Agenda, first session — Fairfield City Council, February 7, 2023 (part 1 of 4)

For individuals with hearing or speaking limitations, dial 711 or (800) 7352922 (English). For Spanish, Tagalog or other language, please dial (800) 8553000 and provide the communication assistant with the following City telephone number: (707) 3994010.

Pursuant to AB 361 regarding public meetings held during the COVID19 emergency, councilmembers may attend via teleconference. Members of the public can observe the meeting on Comcast Cable Channel 26, ATT UVerse 99, and webstreamed live at www.youtube.com/user/FFCATV/live . The public may join the meeting via Zoom at https://fairfieldca.zoom.us/j/89060213840?pwd=UUd0WlpEMStLemcxbld4dzVMK3Z5dz09 or via phone (408) 6380968, Webinar ID: 890 6021 3840, Passcode: 7074287400 CALL TO ORDER 6:00 PM
ROLL CALL
Councilmember Doug Carr
Councilmember Doriss Panduro
Councilmember Scott Tonnesen
Councilmember Rick Vaccaro
Councilmember K. Patrice Williams
Vice Mayor Pam Bertani
Mayor Catherine "Cat" Moy
INVOCATION Reverend Clarence Coleman, Bethel Community Church PLEDGE OF ALLEGIANCE
COUNCIL REPORTS
CITY MANAGER REPORT
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PRESENTATIONS

1.Poem Reading "Unyielding Tenacity" by Poet Laureate Suzanne Bruce Contact:Karen Rees, (707) 428 7767
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2.Proclamation Declaring Black History Month Presented by Vice Mayor Pam Bertani Contact:Karen Rees, (707) 428 7767
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3.Proclamation Declaring Cancer Prevention Month Presented by Mayor Catherine "Cat" Moy Contact:Karen Rees, (707) 428 7767
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PUBLIC COMMENTS
PUBLIC COMMENTS
Persons wishing to address the City Council on subjects not on the agenda but within the jurisdiction of the council may do so at this time. The council cannot discuss or take action on matters not on the agenda for this meeting, but councilmembers may briefly respond to statements made or questions raised by the public, ask for clarification from staff, refer the matter to staff, request staff to report back to the council at a subsequent meeting, or place the matter on a future agenda. To speak on an agenda item please use the “raise your hand” feature or press *9 on your phone. Speakers are limited to three minutes per item.

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the City Council or the public requests that separate action be taken on a specific item.

4.Approval of Meeting Minutes from January 2023
Recommended Action
Approve the meeting minutes.

Funding Source
N/A
Contact:Esther Beavers, (707) 4287402
a

5.Resolution 202309 of the City Council of the City of Fairfield Reconsidering and Authorizing Public Meetings to be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings and Determinations Regarding the Same Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Karen Rees, (707) 4287767
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6.Resolution 202310 of the City Council of the City of Fairfield Authorizing the City Manager to Packet Page 2 of 846

6.Resolution 202310 of the City Council of the City of Fairfield Authorizing the City Manager to Execute an Agreement for Severance Between the City of Fairfield and Daniel Marshall Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:David Gassaway, (707) 4287400
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7.Resolution 202311 of the City Council of the City of Fairfield Approving the Disposition and Development Agreement Between the City of Fairfield and Scannell Properties Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Dwayne Dalman, (707) 4287649
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8.Resolution 202312 of the City Council of the City of Fairfield Approving the Equipment Shelter Ground Lease Agreement Between the City of Fairfield and New Cingular Wireless PCS, LLC for a New Cellular Equipment Shelter Located off of Verona Court and Palladio Way, Fairfield, More Commonly Known as APN 0148200570
Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Dwayne Dalman, (707) 4287649
a

9.Resolution 202313 of the City Council of the City of Fairfield Approving the Report of the Advisory Board for Calendar Year 2022 and Proposed Budget for Calendar Year 2023 in Connection with the North Texas Street Business Improvement District; and Resolution 202314 of the City Council of the City of Fairfield Declaring Intention to Levy an Assessment Against Businesses Within the North Texas Street Business Improvement District for Calendar Year 2023 and Setting a Time and Place for Hearing Objections Thereto Recommended Action
Adopt resolutions.

Funding Source
N/A
Contact:Dwayne Dalman, (707) 4287649
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10.Resolution 202315 of the C ity of Fairfield Approving Amendments to the Economic Development Revolving Loan Program Guidelines and Authorizing the City Manager to Make any Further Amendments to the Guidelines as Needed and to sign any Documents or Contracts Associated with the Program
Recommended Action
Adopt resolution.

Funding Source
N/A
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CITY OF FAIRFIELDFAIRFIELD CITY COUNCILREGULAR MEETINGTUESDAY, FEBRUARY 7, 2023; 6:00 PMCOUNCIL CHAMBER, 1000 WEBSTER STREET, FAIRFIELD,CA 94533 OR VIA ZOOMAGENDANotice to PublicThe City of Fairfield is committed to providing meeting facilities that areaccessible to persons with disabilities and/or have language barriers. To requestmeeting materials in alternative formats, or to request a sign languageinterpreter, realtime captioning, or other accommodation, please contact theCity Clerk's Office, at least 72 hours in advance of the meeting at (707) 4287400.For individuals with hearing or speaking limitations, dial 711 or (800) 7352922(English). For Spanish, Tagalog or other language, please dial (800) 8553000and provide the communication assistant with the following City telephonenumber: (707) 3994010.Pursuant to AB 361 regarding public meetings held during the COVID19 emergency,councilmembers may attend via teleconference. Members of the public can observe the meeting onComcast Cable Channel 26, ATT UVerse 99, and webstreamed live at www.youtube.com/user/FFCATV/live . The public may join the meeting via Zoom at https://fairfieldca.zoom.us/j/89060213840?pwd=UUd0WlpEMStLemcxbld4dzVMK3Z5dz09 or viaphone (408) 6380968, Webinar ID: 890 6021 3840, Passcode: 7074287400CALL TO ORDER 6:00 PMROLL CALLCouncilmember Doug CarrCouncilmember Doriss PanduroCouncilmemberScott TonnesenCouncilmember Rick VaccaroCouncilmember K. Patrice Williams Vice Mayor Pam BertaniMayor Catherine "Cat" MoyINVOCATION Reverend Clarence Coleman, Bethel Community ChurchPLEDGE OF ALLEGIANCECOUNCIL REPORTSCITY MANAGER REPORTCITY ATTORNEY REPORTCITY CLERK REPORTPRESENTATIONS1.Poem Reading "Unyielding Tenacity" by Poet Laureate Suzanne BruceContact:Karen Rees, (707) 428 7767a2.Proclamation Declaring Black History Month Presented by Vice Mayor Pam BertaniContact:Karen Rees, (707) 428 7767a3.Proclamation Declaring Cancer Prevention Month Presented by Mayor Catherine "Cat" MoyContact:Karen Rees, (707) 428 7767aPUBLIC COMMENTS PUBLIC COMMENTSPersons wishing to address the City Council on subjects not on the agenda but within the jurisdictionof the council may do so at this time. The council cannot discuss or take action on matters not on theagenda for this meeting, but councilmembers may briefly respond to statements made or questionsraised by the public, ask for clarification from staff, refer the matter to staff, request staff to report backto the council at a subsequent meeting, or place the matter on a future agenda. To speak on anagenda item please use the “raise your hand” feature or press *9 on your phone. Speakers arelimited to three minutes per item.CONSENT CALENDARAll matters listed on the Consent Calendar are to be approved with one motion unless a member ofthe City Council or the public requests that separate action be taken on a specific item.4.Approval of Meeting Minutes from January 2023Recommended ActionApprove the meeting minutes.Funding SourceN/AContact:Esther Beavers, (707) 4287402a5.Resolution 202309 of the City Council of the City of Fairfield Reconsidering and AuthorizingPublic Meetings to be Held Via Teleconferencing Pursuant to Government Code Section54953(e) and Making Findings and Determinations Regarding the SameRecommended ActionAdopt resolution.Funding SourceN/AContact:Karen Rees, (707) 4287767a6.Resolution 202310 of the City Council of the City of Fairfield Authorizing the City Manager toExecute an Agreement for Severance Between the City of Fairfield and Daniel MarshallRecommended ActionAdopt resolution.Funding SourceN/AContact:David Gassaway, (707) 4287400a7.Resolution 202311 of the City Council of the City of Fairfield Approving the Disposition andDevelopment Agreement Between the City of Fairfield and Scannell PropertiesRecommended ActionAdopt resolution.Funding SourceN/AContact:Dwayne Dalman, (707) 4287649a8.Resolution 202312 of the City Council of the City of Fairfield Approving the Equipment ShelterGround Lease Agreement Between the City of Fairfield and New Cingular Wireless PCS, LLCfor a New Cellular Equipment Shelter Located off of Verona Court and Palladio Way, Fairfield,More Commonly Known as APN 0148200570Recommended ActionAdopt resolution.Funding SourceN/AContact:Dwayne Dalman, (707) 4287649a9.Resolution 202313 of the City Council of the City of Fairfield Approving the Report of theAdvisory Board for Calendar Year 2022 and Proposed Budget for Calendar Year 2023 inConnection with the North Texas Street Business Improvement District; andResolution 202314 of the City Council of the City of Fairfield Declaring Intention to Levy anAssessment Against Businesses Within the North Texas Street Business Improvement Districtfor Calendar Year 2023 and Setting a Time and Place for Hearing Objections TheretoRecommended ActionAdopt resolutions.Funding SourceN/AContact:Dwayne Dalman, (707) 4287649a10.Resolution 202315 of the C ity of Fairfield Approving Amendments to the EconomicDevelopment Revolving Loan Program Guidelines and Authorizing the City Manager to Makeany Further Amendments to the Guidelines as Needed and to sign any Documents or ContractsAssociated with the ProgramRecommended ActionAdopt resolution.

Funding Source
N/A
Contact:LaTanya Terrones, (707) 4287454
a

11.Second Reading of Ordinance 202302 of the City Council of the City of Fairfield Amending Section 25.20.3 of Chapter 25, Article I of the Municipal Code, also Known as the Zoning Ordinance, to Include Section 25.20.3.4 SB 9 Development Regulations and Associated Table 252.1 RVL and RL District Development Regulations Under Senate Bill 9 Recommended Action
Provide second reading and adopt Ordinance 202302.

Funding Source
N/A
Contact:YeeLynn Wong, (707) 4287449
a

12.Resolution 202316 of the City Council of the City of Fairfield Approving up to $250,000 to Cover Tenant Improvement Costs for City Hall Office Space Recommended Action
Adopt resolution.

Funding Source
$250,000; Fund 101
Contact:Savita Chaudhary, (707) 4287582
a

13.Resolution 202317 of the City Council of the City of Fairfield Approving a Professional Services Agreement with Cyber Leadership and Strategy Solutions, LLC Recommended Action
Adopt resolution.

Funding Source
$205,000; Computer Fund
Contact:Savita Chaudhary, (707) 4287582
a

14.Resolution 202318 of the City Council of the City of Fairfield Accepting the Nelson Hill Reservoir Mixing and Valve Replacement Project as Complete Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Roger Dunham, (707) 4287478
a
PUBLIC HEARINGS

15.Public Hearing, and;
Resolution 202319 of the City Council of the City of Fairfield Approving a Negative Declaration (ER2023003) for the 20232031 Housing Element Project, Adopting the 20232031 Housing Element, and Forwarding the Housing Element to the California Department of Housing and Community Development for Certification
Recommended Action
Hold public hearing and adopt resolution.

Funding Source
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Funding Source
N/A
Contact:Dave Feinstein, (707) 4287448
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ADJOURN TO TUESDAY, FEBRUARY 21, 2023, 6:00 P.M., COUNCIL CHAMBER.

Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the City of Fairfield to all or a majority of the Fairfield City Council less than 72 hours prior to that meeting are available for public inspection at City Hall, in the 4th floor lobby, 1000 Webster Street, Fairfield, California during normal business hours.

PUBLIC NOTIFICATION
I, Esther Beavers, Deputy City Clerk, do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Fairfield City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 1000 Webster Street, Fairfield, California on Wednesday, February 1, 2023.

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Agenda Item No: 4.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Approval of Meeting Minutes from January 2023
RECOMMENDED ACTION
Approve the meeting minutes.

STATEMENT OF ISSUE
Minutes need approval by the City Council.

DISCUSSION
The City Council Closed Session Minutes and City Council Minutes for January 2023 have been approved by the city attorney and need council approval.

FINANCIAL IMPACT
N/A
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
The council may choose to modify the minutes which will result in bringing this item back at a future date.

STAFF CONTACT
Esther Beavers, Deputy City Clerk
(707) 4287402
[email protected]
COORDINATED WITH
City Attorney's Office
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Agenda Item No: 4.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Approval of Meeting Minutes from January 2023RECOMMENDED ACTIONApprove the meeting minutes.STATEMENT OF ISSUEMinutes need approval by the City Council.DISCUSSIONThe City Council Closed Session Minutes and City Council Minutes for January 2023 have beenapproved by the city attorney and need council approval.FINANCIAL IMPACTN/APUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONN/AALTERNATIVE ACTIONThe council may choose to modify the minutes which will result in bringing this item back at a futuredate.STAFF CONTACTEsther Beavers, Deputy City Clerk(707) 428[email protected] COORDINATED WITH
City Attorney's Office
ATTACHMENTS:

Description
Closed Session Minutes 01172023
City Council Minutes 01172023
REVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 1/31/2023 9:30 AM
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CITY OF FAIRFIELD

FAIRFIELD CITY COUNCIL

SPECIAL MEETING

CLOSED SESSION
TUESDAY, JANUARY 17, 2023; 5:00 PM
CITY HALL, CITY MANAGER'S OFFICE, 1000 WEBSTER STREET, 4TH FLOOR, FAIRFIELD, CA 94533 OR VIA ZOOM

MINUTES

CALL TO ORDER

Mayor Cat Moy called the meeting to order at 5:00 p.m. City Attorney David Lim called roll.

Present in person were Councilmembers Doug Carr, Doriss Panduro, Scott Tonnesen, Rick Vaccaro, K.

Patrice Williams, Vice Mayor Pam Bertani, and Mayor Cat Moy; City Manager David Gassaway, City Attorney David Lim, Associate City Attorney Henry York, Chief Dan Marshall (Items #2 -5 only).

Present via Zoom were Rhoda A. Chandler, William Giugni, and an unidentified caller.

City Attorney Lim invited members of the public to speak at public comments.

PUBLIC COMMENT: Ms. Chandler and Mr. Giugni spoke about items regarding Mr. Dayton and notified the City Council of a private civil nuisance action filed against Mr. Dayton.

The City Council went into a closed session on Item #1 with City Attorney David Lim, City Manager David Gassaway, and Associate Attorney Henry York. Police Chief Marshall left the room, and members of the public were placed into the Zoom waiting room.

The City Council went into a closed session on Items #2-5 with Chief Marshall back in the room.

Members of the public remained in the Zoom waiting room.

CLOSED SESSION

1. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(Paragraph (1) of subdivision (d) of Section 54956.9)
Name of case: Solano County Orderly Growth Committee v. City of Fairfield, City of Fairfield City Council, and Does 1-20, Solano County Superior Court, Case No. FCS059198

2. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(Paragraph (1) of subdivision (d) of Section 54956.9)
Name of case: Edward Dayton v. City of Fairfield, Solano County Superior Court case FCM180004

3. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(Paragraph (1) of subdivision (d) of Section 54956.9)
Name of case: Edward Dayton v. City of Fairfield, Solano County Superior Court case FCS063735

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4. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(Paragraph (1) of subdivision (d) of Section 54956.9)
Name of case: Edward Dayton v. City of Fairfield, Solano County Superior Court case FCS056426

5. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: Two (2) potential cases.

The City Council came out of a closed session. Members of the public were brought back into the Zoom meeting. The city attorney made no announcements out of the closed meeting.

The meeting was adjourned at 5:51 p.m.

______________________________
City Attorney
________________________________
Mayor
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CITY OF FAIRFIELD

FAIRFIELD CITY COUNCIL REGULAR MEETING
TUESDAY, JANUARY 17, 2023; 6:00 PM
COUNCIL CHAMBER, 1000 WEBSTER STREET
FAIRFIELD, CA 94533 OR VIA ZOOM

MINUTES

CALL TO ORDER

Mayor Catherine Moy called the meeting to order at 6:02 p.m.

ROLL CALL

On roll call were Councilmembers Doug Carr, Doriss Panduro, Scott Tonnesen, Rick Vaccaro, and K.

Patrice Williams; Vice Mayor Pam Bertani, and Mayor Moy.

INVOCATION

Worship Pastor Sam Morris of BayNorth Church of Christ gave an invocation.

PLEDGE OF ALLEGIANCE

Councilmember Panduro led the Pledge of Allegiance.

COUNCIL REPORTS

Vice Mayor Bertani reported that the Clergy Action Network (CAN) would hold its next meeting on Tuesday, January 24, from 3-4:30 p.m. in Council Chamber. They will begin planning for a sit-down Easter dinner, the 2nd Annual Juneteenth event, and will discuss upcoming activities at Travis Air Force Base.

Next, she reported that she and Mayor Moy would begin a “Listening Tour,” a series of town hall meetings in each district to listen to residents’ concerns. The first town hall will be held on February 11, from 11 a.m. to 1 p.m., at Bethel Community Church. Lastly, she invited residents to the Council Retreat on Friday, February 3, 5:30-8:30 p.m., and Saturday, February 4, from 9 a.m. to noon, where Council will set its goals and priorities for the year.

Councilmember Carr stated that he did not have anything to report.

Councilmember Panduro reported that she and the North Texas Street Business Association members visited businesses last week to inform them of a Business Watch meeting on January 18 at 12 p.m. at Fairfield-Suisun Chamber of Commerce, 1111 Webster Street, to address concerns that business owners have about homelessness. Homeless Intervention Team will be there to answer questions.

Councilmember Vaccaro commented that Mayor Harry T. Price’s memorial service was beautiful and a proper send-off for a man who served the city of Fairfield for over 25 years. Next, he thanked Fire, Police, and Public Works departments for their efforts in dealing with the ongoing heavy rainfall and flooding over the past several weeks. He stated he appreciates how hard they work!

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Councilmember Tonnesen reported that work is being done to mitigate the debris flowing into the creeks and ponds due to the heavy rainfall and that several local agencies are involved. He said he looks forward to having Mayor Moy and Vice Mayor Bertani’s “Listening Tour” town hall meeting in his District (2).

Councilmember Williams stated that Mayor Price’s memorial service was beautiful, inspirational, and well-organized. She reported that she was able to obtain timely information about anything rain-related on the City’s social media platforms, including where to get sandbags. She also stated that the City’s newer website is “amazing” and easy to navigate. She encouraged people to sign up for the Fairfield Weekly report promoted on the City’s website.

Mayor Moy shared that she thought Mayor’ Price’s celebration of life service was perfect. She thanked City staff for their excellent job in planning such a lovely service and executing every detail perfectly.

She commented that they could be professional event planners. She also thanked Councilmember Vaccaro and former Councilmember Chuck Timm for helping the family navigate this difficult time. Next, she reported that a series of town hall sessions on the dangers of fentanyl would be held on January 18, 25, and 31 at different locations. The Fairfield-Suisun Unified School District in collaboration with Fairfield Fire and Police Departments hosts these sessions. She thanked Councilmembers Panduro and Tonnesen for their part in working with FSUSD. She emphasized the importance of education in battling this often-fatal drug.

CITY MANAGER REPORT

City Manager David Gassaway thanked Public Works staff for their hard work dealing with the storms and flooding. He gave special thanks to staff members Carlos Cuenta, Josh Annon, Ross Giron, Giovanni Hernandez, Mario Betancourt, Zach Canaday, Jalani Parker, Brian Garcia, Daniel Camara, and George Shimboff. He stated that they worked overtime to keep storm drains and ditches clear of debris. Next, he stated that Item 8 on consent calendar would be pulled and brought back at a later date . Regarding Item 5, he clarified that Mayor Moy has chosen Vice Mayor Bertani as the first alternate on the Fairfield Suisun Sewer District Board, and that Councilmember Williams would serve as second alternate.

CITY ATTORNEY REPORT

City Attorney David Lim had nothing to report from closed session.

CITY CLERK REPORT

City Clerk Karen Rees shared that Mayor Price’s memorial service was beautiful. She thanked City Manager staff members Kelly Ballard, Esther Beavers, Ria Adams, and Maribel Viray for their excellent work on the service arrangements and logistics. She also thanked Valerie Kiehn, a graphic designer from the Marketing and Outreach Division, who did an exceptional job designing the program.

PRESENTATIONS

1. Councilmember Carr presented a proclamation declaring it "National Slavery and Human Trafficking Awareness Month" to Executive Director Kari Cordero and the Sexual Assault Nurse Examiners / Sexual Assault Response Team (SANE-SART).

2. Fairfield Poet Laureate read her moving poem “Beyond the Dream," honoring Dr. Martin Luther Packet Page 11 of 846Attachment 2 Page 2 of 6

King, Jr.

3. Councilmember Williams presented a proclamation recognizing "Dr. Martin Luther King Jr. Day" to Tri-Valley NAACP President Nikila Gibson. Councilmember Williams stated that Vice Mayor Bertani was the first Black woman to be elected to Fairfield’s City Council, helping pave the way for her to be the second.

PUBLIC COMMENTS

Bryan Lynch spoke about vacant lots.

Jeff Trager spoke about upcoming events at the Downtown Theatre.

CONSENT CALENDAR

All matters listed on the Consent Calendar are to be approved with one motion unless a member of the City Council or the public requests that separate action be taken on a specific item.

4. Approval of Meeting Minutes from November and December 2022

5. Minute Action Approving Mayor's Appointments to the Fairfield-Suisun Sewer District Board for 2023

6. Resolution 2023-01 of the City Council of the City of Fairfield Reconsidering and Authorizing Public Meetings to be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings and Determinations Regarding the Same

Councilmember Williams asked for Item 7 to be pulled for discussion.

7. Resolution 2023-02 of the City Council of the City of Fairfield Intention to Establish a Community Facilities District, One or More Improvement Areas and a Future Annexation Area for the One Lake Project (“Resolution of Intention to Establish”) and;

Resolution 2023-03 of the City Council of the City of Fairfield Intention to Incur Bonded and Other Indebtedness (“Resolution of Intention to Incur Debt”)

City Manager David Gassaway pulled Item 8 and stated it would be returned at a future meeting.

8. Resolution 2023-04 of the City Council of the City of Fairfield Approving an Amendment to Resolution 99-302 Revising the Structure and Duties of the Fairfield Golf Advisory Board

9. Resolution 2023-05 of the City Council of the City of Fairfield Approving the Plans and Specifications and Awarding a Contract to Dirt & Aggregate Interchange, Inc. for the Fairfield Highway Safety Improvement Program Cycle 9 Guardrail Project, Federal Aid Project No. HSIPL 5132-0 52 and Authorizing an Update to the Fiscal Year 2022-2023 Budget

Councilmember Vaccaro made a motion to approve the Consent Calendar as presented , excluding Items 7 and 8. Vice Mayor Bertani seconded the motion. The motion carried unanimously, 7-0.

Vice Mayor Bertani made a motion to approve Item 7. Councilmember Vaccaro seconded the motion.

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The motion carried unanimously, 7-0.

NEW BUSINESS

10. Director of Finance John Furtado recommended to Council that it approve Resolution 2023-06 of the City Council of the City of Fairfield Approving the City’s Fiscal Year 202122 Annual Comprehensive Financial Report and the Draft Schedule of Expenditures for Federal Awards Report (Single Audit) and Other Reports.

Councilmember Panduro made a motion to approve Resolution 2023-06. Councilmember Vaccaro seconded the motion. The motion carried unanimously. (7-0)

11. Associate Attorney Marian Slocum recommended to Council that it approve the First Reading and Introduction of Ordinance 2023-01 of the City Council of the City of Fairfield Amending Section 2.7 to Chapter 2, Article II of the Fairfield Municipal Code Regarding Appointment, Removal, and Term of Office of the City Manager to Reflect the Current Number of Council Members Required for a Majority Vote, Remove the Requirement for an Indefinite Term, and Remove the Gender Classification of the City Manager.

Councilmember Vaccaro made a motion to waive the full reading, read by title only, and introduce Ordinance 2023-01 for first reading. Councilmember Carr seconded the motion. The motion carried unanimously (7-0).

PUBLIC HEARINGS

12. Junior Planner Yee-Lynn Wong recommended to Council that it open the Public Hearing; and approve the First Reading and Introduction of Ordinance 2023-02 of the City Council of the City of Fairfield Amending Section 25.20.3 of Chapter 25, Article I of the Municipal Code, also Known as the Zoning Ordinance, to Include Section 25.20.3.4 SB 9 Development Regulations and Associated Table 25-2.1 RVL and RL District Development Regulations Under Senate Bill 9.

Mayor Moy opened the public hearing. There were no requests to speak. Mayor Moy closed the public hearing.

Councilmember Tonnesen made a motion to waive full reading, read by title only, and introduce Ordinance 2023-02 for first reading. Vice Mayor Vaccaro seconded the motion. The motion carried unanimously (7-0).

13. Senior Planner Jonathan Atkinson recommended to Council that it open the Public Hearing; and approve Resolution 2023-07 of the City Council of the City of Fairfield Adopting a Specific Plan Amendment (SP2022-002) for the Heart of Fairfield Plan to Redesignate Parcels at 601 Beck Avenue (APN: 0028-920-300), 649 Beck Avenue (APN: 0028-920-290), and 699 Beck Avenue (APN:
0028-920-280) from Community Commercial (CC) to Mixed-Use West Texas (MUWTS); and

First Reading and Introduction of Ordinance 2023-03 of the City Council of the City of Fairfield Amending Various Sections of Chapter 25, Article I of the Municipal Code, also Known as the Zoning Ordinance, to Adjust Land Use Regulations and Development Standards in Alignment with the Goals and Objectives of the Heart of Fairfield Plan; Correcting the Description of the West Texas Street (HWT) District; Adjusting Permit Requirement Thresholds for Heart of Fairfield Plan Zon ing Districts; Creating Definitions for Amenity Zone, Activity Zone, and Transparency; and Amending Chapter 25, Article I of the Municipal Packet Page 13 of 846Attachment 2 Page 4 of 6

Code, Also Known as the Zoning Map, Rezoning a Parcel at 1100 Texas Street (APN: 0030-174-080) from Public Facilities (PF) District – Downtown Area Parking (P1) Overlay District To Downtown (HD) District – Downtown Area Parking (P1) Overlay District, and Parcels at 601 Beck Avenue (APN: 0028-920-300), 649 Beck Avenue (APN: 0028-920-290), and 699 Beck Avenue (APN: 0028-920-280) from Community Commercial (CC) District To HWT District; and

First Reading and Introduction of Ordinance 2023-04 of the City Council of the City of Fairfield Amending Various Sections of Chapter 25, Article I of the Fairfield Municipal Code, also Known as the Zoning Ordinance, to Address New Issues, Correct Typographical Errors, Make Minor Organizational Revisions, Clarify Language, Bring the Zoning Ordinance into Closer Alignment with General Plan Goals, Objectives, and Policies; and Bring the Zoning Ordinance into Full Compliance with State Law

Mayor Moy opened the public hearing.

Chris Angle spoke on Item 13.

Mayor Moy closed the public hearing.

Councilmember Vaccaro made a motion to approve Resolution 2023-07. Councilmember Bertani seconded the motion. The motion carried unanimously (7-0).

Councilmember Panduro made a motion to waive full reading, read by title only, and introduce Ordinance 2023-03. Councilmember Vaccaro seconded the motion. The motion carried unanimously (7- 0).

14. Public Hearing; and Resolution 2023-08 of the City Council of the City of Fairfield [Approving/Sustaining] [Denying/Overruling] the Appeal of the Revocation of Business License Number 07000966 Belonging to Smoke N More LLC, Located at 1306 West Texas Street, Fairfield, CA 94533

City Clerk Rees announced Item #14 and read the title. City Attorney David Lim announced that because he would be assisting Code Enforcement on the matter, advice to the City Council as the hearing body would be handled by John Robinson, an attorney with the firm of Castillo, Moriarty, Tran & Robinson.

Mr. Lim left the dais to assist Code Enforcement, and Mr. Robinson took the City Attorney’s seat on the dais to advise the City Council.

Mayor Moy called the hearing to order. Owner/Appellant Ahmed Saeed was present for Smoke Shop N More LLC with attorneys Brandon Kline and John Coyle. City Code Enforcement Officers Jeremy Profitt and Elizabeth Dalby were present for the City with City Attorney David Lim.

Mr. Kline and Mr. Coyle presented arguments for Smoke Shop N More. Mr. Profitt presented arguments for the City. Various hearing Officers/Councilmembers asked follow-up questions to both parties. Sgt.

Frank Piro of the Fairfield Police Department and Mr. Lim assisted Mr. Profitt in answering follow-up questions on behalf of the City. No members of the public spoke on this issue.

Mayor Moy closed the public hearing and brought the matter back before the City Council.

