Fairfield City Council
August 19, 2025

CITY OF FAIRFIELD

CITY COUNCIL

MEETING AGENDA

Tuesday, August 19, 2025, 6:00 p.m.

Harry T. Price Memorial Council Chamber
1000 Webster Street, Fairfield, CA 94533 or Via Zoom
Councilmember Manveer Sandhu will be attending remotely via Zoom. Teleconference Location (Gov't Code 59453 (b)) 1338 Pennsylvania Ave. SE, Washington, DC 20003. **Open to the Public** Notice to Public
The City of Fairfield is committed to providing meeting facilities that are accessible to persons with disabilities and/or have language barriers. To request meeting materials in alternative formats, or to request a sign language interpreter, realtime captioning, or other accommodation, please contact the City Clerk's Office, at least 72 hours in advance of the meeting at (707) 428-7400.

For individuals with hearing or speaking limitations, dial 711 or (800) 735-2922 (English). For Spanish, Tagalog or other language, please dial (800) 855-3000 and provide the communication assistant with the following City telephone number: (707) 399-4010.

DISCLOSURE OF CAMPAIGN CONTRIBUTIONS:

Pursuant to Government Code 84308, City Council Members are disqualified and not able to participate in any agenda item involving contracts (other than competitively bid, labor, or personal employment contracts), franchises, discretionary land use permits and other entitlements if the City Council Member received more than $250 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the City's decision on the agenda item in the 12 months prior to the date the item is on the agenda. Members of the City Council who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $250 to a City Council Member in the 12 months prior to the date the item is on the agenda are required to disclose that fact for the official record of the subject proceedings. Disclosures must include the amount of the campaign contribution and identify the recipient City Council Member and may be made either in writing to the City Clerk before the agenda item or by verbal disclosure during consideration.

Members of the public can observe the meeting on Roku City of Fairfield, Xfinity Channel 26, AT&T U-Verse Channel 99, and web streamed live at www.youtube.com/FFCATV. The public may join the meeting via Zoom at: https://fairfieldca.zoom.us/j/89060213840?pwd=UUd0WlpEMStLemcxbld4dzVMK3Z5dz09 or via phone (408) 638-0968, Webinar ID: 890 6021 3840, Passcode: 7074287400 Pages
A. CALL TO ORDER 6:00 PM
B. ROLL CALL
Councilmember Doug Carr
Councilmember Doriss Panduro
Councilmember Manveer Sandhu
Councilmember Scott Tonnesen
Councilmember K. Patrice Williams
Vice Mayor Pam Bertani
Mayor Catherine "Cat" Moy
C. INVOCATION - Chaplain Bill Limneos of the Fairfield Fire Department D. PLEDGE OF ALLEGIANCE
E. COUNCIL REPORTS
F. CITY MANAGER'S REPORT
G. CITY ATTORNEY'S REPORT
H. CITY CLERK'S REPORT
I. PRESENTATIONS
I.1 Sister City Exchange Program Presentation by Liz Aptekar I.2 Legislative Update Presented by Liz Aptekar
J. 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, as determined by the mayor.

K. 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.

Recommended Action:

To approve the consent calendar.

K.1 CM Approval of Meeting Minutes for July 2025 6
Approval of Meeting Minutes for July 2025

Funding Source: N/A
Contact: Esther Beavers, (707) 428-7402
Recommended Action:

Approve the meeting minutes.

K.2 Resolution 2025-165 CM Solano County Animal Control Authority Board Designee
24 Designating the City’s Representative to the Solano County Animal Control Authority Board of Directors
Funding Source: N/A
Contact: Liz Aptekar, (707) 428-7389
Recommended Action:

Adopt resolution.

K.3 Resolution 2025-166 PW Water System Technical Support Services 27 Authorizing the City Manager to Execute a Professional Services Agreement with West Yost to Provide Water System Technical Support Services for Development Review
Funding Source: $250,000; Water Enterprise Fund
Contact: Michael Hether, (707) 428-7493
Recommended Action:

Adopt resolution.

K.4 Resolution 2025-167 PW Construction Contract for the HSIPSL-5132(060) Kentucky Street & Broadway Street Striping Improvement Project (CPW070095) 49 Approving the Plans and Specifications and Awarding a Contract to Chrisp Company for the HSIPSL-5132(060) Kentucky Street & Broadway Street Striping Improvement Project
Funding Source: $350,000 ($249,600 State Highway Safety Improvement Grant; $100,400 State Gas Tax)
Contact: Phil Layoso, (707) 428-7505
Recommended Action:

Adopt resolution.

K.5 Resolution 2025-168 FN Increase Contract Amount for Eide Bailly Agreement and Update the Fiscal Year 2025-2026 Budget
55 Approving an Increase Contract Amount for Eide Bailly Professional Services Agreement and Authorizing an Update to the Fiscal Year 2025-2026 Budget Funding Source: $260,000; Intragovernmental Services Fund

Contact: John Furtado, (707) 428-7629
Recommended Action:

Adopt resolution.

K.6 Resolution 2025-169 PR Downtown Theatre Amendment 60 Approving a Second Amendment to the Management Agreement for the Operation and Maintenance of the Fairfield Center for the Creative Arts to Extend the Term through February 28, 2026
Funding Source: $58,500; General Fund
Contact: Juanita Johnson, (707) 428-7628
Recommended Action:

Adopt resolution.

L. NEW BUSINESS
L.1 CM Minute Action Approving the Mayor’s Appointments 121 Minute Action Approving Mayor’s Appointments to the Measure P Oversight Committee
Funding Source: N/A
Contact: Esther Beavers, (707) 428-7402
Recommended Action:

Approve appointments. Perform oath of office.

M. PUBLIC HEARINGS
M.1 Ordinance 2025-07 PW Amending Ordinance 2020-04 to Remove the Prohibition of use of Electric Bikes in Rockville Hills Regional Park 123
Amending Section 12B.4 of Chapter 12B, Parks and Recreation, Subsection H of the Fairfield City Code, to Remove the Prohibition of use of Electric Bikes in Rockville Hills Regional Park, and Allow the Use of Class 1 Electric Bikes in Rockville Hills Regional Park
Funding Source: N/A
Contact: Gary Sponsler, (707) 428-1416
Recommended Action:

Hold public hearing; waive full reading, read by title only and introduce ordinance for first reading.

M.2 Resolution 2025-170 FN Approval of Tax-Exempt Lease Purchase Financing Agreement
129
Approval of an Equipment Lease/Purchase Agreement and an Escrow and Account Control Agreement with Banc of America Public Capital Corp to Finance Energy Efficiency Improvements, and Declaration of Intention to

Reimburse Expenses
Funding Source: $21,309,756; Various Funds
Contact: John Furtado, (707) 428-7629
Recommended Action:

Adopt resolution.

M.3 Resolution 2025-171 FN Appeal to Determine the Delinquent Transient Occupancy Tax for Motel Located at 2170 North Texas St
202
[Approving/Sustaining] [Denying/Overruling] the Appeal of the City of Fairfield Administrative Hearing Determination Regarding Interest on Delinquent Transient Occupancy and Tourism Tax Assessment for Quality Inn Previously Known as Super 8 Motel Located at 2170 North Texas Street, Fairfield, CA 94533 Owners: Shri Guru Hari, LLC and Shri Mahant, LLC and Marie Parunjanwala
Funding Source: N/A
Contact: John Furtado, (707) 428-7629
Recommended Action:

Hold a public hearing and adopt resolution.

N. ADJOURN
ADJOURN TO TUESDAY, SEPTEMBER 2, 2025, 6:00 P.M., HARRY T. PRICE MEMORIAL 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, August 13, 2025.

Agenda Item No: K.1

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: CM Approval of Meeting Minutes for July 2025

Funding Source: N/A

Contact: Esther Beavers, (707) 428-7402

RECOMMENDED ACTION
Approve the meeting minutes.

STATEMENT OF ISSUE
Minutes need approval by the City Council.

DISCUSSION
The City Council Minutes for July 2025 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.

COORDINATED WITH
City Attorney’s Office

STAFF CONTACT
Esther Beavers, Deputy City Clerk
(707) 428-7402
[email protected]

ATTACHMENTS
Attachment 2: 2025-07-01 Closed Session Minutes
Attachment 3: 2025-07-01 City Council Minutes
Attachment 4: 2025-07-15 Closed Session Minutes
Attachment 5: 2025-07-15 City Council Minutes
Attachment 6: 2025-07-22 Closed Session Minutes

CITY OF FAIRFIELD CITY COUNCIL

CLOSED SESSION MINUTES

TUESDAY, JULY 1, 2025; 5:30 PM

CITY HALL, CITY MANAGER'S OFFICE CONFERENCE ROOM
1000 WEBSTER STREET, 4TH FLOOR, FAIRFIELD, CA 94533

OR VIA ZOOM

CALL TO ORDER

Mayor Catherine “Cat” Moy called the meeting to order at 5:30 p.m. City Attorney David Lim called roll.

Present in person were Councilmembers Doug Carr, Doriss Panduro, Manveer Sandhu, Scott Tonnesen, K. Patrice Williams, and Mayor Cat Moy. Vice Mayor Pam Bertani was absent.

No members of the public wished to speak at public comment.

The City Council convened a joint session of the City Council and the Paradise Valley Maintenance and Monitoring District (PVMMD) and went into closed session on the following item with the listed people present:

G.1. Conference with Legal Counsel – Anticipated Litigation (Gov’t Code section 54956.9(d)(2)-(4))

Re: Resolution PVMMD 2025 -02 PW Approving FY 2025 -2026 PVMMD Budget and Assessments
Gov’t Code section 54956.9(e)(5) – A statement threatening litigation made by a person (Ms.

Theda Peck) outside an open and public meeting made on this matter on June 24, 2025.

Present were City Attorney David Lim, City Manager David Gassaway, Farbod Pirouzmand, and Chris Lewis.

The City Council and PVMMD came out of closed session.

Mayor Moy adjourned the meeting at 5:49 p.m.

______________________________
City Attorney
________________________________
Mayor

1 CITY OF FAIRFIELD

CITY COUNCIL MINUTES

July 1, 2025, 6:00 p.m.

Harry T. Price Memorial Council Chamber
1000 Webster Street, Fairfield, CA 94533 or Via Zoom

_____________________________________________________________________

A. CALL TO ORDER 6:00 PM
Mayor Catherine "Cat" Moy called the meeting to order at 6:04 pm.

B. ROLL CALL
On roll call were Councilmembers Doug Carr, Doriss Panduro, Scott Tonnesen, K. Patrice Williams, and Mayor Moy. Vice Mayor Bertani was absent. Councilmember Manve er Sandhu arrived late at 6:41 p.m.

C. INVOCATION - Pastor Christian Bravo of Liberty Church Alicia Tobar of Liberty Church gave an invocation.

D. PLEDGE OF ALLEGIANCE
Councilmember Williams led the Pledge of Allegiance.

E. COUNCIL REPORTS
Councilmember Panduro reported she attended the Solano Economic Development Corporation (EDC) Breakfast on June 25 at the Hilton Garden Inn. The topic was "Tariffs, Headwinds, and Opportunities." Later that day, she attended the "Selling Solano, Season 3" event hosted b y the Northern Solano County Association of Realtors (NSCAR), where she and City Manager David Gassaway participated in a panel discussion about housing and infrastructure in Fairfield.

Next, along with several colleagues, she attended the Solano County Go od Scout Award event at Rancho Solano, where former city Councilman and longtime educator Rick Vaccaro was honored as the 2025 recipient. Lastly, she and Councilmember Carr attended the monthly 2 x 2 Solano JPA Board meeting regarding homelessness. She was pleased to report that Vallejo has opened a homeless navigation center at 1937 Broadway Street, which is a big win for Vallejo and all of Solano County!

2 Councilmember Carr shared that he was on vacation last week but did attend the 85 C Bakery & Cafe gran d opening and ribbon cutting. He said the place was packed, and he encouraged the community to support this new local business.

Councilmember Tonnesen reported that Boudreaux Cajun Steak House and the Dumpling House would be opening soon in downtown. He invited the community to attend the July 4 Independence Day Parade at 10 a.m. along Texas Street.

Councilmember Williams encouraged the community to attend the Taste of Downtown on July 17, 4-7 p.m., for a fee of $30. Many restaurants are participating, and patrons will be able to taste yummy food and treats from each. She reported that a mailer was sent to N. Cordelia / Green Valley residents regarding LLMD potential meeting dates for residents in that area (District 1). Anyone interested in joining a subcommittee can contact her.

Mayor Moy shared that at the Listening Tour in District 4 (Vice Mayor Bertani's district) on June 28, homelessness, LLMDs, and peafowl were discussed. Vice Mayor Bertani will attend future meetings regarding peafowl and hopes that the peafowl committee can accomplish its goals and report back with an update. Next, on July 15, she reported construction will begin on the new truck scales on I -80 westbound, which will cause an increase in traffic during the construction phase (but should help alleviate accidents in the area once completed). On August 20, Mayor Moy and City Manager Gassaway will attend a summit for Solano County city managers regarding the General Plan update as part of the county's effort to gather input on long -term growth plans from various jurisdictions and utility providers.

F. CITY MANAGER REPORT
City Manager Gassaway invited the community to attend the July 4 Independence Day Parade in downtown at 10 am. He stated that Item R.3 regarding inclusionary housing would be continued to a future council meeting.

G. CITY ATTORNEY REPORT
City Attorney David Lim had nothing to report.

H. CITY CLERK REPORT
City Clerk Karen Rees reported that there were 3 seats open on the Measure P Oversight Committee and one seat open on the Landscape Oversight Committee for District 2.

Anyone interested can email [email protected].

I. PRESENTATIONS
I.1 Measure P Oversight Committee Appreciation Recognition Presented by City Manager David Gassaway
City Manager Gassaway gave a short pr esentation thanking Measure P Oversight Committee members Tim Tomko, Tehraleigh Martin, and Eddie Ramirez for their

3 dedicated service over the past five years. The members' terms ended on June 30, 2025.

J. PUBLIC COMMENTS
Tony Wade, Macey Cook, and Melissa Ellis spoke about the management of the Downtown Theatre (DT Foundation for the Arts).

Mike Pierce spoke about the budget.

Rick Johnson spoke about the Rolling Hills Proposition 218.

Simone Arnett, Aaron Gadow, Meagan Young, Marcos Zepeda, and Joe Ortiz spoke about FEA negotiations (SEIU 1021) and cost-of-living raises.

Dr. Mark Carmody asked Councilmember Tonnesen for an update on the Solano Mall at a future meeting.

Matthew Bidou spoke about Whitney Lane and Markeley Lane construction.

Brandi Spencer and Dana (via Zoom) spoke about where Mayor Moy and Councilmember Sandhu reside and about Markeley Lane and Peabody Road.

K. CONVENE MEETING OF THE SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY
Convened meeting at 6:48 pm.

L. SUCCESSOR AGENCY PUBLIC HEARINGS
L.1 Resolution SA2025-02 CD Surplus Land Mangels Boulevard Jennifer Rice provided a presentation on Surplus Land Mangels Boulevard.

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

Motion carried 6-0.

Moved by: Councilmember Carr
Seconded by: Mayor Moy
Hold Public Hearing and adopt resolution.

Motion Carried Unanimously

M. CONVENE MEETING OF THE PARADISE VALLEY MAINTENANCE AND MONITORING

DISTRICT
Meeting convened at 6:58 pm.

N. PVMMD PUBLIC HEARINGS

4 N.1 Continued Resolution PVMMD 2025-02 PW Approving FY 2025-2026 PVMMD Budget and Assessments
Mayor Moy reopened the continued public hearing. Theda Peck, John Egnor, Rick Johnson, and Dr. Mark Carmody spoke on Item N.1. Mayor Moy closed the public hearing.

The motion carried 5-1, with Mayor Moy voting no.

Moved by: Councilmember Carr
Seconded by: Councilmember Tonnesen
Hold public hearing and adopt resolution.

Motion Carried on a recorded vote

O. RECONVENE MEETING OF THE CITY COUNCIL
The City Council meeting reconvened at 7:17 p.m. Matthew Bidou asked for Item P .2 to be pulled for discussion.

P. CONSENT CALENDAR
Item P .2 was pulled at the request of Matthew Bidou and considered separately.

The consent calendar motion carried 6-0.

Moved by: Councilmember Tonnesen
Seconded by: Councilmember Panduro
To approve the consent calendar.

Motion Carried Unanimously

P.1 CM Approval of Meeting Minutes for May 2025
Approve the meeting minutes.

P.2 Resolution 2025-121 PW Markeley Lane Reconnection Project Matthew Bidou asked for Item P .2 to be pulled for discussion. The matter was considered separately. Mr. Bidou spoke on the item.

The motion carried 6-0.

Moved by: Mayor Moy
Seconded by: Councilmember Tonnesen
Adopt resolution.

5 Motion Carried Unanimously

P.3 Resolution 2025-122 PW Low or No Emission Grant Program and Bus and Bus Facilities Competitive Program Grant Application
Adopt resolution.

P.4 Resolution 2025-123 PW Construction Contract for Fire Station 36 and 39 Adopt resolution
P.5 Resolution 2025-124 PD Lease Amendment for Police Property and Evidence Storage Facilities
Adopt resolution.

Q. NEW BUSINESS
Q.1 Resolution 2025-125 CM Declaring Fairfield as an America250 City Assistant to the City Manager Liz Aptekar gave a presentation.

The motion carried 6-0.

Moved by: Councilmember Tonnesen
Seconded by: Councilmember Carr
Adopt resolution.

Motion Carried Unanimously

R. PUBLIC HEARINGS
R.1 Resolution 2025-126 CD Surplus Land Suisun Valley Road Real Estate Specialist Jennifer Rice gave a presentation. Mayor Moy opened the public hearing. Nora Dizon spoke on Item R.1. Mayor Moy closed the public hearing.

Motion carried 6-0.

Moved by: Councilmember Tonnesen
Seconded by: Councilmember Carr
Hold Public Hearing and adopt resolution.

Motion Carried Unanimously

R.2 Resolutions 2025-127 Through 2025-144 PW Approving Fiscal Year 2025-2026 Landscaping and Lighting Maintenance District Budgets and Assessments

6 Senior Management Analyst Chris Lewis gave a presentation. Mayor Moy opened the public hearing. There were no requests to speak. Mayor Moy closed the public hearing.

The motion carried 5-1, with Mayor Moy voting no.

Moved by: Councilmember Carr
Seconded by: Manveer Sandhu
Hold public hearing and adopt resolutions.

Motion Carried on a recorded vote

R.3 Resolutions 2025-145, 2025-146, and Ordinance 2025-05 HD Inclusionary Housing Policy
Item R.3 is continued to a future council meeting, as City Manager Gassaway stated in his report.

Mayor Moy asked for a short recess before hearing Item R.4.

Adopt resolutions waive full readings, read by titles only and introduce ordinance for first reading.

