Agenda packet — Cotati City Council, June 28, 2022 (part 1 of 3)

AGENDA

JOINT MEETING OF THE COTATI CITY COUNCIL AND THE SUCCESSOR

AGENCY TO THE FORMER COTATI COMMUNITY REDEVELOPMENT AGENCY Tuesday June 28, 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 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: 895 3304 0150
Passcode: 488849
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 5:45pm. 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 your 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 part of the record of the meeting. ###
The Cotati City Council welcomes you to its meetings that are generally scheduled for the 2nd 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 of to receive the City Council agenda by email, contact the Deputy 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.

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 Ave, Cotati, CA during the City’s posted business hours.

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Disabled Accommodations: 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 Deputy City Clerk at [email protected], or (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 non-action 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 is available for inspection in the online Meeting Portal at www.cotaticity.org and in the City Manager’s office located at 201 West Sierra Ave, Cotati, CA, 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 Deputy 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)

5. ANNOUNCEMENTS
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
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C. Citizens interested in receiving City of Cotati community alerts via text or email are encouraged to sign up with Nixle by downloading the Everbridge 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.

6. PROCLAMATIONS
A. ZERO WASTE WEEK PROCLOMATION

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. LAND PURCHASE AGREEMENT 950 E. COTATI
It is recommended that the City Council, acting on behalf of the City of Cotati and the Successor Agency, adopt a Resolution approving the Disposition and Development Agreement Between David McDonald and Brion Wise of B Wise Inc and the City of Cotati and Cotati Community Redevelopment Successor Agency Regarding real at 950 E. Cotati Avenue (APN 144-320-026) and authorize the City Manager/Executive Director to execute all documents necessary to complete the sale.

B. ADOPTION OF SALARY SCHEDULE FOR FISCAL YEAR 2022/23
It is recommended that the City Council adopt the fiscal year 2022/23 salary schedule, as updated per the current City labor agreements.

C. ANNUAL APPROPRIATIONS (GANN) LIMIT FOR FISCAL YEAR 2022/23.

It is recommended that the City Council Adopt a Resolution Approving the annual appropriations limit for the City of Cotati Fiscal Year 2022/23.

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D. 2023 STREET CONSTRUCTION AND IMPROVEMENTS DESIGN
It is recommended the City Council of the City of Cotati approve by motion a professional services agreement with Harris and Associates for the design of the 2023 Street Rehabilitation Project and authorize the City Manager to execute the professional services agreement and any needed amendments up to the project's design budget amount.

E. AMENDMENT 3 TO QUICK STRIKE DESIGN AGREEMENT
It is recommended the City Council of the City of Cotati approve by motion Amendment Number 3 to the Quick Strike Project Professional Services Contract with GHD, Inc. for preparing an Extended Phase I study of Native American archaeological resource, and authorize City Manger to execute said amendment F. UPDATE OF THE CITY OF COTATI’S CONFLICT OF INTEREST CODE

STAFF REPORT
It is recommended that the City Council adopt a resolution amending the City of Cotati’s Conflict of Interest Code.

G. AWARD MOSAIC BENCHES
It is recommended that the City of Cotati City Council approve a resolution awarding a construction contract to Coastside Concrete and Construction, Inc. to construct the Mosaic Wall Benches, including related actions.

H. CALTRANS FREEWAY MAINTENANCE AGREEMENT
It is recommended the City Council adopt a resolution authorizing the City Manager to approve Amendment 1 to the Freeway Maintenance Agreement with Caltrans in substantially the form attached, subject to final approval by the City Attorney.

I. AB 361 TELECONFERECING RULES
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)

10. DIRECTION ON FUTURE AGENDA ITEMS

11. PUBLIC HEARINGS (ACTION)
A. GAS STATION FOSSIL FUEL BAN
It is recommended that the City Council hold a public hearing and introduce an ordinance amending Section 17.24.020 (Allowable Land Uses), Section 17.42.180 (Service Station), and Chapter 17.90 (Definitions) of the Cotati Municipal Code to provide provisions for electric vehicle charging, eliminate service stations as an allowable land use in the CD (Downtown Commercial) zoning district, and prohibit in all zoning districts new or expanded service station facilities that store, convey, or Cotati City Council Agenda June 28, 2022

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dispense fossil fuels.

B. FOR LIGHTING AND LANDSCAPE ASSESSMENT DISTRICTS, APPROVE

REPORT, AND AUTHORIZE ASSESSMENTS
It is recommended the City Council of the City of Cotati adopt a resolution approving the Annual Engineer's Report, confirming the assessment diagram and annual assessment amounts, and authorizing the levying and collection of assessments for Fiscal Year 2022-23 for the Cotati Landscaping and Lighting Assessment District for Zones 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 (Pursuant to the Landscaping and Lighting Act of 1972).

C. OUTSTANDING BACKFLOW CHARGES ASSESSMENT
It is recommended that the City Council conduct a public hearing to receive all oral and written protests to the amount of Fiscal Year 2021-2022 backflow testing charges and approve a resolution establishing the outstanding backflow testing charges and directing the levying of assessments on the Fiscal Year 22/23 property tax rolls.

D. SEWER DELINQUENCIES ASSESSMENT
It is recommended that the City Council conduct a public hearing to receive all oral and written protests to the amount of Fiscal Year 2021-2022 sewer charges and adopt a resolution approving itemized report of sewer charges and penalties outstanding and directing levying of assessment on the Fiscal Year 22/23 property tax rolls.

12. REGULAR AGENDA (ACTION)
A. SB 1383 RECOLOGY FRANCHISE AND WASTE DELIVERY AGREEMENT

AMMENDMENTS
It is recommended that the City Council of the City of Cotati adopt a resolution:

1. Authorizing the City Manager to sign the First Amendment to the Franchise Agreement for Collection, Disposal, and Processing of Solid Waste, Recyclables, and Compostable Materials and Related Activities Pursuant to Chapter 8.08 of the Cotati Municipal Code to implement SB 1383 and extend the franchise agreement by 5 years; and

2. Approving the proposed Omnibus Amendment to Waste Delivery Agreement and Franchised Hauler Agreement.

B. ADOPTION OF COTATI'S BUDGET AND CAPITAL IMPROVEMENT
PROGRAM FOR FY 2022/23
It is recommended that the City Council Adopt Resolutions Approving the City of Cotati Fiscal Budget for Fiscal Year 2022/23 and the corresponding Updated MultiYear Capital Improvement Plans.

C. LETTER OF SUPPORT FOR SB 940
It is recommended that the City Council adopt a motion authorizing the Mayor to send a letter of support for SB 490.

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13. CITY MANAGER'S REPORT

14. CITY COUNCIL MEMBER REPORTS

15. PUBLIC COMMENT ON NON-ACTION AGENDA ITEMS

16. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED
A. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED
Information or written comments pertaining to this meeting, and which was received after the agenda was posted, is attached below.

17. 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 June 24, 2022.
/s/ Kevin Patterson, Deputy City Clerk
Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council/Successor Agency to the Former Cotati Community Redevelopment Agency
Subject: Resolution Approving a Disposition and Development Agreement Between David McDonald and Brion Wise of B Wise Inc, and the City of Cotati/Cotati Community Redevelopment Successor Agency Regarding Real Property Commonly Known as 950 E. Cotati Avenue (APN 144-320-026) and Authorizing the Executive Director to Execute all Documents Necessary to Complete the Sale.

Date: June 28, 2022
Written by: Angela Courter, Director of Administrative Services Recommendation
It is recommended that the City Council, acting on behalf of the City of Cotati and the Successor Agency, adopt a Resolution approving the Disposition and Development Agreement Between David McDonald and Brion Wise of B Wise Inc and the City of Cotati and Cotati Community Redevelopment Successor Agency Regarding real at 950 E. Cotati Avenue (APN 144-320-026) and authorize the City Manager/Executive Director to execute all documents necessary to complete the sale.

Background
The Cotati Successor Agency is required to sell a 0.42-acre parcel located on E. Cotati Avenue (See Attachment 1) as part of the dissolution of the former Cotati Community Development Commission. The parcel is adjacent to the Cotati SMART Station and is part of the Santero Way Specific Plan which allows mixed use residential and commercial development.

The property was listed for sale based on equivalent properties zoned for mixed use development, as identified in the City of Cotati Long Range Property Management Plan (LRPMP) for an estimated price of between $287,000 and $350,000. This price is supported by the appraisal completed for the LRPMP, which is dated December 2015.

After procuring the services of a local real estate broker, the property was listed for sale and received no offers or bids. A second real estate broker was selected, and the property re-listed in August 2020. A final offer to purchase the property for $350,000 was submitted to the City

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of Cotati, for a proposed mixed-use development. On June 1, 2021, a Surplus Land Act, notification was sent out for the required 60-day notification period to allow affordable housing developers to make an offer on the property. No such offers were received.

On June 17, 2022, the Consolidated Oversight Board adopted their resolution to approve the contract for the sale of the property.

Analysis/Discussion
The City of Cotati/Successor Agency directed staff to move forward with negotiations with the offering party, and the City/Agency received Oversight Board approval to sell the property for three hundred fifty thousand dollars ($350,000) on June 17, 2022, as previously mentioned.

This offer is within the appraised value and within the estimated range of value of two hundred fourteen thousand nine hundred and sixty-six dollars and three hundred fifty-nine thousand one hundred and thirty dollars ($214,966 - $359,130) per the Long-Range Property Management Plan.

The agreement requires development of the property with the mixed-use project inclusive of a minimum of six multi-family housing units and a similar amount of commercial square footage in keeping with the direction and requirements of the Cotati LRPMP. The offering party is a general contractor as provided information regarding their participation in several successful development projects. The final purchase agreement requires the buyer provide a down payment deposit and obtain all necessary City entitlements and CEQA approvals prior to the property being transferred upon demonstration of a viable construction financing plans. Given the limited number and schedule of Oversight Board meetings, and the complexity of development financing and entitlement approval timing, staff brought the conceptual purchase agreement and there were no significant comments at that time outside of the requirement of the sales price to meet or exceed the valuation. One item of note is that the agreement includes dual Exhibit B sections which describe the easement requirements.

At the request of the Rancho Adobe Fire Protection District (RAFPD), the City has recorded a 20- foot emergency evacuation easement across the eastern boundary of the property. Supplementing this 20-foot evacuation easement (also at the request of the RAFPD), the City also recorded a 5- foot “no build” easement adjacent to the evacuation easement. This supplemental easement is intended to ensure adequate access and circulation remain in place as the property develops. Both easements are labeled Exhibit B to the sales agreement given that they function together and total a 25-foot easement limiting development across the property.

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Staff recommends the City Council, acting on behalf of the City of Cotati and Successor Agency, and consistent with the Consolidated Oversight Board, authorizes the City to transfer the property to allow the development of the site with a mixed-use project in keeping with the direction of the LRPMP, for a sales price of $350,000. The proposed mixed-use project would be consistent with the Santero Way Specific Plan however, the site is a challenge to develop given the constrains of the adjacent SMART parking lot, existing City infrastructure and access easements and municipal site ownership as well as the requirement for Site Plan and Architectural Review by the Planning Commission and potentially the City Council before any project could move forward to construction.

Financial Considerations
The sale of the property would provide funds for each of the taxing agencies based on their share of property tax. The development of the commercial piece of the property, in line with the longrange property management plan, would serve to potentially increase the future sales tax revenues. Currently, there is no known significant expenditure of resources other than staff time.

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:

Cotati Long Range Property Management Plan (LRPMP) (PDF) Cotati Consolidated Oversight Board Resolution 2022-12 (PDF)

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FA FRASER & ASSOCIATES
Redevelopment and Financial Consulting
225 Holmfirth Court Phone: (916) 791-8958
Roseville CA 95661 FAX: (916) 791-9234
Long Range Property Management Plan
Successor Agency to the Cotati Community Redevelopment Agency Cotati Redevelopment Project Area
December 2015

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 1
Property Management Plan December 2015
I. BACKGROUND
Pursuant to Health and Safety Code sections 34177(e) and 34181(a) a successor agency is required to dispose of all assets and properties of a former redevelopment agency that were purchased with tax increment revenues. This document addresses Section 34191.4(a) and 34191.5 (a) of Assembly Bill 1484 (AB 1484) and Section 34181 (a) (1 and 2) of Senate Bill 107 and related requirements for preparation of a Long Range Property Management Plan (“Plan”) related to the real property assets of the former Redevelopment Agency of the City of Cotati (“Former Agency”), which have been transferred to the Successor Agency to the Cotati Community Redevelopment Agency (“Agency” or “Successor Agency”). The Plan identifies existing Agency real property assets (e.g. land, buildings, etc.) and sets forth a strategy for the appropriate retention and disposition of such assets in accordance with the provisions of AB 1484 and SB 107, including recommended actions to be undertaken by the Oversight Board to position the subject assets for disposition in a logical and systematic manner so as to enhance the disposition value of the subject assets.

II. SUMMARY OF PROPOSED REAL PROPERTY ASSET RETENTION

AND DISPOSITION ACTIONS
This Long Range Property Management Plan (Plan) sets forth a proposed strategy and plan for retention and disposition of certain identified Agency-owned real property assets within the City of Cotati, California and identified in Table 1 below.

A. Transfer of Real Property for Government Use
The proposed disposition plan objective for fifteen of the properties listed in Table 1 below is to transfer those to the City of Cotati for continued Government Use. Such a transfer is consistent with the current use of the properties and will continue to serve the facility needs of the City and further upgrade the quality of services provided by the City.

Such a transfer is also consistent with Section 34181(a) of AB 1484 as amended by SB 107. These properties were constructed for use as parks and park facilities, police or fire stations, and administrative buildings and shall be transferred by the Successor Agency to the City, which will retain the property and assets for ongoing governmental use. These are identified as properties 1-14 and 16 in Table 1 below.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 2
Property Management Plan December 2015
B. Disposition (Sale) and Private Development
This Plan proposes that property 15 be positioned for disposition (sale) for private development pursuant to Section 34191.5(c) (2) and (2) (b) of AB 1484. This property is one of five parcels that resulted from re-mapping of a parcel acquired for the purposes of blight removal, accommodation of commuter and spillover parking needs and facilitation of infrastructure and services related to the light rail system currently under construction and associated intermodal transit facility. The remaining parcel will be disposed of through traditional marketing practices. It will be sold at fair market value and proceeds will be distributed as property tax to the local taxing agencies.

III. DESCRIPTION REAL PROPERTY ASSETS
Health & Safety Code sections 34177(e) and 34181(a) require that the Successor Agency designate each of the Former Agency-owned real property assets by one of the following categories: 1) Retention for government use; 2) Sale of the property; 3)Retention for future use; 4) Use of Property to fulfill an enforceable obligation. Included as Attachment A is a property data table describing the real property assets held by the Successor Agency. Attachment B consists of parcel maps of the Properties. Attachment A includes the following information, which is further described in this section.

1. Date of purchase, value of property (estimated) at time of purchase;

2. Purpose of the property acquisition;

3. Parcel data including address, size, zoning, General Plan designation;

4. Estimate of the current value or appraised value;

5. Estimate of revenue generated from use of property and contractual requirements (e.g. lease, etc.);

6. Any history of environmental contamination and / or remediation;

7. Development potential / planning objectives; and

8. Any previous development proposals, rental or lease agreements, other contracts.

TABLE 1

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 3
Property Management Plan December 2015
Property Proposed for Government Use
Prop
No. APN Address Existing Use / Proposed Use
1 144-250-010-000 320 E. School Street Currently Improved as a public park with sports fields ( Fig. 1)
2 144-250-013-000 351 W. Sierra Ave. Currently Improved as a public park with sports fields ( Fig. 1)
3 144-250-017-000
203 W. Sierra Avenue Currently Constructed Police Station (Fig. 1) 4 216 E. School Road Currently Constructed Community Center (Fig. 1)
5 144-180-054-000 8734 Gravenstein Way
Between 8733 and
8904 Gravenstein Way
Currently Improved as a public park and
open space next to creek. (Fig.2)
6 144-180-055-000 Currently Improved as a public park (Fig.2) 7 144-264-001-000 8220 La Plaza Currently Improved as a public park (Fig.3) 8 144-265-001-000 8110 La Plaza Currently Improved as a public park (Fig.3) 9 144-275-001-000 86 La Plaza Currently Constructed Community Center (Fig.3)
10 144-276-001-001 8138 La Plaza /
1 E. Cotati Currently Constructed Fire Station (Fig. 3) 11 144-277-001-000 8167 La Plaza Currently Improved as a public park (Fig.#3) 12 144-272-007-000 80 George Street
Unimproved Vacant / Proposed Surface
Parking to serve park and downtown
business district.(Fig.3)
13 144-320-025-000 970 E. Cotati Ave Currently Constructed as a Train Station (Fig.4)
14 144-320-029-000 Widened ROW in front
of 970 E. Cotati Avenue Remnant Parcel -Bus Turnout (Fig.4) 16 144-320-028-000
Vacant Parcel
immediately southeast
of park and ride south
of 970 E. Cotati Avenue
Vacant remnant parcel adjacent to
intermodal train station and County Park
and Ride / Future road and parking. (Fig.4)
Property Proposed for Disposition
Prop
No. APN Address Existing Use / Proposed Use
15 144-320-026-000 950 E. Cotati Ave Vacant parcel adjacent to intermodal train station/ Future Development (Fig.4)

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 4
Property Management Plan December 2015
Property Numbers 1 -- 4
Site #1 320 E. School Street – Civic Center Park / Cator Ball Fields APN # 144-250-010-000 / 94,089 S.F.

Site #2 351 W. Sierra Ave. – Civic Center Park/Ball Fields APN# 144-250-013-000 / 69,260 S.F.

Site #3 203 W. Sierra Ave – Cotati Police Station
APN# 144-250-017-000 / 120,226 S.F.

Site #4 216 E. School Street – Ray Miller Community Center / Cotati Room APN# 144-250-017-000 / 120,226 S.F.

These properties are all located adjacent to Cotati City Hall (Figure 1) and the properties are currently operated and maintained by the City of Cotati. Cotati City Hall was originally the Cotati School, built in 1921. When the school moved next door in 1971, the former school building became City Hall and the Cotati Police Department. The school ultimately moved again and the property was acquired by the former Agency in 1996.

The Cotati School became the Ray Miller Community Center and in 2003, a new police facility was built next door to City Hall on property identified as Site #3 and Site #4. The new Police facility provided much needed holding and evidence facilities when it opened in October 2003. The land adjacent to the Police Station was vacant property that was acquired at the same time and developed into Civic Center Park. The park consists of open space configured into a baseball field (Cator Field), basketball courts, barbeque and picnic tables, and parking. The facilities are open to the public and the ballfields are used by the Rancho Cotati Little League. The Community Center consists of several classrooms and a multi-purpose room which serve as the basis for the City’s recreation activities, including a teen center and a computer lab for seniors. The classrooms are used by a number of nonprofit organizations including Alcoholics and Narcotics Anonymous and can be rented for events. It is currently estimated that expenses and property maintenance exceed the annual revenue generated. The proposed disposition plan objective for these properties is to transfer the ownership to the City of Cotati for continued government use, consistent with the properties’ current use.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA F
Cotati
Proper
Figur
Fraser & As
Community S
rty Managemen
re 1
ssociates
Successor Agen
nt Plan
cy
Cator
Ballfield
Police
Station
Ray M
Comm
iller
munity Cent
City
Hall
er
Page
December 201
5 5

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 6
Property Management Plan December 2015
Property Numbers 5 and 6
Site #5 8734 Gravenstein Way – Public Park –Open Space
APN #144-180-054-000 / 15,245 S.F.

Site #6 8734 Gravenstein Way – Public Park –Open Space
APN #144-180-055-000 / 42,072 S.F.

These properties were acquired in 2001 as part of a larger project relating to the adjacent creek and the construction of a neighboring housing project. The remaining parcels next to the creek were not large enough for additional housing units so were developed as park and open space uses. They provide needed open space for the surrounding neighborhoods which have relatively small private yards. They are maintained by the City. Falletti Park (Figure 2) contains a small playground, barbeque area and picnic tables and walking path.

The proposed disposition plan objective for these properties is to transfer the ownership to the City of Cotati for continued Government Use and is consistent with the current use of the properties.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA
F
Cotati
Proper
FigFraser & A
s
Community S
rty Managemen
gure 2
ssociates Successor Age
n
nt Plan
cy
Falleta
Open
ti Park
nd
Space
Page
December 201
7 5

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 8
Property Management Plan December 2015
Property Numbers 7 -- 12
Site #7 8220 La Plaza – Public Park/Open Space
APN #144-264-001-000 / 6,534 S.F.

Site #8 8110 La Plaza – Public Park/Open Space
APN #144-265-001-000 / 7,405 S.F.

Site #9 86 La Plaza – Public Park/Open Space
APN #144-275-001-000 / 17,860 S.F.

Site #10 8139 La Plaza / 1 E. Cotati – Regional Fire Station APN #144-276-001-000 / 15,246 S.F.

Site #11 8167 La Plaza – Public Park/Open Space
APN #144-277-001-000 / 6,534 S.F.

Site #12 80 George Street – Future Public Parking
APN #144-272-007-000 / 14,810 S.F.

Sites 7 through 11 constitute the City’s historic landmarked hexagonal square.

What is now the City of Cotati was originally laid out as a town site by Dr. Thomas Page in 1897. Page was the fourth owner of the 17,000 acre Rancho Cotate land grant, purchasing it in 1849. Page hired Newton Smyth to lay out a new town on Rancho lands in order to sell lots to settlers. Smyth designed the town site around a six-sided hexagonal square. The outer ring streets are named for each of Page’s six sons -- William, George, Arthur, Charles, Henry and Olof and cross streets radiate from the center akin to spokes of a wheel. At the center of the square is La Plaza Park. Cotati’s unique hexagonal town square is one of only two in the United States and was granted California Historical Landmark No. 879 in March 1975. The Plaza is also eligible for federal historic designation. The landmark plaque is located in the southeast plaza section adjacent to Old Redwood Highway, next to the memorial rose garden and flag pole.

Sites 7 through 11 are the four quadrants of the hexagonal town square and are, therefore, an integral part of the City’s history and identity. (See Figure 3.) The properties host a variety of community events throughout the year and contain numerous monuments and markers important to the City’s traditions and history. The town’s name is taken from a fictional chief of the local band of Coast Miwok. A statue of “Chief Kotate” (Figure 3)

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was designed and sculpted in 1980 by the late artist Vito Paulekas. It sits in the southwest section of La Plaza Park adjacent to West Sierra Avenue. The statue was officially dedicated by the Cotati City Council in 1990. In 1991, the City Council voted to adopt the La Plaza Specific Plan which kicked-off a series of enhancements to the City's downtown including new bus shelters, sidewalks and seating benches. During this period, La Plaza Park was remodeled extensively with a new bandstand and a new playground structure.

Then, in 2009, the City adopted the Downtown Specific Plan to further refine the downtown vision and identify needed updates of land use regulations, financing and implementation tools. The Downtown Specific Plan established regulations to assist in the creation of a vibrant downtown commercial core to provide both community members and visitors with goods, services and entertainment. Much denser development of housing and retail uses is envisioned in the Plan, with three-story mixed use buildings being the predominant form. With the increased intensity of new development, minimal area will be available for visitor parking. Site 12 was acquired and was intended to provide needed parking for the downtown business district. This site will allow for public parking close to activity areas without changing the vision or traffic flow of the six-sided Plaza site. The vision of the adopted Downtown Specific Plan is a reunified La Plaza Park/town plaza with vehicle traffic circulating around the center of the “hub” on La Plaza Avenue. (See Figure 4.) Site 9 includes a small community building currently leased to the local Lions Club for $1 per year and the adjacent Site 10 is the Rancho Adobe Fire Protection District station. Site 9 was originally leased to the Lion’s Club in 1969, stipulated to be used only for youth and senior activities. The original lease term was one year with year to year extensions unless terminated. Either party may terminate the lease with 180 days’ notice.