Councilmember Carr moved to deny the appeal and revoke the business license of Smoke Shop N More, and Councilmember Vaccaro seconded the motion. The motion was approved 7-0.

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Recommended Action
Hold public hearing and adopt resolution approving/sustaining or denying/overruling the appeal of the revocation of business license #07000966 for Smoke N More LLC.

Funding Source
N/A
Contact: John Robinson, (803) 348-8545

Mayor Moy opened the public hearing.

Mayor Moy closed the public hearing.

Councilmember Carr made a motion to approve Resolution 2022-08. Councilmember Vaccaro seconded the motion. The motion carried unanimously, 7-0.

MEETING WAS ADJOURNED AT 9:18 P.M. TO TUESDAY, FEBRUARY 7, 2023, 6:00 P.M., COUNCIL CHAMBER.

___________________________
City Clerk
________________________
Mayor
Packet Page 15 of 846Attachment 2 Page 6 of 6

Agenda Item No: 5.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution 202309 of the City Council of the City of Fairfield Reconsidering and Authorizing Public Meetings to be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings and Determinations Regarding the Same RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Government Code 54953(e) is new legislation that amends the Brown Act to allow local agencies to meet remotely during declared emergencies under certain conditions. The code requires that the City Council reconsider and reauthorize these provisions every 30 days following initial authorization.

DISCUSSION
On October 5, 2021, the council adopted provisions of Assembly Bill (AB) 361, urgency legislation that amends the Brown Act to allow local agencies to meet remotely during declared emergencies under certain conditions. AB 361 authorizes local agencies to continue meeting remotely without following the Brown Act’s standard teleconferencing provisions, including the requirement that meetings be conducted in physical locations if the meeting is held during a state of emergency proclaimed by the Governor and either of the following applies:

1. State or local officials have imposed or recommended measures to promote social distancing; or

2. The agency has already determined whether, as a result of the emergency, meeting in person would present imminent risks to the health or safety of the attendee.

Council has utilized teleconferencing options throughout the pandemic, including remote appearances by Councilmembers and public comments from citizens via Zoom, email, or teleconference.

AB requires the council to reconsider the circumstances of the state of emergency every 30 days following the adoption of the law and make specific findings that either of the following cases exists:

1. The state of emergency continues to directly impact the ability of the members to meet in person Packet Page 16 of 846

Agenda Item No: 5.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution 202309 of the City Council of the City of Fairfield Reconsidering andAuthorizing Public Meetings to be Held Via Teleconferencing Pursuant to GovernmentCode Section 54953(e) and Making Findings and Determinations Regarding the SameRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEGovernment Code 54953(e) is new legislation that amends the Brown Act to allow local agencies tomeet remotely during declared emergencies under certain conditions. The code requires that the CityCouncil reconsider and reauthorize these provisions every 30 days following initial authorization.DISCUSSIONOn October 5, 2021, the council adopted provisions of Assembly Bill (AB) 361, urgency legislation thatamends the Brown Act to allow local agencies to meet remotely during declared emergencies undercertain conditions. AB 361 authorizes local agencies to continue meeting remotely without following theBrown Act’s standard teleconferencing provisions, including the requirement that meetings beconducted in physical locations if the meeting is held during a state of emergency proclaimed by theGovernor and either of the following applies:1. State or local officials have imposed or recommended measures to promote social distancing; or2. The agency has already determined whether, as a result of the emergency, meeting in personwould present imminent risks to the health or safety of the attendee.Council has utilized teleconferencing options throughout the pandemic, including remote appearancesby Councilmembers and public comments from citizens via Zoom, email, or teleconference.AB requires the council to reconsider the circumstances of the state of emergency every 30 days following the adoption of the law and make specific findings that either of the following cases exists:

1. The state of emergency continues to directly impact the ability of the members to meet in person safely; or

2. State or local officials continue to impose or recommend measures to promote social distancing.

FINANCIAL IMPACT
There is little to no fiscal impact by this action. City staff is already utilizing many of the procedures for teleconferencing in recent council meetings and other meetings of the legislative bodies.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
None.

ALTERNATIVE ACTION
The council may choose not to reauthorize these procedures, in which case they would no longer be able to teleconference into council meetings without meeting the notice requirements for teleconferencing that existed before the State of Emergency. Public comment via remote access would also be curtailed at council meetings.

STAFF CONTACT
Karen Rees, City Clerk
(707) 4287767
[email protected]
COORDINATED WITH
City Attorney's Office
ATTACHMENTS:

Description
Proposed Resolution
REVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 1/24/2023 4:36 PM
Packet Page 17 of 846

CITY OF FAIRFIELD

RESOLUTION NO. 2023-09

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD RECONSIDERING AND

AUTHORIZING PUBLIC MEETINGS TO BE HELD VIA TELECONFERENCING PURSUANT TO GOVERNMENT CODE SECTION 54953(E) AND MAKING FINDINGS AND DETERMINATIONS

REGARDING THE SAME

WHEREAS, the Fairfield City Council (the City Council) is committed to public access and participation in its meetings while balancing the need to conduct public meetings in a manner that reduces the likelihood of exposure to COVID-19; and

WHEREAS, all meetings of the City Council are open and public, as required by the Ralph M.

Brown Act (Cal. Gov. Code 54950 – 54963), so that any member of the public may attend, participate, and watch the City Council conduct its business; and

WHEREAS, pursuant to Assembly Bill 361, signed by Governor Newsom and effective on September 16, 2021, legislative bodies of local agencies may hold public meetings via teleconferencing pursuant to Government Code Section 54953(e), without complying with the requirements of Government Code Section 54953(b)(3), if the legislative body complies with certain enumerated requirements in any of the following circumstances:

1. The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing.

2. The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.

3. The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees ; and

WHEREAS, pursuant to Government Code Section 54953(e)(3), the City Council must reconsider the circumstances of the state of emergency and make specific finding every 30 d ays after enacting the provisions of Government Code Section 54953(e) by making the following findings:

1. The City Council has reconsidered the circumstances of the state of emergency; and

2. Either of the following circumstances exists:

A. The state of emergency continues to directly impact the ability of the members to safely meet in person; or
B. State or local officials continue to impose or recommend measures to promote social distancing; and
Packet Page 18 of 846Attachment 1 Page 1 of 3

RES. NO. 2023-09

Page 2 ends

WHEREAS, on March 4, 2020, Governor Newsom declared a State of Emergency pursuant to Section 8625 of the California Emergency Services Act in response to the COVID-19 pandemic (the Emergency); and

WHEREAS, the Centers for Disease Control and Prevention (CDC) continue to advise that COVID- 19 spreads more easily indoors than outdoors and that people are more likely to be exposed to COVID-19 when they are closer than 6 feet apart from others for longer periods of time; and

WHEREAS, the California Department of Public Health (CDPH) and the CDC caution that the Delta variant of COVID-19, currently the dominant strain of COVID-19 in the country, is more transmissible than prior variants of the virus, may cause more severe illness, and that even fully vaccinated individuals can spread the virus to others resulting in rapid and alarming rates of COVID-19 cases and hospitalizations; and

WHEREAS, the CDC has established a “Community Transmission” metric with 4 tiers designed to reflect a community’s COVID-19 case rate and percent positivity; and

WHEREAS, Solano County currently has a Community Transmission metric of “high” which is the most serious of the tiers; and

WHEREAS, due to the ongoing COVID-19 pandemic and the need to promote social distancing to reduce the likelihood of exposure to COVID-19, the City Council intends to hold public meetings via teleconferencing pursuant to Government Code Section 54953(e); and

WHEREAS, on October 5, 2021, the City Council adopted the provisions of Government Code Section 54953(e) for the first time by resolution and majority vote.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

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

Section 2. The City Council hereby determines that, as a result of the Emergency, meeting in person presents imminent risks to the health or safety of attendees.

Section 3. The City Council shall conduct its meetings pursuant to Government Code section 54953(e) and authorizes its boards and commissions to do likewise.

Section 4. The City Council has reconsidered the circumstances of the state of emergency.

Packet Page 19 of 846Attachment 1 Page 2 of 3

RES. NO. 2023-09

Page 3 ends

Section 5. The state of emergency continues to directly impact the ability of the City Council members to meet safely in person.

Section 6. State or local officials continue to impose or recommend measures to promote social distancing.

Section 7. Staff is hereby authorized and directed to continue to take all actions necessary to carry out the intent and purpose of this resolution including, conducting open and public meetings in accordance with Government Code section 54953(e) and other applicable provisi ons of the Brown Act.

Section 8. This resolution shall take effect immediately upon its adoption and must be reconsidered within 30 days to stay in effect.

PASSED AND ADOPTED this 7th day of February, 2023, by the following vote:

AYES: COUNCILMEMBERS: MOY / BERTANI / CARR /PANDURO / TONNESEN/ VACCARO / WILLIAMS

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR

ATTEST:

____________________________

CITY CLERK

Packet Page 20 of 846Attachment 1 Page 3 of 3

Agenda Item No: 6.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution 202310 of the City Council of the City of Fairfield Authorizing the City Manager to Execute an Agreement for Severance Between the City of Fairfield and Daniel Marshall
RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
After the retirement of Deanna Cantrell, the City Manager promoted Police Captain Daniel Marshall to the position of permanent Chief of Police. While the appointment of the Chief of Police is made by the City Manager pursuant to Section 2.10(e) of the Fairfield Municipal Code, the City Council must authorize the payment of severance to a department head.

DISCUSSION
Police to have severance agreements for a limited period of time. Each of the previous three Fairfield Chiefs of Police had severance agreements with the City. The proposed severance package has a three year term and provides for the payment of six months of salary as severance, if certain conditions are met. The Agreement does not provide severance if the Chief is terminated under various forcause conditions including the arrest or filing of criminal charges, intentional violations of city codes or policies, and other unlawful harassment, discrimination, or retaliation by the Chief.

FINANCIAL IMPACT
The financial impact of the Agreement depends on the circumstances of any separation of the Chief. In no case will the cost of the Agreement exceed half of the annual salary and medical benefits of the Chief of Police as published annually on the City of Fairfield’s Human Resources webpage.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
Packet Page 21 of 846

Agenda Item No: 6.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City Manager SUBJECT:Resolution 202310 of the City Council of the City of Fairfield Authorizing the CityManager to Execute an Agreement for Severance Between the City of Fairfield andDaniel MarshallRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEAfter the retirement of Deanna Cantrell, the City Manager promoted Police Captain Daniel Marshall tothe position of permanent Chief of Police. While the appointment of the Chief of Police is made by theCity Manager pursuant to Section 2.10(e) of the Fairfield Municipal Code, the City Council mustauthorize the payment of severance to a department head.DISCUSSIONPolice to have severance agreements for a limited period of time. Each of the previous three FairfieldChiefs of Police had severance agreements with the City. The proposed severance package has athree year term and provides for the payment of six months of salary as severance, if certain conditionsare met. The Agreement does not provide severance if the Chief is terminated under various forcauseconditions including the arrest or filing of criminal charges, intentional violations of city codes orpolicies, and other unlawful harassment, discrimination, or retaliation by the Chief.FINANCIAL IMPACTThe financial impact of the Agreement depends on the circumstances of any separation of the Chief. Inno case will the cost of the Agreement exceed half of the annual salary and medical benefits of the Chiefof Police as published annually on the City of Fairfield’s Human Resources webpage.PUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONN/A ALTERNATIVE ACTION
City Council may choose not to approve the agreement.

STAFF CONTACT
David Gassaway, City Manager
(707) 4287400
[email protected]
COORDINATED WITH
City Attorney's Office, Human Resources Department
ATTACHMENTS:

Description
Proposed Resolution
Proposed Agreement
REVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 1/24/2023 5:18 PM
Packet Page 22 of 846

CITY OF FAIRFIELD

RESOLUTION NO. 2023-10

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD AUTHORIZING THE CITY

MANAGER TO EXECUTE AN AGREEMENT FOR SEVERANCE BETWEEN THE CITY OF FAIRFIELD

AND DANIEL MARSHALL

WHEREAS, the position of Chief of Police is vital to the safety and security of the City of Fairfield; and

WHEREAS, the city manager has appointed Daniel Marshall to the position of Chief of Police , given Marshall’s experience as a Police Captain in Fairfield ; and

WHEREAS, Marshalls’ acceptance of the position was contingent upon receiving an Agreement for Severance as is customary for Chiefs of Police in California.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The City Council authorizes the city manager to execute an Agreement for Severance between the City of Fairfield and Daniel Marshall, as referenced in the attachment to this resolution.

PASSED AND ADOPTED this 7th day of February, 2023, by the following vote:

AYES: MEMBERS: MOY / BERTANI / CARR / PANDURO / TONNESEN / VACCARO / WILLIAMS

NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

_________
MAYOR

ATTEST:

____________________________

CITY CLERK
Packet Page 23 of 846Attachment 1 Page 1 of 1

Packet Page 24 of 846Attachment 2 Page 1 of 3

Packet Page 25 of 846Attachment 2 Page 2 of 3

Packet Page 26 of 846Attachment 2 Page 3 of 3

Agenda Item No: 7.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution 202311 of the City Council of the City of Fairfield Approving the Disposition and Development Agreement Between the City of Fairfield and Scannell Properties RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield (City) and Scannell Properties #684, LLC. (Scannell) would like to enter into the proposed Disposition and Development Agreement (DDA) for the sale of the City’s parcel located on Red Top Road, more commonly known as APNs 0180010190 (Property).

DISCUSSION
The City declared the Property surplus on October 20, 2020, and has complied with all State Department of Housing and Community Development requirements to proceed with the sale of the Property.

On June 7, 2021, the City released a Request for Proposals (RFP) for the Property. The City received several responses, and entered into negotiations with one of the submitters. However, an agreement was not able to be reached.

In June 2022, the City reached out to Scannell, who had also responded to the original RFP, to let them know the Property was still available. Scannell expressed that they were still interested in purchasing the property.

The City would like to sell the Property to Scannell for the proposed purchase price of $2,947,000, which equals the appraised value. The DDA states the abovementioned terms as well as others by which the City is willing to sell the Property to Scannell.

The proposed resolution approves the DDA and authorizes the city manager to execute all documents necessary for the sale of the Property.

Packet Page 27 of 846

Agenda Item No: 7.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution 202311 of the City Council of the City of Fairfield Approving the Dispositionand Development Agreement Between the City of Fairfield and Scannell PropertiesRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEThe City of Fairfield (City) and Scannell Properties #684, LLC. (Scannell) would like to enter into theproposed Disposition and Development Agreement (DDA) for the sale of the City’s parcel located onRed Top Road, more commonly known as APNs 0180010190 (Property).DISCUSSIONThe City declared the Property surplus on October 20, 2020, and has complied with all StateDepartment of Housing and Community Development requirements to proceed with the sale of theProperty.On June 7, 2021, the City released a Request for Proposals (RFP) for the Property. The City receivedseveral responses, and entered into negotiations with one of the submitters. However, an agreementwas not able to be reached. In June 2022, the City reached out to Scannell, who had also responded to the original RFP, to let themknow the Property was still available. Scannell expressed that they were still interested in purchasingthe property. The City would like to sell the Property to Scannell for the proposed purchase price of $2,947,000,which equals the appraised value. The DDA states the abovementioned terms as well as others bywhich the City is willing to sell the Property to Scannell.The proposed resolution approves the DDA and authorizes the city manager to execute all documents necessary for the sale of the Property.

FINANCIAL IMPACT
The City will receive the purchase price of $2,947,000. These funds will be deposited into the Other Miscellaneous Revenue for Corp Yard Electrification Fund (Fund 451, Division and Responsibility Code 605997315).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
The City Council may decide not to approve the DDA, but the property would go back out onto the open market for other potential buyers.

STAFF CONTACT
Dwayne Dalman, Economic Development Division Manager
(707) 4287649
[email protected]
COORDINATED WITH
City Attorney's Office
ATTACHMENTS:

Description
Attachment 1: Proposed Resolution
Attachment 2: Disposition and Development Agreement
REVIEWERS:

Reviewer Action Date
Dalman, Dwayne Approved 1/18/2023 5:24 PM
Feinstein, David Approved 1/18/2023 9:05 PM
Beavers, Esther Approved 1/19/2023 11:25 AM
Beavers, Esther Approved 1/19/2023 11:30 AM
Packet Page 28 of 846

CITY OF FAIRFIELD

RESOLUTION NO. 2023-11

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD APPROVING THE DISPOSITION

AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF FAIRFIELD AND SCANNELL

PROPERTIES

WHEREAS, the City of Fairfield is the owner of the property located on Red Top Road, more commonly known as APN 0180-010-190 (Property); and
WHEREAS, the City declared the Property surplus on October 20, 2020, and has complied with all State Department of Housing and Community Development requirements to proceed with the sale of the Property; and

WHEREAS, Scannell Properties #684, LLC (Scannell) wishes to purchase the Property to develop a light industrial warehouse for lease; and
WHEREAS, the City wishes to sell the Property to Scannell; and WHEREAS, Scannell wishes to pay the appraised value of $2,947,000 for the Property, which will be deposited into the Other Miscellaneous Revenue for Corp Yard Electrification Fund account.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The City Council hereby approves the Disposition and Development Agreement (DDA), a copy of which is attached hereto, with such non -substantive changes as may be approved by the city manager.

Section 2. The city manager is hereby authorized to execute the DDA and all documents required or contemplated by the DDA on behalf of the City and to give all consents and approvals contemplated thereby on behalf of the City.

Section 3. The city manager is further authorized to do all things necessary and proper to implement this resolution.

Packet Page 29 of 846Attachment 1 Page 1 of 2

RES. NO. 2023-11

Page 2 ends

PASSED AND ADOPTED this 7th day of February, 2023, by the following vote:

AYES: COUNCILMEMBERS: BERTANI / CARR/ MOY / PANDURO / TONNESEN / VACCARO / WILLIAMS

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR

ATTEST:

____________________________

CITY CLERK
Packet Page 30 of 846Attachment 1 Page 2 of 2

DISPOSITION AND IIEVELOPMENT ACREEMENTby and bstween theCITY OF FAIRFIELD,a munioipal corporation("CitY")andSCANNELL PROPERTIES #684, LLC,a Dslawarc limitcd liabllity company("Dovelopcr")Packet Page 31 of 846Attachment 2 Page 1 of 53

TABLE OF CONTENTSEssel.l Definitions. """"""' lPURCHASE AND SALE OF THE PROPERTY; PURCHASE PRICE;DEPOSIT32.1 Purohase and Sale; Purchase Price; Deposit ..""""""""'32.32.2 Opening and Closing of Escrow..42.3 Condition of Title; Title Insurance....)2,4 Background tnformation """""'62.5 City Conditions to Close of Escrow.......62.6 Developer Conditions to Close of Escrow2,7 Costs; Escrow Holder Settlement Statement2,8 Condition of the Property..............2.g Deposits into Escrow by City .......""""""' l I782.10 Deposits into Escrow by Developer.......2.1I Authorization to Record Documents and Disburse Funds......2,12 Escrow's Closing Actions...............DEVELOPMENT COVENANTS............. .......'.... 123.1 Development of the Project .....""""""""" 123.2 City's Right to Review Plans and Specifrcations .............. .."""""" 123.3 Project Budget....... """"""""" 133.4 ConstructionContract3.5 Costs of Entitlement, Development and Construction................."""""""""""' 143.6 Rights of Access and Inspection............. """"""""""" 143,7 Local, State and Federal Laws...'..... """"" 143.8 City and Other Governmental City Permits and Approvals...............................14llllt2-t-Packet Page 32 of 846Attachment 2 Page 2 of 53

TABLE OF CONTENTS (cont.)Pnee3.9 No Discrimination During Construction................. """ 143.10 Taxes, Assessments, Encumbrances and Liens......... ............""""" 143.1 I No Agency Created...... """""' 143,12 Certificate of Completion ............. """"""' 14LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS ............................ I54.1 Restriction on Transfer of Developer's Rights and Obligations.........................154.2 Holders of Deeds of Trust......l54,3 Right of City to Curc.... """""' 154.4 Right of City to Satisfr Other Liens..165. DEFAULT, REMEDIES AND TERMINATIONl645,2 Remedies...5.3 Attorneys' Fees and lndemnification Damages............... ..""""""" 195.4 No Personal Liability...5.5 Rights and Remedies are Cumulative """" 195.6 Inaction Not a Waiver of Default.......l95.8 Rights of Lenders Regarding Permitted Security lnstruments206. INSURANCE;INDEMNlTY.....'......235.1 Defhults """""""" 166.1 Insurance... """""'236.2 Indemnity24REPRESENTATIONS AND WARRANTIES.. ,,..,,.,...,,,.,,,,,,,.247,1 Developer Representations ........... """"""'247.2 City Representations7-ll-25Packet Page 33 of 846Attachment 2 Page 3 of 53

TABLE OF CONTENTS (cont.)Erse8. GENERAL PROVISIONS26268.1 Notices278.3 Interpretation278.4 Time of the Essence......278.5 Wananty Against Payment of Consideration for Agreement. """"'278.6 Attorneys'Fees...........8.7 Entire Agreement. ,,,,,,""""""'278.8 Severability8.9 No Third Party Beneficiaries.........288.10 Governing Law; Jurisdiction; Service of Process.. """'288.1I Survival8.14 Electronic Delivery """"""""'288.15 Marketing.g, Casualty/Condemnation ...."""""""""28282828EXHIBIT "A''EXHIBIT ..B''EXHIBIT "C"EXHIBIT "D''EXHIBIT "E''EXHIBIT "F"TABLE OF EXHIBITSLECAL DESCRIPTION OF PROPERTYFORM OF GMNT DEEDSCHEDULE OF PERFORMANCESCOPE OF DEVELOPMENTFORM OF CERTIFICATE OF COMPLETIONFORM OF COMPLETION GUARANTY-ilt-Packet Page 34 of 846Attachment 2 Page 4 of 53

as ofCITY OF FAIRFIELD,DISPOSITION AND DEVELOPMENT AGREEMENTTHIS DtSposlTIoN AND DEVELOPMENT AGREEMENT (he "Agreement") is dated202_(the ,,Effective Datc") and is entered into by and between thea nrunicipal corporation (the "City"), and SCANNELL PROPERTIES#684, LLC, a Delaware limited liability company (the o'Developer").RECITALSA. City owns the0180-010-190 as described onand the improvements (if any) thereon (the "Property").B. Developer desires to acquire the Property from the City for the purpose ofdeveloping a light industrial development on the Property (the "Project").AGREEMENTNOW, THEREFORE, in consideration of the above recitals and of the mutual covenantscontained in this Agreement, the parties hereto agree as follows:I. DEFINITIONS.l.l Definitions. The following capitalized terms used in this Agreement shallhave the meanings set forth below:l.l.l .,Agreement" means this Disposition and DevelopmentAgreement.1.1.2 "Approved Titlc Exceptions" is defined in Section 2.3.1 .1.1.3 ,,Building Permlt" means, collectively, any and all permitsnecessary to grade the Property and construct the Project that would be issued by the City.1.1.4 "Certilicatc of Completion" means the certificate described inSection 3.12.1.1.5 "Close of Escrow" is defined in Section 2.2.I .l .6 "Construction Contract" is defined in Section 3.4.1.1.7 "Default" is defined in Section 5.1.I .l .8 "Deposit" is defined in Section 2.1 .3.1.1.9 "Disapproved Titlc Exceptions" is defined in Section 2.3.1.l. I .10 "Escrow" is defined in Section 2.2.land located on Red Top Road, moreExhibit "A" attached hereto and incocommonly known as APNrporated herein by reference-t-Packet Page 35 of 846Attachment 2 Page 5 of 53

l.l.l I ,,Escrow Holder" means First American Titlc InsuranceCompany, NationalCommercial Services, 30 North LaSalle Street, Chicago, lllinois, Attn: SteveZetlinger, (312) 917 -7257, Email: [email protected] "FIRPTA Aflidavit" is defined in Section 2.9.1.3.I .1.13 "Forcc Majeure Delay" is defined in Section 5.7.I . L I 4 "Genertl Contractor" is defined in Section 3.4.l.l .15 "Grtnt Deed" is defined in Section 2.1 .2.Ll.l6 .,Hazardous Mrterials" means any chemical, material orsubstance now or hereafter defined as or included in the definition of hazardous substances,hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous wastc,toxio substances, pollutant or contaminant, imminently hazardous chemioal substance or mixture,hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federallaw or under ihe regulations adopted or publications promulgated pursuant thereto applicable tothc property, including, without limitation: the Comprehensivc Environmental Response,Compensation and t iability Act of 1980,42 U.S.C.9601, et seq. ("CERCLA"); the l-lazardousMateiials Transportation Act, as amended,4g U.S.C. 1801, et seq.; the Federal Water PollutionControl Act, as amended,33 U.S.C. 1251, et seq.; and the Resource Conservation and RecoveryAct of lg76i,,42 U.S.C. 6901, et seq. ("RCRA") The term Hazardous Materials shall also includeany of the following: any and all toxic or hazardous substanoes, materials or wastes listed in theUnitea States Oepartment of Transportation Table (49 CFR l72.l0l) or by the Environmentalprotection City ashazardous substances (40 CFR. Part 302) and in any and all amendments theretoin effect as of the Close of Escrow Date; oil, petroleum, pctroleum products (including, withoutlimitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefred natural gasor syntheiic gas usable for fuet, not otherwise designated as a hazardous substance underCniCf.n; an! substance which is toxic, explosive, corrosive, reactive, flammable, infectious orradioactive (including any source, special nuclear or by product material as defined at 42 U.S.C.2011, et seq.;, carcinig.nic, mutaginic, or otherwise hazardous and is or becomes regulated byany governtn.ntul au-thority; asbestos in any form; urea formaldehyde foam insulation;transformers or other equipment which contain dielectric fluid containing levels of polychlorinatedbyphenyls; radon gas; o, uny other chemical, material or substance (i) which poses a hazard to thepioperty, io adjacent properties, or to persons on or about the Property, (ii) which causes theRroperty to be in violation of any of the aforementioned laws or regulations, or (iii) the presenceof which on or in the Property requires investigation, reporting or remediation under any such lawsor regulations.l.l.l7 "Holder" is defined in Section 4.2.l.l.l8 "Improvemenh" means all buildings, landscaping,infrastructure, utilities, and other improvements to be built on the Property, together with anyoffsite improvements associated therewith, all as described in the Scope of Development.l.l.l9 "Lender'o means the holderof any Permitted Security Instrumentand such holder's successors and assigns.-)-Packet Page 36 of 846Attachment 2 Page 6 of 53

I .l .20 .,Plrty" means any party to this Agreement, and "Parties" meansall parties to this Agreement.l.l.2l "Pcrmitted Exccptions" is defined in Section 2.3.2.1.1.22 ,,Permitted Securlty Instrument" means any securityinstrument (a) that encumbers only the Project; (b) that is held by a Holder, and (c) only securesthe repayment of money used to pay or reimburse the Total Project Costs.I .l .23 .,Plans and specifrcations" means all drawings, landscaping andgrading plans, cngineering drawings, final construction drawings, and any other plans orspecifications for construction of the Project.1.1,24 "Proiect" means the Property and lmprovements.1.1.25 "Project Budget" is defined in Section 3'3.1.1,26 "PropertS/" means the land described on Exhibit "A".1.1.27 "Purchasc Price" is defined in Scction 2.1 .2.l.l .28 "Relersed Plrties" is defined in Section 2.8.3.l.l.Zg "schedule of Performance" means the schedule attachcd heretoas $!j!|!p and incorporated herein by reference.t.1.30 "scope of Dcvelopment" means thc description attached heretoas EI!!ffI and incorporated herein by reference.l.l.3l .,Titte complny" shall mean the Escrow Holder (i.e., the TitleCompany and the Esuow Llolder are the same).1.1.32 ,,Totnl Project Costs" means all hard and soft costs of theconstruction of thc Projeot, as set forth in the Project Budget.I .l .33 "Transfcr" is defined in Section 4.1 .1 .1 .34 "Withholding Aflidavit" is defined in Section 2.9.!*2.2. pURCHASE EUP SALE OF THE PROPERTY: PURCHASE PRICE: DEPOSIT.2.1 Purchase and Sale: Purohase Price: Deposit.2.1.1 Purchase and Sale. In accordance with and subject to the termsand conditions hereinafter set forth, the City agrees to sell the Property and Developer agrees tocause the Property to be purchased from the City.2.1.2 Purchase Price. The purchase price for the Property to be paid byDeveloper (the "Purchase Price") shall be the greater of (i) TWO MILLION NINE HUNDRED-3-Packet Page 37 of 846Attachment 2 Page 7 of 53