R.4 Resolution 2025-147 CM Appeal of the Denial of the Permit Application for Massage Establishment Located at 1328 West Texas Street Mayor Moy reconvened the City Council meeting after a short recess at 7:51 pm.

Mayor Moy opened the public hearing. City Attorney David Lim stated he would act in an advisory role to the City Council for this hearing, as the operation of law does not allow him to act on behalf of both the council and City staff. He said that in this matter, the council would act as an administrative hearing officer to determine whether to approve or deny the appeal by the owner of Miracle Massage (Ms. Li Bin Dong) at 1328 West Texas Street. Attorney Joanne Tran would represent the Fairfield Police Department's Code Enforcement Division.

City Attorney Lim asked Ms. Dong and the two Code Enforcement Officers, Darin Eltringham and Minerva Figueroa, to stand and swear an oath to give truthful testimony, which they all did. Attorney Lim stated that after speaking with the owner, Ms. Dong, and her husband, George Davis, they decided not to retain legal counsel and would proceed without an attorney.

Mayor Moy gave each party 10 minutes to present their arguments. Ms. Dong and Mr. Davis requested Ms. Tran to present Code Enforcement's case, and they followed with Mr. Davis acting as an interpreter for his wife.

After a lengthy discussion, Mayor Moy made a motion to allow Ms. Dong to continue running her business o n a 60 -day probationary period. City staff can

7 inspect at any time with or without warning. At the end of the 60 -day period, if there are no violations, Ms. Dong will retain her permit to operate her business.

Councilmember Carr seconded the motion. The mo tion carried 5 -1, with Councilmember Panduro voting no.

Moved by: Mayor Moy
Seconded by: Councilmember Carr
Hold public hearing and adopt resolution.

Motion Carried on a recorded vote

S. ADJOURN
The meeting was adjourned at 9:04 p.m. to July 15, 2025, at 6 p.m. to the Harry T. Price Memorial Council Chamber.

Mayor City Clerk

CITY OF FAIRFIELD CITY COUNCIL

CLOSED SESSION MEETING

TUESDAY, JULY 15, 2025; 5:00 PM

CITY HALL, CITY MANAGER'S OFFICE CONFERENCE ROOM
1000 WEBSTER STREET, 4TH FLOOR, FAIRFIELD, CA 94533

OR VIA ZOOM

MINUTES

CALL TO ORDER

Mayor Caterine “Cat” Moy called the meeting to order at 5:01 p.m. City Attorney David Lim called roll.

Present in person were Councilmembers Doug Carr, Manveer Sandhu, Scott Tonnesen, K. Patrice Williams, Vice Mayor Pam Bertani, and Mayor Cat Moy. Councilmember Doriss Panduro was absent.

No members of the public wished to speak at public comment.

The City Council went into closed session on the following item with the listed people present:

E.1. Labor Negotiations

Present were City Attorney David Lim, City Manager David Gassaway, and Assistant City Manager/Human Resources Director Farbod Pirouzmand.

The City Council came out of closed session.

Mayor Moy adjourned the meeting at 5:59 p.m.

______________________________
City Attorney
________________________________
Mayor

1 CITY OF FAIRFIELD

CITY COUNCIL MINUTES

July 15, 2025, 6:00 p.m.

Harry T. Price Memorial Council Chamber
1000 Webster Street, Fairfield, CA 94533 or Via Zoom

_____________________________________________________________________

A. CALL TO ORDER 6:00 PM
Mayor Catherine "Cat" Moy called the meeting to order at 6:14 p.m.

B. ROLL CALL
On roll call were Councilmembers Doug Carr, Manveer Sandhu, Scott Tonnesen, K. Patrice Williams, Vice Mayor Pam Bertani, and Mayor Moy. Councilmember Doriss Panduro was absent.

C. INVOCATION - Pastor David Cobb of The Love Community Pastor David Cobb of The Love Community and a member of the Fairfield Clergy Action Network gave an invocation.

D. PLEDGE OF ALLEGIANCE
Vice Mayor Bertani led the Pledge of Allegiance.

E. COUNCIL REPORTS
Councilmember Williams reported that the extra dumpster placed at Cordelia Community Park is full and to call Republic Services at (707) 437-8900 with questions. She asked that residents do not drop off anything other than trash, as some people have been using the Republic Services garbage strike as a time to clean out their garages. She invited the community to attend the LLMD North Cordelia meeting on July 29, from 5-7 pm at the Public Works Corporation Yard at 420 Gregory Lane. She thanked Councilmember Tonnesen, Mayor Moy, and Planning Commissioner George Kennedy for picking up trash at elderly and disabled residents' homes this week. Lastly, she shared that she attending the second Solano County Housing Convening meeting hosted by Solano County Supervisor Cassandra James and United Way Bay Area Unite, where Fairfield Director of Housing La Tanna Jones spoke.

Councilmember Tonnesen reported that the July 4 Parade was fantastic and that he enjoyed, along with his fellow councilmembers, riding in the old fire truck that was buil t

2 in the 1930s. He shared that the new lights and trees in downtown look amazing and encouraged the community to visit and check out the new restaurants.

Councilmember Carr also commented on the July 4 Parade and said that it was very well attended. He invited the community to attend the next movie in the park event on August 8 at Hillview Park; he shared that there would be food trucks on site at 6 pm and that the Aladdin movie would start at sundown. He attended the last movie night at Woodcreek Park and said he had a fun evening.

Vice Mayor Bertani thanked City Manager Gassaway, Mayor Moy, and staff for attending the Listening Tour on June 28 at Rolling Hills Elementary School. She reported that he LLMD meeting for July 16 at Dunnell Nature Park & Educati on Center is cancelled and notices were sent out. However, the Landscape Oversight Committee meeting is still scheduled for July 17, 5 -7 pm at the Public Works Corporation Yard. She reminded residents that trash bins are now "bacterial incubators" as the g arbage strike continues - handle the garbage carefully. Wear gloves!
Councilmember Sandhu shared that it was a pleasure to ride in the special fire truck in the July 4 Parade, along with his fellow councilmembers. He reported that he participated in a pane l of newly elected officials in Solano County at a pop -up event at Solano Community College on July 14, along with 20 interns.

Mayor Moy thanked the Public Works employees who have been assisting at trash sites where people have been dumping car parts, ti res, old mattresses, etc. and said she was disappointed in people who have used the garbage strike as an excuse to dump large bulky items. She also thanked Councilmember Tonnesen, Planning Commissioner Kennedy, and two colleagues from Suisun City for assisting her with picking up trash at people's homes the last few days (for example: one was an elderly disabled veteran and another a quadriplegic person). Next, she reported that a firefighter had been injured in a car fire that quickly spread to a grass fire July 14. Thankfully, he was hospitalized, but will be okay.

F. CITY MANAGER REPORT
City Manager Gassaway gave a status update on waste management and the garbage workers strike. He shared that there are 4 locations in Fairfield where residents can drop off household garbage (only what you normally put in your trash can) and those sites will now have security 24/7, coordinated by the City and Republic Services. He thanked Public Works staff for cleaning up the trash sites, which is very hard work. He repor ted that garbage pickup service will be starting up again with relief drivers on a limited basis on July 16. He said residents with proof of residency can also take their garbage to Potrero Landfill.

He said he hopes that the dispute between Republic Servi ces and the Teamster's Union will be resolved soon and that the strike will end, with regular garbage pickup back in full gear. But in the meantime, limited service will resume. Critical businesses like NorthBay Hospital, Travis Air Force Base, and commercial businesses will be given priority. He stated that the City of Fairfield has notified Republic Services that they are in breach of their

3 franchise agreement contract and they will hold them accountable. The Franchise Agreement can be viewed on the City' s website under Public Works / Solid Waste and Recycling.

G. CITY ATTORNEY REPORT
City Attorney David Lim had nothing to report.

H. CITY CLERK REPORT
City Clerk Karen Rees reported that there is still one seat open on the Landscape Oversight Committee for District 2. Youth Commission recruitment is ongoing for ages 14 -19.

Anyone interested can email [email protected].

I. PRESENTATIONS
I.1 4th of July Parade Awards Presented by Parks & Recreation Program Coordinator Juan Segura
Parks & Recreation Su perintendent Juanita Johnson presented the 4th of July Parade awards to the winners.

J. PUBLIC COMMENTS
The following individuals spoke about labor negotiations with SEIU Local 1021 union:

Aaron Gadow, Akbor Bibb, Shelly Martin, Andy LaTorre, Bruce Boyer, Phil Stewart, Elizabeth Harrison, Kathy Sawyer Shishido, and Brandon Dawkins.

John Thompson, LaKeesha Johnson, and George Kennedy spoke about the garbage workers' strike.

Matthew Bidou, Mark Nowag, and Will Wade spoke about Markeley Lane.

K. CONSENT CALENDAR
There were no requests to pull items from the Consent Calendar.

The vote was approved (6-0).

Moved by: Councilmember Tonnesen
Seconded by: Councilmember Carr
To approve the consent calendar.

Motion Carried Unanimously

K.1 CM Approval of Meeting Minutes for June 2025
Approve the meeting minutes.

K.2 Resolution 2025-148 PW West Texas Street Utility Relocation Project Acceptance

4 Adopt resolution.

K.3 Resolution 2025-149 PW Professional Service Agreement for Design of Rolling Hills Pump Station Pump and Power Upgrades
Adopt resolution.

K.4 Resolution 2025-150 PW Solano Express Intercity Transit Funding and Cost- Sharing Agreement
Adopt resolution.

K.5 Resolution 2025-151 PW Funding Agreement for Cement Hill Water Treatment Plant New Entrance Project
Adopt resolution.

K.6 Resolution 2025-152 PD PMAM False Alarm Program
Adopt resolution.

K.7 Resolution 2025-153 PD Approving Acceptance of the California Highway Patrol Cannabis Tax Fund Grant Program 2025-26
Adopt resolution.

K.8 Resolution 2025-154 PR Travis Unified School District After School Program Adopt resolution.

K.9 Resolution 2025-155 CD Fairfield Forward 2050 Implementation Phase 1 Professional Services Agreement
Adopt resolution.

K.10 Resolution 2025-156 CD Approving an Amendment to the City Naming Policy Adopt resolution.

K.11 Resolution 2025-157 IT Approving Amendment to Professional Services Agreement with Park Consulting Group
Adopt resolution.

L. NEW BUSINESS
L.1 CM Minute Action Approving the Mayor’s Appointments The motion was approved 6-0.

City Clerk Rees administered the Oath of Office to new Planning Commissioner Aidan Ali-Sullivan.

5 Moved by: Councilmember Tonnesen
Seconded by: Vice Mayor Bertani
Approve appointments. Perform oath of office.

Motion Carried Unanimously

L.2 CM Animal Control and Animal Care Services Report
Assistant to the City Manager Liz Aptekar gave a presentation.

Dennis Green Jr. spoke about Item L.2.

Council gave direction to staff to explore options to control the costs of both animal services and animal control.

Receive presentation, open discussion, and provide direction to staff.

M. PUBLIC HEARINGS
M.1 Ordinance 2025-06 CD Vista Ridge Zone Change
Associate Planner Yee-Lynn Wong gave a presentation.

Mayor Moy opened the public hearing. City Attorney Lim stated that there was an email received at approximately 4:45 pm for the Council that was in regards to this matter and forwarded to all councilmembers by City Clerk Rees. City Clerk Rees clarified that there were two other emails regarding the matter that arrive d just after 4:45 pm, and she stated those were also forwarded to the council. The authors of the emails were all opposed to the zoning change and the project.

Carlos Davila, Pat Horn, Dennis Green Jr., Cameron Dart, Kay Locatelli, Deana Morad, and Micheal l Hill spoke about Item M.1. Mayor Moy closed the public hearing.

A lengthy discussion followed. Vice Mayor Bertani read a letter from Henrietta, President of the Sunrise Commons Homeowners' Association, opposing the zoning change.

Councilmember Tonnesen made a motion to waive the full reading, read by title only, and introduce Ordinance 2025-06 for first reading.

Councilmember Carr seconded the motion. On roll call vote, the motion carried 4- 2, with Vice Mayor Bertani and Mayor Moy voting no.

Moved by: Councilmember Tonnesen
Seconded by: Councilmember Carr
Hold public hearing; waive full reading, read by title only, and introduce ordinance for first reading.

6 Motion Carried on a recorded vote

N. ADJOURN
The meeting was adjourned at 9:07 pm to August 5, 2025, at 6 pm, at the Harry T. Price Memorial Council Chamber.

Mayor City Clerk

1 CITY OF FAIRFIELD CITY COUNCIL

CLOSED SESSION MEETING

TUESDAY, JULY 22, 2025; 5:00 PM

CITY HALL, CITY MANAGER'S OFFICE CONFERENCE ROOM
1000 WEBSTER STREET, 4TH FLOOR, FAIRFIELD, CA 94533

OR VIA ZOOM

MINUTES

CALL TO ORDER

Mayor Caterine “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, Scott Tonnesen, K. Patrice Williams (arrived 5:10 p.m.), Vice Mayor Pam Bertani, and Mayor Cat Moy. Councilmembers Doriss Panduro and Manveer Sandhu were absent.

No members of the public wished to speak at public comment.

The City Council went into closed session on the following item with the listed people present:

F.1. Conference with Legal Counsel - Anticipated Litigation

Present were City Attorney David Lim, City Manager David Gassaway, and Public Works Director Sanjay Mishra.

The City Council came out of closed session.

Mayor Moy adjourned the meeting at 6:00 p.m.

______________________________
City Attorney
________________________________
Mayor

Agenda Item No: K.2

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2025-165 CM Solano County Animal Control Authority Board Designee

Designating the City’s Representative to the Solano County Animal Control Authority Board of Directors

Funding Source: N/A

Contact: Liz Aptekar, (707) 428-7389

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Update Resolution 86-32 specifies a position that no longer exists in the City’s organizational structure.

DISCUSSION
The Solano Animal Control Authority (SACA) Board, formed by a Joint Powers Agreement (JPA) in 1986, requires each member agency to appoint a representative. The original resolution named the city manager or public safety director as the representative. An updated resolution effective August 2025 will allow for a designee rather than a specific position.

FINANCIAL IMPACT
N/A

ALTERNATIVE ACTION
N/A

STAFF CONTACT
Liz Aptekar, Assistant to the City Manager
(707) 428-7389
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution

CITY OF FAIRFIELD

RESOLUTION NO. 2025-165

DESIGNATING THE CITY’S REPRESENTATIVE TO THE SOLANO ANIMAL CONTROL

AUTHORITY BOARD OF DIRECTORS

WHEREAS, the City of Fairfield is a member of the Solano County Animal Control Authority (SACA), a Joint Powers Authority; and

WHEREAS, SACA is administered by a Board of Directors , composed of one representative from each of the participating agencies ; and

WHEREAS, on March 4, 1986, the City Council approved Resolution 86-32 designating the city manager or the public safety director as the City’s representative to the Board of Directors of SACA; and

WHEREAS, the council desires to designate the city manager, or designee , as the City’s representative to the Board of Directors of SACA.

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

The city manager, or designee, as the City’s representative to the Board of Directors of SACA.

PASSED AND ADOPTED this 19th day of August 2025, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _____________________________________________________ ABSENT: MEMBERS: _____________________________________________________ ABSTAIN: MEMBERS: _____________________________________________________

_____________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

Agenda Item No: K.3

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2025-166 PW Water System Technical Support Services

Authorizing the City Manager to Execute a Professional Services Agreement with West Yost to Provide Water System Technical Support Services for Development Review

Funding Source: $250,000; Water Enterprise Fund

Contact: Michael Hether, (707) 428-7493

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The Fairfield Municipal Utility (FMU) provides water to the cities of Fairfield and Vacaville on a continuous basis and is responsible for maintaining and upgrading the existing water system.

New development projects may require improvements to the City’s existing water infrastructure, such as system extensions or pipe sizing upgrades, to ensure proper support for the development. FMU seeks staff augmentation to provide dedicated support in reviewing development proposals and evaluating their impact on the City’s existing water system and facilities. Staff recommend the council authorize the city manager to execute a professional services agreement with West Yost.

DISCUSSION
FMU is responsible for the planning, operating, and maintenance of the City’s water system. The system includes two water treatment plants, 12 storage facilities, 17 pump stations, approximately 400 miles of pipelines, and over 33,000 water services. To ensure that the existing water system can meet the demands of the new development, FMU staff must assess the existing water system and determine whether improvements are required to support the proposed development. Currently, FMU has no staff to support the pace of new development and requires staff augmentation to sup port development review. Providing technical support for these

activities requires a comprehensive understanding of the City’s water system, facilities, and operational processes.

Currently, West Yost performs FMU’s citywide hydraulic modeling along with other water system planning and design projects, including:

 The City’s Public Utility Master Plan (PUMP).
 Updating and maintaining the City’s water infrastructure Geographic Information System (GIS) database.
 Ensuring the City’s hydraulic model remains calibrated and updated as the water system expands with new development.
 North Bay Regional Water Treatment Plant expansion program.

Given West Yost’s comprehensive knowledge of the City’s water system and involvement in water system projects, including those referenced above, West Yost is the most qualified subject matter expert for this scope of work.

The proposed scope of work includes reviewing conceptual engineering site plans and related studies, providing commentary to address any concerns and uncertainties, and attending meetings with City staff and developers to discuss the City’s conditions and requirements for development, as needed. West Yost understands that the scope of work will be limited to development review as it relates to water system facilities.

The professional service agreement with West Yost for providing on -call water system technical support services for development review will authorize a contract for an amount not -to-exceed $250,000.00. Staff augmentation will allow City staff to better assist planned developments and help ensure development reviews align with PUMP and the City’s long -term water demand projections.

FINANCIAL IMPACT
The professional service agreement with West Yost for on -call technical support services will authorize a not -to-exceed contract for $250,000. Funding for the agreement will be initially provided from the Water Enterprise Fund (Fund 461) and will be reimbursed by the developer prior to the City’s review of any construction-level engineering drawings.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
If the City Council has any questions, they may choose to defer authorization until those questions or concerns are answered; however, this may result in delays on upcoming projects.

COORDINATED WITH
N/A

STAFF CONTACT
Michael Hether, Assistant Public Works Director – Utilities (707) 428-7493
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Professional Services Agreement
Attachment 4: Statement of Qualifications

CITY OF FAIRFIELD

RESOLUTION NO. 2025-166

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT

WITH WEST YOST TO PROVIDE WATER SYSTEM TECHNICAL SUPPORT SERVICES FOR

DEVELOPMENT REVIEW

WHEREAS, Fairfield Municipal Utility (FMU) is responsible for planning, operating, and maintaining the City’s water system which comprises of two water treatment plants, 12 storage facilities, 17 pump stations, approximately 400 miles of pipelines, and over 33,000 water services; and

WHEREAS, the City requires on -call water system technical support for the review of development projects within the City due to increasing volume of development applications; and

WHEREAS, West Yost is qualified to provide technical services and, as exhibited by th eir involvement in the City’s water system planning and design projects, has the working knowledge to provide development review support required by the City; and

WHEREAS, West Yost produced a proposal to provide on-call water system technical support including review of developer studies and plan sets, providing commentary to City staff to address concer ns of uncertainties during development review, and attending meetings with developers and City staff as needed to discuss the City’s conditions; and

WHEREAS, staff recommends authorizing a Professional Services Agreement with West Yost to provide on-call water system technical support services for development review.