The facilities consist of a small building with three minimalist meeting/activity rooms and associated parking. The building is in disrepair, with a need for significant upgrades.

Should the lease terminate, the property would not be leased to another party due to the vision of a reunified open space detailed in the adopted Downtown Specific Plan. Site 11 is the memorial rose garden and surrounding open space.

The proposed disposition plan objective for these properties is to transfer the ownership to the City of Cotati for continued government use, consistent with their current and proposed uses. Sites 7 through 11 have continually been held in public ownership

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since the original plat which formed the town site. The sites have no development potential due to their Park and Open Space zoning within the Downtown Specific Plan and the restrictions of the historic landmark status.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA F
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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA
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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 13
Property Management Plan December 2015
Property Numbers 13 – 16
Site #13 970 E. Cotati Avenue – Train Station
APN # 144-320-025-000 / 12,632 S.F.

Site #14 No Address – Remnant Parcel/Bus Turnout
APN# 144-320-029-000 / 3,049 S.F.

Site #15 950 E. Cotati Avenue – Vacant Parcel / Future Development APN# 144-320-026-000 / 18,295 S.F.

Site #16 No Address - Vacant Remnant Parcel / Road Connection & Public Parking, APN# 144-320-028-000 / 27,443 S.F. (gross)
The properties were acquired to assist in implementation as part of the Intermodal Transit Center anchored by Sonoma Marin Area Rail Transit or SMART. The City and the Former Agency partnered with Sonoma County Transit, and SMART) to build a station next to the service tracks, a Park & Ride facility and associated bus and train infrastructure. The facilities serve City residents and visitors, along with students, faculty and staff of Sonoma State University. The Cotati station is one of several stops on the Sonoma County portion of the SMART service area. The properties were purchased in 2001 and housed an abandoned warehouse that was demolished to make way for the construction of a new depot, parking and retail space. The train depot opened April 7, 2015. Sonoma County Transit purchased part of the original development site to construct a Park and Ride facility which is also complete. The original parcels that were purchased were re-mapped to facilitate the intermodal plans and a new map approved (see Attachment B page 5). The proposed disposition for Site 13 (the train station) and Site 14 (the remnant parcel developed as a bus turnout in front of the train station) is to transfer the ownership to the City of Cotati for continued government use.

Site 16 was originally intended to be a development site, however, construction of the intermodal facilities and partial implementation of the Santero Way Specific Plan which governs zoning and development of the privately owned, adjacent parcels to the west and south, have resulted in the property being unusable for development. The parcel was mapped as 27,443 square feet, but emergency vehicle access (fire) requirements for an access road secondary to Santero Way, have resulted in the need for a 34-foot wide

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Property Management Plan December 2015
roadway across the parcel. This emergency access road results in a loss of approximately 7,295 square feet and bifurcation of the property. The resulting developable area of the property is approximately 12,540 square feet and unusable for future development. (See Figure 5.) In addition, parking standards of the governing Santero Way Specific Plan were greatly reduced over a typical residential neighborhood standard in order to fulfil the Plan’s vision for transit oriented development. Unfortunately, a parking and emergency access problem on Santero Way has resulted from the neighborhood to the south which was built in 2005/6. The City intends to remedy these conditions by constructing additional parking adjacent to the future secondary access roadway which, unlike the transit district’s park and ride facility, will be available for neighborhood parking.

The remaining property, Site 15, will be positioned for future development as commercial or mixed-use residential/commercial development associated with future commuter rail travel consistent with the Santero Way Specific Plan. The specific plan area designated as a Priority Development Area (PDA) in the Sustainable Communities Strategy adopted by the Association of Bay Area Governments. The Successor Agency will market the site for disposition and development consistent with the Plan’s goals.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA F
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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 16
Property Management Plan December 2015
IV. RETENTION AND DISPOSITION STRATEGY AND PLAN
A. Categories of Property and Asset Disposition

1. Retention of Real Property Asset for Government (Public) Use The plan proposes that Properties Sites 1-14 and 16 (identified in Table 1 above) be transferred to the City of Cotati. The sites were acquired by the Former Agency, and have been continually dedicated to government uses.

2. Disposition (Sale) of Real Property
The Plan proposes that Property 15 be positioned for future disposition by the Successor Agency and Oversight Board. The LRPMP disposition plan objective is to market the property and ensure that future development takes place based on adopted City Plans and regulations.

B. Estimated Value and Disposition of Proceeds for Identified Real Property Assets

1. Estimated Value of Property and Distribution of Proceeds The Agency has estimated a range of potential market value of the subject Property based on a preliminary review of real estate market conditions in the City. The estimated range of value (low and high) is based on preliminary information obtained from discussions with commercial real estate brokers with a working knowledge of the City and Sonoma County real estate market. The value estimate is only intended to provide an “order-ofmagnitude” estimate of potential value and is not intended to present appraised market value or broker’s opinion of market value. Based on this, each of the Property’s market value is estimated to be in the range of $11.75 to $19.63 per square foot, with the high range for properties with no development impediments. Table 2 summarizes the range of values for the Property. The Agency will negotiate the best price that is obtainable and consistent with its adopted Plans. The proceeds generated from the disposition will be distributed to Sonoma County for allocation to the applicable taxing entities in accordance with the provisions of AB 1484.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 17
Property Management Plan December 2015
Table 2 – Estimated Market Value of Remaining Real Property Assets Property
No Address APN No. Property Size SF
Estimated Range of
Value
Proposed Property for Disposition $11.75/S.F. $19.63/S.F 15 950 E. Cotati Ave 144-320-026 18,295 $214,966 $359,130 C. Approach and Process for Disposition of Real Property Assets Property No. 15 is planned to be offered for sale through a Request for Proposals and Offer (RFPO) process. The Successor Agency and Oversight Board will prepare and implement a RFPO process for selection of a private developer to acquire and develop the Property consistent with the adopted regulations of the City. The intent of the RFPO process would be to select the most qualified business and development partner related to disposition and development of the Property and respective business offers which provide the highest and most certain economic value and return from the disposition. Subsequent to selection of a private developer the Agency will work cooperatively with the private developer to negotiate the terms and conditions for disposition. These provisions would be negotiated during an exclusive negotiation period, and would be embodied in a purchase and sale agreement between the Successor Agency and the selected private developer.

1. Marketing and Outreach
The goal of a proposed marketing effort is to attract high-quality development which will add to the existing neighborhood quality and increase surrounding property values.

Written marketing information for the preliminary outreach effort would include a description of the Property and the City, general land use provisions, and information available from applicable studies.

The primary focus of the marketing efforts should be to attract local and regional real estate development companies that have qualifications, experience and successful track records in development and operation of high-quality commercial / mixed use development. The Agency contact local developers or local property owners who may have an interest in developing the Property. A preliminary outreach effort related to marketing of the site will include: 1) meeting with various real estate trade and business

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 18
Property Management Plan December 2015
organizations; 2) distributing the subject RFPO to identified real estate development; companies, architects, engineers, other consultants; 3) posting the RFPO on the City web page; and 3) placing advertisements related to the RFPO in the appropriate local and / or regional newspapers.

In accordance with SB 107, it is anticipated that compensation agreements will be a condition of Oversight Board approval of this Long Range Property Management Plan. If agreements are required, they will be developed and executed prior to the transfer of Property #15 for future development.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) FA Fraser & Associates
Cotati Community Successor Agency Page 19
Property Management Plan December 2015
Attachment A

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) Attachment A
City of Cotati Successor Agency Sonoma County
LONG RANGE PROPERTY MANAGEMENT PLAN: PROPERTY INVENTORY DATA No. Address or Description APN Property Type Permissible Use If Sale of Property,
specify intended use
of sale proceeds
Properties Proposed for Transfer for Government Use
1 320 E. School Street 144-250-010-000 Park/Open Space Governmental Use N/A2 351 W. Sierra Ave. 144-250-013-000 Park/Open Space Governmental Use N/A3 203 W. Sierra Avenue Police/Fire Station Governmental Use N/A4 216 E. School Road Public Building Governmental Use N/A5 144-180-054-000 Park/Open Space Governmental Use N/A6 144-180-055-000 Park/Open Space Governmental Use N/A7 8220 La Plaza 144-264-001-000 Park/Open Space Governmental Use N/A8 8110 La Plaza 144-265-001-000 Park/Open Space Governmental Use N/A9 86 La Plaza 144-275-001-000 Park/Open Space Governmental Use N/A 10 8139 La Plaza/ 1 E. Cotati 144-276-001-000 Police/Fire Station Governmental Use N/A11 8167 La Plaza 144-277-001-000 Park/Open Space Governmental Use N/A 12 80 George Street 144-272-007-000 Parking Lot/Structure Governmental Use N/A13 970 E. Cotati Ave 144-320-025-000 Public Building Governmental Use N/A14 Widened ROW in front of 970 E. Cotati Avenue 144-320-029-000 Roadway/Walkway Governmental Use N/A16 Vacant parcel immediately southeast of current park & ride lot at southeast corner of E. Cotati Avenue & Santero Way 144-320-028-000 Parking Lot/Structure Governmental Use N/A Property Proposed for Deposition
15 950 E. Cotati Ave 144-320-026-000 Mixed-Use Sale of Property Distribute to Taxing Entities HSC 34191.5 (c)(1)(C) HSC 34191.5 (c)(2)
144-250-017-000
8734 Gravenstein Way (between 8904 and 8733 Gravenstein Way)

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

Attachment A
City of Cotati Successor Agency Sonoma County
LONG RANGE PROPERTY MANAGEMENT PLAN: PROPE
No. Address or Description APN
Properties Proposed for Transfer for Government Use
1 320 E. School Street 144-250-010-0002 351 W. Sierra Ave. 144-250-013-0003 203 W. Sierra Avenue4 216 E. School Road5 144-180-054-0006 144-180-055-0007 8220 La Plaza 144-264-001-0008 8110 La Plaza 144-265-001-0009 86 La Plaza 144-275-001-000 10 8139 La Plaza/ 1 E. Cotati 144-276-001-00011 8167 La Plaza 144-277-001-000 12 80 George Street 144-272-007-00013 970 E. Cotati Ave 144-320-025-00014 Widened ROW in front of 970 E. Cotati Avenue 144-320-029-00016 Vacant parcel immediately southeast of current park & ride lot at southeast corner of E. Cotati Avenue & Santero Way 144-320-028-000
Property Proposed for Deposition
15 950 E. Cotati Ave 144-320-026-000
HSC 34191.5 (c)(1)(C)
144-250-017-000
8734 Gravenstein Way (between 8904 and 8733 Gravenstein Way) Acquisition
Date
Value at Time
of Acquisition
Estimated
Current Value
Date of
Estimated
Current Value
Estimated
Current Value
Basis
Proposed
Sale Value
Proposed
Sale Date
04/04/1996 37129 0 Dec 2015 Agency Estimate N/A N/A
04/04/1996 27138 0 Dec 2015 Agency Estimate N/A N/A
04/04/1996 46888 0 Dec 2015 Agency Estimate N/A N/A
04/04/1997 0 0 Dec 2015 Agency Estimate N/A N/A
11/21/2001 75000 0 Dec 2015 Agency Estimate N/A N/A
11/21/2001 210000 0 Dec 2015 Agency Estimate N/A N/A11/21/2002 35000 0 Dec 2015 Agency Estimate N/A N/A 11/21/2003 35000 0 Dec 2015 Agency Estimate N/A N/A11/21/2001 60000 0 Dec 2015 Agency Estimate N/A N/A 11/21/2002 735000 0 Dec 2015 Agency Estimate N/A N/A
11/21/2004 30000 0 Dec 2015 Agency Estimate N/A N/A11/21/2001 150000 150000 Dec 2015 Agency Estimate N/A N/A 3/16/2001 66476 0 May 2010 Appraised N/A N/A3/16/2001 16065 0 May 2010 Appraised N/A N/A3/16/2001 430580 196752 May 2010 Appraised N/A N/A3/16/2001 287048 287048 May 2010 Appraised 350,000 2017 HSC 34191.5 (c)(1)(A)

SALE OF PROPERTY
(If applicable)
Property Val

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

Attachment A
City of Cotati Successor Agency Sonoma County
LONG RANGE PROPERTY MANAGEMENT PLAN: PROPE
No. Address or Description APN
Properties Proposed for Transfer for Government Use
1 320 E. School Street 144-250-010-0002 351 W. Sierra Ave. 144-250-013-0003 203 W. Sierra Avenue4 216 E. School Road5 144-180-054-0006 144-180-055-0007 8220 La Plaza 144-264-001-0008 8110 La Plaza 144-265-001-0009 86 La Plaza 144-275-001-000 10 8139 La Plaza/ 1 E. Cotati 144-276-001-00011 8167 La Plaza 144-277-001-000 12 80 George Street 144-272-007-00013 970 E. Cotati Ave 144-320-025-00014 Widened ROW in front of 970 E. Cotati Avenue 144-320-029-00016 Vacant parcel immediately southeast of current park & ride lot at southeast corner of E. Cotati Avenue & Santero Way 144-320-028-000
Property Proposed for Deposition
15 950 E. Cotati Ave 144-320-026-000
HSC 34191.5 (c)(1)(C)
144-250-017-000
8734 Gravenstein Way (between 8904 and 8733 Gravenstein Way) HSC 34191.5 (c)(1)(B) HSC 34191.5 (c)(1)(D)
Purpose for which property
was acquired Current Zoning
Estimate of Current Parcel
Value
Annual Estimate of
Income/Revenue
Are there any
contractual
requirements for
use of
income/revenue?
City Park - Open Space 94,089 Square Feet Open Space - Recreation 0 0 No City Park - Open Space 69,260 Square Feet Open Space - Recreation 0 0 No City Police Station Square Feet Public Facility District 0 0 No City Community Center Square Feet Public Facility District 0 0 No City Park - Open Space 15,245 Square Feet Open Space - Recreation 0 0 No City Park - Open Space 42,072 Square Feet Open Space - Recreation 0 0 No City Park - Open Space 6,534 Square Feet Open Space - Recreation 0 0 No City Park - Open Space 7,405 Square Feet Open Space - Recreation 0 0 No City Park - Open Space 17,860 Square Feet Open Space - Recreation 0 0 No City Park - Open Space 15,246 Square Feet Open Space - Recreation 0 0 No City Park - Open Space 6,534 Square Feet Open Space - Recreation 0 0 No Future Public Parking 14,810 Square Feet
NM-Neighborhood Medium Density 150,000 0 No
Intermodal Facility (Train Station) 12,632 Square Feet SPSW - Specific Plan Santero Way 0 0 No Intermodal Facility 3,049 Square Feet SPSW - Specific Plan Santero Way 0 0 No Intermodal Facility 27,443 Square Feet SPSW - Specific Plan Santero Way 196,752 - No Intermodal Facility 18,295 Square Feet SPSW - Specific Plan Santero Way 350,000 - No HSC 34191.5 (c)(1)(C) HSC 34191.5 (c)(1)(E)
120,226
Lot Size

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

FA Fraser & Associates
Cotati Community Successor Agency Page 20
Property Management Plan December 2015
Attachment B

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E. Cotati) Attachment B
(page 1 of 5)
City of Cotati Successor Agency Long Range Property Management Plan Sonoma County
Site #1-Parcel # 144-250-010-320 E. School Street – Public Park/Ball Fields Site #2-Parcel # 144-250-013-351 W. Sierra Ave. – Public Park/Ball Fields Site #3-Parcel # 144-250-017-203 W. Sierra Ave – Cotati Police Station Site #4-Parcel # 144-250-017-216 E. School Street – Ray Miller Community Center / Cotati Room

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

Attachment B
(page 2 of 5)
City of Cotati Successor Agency Long Range Property Management Plan Sonoma County
Site #5-Parcel # 144-180-054-8734 Gravenstein Way – Open Space Recreation Site #6-Parcel # 144-180-055-8734 Gravenstein Way – Open Space Recreation

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

Attachment B
(page 3 of 5)
City of Cotati Successor Agency Long Range Property Management Plan Sonoma County
Site #7-Parcel # 144-264-001-8220 La Plaza – La Plaza Park (Demonstration Garden) Site #8-Parcel # 144-265-001-8110 La Plaza – La Plaza Park (Main Park with Band Stand and Restrooms)

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

Attachment B
(page 4 of 5)
City of Cotati Successor Agency Long Range Property Management Plan Sonoma County
Site #9-Parcel # 144-275-001- 86 La Plaza - Lyons/Scout Hut Community Building Site #10-Parcel # 144-276-001-1 E. Cotati Ave– Rancho Adobe Fire Station Site #11-Parcel # 144-277-001-8139 La Plaza – La Plaza Park (Statue of Chief Cotati) Site #12-Parcel# 144-272-007-80 George Street – Future City Parking

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

Attachment B
(page 5 of 5)
City of Cotati Successor Agency Long Range Property Management Plan Sonoma County
Site #13-Parcel # 144-320-025-970 E. Cotati Ave– Train Station Site #14-Parcel # 144-320-029-No Address– Remnant Parcel –Bus Turnout Site #15-Parcel # 144-320-026-950 E. Cotati Ave– Future Development Site Site #16-Parcel # 144-320-028- No Address– Future Development Site

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Attachment: Cotati Long Range Property Management Plan (LRPMP) (Land Purchase Agreement 950 E.

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Attachment: Cotati Consolidated Oversight Board Resolution 2022-12 (Land Purchase Agreement 950 E. Cotati)

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Attachment: Cotati Consolidated Oversight Board Resolution 2022-12 (Land Purchase Agreement 950 E. Cotati) RESOLUTION NO.

RESOLUTION APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN DAVID MCDONALD AND BRION WISE OF B WISE INC. AND THE CITY

OF COTATI AND COTATI COMMUNITY REDEVELOPMENT SUCCESSOR
AGENCY REGARDING REAL PROPERTY COMMONLY KNOWN AS 950 E.

COTATI AVENUE (APN 144-320-026)
WHEREAS, as authorized by applicable law, the City of Cotati has elected to serve as the Successor Agency to the former Cotati Community Development Commission (“CCDC”); and,
WHEREAS, Health and Safety Code Section 34191.5(b) requires the Successor Agency to prepare a Long-Range Property Management Plan (“Plan”) to address the disposition and use of the real property of the former CCDC; and, WHEREAS, the Successor Agency received, reviewed, considered, and approved the Plan in December, 2015; and,
WHEREAS, one of the properties identified in the plan was a 0.46-acre parcel located on E. Cotati Avenue, identified as Assessor Parcel Number 144-320-026, (“The Property”); and,
WHEREAS, The Property is zoned as part of the Santero Way Specific Plan which calls for mixed-use development; and,
WHEREAS, The Property was listed for sale in 2019; and, WHEREAS, an offer to purchase the property for $350,000 was received; and, WHEREAS, City Staff and the proposed buyer have negotiated a Disposition and Development Agreement; and,
WHEREAS, the action of approving the sale of a property does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF COTATI AND COTATI COMMUNITY DEVELOPMENT SUCCESSOR AGENCY AS FOLLOWS:

Section 1. The Disposition and Development Agreement attached to this Resolution as Exhibit “A” is hereby approved substantially in the form attached hereto.

Section 2. The City Manager, as also the Executive Director, is hereby authorized to execute all documents necessary to complete the sale; to make revisions to the Disposition and Development Agreement, with the advice of the City/Agency Attorney, which do not materially or substantially increase the Agency’s obligations thereunder; to make all approvals Packet Pg. 42
and take all actions necessary or appropriate to carry out and implement the Disposition and Development Agreement and to administer the City/Agency’s obligations, responsibilities and duties to be performed under the Disposition and Development Agreement.

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 June 28th, 2022, by the following vote, to wit:

Approved:________________________________
Mayor
Attest:____________________________
Kevin Patterson, Deputy City Clerk
Approved as to form:
____________________________
City Attorney
Attachments:

Purchase and Sale Agreement- 950 E. Cotati Ave. (PDF)
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DISPOSITION AND DEVELOPMENT AGREEMENT
by and between

THE CITY OF COTATI
and

DAVID MCDONALD AND BRION WISE OF B WISE INC, A NEVADA
CORPORATION. 50-50 PARTNERSHIP
________TBD_________, 2022

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Exhibit A

LEGAL DESCRIPTION OF PROPERTY
(see attached)
Exhibit B

EMERGENCY EVACUATION AND NO BUILD EASEMENT
(see attached)
Exhibit C

FINANCING PLAN
(see attached)
Exhibit D

DEVELOPMENT AND PERFORMANCE SCHEDULE
(see attached)
Exhibit E

CONCEPTUAL PROJECT PLANS
(see attached)

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 3 THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this “Agreement” or “DDA”) is entered into effective as of ____TBD___________, 2022 (“Effective Date”) by and between the City of Cotati, a California municipal corporation (“City”), and David McDonald and Brion Wise of B Wise Inc., an Nevada Corporation 50-50 partnership (“Developer”). City and Developer are hereinafter individually referred to as “Party” and collectively referred to as the “Parties.”

RECITALS
A. The City owns a parcel located at 950 E. Cotati Avenue in Cotati, California, known as Sonoma County Assessor’s Parcel No. 144-320-026 and more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Property”). The Property was formerly owned by an agency of the State of California (“Caltrans”) and is currently undeveloped and is underutilized.

B. City desires to convey Property to Developer for the purpose of development of a mixed-use residential and commercial project (the “Project”) consisting of approximately 6 units of multi-family residential development with associated amenities and 7,000 square footage of commercial space, all subject to final plans and City regulatory approval, on the Property.

Property and Project are more particularly described in Sections 5.1 and 5.2 herein, respectively.

C. City, prior to commencing discussions with Developer, issued notices pursuant to the Surplus Land Act, and it received no requests from negotiate.

D. The Parties desire to enter into an agreement setting forth the terms under which the City would convey Property to Developer and Developer would construct the Project.

Title to the Property would transfer to Developer upon completion and approval of Project’s design through City’s entitlement and environmental review process. Developer explicitly acknowledges that this Agreement is intended to allow for the development of a mixed-use project, explicitly requires compliance with all applicable City regulations and does not allow it to rely on provisions of state law, such as the Housing Accountability Act or SB 35, to avoid those requirements or to construct a purely residential development on the site.

E. On August 10, 2001, the City adopted Ordinance No.721 formally amending the past approval and establishing the current Santero Way Specific Plan (“SWSP”), amending the Land Use Code, and amending zoning map designations for the properties within the SWSP area. The City earlier had approved and certified the Environmental Impact Report (“EIR”) prepared for the SWSP on May 1, 2000. Subsequently, an amendment to the SWSP was analyzed under an Addendum to the EIR and a Notice of Determination was filed for the Addendum.

F. The City has determined that development of the Property with the Project can act as a catalyst for subsequent development projects, further the State and City’s housing goals by adding to the City’s supply of market rate and affordable housing units, and will be of benefit to the SWSP Specific Plan Area and the City as a whole. The purpose of this Agreement is to facilitate development of the Project.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 4 G. A material inducement to the City to enter into this Agreement is the agreement by Developer to develop the Project within the time periods specified herein and in accordance with the provisions hereof, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Developer to complete the Project in accordance with such provisions and within such time periods, subject to the terms and conditions set forth herein.