FORTY-SEVEN DOLLARS AND NO CENTS ($2,947,000.00) or (ii) fair market value of theProperty based on an appraisal (or appraisal update) obtained by City from a reputable MAIappraiser of the City's choicc and at Developer's cost that is dated no earlier than six (6) monthspiior to the Close oiEscrow. Subject to the provisions of Sections 2.1.3 and2.2 pertaining to thebutsidc Closing Date (as defined therein), the Close of Escrow shall not occur until such time asthe Closing Conditions, described in Seotion 2.5 and Section 2.6 hercof;, have been satisfied (orwaived in writing by the applicable party benefitted thereby). At the Close of Escrow, the Cityshall convey titlJto the Property to the Developer by grant deed in thc form attached hereto andincorporatedhereinbyreferenccas@,(thc..GrantDeed'').2.1.3 Deposit. within five (5) busincss days after the date thisAgreement is executed by the City and delivered to Developer, thc Developer shall deposit thesum of Two Hundred Thousand and No/100 Dollars ($200,000.00), with Escrow Holder (the.,Deposit"). The Deposit shall be held by Escrow Holder in a non-interest bearing account. Uponthe blose of Escrow, the Deposit shall be credited against and applied to the Purchase Price.Notwithstanding anything to thc contrary contained herein, if Developer does not timely terminatethis Agreement puriuant to an express termination right herein and thereafter the Close of Escrowdoes not occur on or prior to the Outside Closing Date due to either (i) a Default by Developer, or(ii) any circumstance other than the occurrence and continuation of a Default by the City, thebrporit shall bc promptly delivered by Escrow Holder to the City as liquidated-damages. If thisAgreement is terminatbd by Developer pursuant to its tcrms prior to the Close of Escrow, then theD-posit shall be returned to Developer. DEVELOPER AND CITY AGREE THAT BASEDUPbN THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN' IT WOULDBE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH CITY'S DAMAGES BYREASON OF A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW OR THEFAILURE OF THE CLOSE OF ESCROW TO OCCUR ON OR PRIOR TO THE OUTSIDECLOSING DATE. ACCORDINGLY, DEVELOPER AND CITY AGREE TI-IA1' IN THEEVENT OF'A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW, OR THEFAILURE OF THE CLOSE OF ESCROW TO OCCUR ON OR PRIOR TO THE OUTSIDECLOSINC DATE, CITY SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATEDDAMAGES.Developer Initials:M,?.City Initials:Z.Z Opening and Closing of Escrow. Within five (5) business days after theDate this Agreement iJ executed by thc City and delivered to Developer, the City and theDeveloper shlall cause an escrow (the "Escrow") to be opened with Escrow Holder for the sale ofthe Property by the City to Developer. The Parties shall deposil with Escrow Holder a fullyexecuted duplicate original of this Agreement as the escrow instructions for the Escrow' The Cityand Develoier shalt provide such additional instructions as shall be necessary and consistent withthis Agreement. Provided that each of the conditions to the closing described in Sggtion 2.5 andSection 2.6 have been satisfied, Escrow shall close (the "Close of Escrow") within thirty (30) daysan., ttr. t*er of (i) expiration of the Due Diligence Period (as defined in Section 2.8.2 below) and(ii) receipt of all Entiilements (as defined in Section 2.6.7 below). Notwithstanding anything tothe contrary contained herein, the Close of Escrow shall, in any event, occur on or prior to the datethat is thrie hundred and sixty'five (365) calendar days fbllowing the Eflective Date of thisAgreement (the "Outslde Closing Datc"), and if the Close of Escrow does not occur by such date,-4-Packet Page 38 of 846Attachment 2 Page 8 of 53

subject to the provisions of Section 2.1.3, all the funds and documents deposited with EscrowHoider shall be promptly refunded or returncd, as the case may be, by Escrow Agent to thedepositing party; except that all escrow and title cancellation fees shall be split between theDevcloper and the City.2.3 Condition of Titlc: Title lnsurance.2.3.1 Titlc Exceotions: Survey. As soon as reasonably practicable afterthe Effective Date, Developer shall obtain a preliminary title report for the Property (the "PTR")from the Titlc Company and shall deliver it (or cause it to be delivered) to the City which shallinclude hyperlinks to topies of the title exception documents. Upon the execution of thisAgreement, Developer may cause an ALTA survey (the "Survey") to be performe-d within thirty(3b) days of receipt by Developer of thc PTR and shall promptly deliver a copy o.f the Survcy tothe'Citi. Developcr ihall have thirty (30) days after reccipt of both the PTR and the Survey, ifany, to revie* ani approve or disapprove any matters set forth therein and notifr City in writingof any such matters to which Developer objects (an "Objection Noticc"). City shall have ten (10)business days after receipt of Developer's Objeotion Notice to notifr Developer in writing thatCity will: (a) removc one or more of the applicable exception(s) or oause them to be removed bythe end of the Due Diligence Period or reasonably insured over by the Title Company; (b) declincto rcmove exceptions (or to cause them to be reasonably insured). Failure by City to so notifyDeveloper shall be deemed to be City's election not to remove or otherwise address the applicabletitle exception(s). lf City notifies Developcr that City will remove (or cause to be removed) oneor more of such title exceptions, then City shall do so on or bcfore the Close of Escrow (unlessthis Agreement is terminated by Developer under this Section or Section 2,8.2 below). If City failsto so notiff Developer as to any exception, or declines to remove or insure over titlc exceptions,then Deveioper may terminatc this Agreement by written notice to City on or beforc expiration ofthe Due Diligenoe -Period. If Developer fails to so terminate this Agreement, Developer shall bedeemed to have approved and accepted the applicable title exceptions (which, together with anytitle exceptions approved or created by Developer, are hereinafter referred to as the "ApprovedTitlc Exceptions;'). As used herein, the term "Dlsapprovcd Title Exceptions" shall mean anytitle exceptions that City has agreed to remove, cause to be removed or cause to be "insured over".2.3.2 At the Close of Escrow, the City shallconvey title to the Propertyby the Grant Deed. Title to the Property shall be conveyed subject to: (i) non-delinquent currentreal property taxes and assessments not yet due for the tax year during which the conveyanceo.rurr, iiil utt Approved Title Exceptions, (iii) that certain Covenants and Restrictions for RealProperty, dated May 4,2021and recorded as Document No. 202100052861 in the Official Recordsof Solano County, and (iv) the terms of this Agreement and any other covenants included in thcGrant Deed (collectively, thc "Permitted Exceptions").2.3.3 Notwithstanding the foregoing or anything contained herein to thccontrary, City shall be obligated to expend whatever sums are required to cure or "insure over" thebllowing ruttrrs prior to, or at, the Close of Escrow: (i) all mortgages, deeds of trust, securitydeeds, liens, or other security instruments encumbering the Property (which are not the result ofacts or omissions of Developer); (ii) judgments against City (which are not the result of acts oromissions of Developer) which have attached to and become a lien against the Property; (iii) allpast due ad valorem taxes and assessments ofany kind, which constitute a lien against the Property;-5-Packet Page 39 of 846Attachment 2 Page 9 of 53

and (iv) all past due (or currently due) assessments or fees of any kind rclated to any easement,declaration, covcnants, or similar encumbrance affecting the Property.2.4 Background Information. Within twenty (20) business days after theEffectivc Date, City shall, at City's reasonable expense, delivcr to Developer copies of thefollowing documents and/or information, to the extent that such documents and/or information arewithin City's custody and control, and delivery to Dcveloper is permitted by applicable law anddoes not aifect the waiver of any attorney/ctient privilege by City (collectively, the "BrckgroundInformation"): (i) copies of allcurrent or most recent available realcstate tax bills applicable toeach parcel of the Property; (ii) any utility bills pertaining to the Property; (iii) any plans orspeoifications pertaining to any improvements on the Property; (iv) any warranties and/or servicecbntracts pertaining to any improvements on the Property; (v) any existing surveys, geotechnicalreports, maps, or other ,rport. pertaining to the physical condition of the Property, including,without limitation, structural reports, maintenance reports, environmental reports, soils reports,wetlands delineation, and similar tests or inspection reports; (vi) any pcrmits or approvalspertaining to the Property; (vii) any environmental impact reports, zoning commitments,declarations, or similar development rcstrictions and/or approvals directly affecting the Property;(viii) any existing title insurance commitments or policies; (ix) any management, service, andmaintenance contr&cts, or any leases, rclating to the Property, inoluding any amendments thereto;(x) any unrecorded covenant, condition, and/or restriction that encumbers the Property; (xi) anyiegal notioe received by City in the last two (2) years which directly affects the Property; and (xii) alitigation list disclosing all actions, suits, and legal or administrative proceedings directly affectingthJProperty. Developer acknowledges that City has previously delivered certain materials toDeveloper as part of ihe City's RFP package, and such materials shall constitute Backgroundtnformition hereunder. The City makes no representation or warranty of any kind with respect tothe accuracy or completeness of any of the documents or information provided to Developer ashereinabovi described. City agrees that it shall make availablc for interview by telephone arepresentative of City with knowledge of the Property to answer questions that Developer'senvironmental consuliant may have concerning thc environmentalconditions of the Property. Allstatements made by such representative will be made to his/her actual knowledge on the date suchinformation is provided, is not a guaranty or warranty of any kind by such representativc or City,and is being piovided solely for purposes of Developer obtaining a Phase I environmental siteassessment. the inforrution provided by the representative is not a substitute for any inspectionsor tests, and Developer is solely responsible for obtaining its own indcpendent professionalinvestigations to detcrmine the condition of the Property.2.5 Cit), Conditions to Close of Escrow. The obligation of the City to closeEscrow shall be subject tothe satisfaction (or express written waiver by the City Manager) of eachof the following conditions, (collectively, the "City Conditions"):2.5.1 The City Manager shall have received the Project Budget andprovided any comments on the same to Developer as provided in Section 3.3 of this Agreement.2.5.2 The City shall have received evidence acceptable to the CityManager that the commercial general liability insurance required by Section 6.1 of this Agreementshall be in effect (in thc underitanding that the construction-related insurance required by Section-6-Packet Page 40 of 846Attachment 2 Page 10 of 53

6! of this Agreement shall be in effect, prior to the commencement of oonstruction on theProperty).2.5.3 The representations of the Developer contained in section 7.1 ofthis Agreement being true and correct in all material rcspects.2.5.4 Developer shall have performed, observed and complied with allcovenants, agreements and conditions rlquired by this Agreement to be performed, observed andcomplied with on its part prior to or as of the Close of Esorow.2.6 Developer Conditions to Close of Escrow. The obligations of the Developerto close Escrow shatt Ue s,rUiect to the satisfaction (or waiver by Developer) of the followingconditions, each of which miy be waived by Developer in its sole discretion (the o'DeveloperConditions"):2.6.1 There shall have been no change to the physical condition of theProperty and no new titte exceptions after the date of the PTR that, in either case, would materiallyand-adversely affect the development, use or operation of thc Project.2.6.2 City's removal (or Title company's reasonably insuring over) allDisapproved'f itle Exceptions.2.6.3 The representations of the City contained in Ss]lionZ,Z of thisAgreement being true and correct in all material respccts.2.6.4 The delivery by city of all documents and funds required to bedclivered pursuant to Section 2.9 hcreof.2,6.5 The Title Company shall have committed to issue at the Close ofEsorow an owner's title insurance policy, with any extended coverage and endorsements requestedby Developer, showing fee simple title to the Property vested in the Developcr, subject only to theplrmitted'Exceptions. Sole and actual possession of the Property shall be delivered to Developeron the Close olEscrow in the same condition as it is on the Effective Date, ordinary wear and tearexcepted and subject to Section 9, frce and clear of any rights or claims of any other party, exceptas may otherwise be provided herein.2.6.6 City shall have performed, observed and complied with allcovenants, agreements and conditions required by this Agreement to be performed, observed andcomplied with on its part prior to or as of the Close of Escrow.2.6.7 Developer shall have obtained all permits, variances, consents andapprovals from the City that are required for the Project, with any appeals periods applicablethereto having lapsed without an appeal being filed, and with any conditions applicable theretobeing satisfaciory to Developer in its solc discretion (collectively, the "Entitlements").-7-Packet Page 41 of 846Attachment 2 Page 11 of 53

2.7 Costs: Escrow Holder Settlement Statement.2.7.1 Developer shall be solely responsible for all costs and cxpensesrelated to the Survey, the costs of extended title insurance coverage and any title insuranceendorsements (other than those obtained by City to "insure-over" a title exception), and fiflypercent (50%') of the Escrow fees. City shall be responsible for the other fifty percent (50%) ofih. Errro* Fees, the costs of the standard Owner's policy of title insurance, documentary transfertaxes, and any endorsements obtained by City to "insure-over" title exceptions.2.7.2 Escrow Holder is authorized on the Close of Escrow to pay andchargc the Developer for any fees, charges and costs payable under this Section as set forth on thesettlement statements approved by the Farties. Before such payments are made, Esffow Holdershall notifi the City and Developer of the fees, charges, and oosts necessary to close under theEscrow, by delivering draft settlement statements to the Parties for their mutual approval.2.7.3 If Developer desires to effectuate a tax defened exchange, Cityshall cooperate in good faith therewith prwided it does not extend the Close of Escrow, or requireCity to make any representations or wananties, or incur any liabilities or costs.2.8 Condition of the Propertv.2.8.1 ..As-ls" Sale. Developer acknowledges and agrees that, except asexpressly set forth herein, Developer is acquiring the Property in its "AS ISo'condition, WITHALL FAULTS, IF ANY, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN' WITHOUTANy WARRANTY, EXPRESS OR IMPLIED and neither City nor any agents, representatives,oflicers, or employees of City have made any representations or warranties, direct or indirect, oralor written, .*preis or implied, to Developer or any agents, representatives,.or.employees ofDeveloperwitir respeot to the condition of the Property, its fitness for any particular purpose' orits compliance with any laws, and Developer is not aware of and does not rely upon any suchrepresentation to any oiher party. Except as expressly set forth herein, neither City nor any of itsrepresentatives is miking oi stratl be deemed to have made any express or implied representationor warranty, of any kindlr nature, as to (a) the physical, legal or financial status of the Property,(b) the property's compliance with applicable laws, (c) the accuracy or completeness of anyiniormation or data provided or to be provided by City, or (d) any other matter relating to theProperty.2.8.2 lnspections by Develooer: Due Diliqence Period. From and afterthe Effective Date of this Agreernent, Developer and its contractors and consultants who aredesignated in writing to Citt("Devcloper's Designces") shall have the right to enter onto thefropierty (without disturbing any ocoupants thereof) for the purpose of performing the Survey,hazardous materials inspJctions, soils inspections and other physical inspections andinvestigations; provided, however, that: (a) Developer shall deliver copies ofall inspection reportsto City; (b) no inspections or investigations shall damage the Property or any improvementsthereon or shall be "invasive" gg!9gg the City has received a plan describing the scope of theinspection or investigation and has approved such plan in writing, which approval shall not beunreasonably withheld, conditioned or delayed and which approval shall be deemed granted if theCity does not respond within five (5) business days of such request; (c) Developer shall-8-Packet Page 42 of 846Attachment 2 Page 12 of 53

immediately repair all damage caused by or relatcd to its inspections; and (d) neither Developernor any of Developer's Designees shall enter the Property unless Developer has provided City1..uronab6 written evidence (such as insurance certificates and/or copies of policies) that theactivities of Developer and the Developer's Designees are covered by reasonable liabilityinsurance naming City as an additional insured. Developer shalldefend, indemnify and hold Cityharmless from and against any and all claims, liabilities, losses, damages, costs and expenses(including, without limitation, attorncys' fees and cost) resulting from the entry onto.the Propertyior such purposes or for purposes of performing its investigations, but excluding punitive,consequentiaiand speculative damagcs, to the extent arising out of the acts or omissions; provided,however, that in no event shallthe foregoing indemnity apply to the discovery of any pre-existingcondition at the Property. Developer may terminate this Agreement for any or no rcason, inDeveloper's sole discretion, at any time on or prior to the date that is one hundred fifty (150)calendar days after the Effective Date of this Agreement (such period of time between the EffectiveDate and one hundred fifty (150) calendar days thereafter is referred to herein as the "DucDillgence Period") by providing written notice to City with a copy to the Title.Com-pany, in whichcase-this Agreement shall terminate, the Deposit shall be promptly returned to Developcr, andthereafter n.ith.r Party shall have any further rights or liability to the other, except as otherwiseexpressly provided in ttris Agreemint. If Developer does not terminate this Agreement inaccordance with the foregoingientence, then the Deposit shall be nonrefundable to Developer inall events except a City Dcfautt hereunder, but shall remain in Escrow and bc applicable againstthe Purchase Price in the event of Close of Escrow hereunder.2.8.3 Releases and Waivers. Developer acknowledges and agrees thatin the event Developer does not approve of the condition of the Properly under $ection 2.8.2'Developer's sole rigirt and remedy shall bc to terminate this Agreement under_and.in accordancewith Section 2.8,2. Consequently, Developer hereby waives any and all objections to orcorplaints ,.gurding the Property and its condition, including, but not limited to, federal, state orcommon law based actions and any private right of action under state and federal law to which theproperty is or may be subject, inciuding, but not limited to, CERCLA (as defined in Sectiont.t-t_Ol, RCRA 1as deRneA in Section l.l.l6), physical characteristics and existing conditions,i*tuAing, without limitation, structural and geologic conditions, subsurface soil and waterconditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to orotherwise affecting the Property. Developer further hereby assumes the risk of changes inapplicable laws and regulations relating to past, present and future cnvironmental conditions onthe Property and the riik that adversc physical characteristics and conditions, including, withoutlimitatibn, ih. pt.r*n.. of Hazardous Materials or other contaminants, may not have becn revealedby its investigations.Developer and anyone claiming by, through or under Developer also herebywaives its right to recover from and fully and inevocably releases City and its council members,board members, employees, officers, directors, representatives, agents, servants, attorneys'successors and assigni ("heleased Parties") from any and allclaims, responsibility and/or liabilitythat it may now have or hereafter acquire against any of the Rcleased Parties for any costs, loss,liability, damage, expenses, dcmand, action or cause of action arising from or related to (i) thecondition (including any defects, errors, omissions or other conditions, latent or otherwise, and thepresence in the soil, aii, structures and surface and subsurface waters of materials or substancesihat huu. been or may in the future be determined to be Hazardous Materials or otherwise toxic,-9-Packet Page 43 of 846Attachment 2 Page 13 of 53

hazardous, undesirable or subject to regulation and that may nccd to be specially lrcatcd, handlcdand/or rsmovod ftom ths Pmporty undor curront or future fcdoral, stats and local laws regulationsor guidolinos), valuatlon, salabillty or utility of tho Property, or its suitability for rny purposewhatroevcr, and (ii) any lnformation furnished by the Releascd Partics under or in conncction withthis Agrcemcnt. This rslsase includes claims of which Dcvclopcr is prosently unawaro or whichDevolopor does not presently suspoot to exist which, lf known by Dcvcloper, would matcriallyaffect Developet'8 relcasc to Clty. Developcr specifically waives thc provision of California CivilCodo Section 1542, which providos as follows:"A CEMRAL RELEASE DOES NOT EXTEND TO CLAIMSTHA THE CRIiDITOR OR RELEASING PARTY DOES NOTKNOW OR SUSPECT T'O EXIST IN HIS OR HER FAVOR ATTHE TIME OF EXECUTINO THE RELEASE AND THAT IFKNOWN BY HIM OR HER, WOULD TTAVE MATERIALLYAFFECTED HIS OR HBR SETTLEMENT WITH THE DEBTOROR RBLEASED PARTY."ln this conneclion and to tho oxtcnt pormittcd by law, Dcvclopor heroby agroos,rcprosont$ and wanants that Devcloper rcalizes and acknowledges that factual mrtterc nowunknown lo it may have givcn or msy haroafter give riso to causes of aotion, olaims, domands,dobls, controversies, damagcs, coats, losses and expenres which are presently unknown,unanticipated and unsuspcctcd, and Devcloper furthor 8grcos, reprreonts and wanants that thcwaivcrs and roleasss heroin have beon nogotiatcd and agrecd upon ln light ofthat reallzatlon andthat thvelopcr nevertholcss hcreby intends to releaao, dischargo and acquit Roleasad Parties fromany such unknown causos of action, olaims, domandu, debts, controvorsios, dumages, coots, lossesand expenses which might in any way be included as a material portion of the consideration givento City by Dcvclopor in cxchango for City's porformancc hsrsundor.Dovclopor horcby ogroos thal, if at any timo aftcr the Close of F,ccrow any thirdporty or any govommontal agency scoks to hold Developer responsible for tho prescnc€ of, or anyloss, cost or damagc associatcd with, IJazardoug Matcrialc in, on, abovc or bencath tho Proportyor emanaling thereftom, then Developer waives any rights it may have against City in connectionthcrowlth, inoluding, without limitation, under CERCLA, and Devcloper agrcos that lt shsll not(i) lmplead the City, (ii) bring a contribution action or similar action against City, or (iii) attomptin any way to hold City rcsponsiblc with rcspect to any such matter. 1he provisions ofthis Scctiort2.8.3 shall survive thc Close of Escrow and the termination of this Agrecmcnt.City has givon Devclopor malerial concessions rcgarding this transaction lnexchange for Devoloper agreeing to the provislons of this $Cctlon 2.8.3. City and Dovolopor haveeaoh initialed this Section 2,8.3 to furthcr indicatc their awareness and acccptanoe of each andevery provision hereof.,v\ ?,City's Inltials Devetopcr's Initials2.t.4 Environmental Indcmnitv, From or after the Close of Escrow,Developcr shall indcmniff, protcct, dotbnd and hold harmlcss thc City, and ths City's ofliclals,-10-Packet Page 44 of 846Attachment 2 Page 14 of 53

officers, attorneys, employees, consultants, agents and representatives, from and against any andall claims, liabilities, suiis, losses, costs, expenses and damages, including but not limited toattorneys' fees and costs, arising directly or indirectly out of any activity by Developer or its agentsor contractors on or about the Property and with respect to any claim for loss or damage to anyproperty, including the Property, injuries to or death of persons, or for the cost oflcleaning up theb.ob.rt/ and removing l{azardous Materials or toxic substances, materials and waste therefrom,by ieason of contaminition or adverse effects on the environment, or by reason 9[ uny statutes,oidinun..r, orders, rules or regulations of any governmental entity or sgency requiring the clean-up of any Hazardous Materials caused by or resulting from any Hazardous Material, or toxicsubstances or waste existing on or under, any portion of the Property acquired by Developer. Theprovisions of this Section 2.8.4 shall survive the Close of Escrow.2.9 Deposits into Escrow bv CitY.2.g.1 'l'he city hereby covenants and agrees to deliver to Escrow Holderprior to the Close of Escrow the following instruments and documents, the delivery of each ofwhich shall be a condition of the Close of Escrow:2,g.l,l A Grant Deed duly executed and acknowledged by theCity, in the form attached hereto as EIUffE.2.9.1.2 If required by Escrow Holder, the affidavit ascontemplated by California Revenue and Taxation Code 590 ('Wlthholding Allidavit");2.9.1.3 If required by Escrow Holder, a Certification of NonForeign Status in accordance with I.R.C. Section 1445 (the "FIRPTA Certificate");2.9.1.4 Such proof of the City's authority and authorization toenter into this transaction as the Title Company may reasonably require in order to issueDeveloper's policy of title insurance.2.10 Deposits into Escrow bv Developer.2. l0.l The Developer hereby covenants and agrees to deliver to EscrowHolder prior to the Close of Esorow the fotlowing instruments and documents duly executed andacknowiedged where appropriate, the delivery of each of which shall be a condition of the Closeof Escrow:2.10.1.1 The Purchase Price less the Deposit plus Buyer's shareof closing and title insurance costs.2.ll Authorization to Record Documents and Disburse Funds. Escrow Holderis hereby authorized to record the documents and disburse the funds and documents called forhereunder upon the Close of Escrow, provided each of the following conditions has then beenfulfilled:(i) The Title Company can issue in favor of Developer an owner'sPolicy of Titte Insurance, with liability equal to the Purchase Price (or such lesser amount-t l-Packet Page 45 of 846Attachment 2 Page 15 of 53

as shall have been requested by Developcr), showing the Property vested in the Developersubject only to the Permitted Title Exceptions.(ii) The City and the Developer shall have deposited in Escrow thedocuments and'funds required pursuant to Sections 2.9 and 2.10, and Developer shall havedeposited in Escrow the Purchase Price.(iii) The City and Developer have confirmed to Escrow Holder that allCity Conditioni and Developer Conditions have been satisfied or expressly waived inwriting by the Party benefited thereby.Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close ofEscrow any instrument delivered through this Escrow if necessary or proper for issuance ofDeveloper's title insurance policy.Z;Z Escrow's Closing Actions. On the Close of Escrow, Escrow Holder shall:2.12.1 Record the Grant Deed, in thc Official Records of Solano County;2.12.2 lssue the Title Policy (or cause the Title Company to issue theTitle Policy);2.12,3 Prorate assessments and other charges (but not property taxes) asof the Close of Escrow in accordance with the settlement statements approved by the Parties andpay the costs shown thereon;2.12.4 From funds deposited by Developer' pay costs payable byDeveloper as shown on the approvcd preliminary settlement statement approved by City andDeveloper settlement statement, and return any excess to Developer;2.12.5 Prepare and deliver to both Developer and the City one signedcopy of Escrow Holder's final settlcment statement showing all receipts and disbursements of theEscrow; and2.12.6 If applicable, deliver the FIRPTA Certificate and the WithholdingAffidavit to Developer.3. DEVELOPMENT COVENANTS.3.1 Development of the Project, Developer shall develop the Project inaccordance with the Scope of Devetopment all requirements of any and all applicable federal, stateand local laws, rules and regulations (including any conditions of approval required by the City inits governmental capaoityl, ttre Plans and Specifications, and all other terms, conditions and,.qiir6rnts of this ngreement. Dcveloper shall comply with the Schedule of Performance in atimely manner, provided that the obligations of Developer set brth therein shall be delayed byForce Majeure l)elays, if applicable, ai more particularly set forth herein. Until a Certificate ofCompletion is applied for iursuant to Section 3.12 below, the Developer shall promptly provide-t2-Packet Page 46 of 846Attachment 2 Page 16 of 53

the City with written, detailed progress reports, as reasonably requested by the City but not morefrequently than monthly, regarding the status of the construotion of the lmprovements.3.2 Cit.v's Right to Review Plans and Specifications. ln connection withconstruction of the RroSect, Developer shall comply in all material respects with Plans andSpecifications approved by the City.3.3 Project Budget. Prior to the Close of Escrow, Developer shall submit to thcCity Manager for his review a project budgct on Developer's typical form therefor, showing lineitems for eich type of expenditureand the applicable source of funds (the "Project Budget"). Ifthe City Managii has comments to the submitted Project Budget, they must be provided in writingto Dcveloper *ithin ten (10) working days of receipt of the same or it shall be deemed that theCity Manager has no comments to such submission. ln no event shall Developu be in defaultunier thislgreement if the actual cost of the completed Project exceeds the costs for thecompletion of the Project sct forth in the Project Budget.3.4 Construstion Contract. Developer shall retain one or more reputable andfinancially responsiblc general contractors (each, a "Generll Contrsctor") to undertake theconstruction oi the Projelt. Each General Contractor shall bc licensed in Califomia" shall havcany other licenses required by law, and shall be experienced in constructing the typc ofimirovements constituting the improvements. On or before the date set forth in the Schedule ofPeiformance (subject to Force Majeure Delays), Developer shall enter into a written contract (the',Congtruction C-ontrrct"), with the Generat Contractor(s) for performing the work oonstitutingthe construction of atl of the Project. Each such Construction Contract shall be a guaranteedmaximum cost contract or stipulated sum insuring construction of the improvements for a fixed ormaximum price, and shall obligate the General Contractor to commence and complete suchconstruction in accordance with this Agreement and all applicable federal, state and local laws,rules and regulations. Each such Construction Contract shall provide for retention of at least tenpercent (10%) from each progress payment (except there shall be no retention for any itemsixcused fiom retention as specified in the Construction Contract) until the Project is fifty percent(50%) complete, and may allow for a reduotion or retainage to five percent (5%) thereafter untilthe final payment, and siid final payment shall not bc paid to the General Contractor until theportion oi itte Project covered by such Construction Contract shall have been completed, andbeveloper shall have obtained ail appropriate lien waivers from the General Contractor and itssubconiractors, or bonds acceptable to Developer in form and amount, insuring against loss arisingfrom any mechanics', laborers', materialmen's or similar liens filed against the Project.The Developer shall provide evidence to the City that the obligations ofthe GeneralContractor to construct andcomplete the Project (pursuant to the Construction Contract) have beenbondcd, in an amount equal to one hundred percent (100%) of the stipulated sum or guaranteedmaximum price of the Construction Contract (as applicable), or Developer in its discretion mayelect in the alternative to provide either (i) a letter of credit for such amount in form and substancereasonably satisfactory tothe City Manager, or (ii) a completion guaranty in substantially the formof Exhibli,,F, attached hereto and incorporated herein by reference (such bond, guaranty or letterof .reOit, ar applicable, is referred to herein as the "Financial Securlty"). If Developer elects.topost a bond, ihen Developer shall secure and deposit with the City a Performance Bond and aLabor and Material Payment Bond (in the form of A I A form 43 I I or ,43 l2), issued by a surety- 13-Packet Page 47 of 846Attachment 2 Page 17 of 53

admitted to issue insurance in the State ofCalifomia and otherwise acceptable to the City Manager,securing the faithful performance by the General Contractor of the completion of construction ofthe Imirovements fi'ee of all lieni and claims, within the time provided in the..Schedule ofPerformance attached hereto. Such construction bond shall name the City as a co'obligee and mayalso name Developer and any Lender as co-obligees. Such construction bond shall be issued by acompany r.uronaLly acceptable to the City Manager and listed in the cunent United StatesTreaiury Department circular 570 and othcrwise within the underwriting limits specified for thatcompany in such circular.3.5 Costs of Entitlement. Develooment and Construction. Thc Developeragrees that, as between Devetoper and the City, all costs, expenses and fees associated with thedivelopment and construction of the Project including the costs for developing and constructingthe Improvements thereon (including, but not limited to, the land acquisition costs andgovernmental permits and approvals) shall be borne by Developer.3.6 Rights of Access and lnspection. The City shall have a reasonable right ofaccess to the Property, without charge or fee, at any reasonable time, upon reasonable notice toDeveloper (which may be delivered by electronic mail) to inspect the work being performed at theProperty in connection wittr the initial development of the Project but shall not be obligated to doso and bity rttutt not be liable for any failure to disclose any information discovered by City (orthat coutd or should have been discovered by any City inspection).3.7 Local. State and Federal Laws. Developer shall carry out thc constructionof the Improvements on tfre Property in conformity with all applicable federal, state and local laws,including all applicable federaland state occupation, safety and health standards, and all applicablepermits.3.8 Citv and Other Governmental City Permits and Approvals. Beforegommencemcnt of construction or development of any work of improvement on the Property,Developer shatl (at Developer's expense) secure, or cause to be secured, any and all pffmits whichmay be required- by the iity or any other governmcntal agency having jurisdiction over suchconstruction or development.3.9 No Discrimination Durine Construction. Developer, for itself and itssuccessors and assigns, agrees that it shall not discriminate against any employee or applicant foremployment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, ornational origin in the construction of the Improvements.3.10 Taxes. Assessments. Encumbrances and Liens. Developer shallpay whendue all real property taxes ana assessments assessed or levied on portions oltlre Property fromtime to time owned by Developer, commencing immediatcly after the Close of Escrow.3.ll No Agenc), Created. ln performing this Agreement, Developer is anindependent contractoiand n-ot the agent of the City. The City is not an agent of Developer. TheCity shall not have any responsibiliiy whatsoever for payment to any contractor or supplier ofDeveloper or its contractors. Developer shall not have any responsibility whatsoever for paymentto any contractor or supplier of the City.-14-Packet Page 48 of 846Attachment 2 Page 18 of 53