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

Section 1. The city manager is hereby authorized and directed to execute on behalf of the City of Fairfie ld the agreement for on-call technical support with West Yost in an amount not -to- exceed of $250,000.

Section 2. The city manager or authorized designee is hereby authorized to execute contract amendments for an amount not-to-exceed $250,000.

Section 3. The city manager or authorized designee is hereby authorized to do all things necessary to implement the above-mentioned contract.

RES. NO. 2025-166

PASSED AND ADOPTED this 19th day of August 2025, by the following vote:

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

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR
ATTEST:

________________________________

CITY CLERK

1 Revised 1/09/2025
PROFESSIONAL SERVICES AGREEMENTTHIS AGREEMENT is made at Fairfield, California, as of ________________, 20____, by and between the City of Fairfield, a municipal corporation (the “CITY") and West Yost ("CONSULTANT"), who agree as follows: 1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CONSULTANT shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONSULTANT. CONSULTANT shall provide said services at the time, place, and in the manner specified in Exhibit “A.” 2) PAYMENT. CITY shall pay CONSULTANT for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to CONSULTANT for services rendered pursuant to this Agreement. CONSULTANT shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.” 3) FACILITIES AND EQUIPMENT. CONSULTANT shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 4) GENERAL PROVISIONS. The general provisions set forth in Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control. 6) BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428-7509) and online atwww.fairfield.ca.gov/biz. 7) EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 8) TERM. This agreement shall be in effect for one year after the commencement date of the agreement. The agreement may extend up to two times for a duration of one year per extension. 9) GOVERNING LAW AND VENUE. Should either Party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of California, excluding California’s choice of law rules. Venue for any such action relating to this Agreement shall be in the Solano County Superior Court. 10) ENTIRE AGREEMENT. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT.

2Revised 1/09/2025
This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement.11) COUNTERPARTS. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.12) NOTICES. This Agreement is managed and administered on the CITY’s behalf by the individual named below. All invoices must be submitted and approved by this individual and all notices shall be given to the CITY using the following contact information:CITY Contact: Michael HetherE-mail: [email protected]: 1000 Webster Street, Fairfield, CA 94533Telephone: 707-428-7493Notices must be given to CONSULTANT at the following: CONSULTANT Contact: Whitney JonesE-mail: [email protected]: 6800 Koll Center Parkway, Suite 150, Pleasanton CA 94566Telephone: 916-306-2215EXECUTED as of the day first above-stated.City of Fairfield, a municipal corporationBy:__________________________________CONSULTANTBy:___________________________________

3 Revised 1/09/2025
EXHIBIT “A” SCOPE OF SERVICE

6800 Koll Center ParkwaySuite 150 Pleasanton CA 94566925.426.2580 phone530.756.5991 fax westyost.com April 25, 2025 SENT VIA: EMAILMichael Hether, PEAssistant Public Works Director - Utilities1000 Webster Street, 3rd FloorCity of FairfieldFairfield, CA 94533SUBJECT: Proposal for On-Call Technical Support for Water System Development ReviewsDear Michael: The purpose of this proposal is to provide the City of Fairfield (City) with a proposed scope of services and billing rates for on-call water system technical support to assist City staff during development reviews and approvals. On-call technical support for water system development reviews are anticipated to begin at the start of the Fiscal Year (FY) 2025/2026. West Yost has collaborated with City staff since 2003, working closely with City staff on more than 15 water system planning and design projects. Through the many projects we have completed for the City, West Yost has gained a solid understanding of the City’s water system facilities and operations. Since 2015, West Yost has worked closely with City staff to develop and update its water system GIS and hydraulic model. Earlier this year, West Yost completed the City’s first Public Utility Master Plan (PUMP)1, which developed a prioritized plan for water system improvements to reliably serve existing and future needs.SCOPE OF SERVICESIt is our understanding that the City requires technical support when reviewing and responding to developer studies and plans, as they relate to the City’s water system. Below is a summary of how West Yost may support the City’s development review and approval process: When a development review comes in with concerns and/or uncertainties, the request will besent to West Yost for review.West Yost will review the development request, including any studies, entitlements, plan sets,etc. as requested and provide written and/or verbal comments to address concerns and/oruncertainties.West Yost’s technical review comments will focus on representing the needs of the City’s watersystem and will take into account the City’s water system design and performance standardsadopted in the 2025 PUMP.West Yost and the City will meet regularly (e.g., monthly) at a frequency to be determined basedon the quantity of development review requests that require technical support from West Yost.West Yost will attend meetings with developers or other City staff, as needed, to answer questions and discuss the City’s conditions and requirements for development approval.1West Yost, 2025. Public Utility Master Plan prepared for City of Fairfield. March 2025.

Michael Hether, PEApril 25, 2025Page 2
West Yost will use a different task number for each development request, so the time spent will be tracked by development on monthly invoices. It’s anticipated that over time, as West Yost works with City staff on the development reviews and/or as new staff are hired, the development review will start to taper off, as more of the work is transitioned back to City staff. AssumptionsOnly technical support will be provided to the City; West Yost will not be drafting formal conditionsof approval or performing a full plan check review.The need for West Yost to interface with developers will be limited, with most communicationoccurring with City staff.Technical support will be limited to water system facilities. Other utilities, streets, roads, grading,drainage, etc. will not be reviewed unless specifically requested by the City.DeliverablesWest Yost will provide written and/or verbal comments to address each development review request.Each development review will be tracked under a separate task with monthly invoices submitted.PROJECT BUDGETSince development reviews will be conducted on an as-needed basis with varying levels of effort to be determined by the City, a specific budget was not prepared. Instead, the specific effort and schedule for each development review will be discussed and confirmed with City staff prior to commencement. West Yost will provide technical support on a time-and-expenses basis, at the billing rates set forth in West Yost’s attached 2025 Billing Rate Schedule. Thank you for providing West Yost the opportunity to be of continued service to the City. Please call if you have any questions or require additional information.Sincerely,WEST YOST Whitney Jones, PE Amy Kwong, PESenior Engineer I Engineering Manager IIRCE #93808 RCE #73213cc: Alvin Lei, PEAttachment: A. West Yost 2025 Billing Rate Schedule

4 Revised 1/09/2025
EXHIBIT “B” PAYMENT 1) The total contract price for services rendered by CONSULTANT under this Agreement shall be as specified in the billing rate schedule below. 2) Payment shall be made to CONSULTANT on a time and materials basis, and CONSULTANT shall submit monthly invoices to the City of Fairfield, Public Works Department. 3) Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually agreed to in writing by the CITY and CONSULTANT, and shall be billed on a time and materials basis to the City of Fairfield, Public Works Department.

5 Revised 1/09/2025
EXHIBIT “C”GENERAL PROVISIONS 1) INDEPENDENT CONSULTANT. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement.2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that CONSULTANT has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONSULTANT to practice CONSULTANT's profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONSULTANT to practice his profession. 3) TIME. CONSULTANT shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. CONSULTANT shall adhere to the Schedule of Activities as described in their Executive Summary. 4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONSULTANT shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever. 5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONSULTANT to perform services pursuant to this Agreement, CONSULTANT shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons. 7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as to whether the product of the CONSULTANT is satisfactory. 8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONSULTANT. CONSULTANT is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice

6 Revised 1/09/2025
to cease work on the project. CONSULTANT shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY.9) PRODUCTS OF CONSULTING. All products of the CONSULTANT provided under this Agreement shall be the property of the CITY.10) INDEMNIFY AND HOLD HARMLESS. a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and CONSULTANT is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY and its elected officials, officers, agents, employees and designated volunteers (collectively “CITY Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the CITY. b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or CONSULTANT is not a design professional as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY Indemnitees from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by CONSULTANT or any person directly or indirectly employed by or acting as agent for CONSULTANT in the performance of this Agreement, including the concurrent or successive passive negligence of the CITY Indemnitees. It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages. CONSULTANT’S responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.

7 Revised 1/09/2025
12) LOCAL EMPLOYMENT POLICY. The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County. The CITY encourages an active affirmative action program on the part of its contractors, consultants, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible. As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin. 13) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public official" for purposes of Government Code §§ 87200 et seq. CONSULTANT conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CITY official, other than normal contract monitoring. In addition, CONSULTANT possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel. 14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS. When the CITY executes an agreement for or makes payment to CONSULTANT in the amount of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements: a) Whether CONSULTANT is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non-profit corporation or other form of organization. b) If CONSULTANT is doing business as a sole proprietorship, CONSULTANT shall provide the full name, address and social security number of the sole proprietor. c) If CONSULTANT is doing business as other than a sole proprietorship, CONSULTANT shall provide CONSULTANT’S federal tax identification number.

8 Revised 1/09/2025
EXHIBIT “D”INSURANCE REQUIREMENTS CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCEa) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limitsof $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimumlimits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGESIf checked below, the following insurance is also required. Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per . Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________. 3) INSURANCE PROVISIONSa) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions mustbe declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers x

9 Revised 1/09/2025
liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises owned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers. iv) The CONSULTANT’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY. vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY. VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub-contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.

1 City of Fairfield | West Yost Statement of Qualifications | July 2025 West Yost
West Yost is a consulting engineering firm that was founded in 1990. Our focus is exclusively water, recycled water, wastewater, groundwater, and stormwater. We provide
planning, design, construction management, and program
management services in these areas.

West Yost is headquartered in Davis, California, and has more than 240 staff members in ten offices. Our staff
includes certified or registered professionals in chemical, civil, control systems, electrical, environmental, and
mechanical engineering; water and wastewater treatment
and regulatory compliance; geology, engineering geology, and hydrogeology; architecture; GIS; cybersecurity, and risk management; asset management and condition
assessment; program management; and construction
management and inspection services.

Dedication to Client Service and Quality
West Yost is committed to delivering exceptional client service and consistently producing high-value solutions.

We build trust and long-term client relationships through proactive communication and by consistently meeting or
exceeding expectations. With our extensive experience,
we are poised to act as a valuable extension of your
team. West Yost will take a proactive approach to project management, ensuring responsive service and delivering
work products on time.

FIRM INFORMATION
35 YEARS OF

EXPERIENCE
240+

WATER-FOCUSED

ENGINEERS AND

PLANNERS
25+

COMPLETED

PROJECTS WITH

THE CITY

FAST FACTS
OREGON
Lake Oswego

CALIFORNIA
Concord
Davis (Headquarters)
Irvine
Oceanside
Pleasanton
Sacramento
San Diego
Santa Rosa

ARIZONA
Phoenix
AZ
CA
OR
Employees 241

CALIFORNIA
Davis 54
Sacramento 43
Pleasanton 11
Concord 18
Irvine 24
Oceanside 5
San Diego 6
Santa Rosa 13
OREGON
Lake Oswego 20

ARIZONA
Phoenix 7
Remote 44

OFFICES

2 City of Fairfield | West Yost Statement of Qualifications | July 2025 Public Utility Master Plan (PUMP; 2023-2025): West Yost completed the City’s PUMP in March of this year. The PUMP is the City’s first comprehensive water system planning document. It established system design and planning criteria for the City, projected the City’s future demands based on growth at near-term (2030) and long-term (2050) planning horizons, and evaluated the existing and future systems. The PUMP also included condition assessments for City assets, including the Waterman Water Treatment Plant (WTP),
North Bay Regional WTP , various storage reservoirs, and the distribution system. Recommended improvements were
incorporated into a comprehensive capital improvement
program (CIP), which will inform the City’s water rate
structure. The West Yost team also oversaw a hydraulic model update, which was performed concurrently with the PUMP
under a separate on-call contract with the City. Through completing this comprehensive water master plan with an asset management component, the West Yost team has a
complete understanding of the City’s water system and how it operates. Having developed the City’s water system design and planning criteria with City staff, we are well equipped to help the City ensure developers adhere to those standards.

On-Call Water System GIS and Hydraulic Modeling Support Services (2018-ongoing): West Yost has provided on-call GIS and hydraulic modeling support for the City since
the completion of the hydraulic model development and
calibration project. On-call support tasks have included regular potable water system GIS updates, biannual
hydraulic model updates, as-needed fire flow evaluations, and as-needed hydraulic modeling evaluations. Work for
the bi-monthly GIS updates generally include adding new developments, modifying existing water facilities based on recent improvements, and updates to water appurtenances based on field findings from City staff. Providing on-call water system support has deepened West Yost’s understanding of the City’s water system facilities and operations.

General Plan Update Infrastructure Analysis (2021-2024):

In December 2024, the City completed a comprehensive
General Plan Update called Fairfield Forward 2050. As a subconsultant, West Yost provided water, wastewater, and storm drainage infrastructure analysis in support of the General Plan Update. Support was provided over a span
of four years and included an initial study to assess the existing condition of the City’s utilities, a second study to evaluate the impact of various land use alternatives on the City’s water, wastewater, and storm water systems, and a final study evaluating the impact of the preferred land use plan. West Yost also provided peer review on some sections of the Environmental Impact Report (EIR) for the General Plan Update. Through this work, our team knows and
understands the City’s proposed General Plan land uses
and policies as they relate to the City’s water system.

EXPERIENCE AND QUALIFICATIONS
West Yost’s Experience with Recent City of Fairfield Projects West Yost has collaborated with the City of Fairfield since 2003, working closely with City staff on more than 15 water system planning and design projects. Through the many projects we have completed for the City, West Yost has gained a solid understanding of the City’s water system facilities and operations, as well as potential opportunities and challenges for water system improvements. Highlights of our past projects with the City include the following projects:

CITY OF FAIRFIELD
Public Utility Master Plan
MARCH 2025
00 Cover.indd 200 Cover.indd 2 4/15/2025 1:50:16 PM4/15/2025 1:50:16 PM West Yost prepared the City’s first ever comprehensive
water system planning document, which establishes
design and planning criteria, evaluates the existing and future system, and includes condition assessments for
water treatment plants, storage reservoirs, and the
distribution system.

3 City of Fairfield | West Yost Statement of Qualifications | July 2025 Risk and Resiliency Assessment and Emergency Response
Plan (2019-2021): West Yost spearheaded the City’s
response to America’s Water Infrastructure Act of 2018
(AWIA). The documentation prepared by West Yost included a comprehensive Risk and Resilience Assessment (RRA)
and Emergency Response Plan (ERP) which enumerated,
evaluated, and addressed response planning and
procedures associated with a broad variety of threats which may affect the City’s treatment and distribution systems over time. This effort provided West Yost with invaluable insights into the big-picture strengths and risks inherent in the City’s water systems, as well as the partnerships and delineations of roles and responsibilities which govern the management and operation of the City’s assets.
2015 Potable Water Pump Station Asset Management
Plan and 2022 Update (2014-2015 and 2023): West Yost
performed the 2015 condition assessment and asset
inventory of the City’s potable water pump stations and developed a customized asset management database. West
Yost also analyzed the risk of asset failure at each pump station, identified and prioritized near-term repairs and maintenance modifications, and developed a long-term
rehabilitation and replacement plan. West Yost updated
the plan in 2023, and it was included in the City’s PUMP .

Developing this plan has fostered an understanding of the needs and opportunities associated with the City’s pump stations, as well as the operational priorities of City staff.

City of Fairfield

2 n\c\268\12-18-10\engr\t2\eval12\Evaluation 12 results.docx

Fire Flow Results – Northwest Connection Point

2,500 gpm fire flow
City of Fairfield Fire Flow Results - Northwest Connection Point West Yost conducted a condition assessment of the City
of Fairfield’s 18 water pump stations and developed a
long-term rehabilitation/replacement plan for the City as part of the Water Pump Station Asset Management Project.

CITY OF FAIRFIELD
Potable Water Pump Station
Asset Management Plan

FINAL REPORT
DECEMBER 2015
West Yost performs
as-needed fire flow
evaluations as part
of the On-Call Water
System GIS and
Hydraulic Modeling
Support Services for
the City. Fire flow
evaluations provide
the total estimated
flow from the system
available for fire
fighting.

4 City of Fairfield | West Yost Statement of Qualifications | July 2025 Hydraulic Model Development and Calibration
(2017-2018): West Yost developed a water system hydraulic model and performed static and dynamic verification. In coordination with City staff, West Yost conducted hydrant tests to confirm the roughness coefficients (C-factors) of pipelines throughout the City’s water system. West
Yost calibrated the hydraulic model to match observed
field conditions. Following model calibration, West Yost performed a dynamic verification for summer and winter
conditions, which consisted of developing extended period simulations that generally mimic observed trends over a 24- hour period. The City’s water system hydraulic model will continue to be an important tool for the City as it assesses future development proposals.

Potable Water System GIS Update (2015-2016): West Yost
updated the City’s potable water system facilities in GIS to a standardized format using the ESRI Water Utility Network format and customized it to fit the City’s needs. West Yost validated the new GIS structure using topology tools to facilitate the conversion to a hydraulic model. West Yost’s understanding of hydraulic model development helped
guide the GIS updates to ultimately develop and calibrate a successful hydraulic model.
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D8
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Water Utilities
City of Fairfield

1 inch = 200 feet
C8
As part of the Potable Water System GIS Update,
West Yost developed a GIS mapbook that shows the
location of water utilities throughout the City.

West Yost worked closely with City of Fairfield staff to conduct hydrant testing as part of the City’s Hydraulic Model Update Project. The testing results helped our team update the City’s water system hydraulic model, which is used to evaluate and improve water service to residents.

Agenda Item No: K.4

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2025 -167 PW Construction Contract for the HSIPSL -5132(060) Kentucky Street & Broadway Street Striping Improvement Project (CPW070095)

Approving the Plans and Specifications and Awarding a Contract to Chrisp Company for the HSIPSL-5132(060) Kentucky Street & Broadway Street Striping Improvement Project Funding Source: $350,000 ($249,600 State Highway Safety Improvement Grant; $100,400 State Gas Tax)

Contact: Phil Layoso, (707) 428-7505

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield secured a State Highway Safety Improvement Program Grant (HSIPSL) to install striping improvements on Kentucky Street and Broadway Street. This resolution approves the plans and specifications for the HSIPSL-5132(060) Kentucky Street & Broadway Street Striping Improvement Project (Project) and awards a contract in the amount of $299,649.50 to Chrisp Company (Chrisp) of Woodland, California.