H. In connection with this Agreement, Developer shall provide such documentation as City shall reasonably require in connection with the Project and its financing. This Agreement, and all City financing or sale documents are collectively hereinafter referred to as the “City Documents.”
I. The Parties acknowledge that the effectiveness of any City Documents and related documents requiring City participation will be contingent upon the approval of the City Council. The Parties recognize that the participation and cooperation of Sonoma County Transit may be essential to the implementation of the Project and continuing operation of adjacent parking spaces. Accordingly, the Parties are committed to engaging in ongoing communications and participation with Sonoma County Transit.

J. The Parties further acknowledge that the City has recorded an 20-foot wide Emergency Vehicle Access (EVA) and a 5-foot wide “no-build” easement (totalling 25-feet wide) accross the entire eastern portion of the property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I

RECITALS AND DEFINITIONS

1.1. Recitals. The foregoing recitals are incorporated in and made a part of this Agreement.

1.2. Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. a. “Certificate of Completion” is defined in Section 5.13. b. “City” is the City of Cotati, California.
c. “City Council” is City Council of the City of Cotati. d. “City Documents” is defined in Recital G.
e. “Claims” is defined in Section 5.16.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 5 f. “Conditions of Approval” is defined in Section 5.2. g. “Construction Plans” shall mean all plans, studies, modeling results, details and samples required to complete the City’s entitlement and permitting processes and obtain Project approval to construct.
h. “Developer” is defined in the Preamble.
i. “Environmental Laws” is defined in Section 9.4.
j. “Financing Plan” is defined in Section 5.7.
k. “Hazardous Materials” is defined in Section 9.3.
l. “Improvements” is defined in Section 5.2.
m. “Indemnitees” is defined in Section 5.15.
n. “Official Records” means the Official Records of Sonoma County. o. “Project” shall mean development detailed in Section 5.2. p. “Property” shall mean the site addressed as 950 E. Cotati Avenue (APN 144-320-026) consisting of approximately 0.42 acres of vacant land as further described on Exhibit A. The Property as used herein includes the land and all tangible and intangible rights and assets appurtenant thereto, including: (i) any structures, buildings, fences and related improvements, (ii) any and all contracts, leases, permits, licenses, easements, rights of way, water rights and such other rights that may be appurtenant or attributable to the Property and any tangible personal property located at the Property (iii) any and all improvements, buildings and fixtures located on the Property.
q. “Sale Proceeds” is defined and further described in Section 6.1. r. “Transfer” is defined in Section 7.2.

ARTICLE II
REPRESENTATIONS; EFFECTIVE DATE; MEMORANDUM

2.1. City’s Representations. City represents and warrants to Developer as follows, and City covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section

2.1 not to be true, City shall immediately give written notice of such fact or condition to Developer. City acknowledges that Developer shall rely upon City’s representations made herein notwithstanding any investigation made by or on behalf of Developer:
a. No Violations/No Litigation. The execution, delivery and performance by City of its obligations under this Agreement will not conflict with or result in a breach of any

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 6 law, governmental rule, regulations, judgment, decree or order by which the City or the Property is bound, or by the provisions of any contract, written or oral, understanding, or promise to which City is a party, or by which City or the Property is bound. City has not received notice of any, and to the best of City’s knowledge there is no action, suit, proceeding, or investigation pending or threatened, before any agency, court or other governmental authority which relates to the Property or the use thereof, nor to the best of City’s knowledge are there any facts or circumstances which could give rise to such an action, suit, proceeding, or investigation. b. No Known Hazardous Substances. To the best of City’s knowledge, there are no Hazardous Substances (as defined below) nor any underground storage tanks on the Property in which any Hazardous Substance has been or is being stored, nor has there been any storage, production, manufacture, generation, treatment, handling, refinement, spill, disposal, discharge or release of any Hazardous Substance into, on, from or over the Property, or into or upon ground or surface water on or under the Property. City hereby represents and warrants that, to the best of City’s knowledge, there are no asbestos-containing materials incorporated into any buildings or improvements that are part of the Property. c. No Tenancies or Occupancies. There are no tenancies, rental or lease agreements with respect to occupancy possession or use of the Property by tenants or concessionaires. City covenants and agrees that from the date of this Agreement through the close of escrow or termination of this Agreement, City shall not enter into any other agreement regarding occupancy, possession, or any purchase or transfer of any interest in of the Property, or any portion thereof.
d. Due Authority. City warrants that City has full and lawful authority to enter into and carry out the terms and provisions of this Agreement and to execute and deliver all documents which are contemplated by this Agreement, and all actions of City, if required, necessary to confer such power and authority upon the persons executing this Agreement and all documents which are contemplated by this Agreement on behalf of City have been taken. City has not previously transferred or conveyed any interest in or right pertaining to the Property, or agreed or promised to do so, and to the best of City’s knowledge there are no facts or circumstances which could give rise to any claim of such a transfer, conveyance, promise or agreement.
e. Insurance. From the date of this Agreement until the Close of Escrow, City shall keep in effect all currently existing insurance policies pertaining to the Property. f. Disclosures. Within 5 business days of Developer’s request, City will provide Developer complete copies of all documents, reports and materials pertaining the Property or Project in City’s possession or reasonable access (“Disclosure Documents”) as Developer may request as material to the Property or Project in its discretion. City represents that all such Disclosure Documents and any other disclosures made to Developer orally or in writing shall be true and accurate to the best of City’s knowledge.

2.2. Representations. Developer represents and warrants to City as follows, and Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 7 this Section 2.2 not to be true, Developer shall immediately give written notice of such fact or condition to City. Developer acknowledges that City shall rely upon Developer’s representations made herein notwithstanding any investigation made by or on behalf of City. a. Authority. Developer is a Nevada Corporation. However, in the event Developer transfers his interest in the Agreement to an entity in accordance with the provisions of 7.3 hereof, Developer agrees that such entity shall be duly organized, validly existing and in good standing under the laws of the State of California. Developer shall have the full right, power and authority to undertake all obligations of Developer as provided herein, including, without limitation, the power and authority to own, develop, construct, operate and maintain the Property and the Project, and the execution, performance and delivery of this Agreement by Developer has been duly authorized by all requisite actions. In the event of such a transfer, all actions required under Developer’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement, and the other City Documents and all documents executed and delivered, or to be executed and delivered pursuant to this Agreement, shall have been duly taken. Except as expressly provided herein, this Agreement and the other City Documents constitute valid and binding obligations of Developer, enforceable in accordance with their respective terms.
b. No Conflict. Developer’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any statute, rule, regulation, judgment, contract, agreement or order to which Developer is a party or by which it is bound.
c. No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement. d. No Developer Bankruptcy. Developer is not the subject of a bankruptcy or insolvency proceeding.

2.3. Effective Date. The obligations of Developer and City hereunder shall be effective as of the Effective Date. The City will not withhold consent to reasonable requests for subordination of the Agreement to deeds of trust and related documents provided for the benefit of Project lenders approved pursuant to the Financing Plan (defined below), provided that the instruments effecting such subordination include reasonable protections to the City in the event of default.

ARTICLE III

CONDITIONS PRECEDENT TO CONVEYANCE OF LAND

3.1. Conditions Precedent. City shall convey the Property to Developer in accordance with Article IV following Developer’s satisfaction of the conditions set forth in this Agreement and within the time limits specified in the Development and Performance Schedule attached hereto as Exhibit D, unless such time is extended by the City at the discretion of the City Manager.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 8 3.2. Scope of Development; City Land Use Approval. Developer’s proposed Scope of Development includes the Improvements and amenities generally described in Section 5.2.

Final scope of the Project has been approved by the City pursuant to the requirements of the City of Cotati Land Use Code following appropriate environmental analysis and the public hearing process. Developer expressly acknowledges that such approval is subject to all applicable City regulations and that it may not rely on provisions of state law, such as, but not limited to, the Housing Accountability Act or SB 35, to avoid those requirements. By execution of this Agreement, City hereby approves the preliminary Scope of Development for the Project as is specified in Section 5.2 and as is reflected in Exhibit E (Conceptual Project Plans).

3.3. Financing Plan. As set forth in the attached Exhibit C and more particularly described in Section 5.7, herein, Developer has provided City with a Financing Plan for the Project. Section 5.7 imposes certain obligations on the Developer with respect to financing the Project.

3.4. Due Diligence Period and Environmental Review. During the period commencing on the Effective Date (or commencing upon such earlier date as agreed upon by the Parties) and extending to the date that is one hundred twenty (120) days thereafter (the “Due Diligence Period”), Developer and Developer’s authorized representatives shall have the right, upon reasonable notice to City, to enter upon the Property for the purpose of conducting inspections, surveys, testing and examination (including without limitation soils, engineering and groundwater testing) of the Property and the existing improvements. Developer shall provide workplans, drawings, and descriptions of any intrusive sampling it intends to undertake.

Developer’s inspection, examination, survey and review of the Property shall be at Developer’s sole expense. Developer shall obtain City’s advance consent in writing to any proposed physical testing of the Property, which consent shall not be unreasonably conditioned, withheld or delayed. Developer must keep the Property in a safe condition during its entry. Developer will not permit any mechanics liens, stop notices or other liens or encumbrances to be placed against the Property prior to Close of Escrow. Developer shall repair, restore and return the Property to its condition immediately preceding Developer’s entry thereon at Developer’s sole expense.

Developer shall schedule any such physical tests during normal business hours unless otherwise approved by City. City may require Developer to execute a right of entry agreement satisfactory to City prior to entry onto the Property for such purpose and shall require Developer to provide proof of liability insurance acceptable to City. Developer shall provide City with copies of all reports and test results promptly following completion of such reports and testing. Without limiting any other indemnity provisions set forth in this Agreement, Developer shall indemnify, defend (with counsel reasonably approved by City) and hold the Indemnitees harmless from and against all Claims resulting from or arising in connection with entry upon the Property by Developer or Developer’s agents, employees, consultants, contractors or subcontractors pursuant to this Section 3.4 except to the extent that such liability, loss, cost, damage or expense arises as a result of the negligence or other wrongful conduct of the Indemnitees. Developer’s indemnification obligations set forth in this Section shall survive the Close of Escrow and the termination of this Agreement. Upon expiration of the Due Diligence Period, Developer will have approved the Property (excluding environmental review below) or may, at its option, terminate the Agreement.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 9 3.5. Review. Subject to the indemnification provisions above, after expiration of the Due Diligence Period, the Developer shall retain rights of entry and inspection for one hundred fifty (150) days from the expiration of the Due Diligence Period for further environmental review of the Property and as related to the Project including, without limitation, reports pending, testing and general environmental review related to any governmental or public agency responses or requirements related to remediation or mitigation of the Property or any part thereof (“Environmental Review Period”).

Upon expiration of the Environmental Review Period, Developer shall have the right to terminate the Agreement for any reason or no reason, in which case City shall immediately instruct the Escrow Agent to refund the Good Faith Deposit to Developer in accordance with section 4.3.

ARTICLE IV

DISPOSITION OF THE PROPERTY

4.1. Purchase and Sale. Provided that all conditions precedent set forth in this Agreement have been satisfied, City shall convey to Developer the fee interest in the Property by grant deed in accordance with and subject to the terms and conditions of this Agreement, free and clear of all title defects, liens and encumbrances except: (a) the provisions and effect of this Agreement; (b) liens for non-delinquent taxes, assessments, and/or bonds; (c) title exceptions set forth in the Preliminary Title Report issued by Developer’s Title Company for the Property (“Preliminary Report”) to the extent exceptions have been expressly approved by Developer in writing; and (d) such other conditions, liens, encumbrances, restrictions, easements and exceptions as Developer may approve in writing (all of the foregoing collectively referred to as the “Permitted Exceptions”). Following the Effective Date, absent the consent of Developer, City shall not cause or allow a lien or other encumbrance which would remain effective following conveyance of the Property to attach to the Property.

4.2. Purchase Price. Purchase price of Property shall be THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00 US), payable in cash due at Closing.

4.3. Good Faith Deposit. As provided herein and subject to the terms of this Agreement, Developer shall remit a deposit of Forty-Thousand Dollars ($40,000) payable as follows: $20,000 shall be due upon final execution of this Agreement after approval by City Council; and the remaining $20,000 shall be due when Developer’s environmental review is completed and Developer has approved the same pursuant to Section X. All deposit monies (collectively, the “Good Faith Deposit”) shall be deposited into an escrow account at First American Title Company, or another mutually agreed upon title company (the “Escrow Agent”).

The full amount of the Good Faith Deposit paid shall be credited to Developer toward the purchase price at the time of the purchase and sale close of escrow. Any interest earnings of the deposit monies while held by the Escrow Agent shall accrue for the benefit of whomever receives the Good Faith Deposit (Developer in the event of a termination of this Agreement or City in the event of the close of escrow hereunder). As provided herein, the Good Faith Deposit shall remain refundable to Developer until either of the following events occur, at which time the

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 10 Good Faith Deposit or portion thereof as provided herein, shall become non-refundable except in the event of a default hereunder by City:
a. Except as expressly provided herein, $20,000 of the Good Faith Deposit shall be non-refundable upon Developer’s approval of the Property (excluding Environmental Review Period pending) after the Due Diligence Period as provided in Section 3.4. b. The remaining $20,000 of the Good Faith Deposit shall become nonrefundable upon Developer’s approval of the entire Property after the Environmental Review Period as provided in Section 3.4.

4.4. Title/Close of Escrow. City shall convey title to the Property to Developer by a grant deed free and clear of all liens and encumbrances except as expressly provided herein.

Escrow shall close on the sale no later than fifteen (15) days following the date Developer obtains all entitlements and building permit approvals for the Project. In the event the close of escrow has not occurred within Five Hundred Forty (540) days following the Effective Date despite Developer diligently seeking and pursuing all entitlements and approvals for the Project, Developer shall be entitled, in Developer’s sole discretion, to terminate this Agreement and recover all of the Good Faith Deposits.

4.5. Costs of Closing and Escrow. Developer shall pay ordinary Closing and Escrow costs incurred with Escrow or Title Company at Closing, including without limitation all title insurance premiums for policies Developer elects to acquire. Unless exempt by the County of Sonoma, City shall pay all transfer taxes associated with the sale. Provided however, each party shall pay its own costs associated with the transaction including, without limitation, costs of any inspectors, advisors, consultants and attorneys.

4.6. Escrow Instructions; Recordation of Documents. City and Developer shall furnish Escrow Agent a copy of this Agreement, which together with such supplemental instructions as City or Developer may agree upon in writing shall serve as Escrow instructions for the conveyance of the Property. Not later than one (1) day prior to the Closing Date, Developer shall deposit into Escrow the balance of the purchase price after credit for the Good Faith Deposit and such additional funds necessary to close as provided herein. Not later than one (1) day prior to the Closing Date, provided that all conditions precedent to conveyance have been satisfied, City shall deposit into Escrow an executed grant deed (“Grant Deed”) conveying the Property to Developer and funds for any closing costs allocable to City hereunder. On the Closing Date, Escrow Agent shall cause the Grant Deed to be recorded in the Official Records.

4.7. City’s Conditions to Closing. City’s obligation to proceed with the Closing is subject to satisfaction or waiver by the City of all of the following conditions:
a. No Default. Developer shall not be in Default under the terms of this Agreement, and all representations and warranties of Developer shall be true and correct in all material respects.
b. Execution of Documents. Developer shall have executed all documents required hereunder, and shall have delivered all such documents to City or into Escrow.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 11 c. City’s Title Policy. The Title Company shall, upon payment of the premium therefor by City, be ready to issue such title policies for the benefit of City as City shall order, including such endorsements as City may reasonably request. d. Satisfaction of Conditions Precedent. Developer shall have satisfied the conditions set forth in Article III.
e. Funds. At the time, and as a condition of property conveyance, Developer shall have deposited into Escrow, the balance of the purchase price after credits provided herein and sufficient funds for costs of Escrow allocated to Developer pursuant to this Agreement.

4.8. Developer’s Conditions to Closing. Developer’s obligation to proceed with the Closing is subject to satisfaction or waiver by Developer of the following conditions:
a. No Default. City shall not be in Default under the terms of this Agreement, and all representations and warranties of City contained herein shall be true and correct in all material respects.
b. Execution of Documents. City shall have executed, and acknowledged as applicable, this Agreement, the Grant Deed, and all other documents required hereunder, and shall have delivered such documents into Escrow.
c. Developer’s Title Policy. The Title Company shall, upon payment of the premium therefor by Developer, be ready to issue an Owner’s ALTA title policy for the benefit of Developer, showing title to the Property vested in Developer, subject only to the Permitted Exceptions and including such endorsements as Developer may reasonably request. d. Satisfaction of Conditions Precedent. Developer shall have obtained all entitlements and approvals for the Project.

ARTICLE V

DEVELOPMENT OF THE PROJECT

5.1. The Property. City represents and warrants that as of the Effective Date: (i) City owns a fee simple interest in the Property free of all other liens and encumbrances except for any exceptions disclosed in the Preliminary Report and approved in writing by Developer. If at any time the foregoing statements become untrue, the Developer shall have the right to terminate this Agreement upon written notice to City without further obligation except as expressly provided herein. In event of any termination under this Section 5.1, City shall immediately instruct the Escrow Agent to refund the Good Faith Deposit to Developer and City shall reimburse Developer for all its costs actually incurred in connection to this Agreement and the Project through the date of termination.

5.2. Scope of Development. From and after the Closing, Developer shall use its best efforts to develop the Project in accordance with the terms and conditions of this Agreement and in compliance with the terms and conditions of all approvals, entitlements and permits that the

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 12 City or any other governmental body or entity with jurisdiction over the Project or the Property has granted or issued as of the date hereof or may hereafter grant or issue in connection with development of the Project, including without limitation, all reasonable mitigation measures imposed in connection with environmental review of the Project and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to as the “Conditions of Approval”).

The Project will consist of an upscale, two to three story mixed use development project consisting of approximately 16 residential units, and 7,000 square feet of commercial land use with associated and appropriate amenities on an approximately 0.42-acre site consisting of Sonoma County Assessor Parcel Numbers 144-320-026, located at the southeast corner of East Cotati Avenue and Santero Way. To the maximum extent reasonably and fiscally feasible, as determined in the reasonable discretion of Developer consistent with approved plans, the Project will be of high-quality design and materials within an environmentally and pedestrian friendly site utilizing low impact development techniques, energy efficient buildings, all necessary utility infrastructure, and clear connections to the adjacent public realm. The building façades and site materials will reflect a Sonoma County aesthetic with a focus on natural and traditional materials, energy and water efficiency and ease of use and access for pedestrians and bicyclists.

The Project will be constructed to meet CalGreen Tier 1 code requirements and Developer will use best reasonable efforts to achieve a net-zero energy building; use of solar energy production where feasible, energy efficient fixtures and appliances; and maximum utilization of LED lighting technology. Site design shall include all required and feasible low impact development techniques and practices. All of the foregoing are collectively hereinafter referred to as the “Improvements”.

City acknowledges that the successful completion of the Project is, for its own purposes, to the benefit of and in interest of the City as well as Developer. Without limiting City’s ordinary authority processes, Developer and City will use best reasonable efforts and cooperate as reasonably beneficial to the Project in obtaining or acquiring any such available related public or development related incentives including, without limitation, any grants, tax benefits and/or rebates concerning any such design and/or construction aspects as the case may be in the interest of the Project.

Notwithstanding anything to the contrary contained herein, the construction of the Project is expressly conditioned upon compliance with California Environmental Quality Act (“CEQA”), as necessary and appropriate. Necessary studies and reports will be completed, necessary notices will be filed. No physical construction work, not otherwise exempt from CEQA, shall commence on the Property without such compliance. Provided, however, if environmental review determines remediation or mitigation in excess of Two Hundred Fifty Thousand Dollars ($250,000) shall be required by any governmental agency concerning the Project, then:
a. The Developer may, at its option, and only after a good faith consultation with the City to resolve the issue, cancel this Agreement and receive refund of the Good Faith Deposit in accordance with section 4.3; or

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 13 b. The Developer may elect to continue with the Agreement and, in such event, Developer will pay for the first $250,000 of costs related to such required environmental mitigation or remediation and the excess cost (above $250,000) of any such environmental mitigation or remediation required may be paid by Developer, and to the extent paid by Developer such excess cost will be credited to Developer against the Purchase Price. The parties shall reasonably cooperate toward completion of any such remediation or compliance matters.

5.3. Project Approvals. Developer acknowledges and agrees that execution of this Agreement by City does not constitute approval of entitlements or approval for the purpose of the issuance of building or grading permits for the construction of the Project, does not limit in any manner the ordinary discretion of City in such approval process which such approval will not be unreasonably withheld, and does not relieve Developer from the obligation to apply for and obtain all necessary entitlements, approvals, and permits for the construction of the Project, including without limitation, the approval of architectural and engineering plans, and compliance with all required environmental mitigations and City development standards.

Developer covenants that it shall: (i) obtain all necessary permits and approvals which may be required by City, or any other governmental agency having jurisdiction over the construction of the Project or the development of the Property, (ii) comply with all Conditions of Approval that Developer has agreed to accept in accordance with Section 5.2, (iii) comply with all mitigation measures imposed in connection with any environmental review of the Project, and (iv) not commence construction work on the Project prior to issuance of permits required for such work.

City staff shall work cooperatively with Developer to assist in coordinating the expeditious processing and consideration of all permits, entitlements and approvals necessary for development of the Project.

5.4. Other Governmental Approvals; Cooperation. City shall cooperate with Developer in its efforts to obtain any permits or approvals as may be required from other governmental or quasi-governmental agencies having jurisdiction over the Project, and shall, from time to time at the request of Developer, join with Developer in the execution of such permit applications and agreements as may be required to be entered into with any such other agency, and will use reasonable efforts with any such entity as may be necessary to ensure the timely availability of such permits and approvals.

5.5. Fees. Developer shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City in connection with obtaining permits and other approvals for the Project, including without limitation, those related to the processing and environmental impacts, any related approvals and permits, environmental review, City design review, and any subsequent approvals for the Project. All applicable fees needed to mitigate impacts to City service systems, shall be due and payable at time of first permit issuance.

5.6. Cost of Construction. Except as expressly set forth herein, after the Effective Date, Developer shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the design, development and construction of the Project and compliance with

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 14 the Conditions of Approval, including without limitation the installation and construction of all off-site or on-site improvements required by City in connection therewith.

In the event any off-site costs or similar requirements, in the Developer’s sole determination, exceed such amounts as fiscally reasonable for successful Project completion, then Developer shall have the right to cancel this Agreement only after a good faith consultation with the City to resolve the issue, and in event of such cancellation shall receive refund of the Good Faith Deposit in accordance with section 4.3.

5.7. Financing Plan. As set forth in the attached Exhibit C, Developer has provided City with a preliminary financing plan for the Project (“Financing Plan”) which describes (i) the estimated costs of Project development, including acquisition costs, and hard and soft construction costs, (ii) an operating pro forma which describes projected revenue and expenses for the Project, and (iii) identification of sources of entitlement, construction and permanent financing. The Financing Plan must be in a form and content to provide sufficient detail to satisfy the requirements of potential lenders. Developer shall update the Financing Plan throughout the term of this Agreement to reflect any changes in the pro forma and as reasonably requested by City. Developer shall provide prior written notice to the City of any material proposed modifications. If the City fails to approve or deny any such modification within twenty (20) calendar days following City’s receipt of the proposed modifications, then the Financing Plan and the encumbrances which may be recorded against the Property in connection with the financing contemplated by the Financing Plan shall be deemed approved by the City. The City agrees not to unreasonably withhold consent to proposed modifications to the Financing Plan.

Prior to City execution of this Agreement, Developer shall provide City with financial statements of Developer and any general partner of Developer, as applicable, and other financial data and information needed to fairly present the ability of Developer to successfully construct the Project.