312 Certificate of Comolction. Upon Developer's completion of theconstruction of th. pro3rct, Develop.r *ill apply to the City for a Certificate of Completion (whichshall be substantially in ttre form attached hereto and incorporated herein by reference as E!iD!!$). The City's issuance of the Certificate of Completion shall oonstitute the acknowlcdgemento-f tfrr City thai Developer has complied in all respects with its development obligations (and onlythe development obligations) set forth in this fulon l. Promptly following. the C.ity's issuanc.eof a certificate of orJupunry for the entire project, and provided that Developer is then in fullcompliance with all of its obligations under this Section 3, the City Manager shall execute,acknowledge and deliver the Certificate of Completion, which shall be recorded in the OfficialRecords of Solano County at Developer's expensoand shall include, in form reasonably acceptableto Developer, an express termination or r.conueyance of the City's rights under Seption 5.2.2(.ii)of this Agieement and the Grant Dced. lf the City Manager believes that the Dcveloper is not incomplian-oe with its obligations under this S@!-3,, the City Manager shall promptly specify thenature of such non-compliance by written notice to Developer.4, LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS.4.1 Restriction on Transfer of Develooer's Riehts and ObligatiQns. Prior toissuance of a Certificate of Cornpletion for the Project, Developer shall not assign, transfer,mortgage, lcase (except for leases/rental agreements that are conditioned upon Projectcomiteionl, hypotirecate, or convey (collectively, a "Trnnsfer") the Project or any p_art thereof orany of Deveioi.r" rights or obligations hereunder, in a single transaction or series of transactions,without the City's pri-or written ionsent, which consent may be granted or withheld in the City'ssole and absolute discretion, except for (i) the execution of one or more Permitted SecurityInstruments, (ii) a conveyance of Developer's rights or obligations hereunder to an affiliate ofDeveloper, wirich such afiiliatc shall be ieasonably acceptable to the City Manager, or (iii) a.onn.yun.. of the project resulting from the hrcclosure of a Permitted Security Instrument (or adeed in lieu of such a foreclosure) (collectively, "Permitted Transfers"). Developeracknowledges that the identity of Developer is of particular concern to the City, and it is becauseof Develop-er's identity that tfie City has intered into this Agreement with Developer. Except forthe Developer approved by the City, and except for any Holder, no voluntary or involuntarysuccessor in interest of Devetoper shall acquire any rights or powers under this Agreement or theproject prior to the issuance oia Certificate of Complction. Except for PermittedTransfers, notrarisfer or assignment of Developer's interest hereunder without the City's prior written approvalshall be deemed to release Developer from the obligations of Developer hereunder.4,2 Holders of Deeds of Trust. Notwithstanding any provisions of this Section4 to the contrary, p.u.toper shull have the right to hypothecate its interest in the Property and theFroject pursuant to one or more Permitted Security lnstruments to a Lender, for the purpose ofsecirring loans of funds to be used for financing the direct and indirect costs of the Project(includi-ng land development costs, reasonable and oustomary developer fees, loan fees and costs,and other normal and customary project costs), or for refinancing the construction financing withpermanent financing. Rny lendlr of record holding the beneficial interest under any Permitted'security Instrument, whoie name and address shall have been provided by Developer to City isreferrcd to herein as a "Holdcr".-t5-Packet Page 49 of 846Attachment 2 Page 19 of 53

4.3 Rieht of Cit), to Cure. In the event of a default or breach by thc Developerof a loan by a Holder prioi to the completion of the Improvements, the City may, upon prior writtennotice to tfie Developer, cure the default, prior to the completion of any foreclosure. ln such eventthe City shatt be cntitled to reimbursement from the Developer of all reasonable, actual costs and.*prn.Lr incurred by the City in curing the default. The City shall also be entitled to a lien uponthi Project or any portion thereof to the extent of such costs and disbursements. The City agreesthat suih lien shall-be subordinate to any lien in favor of a Holder, and the City shall execute fromtime to time any and all documentation reasonably requested by the Developer to effect suohsubordination.4.4 Right of City to Satisfi Other Liens. After thc Close of Escrow and afterthe Devetoper has had a ieasonable time to challenge, cure, or satis$ any liens or encumbranceson the Project or any portion thereof imposed as a result of actions or inactions of Developer oranyone claiming by, through or under Developer, and has failed to do so, in whole or in part, andsu6ject in all instances to notice and cure rights of any Holder, the City shall, upon thirty (30) days'pri6r written noticc to the Developer, have the right to satisf, any such lien or encumbrances;iro*.nr., nothing in this Agreement shall require the Developer to pay or make provision for thepayment of any tax, assessment, lien or charge so long as the Developer in good faith shall contestihe validity or amount therein and so long as such delay in payment shall not subject the Propertyor any poiion thereof to forfeiture or sale. Notwithstanding the foregoing or anything to thecontrary contained herein, Developer may without prior notice to or consent of the City file orcause to be filed against the Property such instruments, easements and encumbrances as may benecessary for conslruction of the Project, including without limitation notices of commencementand completion, subdivision plats, lot line or boundary line adjustments, and utility, grading, slopeand/or temporary construction easements.5. DEFAULI" REMEDIES AND TERMINATION.5.1 Defaults. The occurrence of any or all of the following shall constitute adefault ("Default") under this Agreement:5.1.1 Developer's failure to perform its obligations on a timely basis as_contained in the Schedule of Performance (as extended pursuant to Seslion 5J), or any breach ofthis Agreement by any Party involving the payment of money, and the continuance of such breachfor a piriod of ten l tOi dayjafter the non-defaulting Party has given written notice to the defaultingParty;5.1.2 Except as otherwise provided in Section 5.1.1 hereof, a breach ofany other term of this Agreement by any Party not involving the payment_of.money and failure ofru.h Pu.ty to cure such breach within thirty (30) days after the non-defaulting Party has givenwritten notice to the defaulting Party; provided, however, if such breach is not reasonably curablewithin such thirty (30) day period, then such Party shallbe deemed in Dehult only if such Partydoes not commenge to cure such breach within such thirty (30) day period and thereafter fails todiligently prosecute such breach to completion, and provided further that there shall be no gracep.ri-oO for a Party's failure to timety deliver closing documents pursuant to Sections 2.9 and 2.10hereof;-l 6-Packet Page 50 of 846Attachment 2 Page 20 of 53

5.1.3 Developer's violation ofSs!!ql,l;5.1.4 Developer's failure or relusal to keep in hrce and effect any permitwith respect to construction of the Project, and Developer's failure to cure such breach withinthirty (3b) calendar days after notice fi"om the City of Developer's breach; provided, however, ifsuch bieach is not reasonably curable within such thirty (30) day period, then Developer shall bedeemed in Default only if Developer does not commence to cure such breach within such thirty(30) day period and thireafter fails to diligently prosecute such breach to completion; or5.1.5 Filing of a petition in bankruptcy by or against any Party orappointment of a receiver or trustee of any property of any Party, or an assignment by any Partyfor the benefit of creditors, or adjudication that such Party is insolvent by a court, and thc failureof such Party to cause such petition, appointment, or assignment to bc removed or dischargedwithin ninety (90) days.5.1.6 The fhilure to comply with any of the requirements of Seotion 6below.5.1.7 The failure to maintain, or the cancellation of, any of the FinancialSecurity described in Section 3.4 prior to the issuance of a certificate of occupancy.5.2 Remedies.5.2.1 Remedies Prior to the Close of Escrow.5.2.1.1 ln the event of a Defbult by Developer under the termsof this Agreement prior to the Close of Escrow, City shall be entitled, as its sole and exclusiveremedy hEreunder, io, terminate this Agreement and receive the Depositas full liquidated damagesfor suih Default of Developer, whereupon neither Party shall have any further rights or liability tothe other Party, except as oiherwise expressly provided in this Agreement. It is hereby agreed thatCity's damagis in the event of a Developer Default hereunder prior to the Close of Escrow areuncertain and difficult to ascertain, and ihat the Deposit constitutes a reasonable liquidation ofsuch damages and is intended not as a penalty, but as full liquidated damages.. City herebyspecifically waives any remedy of specific performance or damages other than liquidated damagesas providei for herein availabie to City by reason of Developer's Default hereunder, or the failureof ihe Close of Escrow to occur on or prior to the Outside Closing Date. ln no event shall City beentitled to collect from Developer any punitive, consequential or speculative damages.5.2.1.2 Default by City. In the event of a Default by City underthe terms of this Agreement prior to the Close of Escrow, Developer shall be entitled to(i) terminate this Agieement and receive a full refund of the Deposit, or (ii) seek specificierformance of City's obligations under this Agreement. Notwithstanding the foregoing oranything to the contrary contained herein, ifthe City's Default is failure to timely deliver its closingdeiiverables pursuant to Section 2.9 hereof, or disposition of all or a portion of the Property to athird party in derogation of this Agreement such that the remedy of specific performance is notavailable io Deve loper, then in e ither case Developer shall be entitled to terminate this Agreementand receive a full rifund of the Deposit, together with its actual out-of-pocket due diligence anddesign costs, not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250'000.00).-17-Packet Page 51 of 846Attachment 2 Page 21 of 53

5.2.2 Remedies for Default After the Close of Escrow. In the event of aDefault by any Party after the Close of Escrow, and subject in all events to the provislon of Section5.7 below. a non-difaulting party shall be entitled to the following remedies, as applicable:(i) A defaulting Party shall be liable to the non-defaulting Party for alldamages, costs and losses incurred by the non-defaulting Party, and the non-defaulting Party mayseet rtainst the defaulting Party any availablc remedies at law or equity, including but not limitedto the-right to receive damagei or to pursue an action for specific performance; a1d provided,however, that in no event shall the non-dethulting Party be entitled to collect from the dehultingParty any punitive, consequcntial or speculative damages.(ii) Prior to the issuanoe of the Certificate of Completion, the City shallhave the following right of reversion in the event that that Developer fhils to timely.Complete thelmprovcments as ieqiired by the Schedule of Performance (as extended by Force Majeure Delays),all subject and pursuant to ih. terms and conditions set forth below in this Section 5.2.2(ii). F'orpurporlg of tnis Section 5.2.2(ii), the term "Complcte" shall mean that thc Developer shall beentitled to apply for and receive a final certificate of occupancy for the constructed Improvements.If Developer fails to timety Complete the lmprovements by the deadline inthe Schedule of Performance (ai extended by Force Majeure Delays), the City shall first providenotice to Developer (with a copy to any Holder) (the "First Default Notice"). If Developer doesnot thereafter Compiete the lmprovements within thirty (30) days of thc date of receipt of suchFirst Default Notici, then City shall provide a second written notice to Developer (with a copy toany Holder (the "second Dlfault Notice"). If Developer does not thereafter Complete thelmirovements within thirty (30) days of the date of receipt of such Second Default Notice, thenCity may elect (subject toihe immediately succeeding sentence) to terminate this Agreement by*ritt.n notice to Developer (with a copy to any l-lolder) and may thereafter reenter and takepossession ofthe Property and all Improvements thereon, and revest in the City title to the Propertyiheretofore .onu.yrd'to ihe Devcloier (or its succsssors in interest) and the Improvements, takeany and all actions necessary to commence and complete the enforcement of its reversionaryinierest, and in such event the Developer agrees to promptly take all actions and to execute alldocuments reasonably necessary to revert title to the Property and Improvements to the City frceand clear of all liensind encumbrances created by or with the consent of Developer. lf the Citydoes not elect to exercise its termination, reentry and reversion rights set forth in the immediatelypreceding sentence by the date that is thirty (30) days following the date of Developer's receipt ofihr Second Default Notice, then the City shall be deemed to have waived such rights and the sameshall thereafter be nulland void and of no further force or effect.Upon re-vesting in the City of title to the Property and lmprovements asprovided in this Section, the City shall, use good faith efforts to resell the same pursuant to acommercially reasonable disposition and development agreement providing for a market-ratepurchase price, and upon such resale, the proceeds thereof shall be applied as follows:l. First, to reimburse the City for any payment made by City toany holder of a lien on the Project or any parties thereof or interest therein to causesuch lien to be released or reconveyed;-l 8-Packet Page 52 of 846Attachment 2 Page 22 of 53

2. Second, to reimburse the City for all actual, documented,out-of-pocket costs and expenses incurred by the City, including but not limited to,.usonable outside legal fees incurred in connection with the recapture,management, and resale of the Property and lmprovements and (but less anyinconie derived by the City from any part of the Property in connection with suchmanagement); ali taxes, installments of assessments payable prior to rcsale, andappliJable water and sewer charges with respect to the Property and Improvementsoi uny portion thereof; and expenditures made or obligations inourred with respectto the making or completion of the Project; and any amounts otherwise owed to theCity by the Developer.3. Third, to reimburse the city for other damages by reason ofthe Developer's default.4. Fourth, to reimburse the Developer for:(a)The lesser of the reasonable cost or the fair market value ofthe improvements the Developer has placed on the Propertyor appiicable portion thereof at the Developer's cost (i.e.,using equity and not loan funds); lessThe gains or income withdrawn or made by the Developerfrom the Property and Improvements.5. Fourth, any balance remaining after such reimbursementsshall be retained by the City as its property.5.3 Attorneys' Fees and Indemnification Damaqes. Any limitations on theparties' remedies set forttr in this ngreemsnt will not be deemed to prohibit either Party fromspecifically seeking attorneys' fees pursuant to Section 8.6 herein or from seeking damages fromsich other party in'lhe rn.ni it fails or refuses to provide any indemnification required herein. Theprovisions in itre foregoing sentence shall survive the Closing or earlier termination of thisAgreement.5.4 No Personal Liability. No representative, agent, attomey, consultant, oremployee of the City shall perso*lly be liable to the Developer or any successor in interest ofDeveloper, in the evint of any Defauli or breach by the City, or for any amount *!i:! may becomedue to Developer or any successor in interest, on any obligation under the terms of this Agreement.5.5 Rights and Remedies are Cumulative. The rights and remedies ofthe partiesare cumulative, and ttre exercise Uy either party of one or more of such rights or remedies shall notpreclude the exercise by it, at the iame time oi different times, of any other rights or remedies forih. ,ur. default or uny other default by the non-defaulting Party; provided, however, thatliquidated damages rpecified herein shall constitute the sole damages reooverable for the defaultgiving rise to such liquidated damages.5.6 Inaction Not a Waiver of Default. Any failures or delays by either Party inasserting any of its tigtrts ana tetneAies as to any default shall not operate as a waiver of any default(b)-19-Packet Page 53 of 846Attachment 2 Page 23 of 53

or of any such rights or remedies, or deprive either such Party of its rights to institute and maintainany actions or pioceedings which it may deem necessary to protect, assert or enforce any suchrights or remedies. The aiceptance by a Party of less than the full amount due from the other partyshlall not constitute a waiver of such Party's right to demand and receive the full amount due, unlesssuch Party exccutes a specific accord and satisfaction'5.7 Force Majeure. Following the Close of Escrow, and notwithstandinganything to the contrary in this Agreement, nonperformance shall be excused when performanceis preve-nted or delayed by reason of any of the following forces reasonably beyond the controlofsuch party (each, a i'Force Majeure Dclay"): (i) failure to perform by Developer attributable toany sirike, lockout or other labor or industriat disturbance (whether or not on the part of theemployees of either party hereto), civil disturbance, future order claiming jurisdiction, act of thepublir-rnr*y, war, iiot, sabotagc, blockade, embargo, inability to secure customary materials,iupplies or labor through ordinary sources by reason of regulation or order of any government orr.gututory body, pandimic, epidemic or quarantine, or mandated shutdowns pursuant thereto;1ii)delay-attributable to severe weather, lightning, earthquake, fire, storm, hurricane, tomado,ilood, washout, explosion, terrorism; (iii) delays by any govemmental authority or utility providerin responding to submissions or issuing required consents, approvals or permits (provided thatDeveloper his timely applied for such consents, approvals or permits and thereafter diligentlypurru.d the same); ol tinj any other similar cause beyond the reasonable control of the party fromwhom performance is-requiied. Any prevention, delay or stoppage due to any Force MajeureDelay rhull .*"ug the peiformance oflthe party affected for a period of time equal to any suchprevintion, delay or stoppage (except the obligations of either party to pay money to the otherpu.ty or to close Escrowf provided that the Party claiming the Force Majeure Delay notifies theother Party of the Force Mijeure Delay within a reasonable time (not to exceed ten (10) businessdays) aftei the commencement of the Force Majeure Delay; provided, howcver, that in no cventshalfporce Majeure Detay extend the time periods set forth in this Agreement for more than sixty(60) days in the aggregate.5.8 Rights of Lenders Regarding Permitted Security Instruments. For purposesof this Section 5.8, the terms "Lcnder" and "Holdcr" are used interchangeably.5.8.1 No Effect on Rights or Remedies. Any Permitted securityInstrument shall not affect, limit or restrict the City's rights or remedies under this Agreement,except as expressly provided in this Agreement. Nothing contained in any Permitted SecurityInstrument shall bind the City or impose any obligation on the City.5.8.2 No Grants During Default. Any grant of a security interest in theProperty during the period of any Default by the Developer shall be null and void, unless allDefaulti of thebeveioper are cured concurrent with the grant of such security interest.5.8.3 No Voluntarv Amendment or Termination without consent. Nomaterial amendment or termination of this Agreement by joint action of the City and the Developershall be binding on a Lender, unless done with the prior written consent of the Lender.5.8.4 Notices of Default. If the City gives any notice of Default to theDeveloper, the City will promptly send a copy of such notice to each Permitted Security lnstrumcnt-20-Packet Page 54 of 846Attachment 2 Page 24 of 53

of which the City has received notice and an address for service of notices. No notice by the Cityshall be effective against a Lender, unless and until thc City has sent a copy of 11ch notice to theLender; provided t[at the City is only required to send notices to Lenders of which the City hasreceived notice and an address for service of notices.5.8.5 Cure Rights. A Lender shall have the right, but not the obligation,at any time prior to termination of this Agreement, to perform any obligation and cure any Dehultof the Developer under this Agreement.5.8.6 Limitation on Termination Riqht. lf any Default of the Developershall occur that entitles the City to terminate this Agreement, the City shall not be entitled toterminate this Agreement, if a Lender shalldo all of the following:5.8.6.1 In the case of any monetary default, cure the monetarydefault, within fifteen (15) business days after expiration of the time period for the Developer tocure the monetary default;5.8.6.2 In the case of any non-monetary default that a Lender canreasonably cure without possession of the Property, provided that the Lender has cured allmonetary defaults, the Lender commences the cure of such non-monetary default, within thirty(30) days following expiration of the time period for the Developer to cure the non'monetaryOefault lnd thereafter diligently prosecutes the cure of such non-monetary default to completion,within a reasonable time;5.8.6.3 ln the case of any non-monetary default that a Lender cannotreasonably cure without possession of the Property, provided that the Lender has cured allmonetary defaults, the Lender commences proceedings to foreclose on its Permitted SeourityInstrumint within sixty (60) days after expiration of the time period for the Developer to cure thenon-monetary dcfauli and thereafter diligently pursues such foreclosure proceedings tocompletion, within a reasonable time. After obtaining possession of the Property, if at all, theLender shall commence the cure of all non-monetary defaults that a Lender can reasonably cure,within thirty (30) days after obtaining possession ofthe Property and thereafter diligently prosccutethe cure ofiuch non-monetary defaults to completion, within a reasonable time; and5.8.6.4 Perform all of the Developer's covenants of this Agrecmentthat can be performed by such Lender, until such time as the applicable Permitted Securitytnstrument shall be releasid or reconveyed or the fee title to all of the Site shall be transferred byjudicial foreclosure, exercise of power of sale or assignment in lieu of foreclosure, pursuant to thePermitted Security Instrument.5.8.7 Conditions Precedent to Termination. Any right of the City toterminate this Agreement following any Defbult by the Developer shall be conditioned upon theCity having firsigiven to each Lender of which the City has received notice and an address forservice of notices, written notice of the Default and no Lender timely curing such Default, timelyacquiring fee title to all of the Property or timely commencing foreclosure proceedings under itsPermitted Security Instrument to acquire fee title to all of the Property.-21-Packet Page 55 of 846Attachment 2 Page 25 of 53

5.8.8 Extension of cure Right. If a Lender is prohibited fromcommencing or prosecuting a judicial foreclosure or exercising a power of sale under its PermittedSecurity Insirument to acquire possession of all of the Property, by reason of any bankruptcy stayor injunction, the time periods specified in Section 5.8.6.3, above, shall be extended by the periodofthl bankruptcy stay or injunction (so long as such stay or injunction has not been lifted), so longas the Lendei shall hive cured any monetary default of the Developer under this Agreement andshall continue to pay current alt monetary obligations of the Developer under this Agreement, asand when the same falldue.5.8.9 Permitted Securitv Instrument Actions. lf a Permitted SecurityInstrument is in default, at any time, the Lender shall, as provided by law, have the right, withoutthe City's prior consent, subject to Seotion 5.8.10, below, to: (l) accept an assignment of theProperty, subject to this Agreement, in lieu of foreclosure; or (2) cause a foreclosure sale of theRroperty, subject to this Agreement, to be held pursuant to either judicial proceedings or power ofsale, pursuant to the applicable Permitted Security Instrument.5.8.10 Holder Not Obligated to Construct Project. The Holder shall in noway be obligated by the provisions of this Agreement to construct or complete the Project or toguarantee tuih conitruction or completion, nor shall any covenant or any other provision in the6rant Deed for the Property be construed so to obligate any such Holder. Nothing in thisAgreement shall be deemed to construe, permit or authorize any such Holder to devote the Propertyo*ny portion thereof to any uses or to construct any improvements thereon other than those usesor impiovements provided for or authorized by this Agreement. Notwithstanding the foregoing,in the,event of (i) a foreclosure under any Permitted Security Instrument, (ii) a sale pursuant to anypower of sale contained in any such Permitted Security Instrument, or (iii) a deed or other.onu.yun.. in lieu ofany such sale, the purchaser or purchasers, and their successors and assigns,and the Project shall be, and continue to be, subject to all of the conditions, restrictions andcovenants of att documents and instruments recorded pursuant to this Agreement, including,without limitation, the restrictions set forth in the Grant Deed.5.8.1 I Release on Subseouent Transfer. Further, any Lender that hasacquired the Property by exercise of its rights or remedies under its Permitted Security lnstrumentand asrured the Developer's obligations under this Agreement, shall be released fi'om allobligations under this Agriement ariiing after such person assigns this Agreement and the Projectto an assignee consented to by the City.5.8.12 Statement of City Riqhts. A Lender shall include a statement in anynotice of foreclosure sale disclosing the requirements for the City's consent to an assignee orpurchaser upon foreclosure.5.8.13 Restrictions on Transfer. No Lender shall assign its PermittedSecurity tnstrument, in whole or in part, to any person that is not a Lender, without the City's priorwritten consent, in each instance, which consent shall be granted or denied within thirty (30) daysafter the City's receipt of a written request for consent and all documents reasonably required bythe City to process the request for consent.-22-Packet Page 56 of 846Attachment 2 Page 26 of 53

5.8.14 Cooperation with Lender. The City agrees to cooperate in good faithwith Developer and/or a Lender providing the initial construction loan and any potential Lenderthat is proniding financing thaf refinanies the initial construction loan until completion ofconstruition of t[e Project. The City agrees to execute such further documentation regarding therights of any Lender ai is customary with respect to construction or permanent financing, as theca-se may bL, to the extent such documentation is reasonably requested by any Lender and isreasonably acceptable to the City Manager.5.8.15 Termination of Permitted Security lnstrument Rights. If a Lender isentitled to exercise any rights pursuant to this Section 5.8, then such entitlement shall not terminate,unless and until suchiimc, if any, as either: (l) its Permitted Security Instrument shall have beensatisfied; (2) such Lender has consented in writing to termination of its rights under this $!onlE; or (3) after the City has complied with all requirements of this Section 5.8, the City has validlyi-erminaied this Agreement. Upon any such termination, all obligations formerly secured byPermitted Security Instrument(s) shall no longer be secured by the Property.5.8.16 No Approval Required After Certificate of Completion Issued.Upon the issuance of a Certificate oflCompletion, City's right with respect to approval of loans,construction financing, loan documents, lcnder assignments and transfers as provided in $!ion e!above shall be of no further foroe or effect without the necessity of notice or further agreement.Thcreafter, upon the written request of Developer, City agrees to confirm in writing the expiry ofsuch City right and execute and deliver to Developer such documents or agreements, includingquitclaim deeds, as are necessary to confirm the termination of such right.6, INSURANCE: INDEMNITY.6. I lnsurance.6.1.1 From and after the Close of Escrow and for so long as title to thcProperty has not reverted to the City, Developer shall obtain and maintain at no cost or expense tottre'City, with a reputable and financially responsible insurance company reasonably acceptable tothe Ci[y, (i) aftei the opening of the Project br business, commercially reasonable casualtyinsurante for the Improvements in an amount not less than the replacement cost of theImprovements (subjeci to commercially reasonable deductibles) with a reasonable inflation rider;(iij commerciai Uroaa form general liability insurance, insuring against claims and liability forLodily injury, death, or property damage arising from the construction, use, occupancy, condition,ot oi.ruiion.of ttre pioperty, which liability insurance shall provide combined single limitprotection of at least $S,ObO,tj00 and shall include a reasonable inflation rider, contractual liability"ou.rug. and products and completed operations coverage, and (iii) commercial automobileliabilit! insurance of at least $1,000,000 combined single limit. Such liability insurance policiesshall name the City and its councit members, oflicers, agents and employees as additional insureds.6,1,2 Before commencement of any demolition or construction work byDeveloper on any portion of the Property owned by Developer,-Developer shall obtain andmaintain (or cause the General Contractor to obtain and maintain) in force untilcompletion of suchwork (i) i'all risk" builder's risk insurance, including coverage for vandalism and maliciousmischiLi in a brm and amount and with a company reasonably acceptable to the City, and-23-Packet Page 57 of 846Attachment 2 Page 27 of 53