DISCUSSION
On May 2, 2017, the City Council approved the Heart of Fairfield Plan (Plan) through Resolution No. 2017-95. The Project, identified as a priority safety improvement in the Plan, addresses the lack of bicycle facilities along Broadway Street and Kentucky Street in the downtown area. These corridors provide key connections to the City’s Civic Center and Fairfield-Suisun Amtrak Station, emphasizing the need for safe bicycle access. An in-field inspection was conducted to evaluate roadway conditions and verify the need for improvements. To enhance safety and connectivity, the Project includes the installation of Class II bike lanes – painted lanes on the road designated for bicycles, green thermoplastic markings in areas where bikes and cars cross paths to increase visibility, and updated traffic signage.

Bids for the Project were opened on July 15, 2025, with the engineer’s estimate at $305,000,00.

Three contractors submitted bids that ranged in price from $299,649.50 and $524,727.05. The apparent lowest bidder was submitted by Chrisp for $299,649.50. Staff have reviewed the bid submitted by Chrisp and have deemed the bid responsible and responsive. There is a significant gap between the lowest bid and the other two bids, which were submitted by general contractors who are subcontracting the striping work—essentially adding a premium to cover the cost of managing the subcontractor.

Following the City's successful acquisition of the HSIPSL grant, the Public Works Department received concerns from downtown residents regarding speeding and increased traffic diverting from Texas Street to Missouri Street. A traffic assessment determined that a four way stop at the intersection is not warranted; however, traffic calming measures are need ed. To address th ese concerns, the department proposes installing channelizers at the intersection to guide traffic and help reduce speeding. As the work can be completed by Chrisp and is estimated to cost under $20,000, staff will proceed with executing a contractor services agreement with Chrisp.

FINANCIAL IMPACT
The Project (CPW070095) has a total budget of $350,000. The construction authorization for this Project will be $329,610.50, which is the total bid amount plus a 10% contingency ($299,645.50 total base bid + $29,965 contingency). This Project will be funded with $249,600 from the HSIPSL (Federal Grant) and $100,400 from the State Gas Tax Fund (Fund 162). The additional work to install the channelizers at the intersection is estimated to cost less than $20,000 and will be covered by the remaining funds allocated to the Project. Finance has confirmed that this additional work will not impact the overall Project budget.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
A notice inviting bids for this project was advertised twice in the Daily Republic newspaper on June 15, 2025, and June 22, 2025. Additionally, a notice of the Project , a complete bid package, or both were distributed to 12 builder’s exchanges throughout the State of California, covering the regions of Redding , San Jose, Stockton and Santa Rosa. One contractor purchased bid documents for this Project.

ALTERNATIVE ACTION
The council may choose not to award the contract, reject all bids and restart the bid process, which would result in a significant delay in the construction Project schedule. Staff does not recommend this as it would cause delays in the Project schedule as required by the grant and the City may potentially lose grant funding. Construction must be allocated by March 31, 2026.

COORDINATED WITH
N/A

STAFF CONTACT
Phil Layoso, Assistant Engineer
(707) 428-7505
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Bid Results

CITY OF FAIRFIELD

RESOLUTION NO. 2025-167

APPROVING THE PLANS AND SPECIFICATIONS AND AWARDING A CONTRACT TO CHRISP COMPANY FOR THE HSIPSL-5132 (060) KENTUCKY STREET & BROADWAY STREET STRIPING

IMPROVEMENT PROJECT

WHEREAS, the HSIPSL -5132(060) Kentucky Street & Broadway Street Striping Improvement Project (Project; CPW070095) was selected to receive $249,600 in Highway Safety Improvement Program Funds to address the lack of bicycle facilities; and

WHEREAS, the Project has a total budget of $350,000; and

WHEREAS, the bid opening for the Project took place on July 15, 2025, and the apparent low bidder was Chrisp Company in the amount of $299,649.50; and

WHEREAS, staff has reviewed the bid documents submitted by Chrisp and found them to be in order; and

WHEREAS, the Public Works Department received concerns from the downtown residents regarding speeding and increased traffic from Texas Street to Missouri Street and a traff ic assessment determined that calming measures are needed; and

WHEREAS, staff propose installing channelizers at the intersection that Chrisp can complete and is estimated to cost under $20,000; and

WHEREAS, staff is recommending that the council award the contract to Chrisp as the lowest responsive and responsible bidder for the total bid amount of $299,649.50.

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

Section 1. The plans and specifications for the Project are hereby approved.

Section 2. The city manager or designee is authorized to enter into a contract with Chrisp Company for the Project in the amount of $299,649.50.

Section 3. The director of public works is hereby author ized to execute and administer change orders for an amount not to exceed the 10% contingency of the agreement value in the amount of $29,965, bringing the total construction authorization to $329,610.50.

Section 4. T he additional work for the channelizer s will be covered by the remaining funds allocated to the Project.

RES. NO. 2025-167

Section 5. The city manager or designee is authorized to enter into an escrow agreement for security deposits in lieu of retention for said contract, if necessary.

Section 6. The city man ager or designee is hereby authorized to implement the above mentioned contract.

PASSED AND ADOPTED this 19th day of August 2025, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

City of Fairfield
Public Works Department

HSIPSL-5132 (060) Kentucky Street & Broadway Street
Striping Improvement Project

NAME OF PROJECT
July 15, 2025, 2:00 p.m.

DATE OF BID

NO. BIDDER AMOUNT
1 Chrisp Company, Woodland CA $299,649.50
2 Zara Construction, Sacramento
CA $501,677.00
3 Globe Engineering, Fairfield CA $524,727.05

Engineer’s Estimate $305,000
Note: This bid summary shows the bids in order as opened but is not a determination of award, responsiveness, or responsibility of bids received. The values computed are values based on staff’s interpretation of the bids, correction of mathematical errors and assumptions made where ambiguous and/or illegible entries are encountered during the review process.

Agenda Item No: K.5

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2025-168 FN Increase Contract Amount for Eide Bailly Agreement and Update the Fiscal Year 2025-2026 Budget

Approving an Increase Contract Amount for Eide Bailly Professional Services Agreement and Authorizing an Update to the Fiscal Year 2025-2026 Budget

Funding Source: $260,000; Intragovernmental Services Fund

Contact: John Furtado, (707) 428-7629

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield requires additional services from Eide Bailly for tax consulting and assistance in filing Inflation Reduction Act (IRA) tax credits currently estimated to be between $2.5 million to $3.2 million. The current contract amount is insufficient to cover the expanded scope of work, necessitating an increase in the contract amount to not exceed $260,000.

DISCUSSION
The City of Fairfield entered into a Professional Services Agreem ent with Eide Bailly on July 11, 2025, to provide tax consulting services related to the filing of IRA tax credits. The scope of services includes advising on tax code, regulations and current guidance, discussing qualifying criteria with architects, engin eers, and contractors, reviewing expenditure request forms and invoices, and assisting with IRS pre-registration filing requirements. The original contract amount was set at $100,000. However, due to the expanded scope of work and additional services required, it is necessary to increase the contract amount to not exceed $260,000.

FINANCIAL IMPACT
The amended contract amount of $260,000 will be funded through the Intragovernmental Services Fund. Any credits received will offset this cost. The $260,000 was not originally budgeted and requires a budget adjustment to the Intragovernmental Services Fund (55120100).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to approve the increase in the contract amount. However, this may result in the City not fully benefiting from the available tax credits, potentia lly leading to higher costs for the City.

COORDINATED WITH
City Manager’s Office

STAFF CONTACT
John Furtado, Director of Finance
(707) 428-7629
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Amendment

CITY OF FAIRFIELD

RESOLUTION NO. 2025-168

APPROVING AN INCREASE CONTRACT AMOUNT FOR EIDE BAILLY PROFESSIONAL SERVICES AGREEMENT AND AUTHORIZING AN UPDATE TO THE FISCAL YEAR 2025-2026 BUDGET

WHEREAS, the City of Fairfield entered into a Professional Services Agreement with Eide Bailly , LLP on July 11, 2025, to provide consulting services related to energy incentives and tax credit filings; and

WHEREAS, the original agreement established a not-to-exceed amount of $100,000; and

WHEREAS, the scope of services has expanded to include additional technical support for energy and infrastructure initiatives, necessitating an increase in the contract amount; and

WHEREAS, the City desires to amend the agreement to increase the not -to-exceed amount to $260,000 to ensure continuity of services and support for time-sensitive federal incentive filings; and

WHEREAS, sufficient funding was not allocated in the City’s approved fiscal year (FY) 2025 -2026 Budget for the expanded consulting services, thus requiring a budget adjustment of $ 260,000; and

WHEREAS, the revised appropriation constitutes an update the FY 2025 -2026 Budget approved pursuant to Resolution No. 2025-103.

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

Section 1. The Cit y Council hereby approves Amendment No. 1 to the Professional Services Agreement with Eide Bailly , LLP, increasing the not -to-exceed amount from $100,000 to $260,000.

Section 2. The council hereby approves an increase in appropriations of $ 260,000 to the Intragovernmental Services Fund (55120100).

Section 2. The city manager is hereby authorized to execute said amendment on behalf of the City of Fairfield.

RES. NO. 2025-168

PASSED AND ADOPTED this 19th day of August 2025, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

1 Revised September 2024
Amendment 1
To Professional Services Agreement
Between
City of Fairfield
and Eide Bailly
This Amendment No.1, made by and entered into as of the _____ day of ______________, 2025, by and between the CITY of FAIRFIELD, a municipal corporation (hereinafter “CITY”), AND Eide Bailly (hereinafter “Consultant”), for the purpose of reviewing the Professional Services Agreement (hereinafter “AGREEMENT”) dated July 11, 2025 between the par ties. This Amendment does not take effect until signed by both parties.

The revisions to the AGREEMENT are limited to those specific below. All other provisions of the AGREEMENT remain in effect as set forth in Exhibit “A”.

The AGREEMENT is amended as follows:

1. Th
e total contract price for services rendered by CONSULTANT under this Agreement shall not exceed $260,000.

Except as specifically set forth herein, all terms and conditions of the AGREEMENT between the CITY and CONSULTANT, dated July 11, 2025, shall remain in full force and effect.

In Witness whereof, the parties throug h their authorized representatives, have affixed their signature.

CITY OF FAIRFIELD
a municipal corporation (CITY)
By
David Gassaway, City Manager

CONSULTANT
By
Kristin Gustafson, Eide Bailly

Agenda Item No: K.6

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2025-169 PR Downtown Theatre Amendment

Approving a Second Amendment to the Management Agreement for the Operation and Maintenance of the Fairfield Center for the Creative Arts to Extend the Term through February 28, 2026

Funding Source: $58,500; General Fund

Contact: Juanita Johnson, (707) 428-7628

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The current Downtown Theatre management agreement is set to expire on August 31, 2025. The operator has requested a minor amendment to extend the agreement through February 28, 2026, to fulfill existing performance commitments. Council approval is r equired to amend the agreement.

DISCUSSION
City Council previously directed staff to initiate a Request for Qualifications ( RFQ)/Request for Proposals ( RFP) process for theatre management services, as the current agreement expires August 31, 2025.

On Ju ne 24, the current operator requested a minor amendment to extend their agreement through February 28, 2026, allowing them to fulfill scheduled performances through the end of the 2025 theatre season.

Given their longstanding service, prior commitments, and the pending outcome of the RFQ/RFP, staff find the request reasonable. If a new operator is selected, the extension also allows time for a smooth transition.

Formal Council action is required to approve the amendment by resolution.

FINANCIAL IMPACT
The estimated total cost for extending the contract is $58,500 which includes an additional quarterly payment of $30,000 for programming through December 2025 and an additional $28,500 with supporting utilities and minor repairs September 2025 through February 2026.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
Provide staff direction as appropriate.

COORDINATED WITH
City Manager’s Office

STAFF CONTACT
Juanita Johnson, Parks & Recreation Superintendent
(707) 428-7628
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Second Amendment
Attachment 4: Downtown Theatre Original Agreement and First Amendment

CITY OF FAIRFIELD

RESOLUTION NO. 2025-169

APPROVING A SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT FOR THE

OPERATION AND MAINTENANCE OF THE FAIRFIELD CENTER FOR THE CREATIVE ARTS TO EXTEND THE TERM THROUGH FEBRUARY 28, 2026

WHEREAS, the City entered into a management agreement with the current operator of the Downtown Theatre on September 1, 2017, per Resolution 2017-226; and

WHEREAS, the agreement was first amended on Ju ly 17, 201 8, per Resolution 2018 -185 to specify ownership, installation, maintenance, and removal of the marquee sign, and to establish that the marquee shall remain the personal property of the operator; and

WHEREAS, the City Council has directed staff to initiate a Request for Qualifications/Request for Proposals (RFQ/RFP) process for future theatre management services; and

WHEREAS, the current management agreement for the Downtown Theatre is set to expire on August 31, 2025; and

WHEREAS, under the terms of the current agreement, the City retains the option to extend the agreement for an additional eight years; and

WHEREAS, on June 24, 2025, the City and the current operator met to discuss upcoming performance commitments, and both parties agreed to a six-month extension of the agreement through February 28, 2026; and

WHEREAS, formal council approval is required to authorize any amendment to the existing agreement.

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

Section 1. The council hereby approves a second amendment to the current Downtown Theatre Management Agreement to extend the term of the agreement from September 1, 2025, through February 28, 2026.

Section 2. The estimated total cost for extending the contract is $58,500 which includes an additional quarterly payment of $30,000 for programming through December 2025 and an additional $28,500 with supporting utilities and minor repairs September 2025 through February 2026.

RES. NO. 2025-169

Section 3. The city manager or their designee is authorized to take all actions necessary to execute this amendment.

PASSED AND ADOPTED this 19th day of August 2025, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

CITY OF FAIRFIELD
RESOLUTION NO. 2017- 226

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD APPROVING

THE MANAGEMENT AGREEMENT FOR THE OPERATION AND MAINTENANCE OF

THE FAIRFIELD CENTER FOR CREATIVE ARTS
WHEREAS, the City of Fairfield owns a property located at 1035 West Texas Street, commonly known as the Fairfield Center for Creative Arts ( FCCA); and WHEREAS, on August 21, 2012, the City entered into an agreement ( the " 2012 Agreement") with the Downtown Theatre Foundation for the Arts ( DTFA) for the operation and maintenance of the FCCA and amended the 2012 agreement on May 19, 2015 ( the " First Amendment") and August 15, 2017 ( the " Second Amendment, and the 2012 Agreement, as amended by the First Amendment and Second Amendment, being the " Current Agreement"; and
WHEREAS, the Current Agreement expires on February 28, 2018; and WHEREAS, the DTFA is in compliance with all terms of the Current Agreement, has increased the number of events by 140%, and has more than doubled the number of patrons who have attended events at the FCCA since it began operating the facility in 2012; and
WHEREAS, the City wishes to continue to engage DTFA for the operation and management of the FCCA pursuant to a new Management Agreement that amends and restates the provisions of the Current Agreement.

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

Section 1: The City Council approves the Management Agreement For the Operation and Maintenance of the Fairfield Center for Creative Arts, in the form attached hereto as Exhibit A ( the " Management Agreement"), with such minor changes as may be approved by the City Manager.

Section 2: The City Manager is hereby authorized to execute the Management Agreement and do all other acts and things necessary to implement this Resolution.

RES. NO. 2017- 226

PASSED AND ADOPTED this 3rd day of October 2017 by the following vote:

AYES: COUNCILMEMBERS: Priceirimm/ BertanVMoyNaccaro NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
ABSTAIN: COUNCILMEMBERS: NONE
ATTEST: c c 7. & #' c

AYOR /

CITY CLERK

EXHIBIT A
Management Agreement for the Operation and Maintenance of the Fairfield Center for the Creative Arts
see attached)

1 CITY OF FAIRFIELD

MANAGEMENT AGREEMENT FOR THE

OPERATION AND MAINTENANCE OF

THE FAIRFIELD CENTER FOR THE CREATIVE ARTS
This Management Agreement ( the " Agreement") is entered into as of[ September 1,] 2017 ( the " Effective Date") by and befinreen the CITY OF FAIRFIELD, a municipal corporation (" CITY") and the DOWNTOWN THEATRE FOUNDATION FOR THE ARTS, a California non profit public benefit corporation (" OPERATOR").

RECITALS
A. The CITY owns that certain improved real property located at 1035 Texas Street, FairFied, CAandcommonlyknownastheFairfieldCenterforCreativeArts (the Center").

B. The CITY desires to provide for the overall management and operations, including marketing and event coordination, of the Center to ensure the highest quality of cultural programming for the public.

C. The OPERATOR has offered to manage the Center for the CITY in exchange for the right to produce. performance or other events there and receive license and other user fees.

D. The CITY wishes to retain OPERATOR to manage the Center for a five year term.

E. CITY and OPERATOR agree that the primary objectives for OPERATOR' s performance under this Agreement are to promote art and culture in Fairfield and to maximize the public use of the Center.

NOW, THEREFORE, in consideration for the mutual promises hereinafter set forth the parties hereto agree as follows:

AGREEMENT
1 KEY DEFINITIONS.

The following terms shall be defined as follows for the purposes of fhis Agreement:

1. 1 Center. " Center" shall mean the FairField Center for Creative Arts, more particularly described in Exhibit A attached hereto and incorporated herein by this reference, including but not limited to the land, buildings, structures and all appurtenances thereto, together with the 2017- DTFA- Agreement- F- 090517 1

Equipment and Other Personal Property listed in Exhibits C and D attached hereto and incorporated herein by this reference.

1. 2 Director. " Director" shall mean the Director of Parks and Recreation of the City of Fairfield or an authorized representative thereof.

1. 3 Equipment. " Equipment" shall mean the equipment directly used to support Performance and which is provided by the CITY on the Effective Date and listed in Exhibit C.

1. 4 Other Personal Property. " Other Personal Property" shall mean furnishings and other objects provided by the CITY on the Effective Date. and listed in Exhibit D:-

1. 5 PerFormance. An event at the Center that is open to the public, was listed in advance on the Center events calendar and has been advertised to the general public, including but not limited to community concert band and symphony concerts, musical theater productions, opera presentations, dramatic/ comedy theater productions, children' s theater productions, choral presentations, cultural music and dance productions, seminars, educational programs and film festivals or viewi' ngs. For the purposes of this definition, when a production includes a play, concert or similar event thaf is perFormed multiple times, a Performance shall occur each time the play, concert or similar event is perFormed.

1. 6 Season. " Season" shall mean 12- mon# h period from September 1 to August 31; provided however, that the 2017- 2018 Season shall begin on the Effective Date and run until August 31, 2018.

1. 7 VI Lease. That certain lease agreement dated as of September 1, 2012 between the CITY and Personal Network Computing, Inc., a California corporation, dba Valley Internet ( the " Lessee"), for an approximately 1150 square foot portion of the Center identified more particularly on Exhibit A (the " Leased Area").