Prior to conveyance of the Property, evidence satisfactory to the City must be provided to City which demonstrates that all Project financing and construction contracts have been committed to the Project, subject only to commercially reasonable conditions.

Failure of the Developer to receive funding commitments sufficient to fund the construction and operation of the proposed Project within ninety (90) days prior to the Closing, may result in the termination of this Agreement, unless City and Developer mutually execute a written extension of time.

5.8. Development Schedule. Developer shall commence and complete plan development and construction of the Project and shall satisfy all other obligations of Developer under this Agreement within the time periods set forth herein and as described in the Development and Performance Schedule attached as Exhibit D hereto, as such time periods may be extended upon the mutual written consent of the Parties. Subject to force majeure, the availability of financing, and the City’s issuance of permits and approvals, Developer shall commence construction of the Project within thirty (30) days of issuance of building permits subject to above average rainfall or other unusual weather events and in such event(s) construction will commence no later than 180 days after issuance of building permits. Developer

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 15 shall diligently prosecute to completion the construction of the Project in order to allow City to issue a final certificate of occupancy in no event later than Twenty-four (24) months from the commencement of construction. Subject to the provisions hereof, the availability of financing, and the City’s issuance of permits and approvals, Developer’s failure to commence or complete construction of the Project in accordance with the time periods specified in this Section 5.8 and Exhibit D shall be an Event of Developer Default hereunder.

5.9. Rights of Access. For the purpose of ensuring that the Project is developed in compliance with this Agreement, Developer shall permit representatives of the City to enter upon the Property to inspect the Project following forty-eight (48) hours written notice, including without limitation inspection for labor standards compliance monitoring as described in Section

5.15 (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided). Developer shall have the right to accompany any City representative performing an inspection of the Project.

5.10. City Disclaimer. Developer acknowledges that City shall have the right to monitor, review, supervise, or inspect the progress of construction of the Project. Such right shall commence on the Effective Date and continue until issuance of Certificate of Completion under Section 5.13. Notwithstanding such right, Developer and all third parties shall rely on its or their own supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Project, subject to City confirmation of compliance with all California Building Code and Conditions of Approval. Any review or inspection undertaken by the City is solely for the purpose of determining whether Developer is properly discharging its obligations under this Agreement, the California Building Code and required Conditions of Approval, and shall not otherwise be relied upon by Developer or any third party as a warranty or representation by the City as to the quality of the design or construction of the Improvements or otherwise.

5.11. Construction Pursuant to Plans. Developer shall develop the Project substantially in accordance with the approved Construction Plans, the Conditions of Approval, and all other permits and approvals granted by the City or other public agency, pertaining to construction of the Project. Developer shall comply with all directions, rules and regulations of any fire marshal, health officer, building inspector or other officer of every governmental entity having jurisdiction over the Property or the Project. Each element of the work shall proceed only after procurement of each permit, license or other authorization that may be required for such element by any governmental entity having jurisdiction. All design and construction work on the Project shall be performed by licensed contractors, engineers or architects, as applicable.

5.12. Defects in Plans. City shall not be responsible to Developer or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Plans. Subject to the last sentence of this Section 5.12, Developer shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees (defined below) from and against all Claims (defined below) arising out of, or relating to, or alleged to arise from or relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insurance policies shall have been determined to be applicable to any such Claims. Developer’s indemnification obligations set

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 16 forth in this Section shall survive the expiration or earlier termination of this Agreement and the recordation of a Certificate of Completion and shall be assumed by any successor to Developer’s interest in this Agreement. It is further agreed that City shall not waive any rights against Developer which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Developer’s deposit with City, of any of the insurance policies described in this Agreement. Developer’s indemnification obligations pursuant to this Section shall not extend to Claims to the extent arising due to the gross negligence or willful misconduct of the Indemnitees. Developer’s indemnification obligations set forth in this Section shall not apply to any Construction Plans that are not used by or on behalf of Developer or any entity affiliated with Developer, including without limitation, a Controlled Affiliate or an entity controlled by or under common control with Developer.

5.13. Certificate of Completion for Project. Promptly after completion of construction of the Project and its issuance of a final Certificate of Occupancy by the City, and upon the written request of Developer, the City will provide an instrument (“Certificate of Completion”) so certifying, provided that at the time such certificate is requested all applicable components of the Project have been completed. The Certificate of Completion shall be conclusive evidence that Developer has satisfied its obligations under this Agreement.

The Certificate of Completion shall be issued substantially in the form attached hereto as Exhibit B, and at Developer’s option, shall be recorded in the Official Records. The Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a deed of trust or mortgage securing money loaned to finance the Project or any part thereof and shall not be deemed a notice of completion under the California Civil Code, nor shall such Certificate provide evidence that Developer has satisfied any obligation that survives the expiration of this Agreement.

5.14. Equal Opportunity. During the construction of the Project, Developer shall not permit any discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person under the direct control of Developer, and Developer shall require that its contractors and subcontractors to refrain from discrimination on such basis.

5.15. Prevailing Wage Requirements. To the full extent required by all applicable State and Federal laws, rules and regulations, if any, Developer shall for itself and shall require its contractors and agents to comply with California Labor Code Section 1720 et seq., the DavisBacon Act, and the regulations adopted pursuant to each of them, as the same may be applicable to the Project (“Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions.

Subject to the last sentence of this paragraph, Developer shall indemnify, defend (with counsel approved by City) and hold the City, and its elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 17 are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781), the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Developer related to this Agreement with respect to the payment or requirement of payment of prevailing wages, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Developer which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Developer’s deposit with City of any of the insurance policies described in this Agreement. The provisions of this Section 5.15 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project and shall be assumed by any successor to Developer’s interest in this Agreement. Developer’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of one or more of the Indemnitees. Developer’s indemnification obligations set forth in this Section shall only apply to work performed by or on behalf of Developer or any entity affiliated with Developer, including without limitation, a Controlled Affiliate or an entity controlled by or under common control with Developer.

5.16. Compliance with Laws. In connection with development and construction of the Project, Developer shall comply, and shall cause its contractors to comply with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, applicable provisions of the California Public Contract Code (if any), the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, applicable provisions of the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. Developer shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Developer’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City shall not waive any rights against Developer which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Developer’s deposit with City of any of the insurance policies described in this Agreement. Developer’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees.

Developer’s defense and indemnification obligations set forth in this Section 5.18 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project.

5.17. Liens and Stop Notices. If a claim of a lien or stop notice is given or recorded affecting the Project or the Property, Developer shall within thirty (30) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; or (c) provide other assurance

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 18 satisfactory to City that the claim of lien or stop notice will be paid or discharged. The provisions of this Section 5.17 shall apply from and after Developer’s acquisition of a fee simple interest in the Property.

5.18. Right of City to Satisfy Liens on the Property. If Developer fails to satisfy or discharge any lien or stop notice on the Property pursuant to and within the time period set forth in Section 5.17 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Developer’s expense with prior written notice to Developer. In such event Developer shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Developer to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Developer.

Developer shall file a valid notice of cessation or notice of completion upon cessation of construction of the Improvements for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property or the Improvements. The City may (but has no obligation to), with prior written notice to Developer, record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property and the Improvements.

5.19. Performance and Payment Bonds. Prior to commencement of construction work on the Project, Developer shall cause its general contractor to deliver to the City copies of payment bond(s) and performance bond(s) issued by a reputable insurance company licensed to do business in California, each in a penal sum of not less than one hundred percent (100%) of the scheduled cost of construction of the Project. Bonds shall name the Developer and the City as co-obligees, In lieu of such performance and payment bonds, subject to City’s approval of the form and substance thereof, Developer may submit evidence satisfactory to the City of the contractor’s ability to commence and complete construction of the Project in the form of an irrevocable letter of credit, pledge of cash deposit, certificate of deposit, or other marketable securities held by a broker or other financial institution, with signature authority of the City required for any withdrawal, or a completion guaranty in a form and from a guarantor acceptable to City. Such evidence must be submitted to City in approvable form in sufficient time to allow for City’s review and approval prior to the scheduled construction start date.

5.20. Insurance Requirements. Developer shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Article XI.

5.21. Records Maintenance and Retention. Developer shall maintain records that accurately and fully show the date, amount, purpose, and payee of all expenditures incurred in the construction of the Project for a period of no fewer than three (3) years after completion of the work.

ARTICLE VI

USE OF THE PROPERTY

6.1. Use. Developer covenants and agrees for itself and its successors and assigns that the Property shall be used for the development and operation of a mixed-use project, with

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 19 associated amenities and services, as described herein and in accordance with the terms and conditions of this Agreement. The provisions of this Section 6.1 shall not prevent the future redevelopment of the property following the completion of the project.

6.2. Intentionally Omitted

6.3. Taxes and Assessments. From and after Developer’s acquisition of the Property, Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, payroll, withholding, sales, and other taxes assessed against the Property or the Improvements and payable by Developer, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property or the Improvements; provided, however, that Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge, the Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

6.4. Intentionally Omitted

ARTICLE VII

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT AND

CONTROL OF DEVELOPER

7.1. Change Pursuant to this Agreement. Developer has represented that it possesses the necessary expertise, skill and ability to carry out the development of the Project on the Property pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Developer are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Developer. No voluntary or involuntary successor, assignee or transferee of Developer shall acquire any rights or powers under this Agreement, except as expressly provided herein.

7.2. Prohibition on Transfer. Except as set forth in Section 7.3 below, prior to completion and opening of the Project, Developer shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of Developer’s interest in the Property, the Project, the Improvements, or this Agreement, without the prior written approval of City, which approval shall not be unreasonably withheld. (The provisions concerning Transfer of the Property, the Project and the Improvements shall apply commencing upon Developer’s acquisition of a fee simple interest in the Property.) Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, completion and opening of the Project, except as expressly permitted by this Agreement, Developer shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 20 twenty-five percent (25%) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision.

7.3. Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or the Property in accordance with the approved Financing Plan as it may be updated with City approval, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; or (iv) a Transfer to a legal entity controlled by Developer (“Controlled Affiliate”).

7.4. Requirements for Proposed Transfers. The City may, in the reasonable exercise of its sole discretion which shall not be unreasonably withheld, consent to a proposed Transfer of this Agreement, the Improvements, the Property or portion thereof if all of the following requirements are met (provided however, the requirements of this Section 7.4 shall not apply to Transfers described in clauses (i) through (iv) of Section7.3):
a. The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete construction of the Project and to otherwise fulfill the obligations undertaken by the Developer under this Agreement. b. The Developer and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of this Agreement, the Improvements, the Property or interest therein together with such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.
c. The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement and the City Documents arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Developer’s obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement. d. The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City Manager unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. If a proposed Transfer has not been expressly rejected or approved by City in writing within sixty (60) days following City’s receipt of written request by Developer, it shall be deemed accepted.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 21 City may request information be provided by Developer regarding the proposed Transfer, which shall not be unreasonably withheld, for the purposes of assessing the Transfer request.

7.5. Effect of Transfer without City Consent.
a. In the absence of specific written agreement by the City, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement.
b. Without limiting any other remedy City may have under this Agreement, or under law or equity, it shall be an Event of Developer Default hereunder entitling City to terminate this Agreement if without the prior written approval of the City, Developer assigns or Transfers this Agreement, the Improvements, or the Property prior to the City’s issuance of a Certificate of Completion.

ARTICLE VIII

SECURITY FINANCING AND RIGHTS OF MORTGAGEES

8.1. Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property or the Improvements only for the purpose of securing loans for the purpose of the design and construction of the Improvements, and other expenditures reasonably necessary for development of the Property pursuant to this Agreement. Developer shall not enter into any conveyance for such financing that is not contemplated in the Financing Plan as it may be updated with City approval which shall not be unreasonably withheld, without the prior written approval of the City’s Manager or his or her designee. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

8.2. Holder Not Obligated to Construct. The holder of any mortgage, deed of trust authorized by this Agreement shall not be obligated to complete construction of the Improvements or to guarantee such completion. Nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement.

8.3. Notice of Default and Right to Cure. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property or the Improvements, provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach within the cure period provided to Developer extended by and additional sixty (60) days. In the event that possession of the Property or the Improvements (or any portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 22 the Property or Improvements, as applicable, within sixty (60) days after receipt of the City’s notice, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure or remedy. A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify City of its intent to exercise such right prior to commencing to cure or remedy such default or breach. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect the same) without first having expressly assumed in writing Developer’s obligations to City under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the Project and the Improvements and submit evidence reasonably satisfactory to City that it has the development capability on staff or retainer and the financial capacity necessary to perform such obligations. Any such holder properly completing the Project pursuant to this Section shall assume all rights and obligations of Developer under this Agreement and shall be entitled to a Certificate of Completion upon compliance with the requirements of this Agreement.

8.4. City Right to Cure Defaults. In the event of a breach or default by Developer under a mortgage or deed of trust secured by the Property or the Improvements, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City shall be entitled to reimbursement from Developer, for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum.

8.5. Holder to be Notified. Developer agrees to use best efforts to ensure that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged by the holder prior to its creating any security right or interest in the Property or the Improvements.

8.6. Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City’s substantive rights and obligations under this Agreement.

8.7. Estoppel Certificates. Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

ARTICLE IX

ENVIRONMENTAL MATTERS

9.1. No City Liability; Developer’s Covenants. Except as provided in City’s Disclosures pursuant to Section 2.1, the Parties acknowledge that Environmental Conditions on the Property are unknown at this time and may require environmental remediation.

Nevertheless, Developer agrees, as of the Closing, to take title to the Property “as is” in its

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 23 present physical condition subject to the provisions hereof. Upon Developer’s acquisition of the Property, and except as expressly provided herein, Developer shall be solely responsible for the costs of any environmental remediation necessary to meet local, regional, state or federal requirements, including costs for environmental remediation of Environmental Conditions preexisting as of the date the City takes title to the Property. Except as expressly provided herein, Developer agrees not to seek from the City any contribution or reimbursement of the costs of environmental remediation of the Environmental Conditions as they exist on the date City takes title to the Property.

From and after Developer’s acquisition of the Property, upon receipt of any notice regarding the presence, release or discharge of Hazardous Materials (defined below) in, on or under the Improvements, the Property, or any portion thereof, subject to the provisions hereof.

Developer agrees to timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the presence, release or discharge of such Hazardous Materials within such deadlines as specified by applicable Environmental Laws. Developer hereby covenants and agrees that commencing upon Developer’s acquisition of the Property:
a. Developer shall not knowingly permit the Project or the Property or any portion of either to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence or release of Hazardous Materials in, on, under, about or from the Project or the Property with the exception of cleaning supplies and other materials customarily used in construction, operation or maintenance of residential property and any commercial uses developed as part of the Project, and used, stored and disposed of in compliance with Hazardous Materials Laws (defined below), and
b. Developer shall keep and maintain the Project and the Property and each portion thereof in compliance with and shall not cause or permit the Project or the Property or any portion of either to be in violation of, any Hazardous Materials Laws. c. Developer has performed a due diligence review of the condition of the Property. All information obtained by Developer regarding such condition has been disclosed to City in writing.

9.2. Environmental Indemnification. Subject to the last sentence of this Section and except as expressly provided herein, commencing upon Developer’s acquisition of the Property, Developer shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims including without limitation any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials and administrative, enforcement or judicial proceedings resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal or the alleged presence, release, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property, or (ii) the failure of Developer, Developer’s employees, agents, contractors, subcontractors, or any person acting on behalf of any of the foregoing to comply with Hazardous Materials Laws or the covenants set forth in Section 9.1. The foregoing indemnity shall further apply to any residual contamination

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 24 in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The provisions of this Section 9.2 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination of this Agreement. Except for any Claims caused by sole negligence of the Developer or its agents, Developer’s indemnification obligations set forth in this Section shall not apply to Claims occurring prior to Developer’s acquisition of the Property.
a. No Limitation. Except as provided herein, Developer hereby acknowledges and agrees that Developer’s duties, obligations and liabilities under this Agreement, including, without limitation, under Section 9.2 above, are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Materials, whether the City obtained such information from the Developer or from its own investigations. It is further agreed that City does not and shall not waive any rights against Developer that they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

9.3. Hazardous Materials. As used herein, the term “Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 25 9.4. Environmental Laws. As used herein, the term “Environmental Laws” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C.

Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as each of the foregoing now exist or are hereafter amended, together with any regulations promulgated thereunder.

ARTICLE X

DEFAULTS, REMEDIES AND TERMINATION

10.1. Event of Developer Default. The following events shall constitute an event of default on the part of Developer (“Event of Developer Default”):
a. Subject to force majeure (which shall include matters out of Developer’s control including, without limitation, excessive rainfall or other weather, strikes, insurrection, labor shortages, material shortages, pandemics [excepting the ongoing COVID-19 pandemic], but only to the extent those matters are the cause of the Event of Developer Default.), the availability of financing and City’s issuance of permits and approvals, Developer fails to purchase the Property at the agreed-upon price, or to commence or complete construction of the Project within the times set forth in Section 5.8, or, subject to force majeure, abandons or suspends construction of the Project prior to completion for a period of sixty (60) days or more; b. A Transfer occurs, either voluntarily or involuntarily, in violation of Article VII;

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 26 c. After Closing and prior to completion of construction, Developer fails to maintain insurance as required pursuant to this Agreement, and Developer fails to cure such default within ten (10) days;
d. After Closing and prior to completion of construction and subject to Developer’s right to contest the following charges pursuant to Section 6.3, if Developer fails to pay prior to delinquency taxes or assessments due on the Property or the Project or fails to pay when due any other charge that may result in a lien on the Property or the Project, and Developer fails to cure such default within thirty (30) days of date of delinquency, but in all events upon the imposition of any such tax or other lien if remaining delinquent and uncured 30 days after notice thereof;
e. Following Developer’s acquisition of the Property and prior to completion of construction, a default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property, the Improvements, or Developer’s interest therein, and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan subject to applicable subordination;
f. Prior to completion of construction, any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City and Developer fails to cure such default within sixty (60) days after the date upon which City shall have given written notice of the default to Developer;
g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Developer (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Developer or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Developer or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; h. A court of competent jurisdiction shall have made or entered any decree or order (1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Developer or seeking any arrangement for Developer under bankruptcy law or any other applicable debtor’s relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Developer;
i. Developer shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property or the

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 27 Improvements, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution; j. Prior to completion of construction, the Developer shall have voluntarily suspended its business for a period exceeding 60 days or Developer shall have been dissolved or terminated except in relation to any permitted transfer hereunder; k. An event of default arises under any City Document and remains uncured beyond any applicable cure period; or
l. Developer defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 10.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or sixty (60) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Developer; provided however, if the default is of a nature that it cannot be cured within sixty (60) days, an Event of Developer Default shall not arise hereunder if Developer commences to cure the default within sixty (60) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion and in no event later than one hundred twenty (120) days after receipt of notice of the default.

10.2. City Default. An event of default on the part of City (“Event of City Default”) shall arise hereunder if City fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of thirty (30) days after written notice thereof from Developer to City, or in the case of a default which cannot with due diligence be cured within thirty (30) days, City fails to commence to cure the default within thirty (30) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion.

10.3. City’s Right to Terminate Agreement. If prior to Closing an Event of Developer Default shall occur and be continuing beyond any applicable cure period, then City shall, in addition to other rights available to it under law or this Agreement, have the right to terminate this Agreement. If City makes such election, City shall give written notice to Developer and to any mortgagee entitled to such notice specifying the nature of the default and stating that this Agreement shall expire and terminate on the date specified in such notice, and upon the date specified in the notice, this Agreement and all rights of Developer under this Agreement, shall expire and terminate and City shall immediately refund the Good Faith Deposit to Developer in accordance with section 4.3.

10.4. City’s Remedies and Rights Upon an Event of Developer Default. Upon the occurrence of an Event of Developer Default and the expiration of any applicable cure period, City shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Developer, except for notices or demands required by law or expressly required pursuant to the City Documents, exercise one or more of the following remedies:
a. Seek specific performance to enforce the terms of the City Documents;

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 28 b. Pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the City Documents and City’s rights thereunder including, without limitation, calling all sums, if any, advanced by and payable to the City, with accrued interest; entering into possession of the Property and taking over and completing development of the Project; stopping construction; and/or appointment of a receiver. c. Option to Purchase, Enter and Possess. If after conveyance of the Property, Developer (i) fails to begin construction of the Project within the time specified in Exhibit D as such date may be extended pursuant to the terms hereof, (ii) abandons or suspends construction of the Project for a period of sixty (60) days after written notice from City, (iii) fails to complete construction of the Project by the time specified in Exhibit D as such date may be extended pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily Transfers the Property or this Agreement in violation of Article VII, then the City shall provide Developer 45 days’ notice and demand to perform and cure any such default. If at the expiration of such period, Developer remains in default under any of (i) through (iv) above in this subsection (c), then the City shall have the right, at its option, to purchase, enter and take possession of the Property with all improvements thereon (the “Repurchase Option”), To exercise the Repurchase Option, the City shall pay to the Developer cash in an amount equal to:
i. The purchase price paid to the City by the Developer for the Property; plus
ii. The fair market value of any new improvements existing on the Property at the time of exercise of the Option; less
iii. Any gains or income withdrawn or made by the Developer from the applicable portion of the Property or the improvements thereon; less iv. The value of any liens or encumbrances on the applicable portion of the Property which the City assumes or takes subject to; less v. Any damages to which the City is entitled under this Agreement by reason of Developer’s default.

In order to exercise the Repurchase Option, City shall give Developer notice of such exercise, and Developer shall, within thirty (30) days after receipt of such notice, provide City with a summary of all of Developer’s costs incurred as described in this Section.

Within thirty (30) days of City’s receipt of such summary, City shall pay into an escrow established for such purpose cash in the amount of all sums owing pursuant to this Section 10.4, and Developer shall execute and deposit into such escrow a grant deed transferring to City all of Developer’s interest in the Property, or portion thereof, as applicable and the improvements located thereon.

The parties shall cause a memorandum or memoranda of the rights granted the City in Sections 10.4(c) of this Agreement to be recorded in the official records of Sonoma County at the time of the Close of Escrow for conveyance of the Property to Developer.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 29 The rights established in this Section 10.4 are to be interpreted in light of the fact that the City will convey the Property to the Developer in reliance on and for completed development as specified herein.

10.5. Developer’s Remedies Upon an Event of City Default. Upon the occurrence of an Event of City Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, Developer may bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement.

10.6. Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding anything to the contrary set forth herein, a Party’s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages.

10.7. Inaction Not a Waiver of Default. No failure or delay by either in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default.

ARTICLE XI

INDEMNITY AND INSURANCE

11.1. Indemnity. Developer shall indemnify, defend (with counsel approved by City) and hold Indemnitees, except third party contractors and consultants, harmless from and against any and all Claims arising out of Developer’s performance or breach of any term or provision hereof (excluding City’s performance or breach hereunder), including without limitation, Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Developer or Developer’s contractors, subcontractors, agents or employees development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or otherwise arising out of or in connection with Developer’s performance under this Agreement. Developer’s indemnification obligations under this Section 11.1 shall not extend to Claims arising from City’s performance or breach hereunder or resulting solely from the gross negligence or willful misconduct of, or to any breach of a warranty or representation of this Agreement by, one or more Indemnitees. The provisions of this Section 11.1 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination of this Agreement. It is further agreed that City will not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 30 11.2. Liability and Workers’ Compensation Insurance. a. Prior to initiating work on the Project and continuing through the issuance of the Certificate of Completion, Developer and all contractors working on behalf of Developer on the Project shall maintain a commercial general liability policy in the amount of One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate, together with Three Million Dollars ($3,000,000) excess liability coverage, or such other policy limits as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds.
b. Until issuance of the Certificate of Completion, Developer and all contractors working on behalf of Developer shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles and shall furnish or cause to be furnished to City evidence satisfactory to City that Developer and any contractor with whom Developer has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law. Automobile liability policies shall name the Indemnitees as additional insureds.
c. Upon commencement of construction work and continuing until issuance of a Certificate of Completion, Developer and all contractors working on behalf of Developer shall maintain a policy of builder’s all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee. Such insurance shall include coverage for risks of direct physical loss or damage, excluding the perils of earthquake, flood, and earth movement.
d. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A: VII. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds.