(ii) workers' compensation insurance covering all persons employed by Developer in connectionwith work on the Froject, or any portion thereof. During the construction of Improvements on anyportion of the property by Deveioper, such builder's risk insurance shall cover improvements inilace and all materiaiani equipment at the job site furnished under contract, but shall excludelontractors', subcontractors', and construction managers' tools and equipment and property ownedby contractors' and subcontractors' employees.6.1.3 Each architect and each engineer engaged by Developer shallprovide professional liability insurance with a limit of liability of at least One Million Dollars($ I,000,000.00).6.1.4 Developer shall also furnish or oause to be furnished to the Cityevidence satisfactory to the City tirat any contractor with whom it has contracted for theperformance of work on the Property or otherwise pursuant to this Agreement canies workers'compensation insurance as required by law.6.1 .5 With respect to each policy of insurance required above, Developerand each of Developer's general contiactors, engineers and architects shall furnish to the City acertificate on the insurance canier's form setting forth the general provisions of the insurancecoverage promptly after written request by City showing the additional insureds. The certificateshallaiio Le nriniineA by Developer prior to commencement ofconstruction ofany Improvements.6.1.6 All such policies required by this Section shall contain (i) languageto the effect that the policies cannot bi cancelled or materially changed except aft-er thirty (30)days' written notice by the insurer to the City, and (ii) a waiver of the insurer of all rights ofsu6rogation against tnl city and the other additional insureds. All such insurance shall havedeductibility limits which shall be commercially reasonable.6.2 Indemnitv. From and after the execution of this Agreement, Developerhereby agrees to inOglnniry, drfend, protect, and hold harmless the City (as a third partybeneficialy) and any and all agents, empioyees, representatives, council members, board members,consultants, and oilicers of ihe City, from and against all losses, liabilities, claims, damages(including ioreseeable or unforeseea6le consequential damages), penalties, fines, forfeitures, costsand e*peir*s (including all reasonable out of pocket litigationcosts and reasonable attorneys' fees)and demands of any ti*ur. whatsoever, relited directly or indirectly to, or arising out of or inconnection with:(i) the validity of this Agreement;(ii) the development and construction by Developer of theImprovements on the Property or the use, ownership, management, _occupancy' orpossession of the Property during Developer's period of ownership of the Property,including, without limitaiion, any and all claims for prevailing wages under ornoncompliance with California Labor Code Sections 1720 et seq.;(iii) any breach or Default by Developer hereunder (subject to anyliquidated damages provisions otherwise contained in this Agreement); or-24-Packet Page 58 of 846Attachment 2 Page 28 of 53

(iv) any of Developer's aotivities on the Property (or the activities ofDeveloper's agents, employees, lessees, representatives, licensees, guests, invitees,contraotors, su6contractoir, or independent contractors on the Property), regardless ofwhether such losses and liabilities shall accrue or are discovered before or after terminationor expiration of this Agreement, except to the extent such losses or liabilities are caused bythe gioss negligence or willful misconduct of the City, and provided, however, that in noenent shullt[e foregoing indemnity apply to the discovery of any pre-existing condition atthe Property. The City may in its discretion, and at their own cost, participate in the defenseof any legal action naming the CitYThe provisions of this Section 6 shall survive the Close of Escrow and thetermination of this Agreement.7, REPRESENTATIONSANDWARRANTIES.7.1 Developer Representations. Developer represents to the City as of the dateof this Agreement and as of the Close of Esorow that:(i) The Developer is a limited liability company validly existing and ingood standing under the laws of the State of Delaware and is (or will be, by the Close ofEscrow) duly authorized to conduct business in the State of California.(ii) The Developer has duly authorized the execution and performanceof this Agreement and the execution and performance of all of the closing doouments setforth herein.(iii) Developer's execution and performance of this Agreement and theclosing documents will not violate any deed of trust, lease, contract, agreement, instrument,order, judgment or decree by which Developer is bound.(iv) Developer has not engaged a broker with respect to the purchase ofthe Property as contemplated herein.7.2 City Representations. City represents to the Developer as of the date of thisAgreement and as of the Close of Escrow that:(i) The execution, delivery and performance by city of its obligationsunder this Agreement will not conflict with or result in a breach of, or constitute a defaultunder, any of the provisions of any judgment, decree, or order by which City is bound, orby any of the provisions of any contract to which City is bound.(ii) City has full power and authority to enter into this Agreement andto assume and.perform all of its obligations under this Agreement, all consents andapprovals necessary therefor have been obtained, and the person executing this Agreementon its behalf has been duly authorized and is empowered to bind City to this Agreement.(iii) To the actual knowledge of Jennifer Rice, Real Estate Specialist IIof the City, without investigation or inquiry and without personal liability, and as may be-25-Packet Page 59 of 846Attachment 2 Page 29 of 53

disclosed in the Baokground Information, (i) City is not in default in complying with theterms and conditions of any of the covenants, conditions, restrictions or easementsconstituting Permitted Excepiions; and (ii) except as disclosed in the PTR, the Property isnot subjecito any: (A) outitanding agreements of sale, options, liens, or other rights ofthird parties to acquire any interest(s) therein; (B) ground leases or other leases ortenancies, including but not limited to equipment or signage leases, or other agreementsrelating to the ownership or use of the Property; (C) real estate, management, supply,pro1noiionul, operating, maintenance, security, or other service contracts; (D) anyunrecorded declarations of covenants, conditions and restrictions, or similarencumbrances; or (E) other encumbrances other than the Permitted Exceptions. City shallnot encumber or allow the Property to be encumbered by any of thc foregoing withoutDeveloper's prior written oonsent, which consent may be granted or withheld inDeveloper's sole discretion.(iv) Prior to the close of Escrow, city shall not take any action withrespect to the Property which would result in a violation of applicable laws, includingwithout limitation-Environmental Laws; nor shall City sell, transfbr, or distribute all or anyportion of the Property to a third party, in each case without Developer's prior writtentonsent, which cons.nt may be granted or withheld in Developer's sole discretion. Cityshall not enter into any lease, management contract, brokerage agreement, constructioncontract or service contract for the Property or any portion thereof, or any amendments ormodifications to any such existing agreements, in each case without Developer's priorwritten consent, noi will City solicit or accept any offers to purchase the Property. Cityshall not request or process any request to change the zoning ofthe Property or amend anysubdivision map affecting the Property or amend or modifr any other entitlements ordevelopment standards applicable to the Property. City shall operate and manage theProperty in the ordinary course and consistent with City's past practices'(v) The City has not engaged a broker with respect to the purchase ofthe Property as contemplated herein.8. GENERAL PROVISIONS.8.1 Notices. All notices and demands shall be given in writing by certified mail,postage prepaid, und .et,lrn re.eipt requested, or by reputable overnight messenger.. Notices shallbe roisiberld given upon the euilier of (a) one business day following deposit or delivery with anationally recolnized overnight courier delivery charges prepaid, or (b) upon delivery or attempteddelivery as strown on the return receipt if sent by certified mail. Notices shall be addressed asprovided below for the respective Party; provided that if any Party gives notice in writing of a.hung. of name or address, notices to such Party shall thereafter be given as demanded in thatnotice:City:City of Fairfield1000 Webster StreetFairfield, CA 94533Attn:Emait:ty Manager-26-t<rirRe\t\ ca'3o'/Packet Page 60 of 846Attachment 2 Page 30 of 53

Developer: ScannellProperties #684,LLC3468 Mt. Diablo Blvd., Suite B I l5Lafayette, CA 94549Attn: Walker WilliamsEmail: [email protected] a required oopy to:Scannell Properties, LLC8802 River Crossing Blvd., Suite 300Indianapolis, lN 46240Attn: Courtney Kanzinger, CounselEmail: [email protected] Construction. The Parties agree that each Party and its counsel havereviewed and revised th-is Agreement and that any rule of construction to the effect that ambiguitiesare to be resolved against the drafting Party shall not apply in the interpretation of this Agreementor any amendments or exhibits thereto. This Agreement shall be construed as a whole accordingto its fair language and common meaning to achieve the objectives and purposes of the Parties.8.3 Interpretation. In this Agreement the neuter gender includes the feminineand masculine, and singular number includes the ptural, and the words "person" and "party"include corporation, partnership, firm, trust, or association wherever the context so requires.Unless otherwise required by a specific provision of this Agreement, time hereunder is to becomputed by excluding the first day and including the tast day. lf the date for performancc fallson a Saturday, Sunday-, or legal holiday, the date for performance shall be extended to the nextbusiness aay..ntl teiet"nceJin this Agreement to a number of days in which either party shallhave to consent approve or perform shall mean calendar days unless specifically stated to bebusiness days.8.4 Time of the Essence. Time is of the essenoe of this Agreement.8.5 Warrantv Aeainst Payment of Consideration for Asreement. Developerwarrants that it has not paid or given, and will not pay or give, to any third person' any money orother consideration for oUtaining this Agreement, other than normal costs of conducting businessand costs of professional services such as architects, engineers and attomeys.8.6 Attorneys' Fees. Notwithstanding anything to the contrary containedherein, if any Party brings an iction to enforce the terms hereof or declare its rights hereunder, theprevaiiing party in any Juch action shall be entitled to its reasonable attorneys' fees to be paid byine tosinf Party as nx-eO Uy the court. If the City is made a party to any litigation instituted by oragainst developcr or to any litigation attacking the validity of this Agreement, then Developersf,atl indemnify and defend the City against, and save them harmless from, all costs, expenses(including reasbnable attorneys' fees), claims, liabilities, damages and losses incurred by the Cityin conneJtion with such litigation provided, however, that in no event shall the Developer beobligated to pay any damageJawarded to any person or entity that result from the gross negligenceor willful misconduct of the City.-27-Packet Page 61 of 846Attachment 2 Page 31 of 53

8.7 Entire Asreement. 'l'his Agreement, together with all attachments andexhibits hereto, and all agreernents executed pursuant hereto, constitutes the entire understandingand agreement of the Part-ies. This Agreemeni integrates all of the terms and conditions mentionedherein or incidental hereto and supeisedes all negotiations or previous agreements between theParties with respect to the subject matter hereof.8.8 Severability. Each and every provision of this Agreement is, and shall beconstrued to be, a t.pu*tr und independent covenant and agreement. If any term or provision ofthis Agreement or thi application thereof shall to any extent be held to be invalid or unenforceable,the reirainder of this Agreement, or the application of such term or provision to oircumstancesother than those to which- it is invalid or unenforceable, shall not be affected hereby, and each termand provision of this Agreement shall be valid and shall be enforced to the extent permitted bylaw.8.9 No Third Party Beneficiaries. This Agreement is made and entered into forthe sole benefit of the Parties, and there are no third party beneficiaries of this Agreement. Noother person shall have any right of action based upon any provision of this Agreement.8.10 Governing Law: Jurisdiction: Service of Process. This Agreement and therights of thc parties rnaf t Ue gpn..nrd by California law. The Parties consent to the exclusive.luiisdiction of the California Superior iourt for the County of Solano. lf any legal action.is-commenced by Developer againsi the City, or by City against Developer, service of process on theCity shallbe made by personal service upon the executive director or secretary of the City, or insuch other manner ur ruy be provided by taw. If any legalaction is commenced by City againstDeveloper, service of protess on Developer shall be made by personal service on Developer, or insuch other manner as may be provided by law.8.ll Survival. The provisions hereof that expressly survive Close of Escrowand/or the termination of this Agreement shall not merge into, but rather shall survive' anyconveyance hereunder (including, without limitation, the delivery and recordation of the GrantDeed) and the delivery of all coniiderations and for a period of two (2) years after the issuance bythe City of a final certificate of occupanoy for the Project.8.12 City Actions. ln addition to any provisions of this Agreement that gives theCity Manager the authorfi no make decisions and grant approvals, the City hereby authorizes theCity Maniger to deliver iuch approvals and consents as are contemplated by this Agreement;extend timJ periods; waive requirements under this Agreement, and modify this Agreement, onbehalf of the'City provided thatihe applicable approval, consent, extension, waiver or modificationis not substantiai (i.e,, does not change the fundamental business transaction between theDeveloper and the City, as determined by the City Manager in his reasonable discretion).8.13 Counterparts. This Agreement may be executed in one or morecounterparts, eaoh of *ttich shull be deemed as original but all of which together shall constituteone and the same instrument.-28-Packet Page 62 of 846Attachment 2 Page 32 of 53

8.14 Electronic Deliverv. This executed Agreement may be deliveredelectronically by email/PDF to [email protected] for the Developer and tojrice@fairfi eld.ca.gov for the City.8.15 Marketine. Devcloper may market the Property (either directly or throughone or more brokers or agents) for prospective tenants, users or other third parties during the termof this Agreement and Developer (or its brokers or agents) may install advertising signs at theProperty in connection with such marketing during the term of this Agreement, provided the samearc in compliance with allapplicable laws.g. Casualty/Condemnation. City's insurance on the Property (if any) shall becancelled as of ihe Cloie of Escrow and no proration shall be made for insurance premiums at theClose of Escrow. In the event that, prior to the Close of Escrow, all or any portion of the Property,any interests therein, or any rights appurtenant thereto, are: (a) damaged or destroyed by any fireorbther casualty; or (b) taken or appropriated (either permanently or temporarily) under the powerof eminent domain or condemnation by any authority having such power, or by virtue of anyactions or proceedings in lieu thereof, or if any notice or threat of such taking or appropriation hasbeen given or is pending at the Close of Escrow (each, a "Casunlty/Taking Event"), andDevel6per determines in iis sole discretion that such Casualty/Taking Event will adversely impactDeveloper intended development/use of the Property, then Developer, at its option, may eithcr:(i) terminate this Agreement by providing wrinen notice to City, in which event the Title Companyshall immediately refund the Deposit to Buyer and thereafter neither Party shall have any furtherrights or liability to the other Party, except as otherwise expressly provided in this. Agreement; or1iI1 elect to proceed with the Close of Escrow, in which event thc Purchase Price shall be reducedby un u*ount equal to any sums previously paid or then payable to City by the insurance canierlitus an amount equal to the amount of the deductible feature of City's insurance Poli.yl orty thecondemning authority, by reason of any such Casualtyffaking Event, and City shalltransfer andassign to Developei at the Close of Escrow any and all further insurance or condemnationproc-eeds, claims, demands, actions, and choses in action which may exist by virtue of suchbasualtyiTaking Event; provided, however, that until the earlier of the Close ofl Escrow ortermination of this Agreement, City shall not make any voluntary settlement or agreementregarding any Casualtyffaking Event with any insurance carrier or any condemning authoritywithout first -obtaining Developer's written consent to such settlement or agreement. City agreesto promptly provide Developer with all information and documents related to suchCasualty/l aiing Event upon Ciiy's receipt thereof. Notwithstanding anything contained in thisAgreement to thle contrary, in the event of a Casualty/Taking Event, the Due Diligence Period shallauiomatically (without notice) be extended to the date that is thirty (30) days after Developer'swritten receipt of information about such Casualty/Taking Event, sufficient to allow Developer todetermine: (n; tn. location of the portion(s) of the Property affected; and (B) the amount ofproceeds of any insurance award or the offer price to be paid by the condemning authority for suchportion(s) of the Property.[Remalnder of this page lntenlionally left blanklfslgnolures appear on nef, Pagel-29-Packet Page 63 of 846Attachment 2 Page 33 of 53

IN WITNESS WHEREOF, thc Partios honeto havc ontorcd into this Agrooment aaof thc day and ysar first abovc writtstt.DEVELOPER: CEY1SCANNELL PROPERTIES #6t4, LLC, CITY OF FAIRFIELD,a Dslawarc limitGd liability aompany a municipal corpontionBy:Print Namc:Titlo:Marc D.ManagorPrintNamciTitlo:AIITS:CityClotkCityAtbtnoy.30-Packet Page 64 of 846Attachment 2 Page 34 of 53

ETruDIryThe land describod hereln is situatcd in tho State ofCalifomlq County of Solano, CiU of Fairfield'dosorib€d as follows:Parpel 2, as shown on Parpcl Map of the lands of ths City of Fairliold, filed for rccord August 6'2018, in Book 52 of Parpcl Mapg Pagos 4243,Solano County Rscords.APN: 0180-010-190A-1.Packet Page 65 of 846Attachment 2 Page 35 of 53

5-.-tr,IIIInD-!?4,,,@*,f ltt+p0R. sEcS ,1, 12 & 11, r.4lt., R.JW., )1.0.8. & U.fqkaW180-01Jn76at:tfrn5I/a\9r'- u'IrA\9@IIIII!oI$'.dumt{. lErN.'A'9tf t'. t@'oCI'yrf;FAftTlDEIUU'yr33!3corb ,& n tn n.0tMy ol Sr/rtn. W.I(\II@t@"L-'lo@\turut btci. RL f.!9 qgltrllt lbArhdFFq. lr-ldbhr'ar*rd3-fc*!6Hhhg!-,rgf .. :.'4-2stltFEtlt------Ilz':FrFt------iEiftiF-t-----:nryl Qr-E::--r'--=lBt: -!:tr---T--y.1 rtlffi_*rw.E -lk5ErbSPacket Page 66 of 846Attachment 2 Page 36 of 53

EXHIBIT "8"X'ORM OF GRANT DEEDRECORDING REQUESTED BY:First American Title Insurance CompanySimpliFile Escrow #AND WHEN RECORDED RETI.JRN TO:Scannell Properties # 684, LLC8801 River Crossing Blvd., Suite 300Indianapolis, IN 46240Attn: Courtney Kanzinger, CounselAND MAIL TAX STATEMENTS TO:Scannell Properties # 684,LLC3468 Mt. Diablo Blvd., Suite Bl l5Lafayette, CA 94549Attn: ControllerAPN: 0180-010-190SPA1E AB)VE TIIIS LINE I,ON RECORDER5 UsttThis Document is recorded for the benelit of the City of Falrlield nnd isexempt from recording fees pursuant to Scctions 6103' 27383 end 27388.1of the Californlr Government Code.DOCUMENTARY TRANSFER TAX $=fiptrteA on the consiaeratlon or velus of propertyconveyed; OR. .. Compul€d on lho contldoratlon or value lcse lleng orencumbrances remrlnlng at tlme of sale.SPACETHIS LINE FOR.S USESlgnalure of Declarent or Agentdel€rmlnlng tax -NamsCRANT DEEDThe undersigned grantor(s) declare(s):FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, theC1TY OF FATRFIELD ("GrantoC') hereby GRANTS to SCANNELL PROPERTIES # 684' LLC'a Delaware limited liabiiity company ("Grantee"), the realproperty located in the City of Fairfield,County of Solano, State of California desuibed on Exhibit o'A" attached hereto and made a parthereof.SUBJECT TO, all matters of record and the following:B-l-Packet Page 67 of 846Attachment 2 Page 37 of 53

l. This grant of the Property is subject to the terms of a Disposition and DevelopmentAgreement entered into Uy and between Grantor and Grantee dated as of --, V0-(as therir. *uy have been aminded and assigned, the "DDA") the terms of which are incorporatedherein by reference (and which include the matters described in Sections 2 and 3 below). A copyof the ObA is available for public inspection at the offices of the Grantor at 1000 Webster Street,2nd Floor, Fairfield, CA 94533.2. As provided in, and subject to the provisions contained in, Section 5'2.2 of theDDA, the Grantor shall have the right, at its option, to reenter and take possession of the Propertyhereby conveyed, with all improvements thereon and to terminate 45[ revest in Grantor theProperty hereby conveyed to the Grantee (or its successors in interest).3. The Grantee covenants, for itself and its successors in interest, that other thanPermitted Transfers (as defined in the DDA) there shall be no sale, transfer, assignment,conveyance, lease, pledge or encumbrance of the DDA, or the Property and the Improvementsthereon or any part therlofl, or of ownership interests in the Grantee, in violation of the DDA'which contains iestrictions on the assignment of the DDA and the transfer of its interests in theProperty.4. All covenants contained in this Grant Deed shall be covenants running with theland.lN WITNESS WHEREOF, Grantor has oaused this Grant Deed to be executed as of thisdavof 202CITY OF FAIRFIELD,a municipal corporationPrint Name:Title:ATTEST:City ClerkB-2-Packet Page 68 of 846Attachment 2 Page 38 of 53

A notary public or other ofticcr completingthis certlficate verifies only thc ldentity ofthe individual who signed the document towhich this certificste is sttachcd, and notthe trutht'ulncss, accurscy, or validlty ofthat documcnt.State of CaliforniaCounty of -Onbefore menNotary Public, personally appearedwho iroved to he on thi bliis of satisfactory evidence to be the person(s) whose name(s) iVaresubsoribed to the within instrument and acknowledged to me that he/she/they executed the samein his/her/their authorized oapacity(ies), and that by his/her/their signature(s) on the instrumcnt theperson(s), or the entity upon behalf of which the person(s) acted, executed the instrument.I certifi under PENALTY OF PERIURY under the laws of the State of California that theforegoing paragraph is true and correct.WITNESS my hand and oflicial seal.Signature(Seal)))B-3-Packet Page 69 of 846Attachment 2 Page 39 of 53

EXHIBIT A TO GRANT DEEDLEOAL DBSCRIPTIONThe land describod hereln is situatod in the Strtc of Caltforniq County of Solano, City of Fairficld'dssoribed as follows:parpcl 2, as shown on Parpcl Map of the lands of ths City of Fairfield, filed for rcsod August 6,2018, in Book 52 of Patpel Maps, Pagos 4243, Solano County Rooords.APN: 0180-010-1908.4.Packet Page 70 of 846Attachment 2 Page 40 of 53

r:@*'{'lle.Jtt7IIttntt- rrcR. SECS n, 12 & ll, r.4t{., R.Jw., u.D.B. & U.tq *u dc,80-01tttT6crt60n5IIrA\9.I'. G'@ItIIIIIoI.r$LAndn^t DETHL'A'gDAf t'- tt$f(Jil trF,&'Ei.DEVrcf'f,ilrwrb Xry ec W Pg.OlCorr*l of Sett4 Coff.@IItal-g@' l.1r@Ftlltd W, il, f.A&llft lbailrdFp +. l-- -ll bfrldfrtibr*,r{b.qoIhlB IEk.fhbFib€*G:naPacket Page 71 of 846Attachment 2 Page 41 of 53

EXHIBIT "C"SCHEDULE OF PERFORMANCEThis Schedule of Performance requires the submission of plans or other documents atspecific times. Some of the submissions are not described in the text of the Agreement. Suchpiunr or other documents, as submitted, must be complete and adequate for review by the City orbther applicable governmental entity when submined. Prior to the time set forth for each particularsubmiss'ion, the beveloper shall consult with City staff informally as necessary concerning suchsubmission in order to assure that such submission will be completc and in a proper form withinthe time for submission set forth herein. The dates set forth in this Schedule of Performanceassume that any Improvements (if any) within the portion of the Property currently zoned as OSC(open space conservation) may be constructed with a nationwide permit from the ltty Corps ofbngineers; should an individual permit be required for any such Improvements, the below datesare subject to change.ActionDate / DeadlineItems I - 9 Rehte to Dcveloper Actions andRcqulrements Prior to or through/at the Closeof Escrowl. Ooenine of Escrow. The Parties shalldeliver a copy of this executed Agreementto, and open escrow with, the EsorowHolder.Within five (5) business days after theEffective Date of the Agreement2. Preliminary Proiect Budget. TheDeveloper shall submit a preliminaryProject Budget for the Improvements to theCitv.150 calendar days after the Effective Date3. Preliminary Plans. Developer shall submitpreliminary Plans and Specifications to theCity230 calendar days after the Effeotive Date4. Final Plans and Specifications. TheDeveloper shall submit the Final Plans andSpecifications for City approval.330 calendar days after the Effectivc Date5. Construction Contract. The Developershall enter into the Construction Contractwith the General Contractor for theconstruction of the lmprovements andnotifo the City of the same.Prior and as a condition to thc Close ofEscrow.6. Performance and Paylnent Bonds. 'theDeveloper shalldeliver to the City copiesof the required Financial Security.Prior and as a condition to the Close ofEscrow.c-tPacket Page 72 of 846Attachment 2 Page 42 of 53

ActionDate / Deadline7. Insuranoe. The Developer shall submitevidence of the insurance required bySections 6.1 .l (ii) and (iii) to the Citv.Prior and as a condition to the Close ofEscrow.8. Project Budget. The Developer shallsubmit the Project Budget to City togetherwith reasonable evidence that allequityrequired will bc available at the Closi4E.Prior and as a condition to the Close ofEscrow.9. Buildinq Permits. All conditions to theissuance of the building permit(s) for theProject, and any and all governmentalpermits, consents or authorizationsrequired for the development, construction,operation or use of the Project (excludingcertificates ofoccupancy and the like thatcannot be issued untilcompletion) shallhave been approved/issued.350 calendar days after the Effective Date10. Close of Esorow. The Developer shallpurchase the Property from the City.No later than 365 calendar days afterEffective Date subject to agreement of theoarties or any amendment to the Agreement.Items ll - 14 Relrte to thc Conveyance of the Propertyand Dcveloper Actions nndRequirements After the Closc of EscrowI l. Commencement of Construction.Developer shall commence thelmprovements (with "commence" meaningmobilization to the Project bY theearthwork contractor).30 calendar days after the Closing Date,subject to Force Majeure DelaYs.12. Comoletion of Gradinq. Developer shallsubstantially complete the mass grading forthe Proiect.140 calendar days after the Closing Date,subject to Force Majeure DelaYs.13. Commencement of Vertical Construction.Developer shall commence verticalconstruction (e.g., shall commence pouringofand/or foundations235 calendar days after the Closing Date,subject to Force Majeure DelaYs.14. Oualification for Certificate of Completion.Developer shall have Completed theProject such that the Project shall qualifyfor a Certificate ofNo later than l5 calendar months followingthe Close of Escrow, subject to ForceMajeure Delays.c-2Packet Page 73 of 846Attachment 2 Page 43 of 53

Onc (l) Class A industrial butlding containing not less than 95,000 rpntabls squarc fect, togotherwith'parking aigas, drivc aisles, rclatcd on and off-eito lnfrasfruoturn lmprovemcnts andtanas&ping-as geneially dopioted on the attached oonccptual sitc plan {t ohd htryq (whioh stteptan ir i,uUi* io otrangc (inoludlng without limitatlon with rospeot to location and sizc of ofrloeircas within the buildiig,-looation-and sizo of d*ention basin(s) and numbsr and oricntation ofparking spaoos) based upon uscr nccdg, city focdbaok and dcsign input).EXHIBIT t DttSCOPE OF DEVELOPIIIENTD.lPacket Page 74 of 846Attachment 2 Page 44 of 53

'tta-Conceptual Sitc ltlsnaol64tIIII(\\Ifd6$q\12\\\\\drmrrrn\\\//n*roqoqrqq%+aa,-T-J-n3lcleioC (a l --EiE I6Fi-T ---f-i+I-trSI_T-lt-t-+I-lI-tII--I-lrl--./D-l@Packet Page 75 of 846Attachment 2 Page 45 of 53

EXHIBIT (E"FORM OF CERTIFICATE OF COMPLETIONRECORDINC REQUESTED BY,AND WHEN RECORDED RETURN TO:Scannell Properties #684, LLC8801 River Crossing Blvd., Suite 300Indianapolis, IN 46240Attn: Courtney Kanzinger, CounselAPNs: 0180-010-190SPIICE ABOVI| 7lIIS LINE h-ON RECORDER'St/.rrtThis Document is recorded for thc benelit of the City of Fairfield and lsexempt from recording fees pursuant to Sectlons 6103' 27383 and 27388.1of thc California Government Code.CERTIFICATE OF COMPLETIONTHIScERTlFICATEoFcoMPLETIoN(the..@')ismadebytheCITYoFFAIRFIELD, a municipal corporation (the "City"), in favor of SCANNELL PROPERTIES #684'LLC, a Delaware limited liability company ("!@ll").RECITALSA. City and Scannell have entered into that certain unrecorded Disposition andDevelopment Agrlement (as the same may have been amended and assigned (the "DDA") datedas of , 202_ concerning the development of certain real propertysituut.@alifomia,describedinExhibit..A''attachedhereto(the..fu'').B. As described in Section 3.12 of the DDA, City is required to furnish a Certificateof Completion upon completion of construction of the "Project" (as defined in the.DDA), whichCertificate is reqlired to be in such form as to permit it to be recorded in the Recorder's Office ofSolano County. This Certificate is conclusive determination of satisfhctory completion of theconstruction and development required by the DDA.C. City has conclusively determined that the construction and development of theProject has been satisfactorily completed.NOW, THEREFORE, City hereby certifies as follows:L City does hereby certify that the Project to be constructed under the DDA has beenfully and satisfactorily completed in fullconformance with the DDA.E-lPacket Page 76 of 846Attachment 2 Page 46 of 53

Z. This Ccrtificate shallnot constituto evidencc of oompliancc with or satisfaotion ofany obligation to any holdcr of a mortgagc, or any lnsurct of a mortgagc, scouring moncy loanodtohnancc construotion work on the Slte, or any part thercof.3. This Ccltilioate shall not constltute evidense of oomplianoo with thoso covonantsin ths DDA that suwive ths issuance of this Certificate.4, ThisCsrtlficate isnotaNotlce ofComplotion asrcfsnedto in CaliforniaCivllCodcSection 3093.S. Nothlng oontained ln this insbument shall modifr ! -y othu way any othorprovlsions of the ODA (hcluding without limitation ths attaohmcnts thereto).IN WITNESS WHEREOF, City has oxoouted this Certificate of Completion this - dayof202CITY OF FAIRFIELD,a municipal oorporationBy:Name:Tltle:ATTEST:Clty ClsrkE-2Packet Page 77 of 846Attachment 2 Page 47 of 53