Other capitalized terms shall have the meanings set forth below upon first usage. 2 APPOINTMENT OF OPERATOR

2. 1 OPERATOR' s Role. CITY hereby retains OPERATOR as an independent contractor to manage and operate the Center, and OPERATOR hereby agrees to manage and operate the Center as an independent contractor, on the terms and conditions stated in this Agreement. The parties agree that this Agreement is a contract for . services only and under no circumstances shall it be deemed to be a lease or conveyance of an interest in the Center or any other real property. 2017- DTFA- Agreement- F- 090517 2

2. 2 Improvements. OPERATOR shall make no improvements, additions, alterations or changes (" Improvements") to the Center unless OPERATOR: .( i) obtains the prior written approval of the Direc# or, which approval may be granted or withheld in his or her sole and absolute discretion; ( ii) complies with such terms and .conditions as may be imposed by the Director; ( iii) secures all applicable licenses, permits and other governmental approvals necessary to complete the construction of the Improvements; and ( iv) causes all Improvements to be designed and constructed so as to be consistent with the currently- existing buildings and improvements on the Center, unless otherwise specifically approved by the Director in writing. Unless Improvements are ( x) requested by CITY, ( y) required by CITY' s Capital Obligations in Section 6. 1 below, or (z) included among maintenance for which CITY has some financial obligation under Section 5. 2 below, OPERATOR stiall bear the entire cost of the Improvements.

2. 3 Ownership of Improvements, Equipment and Records.

Ownership of all structures, buildings or Improvements comprising the Center, along with the Equipment and Other Personal Property, shall remain vested in the CITY. OPERATOR shall obtain written approval from CITY prior to removing any Equipment or Other Personal Property from the Center: OPERATOR acknowledges and agrees that all records, contracts, and resource contacts related to the operation and management of the Center are public records and are the property of the CITY. 3 ACCEPTANCE

3. 1 Center Complete. The OPERATOR acknowledges, agrees and accepts that the Center is complete, ready to operate and in good and proper working condition. Such acceptance will be subject to an inspection of the Center by OPERATOR immediately before fhe Effective Date. In the event of any disagreement regarding the contents of Exhibits B, C or D, OPERATOR and CITY will work cooperatively to resolve the disagreement and revise the Exhibits as appropriate.
4 TERM

4. 1 Term. The term of this Agreement shall be eight ( 8) years beginning on September 1, 2017 and expiring on August 31, 2025:( the Initial Term"), subject to earlier termination or cancellation as provided in Sections 4. 3 and 10 of this Agreement.

4. 2 The CITY may extend the term of this Agreement for an additional eight ( 8) years by providing written notice ( the " Extension Notice") to OPERATOR at least three ( 3) years prior to the expiration of the Initial Term. OPERATOR has thirty ( 30) days after the date of the 2017- DTFA- Agreement- F- 090517 3

Extension Notice to provide the CITY written notice that OPERATOR will not extend the Initial Term.

4. 3 Earlv Termination.
a) Notwithstanding the foregoing, CITY may terminate this Agreement if: ( i) OPERATOR is in Default, pursuant to Section 10 of this Agreement, ( ii) at the end of each Season, OPERATOR has failed to provide at least thirty (39) Performances at the Center during the Season; provided, however, that in the event that the 2017- 2018 Season is less than 12 months, the City, shall prorate the number of required Performances for the 2017- 2018 Season, or { iii) the City Council determines that a material reduction in the City' s fiscal resources prevents the City from paying the Operator' s compensation. b) In the event that CITY terminates this Agreement pursuant to clause ( ii) of Section 4. 3 ( a), CITY shall provide written notice to OPERATOR within sixty (60) days of the end of the Season and this Agreement shall terminate on the date that is thirty ( 30) days after the date of the CITY' s termination notice.
c) In the event that CITY terminates this Agreement pursuant to clause ( iii) of Section 4. 3 ( a), City shall provide OPERATOR written notice thirty 30) days prior to the termination date. In the event of such notice, OPERATOR shall have the option to renegotiate the Agreement to assume all operational expenses and responsibilities for the FCCA.
4: 4 Destruction or Damaqe to Center. Notwithstanding any . other provision of this Agreement, should the Center suffer destruction or extensive damage not covered by CITY' s joint powers insurance program, which destruction or damage needs to be repaired in order for the Center to function, CITY shall have the right to terminate this Agreement by written notice to OPERATOR.
5 OPERATOR' S RIGHTS AND OBLIGATIONS

5. 1 Center Proqramminq. OPERATOR shall have the exclusive right to operate the Center and retain all license, admission, fees and other Performance related income ( such as concession earnings from programming occurring at the Center) during the Term hereof, provided that OPERATOR markets, promotes and manages the Center as a community cultural center in accordance with the following:
a) PerFormances. OPERATOR shall provide at least thirty- nine ( 39) Performances per Season, with at least four ( 4j different local groups ( i.e., gr.oups with headquarters in Solano, County) included among the producers or sponsors of such Performances.
2017- DTFA- Agreement- F- 090517 4

b) Public Use; Marketinq. OPERATOR shall use its best commercial efforts to effectively market, promote and schedule the Center for cuftural uses that benefit the public. OPERATOR shall retain discretion to schedule events or negotiate with event producers or performers to change dates; but once an event has been scheduled and the producer has entered into a booking agreement with OPERATOR, the booking shall not be changed without the consent of the producer or performer; provided, however, that in the event the OPERATOR determinesit is necessaryor advisableto changea bookingdueto healthor safety concerns, no such consent is needed.
c) Annual Events Calendar. OPERATOR shall annually provide CITY a calendar of PerFormances and other events for each Season. As soon as practical following-any changes to the calendar, OPERATOR shall provide City an update to the calendar.
d) Fee Schedule. OPERATOR may charge reasonable fees for the use of the CENTER; provided, however, that OPERATOR shall provide CITY by January 15 of each year, for review by the Director, an annual fee schedule; and provided further, that the fee schedule shall be affordable for local non- profit perForming arts groups:
e) Ticket Sales. OPERATOR shall provide for the sale of tickets to Performances through the Center box office, Internet sales or other means.

Gallery Space. The Center' s Gallery Space as identified on Exhibit A shall be used for art displays, PerFormances or other events and shall not be used as an office.
g) Air Force Band. OPERATOR shall permit the Air Force Band to use the Center without any fees for one public Performance each year if said band wishes to do so, provided that the band schedules its perFormance in accordance with the Center scheduling policy.
h) Utilities. OPERATOR shall be responsible for arranging for and paying the cost of all utility services for the Center, including but not limited to, water, gas, electricity, sewer and trash removal. CITY shall reimburse OPERATOR on a monthly basis for sixty percent ( 60%) of the total monthly cost of utilities. Gas and electricity drawn by the Lease Area shall be sub rriefered and billed by OPERATOR directly to Lessee or any subsequent lessee of such area.
i) Coordination with CITY. OPERATOR shall coordinate with the CITY as necessary in the performance of its obligations hereunder. j) Business License. OPERATOR shall maintain a valid City of FairField Business License at all times during the duration of the Agreement. 2017- DTFA- Agreement- F- 090517 5

k) Donor Plaque. OPERATOR may install one or more plaques to recognize donors to OPERATOR' s foundation alongside of the existing plaques that recognize donors to the construction of the Center.

5. 2 Maintenance Services.
a) CITY shall maintain, repair and replace any and all equipment, windows, plumbing, electrical, fire and safety systems, roof, pest control, HVAC, exterior trash bins, trash enclosure and all other systems currently presenf in the building in accordance with the attached maintenance schedule in Exhibit B-2 the " FCCA Maintenance Mission, Building Maintenance Checklist, and Preventative Maintenance Cheeklist"); excluding any custodial work such as, but not limited to sweeping, mopping, vacuuming, emptying trash, cleaning windows, and carpet cleaning. Any repair with a total cosf exceeding $ 3, 000 ( a Major Repair Cost Item"), will be considered the CITY' s Capital Improvement obligation under Section 6. 1; provided, however that the Director shall have the discretion to decide whether and when to undertake a Major Repair Cost Item, with the intention of prioritizing issues that impact the safety, health and welfare of the OPERATOR and patrons of the facility.
b) OPERATOR shall maintain, repair, and replace all theatre specific equipment in accordance with Exhibit B- 1 ( the " Technical Theatre Equipment Maintenance Schedule") and Exhibits C- 1 { the " List of Additional Technical Equipment 2012"), C2 ( the " FCCA Stage Drapery Specifications") and C3 ( the FCCA Equipment Replacement List"). OPERATOR shall also be responsible for the day-to-day janitorial and maintenance duties listed in Exhibit B-3 (the "FCCA Janitorial and Maintenance Duties°'). Equipment that is replaced by OPERATOR shall become the property of CITY if indicated in Exhibits B, C and D.

OPERATOR will not be responsible for maintaining and repairing the Center exterior landscaping or Center parking lot areas ( the " Public Areas"); provided, however, that OPERATOR shall be required to keep the outdoor courtyard of the Center in good operable, usable and sanitary order. The canopy in the courtyard shall be maintained by OPERATOR until it is either beyond repair or repairs wouldbe unreasonablyexpensive, inwhichcaseOPERATOR, in its discretion, may remove and dispose of the canopy. CITY may require OPERATOR to remove the canopy. Neither party shall be required to replace the canopy. c) OPERATOR shall maintain, repair and if. it desires, replace the Other Personal Property as listed in Exhibit D entirely at OPERATOR' s expense.

OtherPersonalPropertythatisreplacedbyOPERATORshallbecomethe property of the City Under no circumstance shall the maintenance, repair or replacement of the Other Personal Froperty be considered a Major Cost Item for which CITY is responsible.

5. 3 Foundation Orqanizational 1Nork.
2017- DTFA- Agreement- F- 090517 6

OPERATOR shall maintain status as a tax exempt 501 ( c) 3 organization.

During the first year of the term, OPERATOR shall:
a) Fund raise an amount necessary to demonstrate the financial capacity to pay the anticipated expenses for the next Season; b) Hold monthly board meetings; and

5. 4 Compliance with Laws. OPERATOR shall comply with all municipal ordinances and all state and federal laws and regulations applicable to the operation of the Center. OPERATOR shall not knowingly permit any illegal activities to be conducted af the Center. If any permits or licenses are required for an activity- of OFERATOR under this Agreement, OPERATOR shall obtain all such required permits or licenses from the appropriate agency before undertaking the activity.

5. 5 OPERATOR' s Obliqation to Refrain from Discrimination.

OPERATOR shall not discriminate against any person or group of persons on account of age, race, color, creed, religion, ancestry, national origin, gender, sexual orientation or disability in the performance of OPERATOR' s duties and obligations under this Agreement. Neither OPERATOR nor any person claiming under or through it shall establish or permit. any practice of diserimination in the hiring of staff, selection of vendors and operators, the access to and use of the Center or in the performance of OPERATOR' s duties and obligations under this Agreernent.

5. 6 Siqns. OPERATOR shall not change exterior signage without prior written CITY approval. Notwithstanding the foregoing, OPERATOR shall be allowed to change the temporary flags and glass displays.

5. 7 No Assiqnment. OPERATOR acknowledges that the CITY is entering into this Agreement in reliance on the unique skills, reputation, experience and business philosophy of OPERATOR and the personal qualifications of the officers and employees whom OPERATOR has designated to implement this Agreement. Consequently, OPERATOR shall not assign all or any part of its rights or obligations under this Agreement without the prior written consent of Director, which consent may be withheld or conditioned in the reasonable discretion of the Director.

Notwithstanding the foregoing, OPERATOR shall be allowed to hire staff or consultants or contractors for specific tasks to assisf the OPERATOR in implementing this Agreement.

5. 8 Prevailing Waqes. OPERATOR shall comply with any
prevailing wage law of the State of California as applicable to its activities under this Agreement, including but not limited to any determination issued by the California Department of Industrial Relations regarding the operation 2017- DTFA- Agreement- F- 090517 7

and maintenance of the Center and the construction or installation of any Improvements.
6 CITY' S RIGHTS AND OBLIGATIONS

6. 1 Capital Improvements. CITY will. be responsible for replacing all capital improvements with a useful life of five (5) years or more, including but not limited to, the roof, HVAC, carpeting, foundation and other building. fixtures at CITY' s expense if CITY reasonably determines that such replacements are necessary due to age and use; provided, however, that CITY shall have no obligation to pay for the replaeement of capital improvements that need to be replaced due to OPERATOR neglect or damage.

6. 2 CITY Access to Center: CITY shall have the right to access the Center for any repair/maintenance to CITY's telecommunication equipment or connections or to conduct maintenance activities in accordance with Section 5. 2, at all times; provided, however, that CITY' s activities during such access shall not unreasonably interfere with Performances. CITY will provide OPERATOR reasonable advance notice of such access.

6. 3 Quarterly Inspections: CITY shall have the right to conduct quarterly inspections of the Center including but not limited to the equipment, plumbing, electrical, fire and safety sysferris, roof, pest control, HVAC, and all other systems currently present in the building.

OPERATOR may be required to provide appropriate staff during inspections to respond to questions about maintenance and repair in connection with the requirements of Section 5. 2.

6. 4 CITY' s Use of the Center: OPERATOR agrees that the CITY shall have use of the theater ( including house and stage), Rehearsal Roomor lobbyportionof the Centerfor CITYeventsupto twenty-five (25) times each year at no cost to the CITY. CITY' s use of the Center shall be limited to CITY functions and may not be assigned to others. One member of OPERATOR' S personnel shall be provided to assist at CITY events at no charge to the CITY. In the event extra technicians are required,_ the CITYshall paythe thencurrenthourlyfee for eachextrafechnician. a) CITY will be responsible for related set up and clean-up of the lobby and Rehearsal Room. OPERATOR will be responsible for the set up and tear down of the theatre ( house and stage) with assistance from CITY staff, if needed.
b) The CITY shall schedule events in advance to the extent reasonably feasible to prevent conflicts. CITY will make every effort to schedule events and provide OPERATOR with at least three ( 3) weeks advance notice. In 2017- DTFA- Agreement- F- 090517 8

the event shorter notice is given, OPERATOR shall use its best efforts to accommodate the request. OPERATOR will make every effort to be a contributing part of the community and supporter of downtown Main Street. 7 OPERATOR' S COMPENSATION

7. 1 Performance- based Fee. CITY shall pay OPERATOR a fee of$ 3,076.92 per PerFormancefor up to 39 Performances per Season. In no event shall the amount of the fee exceed $ 30, 000 per quarter.

7. 2 Quarterlv Payment. The City shall pay the# ee in advance on a quarterly basis (" Quarterly Payment") on a date tfiaf is on or. before the first day of the first month of the quarter. For the purposes of this Section 7, the quarters shall follow the Season which begins in September( i.e., September/ Oetober/ November; December/ January/ February; March/ April/ May; and June/ July/August).

7. 3 2017 First Quarter Payment. The CITY paid and
QPERATOR received a one- time pre- payment of$ 20, 000 for September and October of 2017. Accordingly, the City shall pay a Quarterly Payment of$ 10, 000 on orbefore October 1, 2017.

7. 4 Reconciliation. The City shall reconcile the Quarterly Payments for the Season against the actual Performances within thirty ( 30) days of the end of the Season: The City may offset the subsequent Season' s first Quarterfy Payment by an amount thafi represents the overpayments for the prior Season.
8 FINANCIAL AND BUSINESS RECORDS

8. 1 Financial and Accounting Procedures. OPERATOR shall mainfain a method of accounting for all the revenues and expenses in connection with the operation of the Center, which shall correctly and accurately reflect the revenues and disbursements made by OPERATOR for the operation of the Center. OPERATOR shall provide CITY with quarterly reports of revenue and expenses for the operation of the Center.

OPERATOR shall establish and implement adequate internal controls for the operation of the Center. The methotl of aecounting established for the operation of the Center shall be separate from the accounting system used for any other program operated by OPERATOR. Such method shall includethe keepingof at leastthe followingdocuments:
a) Regular books of account such as general ledgers showing fixed assets and CITY owned equipment inventory;
2017- DTFA- Agreement- F- 090517 9

b) Journals including any supporting and underlying documents such as vouchers, checks, tickets, bank statements, etc.; and c) Data necessary for State and Federal income tax returns and sales tax returns and checks and other documents proving payment of sums shown.

8. 2 Audit of Records. All documents, books and accounting records kept by OPERATOR pursuant to fhis Article 8 shall be open for inspection by CITY at any reasonable time during the term of this Agreement and for at least three ( 3) years thereafter. In addition, CITY or its authorized representatives may, from time to time, and. at their own expense, conduct an audit of the books of the operation of the Center and observe the operation of the business: The CITY shall use reasonable efforts to minimize the interruption with the normal operation of the Center during any inspection or audit performed pursuant to the provisions of this Section.

8. 3 Annual Financial Statements. OPERATOR shall submit financial statements prepared by a Certified Public Accountant for the operation of the Center to CITY within one hundred eighty ( 180) days after each of OPERATOR' s fiscal years.

8. 4 Public Records. OPERATOR. acknowledges that all
information obtained in connection with the CITY' s inspections of the records or audits may be or become subject to public inspection and/ or reproduction as public records.
9 INSURANCE AND HOLD HARMLESS
9: 1 Insurance. OPERATOR shall obtain the following insurance:
a) Worker' s Compensation Insurance. OPERATOR shall take out and maintain during the term of this Agreement worker' s compensation insurance and employer' s liability insurance in the amount of$ 1, 000, 000 per accident for all workers employed pursuant to this Agreement. OPERATOR shall require its subcontractor( s) to provide worker' s compensation insurance for all of subcontractor' s employees, as required by the State of California. b) General L.iabilitv. OPERATOR shall obtain and maintain in full force and effect during the term of this Agreement, Commercial General Liability coverage in the amount of$ 1,000,000peroccurrenceforbodilyinju .ry, personal injury, property damage, products and completed operations, and $ 2, 000, 000 in . the aggregate.
c) Automobile Liabilitv. OPERATOR shall obtain and maintain in full force andeffectduringthe termof thisAgreement, AutomobileLiabilitycoverage in the amount of$ 1,000, 000 per occurrence for bodily injury and property damage. The policy shall include Code 1 — Any Auto coverage. 2017- DTFA- Agreement- F- 090517 10

d) Property Insurance. CITY shall maintain on the Center, a policy of property insurance covering the structures, including but not limited to the theatre, restrooms, maintenance structures, and associated contents. e) Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the CITY. At the option of the CITY, either: ( i) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the CITY, its officers, officials, employees and volunteers; or ( ii) the OPERATOR shall provide a financial guarantee satisfactory to the CITY guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
fl Insurance Requirements.
1) Acceptability of Insurers: Insurance is to be placed with insurers with a current A. M. Best' s rating of no less than A:VII, unless otherwise acceptable to CITY. Insurers shall also be licensed to operate as an admitted carrier in the State of California unless specifically waived by the CITY.
2) Cancellation of Coverage: Each insurance policy required by this Section 9 shall provide that the coverage shall not be canceled by eitherparty, exceptafterthirty (30) days' priorwrittennoticebycertified mail, return receipt requested, has been given to the CITY. 3) Additional Insured: For the commercial general liability and automobile liability coverages, the policies shall be endorsed to add the CITY of Fairfield, its officers, officials, employees and volunteers as additional insureds by completion of CITY' s standard endorsement form.