Builder’s Risk and property insurance shall name City as loss payees as their interests may appear.
e. Prior to commencement of construction work, Developer shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal.
f. If any insurance policy or coverage required hereunder is canceled or reduced, Developer shall, within twenty-one (21) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 31 or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Developer’s expense, and Developer shall promptly reimburse City for such expense upon receipt of billing from City.
g. Coverage provided by Developer shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City. Developer shall furnish the required certificates and endorsements to City prior to the commencement of construction of the Project, and shall provide City with certified copies of the required insurance policies upon request of City.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1. City is exclusively represented by Jones Lang LaSalle Brokerage Inc. in this transaction, and Developer is represented exclusively by Keegan & Coppin Inc. In the event City and Developer enter into an Agreement to purchase the Property, City shall pay a broker commission fee equal to five percent (5%) of the gross sales proceeds, payable at Closing of escrow, and split evenly between Developer and City’s broker representatives. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement.

12.2. Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Party, acts or failures to act of the City or any other public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City), or any other cause beyond the affected Party’s reasonable control.

An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Developer and City (acting in the discretion of its City Manager unless he or she determines in his or her discretion to refer such matter to the governing board of the City).

City and Developer acknowledge that adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the work of Improvements shall not constitute

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 32 grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

12.3. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section. All such notices shall be sent by:
a. personal delivery, in which case notice is effective upon delivery; b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; c. nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service;
d. facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by firstclass or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a non-business day.

City: City of Cotati
201 West Sierra Avenue
Cotati, CA 94931
Attention: City Manager
Facsimile: 707-795-7067
With a copy to: Meyers Nave
1999 Harrison Street, 9th Floor
Oakland, CA 94607
Attn: John Bakker
Phone: (510) 808-2000
Facsimile: (510) 444-1108
Developer: David McDonald & Brion Wise of B Wise Inc, a Nevada Corporation
Attn: David McDonald
Post Office Box 1487
Sonoma CA 95476
Phone: (707) 477-2389
With a copy to:

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 33 William W. Hatcher
Law Offices of William W. Hatcher
114 Pierce Street
Santa Rosa, CA 95404
Phone: (707) 542-1921
Facsimile: (707) 545-0220

12.4. Attorneys’ Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements.

12.5. Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties.

12.6. Binding on Successors. Subject to the restrictions on Transfers set forth in Article VI, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law.

12.7. Survival. All representations made by either party hereunder and Developer’s obligations pursuant to Sections 5.15, 5.16, 5.17, 5.18, 9.2, 11.1, and 12.1 shall survive the expiration or termination of this Agreement and the issuance and recordation of a Certificate of Completion.

12.8. Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

12.9. Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City Manager or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City Manager determines in his or her discretion that such action or approval requires referral to the City Council for consideration.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 34 12.10. Entire Agreement. This Agreement, including Exhibits A through F attached hereto and incorporated herein by this reference, together with other City Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof.

12.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

12.12. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

12.13. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

12.14. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

12.15. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of the City shall be personally liable to Developer or its successors in interest in the event of any default or breach by City for any amount which may become due to Developer or its successors in interest pursuant to this Agreement.

12.16. Time of the Essence; Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of California.

12.17. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of Sonoma County, California.

SIGNATURES ON FOLLOWING PAGE.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) 35 IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first written above.

CITY
CITY OF COTATI, a California municipal corporation
By: __________________________________
Damien O’Bid, City Manager
ATTEST:

By: _________________________________
Kevin Patterson, Deputy City Clerk
APPROVED AS TO FORM:

By: _________________________________
John D. Bakker, City Attorney

DEVELOPER
__________________________________
David McDonald, et al
3885530.2

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Exhibit A
Legal Description of Property
950 E. Cotati Avenue – Vacant Parcel / Future Development APN# 144-320-026-000 / 18,295 S.F.

The properties were acquired to assist in implementation as part of the Intermodal Transit Center anchored by Sonoma Marin Area Rail Transit or SMART. The City and the Former Agency partnered with Sonoma County Transit, and SMART) to build a station next to the service tracks, a Park & Ride facility and associated bus and train infrastructure. The facilities serve City residents and visitors, along with students, faculty, and staff of Sonoma State University. The Cotati station is one of several stops on the Sonoma County portion of the SMART service area. The properties were purchased in 2001 and housed an abandoned warehouse that was demolished to make way for the construction of a new depot, parking, and retail space. The train depot opened April 7, 2015. Sonoma County Transit purchased part of the original development site to construct a Park and Ride facility which is also complete. The original parcels that were purchased were re-mapped to facilitate the intermodal plans and a new map approved.

Commercial or mixed-use residential/commercial development associated with future commuter rail travel consistent with the Santero Way Specific Plan. The specific plan area designated as a Priority Development Area (PDA) in the Sustainable Communities Strategy adopted by the Association of Bay Area Governments.

The Successor Agency will market the site for disposition and development consistent with the Plan’s goals.

County Assessor’s Parcel Map and Parcel Report as of June 8, 2022, are provided attached for reference.

Commented [AC1]: Pending final title report.

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati)

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Exhibit B
Being a 20.00 foot wide Emergency Vehicle Access Easement affecting Parcel 2 and the Designated Remainder as shown on that certain Parcel Map No. 119 recorded July 21, 2011 in Book 746 of Maps at pages 28-29, Sonoma County Records, and the westerly line of said Emergency Vehicle Access Easement being more particularly described as follows:

Beginning at a point on the southeasterly line of Parcel 2 as shown on that certain Parcel Map No. 119 recorded July 21, 2011 in Book 746 of Maps at pages 28-29, Sonoma County Records, and said Point of Beginning being at a point on said southeasterly line 20.00 feet southwest, measured at right angles, of the southeasterly projection of the northeasterly line labeled S 25o33’31” E, 142.55 feet as shown on said Map; thence from said Point of Beginning northwesterly and parallel with said northeasterly line, N 25o33’31” W, 159.81’ to the northwest line of said Parcel 2; thence continuing parallel with said northeasterly line and across the Designated Remainder as shown on said Map N 25o33’31” W, 12.89 feet to the southerly line of East Cotati Avenue as shown on said Map, and the end of the herein described westerly line.

The easterly line of said Emergency Vehicle Access Easement shall be lengthened or shortened to terminate on the southeasterly line of said Parcel 2, and the southerly line of said East Cotati Avenue.

Affecting Assessor’s Parcels 144-320-026 and 144-320-029 Affecting 3,461 Square Feet, more or less.

Basis of Bearings, Parcel Map No. 119, recorded July 21, 2011 in Book 746 of Maps at pages 28-29, Sonoma County Records.

Prepared by: Date: January 20, 2022
Aaron R. Smith, PLS 7901
My license expires 12/31/2023

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) adobe associates, inc.
civil engineering land surveying wastewater
1220 N. Dutton, Ave., Santa Rosa, Ca. 95401
P (707) 541-2300; F (707) 541-2301

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Exhibit B
Being a 5.00 foot wide No Build Easement affecting Parcel 2 and the Designated Remainder as shown on that certain Parcel Map No. 119 recorded July 21, 2011 in Book 746 of Maps at pages 28-29, Sonoma County Records, and the easterly line of said easement being more particularly described as follows:

The westerly line of said No Build Easement shall be lengthened or shortened to terminate on the southeasterly line of said Parcel 2, and the southerly line of said East Cotati Avenue.

Affecting Assessor’s Parcels 144-320-026 and 144-320-029.

Affecting 863 Square Feet, more or less.

Basis of Bearings, Parcel Map No. 119, recorded July 21, 2011 in Book 746 of Maps at pages 28-29, Sonoma County Records.

Prepared by: Date: January 20, 2022
Aaron R. Smith, PLS 7901
My license expires 12/31/2023

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) adobe associates, inc.
civil engineering land surveying wastewater
1220 N. Dutton, Ave., Santa Rosa, Ca. 95401
P (707) 541-2300; F (707) 541-2301

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Exhibit C

PRELIMINARY FINANCING PLAN
PROJECT : Cotati Station Mixed Use Complex 24 month project 950 East Cotati basis of numbers:

Cotati, CA 14 units @ 1250 s.f. each, floors 2 and 3
2 roof units @ 1800 s.f. each, top floor (in roof)
7000 s.f. commercial space 1st floor
Project Financing ALL CASH, no financing will be required.

Construction
Soft Costs Land Cost $350,000
Traffic, Other Studies $20,000
Architectural Fees $200,000
Structural Fees $75,000
Soils Studies & Testing $30,000
Project Insurance $125,000
Permits & Fees, Entitlements $200,000
Contingency $150,000
Sales Fees @ 5% $400,500
Transfer Taxes @ 1% $80,000
Soft Cost Total $1,630,500
Hard Costs
Division 1 General Requirements

1.01 Site Supervisor/Daily Supervision $155,000

1.02 Mobilization $22,000

1.03 lay out survey $3,000

1.04 Clean Up (inc final) $15,000

1.05 Demo & Offhaul $12,000

1.06 Temporary Utilities/facilities $10,000

1.07 Scaffolding $55,000
Division 2 Site Work

2.01 Pad Fill/Compaction $55,000

2.02 Earth Work/ Trenching, inc utility trenching $25,000

2.03 Drainage/Backfill $19,000

2.04 Pier Drilling $17,000

2.05 Landscaping $45,000

2.06 Division 3 Concrete

3.01 Foundation, inc piers $180,000

3.02 Retaining Walls $30,000

3.03 Driveway/Parking/Hardscape $140,000
Division 4 Masonry

4.01 Marble Slab $55,000

4.02 Division 5 Metal

5.01 Struct Steel per eng $57,000

5.02 Gutters/Downspouts $35,000

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Exhibit C

PRELIMINARY FINANCING PLAN
Division 6 Carpentry

6.1 Carpentry, Gen'l $165,000

6.2 Lumber, Rough $220,000

6.3 Lumber, Finish $75,000

6.4 General Labor $125,000
Division 7 Insulation

7.1 Waterproofing $25,000

7.2 Insulation $60,000

7.3 Roofing, SS Metal & Insulation $77,000

7.4 Flashing and Sheet Metal $26,000
Division 8 Door and Window

8.1 Interior Doors/Partitions $38,000

8.2 Garage Doors

8.3 Windows/Doors $155,000

8.4 Mirror / Shower Enclosures $35,000
Division 9 Finishes

9.1 1st floor ext finish $65,000

9.2 Gypsum board $135,000

9.3 Granite Tile, bath fls/walls $97,000

9.4 Specialty Design Finishes $100,000

9.5 Flooring, per drawing $86,000

9.6 Painting $115,000
Division 10 Specialties

10.1 Tempered Glass Railings $42,000

10.2 Fireplace $45,000

10.3 Signage $15,000

10.4 Fire Suppression System $147,000
Division 11 Equipment

11.1 Kitchen Appliance $85,000
Division 12 Furnishings

12.1 Cabinets / Closets $95,000
Division 13 Special Construction

13.1 Solar $75,000
Division 14 Conveying Systems

14.1 Elevator $100,000
Division 15 Mechanical

15.1 Plumbing $127,000

15.2 Plumbing Fixtures $48,000

15.3 HVAC $120,000
Division 16 Electrical

16.1 PG&E (Meter) $50,000

16.2 Electrical $125,000

16.3 Electrical Fixtures $40,000
Construction Budget Sub-total $3,643,000
Division 18 Contingency

18.1 Contractor's Contingency $0

18.2 Profit & Overhead (15%) $546,450
CONSTRUCTION TOTAL $4,189,450
Gross Total, Preliminary Costs
Construction Soft Costs $1,630,500
Construction Hard Costs $4,189,450
$5,819,950

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Exhibit D
Development and Performance Schedule
Effective Date of Agreement TBD,
From Effective Date
Completion of Due Diligence Contingency 120 days
Site and Soil Studies Completed 120 days
Traffic, VMC, Greenhouse Gas Studies Completed 200 days Bid for Construction 200 days
Preliminary Architectural Drawings 200 days
Preliminary Structural Drawings 230 days
Environmental Review Contingency 270 days
Title 24 SWPP 300 days
Design Review 340 days
Drawing Submittals for Approval/Permit 390 days
Plan Approval, Permit Issued, COE 450 days
Break Ground for Construction Start 460 days
Construction Complete, Cert of Occupancy 1190 days

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati)

EXHIBIT E
- 950 E. COTATI AVENUE CONCEPT DESIGN PLANS

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Attachment: Purchase and Sale Agreement- 950 E. Cotati Ave. (Land Purchase Agreement 950 E. Cotati) Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: Adoption of the City Wide Salary Schedule for Fiscal Year 2022/23 Date: June 28, 2022
Written by: Neil Tomlinson,
Recommendation
It is recommended that the City Council adopt the fiscal year 2022/23 salary schedule, as updated per the current City labor agreements.

Background
The City Council and staff believe that our citizens have a right to full transparency with respect to public information, including the wages and benefits received by City employees and elected officials. To that end, salary schedules as well as labor agreements are available on the City’s website.

For transparency as well as effective and efficient financial reporting, City staff have prepared the annual salary schedule for fiscal year 2022/23, using the adopted labor agreements in effect as of July 1, 2022.

Analysis/Discussion
The City of Cotati has three separate bargaining units; the CEA, the Cotati Police Officers Association (CPOA), and the Cotati Police Management Association (CPMA), as well as the Non-Represented group and a single employment agreement with the City manager. The salary schedule implements the existing approved memorandum of understandings with each group or contract.

The State of California has implemented an annual increase to the minimum wage so that as of January 1, 2023, the minimum wage will be increased by 50 cents to $15.50 per hour. To meet this requirement the City staff is recommending early adoption of the minimum wage in effect for Intern and Recreation Staff positions as of the first full pay period of the fiscal year.

Financial Considerations
There is no fiscal impact associated with the approval and publishing of the salary schedule.

Environmental Issues

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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.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI APPROVING THE FISCAL YEAR 2022/23 SALARY SCHEDULE
WHEREAS, on June 11, 2019 (Resolution 2019-22) the City Council approved a fiveyear MOU with the Cotati Police Officers Association (CPOA) effective the first full pay period following July 1, 2019; and
WHEREAS, on July 23, 2019 (Resolution 2019-35) the City Council approved a fiveyear MOU with the Cotati Police Management Association (CPMA) effective the first full pay period following July 1, 2019; and
WHEREAS, on August 24, 2021 (Resolution 2021-45) the City Council of the City of Cotati entered into an Amended and Restated Employment Agreement concerning compensation, benefits, terms, and conditions of Damien O’Bid’s employment as City Manager for the period of five (5) years, and
WHEREAS, on June 22, 2021 (Resolution 2021-33) the City Council approved a fiveyear MOU with the Cotati Employees Association (CEA) effective the first full pay period following July 1, 2021; and
WHEREAS, state law (ACA 3) require a multi-year increase in the State minimum wage; and
WHEREAS, the Non-Represented contract, (Resolution 2018-36) is currently in negotiations and expired July 1, 2021; and
WHEREAS, the changes previously authorized by the City Council though the aforementioned MOU’s and state minimum wage are incorporated into the attached salary schedule, effective the first full pay period after July 1, 2022; and WHEREAS, the action of approving the salary schedule does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required.

NOW THEREFORE BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF COTATI HEREBY approves the attached salary schedule effective the first full pay cycle in fiscal year 2022/23.

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 June 28th, 2022, by the following vote, to wit:

Approved:________________________________
Mayor
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Attest:____________________________
Kevin Patterson, Deputy City Clerk
Approved as to form:
____________________________
City Attorney
Attachments:

Fiscal Year 2022/23 Salary Schedule - Effective July 4, 2022 (PDF) Packet Pg. 92
Step Step Step Step Step
A BCDE
Accountant CEA 33.97 35.67 37.45 39.32 41.29
Account Clerk CEA 25.26 26.52 27.84 29.24 30.70
Accounting Technician CEA 34.95 36.70 38.54 40.46 42.48 Administrative Assistant CEA 28.95 30.39 31.91 33.51 35.18 Assistant Planner CEA 34.97 36.72 38.56 40.49 42.51
Associate Planner CEA 38.86 40.80 42.84 44.98 47.23
Building Official Non-Rep 53.44 56.11 58.92 61.86 64.96 Chief of Police Non-Rep 66.38 69.70 73.18 76.84 80.69
City Clerk Non-Rep 46.27 48.58 51.01 53.56 56.24
City Manager Contract - - - - 96.46
Civil Engineer CEA 44.50 46.72 49.06 51.51 54.08
Community Services Officer CPOA 28.72 30.15 31.66 33.24 34.90 Deputy City Clerk Non-Rep 32.66 34.29 36.01 37.81 39.70 Director of Administrative Services Non-Rep 65.26 68.52 71.95 75.55 79.32 Director of Community Development Non-Rep 69.12 72.58 76.20 80.02 84.02 Director of Public Works/City Engineer Non-Rep 73.73 77.42 81.29 85.35 89.62 Engineering Technician CEA 30.85 32.40 34.01 35.72 37.50 Intern Part Time 16.00 - 17.00 - 18.00
Laborer CEA 21.25 22.31 23.43 24.60 25.83
Maintenance Worker I CEA 27.03 28.38 29.80 31.29 32.85
Maintenance Worker II CEA 30.90 32.45 34.07 35.77 37.56 Maintenance Worker III CEA 31.61 33.19 34.85 36.59 38.42 Management Analyst CEA 36.16 37.97 39.87 41.86 43.96
Management Analyst - Confidential Non-Rep 35.28 37.04 38.90 40.84 42.88 Office Assistant CEA 20.73 21.76 22.85 23.99 25.19
Permit Technician CEA 30.02 31.52 33.10 34.75 36.49
Planning Technician CEA 30.02 31.52 33.10 34.75 36.49
Police Corporal CPOA 38.76 40.70 42.73 44.87 47.11
Police Dispatcher/Clerk CPOA 29.30 30.77 32.31 33.92 35.62 Police Lieutenant Non-Rep 52.99 55.64 58.42 61.34 64.41 Police Officer CPOA 36.89 38.74 40.68 42.71 44.85
Police Sergeant CPMA 43.84 46.03 48.33 50.75 53.28
Police Service Aide Part Time/Non Rep 25.85 27.14 28.50 29.92 31.42 Public Works Superintendent Non-Rep 47.89 50.28 52.80 55.44 58.21 Recreation Coordinator CEA 25.26 26.52 27.84 29.24 30.70 Recreation Manager Non-Rep 39.74 41.73 43.81 46.00 48.30 Reserve Police Officer Part Time/CPOA 36.89 38.74 40.68 42.71 44.85 Senior Accountant CEA 37.22 39.08 41.03 43.08 45.24
Senior Management Analyst CEA 39.67 41.65 43.73 45.92 48.22 Senior Management Analyst - Confidential Non-Rep 38.70 40.64 42.67 44.80 47.04 Senior Planner CEA 44.50 46.72 49.06 51.51 54.08
Recreation Seasonal Staff Step A Step B Step C
Camp Director Part Time 18.00 19.00 20.00
Assistant Camp Director Part TIme 17.00 18.00 19.00
Recreation Leader Part Time 16.00 17.00 18.00
Effective 07/04/2022
Salary Schedule 2022/23
Hourly (Full-time 2080/yr)
Position Title Bargaining Unit

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Attachment: Fiscal Year 2022/23 Salary Schedule - Effective July 4, 2022 (Fiscal Year 2022-23 Salary Schedule) Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: Adoption of a Resolution Approving the Annual Appropriations (Gann) Limit for Fiscal Year 2022/23.

Date: June 28, 2022
Written by: Neil Tomlinson,
Recommendation
It is recommended that the City Council Adopt a Resolution Approving the annual appropriations limit for the City of Cotati Fiscal Year 2022/23.

Background
On November 6, 1979, California voters approved the Gann Spending Limitation Initiative (Proposition 4) establishing Article XIIIB of the State Constitution. Subsequently, on June 5, 1990, California voters approved the Traffic Congestion Relief and Spending Limitation Act (Proposition 111), which made various amendments to Article XIIIB of the State Constitution.

Article XIIIB sets limits on the amount of tax revenues that the State and most local governments can appropriate within a given fiscal year.

The Appropriation Limit is based on actual appropriations during the 1978/79 fiscal year, as increased each year using specified population and inflationary growth factors. The original legislation implementing the provisions of Article XIIIB became effective January 1, 1981. In accordance with that legislation, the governing body of each government jurisdiction must, by resolution, establish its annual Appropriation Limit for the coming year (prior to July 1) at a regularly scheduled meeting or noticed special meeting. Based on Article XIIIB, the City of Cotati can use the larger of two measurements of population growth, (county or city population growth) in the Appropriations Limit calculation. For Fiscal Year 2022/23, the City is using the City of Cotati population factor, as this is lower than the rate for the County of Sonoma as a whole.

Analysis/Discussion
Section 7910 of the State Government Code requires a governing body to annually adopt by resolution, an Appropriations (Gann) Limit for the upcoming fiscal year when the budget is adopted. The Appropriations Limit is adjusted annually based on population and per capita income changes. This updated information is received from the California Department of

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Finance in May and is included within the final Appropriations Limit calculation.

Staff has calculated the Gann limit to be $18,355,175. The City’s tax proceeds subject to the FY 2022/23 Gann Limit are estimated at $8,834,095. Therefore, the City is deemed to be under the Gann limitation, by $9,521,080, and in compliance with state law. Adoption of the attached Resolution will formalize the Gann limit calculation for FY 2022/23.

Financial Considerations
The adoption of the Fiscal Year 2022/23 Appropriations Limit has no impact on City resources.

Environmental Issues
Not applicable.

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI
ESTABLISHING THE “GANN” APPROPRIATIONS LIMIT FOR FISCAL YEAR 2022/23.

WHEREAS, in November of 1979, the California electorate did adopt Proposition 4, commonly called the Gann Amendment, which added Article XIII-B to the California Constitution; and
WHEREAS, the provisions of that Article establish maximum appropriation limitations, commonly called “Gann Limits,” for public agencies; and WHEREAS, the appropriations limit to be applied to the “proceeds of taxes” as defined by Section 7910 of the Government Code for Fiscal Year 2022/23 has been calculated to be $18,355,175; and
WHEREAS, the City Council elects to use as the annual adjustment factors in calculating the appropriations limit, the percentage change in California per capita income and the annual population for the greater of the annual percentage change in population for the County of Sonoma or the City of Cotati.