A notary public or other oflicer completing this certificate verifies only the identity of theindividuai who signed the document to which this certificate is attached, and not thetruthfulness, acouracy, or validity of that document.State of CaliforniaCounty of -Onbefore me,(insert name and title ofthe officer)Notary Public, personally appearedwho iroved to me on th; biiis of satisfactory evidence to be tho person(s) whose name(s) is/aresubscribed to the within instrument and acknowledged to mc that he/she/they exeouted the samein hiMrer/their authorized capaoity(ies), and that by his/her/their signature(s) on the instrumcnt theperson(s), or the entity upon behalf of which the person(s) acted, exeouted the instrument.I oertiff under PENALTY OF PERJURY under thc laws of the State of California that theforegoing paragraph is true and conect.WITNESS my hand and officialseal.(Seal)))sE-3Packet Page 78 of 846Attachment 2 Page 48 of 53

EXIIIRIT TO CERTIFICATE OT COMPLETION@The land dessribcd helpin is situatod in the Sbtc of Californiq County of Solano, City of Fairfield'dessribcd as follows:parpel2, as shown on Parpcl Map of the lands of the City of Fairfield, ftled for rpcord August 6,2018, in Book 52 of Parpcl Maps, Pages 4243, Solano County Reoords.APN: 0180-010-190E4Packet Page 79 of 846Attachment 2 Page 49 of 53

IItI@=..t-E&7rr-rFoR. SECS ll, 12 & 11. r.{rv., RJt, u.D.B. & tl.$'.sumfl{ oErAn A'q,rr t' . l(frIq *o dcJn760J!t60n5C.odfiCF&TiI'&TtrilTYrwb ,b n te fuotCarty ol Sr&tr.. W.80-0tIl;r*I@@ItIIIToIr7rIrll@a@,L'lo@\F.nut bdt. Rrf f,A BatItt lblikdFF.f. l---Ibtlra l*rilrr*.rthnlhhi6k,kwibwk,2bPacket Page 80 of 846Attachment 2 Page 50 of 53

EXHIBIT 3.F''FORM OF COMPLETION GUARANTYCOMPLETION GUARANTYTHIS COMPLETION GUARANTY (this "Guaranty"), dated this - day of202_, is made bySCANNELL DEVELOPMENT COMPANY, an lndianacorporation ("Guarantor"), to andfor the benefit of THE CITY oF FAIRFIELD, a municipalcorporation ("City"). Capitalized termsin the Agreement (as defined below).not otherwise defined herein have the meanings specifiedWHEREAS, City andRECITALS:SCANNELL PROPERTIES #6840 LLC, a Delaware limitedliability company ("Developer")arepartiesto that certain Disposition and DevelopmentAgreement with an efTectivc date of202-(as the same may have been amendedand assigned, the "Agreement"), pursuant to which Developerhas agreed to acquire certain landsfrom the City located on Red Top Road (as more particularlyset forth in the Agreement, the'oProperty") and develop certain improvements thereon (as moreAgreement, the "lmprovements"); andparticularly set forth in theWHEREAS, City is unwilling to enter into the Agreement unless Guarantor guaranties.toCity the timely completion of the construction of the Improvements by Developer under theAgreement;AGREEMENT:NOW, THEREFORE, in consideration of the foregoing recitals and to induce City toenter into the Agreement, Guarantor agrees as follows:l. So long as Developer has not rightfully terminated the Agreement pursuant to anexpress termination right contained therein (the "Condition"), Guarantor guarantees to Owner thefufl, prompt and comllete performance and payment of all the present and future obligations,dutiei, covenants, and agreements of Developer contained in Section 3 of the Agreement(collectively, the :'Obligations"). Without limiting the foregoing but subject to the Condition,buarantor shall performl and pay for the Obligations in accordance with, and to the extent requiredby, the Agreemint if Developer shall fail to perform, complete, or pay br such Obligations. Forthe avoidance of doubt, Guaiantor shall not be obligated hereunder if any of the above Conditionis not satisfied.2, Guarantor shall complete all Obligations under this Guaranty strictly in accordancewith the terms and conditions of the Agreement. The provisions of this Guaranty shall apply toall modifications to the Agreement, including changes with respect to the design or constructionof the Improvements. Guarantor further covenants and agrees that this Guaranty shall be andF-lPacket Page 81 of 846Attachment 2 Page 51 of 53

remain in full force and effect as to any renewaln modification, amendment, or extension of theAgreement, and as to any assignee of City's interest or interests under the Agreement.3. Guarantor waives (a) presentment and demand for payment of any indebtedness toDeveloper; and (b) protest and notice of dishonor or default to which Guarantor might otherwisebe entitled under a guaranty.4, This Guaranty is a guaranty of payment and performanoe and not of collection.Guarantor agrecs that it is noi necesiary for City, in order to enforce this Guaranty, to institute suitor exhaust iG legal remedies against Developer; but the sole conditions precedent to enforcementof the obligations of Guarantoi hereunder are (a) the Condition, and (b) that Developer does notpcrform its Obtigations in accordancc with the terms of the Agreemcnt.S. This Guaranty is govemed as to its validity, construction and performance by theintemal taws of the State of California, without regard to its conflict of law provisions.6. Guarantor agrees that this Guaranty is a continuing guaranty and will remain in fullforce and effect until all Obligations under the Agreement have been performed and the City hasissued a Certifioate of Completion for the Improvements.7. This Guaranty is binding upon and inurcs to the benefit of Cuarantor and City andtheir respective successors and assigni; provided, however, that Guarantor shall not assign itsrights oi delegate its obligations under this Guaranty. No modification or amendment of thisG-uaranty is eftective unleis executed by Cuarantor and consented to by City in writing, and nocancellalion of this Guaranty is valid unless executed by City in writing.8. Guarantor has alt rights and defenses that Developer may have to any payment orperformance obligation, except that the liability of Guarantor is not affected by (a) any defensebased upon an eliction of remedies by City that destroys or otherwise impairs the subrogationrights o'f" Cuarantor or the right of Guarantor to proceed against Developer for reimbursement;(bj any duty on the part of City to disclose to Guarantor any facts City may know about Developer,it 6ring agieed that Guarantoi is frlly responsible for being and keeping informed of the financialcondition-of Developer and of all circumstances bearing on the risk of non-payment or non-performancc of the Obligations under the Agreement; (c) any dcfense arising from the bankruptcybr insolvency of Developer; or (d) any assignment or other transfer by Developer of any interestin the Agreement.g. Alt notices required or permitted to be given hereunder shall be in writing anddelivered: (a) in person; (b) by ccrtified or registered first class prepaid U.S. Mail, retum receiptrequested; (cj prepaid by naiionalty-recognized overnight courier service such as FedEx; or (d) viaemail, to ihe pirties at their respective addresses set forth below, or at such other addresses, noticeof which shail previously havi been given to the other party in accordance with this Section 9.Such notices shall be deemed given when: (i) personally delivered; (ii) deposited in the mail orwith such courier service; or 1iiil sent to the receiving party via email, as applicable. In the eventnotice is provided pursuant to subsection (d) above, the party providing such notice shall alsoprovide courtesy cbpies of such notice to the receiving party by any means provided undersubsections (a) through (c) above within two (2) business days thereafter.F-2Packet Page 82 of 846Attachment 2 Page 52 of 53

If to Guarantor:Scannell Development ComPanY8801 River Crossing Blvd., Suite 300Indianapolis, Indiana 46240Attn: Courtney Kanzinger, CounselEmail: [email protected]. Guarantor agrees to deliver to City from time to time, upon not less than twenty(20) business days' prior written request, an estoppel certificate certifring that the Guaranty hasnot been amended and is in full force and effect.11. No provision of this Guaranty or right of City can be waived, nor can Guarantor bereleased from its obligations except in writing signed by City.12, ln the event either party hereto initiates litigation to enforce the terms andprovisions of this Guaranty, the non-prevailing party in such action shall reimburse the prevailingparty for its reasonable atiomey's fees, filing fees, and court costs. The attorneys' fee award shallnot 6e computed in accordance with any court fee schedule, but shall be suoh as to fully reimburseall attorneys' fees incurred by the prevailing party.13. Guarantor represents and warrants that each individual executing this Guaranty onGuarantor's behalf is duly authorized to execute this Guaranty on behalf of such entity.THIS WRITTEN GUARANTY REPRESENTS THE FINAL ACREEMENT BETWEEN THEPARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR'CONTEMPORANEOUS, OR SUBSEQUENT WRITTEN AGREEMENTS OF THE PARTIES.THERE ARE NO UNWRIT"TEN ORAL AGREEMENTS BETWEEN THE PARTIES.@ITIQB:SCANNEL DEVELOPMENT COM PANY,an lndiana corporationBy:Name:Title:F-3Packet Page 83 of 846Attachment 2 Page 53 of 53

Agenda Item No: 8.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution 202312 of the City Council of the City of Fairfield Approving the Equipment Shelter Ground Lease Agreement Between the City of Fairfield and New Cingular Wireless PCS, LLC for a New Cellular Equipment Shelter Located off of Verona Court and Palladio Way, Fairfield, More Commonly Known as APN 0148200570 RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield (City) and New Cingular Wireless PCS, LLC, (AT&T) would like to enter into the proposed Equipment Shelter Ground Lease Agreement (Agreement), allowing AT&T to build and maintain a cellular equipment shelter off of Verona Court and Palladio Way more commonly known as APN 0148200570 (Property).

DISCUSSION
AT&T submitted a request to the City to lease space on the Property for the purpose of building and maintaining a new cellular equipment shelter. The shelter will house all of AT&T’s equipment to support the antennas and radios being installed on the existing Pacific Gas & Electric (PG&E) tower located on the Property. AT&T must present written approval from PG&E before installing any equipment on their tower.

AT&T is requesting a fiveyear lease with four options to extend for an additional five years each. AT&T agrees to obtain all governmental and local approvals prior to commencing construction of the cellular equipment shelter. AT&T will be responsible for all costs associated with the building and maintenance of the cellular equipment shelter, including but not limited to any utility costs for the term of the Agreement.

AT&T will pay the City a monthly rent in the amount of $1,250 beginning on the Commencement Date as defined in the Agreement (Commencement Date). The monthly rent will increase by 3% each year.

AT&T will pay a $2,500.00 deposit to the City within ninety days of the Effective Date of the Agreement (Earnest Money Deposit). AT&T will also make a onetime payment of $3,000 to the City within 90 days Packet Page 84 of 846

Agenda Item No: 8.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution 202312 of the City Council of the City of Fairfield Approving the EquipmentShelter Ground Lease Agreement Between the City of Fairfield and New CingularWireless PCS, LLC for a New Cellular Equipment Shelter Located off of Verona Courtand Palladio Way, Fairfield, More Commonly Known as APN 0148200570RECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEThe City of Fairfield (City) and New Cingular Wireless PCS, LLC, (AT&T) would like to enter into theproposed Equipment Shelter Ground Lease Agreement (Agreement), allowing AT&T to build andmaintain a cellular equipment shelter off of Verona Court and Palladio Way more commonly known asAPN 0148200570 (Property).DISCUSSIONAT&T submitted a request to the City to lease space on the Property for the purpose of building andmaintaining a new cellular equipment shelter. The shelter will house all of AT&T’s equipment to supportthe antennas and radios being installed on the existing Pacific Gas & Electric (PG&E) tower located onthe Property. AT&T must present written approval from PG&E before installing any equipment on theirtower.AT&T is requesting a fiveyear lease with four options to extend for an additional five years each. AT&Tagrees to obtain all governmental and local approvals prior to commencing construction of the cellularequipment shelter. AT&T will be responsible for all costs associated with the building and maintenanceof the cellular equipment shelter, including but not limited to any utility costs for the term of theAgreement.AT&T will pay the City a monthly rent in the amount of $1,250 beginning on the Commencement Date asdefined in the Agreement (Commencement Date). The monthly rent will increase by 3% each year.

The City and AT&T both wish to execute the Agreement.

FINANCIAL IMPACT
AT&T will pay the City a monthly rent in the amount of $1,250, starting on the Commencement Date, and increasing by 3% each anniversary of the Commencement Date for a period of five years. AT&T will also make a onetime payment of $3,000 and the Earnest Money Deposit to the City within 90 days of the Effective Date. The monies collected will be deposited into the General Fund (Fund 011 Responsibility Code 990006505).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
The City Council may choose not to adopt the transaction and terminate the Agreement with the parties.

STAFF CONTACT
Dwayne Dalman, Economic Development Division Manager
(707) 4287649
[email protected]
COORDINATED WITH
City Attorney's Office
ATTACHMENTS:

Description
Attachment 1: Proposed Resolution
Attachment 2: Equipment Shelter Ground Lease Agreement
REVIEWERS:

Reviewer Action Date
Dalman, Dwayne Approved 1/20/2023 12:44 PM
Feinstein, David Approved 1/23/2023 5:56 PM
Beavers, Esther Approved 1/24/2023 10:42 AM
Beavers, Esther Approved 1/24/2023 10:45 AM
Packet Page 85 of 846

CITY OF FAIRFIELD

RESOLUTION NO. 2023-12

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD APPROVING THE EQUIPMENT

SHELTER GROUND LEASE AGREEMENT BETWEEN THE CITY OF FAIRFIELD AND NEW CINGULAR

WIRELESS PCS, LLC FOR A NEW CELLULAR EQUIPMENT SHELTER LOCATED OFF OF VERONA COURT AND PALLADIO WAY, FAIRFIELD, MORE COMMONLY KNOWN AS APN 0148-200-570

WHEREAS, the City of Fairfield is the owner of the property located off of Verona Court and Palladio Way, Fairfield, APN 0148-200-570 (Property); and

WHEREAS, New Cingular Wireless PCS, LLC (AT&T) is requesting to lease a portion of the Property for the purpose of building and maintaining a cellular equipment shelter; and

WHEREAS, AT&T will obtain prior approval from Pacific Gas & Electric (PG&E) to install antennas and radios on PG&E’s existing tower located on the Property; and

WHEREAS, AT&T is requesting a five-year lease with four options to extend for an additional five years each; and

WHEREAS, AT&T agrees to pay the City a monthly rent in the amount of $1,250 with an annual 3% increase; and

WHEREAS, AT&T agrees to pay a one-time payment of $3,000 to the City within 90 days of the Effective Date of the Agreement; and

WHEREAS, AT&T agrees to pay the City a deposit of $2,500 within 90 days of the Effective Date of the Agreement (Earnest Money Deposit); and

WHEREAS, the City and AT&T wish to enter into the Equipment Shelter Ground Lease Agreement (Agreement), as attached hereto.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The City Council hereby approves the Agreement, as attached hereto, with such non-substantive changes as may be approved by the city manager.

Section 2. The city manager is hereby authorized to execute the Agreement and all documents required or contemplated by the Agreement on behalf of the City and to give all consents and approvals contemplated thereby on behalf of the City.

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RES. NO. 2023-12

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PASSED AND ADOPTED this 7th day of February, 2023, by the following vote:

AYES: COUNCILMEMBERS: BERTANI / CARR/ MOY / PANDURO / TONNESEN / VACCARO / WILLIAMS

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR

ATTEST:

____________________________

CITY CLERK

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Agenda Item No: 9.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution 202313 of the City Council of the City of Fairfield Approving the Report of the Advisory Board for Calendar Year 2022 and Proposed Budget for Calendar Year 2023 in Connection with the North Texas Street Business Improvement District; and Resolution 202314 of the City Council of the City of Fairfield Declaring Intention to Levy an Assessment Against Businesses Within the North Texas Street Business Improvement District for Calendar Year 2023 and Setting a Time and Place for Hearing Objections Thereto
RECOMMENDED ACTION
Adopt resolutions.

STATEMENT OF ISSUE
As the Advisory Board to the North Texas Street Business Improvement District (District), the North Texas Street Business Association (Advisory Board) seeks City Council approval of the District’s Annual Report for 2022 and Proposed Budget for Calendar Year 2023 (Report), and declaration of the intent to levy an assessment against businesses within the District for calendar year 2023 and setting the required public hearing for February 21, 2023.

DISCUSSION
In September 1999, the City Council adopted Ordinance 9921, establishing the District and the levy of assessments within the District under the Parking and Business Improvement Law of 1989. Under this law, the process of levying an assessment involves the preparation of a report each year by an advisory board appointed by the council and the holding of a public hearing before levying the assessments. The report must include the expenditure of revenues derived from the levying of assessments, the classification of businesses, the method and basis of levying the assessments, and a description of the improvements and activities to be performed during the year. In November 2000, the council adopted Resolution 2000280, appointing the Advisory Board to make recommendations on the expenditure of revenues derived from the assessments.

The Advisory Board filed the Report on January 12, 2023, with the City Clerk’s Office to comply with the Packet Page 137 of 846

Agenda Item No: 9.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution 202313 of the City Council of the City of Fairfield Approving the Report ofthe Advisory Board for Calendar Year 2022 and Proposed Budget for Calendar Year2023 in Connection with the North Texas Street Business Improvement District; andResolution 202314 of the City Council of the City of Fairfield Declaring Intention to Levyan Assessment Against Businesses Within the North Texas Street BusinessImprovement District for Calendar Year 2023 and Setting a Time and Place for HearingObjections TheretoRECOMMENDED ACTIONAdopt resolutions.STATEMENT OF ISSUEAs the Advisory Board to the North Texas Street Business Improvement District (District), the NorthTexas Street Business Association (Advisory Board) seeks City Council approval of the District’sAnnual Report for 2022 and Proposed Budget for Calendar Year 2023 (Report), and declaration of theintent to levy an assessment against businesses within the District for calendar year 2023 and settingthe required public hearing for February 21, 2023.DISCUSSIONIn September 1999, the City Council adopted Ordinance 9921, establishing the District and the levy ofassessments within the District under the Parking and Business Improvement Law of 1989. Under thislaw, the process of levying an assessment involves the preparation of a report each year by an advisoryboard appointed by the council and the holding of a public hearing before levying the assessments. Thereport must include the expenditure of revenues derived from the levying of assessments, theclassification of businesses, the method and basis of levying the assessments, and a description of theimprovements and activities to be performed during the year. In November 2000, the council adoptedResolution 2000280, appointing the Advisory Board to make recommendations on the expenditure ofrevenues derived from the assessments.

The Advisory Board filed the Report on January 12, 2023, with the City Clerk’s Office to comply with the abovenoted requirements. The Report indicates that approximately $58,000 is anticipated from assessments in 2023. The proposed activities reflect Advisory Board organizational style actions, including membership services, beautification of the District, and economic restructuring activities that focus on recruiting new businesses, retaining viable businesses, and creating a dynamic business district. The proposed 2023 assessment amount against each business will remain the same as that assessed initially in 2000.

Staff recommends that the council declare its intention to levy an assessment against businesses within the District for the calendar year 2023, and set the February 21, 2023 council meeting as the date and place for the public hearing on this matter.

At the council meeting of February 21, 2023, staff intends to submit for council review and approval a contract between the City and the Advisory Board to provide the activities and services proposed in the Report.

FINANCIAL IMPACT
No City funds are involved. The 2023 District assessments are estimated to be approximately $58,000 and deposited in the NTBID Assessments Fund (Fund 583, Organization Code 99000).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
The Advisory Board approved the report at its special meeting of January 11, 2023.

ALTERNATIVE ACTION
The council may elect to modify or not take action on the recommendations of the Advisory Board report.

STAFF CONTACT
Dwayne Dalman, Economic Development Manager
(707) 4287649
[email protected]
COORDINATED WITH
ATTACHMENTS:

Description
Attachment 1: Proposed Resolution Approving Report & Budget, with attached North Texas Street Business Improvement District Advisory Report for 2022 & Proposed Budget for Calendar Year 2023
Attachment 2: Proposed Resolution of Intention to Levy Assessment and Setting Hearing REVIEWERS:

Reviewer Action Date
Dalman, Dwayne Approved 1/18/2023 7:23 PM
Feinstein, David Approved 1/18/2023 9:08 PM
Beavers, Esther Approved 1/19/2023 11:31 AM
Beavers, Esther Approved 1/19/2023 11:31 AM
Packet Page 138 of 846

CITY OF FAIRFIELD

RESOLUTION NO. 2023-13

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD APPROVING THE REPORT OF THE ADVISORY BOARD FOR CALENDAR YEAR 2022 AND PROPOSED BUDGET FOR CALENDAR YEAR 2023 IN CONNECTION WITH THE NORTH TEXAS STREET BUSINESS IMPROVEMENT

DISTRICT

WHEREAS, the Parking and Business Improvement Area Law of 1989 (Law), California Streets and Highways Code Sections 36500, et seq., authorizes the City Council to levy an assessment against businesses within a parking and business improvement area, in addition to any assessments, fees, charges, or taxes imposed in the city; and

WHEREAS, the Law requires the council to appoint an advisory board, which shall make recommendations to the council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments; and

WHEREAS, by Resolution 2000-280, the council appointed the North Texas Street Business Association to serve as the Advisory Board (Advisory Board) for the North Texas Street Business Improvement District (District); and

WHEREAS, the Advisory Board has prepared a report entitled “North Texas Street Business Improvement District Advisory Report for 2022 and Proposed Budget for Calendar Year 2023” (Report), attached hereto as Exhibit A, which reports on the District’s 2022 activities and details the proposed levy of an assessment against businesses in the District and the District’s plans for calendar year 2023; and

WHEREAS, the Advisory Board submitted the Report, and it was certified by the Fairfield city clerk on January 12, 2023.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. In accordance with Section 36533 of the Law, the Advisory Board has prepared and filed with the City Clerk’s Office, and the city clerk has presented to the council the Report, attached hereto as Exhibit A, which contains the proposed budget for 2023.

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RES. NO. 2023-13

Page 2 ends

Section 2. The council has examined and reviewed the Report, and such Report is hereby approved as filed.

PASSED AND ADOPTED this 7th day of February, 2023, by the following vote:

AYES: COUNCILMEMBERS: BERTANI/CARR/ MOY / PANDURO / TONNESEN / VACCARO /WILLIAMS

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR

ATTEST:

______________________________

CITY CLERK
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CITY OF FAIRFIELD

RESOLUTION NO. 2023-14

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD DECLARING INTENTION TO

LEVY AN ASSESSMENT AGAINST BUSINESSES WITHIN THE NORTH TEXAS STREET BUSINESS IMPROVEMENT DISTRICT FOR CALENDAR YEAR 2023 AND SETTING A TIME AND PLACE FOR

HEARING OBJECTIONS THERETO

WHEREAS, the boundaries of the District are generally described to include all properties abutting North Texas Street and Texas Street between Clay Street to the south and Nelson Road to the north as well as certain properties abutting these core properties. A map showing the boundaries of the District and properties which are included in the District is on file in t he City Clerk’s Office and is open to public inspection; and

WHEREAS, in accordance with Section 36533 of the Law, the Advisory Board prepared and filed with the City Clerk’s Office a report entitled, “North Texas Street Business Improvement District Advisory Report for 2022 and Proposed Budget for Calendar Year 2023” (Report), and by previous resolution, the council preliminarily approved the Report as filed. Said Report is on file in the City Clerk’s Office and is open to public inspection.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The council hereby declares its intention, in addition to any assessments, fees, charges or taxes imposed by the City, to levy and collect an assessment against businesses within the District for calendar year 2023 (commencing January 1, 2023 and ending December 31, 2023).

Section 2. The council hereby declares that, as provided by Law, the types of improvements and activities to be funded by the levy of an assessment against businesses within the District are as follows:

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RES. NO. 2023-14

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(a) The acquisition, construction, installation, or maintenance of tangible property with a useful life of five years or more, including, but not limited to, the following:

 benches
 trash receptacles
 decorations
 permanent landscaping

(b) Promotion of public events which benefit businesses in the District and which take place within public places within the District
(c) Furnishing of music in any public place in the District (d) Activities that benefit businesses located and operating in the District

Section 3. New businesses established in the District after January 1, 2023, shall be exempt from the levy of the assessment for the calendar year 2023.

Section 4. The council hereby fixes the time and place for a public hearing on the proposed levy of an assessment against businesses within the District for the calendar year 2023 as follows:

TIME: 6:00 p.m.

DATE: February 21, 2023
PLACE: City Council Chamber, 1000 Webster Street, Fairfield, CA

At the public hearing, the testimony of all interested persons regarding the levy of an assessment against businesses within the District for the calendar year 2023 shall be heard. A protest may be made orally or in writing by any interested person.

Any protest pertaining to the regularity or sufficiency of the proceedings must be in writing and shall clearly set forth the irregularity or defect to which the objection is made.

Every written protest must be filed with the City Clerk’s Office at or before the time fixed for the public hearing. The council may waive any irregularity in the form or content of any written protest and, at the public hearing, may correct minor defects in the proceedings. A written protest may be withdrawn in writing at any time before the conclusion of the public hearing.

Each written protest must contain a description of the business in which the person subscribing to the protest is interested sufficient to identify the business , and if a person subscribing is not shown on the official records of the City as the owner of t he business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business.

A written protest, which does not comply with the requirements set forth in this paragraph, will not be counted in determining a majority protest (as defined below).

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RES. NO. 2023-14

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If, at the conclusion of the public hearing, written protests are received from the owners of businesses in the District which will pay 50% or more of the assessments proposed to be levied, and protests are not withdrawn so as to reduce the protests to less than that 50% (i.e., there is a majority protest), no further proceedings to levy the proposed assessment, as contained in this resolution of intention, shall be taken for a period of one year from the date o f the finding of a majority protest by the council.

If the majority protest is only against the furnishing of a specified type or types of improvement or activity within the District, those types of improvements or activities shall be eliminated.

Section 5. For a full and detailed description of the improvements and activities to be provided for the calendar year 2023, the boundaries of the District, and the proposed assessments to be levied against the businesses within the District for the calendar year 2023, reference is hereby made to the Report of the Advisory Board. The Report is on file with the City Clerk’s Office and open to public inspection.

Section 6. The city clerk is hereby authorized and directed to provide notice of the public hearing in accordance with the law.

PASSED AND ADOPTED this 7thday of February, 2023, by the following vote:

AYES: COUNCILMEMBERS: BERTANI / CARR / MOY / PANDURO / TONNESEN / VACCARO /WILLIAMS

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR

ATTEST:

______________________________

CITY CLERK
Packet Page 143 of 846Attachment 2 Page 3 of 3

Agenda Item No: 10.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution 202315 of the City of Fairfield Approving Amendments to the Economic Development Revolving Loan Program Guidelines and Authorizing the City Manager to Make any Further Amendments to the Guidelines as Needed and to sign any Documents or Contracts Associated with the Program
RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Approve resolution to amend the Economic Development Revolving Loan (ED RLF) Program Guidelines.

DISCUSSION
In 2002 the City of Fairfield (City) established the ED RLF Program. The ED RLF Program utilizes a setaside of Community Development Block Grant (CDBG) Program funds to provide loans to small businesses in the City that are looking to expand their business.

The City receives funds annually from the U.S. Department of Housing and Urban Development (HUD) as an entitlement city under the CDBG Program. The CDBG Program is the principal Federal program to provide grants to localities to improve the physical, economic, and social conditions of their communities. The program focuses on developing viable urban communities by providing decent housing, a suitable living environment, and expanded economic opportunities to low and moderate income persons.

HUD allows the CDBG program to support Economic Development through loans or grants. Since its inception, the City's ED RLF program has provided loans. The loans were intended to promote economic growth within low and moderateincome communities and to increase job retention of lowto moderateincome individuals. However, many businesses have elected not to use the program due to the strenuous federal requirements attached to the program. Consequently, the City proposes to close the program and redirect the resources to other priority needs, such as housing for the homeless.

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Agenda Item No: 10.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution 202315 of the City of Fairfield Approving Amendments to the EconomicDevelopment Revolving Loan Program Guidelines and Authorizing the City Manager toMake any Further Amendments to the Guidelines as Needed and to sign anyDocuments or Contracts Associated with the ProgramRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEApprove resolution to amend the Economic Development Revolving Loan (ED RLF) ProgramGuidelines.DISCUSSIONIn 2002 the City of Fairfield (City) established the ED RLF Program. The ED RLF Program utilizes asetaside of Community Development Block Grant (CDBG) Program funds to provide loans to smallbusinesses in the City that are looking to expand their business. The City receives funds annually from the U.S. Department of Housing and Urban Development (HUD)as an entitlement city under the CDBG Program. The CDBG Program is the principal Federal programto provide grants to localities to improve the physical, economic, and social conditions of theircommunities. The program focuses on developing viable urban communities by providing decenthousing, a suitable living environment, and expanded economic opportunities to low and moderateincome persons.HUD allows the CDBG program to support Economic Development through loans or grants. Since itsinception, the City's ED RLF program has provided loans. The loans were intended to promoteeconomic growth within low and moderateincome communities and to increase job retention of lowtomoderateincome individuals. However, many businesses have elected not to use the program due to the strenuous federal requirements attached to the program. Consequently, the City proposes to close the program and redirect the resources to other priority needs, such as housing for the homeless.