The CITY at its sole discretion may accept alternate endorsement forms of insurer ( i. e. ISO form CG 20 10 11 85 for General Liability). The CITY shall be covered as an additional insured with respect to liability arising. out of vehicles owned, leased, hired or borrowed by' or on behalf of OPERATOR; and with respect to liability arising out of work or operations performed by or on behalf of the OPERATOR including materials, parts, or equipment furnished in connection with such work or operations. 4) Primary Insurance: For any claims related #o this Agreement, OPERATOR' S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by the CITY shall be excess of the OPERATOR' S insurance and shall not contribute with it. g) Certificates of lnsurance. OPERATOR shall complete and file in CITY' s Department of Parks & Recreation, within fifteen ( 15) days of the execution of this Agreement, and prior to engaging. in any operation or activity set forth in this Agreement, original certificates of insurance and endorsements 2017- DTFA- Agreemenf- F- 090517 11

effecting coverage as required in this Section 9. No cancellation, change in coverage or nonrenewal by the insurance company will be made during the term of this Agreement; without thirty ( 30) days' written notice to CITY prior to the effective date of such cancellation or change in coverage. OPERATOR shall file with the CITY concurrent with the execution of this Agreement, the CITY' s standard endorsement form providing for each of the above requirements. In the event that ( i) OPERATOR informs CITY that it cannot provide the coverage or a related endorsement for each of the above requirements; or ( ii) CITY tenders a claim to OPERATOR or otherwise notifies OPERATOR in writing of a claim, and OPERATOR or its insurer fails to respond to CITY in writing within ten ( 1.0) working days; fhen CITY shall have the right to require OPERATOR to provide complete, certified copies of all insurance policies for the Center ( or, if the policies cover other facilities in addition to the Center, those portion of the policies which are necessary for CITY to understand the terms and conditions of coverage), including endorsements effecting the coverage required by this Section 9.
h) Material Breach. Failure of OPERATOR to meet any requirement as specified in Section 9, after written notice and cure period, if any, provided by Section 10, shall be deemed to be a material breach of the Agreement with consequences resulting as specified in this Agreement.

9. 2 Waiver of Subroqation. The parties release each other, and their respective authorized representatives, from any claims for damage to any person or to the Center and the buildings and other improvements comprising the Center, and to the fixtures, personal property, improvements, and alterations in or at the Center, that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage.

9. 3 Hold Harmless
a) OPERATOR shall hold harmless, defend and indemnify GITY and its elective and appointive boards, commissions, officials, officers, agents, employees,. and volunteers from and against any and all liability, loss, damage, expense, costs ( including, without limitation, any fines imposed by administrative or regula#ory bodies, and costs and fees of litigation) of every nature arising out of or in connection with: ( a) the negligent or willful misconduct of OPERATOR or its officials, officers, agents, employees and volunteers; ( b) OPERATOR' s performance of its obligations and conduct of its agents hereunder; or ( c) OPERATOR' s failure to comply with any provision of this Agreement; except such loss or damage which was caused by the negligence or willful misconduat of the CITY or its officials, officers, agents, employees, and volunteers. b) The acceptance by CITY or deposit with .CII' Y by OPERATOR of any of the insurance policies described in this Article 9 shall not relieve OPERATOR of its obligations under Section 9. 3( a), which shall apply to all 2017- DTFA- Agreement- F- 090517 12

damages and claims for damages of every kind suffered, or alleged to have been suffered, on the Center or in connection with the operations of OPERATOR, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. Nothing in this subparagraph 9. 3( b) shall be deemed to interfere with the operation of the mutual Waiver of Subrogation in Paragraph 9.2 above.
10 DEFAULT

10. 1 OPERATOR' S Default. Tiie occurrence of any one or more of the following events if not cured within any time pecmitted after written notice thereof from the CITY to OPERATOR shall constitute a default and breach of this Agreement by OPERATOR:
a) OPERATOR' s abandonment of its duties for ten ( 10) days or more, of OPERATOR' s vacation of the Center;
b) OPERATOR' s failure promptly and fully to perform any other covenant, condition or agreement contained in this Agreement where such failure continues for thirty (30) days after written notice from CITY to OPERATOR or, in the event that any such failure is of a nature such that. it cannot be remedied within thirty (30) days, OPERATOR's failure immediately to commence and thereafter continuously to pursue to completion a remedy of such failure; c) the levy of a writ of attachment or execution on this Agreement or on any of the property of OPERATOR located in or on the Center and such levy or execution is not stayed prior to the enforcement of such writ of attachment or execution;
d) the making by OPERATOR of a general assignment for the benefit of creditors, or of an arrangement, composition, extension or adjustment with its creditors; or
e) the filing by or against OPERATOR of a petition for relief or other proceeding under the federal bankruptcy laws or state or other insolvency laws, where the same is not withdrawn or dismissed within forty- five ( 45) days, or the assumption by any court or administrative agency, or by a receiver, trustee, or custodian appointed by either, of jurisdiction, custody or control of the Center or any substantial.part of the assets or property of OPERATOR, where such jurisdiction, custody or control remains unrelinquished, unstayed or unterminated for a period of forty-five (45) days.

10. 2 CITY' s Default. The occurrence of any one or more of the following events if not cured within any time permitted after written notice thereof from the OPERATOR to CITY shall constitu# e a default and breach of this Agreement by CITY:
2017- DTFA- Agreement- F- 090517 13

a) CITY' s failure to pay any sums payable under this Agreement when and as the same shall become due and payable and such failure shall continue for a period of thirty (30) days after written notice (specifying the item not paid) thereof from OPERATOR to CITY;
b) CITY' s failure to comply with any of the covenants, agreements, terms or conditions contained in this Agreement and such failure shall continue for a period of thirty ( 30) days after written notice thereof from OPERATOR specifying the nature of.such failure;
c) If CITY shall become insolvent or file any debtor proceedings, or should any adjudications in bankruptcy be rendered against CITY, or should take or there be taken against GITY in any court pursuant to any statute either of the UnitedStatesor of anyStatea petitionin bankruptcyor insolvencyor for reorganization or for the appointment of a receiver or trustee of all or a portion of CITY' s property; or
d) If CITY makes an assignment for the benefit of credi# ors, or petitions for or enters into a reorganization or other arrangement regarding its debts.

10. 3 Remedies.
a) In the event of either party's default as described in Sections 10.1 and 10.2, the non- defaulting party shall serve the defaulting party with written notice of the condition( s) constituting the breach which notice shall specify the date by which the breach shall be cured. If the defaulting party fails to cure: the breachbythe datespecified;whichdateshallbe at leastthirty (30) daysfromthe date of the notice unless a longer or shorter period is specifically provided in this Agreement, the defaulting party agrees that the non-defaulting party may elect to undertake any work necessary to diligently maintain the Center or to otherwise cure the breach. Should the non-defaulting party elect to undertake such work, it shall serve the defaulting party with two ( 2) business days' written notice of its intent to undertake the work and the exact nature of the work or correction it intends to perfo. rm. Such notice shall be served personally, or by certified mail, return receipt requested, upon the defaulting party at the address set forth in Article 12. If the defaulting party does not complete such work or provide assurances acceptable to the non- defaulting party in its sole and absolute discretion by the end of the two (2) day period, the non-defaulting party may perform the work, and the performance of th'e work by the non- defaulting, party shall be at the sole expense of the defaulting party.
b) If the non-defaulting party undertakes work pursuant to the procedure set forth in Section 10. 3( a), it shall make demand upon the defaulting party for payment of the non- defaulting party' s costs. If the defaulting party fails to pay the costs incurred by the non-defaulting party within 30 days of the date demand is made, the non- defaulting party may bring legal action to collect the 2017- DTFA- Agreement- F- 090517 14

sums due. The defaulting party agrees that if legal action is necessary to collect the amounts expended by the non- defaulting party, the defaulting party shall pay the non-defaulting party's reasonable attorney's fees and court costs, together with interest from that date which is 30 days after the non-defaulting party has made demand for payment. Any actions to or by the non- defaulting party pursuant to Sections 10.3(a) or 10.3(b) shall not cure any default by the defaulting party.
c) If the non-defaulting party chooses not to correct the condition identified in the notice of default described in Section 10. 3( a), or the event of default cannot be cured, the non-defaulting party may terminate this Agreement upon ten ( 10) days' written notice to the defaulting- party. d) If either party terminates this Agreement pursuant to this Section

10.3, the terminating party shall have the following rights:
1) to collect from the other party any monies owing under this Agreement; and
2) to pursue any other appropriate civil and criminal remedies. 11 APPROVALS

11. 1 Approvals. Except as otherwise provided in this Agreement, a consent or approval referred to herein of either party shall not be unr. easonably withheld or conditioned. Whenever either party has called upon the other to execute and deliver a consent or approval in accordance with the terms of this Agreement, the failure of such party to respond to the demand within five ( 5) business days after written request therefor is given in accordance with the terms hereof, or such other period as specifically set forth in this Agreement, shall be deemed to be a consent or approval. In the event that either party refuses to give its consent or approval to any request by the other, such refusing party shall indicate by written notice to the other the reason for such refusal unless this Agreement permits the consent or approval to be withheld without cause or in the sole discretion of either party.

11. 2 No Waiver. Neither CITY' s execution of this Agreement nor any consent or approval given by CITY hereunder in its capacity as a party to this Agreement shall waive, abridge, impair or otherwise affect CITY' s powers and duties as a governmental body. Any requirements under this Agreement that OPERATQR obtain consents or approvals of CITY are in addition to and not in lieu of any requirements of law that OPERATOR obtain approvals or permits. However, CITY shall attempt to coordinate its procedures for giving contractual and governmental approvals so that OPERATOR' s requests and applications are not unreasonably denied or delayed.
2017- DTFA- Agreement- F- 090517 15

12 NOTICE
Any notice, demand, request, consent, approval or communication that either partydesiresor is requiredto giveto the otherpartyshall be inwritingand shall be deemed given as of the time of hand delivery to the addresses set forth below, or three 3) days after deposit into the United States mail, postage prepaid, by registered or certified mail, return receipt requested. Unless notice of a different address has been given in accordance with this Article 12, all such notices shall be addressed as follows:

If to CITY:

Director of Parks & Recreation
CITY of FairField
1000 Webster Street
Fairfield, California 94533
If to OPERATOR:

Downtown Theatre Foundation for the Arts
1035 Texas Street
Fairfield, CA 94533
13 EXHIBITS.

13. 1 All Exhibits attached hereto are incorporated herein by this reference as if fully set forth herein; provided, however, in the event that at the time of the execution of this Agreement any of the Exhibits to be attached are incomplete, the parties shall use their best efforts to complete such Exhibits at the earliest possible date. To the extent this Agreement may be rendered unenforceable by the lack of completion of any of the Exhibits, such defect shall be cured as such incomplete Exhibits are made complete in accordance with this Section, except to the extent that such Exhibits are deemed and stipulated by.the parties to be complete on the execution of this Agreement by the parties hereto. If any Exhibits are subsequently changed by the mutual written agreement of the parties, the Exhibits shall be modified to reflect such change or changes and initialed by the parties. Notwithstanding anything to the contrary in this Agreement, the Director is authorized to modify Exhibits C and D, with the agreement of the OPERATOR, to accurately reflect any changes, including but not limited to additions, removal and alterations to the equipment and other person'al property listed therein.

13. 2 Entire Aqreement: T iis Agreement and the Exhibits hereto embody the entire agreement and understanding of the parties relating to 2017- DTFA- Agreement- F- 090517 16

the subject matter hereof and supersede all prior representations, agreements, and understandings, oral or written, relating to such subject matter.

13. 3 Amendment and Waiver. This Agreement may not be
amended or modified in any way except. by an instrument in writing executed by all parties hereto; provided, however, either party may, in writing, ( i) extend the time for performance of any of the obligations of the other, ( ii) waive any inaccuracies and representations by the other contained in this Agreement, ( iii) waive compliance by the other with any of the covenants contained in this Agreement, and ( iv) waive the satisfaction of any condition that is precedent to the performance by the party so waiving of any of its obligations under this Agreement.

13. 4 No Partnership or Joint Venture. Nothing contained herein shallbe deemedor construedbythe partiesheretoor by anythirdpartyas creatingthe relationshipof (i) a partnership, or (ii) ajoint venturebetween the parties hereto.

13. 5 Severability. Except as expressly provided to the contrary herein, each section, part, term, or provision of this Agreement shall be considered severable, and if for any reason any section, part; term, or provision herein is detecmined to be invalid and contrary to or in conflict with any existing or future law or regulation by a courf or governmental agency having valid jurisdiction, such determination shall not impair the operation of or have any other affect on other sections, parts, terms, or provisions of this Agreement as may remain otherwise intelligible, and the latter shall continue to be given full force and effect and bind the parties hereto, and said invalid sections, parts, terms, or provisions shall not be deemed to be a part of this Agreement.

13. 6 Survival. All covenants, agreements, representations, and warranties made herein shall survive the execution and delivery of ( i) this Agreement, and ( ii) all other documents and instruments to be executed and delivered in accordance ' herewith, and shall continue in full force and effect.
13: 7 Construction and Interpretation of Aqreement. This Agreement shall be governed by and construed under the laws of the State of California. Should any provision of this Agreement require judicial interpretation, it is: agreed that the court interpreting or considering same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of the rule or conclusion that a document should be construed more strictly against the party who itself or through its agent prepared the same. It is agreed and stipulated that all parties hereto have equally participated in the preparation of this 2017- DTFA- Agreement- F- 090517 17

Agreement. and that legal counsel was consulted by each party before the execution of this Agreement.

13. 8 Captions. Captions, titles to sections, and paragraph headings used herein are for convenience of reference and shall not be deemed to limit or alter any provision hereof.

13. 9 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same Agreement.

Signatures appear on the following page.] - -
2017- DTFA- Agreement- F- 090517 18

IN WITNESS WHEREOF, the undersigned have executed this Agreement at Fai eld, California, as of the date first written above.

CtTY OF FAIRFIELD,
a municipal corporation
City Manager
ATTEST:

V
TY lerk

DOWNTOWN THEATRE FOUNDATION FOR THE ARTS,
a California non profit public benefit corporation
By:

President
By:

Vice President
2017- DTFA- Agreement- F- 090517 19

LIST OF EXHIBITS
A. Description of Center
B. Maintenance Schedule
C. CITY Equipment
D. CITY Other Personal Property
2017- DTFA- Agreement- F- 090517 20

LIST OF EXHIBITS
A. Description of Center
B. Maintenance Schedule
C. CITY Equipment
D. CITY Other Personal Property
2017- DTFA- Agreement- F- 090517 20

LIST OF EXHIBITS
A. Description of Center Page 2
B. Maintenance Schedule Pages 3 - 13
C. CITY Equipment Pages 14- 20
D. CITY Other Personal Property Pages 21 - 26
2017- DTFA- Exhibits- F- 09051Z EXHIBITS Page 1 of 26

EXHIBIT A

DESCRIPTION OF CENTER
A 22, 000 s.f. building ( APN 0030- 235- 010) located at 1035 West Texas Street, Fairfield, CA 94533. The property consists of a theatre ( including stage & tech booth), gallery, kitchen, administration offices, maintenance shop, storage rooms, public restrooms, green room lobby, dressing area, rehearsal room, a Channel 26 control room and video studio, and an outdoor courtyard area.

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2017- DTFA- Exhibits- f- 090517 EXHIBITS Page 2 of 26

EXHIBIT B

MAINTENANCE SCHEDULE
B1— Technical Theatre Equipment Maintenance Schedule
B2— Building Maintenance Checklist and Preventative Maintenance Checklist 63— FCCA Janitorial Maintenance Duties
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 3 of 26

EXHIBIT B- 1

TECHNICALTHEATRE EQUIPMENT' MAINTENANCE SCHEDULE
To be performed by qualified and trained staff or contractor. J Item .=:, ", K ach Use,,; Weekly, ,,, Monthly; 8 Monthly Annual" tF
Notes'
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Air Compressor 2, 5, 7, 8 17 12 Pressure set correctly
Radial Arm Saw 2, 5, 6, 7, 8 1, 2, 3, 5, 6, 7, 8 Bi- annual sharpen blade Dust collector 1, 2, 7, 8 7 Empty depending on
use
Lumber rack 21 21
Drop Pipe rack 2L 21 21 Safety Cable
Lighting Cable 21 21 21 Don' t mix cable
Storage rack
High lift 1, 2, 5, 7 10, 12 9, 10, 12, 17
Floor Area 7 7 7 7 7, 24
Small Hand Tools 2, 5, 8, 20 2, 5, 8, 20 2, 5, 8, 20 Repair or replace as needed
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Lighting 2, 22 2, 22 2, 3, 5, 7, 22 Check bases for arching Instruments
Over stage Electrics 1, 2; 22 1, 2, 22 1, 2, 22 1, 2, 7, 22 Pre show dimmer check AP Electrics 1, 2, 7, 22 1, 2, 7, 22 1, 2, 7, 22 1, 2, 7, 22 Pre show inspection Follow Spots 1, 2, 3, 5 2, 5, 7 Stored correctly with
dust cover
House Lighting 1, 2, 5 1, 2, 5 1, 2, 5, 24 Re lamp as needed Fixtures
House and Lobby 5, 7 5, 7 Dismantle and vacuum
Dimmer rack
Main Lighting 5, 7 5, 7 Repair SCR Relay
system dim rack modules as needed
Unison/ Express 5 5 5, 7 Stored correctly with
controller dust cover
RFU 5, 7 5, 7 5, 7 Properlystored
Fog Machines 5, 5 3, 5, 8 3, 5, 8, 10 Properly stored/ cleaned Repertory Light Plot 5 5 5 5 Restoration after events
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Cleaning 2, 7 2, 7 2, 7, 23 Pull spike tape after
show run
Re finish 23 Strip and refinish with
spec' d finish
Traps 1, 3 1, 3 1, 3 Important part of pre
show .

Orchestra Pit Cpver 1, 3 T, 3 1, 3 Important part of pre show
Fire Curtain Channel 1, 3, 7, 24 1, 3, 24 1, 3, 7, 24 Important part of pre show
Crossover 7, 24 7, 24 7, 24 7, 24 Maintain fire access
passage
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 4 of 26

Item "" k Each' Use` : Weekly IVlonthly:'.., Bi, Monthly .., An.nual ;, n;
Notes ° `"
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Line Sets 1, 5, 7, 8, 11 1, 5, 7, 8, 11 1, 5, 7, 8, 11, 13, 18 Watch for fraying and stretch
Rope Locks 1, 5, 7, 8, 11 1, 5, 7, 8, 11 1, 5, 7, 8, 11, 13, 18 Adjust as needed Under Hung Sheaves 5 5 1, 5, 7, 8, 11, 13, 18 Abnormal
noise/ resistance
Batten pick up points 5, 13 1, 11, 13, 18
Pick up lines 1, 11, 13, 18
Kick Blocks 1, 2, 3, 5, 7 1, 2, 3, 5, 7 Clean
Head Blocks 1, 2, 5, 7, 11, 13, 18 Watch for crossed cable Cable 1, 3, 5, 7, 8, 11 1, 3, 5, 7, 8, 11 1, 3, 5, 7, 8, 11 Arbor 1, 5 1, S 1, 5, 7 1, 5, 7 No binding
Carriage 1, 2, 5 1, 2, 5 1, 2, 5
Fire Curtain 7, 8 7, 8 7, 8, 24 vacuum
Counterweight 7, 21 7, 21 7, 21 Weight stacked evenly
storage
Beam Clamp Rigging 13 13
Points
Stage Drapery 1, 7, 24 1, 7, 24 1, 7, 24 Clean every 5 years Fire House Drapery 1, 5, 7, 24 1, 5, 7, 24 Cert insp.