NOW, THEREFORE, the City Council of the City of Cotati does hereby resolve that:

1. The appropriations limit for the City of Cotati for Fiscal year 2022/23 is $18,355,175.

2. The Resolution shall take effect July 1st.

3. The City Manager’s Office personnel shall certify to 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 June 28th, 2022, by the following vote, to wit:

Approved:________________________________
Mayor
Attest:____________________________
Kevin Patterson, Deputy City Clerk
Approved as to form:
____________________________
City Attorney
Attachments:

Gann Limit Calculation (PDF)
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APPROPRIATIONS LIMIT
What is it?
Sonoma County City of Cotati
Fiscal Year
Percentage Change
over Prior Year (1)
Percentage Change over
Prior Year (1)
Percentage Change over
Prior Year (1)
2022/23 7.55% 0.54% ‐1.53%
Per Capita Cost of Living Converted to Ratio: 7.55+100 = 1.0755 100
City of Cotati Population Converted to Ratio ‐1.53+100 = 0.9847 100
Calculation Factor for FY 2022/2023 1.0755 x 0.9847 = 1.0590 Fiscal Year 2021/2022 Appropriations Limit $              17,332,554 Fiscal Year 2022/2023 Factor                         1.0590 Fiscal Year 2022/2023 Appropriations Limit $              18,355,175 Tax Appropriations Total Budget for 2022/23
$                      2,012,395
6,070,000
Other Tax 751,70                            0
Total Appropriations Subject to Limit $                      8,834,095 Appropriations Subject to Limit $                      8,834,095 Fiscal Year 2022/2023 Appropriations Limit                       18,355,175 Over/(Under) Appropriations Limit $                    (9,521,080) Percentage Over/(Under) Limit ‐52%
Proposition 4, approved by the voters in November 1979, added California Constitution, Article XIIIB. This article limits the level of most appropriations from tax sources that the state and most local government entities are permitted to make in any given year. The limit for each year is equal to the limit for the prior year, adjusted for changes in the cost‐of‐living and population plus other various adjustments as required.

The first year in which appropriations limits applied to state and local governments in California was fiscal year (FY) 1980/81.

It should be noted that Appropriations Limit applies only to proceeds of taxes, as defined by the law and statewide reporting guidelines.

State of California Fiscal Year 2022/23 Population Change Per Capita Personal Income
Tax Appropriations Subject to the Tax Appropriations Limit Property Tax
Sales Tax
(1) Department of Finance‐Budgeting Resource Price and Population Factors Used For Appropriations Limit at:
http://www.dof.ca.gov/wp‐content/uploads/Forecasting/Demographics/Documents/PriceandPopulation2022.pdf

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Attachment: Gann Limit Calculation (Annual Appropriations (Gann) Limit for Fiscal Year 2022/23) APPROPRIATIONS LIMIT
Establishing Appropriations Limits
Historical and Estimated Future Limits
Fiscal Year
Personal Income
Change Population Change Growth Factor Annual Adjustment Historical Appropriations Limits
2021/22 1.0573 0.9899 1.0466 771,734 $
2020/21 1.0373 0.9875 1.0243 392,881 $
2019/20 1.0385 0.9960 1.0343 536,170 $
2018/19 1.0367 0.9978 1.0344 519,851 $
2017/18 1.0369 1.0050 1.0421 610,292 $
2016/17 1.0537 1.0053 1.0593 811,607 $
2015/16 1.0382 1.0084 1.0469 613,559 $
2014/15 0.9977 1.0039 1.0016 20,775 $
2013/14 1.0512 1.0057 1.0572 706,285 $
Future Year Estimates Appropriations Limit (2)
2023/24 1.0491 0.9912 1.0398 730,670 $
2024/25 1.0515 0.9899 1.0409 779,948 $
$                             15,111,919
$                             17,332,554
Appropriations Limit
$                             16,560,820
$                             16,167,939
$                             15,631,769
$                             19,865,792
(2) Estimates calculated based on changes to both personal income and population change following a trending 5 year average. $                             19,085,844
$                             14,501,625
$                             13,690,018
$                             13,076,459
$                             13,055,686
The City's limitation is calculated every year and is established by resolution of the City Council as part of the Annual Operating Budget.

A City Resolution was approved June 28, 2022 establishing the City of Cotati's appropriations limit.

The City's appropriations subject to the Gann Limit totals $8,834,095, which is well below the authorized spending limit of $18,355,175. Additional appropriations to the budget funded by non‐tax sources such as beginning fund balances, grants or service charges are unaffected by the appropriations limit. Historically, the City's Annual Appropriations Limit has exceeded annual appropriations and the City projects the trend to continue.

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Attachment: Gann Limit Calculation (Annual Appropriations (Gann) Limit for Fiscal Year 2022/23) Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: Consider approval of a Professional Design agreement with Harris and Associates for the Design of the 2023 Street Preservation Project
Date: June 28, 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 a professional services agreement with Harris and Associates for the design of the 2023 Street Rehabilitation Project and authorize the City Manager to execute the professional services agreement and any needed amendments up to the project's design budget amount.

Background
This item is to seek Council approval of a design contract for completion of a street rehabilitation construction project spring of 2023. The Project follows the recommendations of the City’s Pavement Management Program and is consistent with its recently adopted Annual and MultiYear Capital Plans. The City is committed to investing in its roadway infrastructure and the investment includes both higher cost rebuilding streets in poor condition as well as lower cost paving (i.e. street preservation) of streets in good condition. Every summer for the past several years, the City has completed street pavement preservation and rehabilitation projects and has significantly improved the overall condition of its streets.

Analysis/Discussion
In April 2022, the City Engineering Division issued a request for qualifications and received proposals from sixteen engineering firms. After evaluating the proposals, City Staff determined Harris and Associates to be the most qualified for the 2023 Street Rehabilitation Project. The City requested and Harris and Associates has provided a proposal to prepare construction plans and specifications and bidding services for the City to contract with a construction company for construction in the spring of 2023. City Staff have reviewed the proposal and find it to be fair and reasonable. The streets identified for rehabilitation treatments this summer are informed by the recently completed Pavement Management Plan (PMP). Note that the final list of streets may change slightly during design due to budget or other considerations.

The PMP presents four scenarios of street investment from zero funding to the current level of funding. If the City is able to sustain an average annual street funding of approximately $3.4 million, the City’s Pavement Condition Index (from zero to 100) is projected to increase to 84 by

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2026. With an overall PCI of 84, the City will have achieved its goal and have significantly reduced its annual street maintenance costs as primarily low cost treatments would be required.

Financial Considerations
The City’s proposed FY22/23 Annual Budget includes $320,000 for design. The proposal from Harris and Associates is $303,628 which is within this budgeted amount and, therefore, no budget amendment is needed for the action of approving the design contract. The funding is to come from the City’s General Fund.

Environmental Issues
The 2023 Street Rehabilitation 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:
2023 Street Construction and Improvement Projects Proposal (PDF)

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1401 Willow Pass Road Suite 500 Concord, CA 94520-7964 925.827.4900 f.866.356.0998 weareharris.com (USPS and email to [email protected])
Date: June 1, 2022
Craig Scott
DPW/City Engineer
City of Cotati
201 West Sierra Avenue
Cotati, CA 94931
Re: 2023 Cotati Street Construction and Improvements Project Dear Craig:

Our first On-call project with you! Thank you for selecting us as your pavement design consultant and having us submit the proposal for the 2023 Street Construction and Improvements Project. We have provided our project understanding, fee estimate and the tentative project schedule to construct in Spring 2023.

Project Description
Based on the updated draft PMP report from CAP’s the city would like to include the streets listed in Year 2023 (Scenario 1) for this year’s paving project. The 2023 Street Construction and Improvements Project will primarily consist of FDR, Mill & Overlay and Slurry Seal Treatments.

The following streets have tentatively been selected for the paving project:
2023 STREET CONSTRUCTION AND IMPROVEMENTS PROJECT
Street Name Begin End Length (LF) Treatment Approx. Cost Dig Out, Crack Seal, Slurry
Gravenstein
Way Bridge Bridge 1,409
Dig Out,
Crack Seal,
Slurry Seal
$42,320
John Roberts Dr 200 W of Lebec
Lane Macklin Dr 350
Dig Out,
Crack Seal,
Slurry Seal
$10,207
Subtotal Dig Out, Crack Seal, Slurry Seal = 1,759 LF $52,527 FDR
Amber Lane Woodland Hills End 390 FDR $104,442
Delano St Henry St Page St 245 FDR $57,738
Lebec Lane Eucalyptus Ave John Roberts Dr 630 FDR $215,954 Myrtle Ave 50 ft W of Wren Keppel Way 1,140 FDR $501,253 Myrtle Ave Keppel Way City Limits 822 FDR $361,430
Oretsky Way Cypress Ave Cypress Ave 651 FDR $188,285
Page St 50 ft W of Ramble
Creek W Sierra Ave 429 FDR $119,482
Wilford Lane Commerce Ave Meadowbrook Way 1,187 FDR $445,031 Subtotal FDR = 5,494 LF $1,993,615

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Packet Pg. 101 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and Improvements Design) Mill and Overlay (Edge Grind + 20% Digouts + Fab + 3in OL) Ahlstrom Dr Wilford Lane Gilbert Way 266 Mill & OL $74,718 Lund Hill Lane Val Paraiso Ave Jagle St 494 Mill & OL $117,080 Lund Hill Lane Jagle St Cypress Ave 1,026 Mill & OL $216,147 Macklin Dr Myrtle Ave John Roberts Dr 882 Mill & OL $247,748 Marsh Way E Cotati Ave End 574 Mill & OL $100,771
Myrtle Ave Old Redwood Hwy 50 ft W of Wren 950 Mill & OL $283,526 Wilford Lane Meadowbrook Way Gravenstein Way 456 Mill & OL $132,090 Subtotal Mill and Overlay = 4,648 LF $1,172,080
Slurry Seal
Ahlstrom Cr Wilford Lane Wilford Lane 532 Slurry Seal $17,730 Christensen Ct East School St End 880 Slurry Seal $21,996 Clothier Lane Old Redwood Hwy End 975 Slurry Seal $32,494 Dorfman Dr Clothier 147’ N/O Honor Pl 741 Slurry Seal $24,695 East School St El Rancho End 900 Slurry Seal $34,681
East School St El Rancho W Sierra 522 Slurry Seal $20,115 Forno Way Valparaiso Ave Valparaiso Ave 494 Slurry Seal $14,920 Gilbert Ct Wilford Lane End 171 Slurry Seal $5,699
Gilbert Way Wilford Lane End 708 Slurry Seal $23,595
Gravenstein
Way Old Redwood Hwy Bridge 998 Slurry Seal $31,181
Honor Pl Cul de Sac SW 850’ NE of Dorfman
Dr 850 Slurry Seal $28,328
Issel Ct Water Rd End 357 Slurry Seal $9,295
Jagla St Lund Hill Lane Fehler Ln 190 Slurry Seal $5,343 Logan Pl Cypress Way End 625 Slurry Seal $17,575
Loma Linda Ct Loma Linda Dr End 278 Slurry Seal $7,818
Loma Linda Dr Water Rd End 817 Slurry Seal $22,974
Maple Ave W Cotati Ave End Near Hwy 101 713 Slurry Seal $14,851 Mendelsohn Ct Macklin Dr End 494 Slurry Seal $16,464
Page St Old Redwood Hwy Delano Creek St 540 Slurry Seal $15,747 Pinewood Ct Wilford Lane End 366 Slurry Seal $12,198
Skilling Ct Macklin Dr End 447 Slurry Seal $14,897
Wilford Lane Gravenstein Way Ahlstrom Dr 587 Slurry Seal $18,340 Woodland Hills East School St End 426 Slurry Seal $11,092 Subtotal Slurry Seal = 13,611 LF $422,028
TOTAL = 25,512 LF $3,640,250
We have generated a map of the listed streets above. See Exhibit 1.

The anticipated overall project fee is $3.64M which includes a 11% Design fee, 10% Construction Management fee and 15% contingency.

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Packet Pg. 102 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and Improvements Design) Typical work to be performed includes:
• Perform field work to verify existing roadway dimensions, striping, utility covers, and other information pertinent to the design.
• Identify and measure dig out areas in slurry seal streets and tabulate in spreadsheet. • Identify deficient curb ramps and propose treatment to bring into compliance. • Notify and coordinate with utility agencies and possibly Caltrans. • Prepare plans, specifications, and cost estimate at 65%, 95%, and Final submittals. • Assist the city during the bid period
• Provide Design Services during construction
Schedule
For the tentative design schedule see Attachment B.

The design work will be completed by early November for advertising period. Construction is scheduled to start in April, however, might be able to start earlier if weather conditions are favorable and project is phased out, regardless, schedule is consistent with optimal weather conditions for paving and slurry seal installation.

Project Deliverables
The 65%, 95% and Final PS&E documents will include specifications, cost estimate and a set of full-size plans. The full-size plans will comprise of:
• Title Sheet
• General Notes Sheet
• Key Map that will show the treated streets (FDR/Mill and OL/Slurry/Crack Seal) • Plan Sheets (FDR and Mill and OL only) at 20-scale - assume 11 sheets • Key Map - Striping
• Striping Plans (FDR and Mill and OL only) at 40-scale - assume 6 sheets • Detail Sheet - assume 5 sheets
• Slurry/Crack Seal Table Sheet – Assume 3 sheets
A detailed spreadsheet showing a quantity takeoff for each street segment will be included.

Fee
Please see the attached fee proposal for Harris’ level of effort (Attachment A) to execute the scope of work. The proposed fee is in the not-to-exceed total amount of $303,628. Attention is directed to the assumptions attached to this fee proposal, indicating inclusions and exclusions in developing our fee basis.

Once we receive the Notice to Proceed, the design process will begin immediately to meet the aggressive schedule.

Please contact Luella Gabriel (925-969-8140) or Zaheer Shaikh (925-322-6582) if you have any questions regarding our proposal. We look forward to working with you again.

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Packet Pg. 103 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and Improvements Design) Sincerely,
Harris & Associates

Luella Gabriel Zaheer Shaikh, P.E., PMP
Project Manager Director, Engineering Services
Regional Manager
Enclosures: Exhibit 1 – 2023 Street Construction and Improvements Project Map Attachment A: Fee Proposal and Assumptions
Attachment B: Schedule

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Packet Pg. 104 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and Improvements Design)

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Packet Pg. 105 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and

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Packet Pg. 106 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and

ESTIMATED LEVEL OF EFFORT

CITY OF COTATI
Attachment A

PROJECT PROJECT PROJECT DESIGN

DIR MGR ENGR ENGR

1.0 PROJECT MANAGEMENT

1.1 Progress Meetings (6 mtgs) 2 6 6 $2,800

1.2 Progress Reports (8 reports) 12 $2,340

1.3 Project Management Tasks 2 40 20 $11,950

1.4 Kick-Off Meeting 2 2 2 2 $1,560
SUBTOTAL HOURS 6 0 60 28 2 $18,650

2.0 INVESTIGATION PHASE (2022)

2.1 Data Collection 2 8 16 $3,910

2.2 Existing Utility Coordination 2 4 12 $2,670

2.3 Utility Locating 2 8 8 $42,000 $44,870

2.4 Site Visits 24 56 56 $22,040

2.5 Pavement Testing and Report 2 8 12 4 $43,000 $47,790

2.6 Cost-Design Life Analysis 1 8 12 16 $6,075
SUBTOTAL HOURS 3 0 46 100 112 42000 43000 $127,355

3.0 PRELIMINARY DESIGN PHASE (to 65%) (2022)

3.1 Preliminary Design Plans (65%) 2 24 60 96 $28,510

3.2 Preliminary Opinion of Probable Const. Cost (65%) 1 4 16 24 $7,055

3.3 Preliminary Specifications (65%) 1 12 24 8 $7,975

3.4 Review Meeting (1 Mtg) 2 2 $940

3.5 Quality Control Review (65%) 20 $5,200
SUBTOTAL HOURS 6 20 42 100 128 $49,680

4.0 FINAL DESIGN PHASE (2022)

4.1 Pre-Final Design Plans (95%) 2 20 44 80 $22,770

4.2 Pre-Final Estimate of Probable Const. Cost (95%) 1 2 8 16 $4,185

4.3 Pre-Final Specifications (95%) 1 8 12 4 $4,515

4.4 Quality Review (95%) 20 $5,200

4.5 Review Meeting (1 Mtg) 2 2 $940

4.6 Final Contract Documents 2 8 12 24 40 $14,490
SUBTOTAL HOURS 8 28 44 88 140 $52,100

5.0 BID PERIOD SERVICES (2022)

5.1 Pre-Bid Meeting 2 4 4 $2,050

5.2 Answer Bidder's Questions 1 8 8 $3,275

5.3 Prepare Addenda (assume 2) 1 8 8 4 $3,795
SUBTOTAL HOURS 4 0 20 20 4 $9,120

6.0 DESIGN SERVICES DURING CONSTRUCTION (2023)

6.1 Review Contractor Submittals (assume 20
submittals) 4 20 12 4 $7,910

6.2 Review Contractor RFI's (assume 12 RFI's) 4 12 12 4 $6,304

6.3 Attend Pre-Construction Meeting 2 2 2 $1,040

6.4 Attend Weekly Construction Meetings (Virtual)
(assume 10 mtgs) 2 10 10 $4,429

6.5 Change Order Assistance 2 12 12 4 $5,737

6.6 Field visits (assume 4) 2 12 12 12 $6,808

6.7 Prepare Asbuilts 2 4 2 32 $5,995
SUBTOTAL HOURS 14 2 72 62 58 $38,223
TOTAL HOURS (2022) 27 48 212 336 386 42000 43000 $256,905 TOTAL HOURS (2023) 14 2 72 62 58 $38,223
HOURS PER POSITION 41 50 284 398 444
HOURLY RATE 2022 (TYPICAL) $275 $260 $195 $180 $130
HOURLY RATE 2023 (TYPICAL) $283 $268 $201 $185 $134
FEE ESTIMATE PER POSITION $11,391 $13,016 $55,801 $71,975 $57,946 $42,000 $43,000 $85,000 SUBCONSULTANT MARKUP (10%) $8,500
PROJECT TOTAL $303,628
ASSUMPTIONS UPON WHICH LEVEL OF EFFORT ESTIMATE IS BASED:

1. Hourly rates shown are averages. Actual rates for positions may vary slightly.

2. Hours and fee for individual tasks are a guide; the total hours and cost for the project takes precedence.

3. Hours and fee may be renegotiated if the project is delayed by factors beyond Harris' control.

4. 5. City will provide the following:
-Access to any available drawings or information relevant to the project. - "Front-end" documents boiler plate
-Printing of PS&E set for bid advertisement and construction.

6. The number of budgeted meetings is indicated.

7. 8. Utility locating project limits will extend 10 feet beyond existing edge of pavement and will include horizontal and vertical data.

9. Fee assumes design completion in year 2022.

10. Fee assumes construction in year 2023.

TOTAL

HARRIS & ASSOCIATES
City comments at each review stage will be presented to Harris promptly and on one consolidated set of marked-up documents. 2023 - STREET CONSTRUCTION AND IMPROVEMENTS PROJECT
F3 &
Associates PEI
Subconsultants

HARRIS & ASSOCIATES
DATE: 05/31/22

PHASE, TASK QA/QC
Harris will identify and quantity all base failure areas. The base repair locations will not be shown on the plans, but will be available if requested during construction.

Attch A_2023_Fee proposal - Street Construction_5-31-22.xls Page 1 of 1

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Packet Pg. 107 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and Improvements Design) ID Task Name Duration Start Finish
1 Council Approval 1 day Tue 6/28/22 Tue 6/28/22
2 Notice to Proceed 1 day Fri 7/1/22 Fri 7/1/22
3 Kick-off Meeting 1 day Tue 7/5/22 Tue 7/5/22
4 Preliminary Design Phase 49 days Tue 7/5/22 Mon 9/12/22 5 Investigation Phase 10 days Tue 7/5/22 Mon 7/18/22
6 Preliminary Design
Development (65%)
23 days Tue 7/19/22 Thu 8/18/22
7 Quality Control Review
(65%)
10 days Fri 8/19/22 Thu 9/1/22
8 City Review 5 days Fri 9/2/22 Fri 9/9/22
9 City Review Meeting 1 day Mon 9/12/22 Mon 9/12/22
10 Final Design Phase 41 days Tue 9/13/22 Tue 11/8/22
11 Pre-Final Design
Development (95%)
18 days Tue 9/13/22 Thu 10/6/22
12 Quality Control Review
(95%)
3 days Fri 10/7/22 Tue 10/11/22
13 City Review 5 days Wed 10/12/22 Tue 10/18/22
14 City Review Meeting 1 day Wed 10/19/22 Wed 10/19/22
15 Final Contract
Documents
14 days Thu 10/20/22 Tue 11/8/22
16 Bid Period Services 23 days Wed 11/9/22 Tue 12/13/22 17 Bid Advertising 21 days Wed 11/9/22 Fri 12/9/22
18 Bid Opening 1 day Mon 12/12/22 Mon 12/12/22
19 Council Approval to
Construct
1 day Tue 12/13/22 Tue 12/13/22
20 Construction Assistance
Services
129 days Wed 12/14/22 Mon 6/19/23
21 Contracts and
Mobilization
8 days Wed 12/14/22 Fri 3/24/23
22 Construction 60 days Mon 3/27/23 Mon 6/19/23
6/28
7/1
7/5
12/12
May '22 Jun '22 Jul '22 Aug '22 Sep '22 Oct '22 Nov '22 Dec '22 Jan '23 Feb '23 Mar '23 Apr '23 May '23 Jun '23 Jul '23 Task Split Milestone Summary
COTATI - 2023 Street Construction and Improvements Project Attachment B Date: Fri 5/27/22

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Packet Pg. 108 Attachment: 2023 Street Construction and Improvement Projects Proposal (2023 Street Construction and 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: June 28, 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 3 to the Quick Strike Project Professional Services Contract with GHD, Inc. for preparing an Extended Phase I study of Native American archaeological resource, 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 repaving 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 or City and, therefore, the Project’s vicinity to these sensitive areas was not known until recent Caltrans review. In any event, the repaving work is within the existing roadway section (i.e. does not disturb areas below the existing road base), so no actual impacts of any kind are expected. Upon completion of the technical studies (authorized by City Approval of Amendment 2 to GHD’s Design contract), Caltrans informed the City in late May of this year that an Extended Phase I (XPI) study is to be

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conducted. The XPI will consist of 4 to 6 shallow hand augered test units as close to the road as feasible. The auger holes are to be dug within City Right-Of-Way (ROW). If the site is determined to not be present within the APE, the City has completed it’s environmental review and NEPA can be finalized. If the site is determined to be present within the APE then an Environmentally Sensitive Area-Action Plan (ESA-AP) would be developed and submitted to Caltrans for review and approval.

In addition to the added costs to complete the XPI and extended Caltrans review and approval process, these studies have added two to three months to the Project’s schedule and pushes Project construction from the late summer or fall of 2022 to the spring of 2023. With this second major delay (first being the requirement for technical environmental studies), the City has worked out an extremely aggressive schedule with Caltrans to submit the approval to construct package (“E-76”) to Caltrans by then end of July so that Caltrans can begin processing the application no later than August 12, for final authorization to construct issuance on or before the September 30, 2022 funding deadline.

Other Caltrans process issues are cropping up and include ROW Certification and Encroachment Permit issuance. These are routine processes but due to inexplicable delays by Caltrans in reviewing the submittals, obtaining approval of these documents are now of concern to the Project’s schedule. Each of these issues have been escalated to upper management in Caltrans and SCTA.

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, authorized by City Council on January 11, 2022, was $16,272. The additional costs to complete the XPI and the extended Caltrans review process are extra work items with an added design cost of $24,727. The total revised, authorized Project budget amount is therefore $155,357, 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 3 (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
9 June 2022
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. 3
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 will work with our subconsultant, Anthropological Studies Center (ASC) of Sonoma State University, to complete the work outlined in this project understanding, including project management, document review, coordination and assistance with completing the NEPA documentation.