This program amendment allows the City to update the guidelines to reflect HUD's latest regulations.

The current guidelines have not been updated since 2002. The program amendment also allows the two businesses currently using the program to obtain economic relief and not be saddled with longterm debt. If the businesses can demonstrate that they have met the national objectives for the CDBG Program for at least two years, their loans will be forgiven.

The City, therefore, recommends that the proposed guidelines are approved to bring the ED RLF program in compliance with HUD regulations and provide economic relief to the two remaining businesses on the program subject to their compliance with CDBG national objectives.

FINANCIAL IMPACT
The amendment will convert the repayable loan to a grant that provides economic relief to Fairfield businesses. Further, the loan funds will not be returned to the CDBG accounts negatively impacting the City's ability to meet CDBG timeliness objectives.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
Met with CDBG Advisory Committee on January 18, 2023.

ALTERNATIVE ACTION
The City Council may choose not to approve this amendment. However, this action would require the City to continue an undersubscribed program and reduce funding that could positively impact the City's ability to address one of its top priorities, homelessness. Further, not approving this amendment could negatively contribute to the City meeting CDBG timeliness requirements and having noncompliant ED RLF guidelines.

STAFF CONTACT
LaTanya Terrones, Management Analyst Senior
(707) 4287454
[email protected]
COORDINATED WITH
City Attorney's Office, City Manager's Office
ATTACHMENTS:

Description
Proposed Resolution
Updated Guidelines
REVIEWERS:

Reviewer Action Date
MayaGuerrero, Iris Approved 1/18/2023 12:26 PM
MayaGuerrero, Iris Approved 1/18/2023 12:26 PM
MayaGuerrero, Iris Approved 1/18/2023 12:27 PM
Beavers, Esther Approved 1/18/2023 2:09 PM
Beavers, Esther Approved 1/18/2023 2:26 PM
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CITY OF FAIRFIELD

RESOLUTION NO. 2023-15

RESOLUTION OF THE CITY OF FAIRFIELD APPROVING AMENDMENTS TO THE ECONOMIC

DEVELOPMENT REVOLVING LOAN PROGRAM GUIDELINES AND AUTHORIZING THE CITY

MANAGER TO MAKE ANY FURTHER AMENDMENTS TO THE GUIDELINES AS NEEDED AND TO

SIGN ANY DOCUMENTS OR CONTRACTS ASSOCIATED WITH THE PROGRAM

WHEREAS, the Economic Development Revolving Loan Fund (ED RLF) was established on May 20, 2002, to address the capital improvement needs of small businesses in the City of Fairfield; and

WHEREAS, the ED RLF is funded by the Community Development Block Grant (CDBG) Program awarded to the city by the U.S. Department of Housing and Urban Development (HUD); and

WHEREAS, amending the ED RLF program guidelines brings the guidelines to align with HUD regulations.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. It is hereby resolved that the ED RLF guidelines are amended to reflect HUD regulations

Section 2. It is hereby resolved that the city manager is authorized to sign any and all documents and contracts related to the ED RLF Program and to make any and all future changes to the ED RLF guidelines.

PASSED AND ADOPTED this 7th day of February, 2023, by the following vote:

AYES: MEMBERS: MOY / BERTANI / CARR /PANDURO / TONNESEN/ VACCARO / WILLIAMS

NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

_________ _____________________________________________ MAYOR

ATTEST:

____________________________

CITY CLERK
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CITY OF FAIRFIELD

REVOLVING LOAN FUND MANUAL

Revised 2/7/2023
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CITY OF FAIRFIELD

REVOLVING LOAN FUND MANUAL

TABLE OF CONTENTS

SECTION PAGE

1.0 INTRODUCTION .......................................................................................... 1

2.0 PURPOSE AND OBJECTIVES .................................................................... 1

2.1 Purpose

2.2 Economic Objectives/Benefits

2.3 National Objectives of Department of Housing
and Urban Development

2.4 Source of Funding

3.0 DESCRIPTION OF PROGRAM ................................................................... 2

3.1 Guidelines and Features

3.2 General Administrative Features

3.3 Project Evaluation Criteria

3.4 General Credit Requirements

3.5 Loan Packaging

3.6 Loan Review

3.7 Length of Review Process

3.8 Fees

3.9 Linking Jobs with the Long-Term Unemployed

4.0 ELIGIBILITY ................................................................................................. 6

4.1 Eligible Applicants

4.2 Eligible Uses

4.3 Ineligible Uses

4.4 Eligible Costs

4.5 Ineligible Costs

5.0 ROLES OF PARTICIPANTS ........................................................................ 7

5.1 Role of the City's RLF Staff

5.2 Role of the Workforce Investment Board

5.3 Role of the Loan Collections Agent

6.0 LOAN SELECTION AND APPROVAL ......................................................... 9

6.1 Process

6.1.1 Marketing

6.1.2 Evaluation

6.1.3 Conflict of Interest

6.2 Procedure

6.2.1 Use of Funds

6.2.2 Prevailing Wage Laws

6.2.3 Application

6.2.4 Review and Decision

6.2.5 Loan Closing
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Revised 5/20/2002

CITY OF FAIRFIELD REVOLVING LOAN FUND

1.0 INTRODUCTION

The City of Fairfield Revolving Loan Fund (RLF) is de signed to address the critical capital requirements of small businesses. Funded through the Community Development Block Grant (CDBG) Program, the RLF will create jobs and increase the diversity of Fairfield's economic base by offering low-interest financing for commercial and industrial projects within the City of Fairfield. A revolving loan fund is a program in which loan repayments are "revolved" or recycled to be lent again in the same program.

Therefore, the initial funds that capitalize the RLF will be used again to create and retain additional jobs, assist more businesses and provide significant benefits beyond the RLF's initial loans.

2.0 PURPOSE AND OBJECTIVES

2.1 Purpose

The RLF is designed to provide no more than one-half of a project's total financing requirements. The CDBG funds will provide the necessary "gap" funds that allow a project to proceed. In particular, the program is targeted to healthy small businesses, the ones with the greatest potential for long-term job creation.

The goal of the RLF is to assist businesses who wish to start up, expand and/or locate in the City of Fairfield, thereby creating additional employment. RLF funds will be lent to businesses that create new employment opportunities for low/moderate income persons. On a case-by-case basis, job retention projects will be considered provided the business satisfactorily documents that it would have to close its doors or leave Fairfield without the CDBG assistance. The RLF loan proceeds can be used to finance the acquisition, construction, or rehabilitation of real property, installing commercial or industrial buildings, structures and other real property equipment and improvements, fixtures and equipment that is an integral, for working capital, real estate operating lease payments, tenant improvements, or any other miscellaneous use reasonably comparable thereto, which is allowed pursuant to CDBG Guidelines, and which does not conflict with the “Ineligible Uses” outlined in Section 4.3 herein.

2.2 Economic Objectives/Benefits

The following elements will receive consideration in the selection of loans for the RLF program:

1. Existence of a financial "gap" that hinders a firm's ability to expand and a finding that the loan is appropriate.

2. The potential for long term expan sion of production and employment.

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3. Linkages with the area's existing economy that would permit a business to absorb displaced or underemployed skilled workers in the area labor fo rce or to benefit related businesses.

4. Related public benefits arising from the project.

2.3 National Objectives of Department of Housing and Urban Development

1.  All Economic Development Revolving Loan Projects must meet one of HUD’s National Objectives:Benefit to Low-Moderate Income (LMI) Persons;
 Aid in the prevention or elimination of slums or blight; or  Meet a need having a particular urgency (referred to as ugent need).

LMI Benefit National Objective

Economic activities that benefit an LMI area may qualify under the Area Benefit category of the LMI benefit national objective. For example if the grantee is funding a grocery store in a neighborhood that is at least 51 percent LMI, the activity m ay qualify as an area benefit. –If this criterion is used to qualify the activity, the grantee must document the service area of the business and then demonstrate through Census/American Community Survey or survey data that 51 percent of the residents are LMI.

Additionally, the LMI Limited Clientele category may be used to qualify certain economic development activities under the LMI Benefit national objective.

For example, microenterprise activities may be undertaken under the LMI Limited Clientele category if the owner of the business is LMI. If this criterion is used, then the grantee must document the income of the business owner.

Also, job training and placement or other employment support services such as peer counseling, child care and transportation may qualify under the LMI Limited Clientele category if at least 51 percent of the persons benefiting from the activi ty are LMI.

Finally, economic activities designed to create or retain permanent jobs, at least 51 percent of which (computed on a full-time equivalent basis) will be made available to or held by LMI persons may qualify under the Job Creation or Retention category of the LMI Benefit national objective. –The following requirements must be met for jobs to be considered created or retained.
 If grantees fund activities that create jobs, there must be documentation indicating that at least 51 percent of the jobs will be held by, or made available to, LMI persons.
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 For funded activities which retain jobs, there must be sufficient information documenting that the jobs would have been lost without the CDBG assistance and that one or both of the following applies to at least 51 percent of the jobs:•  The job is held by a LMI person; or•
 The job can reasonably be expected to turn over within the following two years and steps will be taken to ensure that the job will be filled by, or made available to, a LMIperson.
 The following requirements apply for jobs to be considered available to or held by LMIpersons.
 Created or retained jobs are only considered to be available to LMI persons when:
o (a) Special skills that can only be acquired with substantial training or work experience or education beyond high school ar e not a prerequisite to fill such jobs, or the business agrees to hire unqualified per sons and provide training;
o and(b) The grantee and the assisted business take actions to ensure that LMI persons receive first consideration for filling such jobs. o Created or retained jobs are only considered to be held by LMI persons when the job is actually held by a LMI person.
o In determining whether a job is made available to or held by a LMI person, grantees may presume that a person is LMI if:
  He/she resides in a Census tract that meets certain requirements (see below); or
 He/she resides in a Census tract with at least 70 percent LMI persons; or
 The assisted business is located in an eligible Census tract (see below) and the job will be located within that same Census tract.  An eligible Census tract is one that is located within a Federally- designated Empowerment Zone or Enterprise Community or a Census tract that:
o (a) Has a poverty rate of at least 20 percent;
o (b) Does not include part of a central business district (unless the Census tract has a poverty rate of at least 30 percent); and
o (c) Evidences pervasive poverty and general distress
by meeting at least one of the following criteria:
 (i) All block groups in the Census tract have
20 percent or greater poverty rates;
 (ii) The activity is undertaken in a block group
with a 20 percent or greater poverty rate; or
 (iii) HUD determines that the tract shows other
signs of distress (e.g., crime, homelessness,
deteriorated housing, etc.) –
For job training, job placement and other employment support services, the CDBG regulations provide certain circumstances in which these activities can be considered to meet the LMI limited clientele national objective even when the percentage of persons assisted is less than the 51 percent threshold. The special circumstances under which this is allowed are:
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 Where job training or the provision of supportive services is used to assist businesses, the only use of CDBG funds in the activity is for the job training and/or supportive services; and
 The proportion of the total cost of the job training or supportive services to be paid with CDBG funds is not greater than the proportion of the total number of assisted LMI persons.
 As a general rule, each assisted business shall be considered to be a separate activity for purposes of determining whether the activity qualifies.  –

Slum/Blight National Objective

Economic development activities, such as commercial rehabilitation, which aid in the prevention or elimination of slums or blight in a designated area may qualify under the Area Slum/Blight national objective.

In order to qualify under this national objective category, the economic development activity must take place in an area that:
 The designated area in which the activity occurs must meet the definition of a slum, blighted, deteriorated or deteriorating area under state or local law;
 Additionally, the area must meet either one of the two conditions specified below:
 Public improvements throughout the area are in a general state of deterioration; or
 At least 25 percent of the properties throughout the area exhibit one or more of the following:
o (a) Physical deterioration of buildings/improvements; o (b) Abandonment of properties;
o (c) Chronic high occupancy turnover rates or chronic high vacancy rates in commercial or industrial buildings;
o (d) Significant declines in property values or abnormally low property values relative to other areas in the community; or o (e) Known or suspected environmental contamination.

Documentation must be maintained by the grantee on the boundaries of the area and the conditions that qualified the area at the time of its designation. The designation of an area as slum or blighted must be re-determined every 10 years for continued qualifications.

As stated above, qualified activities must address the identified co nditions that contributed to the slum and blight.

Under the Spot Basis category of the Slum/Blight national objective , activities such as acquisition, clearance and building rehabilitation may be undertaken.

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–When rehabilitation is categorized under the Spot Basis category, it must meet the following requirements:

 The rehabilitation must eliminate specific conditions of blight or physical decay on a spot basis, i.e., not be located in a designated slum and blight area; and
 The rehabilitation must be limited to only those conditions that are detrimental to public health and safety.

2.4 Source of Funding

The source of funding for the RLF is the CDBG Program of the federal Department of Housing and Urban Development. Loans are not funded from t he City's General Fund.

3.0 DESCRIPTION OF PROGRAM

3.1 Guidelines and Features

1. The City of Fairfield will issue loans that may be forgivable as grants after the business has met the National Objective of job creation or retention of low-to -moderate income individuals according to its employment agreement within 2 years. Recipients are responsible for submitting the proper verification of how they met this National Objective on an annual basis. The must submit a written request for loan forgiveness once the National Objective has been met.
a. Should the organization not meet the National Objective within 2 years, they will be subject to the full loan term and payments assigned for the life of the loan.

1. Typical Loan Amount: The typical RLF loan amount shall be between $50,000 and $100,000, however the maximum loan amount shall be determined by the number of jobs created or retained. Minimum loan amount shall be $50,000.

2. Leveraging: The goal of the RLF is to generate a minimum of one dollar ($1) of private investment to each RLF dollar lent. Private investment may be either debt (including SBA loans) or owner equit y (cash and/or, in the case of construction projects, land). Eligible expenditures made by the loan applicant prior to the RLF loan award may be counted when included in the loan application and made up to 120 days of submittal. Such expenditures may be counted toward the total project cost, but shall not be reimbursed with RLF funds.

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3. Loan Terms: The loan terms shall be 7 to 10 years, depending on the asset being financed, the financial gap, the demonstrated need for the RLF funds, and the site control term.

4. Interest Rate: The interest rate shall be six percent (6%), unless the particular needs of the business dictate a different interest rate. The final rate will take into account the Borrower’s loan servicing fees. To compensate for any loan servicing fee that is in excess of $11.50, the Borrower’s final interest rate will be reduced accordingly, and by no more than .25 percent.

5. Loan Review Fee: The loan review fee shall be $400.

6. Prepayment Penalty: None

7. Deferral of Payments: On a case-by-case basis, payments may be deferred if warranted by the financial needs of the business.

8. Job Creation/Retention: According to 24 CFR 570.209(b)(1)(i) At least one full time equivalent (1,750 hours per year) job shall be created within two years for every $35,000 RLF funds lent. For the RLF portfolio as a whole, at least 51% percent of jobs created/retained shall be for low/moderate income persons.

9. Collateral Requirements: All RLF loans shall be secured by collateral in order to maintain the RLF program. No unsecured loans shall be made.

Required collateral may include the following:

a) Liens on real property
b) Deeds of trust
c) Liens on machinery, equipment and other fixtures
d) Lease assignments, as appropriate
e) Personal or corporate guarantees, as appropriate
f) "Key man" life insurance
g) Other collateral, as appropriate

3.2 General Administrative Features

General features of the program include:

1. Confidentiality of client financial information, as allowed by law governing public information.

2. Equal Opportunity/Affirmative Action Policy.

3. Attorney review of all contracts and legal forms.

4. Monitoring and reporting forms.

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5. Collection and foreclosure policy.

6. Compliance with HUD program regulations.

The Department of Planning and Development will be responsible for overall project marketing, loan evaluation, loan packaging and monitoring.

3.3 Project Evaluation Criteria

1. Project must create or retain one permanent full time equivalent (FTE) job for each $35,000 lent.

2. Project must meet a CDBG national objective. Specifically, project should principally benefit low/moderate income persons. At the discretion of RLF staff, projects satisfying a different CDBG national objective may apply to the program.

3. Business must meet the SBA definition of a small business. In general, the following maximum thresholds apply:

Retail: $3.5 million in average annual sales over the last three years Wholesale: 100 employees
Manufacturing: 500 employees

4. Business must obtain a Bank Commitment Letter or document sufficient equity for balance of project funding.

3.4 General Credit Requirements

A loan applicant must:

1. Be of good character.

2. Show ability to operate the business successfully, particularly regarding start-up businesses.

3. Have enough equity or borrowing ability to operate, with the RLF loan, on a sound financial basis.

4. Show the proposed loan is of sound value or reasonably secured as to assure repayment.

5. Show that the past earning record and future prospects of the firm indicate ability to repay the loan and other fixed debt, if any, out of the profits.

3.5 Loan Packaging

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The staff of the Department of Planning and Community Development Department will be responsible for RLF loan packaging activities, including review of all proposals presented to the Loan Advisory Board (LAB). At the discretion of RLF staff, oth er arrangements, such as contracting with a consultant for loan packaging services, may be undertaken. RLF loan packaging activities will include compliance with 24CFR570.209(a) guidelines for evaluating project costs and financial requirements.

3.6 Loan Review

The LAB shall be responsible for reviewing funding proposals and making recommendations to City staff. The Director of Planning and Community Development will make the final decision on approval or denial of all loan applications submitted, including terms and conditions of loan agreements. The LAB shall be comprised of at least three (3) members, including one City staff member and one representative of the Fairfield business community The LAB shall be comprised of at least three (3) members, which may include one City staff member and one representative of the Fairfield business community. All projects meeting the established criteria shall be brought before the LAB.

3.7 Length of Review Process

On average, the RLF review process takes six to eight weeks from submittal of a complete loan application to LAB review. Loan funds can be disbursed two or three weeks after signing the RLF documents. Final approval will be contingent upon receipt of private lender and/or SBA approval (Bank Commitme nt Letter), as appropriate.

Every effort will be made to facilitate the funding process to coincide with the receipt of private lender funds and the project's requirements.

3.8 Fees

The applicant will pay to the City $400 for formal review (including de velopment of project summaries and recommendations) of each loan application received when notified of loan being complete. This fee will be reimbursed to the applicant if the LAB reviews and denies the loan application. Fees received by the City from lo an application and/or loan proceeds will be accounted as applicable credits and not program income.

Any out-of-pocket expenses (i.e., title search, appraisal, etc.) will be borne by the applicant.

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3.9 Linking Jobs With Low/Moderate Income Persons

The City works closely with the Solano County Workforce Investment Board (WIB) Workforce Development Board (WBD) to support the Workforce Investment Act (WIA) programs and services that provide assistance to long-term unemployed and low- income persons. With the assistance of the California State Employment Development Department (EDD) the City and the WIB WDB regularly promote training activities and the local labor market to potential employers in the area. Early and consistent WIB WDB and EDD involvement with each loan applicant will be an integral policy of the RLF program.

The training programs operating in Solano County constitute a primary vehicle for ensuring that low/moderate income persons and the long-term unemployed are linked with the jobs created through the RLF program. These programs provide training and can be custom-tailored specifically to meet a company's needs. Loan recipients in the RLF will be provided with a detailed description of the services and financial benefits of participation in the WIA program and will be referred to the WIB WDB and EDD. The City will use cooperative agreements with these agencies to refer all borrowing companies to the WIA program for prospective employers. All loan recipients will be required to sign a Loan Agreement. This Loan Agreement includes a Non -Financial Employment Plan Agreement, which lists specific jobs to be created wi th RLF funds and designates the WIB WDB and/or EDD as the primary personnel resources for all available hourly (non-exempt) positions.

In addition, employers will be required to collect and report income information from employees not hired through the WIA program.

4.0 ELIGIBILITY

4.1 Eligible Applicants

Eligible applicants include on-going and start-up private, for-profit small business concerns, corporations, partnerships, sole proprietorships, and cooperatives located in or expanding to Fairfield who meet SBA definitions of a small business.

4.2 Eligible Uses

1. Assist projects that will contribute to economic development an d job creation/retention.

2. Assist commercial and industrial projects.

3. Provide permanent or take-out financing for eligible costs.

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4.3 Ineligible Uses

1. Projects that are not located within the City of Fairfield.

2. Projects on which there is not reasonable assurance of repayment of the proposed loan.

3. Projects that would create conflict of interest pursuant to California Government Code §87100 et. seq. for any current Department of Planning and Development employee or Loan Advisory Board (LAB) member.

4. Projects that do not meet a national objective of the CDBG program and/or that constitute an ineligible activity under HUD CDBG regulations.

4.4 Eligible Activities

1. Special Econcomic Development Activities ( 24 CFR 570.203) Acquisition,constrctuion, reconstruction, rehabilitation or installation of commercial or industrial building, structures, and other real property equipment and improvements, including railroad spurs or similar activities.

2. Microenterprise Activities (HCDA SECTION 105(A)(22)
a. Funds can be used to provide assistance to microenterprises, which are defined as a commercial enterprise that has five or few employees, or or more of whom owns the enterprise.
b. Eligible activities include the provision of:
i. Financial support;
ii. Technical assistance;
iii. General support; and
iv. Training and technical assistance or other support services to increase the capacity of borrowers to carry out
microenterprise activities

3. Commercial Rehabilitation [HCDA Section 105(a)(4)and (14)  These are activites that are designed to bring commercial structures up to code or improve their facades.If the commercial structures is owned by a private, for-profit entite, the following limitations apply:
o Rehabilitation is limited ot the exterior of the building and the correction of code violations; and
o Any other improvements are carried out under the special economic development activities category.

4. Public Facilities Improvements [HCDA Section 105(a)(2)] These are public works that support economic development endeavo rs. Public works facilities and improvements include infrastructure projects such as off -site water, sewer, roads, drainage, railroad spurs and other types of public facilties improvements.

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1. 4.5 Ineligible activities

As a general rule anything not stated above as eligible should be considered ineligible.

24 CFR 570.207 stipulate that the following activities may not be associated with CDBG funds:

 Buildings for the general conduct of government are ineligible.

However, the removal of architectural barriers from government buildings is eligible under the category of public facilities and improvements.
 General government expenses
 Financing for political activities or to engage in other partisan political activities are ineligible. However, a facility assisted with CDBG funds may be used on an incidental basis to hold political meetings, candidate forums, or voter registration campaigns, if the building is available to all community organizations on an equal basis.

Per the entitlement regulations, the following activities may not be assisted with CDBG funds unless authorized as a special economic development activity or when carri ed out by a Community-Based Development Organization (CBDO)
 Purchase of equipment is generally ineligible; however:
o Compensation for the use of construction equipment through leasing, depreciation, or use allowances is eligible.
o Fire protection that is considered an integral part of public facilities is eligible. This includes fire engines and specialized tools such as “jaws of life” and life-saving equipment as well as protective clothing worn by fire fighters.
 Purchase of personal property, including equipment, fixtures, motor vehicles, furnishings, or other personal property is generally ineligible.  Operating and maintenance expenses (of public facilities, improvements, and services)
o Specific exceptions to this general rule are operating and maintenan ce expenses associated with public service activities, interim assista nce, and office space for program staff employed in carrying out the CDBG program.
 New housing construction except under certain conditions or when carried out by a 105(a)(15) NPDO.
 Income payments made to an individual or family for items such as food, clothing,housing, or utilities are ineligible. One-time grants, emergency type Packet Page 159 of 846Attachment 2 Page 13 of 19

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grants, or loans for such purposes may be eligible under the category of public services.

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5.0 ROLE OF THE PARTICIPANTS

5.1 Role of the City's RLF Staff

The City RLF staff will make daily decisions called for or implied regarding the activities described in preceding sections. Decisions to foreclose and declare default on loans will be the responsibility of the Director of Planning and Development, in consultation with the City Attorney, based among other things upon the recommendations of the staff members who have been assigned to work with a particular applicant. The City RLF staff will monitor ongoing operations of the loan recipient. Accordingly, staff will review the loan recipient's annual financial report and income tax return during the term of the loan.

Additionally, City RLF staff will be involved with these RLF related activities:

1. Technical and Management Assistance: Borrowers that need technical and management assistance will be directly assisted or referred to other organizations when appropriate. The City works closely with all city and county agencies, and the staff has knowledge of requirements for various permits and licenses. The City will provide assistance or provide client referrals to appropriate organizations and governmental agencies, including the S.C.O.R.E. program, Solano County Small Business Development Center (SBDC), SEDCORP and the Solano County Workforce Investment Board (WIB).

2. Compliance with HUD regulations: The City will work with RLF applicants to ensure that applicants maintain the docum entation required under HUD regulations. Staff will also brief applicants on the national objective requirements of the CDBG program. City staff will determine whether the project qualifies under at least one national objective. Additionally, City staff will conduct an environmental review of project when appropriate.

3. Loan Packaging and Referral Services: Where RLF applicants are ineligible for loans under the RLF program, the City may refer some RLF applicants to other financing sources and institutions (e.g., the Small Business Administration).

5.2 Role of the Workforce Investment Board

WIB staff will monitor compliance with job creation objectives and with the Non- Financial Employment Agreement. In addition, the Board will assist the following types of businesses as needed:

a) Small businesses that need technical and management assistance with governmental contracting opportunities through the WIB's Contract Resource Services; and

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b) Minority-and women-owned businesses requesting 8A certification information and assistance through the WIB’s Business Services staff. A business is defined as minority- or women-owned if the ownership is at least 51 percent minority or female. Such businesses may be eligible for vendor incentives and preferences.

5.3 Role of the Loan Collections Agent

The City may contract with a local bank or other appropriate organization to act as the City's loan collections agent. The duties of the collections agent will include the following:

1. Do loan servicing and accounting;

2. Do loan collections with City Attorney's consent, including asset liquidation;

3. Provide monthly financial reports for the RLF, including individual account status; and

4. Obtain credit reports on all loan applicants.

6.0 LOAN SELECTION AND APPROVAL PROCESS

6.1 Process

6.1.1 Marketing

Prospective borrowers learn of the availability of loans through a variety of means.

There will be media coverage, marketing brochures and cross marketing through the SBDC loan packaging and financing services staff. Second, local bankers will be made aware of the loan program so that they can recommend it to their clients when appropriate. Third, City staff will make public appearances to inform the Fairfield- Suisun Chamber of Commerce, the Fairfield Downtown Association , the Board of Realtors and other organizations of the availability and extent of the program throughout the City area. Fourth, the City will utilize existing information networks developed with the business and finance community.

6.1.2 Evaluation

Borrowers shall be approved based upon a reasonable assurance and determination of repayment ability and potential economic benefits to th e community, i.e., number of jobs they will create, amount of taxes to be paid, relation to other businesses and services. Loans will be made in some cases where, in the City's judgment, the employment and other benefit potential (and the quality of business planning) outweigh risks that more conservative lenders would likely avoid. This would apply, for example, to viable business start-ups, which are routinely excluded from consideration by most members of the private financial community.

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6.1.3. Conflict of Interest

Any LAB member, staff person or professional associated with the RLF shall reveal to the LAB any business relationship (example: CPA) with loan applicant in order to avoid the appearance of any possible conflict of interest. Any LAB membe r shall not participate, influence or attempt to influence the deliberations of the LAB when the decision of the LAB will have a material economic effect on a financial interest as defined by California Government Code §87100 et. seq.

6.2 Procedure

6.2.1 Use of Funds

The RLF will be used specifically to capitalize the loan fund and provide funds to set up and administer the program. The loan fund will not typically lend more than fifty percent of a project's cost and must create one job per $25,000 of RLF funds lent.

6.2.2 Prevailing Wage Laws

In certain circumstances, use of RLF proceeds in any project involving construction activities will require Borrowers to comply with applicable prevailing wage laws, rules, and regulations.

6.2.3 Application

1. Preliminary discussion between City staff and the prospective borrower for eligibility and rough fit with RLF loan criteria. If another lending program is more appropriate, staff will refer the prospective borrower to that program.

2. Decision by City staff to invite preliminary written information or decline loan request at this point. Preparation and submission by applicant o f preliminary information and supporting documents to include but not be limited to: Business and Personal Tax Returns for the last three years or since commencement of operations, whichever is less; business financial statements (balance sheet and income statement) for the current year and prior three years; current personal f inancial statements; and credit history.

Start-up businesses must submit proforma financial statements for the first three years.

3. Review of preliminary information by staff. Th e application shall be designated as the preliminary application.

4. If positive, review preliminary information needs with applicant; if extensive counseling regarding applicant's business plan is required, the applicant will be referred to the SBDC.

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5. Decision by City staff to invite a formal application or decline loan r equest at this point. If negative, provide a written explanation of reasons for decline.

If positive, inform applicant and schedule application conference, if needed.

6. Application conferences: review with applicant in detail the formal RLF application checklist and all subsidiary forms and financial schedules determined necessary by staff representative. Joint review by applicant and City staff for conformance with City's economic development objectives, as well as with local, state, and federal land use planning and permit requirements. Federal regulations, i.e., NEPA reviews will be prepared by City staff.