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Microphones 5 5 5, 7, 17
Wireless 5 5 5, 7, 17
Microphones
Cables etc. 5 5 5, 7, 17
Clear com intercom 5 5 5, 7, 16
Myer Powered 5, 7 5, 7 5, 7, 8, 17 Vacuum dust filters
speakers
Audio Consoles 5, 7 5, 7 5, 7, 8, 17 Stored correctly with dust covers
Processing Gear 5; 7 5, 7 5, 7, 8, 17
Smart Switch 5, 7 5, 7 5, 7, 8, 17
DSP 5, 7 5, 7 5, 7, 8, 17
Dedicated ISO . 7, 8
circuits
Power supply Filters 7. 7 Vacuum dust filters
Hearing impaired 5, 7 5, 7 5, 7 Replace as needed
system
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Miscellaneous
Grand Piano 1, 3, 5, 7 Tune as needed
Rehearsal Piano 1, 3, 5, 7 Tune as needed
Rehearsal Piano 1, 3, 5; 7 Tune as needed
LCD Projector 1, 5, 7 1, 5, 7 1, 5, 7 Vacuum lamp filter as needed
First Aid Kits( 6) 18 18 18 Re stock as needed
House 7, 24 7, 24 7, 24 Users observe Fire
Codes
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 5 of 26

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1 Check for proper and secure installation
2 Visual inspection for damage, cracks, distortion, or excessive wear 3 Check for proper adjustment
4 Check for cracked or broken welds
5 Operates properly
6 Key lock.returns to neutral or off position when released 7 Clean and free of debris
8 Functions properly
9 Decals installed and legible
10 Check for, proper fluid level
11 Check for chafing and proper routing
12 Properly lubricated and or change oil
13 Tightened or Torque to proper specification
14 No gouges or excessive wear
15 Rroper authorized components
16 fully charged
17 No loose connections, corrosion or abrasions
18 inspected per service manual or instruction booklet
19 Within certification
20 Sharp blade
21 Secure to wall, loaded correctly
22 Safety cable installed correctly, clamp positions tight, in correct position 23 Refinish
24 Per Fire Code
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 6 of 26

EXHIBIT B- 2

BUILDING MAINTENANCE CHECKLIST

AND PREVENTATIVE MAINTENANCE CHECKLIST
CITY' s Essential Duties and Responsibilities
Testand maintain all emergency. systems and equipment
Have knowledge of water& gas meter cutoffs and fixture cutoffs and sewer clean- outs Perform light electrical repairs on items such as:
o Appliances
o Fixtures
o Switches
o Outlets
o Circuits, etc.

Perform light plumbing work such as:
o Replacing fittings, etc.

Perform carpentry work such as:
o Fitting doors
o Freeingwi ndows
Maintain all HVAC equipment
PerForm limited extermination work as necessary
Repair concrete, masonry, roof, fencing, and other building structures as required.

Keep accurate records of preventative maintenance required Monthly inspect all building and common areas, perform repairs as required OPERATOR' s Essential Duties and Responsibilities
Have knowledge of water & gas meter cutoffs and fixture cutoffs and sewer clean- outs Perform light plumbing work such as:
o Clearing stoppages
Replace broken glass, tile, carpet, screens, garbage d isposals, fixtures, appliances, locks, etc. o Work to be performed by qualified and trained City or OPERATORstaff or contractor; and cost to be assumed by the OPERATOR
Paint; interior and exterior as required
Perform carpentry work such as:
o Replacingand buildingshelves
Perform custodial work in all areas including:
o Sweepi ng
o Mopping
o Vacuuming
o Emptying Trash
o Cleaning Windows .
o Carpet cleaning, etc.
2017- DTFA- Exhibita- F=090517 EXHIBITS Page 7 of 26

Buildin Maintenance Checklist
CITY' s Duties and Responsibilities

1. Maintain Fire Escapes .

Havean industry professionalinspectandservicefire escapesannually

2. Maintain Central Smoke/ Fi re Alarm Systems & Smoke Detectors Maintain and re-tag fire extinguishers

3. Properly Maintain Security Provision
Such as - Secu rity Bars, Gates, Entrance/ Exit Doors & Door Closer All security bars .must be operated (ableto open) from the inside with a_fully operatio. nal manual release

4. Maintain Smoke Barrier poors:

AII front entry doorsto the hallways, hallwaydoorsbetweenfloorsand s#airways, andboiler/furnaceroom doors must have self- closing devices and remain closed to be effective smoke barriers

5. Maintain FireSprinklers
Maintainfire sprinklers per specs and maintenance schedule

7. Maintain Flot Water Heaters
All hot water heaters must be properly secured and double strapped Pressurerelief valves,.shut off valvesand vent connectors must be properly in placeand operational

8. Maintain Heat & Hot Water
Hot water must be set between 105 to 120 degrees
Keep room clear of debris, storage, etc.

9. Maintain Shut- Off Tool Located Near Gas Meter

10. Maintain Structural Integrity of All Hand rails & Guard rails All interior and exterior handrails and guardrails shall be properly secured and maintained in a functional manner

11. Maintain Adequate Lighting in all Public Areas
Provide adequate lighting to all stairs, public hallways, exit corridors and fire escapes

12. Maintain Proper Ventilation
In public areas, furnace and boiler rooms, gas meter rooms, garbage rooms, and al l other rooms with gas appliances, maintain the proper ventilation and vent systems

13. Maintain All Ligfit Wel1s
Keep all light wells clean and free from the accumulation of debris Keep all lights..clean and operational

14. Maintain all Areas / Rooms
Areas/ rooms should be weather proofed and free from severe wear, moisture retention, leakages, chronic and severe mold and milder or other dilapidated conditions. 2017- DTFA= Exhibits- F- 090517 EXHIBITS Page 8 of 26

15. Maintain all Public Bath Rooms
Bath rooms must be maintained in a functional manner:
16: Maintain Fireproofing, Glazing, Weather Proofing, Exterior Stucco& Siding, Interior Walls/ Ceilings Maintain these areas free from holes, decay, missing materials, peeling paint, graffiti, etc.

17. Maintain all RoofAreas
Remove all tripping hazards
All doors to roof areas must be tight fitting& self-closing and able to be open from inside leading to the r.00f This door must be lockable from inside
Keep the roof area free from combus#ible storage
Notfiing should obstruct accessto a roof-mounted fire escape

18. Maintain Outdoor Garbage Receptacles
Keepcleanof debris and vermin with self-closingtight fitting doo s All garbage receptacles must be tightly covered, with a sufficient number to serve the building

19. Maintain Adequate Garbage Pickup
Maintain garbagepick-u p servicesnecessaryto prevent the accumulation of garbageand debris that would result in rodent harborage and unsanitary conditions

20. Maintain Visible PropertyAddress Numbering
Buildingmusthavethe addressnumbersmountedatthefront of the buildingat a minimum.size.of 4 incherin a color contrasting from the building
Address numbers should be clearly visible from the street by emergency vehicles

21. Maintain Exit Signage _
Common hallway doors & windows leading to fire escapes or exits must have the appropriate signage, with lettering 6 inches in height on contrasting background
OPERATOR' s Essential Duties and Responsibilities

1. Maintain Clear& Unobstructed Means of Egress
Keepall meansof egress, primary (frontstairs; exitcorridors), andsecondary (rearstairs, fire escapes)free from encumbrances { sucli as storage, flower pots, household items, laundry lines, ancl anytripping hazards).

These paths of travef are.to be completely clear at all times for emergencyexiting

2. Maintain Fire Escapes
Checkall fire exits to ensure they arefully operational and are not obstructed

3. Maintain Central Smoke/ Fi re Alarm Systems& Smoke Detectors No combustible storage may be kept under stairwells without a proper fire sprinkler system, Remove combusti ble storage from all storage areas that do not have fire sprinklers

4. Properly Maintain Security Provision
All security bars must be operated (ablefo open) from the inside with a fully operational manualrelease

5. Maintain Smoke Barrier poors:

AII front entry doors to:the' hallways, hallway doors between floors and stairways, and boiler/furnace room doors must have self- closing devices and remain closed to be effective smoke barriers 2017- DTFA- Exhibits- F- 090517.. EXHIBITS Page 9. of 26

6. Maintain FireSprinklers
Do not paint over any sprinkler heads

7. Maintain Heat & Hot Water
Hot water must be set between 105 to 120 degrees
Keep room clear of debris, storage, etc.

8. Maintain Shut- Off Tool Located Near Gas Meter

9. Maintain Room Temperatures
In all habitable rooms: the room temperature will 6e set based on the current season

10. Maintain. all Areas / Rooms
Maintain by cleaning walls, ceilings,. floors, windows, doors, lavatory sinks, dressing rooms, and bathrooms

11. Maintain all Public Bath Rooms
Bath rooms must be maintained in a clean manner

12. Maintain all Flooring & Carpeting
All carpeting or other floor coveringshall be kept sanitizedandfree of extensivewear andtripping hazard.

All floor coverings that cannot be sanitized shall be replaced in an appropriate manner to prevent a tripping hazard.

13. Maintain Storage Areas
Remove combustible storage from all storage areas that do not have fire sprinkler No combustible storage may be kept under stairwells without a proper fire sprinkler system

14. Maintain all RoofAreas
This door must be lockable from inside
Keep the roof area free from : combustible storage
Nothing should obstruct access to a roof- mounted fire escape Preventive. Maintenance Checklist
CITY' s Duties and Responsibilities

1. Roofing
Inspect et least twice a year, and after any severe storm Create a roofing file for each buildi ng; review warranty informafion Walk the perimeter to examine sheet metal, copings, and previously repaired sections Check roof- to- wall connections, and examine flashings for wrinkles and tearing Keeptraffic off of the roof to.avoid membrane damage
Plan a moisture survey every 5.years to d etect wet insulation or leaks Clear roof drains of debris.( roof warranties don' t cover this) 2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 10 of 26

2. Annual— OtherSystems
Inspect at regular intervals, according to manufacturer specifications A licensed or manufacturer- authorized professional should inspect fire and life- safety systems:
o Makesurecertificationis upto date, andensurethat reportsand paperworkareavailable o Verify that fire- protection control panel is not. in " alarm" or " trouble" condition o Check pressure gauges on the fire suppression cyli nders are in the green/ operable range o_ Ensure that system piping or conduit is properly anchored o Verify system nozzles aren' t obstructed & allow adequate flow of the suppression agent into the protected space
Electricalsystemsshould be inspected by a licensedelectrician every 3 years Over cu rrent devices should be cleaned and lubricated as required Fusible switch units should be checked to make sure all fuses within the unit are from the same manufacturer and are of the same class and rating

3. Courtyard
Pavements should be crack- filled and seal- coated on a regular basis Mill and overlay pavements shou Id be done every 20 years Check for Iose& uneven bricks in courtyard and walk area .

4. HVAC
Inspect at least twice a year, with seasonal start- up and run i nspections Seasonal PM' s of HVAC units
Pumps require bearing lubrication at least annually
Inspect couplings and check for leaks. Investigate unusual noises.

Ai r-handlingu nit maintenanceshouldinclude cleaningor replacingair filters at leastq uarterly

5. PI umbing
Inspectat leastannually;investigate any leaks or un usual noises Annually inspect couplings and checkfor any leaks
Domestic water heaters and boilers should be fi re- tested Sump.and sewageejection pumps replaced on an as-needed basisbut should be checked regularly Exposed pumps should be lubricated annually.
6,_Lighting
Inspectmonthly; replaceany burned-out lamps, and considergroup re-lamping Check exterior lights # o make sure cables aren' t torn All screws and hardware should be in place and working, and gaskets can be replaced to provide a better watertight seal
To create you r re-lam ping schedule, calculate Iamp life and how often lamps are used Ensure.that each lam p has the same color temperature
Re- aim adjustable lighting, ifnecessary
Dust lamps and clean lens surfaces to enhance lighting perFormance Replace ballasts as needed
Check power back- up bat# ery units for corrosion & breaks in cable 2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 11 of 26

EXHIBIT B- 3

FAIRFIELD CENTER FOR THE CREATIVE ARTS

JANITORIAL AND MAINTENANCE DUTIES

OPERATOR RESPONSIBILITY

1. Back Hall Restrooms( Dailyand/ oras needed)
A. Clean and/ or disinfect:

IVlirrors, sinks, fixtures, urinals, commodes, dispensers, waste containers, partitions and walls B. Senrice and/ or restock all .paper, soap, air fresheners and waste contai ners C. VVet mop with all- purpose cleaner and/ or germinator D. . Clean tile flooring
Strip and wax tile flooring annually
E. Detail all shelves, walls, partitions and floors

2. Offices ( Daily and/ or as needed)
A. Dust; empty trash containers, spot- clean and vacuum carpets

3. Rehearsal Room and Back Hallway ( Daily and/ or as needed) A. Dust, mop and empty all waste/ recycle containers
B. Vacuum all entry rugs and clean drinking fountain
C. Dust mop and wet mop floor
D. Clean tile flooring
Strip and wax tile flooring annually
E. Keepall windows clean (inside and outside)

4. Main Restrooms ( Daily and/ or as needed)
A. Clean and/ or disinfect:

Mirror, sinks, fixtures, ucinals, com modes, d ispensers, waste contai ners, partitions, shelves, walls, and floors
B. Service / restock pa per, soap, a.ir fresheners, waste container, and feminine products C. Clean tile flooring
Strip andwax tile flooring annually
D. Make sure A and B is completed before each show

5. Kitchen & Kitchenette Areas ( Daily and/ or as needed) A. Maintain cleanliness daily in both areas
B. Clean; mop, restock paper items, soap and organize
C. Empty trash%recycle bins
D. Clean tile flooring _
Strip and wax tile flooring annually
E. Make sure the kitchen is always clean and fresh before each show

6. Dressing Rooms ( Daily and/ or as needed)
A. Clean and/ or disinfect:

Shower stalls, lockers, make- up drawers/ shelves, mirrors, sinks, fixtures, com modes, d ispensers, waste contai ners, partitions, walls, and floors
B. Service/ restock all paper, soap, air fresheners and waste contai ners C. Clean tile flooring
Strip and wax tile flooring annually
D. Accomplish items A and B before, and after show
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 12 of 26

7. Theater, Stage, Front Lobby, Gallery, and Green Room ( Daily, as needed; or as otherwise indicated)
A. Vacuum carpets and stairs
Spot clean as needed
Deep clean biannually .

B. Clean tile flooring
Strip and wax tile flooring annually
C. Dust, empty trash / recycle containers
D. Clean windows ( inside and out)
E. Clean handrails
F. Spot clean seats .

G. Clean drapery/ curtainsonce peryear
H. Clean walls and doorjambs
I. Clean drinking fountains
J. Clean. furnitureasneeded
K. Accomplish items A through K before, between, and after all shows L. Keep janitor' s closet stocked with items in quantity

8. Shop, Roof, Orchestra Stairways, and Front Rear Box Offices ( Weekly and/ or as needed) A. Vacuum stairways
B. Vacuum / clean both boxoffices
C. Empty all trash containers in both box offices

9. Court Yard, Front/ Rear Outside Entries& Display Cases( Weekly and/ or as needed) A. Clean, sweep, vacuum, empty trash/ butt cans and clean wi ndows B. Make sure item A is accom plished prior to each show

10. Sides of the Building, Outside Exits and Parking Lot ( Weekly and/ or as needed) A. Pick up litter
B. Check cleanliness and operation of outside exit doors C. Make sure items A& B are accomplished prior to all shows 2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 13 of 26

EXHIBIT C

CITY EQUIPMENT
C1— List of Additional Technical Equipment
C2— FCCA Drapery Specifications
C3— FCCA Equipment Replacement List
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 14 of 26

EXHIBIT G1

LIST OF ADDITIONAL TECHNICAL EQUIPMENT
F ` s
x°# Each, ConclitionD scX pt onE.,._ ....... F .:.. . _ x,,. ...;. :. 3...,, x .. d ,
A=;.
e ._
r ' y ,
r -> s ',
QUC 10,' fi' ` i
c,
4r._ s. >
SKB mic case 2 good
Anchor, 4udio Explorer 1 good
Anchor Audio Extreme 1 good
Anchor Audio Ex, SPK 1 good
Yamaha PAS 1 Good
Allen Heath Mixwiz 2 Need replacement reserve
KPS 1501 speaker 4 Need replacement reserve
KPS 18" sub 4 Need replacement reserve
XLR mic cable 40 approx. good
Dbx 266x1 2 Need replacement reserve
Dbx 2031EQ 1 Need replacement reserve
Dbx 2231 EQ 1 Need replacement reserve
Tascam CDA500 2 Poor/ needs replacement
QSC RMX 1450 amp 2 Good/ reserve
AB SUB 2000 amp 2 Poor/ reserve
DOD 231qx 4 Needs replacement
QSC RMX 2450 amp 3 Poor/ reserve
Community CSX28- S2 4 Poor/ reserve
Community CSX28- S2 6 Poor/ reserve
K& M speaker stand 2 Poor
K& M Mic stand tall 10 good/ poor
K& M Mic stand short 3 good
Rapco 24ch snake 1 Good
JBL 6260 amp 2 Poor
AB Sub 1850 amp 1 Poor reserve
QSC, 1100 control room amp 1 poor
TOAM— 900a paging amp 1 poor
Clearcom PS452 1 good
JBL control room spk 2 poor
TOA booth spk 1 poor
NEC NP200 Projector 1 good
Tascam DV- D6500 1 good
Clearcom headsets 8 good
Clearcom belt pack 8 good
Clearcom wireless sys 1 good
Atlas cj45 2 poor
Atlas AA240 paging amp 1 good
Atlas 70v bullhorn 3 poor .

U' ht n i
4 ,',
F
g
Y /, e P^'*"+ ,`''
v, 5 h
i,:. ,_ <-, . .. ,. .,. „, , ., v„ _,_, , .., .... ,,__ . . .. . ,.. __ . , a. . , ._.,_ P n „___ , 6in barn door 10 good
6in top. hats" 18 good
8 in 6arn door 40 good
ETC Express 250 1 good
Clamp on work lights 8 Good
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 15 of 26

Altman Follow spot 2 poor
Century 6x9 5 needs replacement
Strand 6x12 single lens 9 needs replacement
Altman 6x9 6 needs replacement
Colortran 300 system 1 Transferred to tv 26
Colortran pack master 12 1 Transferred to tv 26
Misc Lighting Cable Various good
5' 20 approx.
10' 20 approx.
25' S0 approx.