Caltrans Local Assistance has requested that the project team complete an Extended Phase I study of Native American archaeological resource P-49-000952 to determine the presence or absence of the site within the project APE. The archaeological study is being conducted to satisfy National Environmental Policy Act (NEPA) requirements for the project federal funding.

Caltrans’ programmatic Section 106 agreement requires an Extended Phase I (XPI) study be conducted at the location of P-49-000952, based on the results of the archaeological survey conducted in April 2022. This process requires a XPI proposal be approved by Caltrans prior to fieldwork. The XPI will consist of 4 to 6 auger test units within the site as close to the road prism as feasible. Augers will be collected using a 4-inch diameter auger to a depth 20 cm below vertical impact. Soil will be screened through a ¼-inch mesh screen to separate any cultural material. All auger units will be backfilled. No cultural material will be collected; any identifiable cultural material will be redeposited in the unit from which it was excavated. Following the XPI testing, a report (XPIR) will be completed detailing the methods and findings of the study.

If the site is determined to be present within the APE, further consultation with Caltrans will be required. If, in consultation with Caltrans, it is determined that the proposed project activities will require an Environmentally Sensitive Area-Action Plan (ESA-AP), then such a plan will be developed by ASC and approved by Caltrans for use during construction activities. The in-progress HPSR will be finalized following the XPIR review, as well as the Finding of No Adverse Effect (FONEA) letter for this project.

Please note that the XPI study will not evaluate either the National Register of Historic Places (NRHP) nor the California Register of Historic Places (CPHR) eligibility of significance for any cultural resources that may be identified.

If the site is determined to be present within the APE and will likely be affected by proposed project activities, Caltrans may require additional work outside of this scope.

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Packet Pg. 111 Attachment: Amendment 3 (Amendment 3 to Quick Strike PSA) The Power of Commitment
11198599 | RE: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services – Amendment No. 3 2 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
• Provide project and contract modification, sub-consultant agreements and tracking.

Task 1.2 Project Review Meetings (no additional work)
Task 1.3 QA/QC
Prior to being submitted to the City for review, all deliverables will be reviewed by a senior staff member(s) for QA/QC.

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 Tribal Consultation – GHD and ASC will conduct updated Native American consultation by preparing updated consultation letters on City of Cotati letterhead and submitting to the City for signature. Following signatures, GHD and ASC will submit the updated consultation letters to application Native American Tribes along with the project APE Maps and a partial plan set.

Undertake Fieldwork – ASC will prepare an Extended Phase 1 proposal (XPIP) for Caltrans review and approval prior to undertaking fieldwork. Upon approval of the XPIP, ASC will perform archaeological subsurface testing within P-49-000952 to determine presence/absence in the APE.

Prepare Reports – ASC will prepare the Extended Phase I Proposal (XPIP). Following the fieldwork, ASC will prepare an Extended Phase I Report (XPIR), and if needed, an Environmentally Sensitive Area-Action Plan (ESA-AP). ASC will also update the HPSR and prepare an updated Finding of No Adverse Effect (FONAE) letter for the project.

Assumptions
• Mapping will be provided by GHD.
• Updated consulation letters will be signed by City of Cotati. • One review and final approval of the Extended Phase I Proposal is assumed by GHD, City of Cotati, and Caltrans.
• One review of the XPI Report is assumed by GHD, City of Cotati and Caltrans. • Cultural resources will be recorded at an additional cost of $600 per resource.

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Packet Pg. 112 Attachment: Amendment 3 (Amendment 3 to Quick Strike PSA) The Power of Commitment
11198599 | RE: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services – Amendment No. 3 3 Fee Estimate
The estimated fee for professional services included in this amendment proposal is $24,727 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
Contract Amendment No. 3 – additional
environmental/NEPA scope $24,727
Total Contract Amount with Amendment $155,357
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,
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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Packet Pg. 113 Attachment: Amendment 3 (Amendment 3 to Quick Strike PSA) Project Name: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services - Amendment No. 3 Client:

Prepared by: B. Bacciarini Date:Reviewed by: M. WargulaJob 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 22 2 6 $39 $779
0 $0 $0
24 6 $39 $479
0 4 0 6 0 0 0 0 0 0 0 2 12 $78 $0 $1,258
2 14 16 $104 $20,125 $23,469
SUBTOTAL TASK 2 0 2 0 14 0 0 0 0 0 0 0 0 16 $104 $20,125 $23,469SUBTOTAL TASK 3 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0SUBTOTAL 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 $00 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $00 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $000 0 0 0 0 $0 $00 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0 PROJECT TOTALS 0 6 0 20 0 0 0 0 0 0 0 2 28 $182 $20,125 $24,727 Task 1 - Project Management, Environmental Review, and CoordinationTask 2 - Environmental DocumentationTask 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
June 9, 2022

FEE COMPUTATION
TOTAL FEE Sub- Consultants

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

CONTINGENCY
SUBTOTAL TASK 5SUBTOTAL 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
6/9/2022 Page 1

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Packet Pg. 114
Attachment: Amendment 3 (Amendment 3 to Quick Strike PSA) Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council/Successor Agency to the Former Cotati Community Redevelopment Agency
Subject: Update of the City of Cotati’s Conflict of Interest Code Date: June 28, 2022
Written by: Kevin Patterson, Deputy City Clerk
Recommendation
It is recommended that the City Council adopt a resolution amending the City of Cotati’s Conflict of Interest Code.

Background
The Political Reform Act, California Government Code §81000-91014, declares in part that “Public officials, whether elected or appointed, should perform their duties in an impartial manner, free from bias caused by their own financial interests or the financial interests of persons who have supported them”§81001(b). To this end the Political Reform Act (“Act”) requires many state and local public officials and employees to disclose certain personal financial holdings so that they and members of the public are made aware of potential areas of conflict in relation to their official duties. This information is disclosed on the Fair Political Practices Commission’s (FPPC) Form 700 (sometimes informally referred to as “SEIs” “Form 700s” or “conflict of interest statements”).

The Act also requires every government agency to establish and subsequently conduct a biennial review of its conflict of interest code to revise it as necessary to adapt to changed circumstances.

At its regular meeting of November 12, 2019, the Council adopted Resolution No. 2019-69, rescinding previous code amendments and approving the biennial code amendment for 2019.

Analysis/Discussion
Accurate disclosure is essential to monitor whether officials have conflicts of interest and to help ensure public trust in government. The City’s present conflict of interest code has been reviewed and it has been determined that the Code should be amended to reflect current employee job classifications, more accurate disclosure categories, and a definitions provision for a better understanding of classifications.

Our disclosure categories have been updated with numerical options that will best fit the filer’s requirements. A disclosure category is a description of the types of financial interests officials in

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one or more job classifications must disclose on their Form 700s. The categories must be tailored to the financial interests affected and must not require public officials to disclose private financial information that does not relate to their public employment.

Defining classifications will help to determine the corresponding category(ies) in which a filer must disclose. Definitions of such classifications will now be listed in the appendices for clearer application while filing Form 700’s.

Financial Considerations
None.

Environmental Issues
The action of updating the City’s Conflict of Interest Code does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required.

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI RESCINDING RESOLUTION NO. 2019-69 AND REVISING THE CONFLICT OF INTEREST CODE WHEREAS, pursuant to the Political Reform Act (Article III of Chapter 7 of the California Government Code, commencing with Section 81000), the City of Cotati is required to adopt and promulgate a Conflict of Interest Code (Government Code Section 87300 et seq.); and
WHEREAS, the Political Reform Act requires all local government agencies to review their Conflict of Interest Codes biennially and to revise them as necessary to adapt to changed circumstances; and
WHEREAS, pursuant to Government Code Section 87302, the Conflict of Interest Code shall provide for specific enumeration of the positions within the City, other than those specified in Government Code Section 87200, which involve the making or participation in the making of decisions which may foreseeably have material effect on any financial interest and for each such enumerated position, the specific types of investments, business positions, interests in real property and sources of income which are reportable; and WHEREAS, on November 12, 2019, the City Council adopted Resolution No. 2019-69, Amending the Conflict of Interest Code; and
WHEREAS, the City has reviewed its Conflict of Interest Code and determined that changes in the job duties and responsibilities of its employees and City boards and agencies have occurred since the last time the Code was amended which requires the Code to now be revised; and
WHEREAS, the City Council now wishes in conformance with state law to amend its Conflict of Interest Code to reclassify the categories of employees with disclosure responsibilities under the Political Reform Act and to reclassify the types of financial interests which give rise to these responsibilities under the Act; and WHEREAS, the Fair Political Practices Commission has adopted a regulation, at 2 California Code of Regulations §18730, which contains a model conflict of interest code for the use of local agencies and which requires each local agency to incorporate by reference its own appendix which specifies the categories of positions within the agency that have disclosure responsibilities under the Act and the financial interests which must be disclosed by the position; and
WHEREAS, Title 2 of the California Code of Regulations §18730 may be amended from time to time by the Fair Political Practices Commission to conform to the Political Reform Act after public notices and hearings conducted by the Fair Political Practices Commission pursuant to the Administrative Procedure Act, Government Code §11370 et seq.; and Packet Pg. 117
WHEREAS, the City Council intends that amendments made to Title 2 of the California Code of Regulations §18730 apply to the City's Conflict of Interest Code as adopted by this resolution and replaces any Conflict of Interest Code of the City of Cotati previously in effect.

NOW, THEREFORE, BE IT RESOLVED as follows:

Section 1. Resolution No. 2019-69 amending the Conflict of Interest Code of the City of Cotati is hereby rescinded.

Section 2. Section 18730 of Title 2 of the California Code of Regulations, and any amendments made thereto, is hereby adopted as the Conflict of Interest Code of the City of Cotati within the meaning of Government Code §87300 et seq.

Section 3. Any person who is required to file Statements of Economic Interest under this Code shall file in electronic format, if any, approved by the City.

Section 4. Appendices “A,” “B,” and “C” attached to this resolution as Exhibit A are incorporated into the Conflict of Interest Code of the City of Cotati as referenced therein by the term "Appendix."
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 June 28th, 2022, by the following vote, to wit:

Approved:________________________________
Mayor
Attest:____________________________
Kevin Patterson, Deputy City Clerk
Approved as to form:
____________________________
City Attorney
Attachments:

Exhibit A - 2022 Revised Conflict of Interest Code (PDF) Packet Pg. 118
APPENDIX “A” - DEFINITIONS
"Public Official at any level of state or local government" means a member, officer, employee, or consultant of a state or local government agency. The term "public official" also includes individuals who perform the same or substantially the same duties as an individual holding an office or a position listed in Government Code Section 87200, including "other public officials who manage public investments" as that term is defined in 2 California Code of Regulations Section 18720.
“Designated Filers” means employees, members and consultants determined by the City of Cotati to be persons who “make or participate in the making of decisions which may foreseeably make a material effect on economic interests”, under 2 California Code of Regulations, Section 18730(b)(2) Designated Employees.
"Member" shall include, but not be limited to, salaried or unsalaried members of boards or commissions with decision making authority. A board or commission possesses decision making authority whenever:
(A) It may make a final governmental decision;
(B) It may compel a governmental decision, or it may prevent a governmental decision either by reason of an exclusive power to initiate the decision or by reason of a veto which may not be overridden; or
(C) It makes substantive recommendations which are, and over an extended period of time have been, regularly approved without significant amendment or modification by another public official or governmental agency.
"Consultant" means an individual who, pursuant to a contract with a state or local government agency:
(1) Makes a governmental decision whether to:
(A) Approve a rate, rule, or regulation;
(B) Adopt or enforce a law;
(C) Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order or similar authorization or entitlement;
(D) Authorize the agency to enter into, modify, or renew a contract provided it is the type of contract which requires agency approval;
(E) Grant agency approval to a contract which requires agency approval and in which the agency is a party or to the specifications for such a contract; (F) Grant agency approval to a plan, design, report, study, or similar item; (G) Adopt, or grant agency approval of, policies, standards, or guidelines for the agency or for any subdivision thereof; or
(2) Serves in a staff capacity with the agency and in that capacity performs the same or substantially all the same duties for the agency that would otherwise be performed by an individual holding a position specified in the agency's Conflict of Interest Code.

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Packet Pg. 119 Attachment: Exhibit A - 2022 Revised Conflict of Interest Code (Update of the City of Cotati’s Conflict of Interest Code resolution) APPENDIX “B”- DESIGNATED FILERS
The persons occupying the positions in the table below are designated employees for the purpose of this Conflict of Interest Code and shall disclose their financial interests in accordance with the disclosure categories set forth herein, as more fully described in Appendix “C”.

NOTE: The following positions are NOT covered by the Conflict of Interest Code because they must file under Government Code Section 87200 and, therefore, are listed here for information purposes only: Mayor/Councilmember, Planning Commissioner, City Manager/Executive Director, City Attorney/Successor Agency Counsel, Director of Administrative Services, and candidates for any of these offices at any election. NOTE: 87200 filers are category 1, 2, 3 filers Agency/Department Position Category
City Manager/City Clerk City Clerk
Deputy City Clerk
Recreation Manager
Senior Management Analyst
1,2,3
1,2,3
4 Consultants* See note below
Engineering/Public Works 1,2,3
1,2,3
3,4
City Engineer/Public Works
Director
Civil Engineer/Associate
Engineer
Maintenance Superintendent
Management Analyst 4
Administrative Services
Senior Accountant
Sr. Account Clerk
Accountant
1,2,3
1,2,3
4 Community/Economic Development/Code
Enforcement
Community Development Director 1,2,3
Planner/Senior Planner 1,2,3
Building Official 1,2,3
Code Enforcement Officer 1,2,3
Police Chief
Lieutenant
Sergeant
1,2,3
1,2,3
1,2,3
* Consultantsshall be included in the list of designated employees and shall disclose pursuant to the broadest disclosure category in the code subject to the following limitation:

The City Manager or his/her designee may determine in writing that a particular consultant, although a “designated filer,” is hired to perform a range of duties that is limited in scope and thus is not required to fully comply with the disclosure requirements described in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The City Manager or his/her designee's determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code. (Gov. Code Section 81008. 1,2,3

9.a
Packet Pg. 120 Attachment: Exhibit A - 2022 Revised Conflict of Interest Code (Update of the City of Cotati’s Conflict of Interest Code resolution) APPENDIX “C” – DISCLOSURE CATEGORIES
Designated filers must report their interests according to their assigned disclosure category(ies).

Disclosure Category 1
All Interests in real property located in whole or in part within the City of Cotati or within two (2) miles of the boundaries of the City of Cotati or within two miles of any land owned or used by the City.

Disclosure Category 2
All Investments and business positions in business entities, including parent corporations, subsidiary corporations or otherwise related business entities that provide services, supplies, materials, machinery, or equipment of the type utilized by the City of Cotati.

Disclosure Category 3
All Sources of income, including loans, gifts and travel payments from sources that provide services, supplies, materials, machinery or equipment of the type utilized by the City of Cotati.

Disclosure Category 4
All Investments and business position in business entities, and income, including loans, gifts and travel payments, from entities that provide services, supplies, materials, machinery, or equipment of the type utilized, purchased or leased by the designated position’s division or department.

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Packet Pg. 121 Attachment: Exhibit A - 2022 Revised Conflict of Interest Code (Update of the City of Cotati’s Conflict of Interest Code resolution) Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: Award of Mosaic Wall Bench Seat Construction
Date: June 28, 2022
Written by: Craig Scott, Director of Public Works/City Engineer Recommendation
It is recommended that the City of Cotati City Council approve a resolution awarding a construction contract to Coastside Concrete and Construction, Inc. to construct the Mosaic Wall Benches, including related actions.

Background
In 2016, the City constructed the pedestrian plaza located at Old Redwood Highway and Highway 116. The plaza has curved walls covered with decorative tile and were designed to have three benches attached to them. However, the benches were not completed due to complications with closing out the project, including constructability of the benches and federal funding issues.

Despite several bidding efforts, the City has been unsuccessful in securing a contractor to install the benches.

Analysis/Discussion
The City advertised for informal bids and received no bids on the prescribed bid opening day.

Several days later, the City received a bid from Coastside Concrete and Construction, Inc. The City follows UCCA rules which provide that, if no bids are received, the City can negotiate a contract without further bidding (PCC, Sections 20166, 22038(b)). The following is the section language:
(c) If no bids are received through the formal or informal procedure, the project may be performed by the employees of the public agency by force account, or negotiated contract without further complying with this article.

City Staff has reviewed the bid proposal and has determined it is responsive and recommends award of the construction contract.

Financial Considerations

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Packet Pg. 122
The proposed FY22/23 City annual budget has $46,000 allocated for the Mosaic Wall Benches Project and has carried this over from the prior year’s budget. The Construction bid is for an amount of $46,500. City staff requests a contingency of $6,500 for a total project budget of $53,000.

Environmental Issues
This Project is Categorically Exempt in accordance with the California Environmental Quality Act Guidelines Section 15301 Existing Facilities as the Mosaic Wall Benches Project is a minor alteration of an existing structure, therefore, no further environmental review is required.

Attachments:

Coastside bid (PDF)
Mosaic Wall Benches Informal Bid Package, 5-13-22 (PDF)

9.G
Packet Pg. 123

9.G.a
Packet Pg. 124 Attachment: Coastside bid (Award Mosaic Benches)

9.G.a
Packet Pg. 125 Attachment: Coastside bid (Award Mosaic Benches)

9.G.a
Packet Pg. 126 Attachment: Coastside bid (Award Mosaic Benches) 201 West Sierra Avenue, Cotati, CA 94931-4217  TELEPH ON E 7077924600  FAX 7957067 May 13, 2022
Re: Request for Bid Proposals for the Mosaic Wall Benches at Gravenstein Hwy Project Dear Contractor:

Introduction
The City of Cotati (City) invites contractor’s bid proposals interested in the Mosaic Wall Benches at Gravenstein Hwy Project. The project generally consists of the following:
 Fabrication and installation of benches into existing masonry wall at three (3) locations as shown on Project Plans.

Minimum Qualifications
Contractor must possess a California State Contractors License Class B License.

Submittal of Bid Proposals
The bid proposal, Construction Agreement (Minor), Project Plan set and technical specifications are attached. Please review the entire agreement carefully before submitting a proposal. All questions must be submitted to the City in writing via e-mail to [email protected]; verbal questions will not be answered. If any significant omissions or ambiguities in the agreement come to the City’s attention while the draft is under review by interested firms, the City will make a uniform written response to all parties. There will be no pre-bid meeting for this project.

The bid bond has been waived for this project.

Selection Procedure
Sealed bids will be received by the City’s Public Works/Engineering Department at 201 W.

Sierra Avenue, Cotati, CA 94931 until the hour of 3:00 p.m., on the 7th day of June 2022, at which time they will be publicly read aloud on the front steps of the City of Cotati City Hall.

Proposals that do not include all of the information requested cannot be adequately evaluated.

Selection will be based on the responsive and responsible bidder with the lowest total base bid.

The City reserves the right to waive minor bid irregularities.

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Packet Pg. 127 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches) May 12, 2022, page 2 of 2
Contacts
For additional information please contact Craig Scott, Director of Public Works, at 707-665- 3620 or [email protected].

Sincerely,
Craig A. Scott
Director of Public Works/City Engineer
cc: Mosaic Wall Benches at Gravenstein Hwy Project File

9.G.b
Packet Pg. 128 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

BIDDER’S CHECK LIST
Did You:
_____ Include with your bid properly completed, accurate copies of the following documents in the following order using the forms included in the bid package:
_____ Proposal and Schedule of Bid Prices that state the bid as intended? _____ Copies of each addendum issued signed and dated on behalf of the bidder?
_____ Contractor license information?
_____ List of subcontractors?

9.G.b
Packet Pg. 129 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

PROPOSAL

MOSAIC WALL BENCHES AT GRAVENSTEIN HIGHWAY PROJECT
For the City of Cotati, Sonoma County, California.

TO THE HONORABLE CITY COUNCIL OF THE CITY OF COTATI
The undersigned, as bidder, declares that it has carefully examined the work, the annexed proposed form of contract, and agrees that if this Proposal is accepted to contract with the City of Cotati, under the form of contract annexed hereto, to provide all the necessary tools, apparatus, and other means of accomplishing the work as specified in the contract in the manner and time herein prescribed, and in accordance with the requirements of the Public Works Department as therein set forth, and to take in full payment thereof the following prices of the work to be done completely performed to the satisfaction of the City of Cotati, to-wit:

Contractor’s Bid Proposal

MOSAIC WALL BENCHES AT GRAVENSTEIN HIGHWAY PROJECT
Base Bid
Item Item Estimated Unit of Unit Cost Total Cost
No. Description Quantity Measure (in figures) (in figures) Pocket Park Items
1 Mobilization 1 LS
2 Fabricate & install bench at
Location A 1 LS
3 Fabricate & install bench at
Location B 1 LS
4 Fabricate & install bench at
Location C 1 LS

Subtotal:

Total Base Bid: $
Dollars Written Amount

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Packet Pg. 130 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

The undersigned further agrees to deliver and to complete the work within 20 Working Days, from the date of issuance by the Public Works Department, of instructions to proceed with the work; and within 10 Calendar Days of the date of mailing of the notice of award, to enter into and execute and provide to the City the necessary contract with the necessary bonds and other required documents.

Prime Contractor: ________________________________________________ License # ________________________ Expiration Date _________________ Contractor’s DIR Public Works Registration No:
___________________________
Contractor’s License number and expiration date are herein stated under penalty of perjury.

By: _______________________________
Title: _____________________________
Dated this ________ day of _____________________, 2022
Address:
___________________________________________________________ ___________________________________________________________ Phone No.: _____________________________________

CONTRACTOR LICENSE INFORMATION
The bidder acknowledges that a license is required for performance of the

MOSAIC WALL BENCHES AT GRAVENSTEIN HIGHWAY PROJECT
The bidder holds the following California Contractors License(s):

1. License No. ___________, Class _____, Expiration Date _____________ DIR Public Works Registration No. _____________________

2. License No. ___________, Class _____, Expiration Date _____________ DIR Public Works Registration No. _____________________

3. License No. ___________, Class _____, Expiration Date _____________ DIR Public Works Registration No. _____________________

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Packet Pg. 131 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

LIST OF SUBCONTRACTORS
In accordance with the requirements of the Subletting and Subcontracting Fair Practices Act, California Public Contract Code Section 4100 and following, listed below are the name, business location, and the portion (type or trade) of the Project work to be subcontracted to each subcontractor that will perform a portion of the Project work (including special fabrication and installation of a portion of the work) valued in excess of one half of one percent of the total bid price. If the Project work includes construction of streets or highways, listed below are the name, business location, and the portion (type or trade) of the Project Work to be subcontracted to each subcontractor that will perform a portion of the Project work (including special fabrication and installation of a portion of the work) valued in excess of one half of one percent of the total Project bid price, or ten thousand dollars, whichever is greater. Also listed below are the proposed subcontract dollar amount and current California Contractor’s License Number(s) for each proposed subcontractor. Bids that fail to include complete proposed subcontractor information in accordance with this form and Public Contract Code Section 4100 and following may be deemed non-responsive.

In accordance with California Public Contract Code Section 4106, for any portion of the Project work with a value of more than one half of one percent of the total bid price for which no subcontractor is listed, or for which more than one subcontractor is listed, the bidder certifies by submission of its bid that the bidder is qualified to perform that portion of the Project work and that the bidder will perform that portion of the Project work with its own forces. The penalties listed in California Public Contract Code Section 4111 will apply to any substitution of another subcontractor for a subcontractor listed below except as permitted by the City in accordance with Section 4107 and following of the California Public Contract Code.