7. Employment plan developed jointly by applicant and City staff.

8. Applicant submits formal application and all supporting documents, along with $400 loan review fee.

6.2.4 Review and Decision

1. Review by City staff completeness and regulatory compliance; submission of additional information by applicant, as appropriate.

2. Detail review and final recommendation to LAB by staff, based on loan criteria, strength of business and principals and all other factors. No loan will be recommended for approval without the determination that there is a reasonable assurance of payment. Recommendation will include what the terms and conditions should be.

3. Submission of complete package, along with staff recommendations (i.e., credit memo), to LAB.

4. LAB recommendation to the Director of Planning and Development to approve or deny the loan request and what terms and conditions will apply.

5. Director of Planning and Development decision to approve or den y the loan request. Notify applicant in writing. If denied, include reason for denial and return loan review fee.

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6.2.5 Loan Closing

1. Upon final approval, the City and the Borrower should si gn the Loan Agreement, which incorporates the Non-Financial Employment Plan Agreement, and the Guaranty Agreement. City staff should prepare loan closing documents, with attorney review as necessary, prepare title searches, lien searches, and UCC-1 filings.

2. Loan closing by City staff.

3. Deposit loan review fee of $400. Fees received by the City from loan application and/or loan proceeds will be accounted as applicable credits and not program income.

4. Disbursement of proceeds by bank according to City's direction in coordination with other funding sources; and/or upon satisfaction of the Conditions of Lending of the Loan Agreement.

5. Completion of any remaining legal, regulatory or housekeeping matters, all to be carried out by staff.

6. An Economic Development Loan form should be forwarded to the Housing Division when a loan is closed, and then again when the job creation/retention numbers are verified.

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Agenda Item No: 11.

AGENDA REPORT
DATE:February 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Second Reading of Ordinance 202302 of the City Council of the City of Fairfield Amending Section 25.20.3 of Chapter 25, Article I of the Municipal Code, also Known as the Zoning Ordinance, to Include Section 25.20.3.4 SB 9 Development Regulations and Associated Table 252.1 RVL and RL District Development Regulations Under Senate Bill 9
RECOMMENDED ACTION
Provide second reading and adopt Ordinance 202302.

STATEMENT OF ISSUE
The City requests Council adopt Proposed Ordinance Amendment Senate Bill 9 (SB 9) Development Regulations, providing guidelines and objective development regulations for housing projects and subdivisions that qualify under SB 9.

DISCUSSION
In 2021, Gavin Newsom signed into law SB 9 to further address California’s housing shortage and encourage access to affordable housing. The new bill went into effect on January 1, 2022. This bill requires local agencies to ministerially approve housing projects, and urban lot split proposals in single family residential zones if they meet certain requirements set forth in SB 9. The bill is comprised of two parts, a housing development portion, and an urban lot split portion. The bill also allows local agencies to impose objective zoning, subdivision, and design standards for housing development and urban lot split project applications, provided that these standards do not conflict with the requirements set by the bill. SB 9 requires that agencies allow for the construction of up to two units of at least 800 square feet in floor area, with a maximum fourfoot setback along the side and rear lot lines. Furthermore, the bill states that proposed urban lot splits cannot result in two parcels where one parcel is smaller than 40 percent of the lot area of the original parcel, and the newly created parcels are required to be no smaller than 1,200 square feet.

City staff has prepared an amendment to the Zoning Ordinance to include Section 25.20.3.4 SB 9 Development Regulations to impose objective development standards that are consistent with SB 9 and facilitate housing development, and urban lot splits under the parameters of the bill. This new Packet Page 166 of 846

Environmental Review:An ordinance adopted to implement SB 9 shall not be considered a project under the California Environmental Quality Act (CEQA) and is exempt from CEQA review per Government Code Sections 65852.21(j) and 66411.7(n), which state that the adoption of an ordinance by a city or county implementing the provisions of Government Code Section 65852.21 and 66411.7 and regulating twounit development and urban lot split projects are statutorily exempt from the requirements of CEQA. The proposed text amendments are also separately and independently exempt from CEQA, pursuant to Section 15061(b)(3): Common Sense Exemption, the general rule that CEQA only applies to projects which have the potential for causing a significant on the environment. The text amendments make changes to facilitate SB 9 projects and incorporate objective standards consistent with State law; these changes will not result in any new substantial physical change to the environment.

FINANCIAL IMPACT
N/A
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
A public hearing notice was published in the Daily Republic newspaper on Friday, January 6, 2023.

The Planning Commission held a public hearing at its December 14, 2022 meeting, which was noticed in the Daily Republic on Friday, December 2, 2022. Following the closure of the public hearing and deliberations, the commission adopted Resolution PC202216 on a 70 vote, approving the proposed ordinance amendment request and recommending the council adopt the proposed ordinance.

The City has received no questions or comments regarding this proposal at the time of this writing.

ALTERNATIVE ACTION
The council may choose not to adopt the proposed ordinance. Should the proposed ordinance not pass, SB 9 would still be in effect, and the City would have to accept project applications consistent with the bill. In this circumstance, the City would not have any adopted objective standards to apply to SB 9 projects.

The council may also choose not to adopt the proposed ordinance as is and provide direction to staff to make alternative amendments.

STAFF CONTACT
YeeLynn Wong, Junior Planner
(707) 4287449
[email protected]
COORDINATED WITH
City Attorney's Office, Public Works Department
ATTACHMENTS:

Description
Packet Page 167 of 846

Agenda Item No: 11.AGENDA REPORTDATE:February 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Second Reading of Ordinance 202302 of the City Council of the City of FairfieldAmending Section 25.20.3 of Chapter 25, Article I of the Municipal Code, also Knownas the Zoning Ordinance, to Include Section 25.20.3.4 SB 9 Development Regulationsand Associated Table 252.1 RVL and RL District Development Regulations UnderSenate Bill 9RECOMMENDED ACTIONProvide second reading and adopt Ordinance 202302.STATEMENT OF ISSUEThe City requests Council adopt Proposed Ordinance Amendment Senate Bill 9 (SB 9) DevelopmentRegulations, providing guidelines and objective development regulations for housing projects andsubdivisions that qualify under SB 9.DISCUSSIONIn 2021, Gavin Newsom signed into law SB 9 to further address California’s housing shortage andencourage access to affordable housing. The new bill went into effect on January 1, 2022. This billrequires local agencies to ministerially approve housing projects, and urban lot split proposals in singlefamily residential zones if they meet certain requirements set forth in SB 9. The bill is comprised of twoparts, a housing development portion, and an urban lot split portion. The bill also allows local agenciesto impose objective zoning, subdivision, and design standards for housing development and urban lotsplit project applications, provided that these standards do not conflict with the requirements set by thebill. SB 9 requires that agencies allow for the construction of up to two units of at least 800 square feetin floor area, with a maximum fourfoot setback along the side and rear lot lines. Furthermore, the billstates that proposed urban lot splits cannot result in two parcels where one parcel is smaller than 40percent of the lot area of the original parcel, and the newly created parcels are required to be no smallerthan 1,200 square feet.City staff has prepared an amendment to the Zoning Ordinance to include Section 25.20.3.4 SB 9Development Regulations to impose objective development standards that are consistent with SB 9and facilitate housing development, and urban lot splits under the parameters of the bill. This newsection includes subsections for ‘Purpose,’ ‘Applicability,’ ‘Development Regulations,’ and ‘GeneralRestrictions.’ The development regulations are comprised of objective standards for lot area, lotdimensions, parking requirements, landscaping, dwelling unit size, floor area ratio, setbacks, buildingheights, roof pitch, wall plane transparency, and window and door trim. These proposed amendmentswould ensure that SB 9 development is consistent with the City’s existing neighborhoods and is ofquality design.Environmental Review:An ordinance adopted to implement SB 9 shall not be considered a projectunder the California Environmental Quality Act (CEQA) and is exempt from CEQA review perGovernment Code Sections 65852.21(j) and 66411.7(n), which state that the adoption of an ordinanceby a city or county implementing the provisions of Government Code Section 65852.21 and 66411.7and regulating twounit development and urban lot split projects are statutorily exempt from therequirements of CEQA. The proposed text amendments are also separately and independently exemptfrom CEQA, pursuant to Section 15061(b)(3): Common Sense Exemption, the general rule that CEQAonly applies to projects which have the potential for causing a significant on the environment. The textamendments make changes to facilitate SB 9 projects and incorporate objective standards consistentwith State law; these changes will not result in any new substantial physical change to the environment.FINANCIAL IMPACTN/APUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONA public hearing notice was published in the Daily Republic newspaper on Friday, January 6, 2023. The Planning Commission held a public hearing at its December 14, 2022 meeting, which was noticedin the Daily Republic on Friday, December 2, 2022. Following the closure of the public hearing anddeliberations, the commission adopted Resolution PC202216 on a 70 vote, approving the proposedordinance amendment request and recommending the council adopt the proposed ordinance. The City has received no questions or comments regarding this proposal at the time of this writing.ALTERNATIVE ACTIONThe council may choose not to adopt the proposed ordinance. Should the proposed ordinance notpass, SB 9 would still be in effect, and the City would have to accept project applications consistent withthe bill. In this circumstance, the City would not have any adopted objective standards to apply to SB 9projects. The council may also choose not to adopt the proposed ordinance as is and provide direction to staff tomake alternative amendments. STAFF CONTACTYeeLynn Wong, Junior Planner(707) 428[email protected] WITHCity Attorney's Office, Public Works Department ATTACHMENTS:

Description
Proposed Ordinance
Planning Commission resolution PC202216, 20221214 Draft Minutes, and Staff Report REVIEWERS:

Reviewer Action Date
Sheehan, Meily Approved 1/17/2023 4:34 PM
Feinstein, David Approved 1/18/2023 9:08 PM
Beavers, Esther Approved 1/19/2023 11:32 AM
Beavers, Esther Approved 1/19/2023 11:33 AM
Packet Page 168 of 846

CITY OF FAIRFIELD

ORDINANCE NO. 2023-02

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD AMENDING SECTION 25.20.3 OF CHAPTER 25, ARTICLE I OF THE MUNICIPAL CODE, ALSO KNOWN AS THE ZONING ORDINANCE, TO INCLUDE SECTION 25.20.3.4 SB 9 DEVELOPMENT REGULATIONS AND ASSOCIATED TABLE 25-2.1 RVL AND RL DISTRICT DEVELOPMENT REGULATIONS UNDER SENATE BILL 9

THE CITY COUNCIL OF THE CITY OF FAIRFIELD DOES ORDAIN AS FOLLOWS:

SECTION 1. Statement of Intent

A. The City of Fairfield has an adopted Zoning Ordinance to address development, consistent with the Fairfield General Plan and city policy.

B. In 2021, Gavin Newsom signed into law Senate Bill 9 (SB 9) to further address California’s housing shortage and ensure access to affordable housing. SB 9 went into effect on January 1, 2022. This bill requires local agencies to ministerially approve housing projects and urban lot split proposals in single-family residential zones if they meet certain requirements set forth in SB 9. This bill also allows local agencies to impose objective zoning standards, objective subdivision standards, and objective design standards for housing and urban lot split project applications under SB 9, provided that these standards do not conflict with the requirements set in SB 9.

C. On December 14, 2022, the Planning Commission was presented with the revisions to the Zoning Ordinance as contained herein and, after holding a duly noticed public hearing, voted unanimously to recommend that the City Council approve the proposed insertion.

D. The City has held a duly noticed public hearing on the proposed revisions to the Zoning Ordinance in accordance with the rules and regulations regarding such.

SECTION 2. Chapter 25, Article I, Section 25.20 Residential Zoning Districts is hereby amended to include Section 25.20.3.4 SB 9 Development Regulations and Table 25-2.1 RVL and RL District Development Regulations Under SB 9 as follows:

25.20.3.4 SB 9 Development Regulations

A. Purpose. Pursuant to Senate Bill No. 9 2021 (SB 9), a residential project shall be granted an administrative permit if the proposed development and/or subdivision meets the specified standards and conditions of SB 9 and meets objective development standards, objective subdivision standards, and objective design standards set by a local agency. Section 25.20.3.4 is provided to specify development, subdivision, and design regulations for housing projects and Packet Page 169 of 846Attachment 1 Page 1 of 6

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subdivisions that are eligible under SB 9. Development regulations set forth in this Section are consistent with the City’s vision and design standards for residential districts.

B. Applicability. Pursuant to SB 9, a housing project shall be approved ministerially if it complies with all of the following:

1. The proposed housing development and/or parcel subdivision is located in a single-family residential zone.

2. The proposed housing development and/or parcel subdivision does not require demolition or alteration of housing that is subject to a recorded covenant, ordinance, or law that restricts rent to levels affordable to persons and families of moderate, low, or very low income.

3. The proposed housing development and/or parcel subdivision does not require demolition or alteration of housing that is subject to any form of rent or price control through a public entity’s valid exercise of its police power.

4. The proposed housing development and/or parcel subdivision do es not require demolition or alteration of housing that has been occupied by a tenant in the last three years.

5. The proposed housing development and/or parcel subdivision does not involve the demolition of more than 25% of the existing exterior structural walls unless the site has not been occupied by a tenant in the last three years.

6. The proposed housing development and/or parcel subdivision is located within a city, the boundaries of which include some portion of either an urbanized area or urban cluster, as designated by the United States Census Bureau.

7. The proposed housing development and/or parcel subdivision is not located within a historic district, is not included on the State Historic Resources Inventory, or is not within a site that is legally designated or listed as a city or county landmark or historic property or district.

C. Development Regulations. Projects submitted for approval under this section shall demonstrate compliance with the regulations in this Section, including Table 25-2.1.

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Table 25-2.1: RVL and RL District Development Regulations Under SB 9 Regulations Zoning District Applicable
(all figures are minimums measured from property lines and in linear feet, unless otherwise indicated)RVL:40 RVL:20 RVL:15 RL:10 RL:8 Sections and Footnotes
Site Planning
Lot Area (square feet)
Minimum 16,000 8,000 6,000 4,000 3,200
Lot Dimensions (feet)Note 1
Width:Note 2
... interior lot 60 50 45 40 35 Note 12
... corner lot 65 55 50 45 40
Depth 75 65 60 55 50 Note 3
Parking Section 25.34
On-site spaces per dwelling, covered 1 Note 4
Landscaping
Street trees (one tree for each … feet of street frontage)35 25 Note 5 Front yard landscaping installed by developer Not required Buildings
Dwelling Unit Size (square feet)
Minimum 800
Maximum 1800
Maximum Floor Area Ratio 0.25 0.5 0.5 0.5 0.5 Note 10
Setbacks (feet)Note 1
Front:Notes 6, 7, 11
… to habitable portion of bldg. or side entry garage 30 25 20 20 15 … to garage opening directly toward street 35 30 25 25 18 Note 13 Street side yard 4 4 4 4 4 Notes 1, 8
Interior side yard:
… minimum one side 4 4 4 4 4
Rear 4 4 4 4 4 Notes 1, 9
Building Height Limits (maximum)
Main dwelling 18
Accessory Structures See Section 25.20.4.1 Note 9
Roof Pitch Line 3:12
Wall Plane Transparency 33%Note 14
Trim Around Windows and Doors (inches)
Width 3
Depth 0.5
Notes:
(1)
(2)
(3)
(4)
(5)All street-trees shall be located within eight feet of back of sidewalk. (6)
(7)Front setbacks shall be increased by five feet for lots that front on an arterial roadway. (8)
(9)A garage opening directly to an alley shall either have a minimum 18-foot setback or maximum three-foot setback. (10)
(11)
(12)
(13)
(14)
(15)Where the application of regulations in Table 25-2.2 conflicts with Senate Bill 9 (2021), the conflicting regulations shall be modified by the minimum amount required to comply with Senate Bill 9 (2021)
Lot dimension and setback regulations shall be measured from the outer boundary of any common area or public landscape easement (e.g., rear fence line) on corner lots and lots backing onto a roadway Front setbacks may be reduced by two feet for lots with separated sidewalk at front property line provided the distance between the front property line and garage door is 18 feet or greater for homes with garages open directly toward street.

Pursuant to Senate Bill 9 (2021), No on-site parking space is required if the parcel is located within one-half mile of a high-quality transit corridor or major transit stop or there is a car share vehicle located within one block of the parcel.

In the RVL:40 , RVL:20, and RVL:15 zoning districts, garages shall not exceed 50 percent of the front elevation for the home; in the RL:10 and RL:8 zoning districts, garages shall not exceed 60 percent of the front elevation for the home Flag lots may have a minimum width of 16 feet for portions of a lot that serve to provide access from a street 30 Transparency shall include windows, glass, or similar features that provide light to habitable areas within the house. This regulation applies only to wall planes that are visible from the public right of way.

For lots with the garage facing the street side-yard, the minimum distance between the street-side property line and garage door shall be 18 feet or greater.

Minimum lot width is measured 25 feet from front property line or at minimum required front yard setback for garage, whichever is greater (see Section 25.51, Measurements).

Lot depth may be reduced by two feet for lots with separated sidewalk at front property line to accommodate wider right-of-way.

Calculate Floor Area Ratio by dividing total square footage of all floors of all non-accessory structures on a lot, including attached garage, by total lot area.

Structures that preexist a subdivision pursuant to Senate Bill 9 (2021) may have a zero foot side and rear setback, but must comply with all applicable public safety regulations at the time of new subdivision

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1. Housing development projects approved under this Section shall meet the following standards:

a. The proposed housing development will not require demolition or alteration of any of the following types of structures:
i. Housing that is subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income.
ii. Housing that is subject to any form of rent or price control through a public entity’s valid exercise of its police power.
iii. Housing that has been occupied by a tenant in the last three years.

b. When a housing project consisting of two units is developed on an existing parcel (i.e., a parcel not created by an urban lot split), up to two accessory dwelling units (ADU) may be added to the parcel under current ADU law.

c. When two parcels are created by an urban lot split, up to two residential units of any kind (including accessory dwelling units and junior accessory dwelling units) may be developed on each of the two new parcels. A housing development contains two residential units if the development proposes no more than two new units or if it proposes to add one new unit to one existing unit.

d. When an urban lot split is combined with a housing project development, no ADUs or Junior ADUs are permitted on the new parcels.

2. Subdivision projects approved under this Section shall meet the following standards:

a. A parcel map for an urban lot split shall create no more than two new parcels of approximately equal lot area provided that one parcel shall not be smaller than 40 percent of the lot area of the original parcel proposed for subdivision.

b. The subject parcel to be subdivided as part of an urban lot split project under SB 9 must not have been established through prior exercise of an urban lot split as provided for in SB 9 or this Section.

c. Neither the owner of the parcel being subdivided nor any person acting in concert with the owner has previously subdivided an adjacent parcel using an urban lot split as provided for in SB 9 or this Section.

3. Utilities for Housing Development Projects and Subdivisions Under SB 9

a. Each separate, legal parcel shall have one (1) public water meter, water service, public sewer cleanout, and sewer service ADU’s shall share water and sewer services with the main residential home/ duplex.

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b. Each unit, excluding ADUs, shall have separate public water and sewer service connections to the public utility mains, including separate water meters and sewer cleanouts. Water services shall have unique addresses, correlated with the unique address assigned to each unit. Water manifolds are not permitted.

c. Shared water and sewer services between separate, legal parcels are not permitted.

d. Utility services for proposed ADUs shall be connected to on -site water and sewer infrastructure and separate utility connections to the public water and sewer mains exclusively for proposed ADUs are not permitted.

e. Parcel maps submitted under SB 9 shall include a 10 foot wide Public Service Easement (PSE) if none already exists along the street frontage.

f. Driveway and Sidewalk Standards for Housing Development Projects Under SB 9:

i. Proposed driveways shall be designed per City Standard De tail except as modified as the requirements in this Section.

ii. Proposed driveway widths, including flares, shall not exceed 45% of the new property line lineal feet along the street.

iii. If the existing driveway is damaged, does not exist, and/or does not meet City standard detail, the developer shall replace any existing driveways with new driveways per current City standards and specifications.

iv. Shared driveways shall be a minimum of 24 feet wide. A reciprocal access and utility easement shall be recorded across shared portions of the proposed parcels.

v. If the existing sidewalk is damaged, does not meet City Standard detail, and/or does not exist, the developer shall replace the sidewalk per City standards and specifications with a minimum width of 4.5 feet or matching the width of any existing sidewalk adjacent to the parcel frontage .

D. General Restrictions.

1. Applicants for an urban lot split are required to sign an affidavit stating that the applicant intends to occupy one of the housing units as their principal residence for a minimum of three years from the date of approval of the urban lot split.

2. A rental of any unit created pursuant to SB 9 and this Section is required to be for a term longer than 30 days.

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3. The City may deny a proposed housing development project if the building official makes a written finding that the proposed housing development project would have a specific, adverse impact on public health and safety or the physical environment.

SECTION 3. The council hereby makes the following finding pursuant to the California Environmental Quality Act (CEQA): based on the information contained in the staff report and presented by staff, the council has determined that an ordinance adopted to implement SB 9 shall not be considered a project under the CEQA and is exempt from CEQA review per Government Code Sections 65852.21(j) and 66411.7(n), which state that the adoption of an ordinance by a city or county implementing the provisions of Government Code Section 65852.21 and 66411.7 and regulating two-unit development and urban lot split projects are statutorily exempt from the requirements of CEQA. The proposed text amendments are also separately and independently exempt from CEQA, pursuant to Section 15061(b)(3): Common Sense Exemption, the general rule that CEQA only applies to projects which have the potential for causing a significant on the environment. The text amendments make changes to facilitate SB 9 projects and incorporate objective standards consistent with State law; these changes will not result in any new substantial physical change to the environment.

SECTION 4. This Ordinance shall be effective 30 days following its adoption by the City Council.

A summary of this Ordinance shall, within fifteen (15) days after passage, be published in accordance with Section 36933 of the Government Code of the State of California with the names of the City Councilmembers voting for and against it.

INTRODUCED at a regular meeting of the City Council of the City of Fairfield on the 17th day of January, 2023, and

PASSED AND ADOPTED this 7th day of February, 2023, by the following vote:

AYES: Councilmembers: MOY / BERTANI / CARR /PANDURO / TONNESEN/ VACCARO / WILLIAMS

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

MAYOR

ATTEST:

_________________________

CITY CLERK
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City of Fairfield Planning Commission
RESOLUTION NO. PC2022-16

RESOLUTION OF THE FAIRFIELD PLANNING COMMISSION

RECOMMENDING THAT THE CITY COUNCIL OF FAIRFIELD APPROVE AN ORDINANCE AMENDING SECTION 25.20.3 OF CHAPTER 25, ARTICLE I, ALSO KNOWN AS THE ZONING ORDINANCE, TO INCLUDE NEW SECTION 25.20.3.4 SB 9 DEVELOPMENT REGULATIONS AND ASSOCIATED TABLE 25-2.1 RVL AND RL DISTRICT DEVELOPMENT REGULATIONS UNDER SB 9

THE PLANNING COMMISSION OF THE CITY OF FAIRFIELD HEREB Y RECITES, FINDS, DETERMINES, ORDERS, AND RESOLVES AS FOLLOWS:

SECTION 1. In 2021, Gavin Newson signed into law Senate Bill 9 (SB 9) to further address California's housing shortage and ensure access to affordable housing. SB 9 went into effect January 1, 2022. This bill requires local agencies to ministerially approve housing projects and urban lot split proposals in single-family residential zones if they meet certain requirements set forth in SB 9.

SECTION 2. The Planning Commission held a duly noticed public hearing on December 14, 2022.

The City staff presented substantial information regarding the proposed Zoning Ordinance amendment in staff reports and through oral presentations before the Commission, and the Planning Commission considered all public testimony and info rmation presented during the public hearing regarding this matter.

SECTION 3. Based on the info rmation contained in the staff report and presented by staff, the co m m issio n ha s d e te rm ined that an ordinance adopted to implement SB 9 shall not be co n sid e re d a pro je ct un d e r th e C alifo rn ia En viro n m e n ta l Q ua lity A ct (C E QA ) and is exempt from C E QA re v ie w pe r G o ve rn m e n t C o d e S e ctio n s 65852.21(j) and 66411. 7(n), which state that the ad o p tio n o f an o rd in a n ce by a city o r co u n ty im p le m e n tin g th e pro v isio n s o f G o v e rn m e nt Code S e ctio n 65 8 5 2 .2 1 an d 66 4 1 1.7 and regulating two-unit development and urban lot split projects are statutorily exempt from the requirements of CEQA . The pro posed text amendments are also separately and independently exempt from CEQA , pursuant to Section 15061(b)(3): Common Sense Exemption, the general rule that CEQA only applies to projects which have the potential fo r cau sin g a sig n ifi ca n t o n th e en viro n m e n t. T h e te xt am endments make changes to clarify ex istin g sta n d ard s an d re q u ire m e nts fo r existin g stru ctu res under State law and regulate minor co n v e rsio n s to existin g stru ctures; these changes will not result in any new substantial physical ch a n g e to th e en v iro n m e n t.

SEC T IO N 4 . B ase d up o n th e in fo rm atio n co n tain e d in th e staff re p o rt an d pre se n te d by staff o n D e ce m b e r 14 , 20 2 2 , th e co m m issio n he re b y fi n d s th at th e pro p o se d am e n d m e n ts to th e te xt o f PC ITEM NO.: C
PC FILE NO.: OA2022-003
S:\Planning\PC Meetings\PC-2022\22-12-14\ITEM C. SB 9 (OA2022-003)\2. Resolution OA2022-003.docx PC DATE: 12/14/2022
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the Zoning Ordinance are consistent with the General Plan and recommends the City Council adopt the Zoning Ordinance am endm ent, as attached here as Exhibit A.

SECTION 5. Based upon the written findings set fo rth in sections 3 and 4 of this Resolution, the comm ission hereby recomm ends co uncil approval of:
(a) Zoning Ordinance Amendm ent (OA2022-003) co ntained in the attached Exhibit "A." SECTION 6. The record of proceedings shall be located at the City's Comm unity Development Department, and the director of comm unity developm ent shall be the custodian of such docum ents.

PASSED AND ADOPTED this 14th day of December, 2022.

AYES: COMMISSIONER S:

NOES: COM MISSIONERS:

ABSTAIN: COM MISSIONERS:

ABSENT: COMMISSIONERS:

Jerome CHILDS (Chair) / Melissa CRUZEN (Vice) / Lerecia EVANS/ Don GREVE/ Chris MATT HEW S/ Shashi PAUL /Tina

W E R B LI N
NbNE.

L
PC ITEM NO.: C
PC FILE NO.: OA2022-003
S:\Planning\PC Meetings\PC-2022\22-12-14\ITEM C. SB 9 (OA2022-003)\2. Resolution OA2022-003.docx PC DATE: 12/14/2022
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EXHIBIT A
DRAFT

CITY OF FAIRFIELD
ORDINANCE NO. 2023-XX
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD AMENDING SECTION 25.20.3 OF CHAPTER 25, ARTICLE I OF THE MUNICIPAL CODE, ALSO KNOWN AS THE ZONING ORDINANCE, TO INCLUDE SECT ION 25.20.3.4 SB 9 DEVELOPMENT REGULA TIONS AND ASSOCIATED TABLE 25-2.1 RVL AND RL DISTRICT DEVELOPMENT REGULA TIONS UNDER SB 9 THE CITY COUNCIL OF THE CITY OF FAIRFIELD DOES ORDAIN AS FOLLOWS:

SECTION 1. Statement of Intent
A. The City of Fairfield has an adopted Zoning Ordinance to address development, consistent with the Fairfield General Plan and city policy.

B. In 2021, Gavin Newson signed into law Senate Bill 9 (SB 9) to further address California's housing shortage and ensure access to affordable housing. SB 9 went into effect on January 1, 2022. This bill requires local agencies to ministerially approve housing projects and urban lot split proposals in single-family residential zones if they meet certain requirements set forth in SB 9. This bill also allows local agencies to impose objective zo ning standards, objective subdivision standards, and objective design standards for housing and urban lot split project applications under SB 9, provided that these standards for do not conflict with the requirements set in SB 9.

C. On December 14, 2022, the Planning Commission was presented with the revisions to the Zoning Ordinance as contained herein and, after holding a duly noticed public hearing, voted to recommend that the City Council approve the proposed insertion.

D. The City has held a duly noticed public hearing on the proposed revisions to the Zoning Ordinance in accordance with the rules and regulations regarding such.

25.20.3.4 SB 9 Development Regulations
A. Purpose. Pursuant to Senate Bill No. 9 2021 (SB 9), a residential project shall be granted an administrative permit if the proposed development and/or subdivision meets the specified standards and conditions of SB 9 and meets objective development standards, objective subdivision standards, and objective design standards set by a local agency. Section 25.20.3.4 is pro vided to specify development, subdivision, and design regulations for housing projects and PC ITEM NO.: C
PC FILE NO.: OA2022-003
S:\Planning\PC Meetings\PC-2022\22-12-14\ITEM C. SB 9 (OA2022-003)\3. Ordinance OA2022-003 .docx PC DATE: 12/14/2022
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ORD. NO. 2023-

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Fairfield City CouncilFebruary 7, 2023

Fairfield City Council
February 7, 2023