1. Subcontractor Name ____________________________________________ Business Location ______________________________________________ Trade ________________________________________________________ Subcontract Amount ____________________________________________ Current Contractor’s License No.(s) ________________________________ Subcontractor DIR Public Works Registration No. _____________________

2. Subcontractor Name ____________________________________________ Business Location ______________________________________________ Trade ________________________________________________________ Subcontract Amount ____________________________________________ Current Contractor’s License No.(s) ________________________________ Subcontractor DIR Public Works Registration No. _____________________

3. Subcontractor Name ____________________________________________ Business Location ______________________________________________ Trade ________________________________________________________ Subcontract Amount ____________________________________________ Current Contractor’s License No.(s) ________________________________ Subcontractor DIR Public Works Registration No. _____________________

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Packet Pg. 132 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

PAYMENT/LABOR AND MATERIALS BOND
(NOTE: Bidders must use this form, use of any other bond form may render a bid non-responsive)
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City Council of the City of Cotati has awarded to ________________________________________________________ (designated as the “PRINCIPAL”) a contract for the MOSAIC WALL

BENCHES AT GRAVENSTEIN HIGHWAY PROJECT
, which contract and all of the contract documents as defined therein (designated as the “Contract”) are hereby made a part hereof; and
WHEREAS, pursuant to California Civil Code Section 3247, the PRINCIPAL is required, before entering upon the performance of the Contract, to file a payment bond with and have such bond approved by the officer or public entity by whom the Contract is awarded; and
WHEREAS, pursuant to California Civil Code Section 3248, such payment bond must be in a sum not less than one hundred percent (100%) of the total amount payable by the terms of the Contract, and must satisfy the other requirements specified in that section; and
WHEREAS, the PRINCIPAL is required in accordance with the Contract to furnish a payment bond in connection with the Contract to secure payment of claims of laborers, mechanics and materialmen employed on work under the Contract in accordance with applicable law;
NOW, THEREFORE, THESE PRESENTS WITNESSETH:

That the PRINCIPAL and the undersigned
___________________________________________________________, as surety (designated as “SURETY”), an admitted surety insurer authorized to do business in the State of California are held and firmly bound unto all laborers, material men, and all other persons named in California Civil Code Section 3181 in the sum of _________________________________________ Dollars ($___________________), lawful money of the United States, being a sum not less than one hundred percent of the total amount payable by the terms of the Contract, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, or assigns, jointly and severally, by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the PRINCIPAL or any of the PRINCIPAL’s subcontractors, or the heirs, executors, administrators, successors, or assigns of any, all, or either of them, shall fail to pay any persons named in California Civil Code Section 3181, or fail to pay for any labor,

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Packet Pg. 133 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

materials, provisions, provender, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or fail to pay amounts due under the Unemployment Insurance Code with respect to such work or labor, or fail to pay for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the PRINCIPAL or any subcontractors of the PRINCIPAL pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work or labor, that the SURETY will pay for the same in an amount not exceeding the amount herein above set forth, and also, in case suit is brought upon this bond, will pay a reasonable attorney’s fee to be awarded and fixed by the Court; otherwise this obligation shall be void.

It is hereby expressly stipulated and agreed by the said Surety, for value received, that this bond shall inure to the benefit of any and all of the persons named in Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this bond.

It is hereby further expressly stipulated and agreed by the said Surety, for value received, that no change, extension of time, alteration or addition to the terms of the Contract or the specifications or drawings accompanying the same or to any other part of the contract documents, as defined therein, shall in any manner affect the obligations of the SURETY on this bond, and SURETY does hereby waive notice of any such change, extension, alteration, or addition.

IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their several seals this _________________ day of ____________________, 2022, the name and corporate seals of each corporate party being hereto affixed, and these presents duly signed by their undersigned representatives, pursuant to authority of their governing bodies. (Corporate Seal) PRINCIPAL ______________________________ By ______________________________________
(Acknowledgment) Title _____________________________________ (Corporate Seal)
SURETY _________________________________
By ______________________________________
(Attorneys-in-fact)
(Acknowledgment) Title _____________________________________ (NOTE TO SURETY COMPANY: A certified copy of unrevoked resolution of authority for the attorney-in-fact must be submitted with and attached to the executed bond.)

9.G.b
Packet Pg. 134 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

PERFORMANCE BOND
(NOTE: Bidders must use this form, use of any other bond form may render a bid non-responsive)

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City Council of the City of Cotati has awarded to __________________________________________________________ (designated as the “PRINCIPAL”) a contract for the MOSAIC WALL BENCHES

AT GRAVENSTEIN HIGHWAY PROJECT
, which contract and all of the contract documents as defined therein (designated as the “Contract”) are hereby made a part hereof; and
WHEREAS, said PRINCIPAL is required under the terms of the Contract to furnish a bond for the faithful performance of the Contract.

NOW, THEREFORE, WE, the PRINCIPAL and
____________________________________ ___________________ as surety (designated as “SURETY”), an admitted surety insurer authorized to do business in the State of California, are held and firmly bound unto the City (designated as “OBLIGEE”), in the penal sum of ___________________________________ ________________________________ dollars ($__________________), lawful money of the United States for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, and administrators, and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that, if the above bound PRINCIPAL, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract and any alteration thereof made as therein provided, on his or their part to be kept and performed at the time and in the manner therein specified and in all respects according to their true intent and meaning, and shall defend, indemnify and save harmless the OBLIGEE, it’s officials, officers, employees, volunteers and agents, as therein stipulated, then this obligation shall become null and void, otherwise it shall be and remain in full force and virtue.

And the said SURETY, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder or to the specifications or the plans accompanying the same or to any other part of the contract documents, as defined therein, shall in any way affect said SURETY’s obligation on this bond, and the SURETY does hereby waive notice of any such change, extension of time, alteration or addition.

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Packet Pg. 135 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

And the said SURETY, for value received, hereby stipulates and agrees that upon termination of the Contract for cause, the OBLIGEE reserves the right to refuse tender of the PRINCIPAL by the SURETY to complete the Contract work.

IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their several seals this _________________ day of _____________________, 2022, the name and corporate seals of each corporate party being hereto affixed, and these presents duly signed by their undersigned representatives, pursuant to authority of their governing bodies. (Corporate Seal) PRINCIPAL ______________________________ By ______________________________________
(Acknowledgment) Title _____________________________________ (Corporate Seal)
SURETY _________________________________
By ______________________________________
(Attorneys-in-fact)
(Acknowledgment) Title _____________________________________ (NOTE TO SURETY COMPANY: A certified copy of unrevoked resolution of authority for the attorney-in-fact must be submitted with and attached to the executed bond.)

9.G.b
Packet Pg. 136 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

MAINTENANCE BOND
(NOTE: Bidders must use this form, use of any other bond form may render a bid non-responsive)
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City Council of the City of Cotati has awarded to _______________________________________________________ (designated as the “PRINCIPAL”) a contract for the MOSAIC WALL

BENCHES AT GRAVENSTEIN HIGHWAY PROJECT
, which contract and all of the contract documents as defined therein (designated as the “Contract”) are hereby made a part hereof; and
WHEREAS, the PRINCIPAL is required under the terms of the Contract to furnish a bond for the correction of any defects due to defective materials or workmanship in the work performed under the Contract.

NOW, THEREFORE, we the PRINCIPAL and the undersigned
________________________________________________, as surety (designated as “SURETY”), an admitted surety insurer authorized to do business in the State of California, are held and firmly bound unto the City of Cotati, (designated as the “OBLIGEE”), in the penal sum of _____________________ ___________________________ Dollars ($__________), lawful money of the United States , being a sum not less than ten percent (10%) of the final Contract price, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that if, during a maintenance period of one (1) year from the date of acceptance by the OBLIGEE of the contracted work, the PRINCIPAL upon receiving written notice of a need for repairs which are directly attributable to defective materials or workmanship, shall diligently take the necessary steps to correct said defects within five (5) Days from the date of said notice, then this obligation shall be null and void; otherwise it shall remain in full force and effect.

If any action shall be brought by the OBLIGEE upon this bond, a reasonable attorney’s fee, to be fixed by the Court, shall be and become a part of OBLIGEE’s judgment in any such action.

No right of action shall accrue on this bond to, or for the use of, any person or corporation other than the OBLIGEE named herein or the heirs, executors, administrator or successor of the OBLIGEE.

IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their several seals this _________________ day of _____________________, 2022, the name and corporate seals of each

9.G.b
Packet Pg. 137 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

corporate party being hereto affixed, and these presents duly signed by their undersigned representatives, pursuant to authority of their governing bodies. (Corporate Seal) PRINCIPAL ______________________________ By ______________________________________
(Acknowledgment) Title _____________________________________ (Corporate Seal)
SURETY _________________________________
By ______________________________________
(Attorneys-in-fact)
(Acknowledgment) Title _____________________________________ (NOTE TO SURETY COMPANY: A certified copy of unrevoked resolution of authority for the attorney-in-fact must be submitted with and attached to the executed bond.)

9.G.b
Packet Pg. 138 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

TECHNICAL SPECIFICATIONS
1 MOBILIZATION

1.1 DESCRIPTION:

Work under this section shall include mobilization; furnishing, maintaining and removing sanitary restroom facilities; preparing pre-construction video and photos; and arranging for temporary use areas outside of public rightof-way as construction staging areas.

Sanitary restroom facilities shall be provided and maintained, by the Contractor, on the project site. The Contractor proposed locations for restroom facilities shall be reviewed with the Engineer prior to delivery and placement of the restroom facility.

Just prior (ten calendar days maximum) to beginning work at the subject site, the contractor shall jointly with the Engineer photograph and videotape the project site in sufficient detail to show the existing site conditions, including but not limited to the proposed alignment, staging areas, routes of ingress and egress for hauling and delivering, and all other areas that the contractor believes are appropriate. Contractor shall provide copy of video(s) to the City engineer.

The Contractor shall arrange for and develop temporary construction staging areas for the storage and operation of construction equipment and supplies. The staging area shall be located outside of public right-of-way.

No staging of equipment or material will be permitted on any public rightof-way. The Contractor must obtain written permission from the property owners to use their property in any fashion and provide copy of permission to City engineer. All contractor, subcontractor, and supplier employees shall park at the temporary construction staging area only.

The Contractor shall submit a plan describing the construction staging areas to the Engineer for approval. The Contractor shall not permit any waste or damage to be done to the staging areas and shall maintain the areas in good condition, free of litter and debris. Upon completion of the work, the areas shall be restored to pre-construction or better condition, including the repair of any damaged pavement, curbs, markings, or other infrastructure components.

Mobilization shall include the obtaining of all permits, moving onto the site of all equipment, temporary buildings, if needed, and other construction facilities as required for the proper performance and completion of the work.

Mobilization shall include all staking & layout necessary to properly construct and install all improvements as described in these Technical Specifications and as shown on Project Plans.

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Packet Pg. 139 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

1.2 ENVIRONMENTAL REQUIREMENTS:

The Contractor shall comply with all air pollution, water quality, and other environmental control rules, regulations, ordinances and statutes as apply to the project and the executing of the work performed pursuant to the Contract.

The Contractor shall implement construction site best management practices for the control of non-storm water and point discharges, and erosion and sediment control.

A Storm Water Pollution Control Program (WPCP) shall be required for the project.

The Contractor shall be required to implement temporary construction site best management practices (BMP's) in accordance with the Construction Site Best Management Practices (BMP's) Manual issued by the State of California, Department of Transportation. The temporary construction site best management practices required for this Contract shall include, but are not limited to:

A. Stockpile Management: Implement BMP's, as appropriate, for soil stabilization and sediment control as applicable to stockpile of various materials.

B. Mobile Operations: Implement BMP's, as appropriate, for the control of equipment fueling and maintenance, concrete
mixing and wash out, hauling and storage of materials. BMP's shall control the specific situations that mobile operations can create.

C. Wind Erosion Controls: Implement BMP's, as appropriate, for all disturbed soils on the project site that are subject to wind erosion when wind and dry conditions exist.

D. Tracking Controls: Implement BMP's, as appropriate, for the control of sediments and debris from the collection system.

E. Non-Storm Water and Waste Management and Materials Pollution Controls: Implement BMP's, as appropriate, to control the discharge of materials other than storm water to the storm water collection system.

The Contractor shall inspect BMPs regularly. Improperly installed, damaged or ineffective BMPs shall be corrected immediately.

1.3 DUST CONTROL:

Dust control shall conform to the provisions of the City of Cotati Specifications, Section 10, "Dust Control" of the Standard Specifications, and these requirements.

9.G.b
Packet Pg. 140 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

The Contractor shall maintain and operate construction equipment so as to minimize exhaust emissions of PM10 and other pollutants by means of the following:
a. Prohibition on idling motors of equipment that is not in use, and by trucks waiting in queues.
b. Implementation of specific maintenance programs (to reduce emissions) for equipment in frequent use during the
construction period.

1.4 MEASUREMENT AND PAYMENT:

The lump sum (LS) price paid for MOBILIZATION, including ENVIRONMENTAL REQUIREMENTS and DUST CONTROL shall be
considered as full compensation for mobilization as specified herein, including but not limited to notifications, project records and documents, obtaining all required permits, licenses, and paying all fees, developing construction schedule, moving on the site any equipment required for the operations, preparatory work, staking & layout, coordination and cooperation, project meeting, developing construction water supply, preconstruction video and photos, providing on-site sanitary facilities, developing a temporary construction staging area, subcontractor insurance and bonds, Contractor insurance and bonds, development, implementation and maintenance of a WPCP, demobilization and all other mobilization work, and no additional compensation shall be allowed therefor.
2 BENCHES AT MOSAIC WALLS

2.1 DESCRIPTION:

This work shall consist of furnishing and installation of three (3) benches at the locations indicated in the Project Plans.

Because the mosaic wall that benches are to attach to has been built, contractor will be required to provide shop drawings of proposed method of attachment to wall for City review & approval.

Additionally, contractor may provide alternative method of construction (ie boards to bracket) for City review & approval.

2.2 MATERIALS:

Benches shall be constructed of materials listed in Project Plans.

10.3 MEASUREMENT AND PAYMENT:

The contract unit price for Lump Sum (LS) for each of three locations, shall be considered full compensation for furnishing all materials, labor to fabricate and install benches as shown on the Project Plans.

9.G.b
Packet Pg. 141 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

PROJECT PLANS (4 SHEETS)

9.G.b
Packet Pg. 142 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

9.G.b
Packet Pg. 143 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

9.G.b
Packet Pg. 144 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

9.G.b
Packet Pg. 145 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

9.G.b
Packet Pg. 146 Attachment: Mosaic Wall Benches Informal Bid Package, 5-13-22 (Award Mosaic Benches)

Page 1 ends

CONSTRUCTION AGREEMENT (MINOR)
[City use: this form is only for public works projects not subject to public bid requirements.]

MOSAIC WALL BENCHES AT GRAVENSTEIN HIGHWAY PROJECT
(Title of Project)
(Project Account Code No. _____________________)
THIS CONSTRUCTION AGREEMENT (“Agreement”) is entered into and effective as of the ____ day of _______________ in the year 2022, by and between the City of Cotati (“City” ) and _______________________________________ (“Contractor”) (collectively, “Parties”).

City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

ARTICLE 1. WORK
Contractor shall complete the work as described and/or depicted in Exhibit A (“Work”), attached hereto and incorporated by reference herein, upon the terms and conditions set forth herein.

ARTICLE 2. COMPLETION OF WORK
The Work shall be completed to the satisfaction of City within 20 working days of the construction start date.

ARTICLE 3. CONTRACT PRICE /PAYMENT
As full compensation in consideration of completion of the Work in accordance with the Contract Documents and in consideration of the fulfillment of all of the Contractor’s obligations under the Contract Documents, the City will pay the Contractor in lawful money of the United States the total price of $_________________ (the “Contract Price”) as specified in the Contractor’s completed Bid Schedule dated____________ , 2022, and attached to and incorporated in this agreement. Payment to the Contractor under this agreement will be for Work actually performed in accordance with the Contract Documents and will be made in accordance with the requirements of the Contract Documents and applicable law. The City will have no obligation to pay the Contractor any amount in excess of the Contract Price unless this agreement is first modified in accordance with its terms. The City’s obligation to pay the Contractor under this agreement is subject to and may be offset by charges that may apply to the Contractor under this agreement. Such charges include but are not limited to, charges for liquidated damages and/or substitute performance in accordance with the Contract Documents.

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ARTICLE 4. INSURANCE
Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, Contractor’s agents, representatives and employees.

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (ed. 12/90) covering automobile Liability, code 1 (any auto), or code 8, 9 if no owned auto.

3. Workers’ Compensation Insurance as required by the State of California and Employers’ Liability Insurance. If no employees are utilized, the Contractor shall sign a declaration as described in California Health and Safety Code Section 19825.

B. Minimum Limits of Insurance. Contractor shall maintain limits no less than:

1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $2,000,000 per accident for bodily injury and property damage.

3. Employers Liability: $1,000,000 per accident for bodily injury or disease

4. Workers’ Compensation, Statutory Limits: $1,000,000 per accident for bodily injury or disease.

C. No Coverage Limitations or Restrictions. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the aforementioned specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insureds (defined below). Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater.

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D. Deductibles and Self-Insured Retentions (“SIR”). Any deductibles or SIR must be declared to and approved by the City and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or SIR as respects the City, its officers, officials, employees and volunteers, or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to so exercise later.

E. Other Insurance Provisions. The Commercial General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees and volunteers (“Additional Insureds”) are to be covered as insureds as respects: liability arising out of work or operations as performed by or on behalf of the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor.

2. The Additional Insured coverage under Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or selfinsurance, and shall be at least as broad as CG 20 01 04 13.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, unless thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

4. The Workers’ Compensation endorsement shall contain a Waiver of Subrogation against the City. The Contractor shall provide to the City an endorsement from the Workers’ Compensation insurer, if any, agreeing to waive all rights of subrogation against the City for injuries to employees of the Insured resulting from work for the City or use of the City’s premises or facilities.

5. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured.

F. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

G. Verification of Coverage. Contractor shall furnish the City with original certificates and amendatory endorsements effective coverage required by this clause. The endorsements

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should be on forms provided by the City or on other than the City’s forms provided those endorsements conform to the City’s requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

H. Subcontractors. Contractor agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of a subcontractor’s work.

Subcontractors hired by Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement.

Subcontractors shall further agree to include these same provisions with any subsubcontractor. A copy of these indemnity and insurance provisions will be furnished by Contractor to a subcontractor on request. Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in their agreement prior to commencement of any Work and Contractor shall provide proof of compliance to City.

ARTICLE 5. BONDS/CONTRACTOR’S GUARANTEE
A. A labor and materials (payment) bond is __X__ required / not required for this Agreement. If required for this Agreement, before beginning the Work, Contractor shall provide a labor and materials bond in the amount of one hundred percent (100%) of the Contract Price, and which conforms with the requirements of Civil Code section 3248, as may be amended from time to time.

B. A performance bond is __X__ required / _ not required for this Agreement. If required for this Agreement, before beginning the Work, Contractor shall provide a performance bond in the amount of one hundred percent (100%) of the Contract Price to guarantee faithful performance of the Work.

5. Contractor shall guarantee the Work to be free of defects in material and workmanship for a period of one (1) year following the City’s acceptance of the Work (“Contractor’s Guarantee”). As part of Contractor’s Guarantee, Contractor agrees to make, at Contractor’s own expense, any repairs or replacements made necessary by defects in material or workmanship which become evident within the one-year guarantee period.

The Contractor’s Guarantee is effective regardless of whether or not a maintenance bond is required by the City for this Agreement.

6. A maintenance bond is __X__ required / _ not required for this Agreement. If required for this Agreement, prior to acceptance of the Work, Contractor shall provide a maintenance bond in the amount of ten percent (10%) of the Contract Price as a security for the Contractor’s Guarantee. The maintenance bond shall remain in force for one (1) year following the City’s acceptance of the Work.

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7. Any and all bonds required for this Agreement shall be in a form acceptable to the General Counsel. Any such bond must be issued by a corporate surety which is an admitted surety insurer in the State of California. Any bond signed by an agent must be accompanied by a certified copy of such agent’s authority to act. If the surety on any bond provided by Contractor is declared a bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Work is located, Contractor shall, within seven (7) days thereafter, substitute another bond and surety in accordance with the requirements set forth herein.

ARTICLE 6. CONTRACT DOCUMENTS
The contract documents which comprise the entire agreement between City and Contractor consist of this Agreement and exhibits thereto and the following (“Contract Documents”):
 City-approved drawings and specifications for the Work; o Project Plans, applicable sheets from Downtown Specific Plan Area Revitalization 2015 [four (4) sheets, by Omni-Means and Firma Design Group].
o Technical Specifications
o Current City of Cotati Standard Plans and Construction Specifications and current Caltrans Standard Specifications and Plans
 Any written amendment or change order approved by the City after the effective date of this Agreement;
 Payment Bond, Performance Bond and Maintenance Bond pursuant to Article 5 of this Agreement;
 Certificate of Insurance and Endorsement;
 W-9;
 Business License
The Contract Documents may only be amended by prior written authorization of the City Engineer, or his/her designee.

ARTICLE 7. LIQUIDATED DAMAGES
A. City and Contractor recognize that time is of the essence of this Agreement and that the City will suffer financial loss if the Work is not completed within the time specified in Article 2 herein, plus any extensions previously authorized in writing by the Executive Director or his/her designee. It is and will be difficult and/or impossible to ascertain and determine the actual damage which City will sustain in the event of and by reason of Contractor’s failure to fully perform the Work or to fully perform all of its contract obligations that have accrued by the time for completion as specified in Article 2 herein and/or as specified for completion of any scheduled operations or works described in the Contract Documents. It is agreed in accordance with California Government Code Section 53069.85, as may be amended from time to time, that Contractor will forfeit and pay to

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City liquidated damages in the sum of $250 per day for each and every calendar day that expires after the time for completion specified in Article 2 herein and/or as specified for completion of any scheduled operations or works described in the Contract Documents except as otherwise provided by extension of time previously authorized in writing by the Executive Director or his/her designee. It is further understood and agreed in accordance with California Government Code Section 53069.85 that the liquidated damages sum specified in this provision is not manifestly unreasonable under the circumstances existing at the time this contract was made, and that City may deduct liquidated damages sums in accordance with this provision from any payments due or that may become due to Contractor.

B. Liquidated damages will continue to accrue at the stated rate until final completion of the Work. Accrued liquidated damages may be deducted by City from amounts due or that become due to Contractor for performance of the Work. Liquidated damages may not be waived or reduced by City unless expressly waived or reduced in writing by the Executive Director or his/her designee.

ARTICLE 8. PREVAILING WAGES
A. Pursuant to California Labor Code Section 1771, Contractor and any subcontractor shall pay all workers employed in execution of the Work in accordance with the general rate of per diem wages specified for each craft, classification, or type of worker needed to execute the Work. Copies of the prevailing rates of per diem wages are on file at the Recording Secretary’s office, and shall be made available to any interested party on request.

B. Contractor is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and Contractor and any subcontractor shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein.

C. Contractor and any subcontractor shall maintain and make available for inspection payroll records as required by California Labor Code Section 1776, which is incorporated by this reference as though fully set forth herein. Contractor is responsible for ensuring compliance with this section.

D. Contractor and any subcontractor shall fully comply with California Labor Code Section 1777.5, concerning apprentices, which is incorporated by this reference as though fully set forth herein. Contractor is responsible for ensuring compliance with this section.

E. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Work shall constitute a legal day’s work under this Agreement.

Contractor and any subcontractor shall pay workers overtime pay as required by California Labor Code Section 1815. Contractor and any subcontractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker

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Cotati City CouncilJune 28, 2022

Cotati City Council
June 28, 2022