Tools
Fluke 23111 Multi Meter 1 good
Extech sound level meter 1 good
Flathead hand drivers 10 good -
Phillips hand drivers 7 good
Linemen pliers 2 good
Adjustable wrench 4 good
Crimp/ wire cutter 1 good
Diagonal cutters 1 good
AC plug tester 1 good
Multi hex key 1 good
Scissors 3 good
Heat gun 1 good.

Needle nose pliers 2 good
Phone/ CATS crimp tool 1 good
Wire cutter 1 good
Jeweler screw set 3 1 good/ 2 poor
Soldering station _ 1 good
25' Measuring tape 2 good
Chalk line 2 poor
Straight edge 1 poor
Centerpunch 2 good
Box cutters 4 poor
Assortment of dri er bits good to poor
Socket driver/ ratchet 1 good
Assortment of Sockets poor
Bench vice 1 good - .

Hand pipe/ tubing cutter 1 good
Assortment drill bits Needs replacement
Assortment hex wrench Needs replacement
Hand file 1 good
Hand staple gun 1 3 good/ 3 poor
Sanding block 1 poor
Hammer 2 poor
Sledge hammer 1 poor
Rubber mallet 1 good
Hand saw 2 poor
Pry bar 1 good
Rivet tool 1 good
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 16 of 26

Pipe wrench 1 good
Dewalt 14. 4v cordless 2 Poor
Dewalt 14. 4v battery 6 poor
Dewalt charging cradles 4 poor
Black& Decker palm sander 1 good
Level 2 good
Skil Beltsander 1 , good
Skil saw rotory 1 good
Makita 3/ 8 corded hand drill 1 poor
Porter Cable Brandnailer 1 good
Framing square 1 good
Milwaukee sawsail, 1 good
Makita Angle grinder ' 1 good
Nuematic stapler 2 1 broken/ 1. good -
Arc welder AC 255 1 good
Delta 10" uni- saw 1 Broken
Delta radial arm saw 1 good
Delta 14" Band saw 1 Broken
Shop Vac RIGID 1 good
Wire Rope cutter 1 good
Nico Press tool 1 good
Air compressor 1 good
Waterloo tool chest 3 good
JLG 30am High lift 1 . good
2' step ladder type A FG 1 good
4' ladder FG type A 11 good
6' Ladder FG type A 1 good
8' Ladder FG type A 1 good
12' Ladder FG type A 1 good
16' extension ladder 1 good
21' extension ladder 1 good
Sawdust collector system 1 good
M
IVlisc HardwarQ s.: E , e_... . . x,, . n
Music Stands 55 poor/ good
Black Chairs 130 good
Folding chairs 35 poor
Kawai Upright rehear pianos 2 poor
Baldwin 7' Grand Piano 1 Needs replacement
Music stand carts 3 good
Chair carts 8 7 good/ 1 poor
American Flag 1 needs replacement
California Flag 1 needs replacement
AA Battery chargers 3 good
Motorola CP200 Flag radios 12 new
Motorola Charge sys 2 new
Moto single charge 2 new
Projection screen 2 good
Power distribution box 2 good ,
Steamer 1 good
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 17 of 26

Linebacker cable trays 5 new
Fog machine 2 good
Color paper cutter 1 Good
Plex glass drum shield 1 good
50' SOamp power cable 4 good
10' SOamp 5 good
LCD Projector 1 good
Tech Office Chair 2 new
Tech Office desk 2 poor
Booth chairs 2 needs replacement
Stage chair 2 needs replacement
Follow spot stools 2 needs replacement
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 18 of 26

EXHIBIT C- 2
FCCADrapery Specifications
Product Information: Rose Brand Theatrical Velour
StageD`rapery;S;pecifications
Line ' Nam, e ; ' Fabr,. ic Color Fullness Pipe;, length/ Track e` Size(#)( HxWjn' Overlap,,. k :

Set e1...._. _ r.. ._.,._..
1 Valance 21oz Virtue Velour Black 0% 1% z std. x 48' 0 8' 0 x 48' 0 1 Legs 21oz Virtue Velour Black 0% 1% std. x 48' 0 2) 18' 0 x 6' 0 2 House Curtain 25oz Memorable Pewter 75% 1% Z std. x 48' 0&( 2) ( 2) 18' 0 x 26' 0 2 Feet Velour 26'. 0 ADC# 28005
8 Border 21oz Virtue Velour Black 0% 1% std. x 42' 0 8' 0 x 48' 0 9 Legs 21oz Virtue Velour Black 0% 1% z std. x 42' 0 2) 18' 0 x 6' 0 16 Border 21oz Virtue Velour Black 0% 1% std. x 42' 0 8' 0 x 48' 0 17 Legs 21oz Virtue Velour Black 0% 1% std. x 42' 0 2) 18' 0 x 6' 0 20 Border 21oz Virtue Velour Black 0% 1% std. x 42' 0 8' 0 x 48' 0 21 Traveler 2 21oz Virtue Velour Black 0% 1% std. x 42' 0&( 2) ( 2) 18' 0 x 26' 0 2 Feet Panels 22' 0 ADC# 28005
22 Legs 21oz Virtue Velour Black 0% 1% z std. x 42' 0 2) @ 30 x 6' 0 27 Border 21oz Virtue Velour Black 0% 1% std. x 42' 0 8' 0 x 48' 0 30 Cyclorama Seamless Muslin White 0% 1% Z std. x 42' 0 22' 0 x 42' 0 Track Side Masking 21oz Virtue Velour Black 0% ADC# 142 x 30' 0 7) @ 21' 6 x Right 6' 0
Track Side Masking 21oz Virtue Velour Black 0% ADC# 142 x 30' 0 7) @. 21' 6 x Left 6' 0
Marked Centers
HouseAcoustica[DraperyQan'els ;:,
Name Fabric Color Fullness Track Size ( HxW)
Type 1 21 oz. Virtue Velour Pewter 50% 8) 7' 6" x 6' 0" Type 2 21 oz. Virtue Velour Pewter 50% 6) 7' 6" x 8' 0" Type 3 21 oz. Virtue Velour Pewter 50% 6) 7' 6" x 15' 0" Type 4 21 oz. Virtue Velour Pewter 50% 4) 6' 0" x 5' 6" Type 5 21 oz. Virtue Velour Pewter 50% 2) 12' 6" x 20' 0" 2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 19 of 26

EXHIBIT C- 3
FCCA Equipment Replacement List
3 ' x k
st rr ated Estimated Cost
r _ 1. r:` * ' : ,
s ,.
x` .

Numbers,; ° Estimated Ufespan ;; Replacement T me ;: ..', ( 2008) ,, °"Equ pin nt:,,- Table saw 1
Musician Chairs.& 130— chairs& 55 10 years As needed 200 each Stands Stands
Theater Seats 386 15 years 2015 15, 000( Total)
Round tables 10
Folding tables ( with 4
wheels)
Carpet( Lobby& 15 years 2020 19, 850
Theater)
Ice machine 1 10 years 2020 2, 000
Lobby benches 10 10 years 2020 4, 000( Total)
Marquee 1 10 years Ready for TBD
replacement
Sump Pump 2 3— 5 years 2015 3, 800
HVAC System ( Large 2 10 years Ready for TBD
unit) replacement
HVAC System( Small 5 10 years Ready for TBD
unit) replacement
HVAC Motor 1 6 years 2016 TBD
Lobby bar 1 15 years 2015 TBD
Roof 4 15 years 2020 100, 000 in 2007
Shop doors 2 30 years 2020 TBD
Lockers 4 sets
10 x 10 Pop- up 4
Canopies
2017- DTFA- Exhibits= F- 090517 EXHIBITS Page 20 of 26 .

EXHIBIT D

CITY OTHER PERSONAL PROPERTY
D1- City Personal Property Inventory
D2— FCCA Non- Production Inventory
D3— Art to Remain in the FCCA
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 21 of 26

EXHIBIT D- 1

CITY PERSONAL PROPERTY INVENTORY
Office Next to Studio
3- Four drawer filing cabinets
2- Comfort chairs
2- Four drawer long filing cabinets
2— Trash cans
1— Office desk console
2— Rolling office chairs
1— Office drawer cart
1— Medium round table
Box Office
2— Rolling chairs
1— Trash can
1— Safe
Kitchenette and Usher Closet
1— Large black tray( for ice)
24— Blue vest
1— Ca rt
1— Small trash basket
1- Large ice scoop
16— Black vets
2— Boxes of Messiah Music Sheets
Buildin Maintenance Oftice
1— L-shaped desk with overhead cabinets and lamp
1- File cabinet
2- Wall cabinets
1— Trash can
Buildin Attendant Office( next to Rehearsal Room)
1— Wood desk
1— Trash can
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 22 of 26

EXHIBIT D- 2

FCCA NON- PRODUCTION INVENTORY
T' Location a?' ± `
Qty'`' Description
TechAOffice i,;.

Large Tot 1 Strand bases/ tails
17 compartment Plano box 1 Crimp terminals
Adjust. Compartment Box 6 Terminals, Lighting Fasteners, Fasteners, Lighting Knobs/ bases 18 Compartment Box 2 Fuses, BNC
Bin Bozes Plastic 5 Wall Anchor, Misc, Velcro, Muffin Fans, Case Latches Bin Boxes Cardboard 6 Wall Anchor, TP22 Bases, Iris & Shutters, Reflectors, Misc, Electrical Boxes ' Sterilite cube 12 Neutrik Speakon Connect, Switches Knobs, Female XLR, Male XLR, Power Con, Mounting XLR
Rack Mount, 5 pin XLR, Clear Com,%" male/ female, Wireless Mic parts, Empty Sterilite Green latch box 2 LightDuty CableClamp, MassConnector 2 Sewing, Shrink Wrap Numbers
1 Side Pull4 Drawer, black
Small Sterilite Cube 4 Free standing, black
Filing Cabinet 1 Adjustable wall mounted
Corner Desk 1 2 parts, with built- in drawers, cream with faux wood top left return Work Island 1 Custom built wood with storage shelves black Table Top Drawer 1 4 drawers: Write on Tape Dispenser, Terminal Strips, SSRDimmer Relay, missing
Table Top Drawer 1 2 drawer: Electronics Tools, Soldering Tools Table Top Drawer 3 3 drawer: Male Edison, Female Edison, Male Stage pin, Female Stage pin Male Twist, Female Twist, Instrument hand Clamp, Edison Wall Plug, Empty Desktop Drawer 1 22 compartments; Misc. Electrical
40oz Plastic Jar 1 Various Sizes,Zip Ties
Cardboard Box 1 Various Sizes Flashlights
4 Section Work Counter 1 Dry erase, Mounting Hardware, Batteries, Heat Wrap, Computer Cable, AC power, Staff
Paper supply, Toner, Copy Supply, Rain Gear/ 8 drawer/ 4 cupboard compart/ Grey/ White Top
Dry erase board 4' x6' 2 Two Month Calendar set up mounted to wall Haier Mini Fridge 1 White
Tech OfFice Closet
6' Wire Shelf Racks 3 Black 5 Shelf
6' Wire Shelf Racks 2 Silver 4 Shelf
ShopTool Cabinet
Sterilite Totes 12' x 6" 8 1 5/ 8" screws, 1%" screws, 3" screws, 2%Z' screws, Sprint Clips, Clamps, Gloves, Bungees
Wood Totes 12" x 8" 7 Screws: 1", 1%", 1% z', 15/ 8" square head, 2 1/ 2", 3" Wood Box 1 4 compartment; nails
Senco Staples 4 ( 2)%", ( 1) 1%", ( 1) i% z"
Shop
33" x 51" Road Case 1 Black, Lighting Drop Boxes
Stinger 1 Wet/ dry shop vac
Prop table 1 Carpeted with attached vice on casters
Stage Table 1 Wood top no casters
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 23 of 26

Shop Tables 2 One carpeted; One in lighting storage
Just Rite flammable cabinet 1 Flammable item storage locker/ contents paint/ spray paint/ glue/ etc.

Uni- Strut racks 2 Lumber storage
Hand truck 1 Silver with blue handle
Mop Bucket 1 Brown, with ringing press
Mop 1 Wood handle removable head
Dust Mop 1 Removable head, wood handle
Push Broom 1 Black bristles wood handle
Broom 1 Husk bristles wood handle
Dust Pan 1 Black metal
Hand Brush 2 Wood handle, black bristles, husk whisk
Sound,;Closet
a ,.. v ,
Road Case Wood 4' x 1%' 1 For storing mic stands on wheels Road Case Wood 4' x 2' 1 For storing split snake on wheels Pro case 14 Power distro, XLR/ Speaker cable, Amp1, Amp2, Monitor, Monitor Power, JBL monitors
Gator Case 1 For storing amp
Majecal Case 2 Monitor processing rack
Odyssey 3 Road cases
Ligh"ting Storage
c
n
Washer/ Dryer 1 Frigidaire stackable units color white in closet Wall Lockers 1 6 unit, grey/ green
Office Supply 1 Upright cabinet with sliding doors on to, beige 7' Shelf Units 7 Metal, adjustable selves' bolted to wall Christey Lids 7 Used at county plaza
50 amp bin Tails and shorts 50 amp cable
Plastic totes black 3 30amp pigtails, 50 amp pigtails, extension cords Clear Plastic totes 9 Bull Horn, Multies, Power Strips, Male Edison to Female Twist, Twinkle Lights, Small cords
Male Pin to Female Edison, Female Edison to Male Twist, Male Pin to Female Twist
Pacific Manila Rope Box 1 Box of replacement rope%"
NEC LCD Monitors 7 6 on shelf 1 mounted in house above booth window Plastic Mail Tote 1 Extension Cords Various extension cords Milk crate 1 Clip Lights and clamp work lights
Extra La ge plastic tote 3 2 for Orchestra stand lights, 1 for extra Large Casters Box of Stage Pin ends 3 Male and female ends; some with cable Scrim 1 Black, opaque storage bag 40' x18'
Bagged drapery Various 6 black legs/ 3 black borders
Drop Cloth Canvas
Drum riser 4 2 8' Stage Right; 2 Custom Duvy Black
Tarp Blue and White
Wood Box 5 Swivel Stops, Roto Locks, Casters; GClamps, Extension Arms Mail Tot 3 Caster, Cable, Stage Pin ends
Plastic tote Clear 1 Muslin
Box of Rigging 1 Cardboard, Christmas Tree hardware
Spools of Rope 3 Multi- line for fly rail,twisted poly pro%" Cardboard Box 3 Parts: 2 speaker woofers, l box of handles Rope Electric Heat Knife 1 Mounted on portable base
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 24 of 26

Conduit back Box 3 Grey
Black Duviteen Fabric 1 bolt; l border; assorted salvage pieces Bull Horn Yokes 4 Painted black wood, for mounting to poles Grounding Rods 10 Copper, some with wire
Post tamper 1 Two handle, purple
Black Metal cabinefs 3 Contents Tape/ Fog/Stage FX, assorted hardware, Cable/ hardware Mirrors 8 Light weight, portable for quick changes
WorkTable 1 Large custom built
Work Table 1 For cutting color
Wood storage platforms 2 Custom Striplight Storage, Custom carpet storage Drafting Table 1
Flat File 5 3 cardboard, 5 drawer, 2-4 drawer metal, lighting color medium ( gels) File Cabinet 1 Black 4 drawer front pull Hon contents cut color and frames File Cabinet 1 Tan 4 drawer front pull Hon contents patterns and frames Sectioned Shelf 1 Lightingsupply;wood; 2 shelves,4 sectionsBarnDoors,Top Hats, CYCcell frames
GE lamps, Par Lamps for Striplights, Spare 6x9 lenses box Musician Stools 4 Blackfolding
Musical inst. stands Multiple sizes most for guitar
Lamp, Cabmet w ' ,
1 Lighting supply; wood; 2 shelf; 2 section
Cardboard Bin Boxes 9 Lamps; FEL, FFT, EHG, EGE, BTN, EVR, EGG, HPL Lamps 5 Individually boxed: Hx630, BVT, FFS (PAR64), BTR, PAR50( houselights) Cardboard Box 2 Used and unboxed lamps
Carnival Lights 4 5117. 5wt, Enamel Red, Transparent Green, Trans. Yellow, Trans. Blue, Clear Flicker flame 1 Box of candle effect bulbs
xM sc and, Fronf- of' House x 3 h :; •._ ` '._ g. .
x
Hearin Impaired System 1 9 belt packs, 2 headsets phonic ear easy listening system Lectern 1 Oak
Podium 1 Black on casters
Televisions 4 Stored in the house left alcove
AV carts 3 Black with TV' s
Over- head projector 1 Beige stored in House alcove
Screens 2 With stand in House alcove
Lo6by.Kitchen
Rolling cart 1 Plastic 3 racks
Coffee makers 4 2 large Mr. Coffee in House Kitchen; 2 small in Greenroom Kitchenette Refrigerator 1 1 GEwhite upright top freezer
Hospitality cart 1 Grey plastic push
Tub 1 Black shallow for Ice
Backs"tage Krtclienette: . y <
Microwave 1 GE White Turntable
Coffee Makers 2 12 cup
Tea Maker 1 Braun
Ice Maker 1 Manitowoc under cabinet unit with aluminum scoop Green Room
Love seat 1 Beige leather in greenroom
Arm Chairs 2 Beige leatherto match the love seat in greenroom Refrigerator 1 1 White Amana upright top freezer
2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 25 of 26

EXHIBIT D- 3

ART TO REMAIN IN THE FCCA
Lobbv
Four( 4) metal totems stacked with baked pottery
Tower in current Art Gallery
Large sculpture on wooden platform commonly known as" The Head" 2017- DTFA- Exhibits- F- 090517 EXHIBITS Page 26 of 26

Agenda Item No: L.1

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: CM Minute Action Approving the Mayor’s Appointment

Minute Action Approving Mayor’s Appointment to the Measure P Oversight Committee

Funding Source: N/A

Contact: Esther Beavers, (707) 428-7402

RECOMMENDED ACTION
Approve appointments. Perform oaths of office.

STATEMENT OF ISSUE
The City Council is being asked to approve the appointment as follows:

Measure P Oversight Committee
Term August 19, 2025, to June 30, 2029
 Quoc Ma
 Deana Morad
 Richard Romo

DISCUSSION
The Measure P Oversight Committee serves a five-year term. Councilmembers Doriss Panduro and Scott Tonnesen interviewed four applicants on July 31, 2025. The applicants listed above are recommended for appointment, and the recommendati on was submitted to Mayor Catherine "Cat" Moy for consideration. Mayor Moy agreed with the recommendations provided.

FINANCIAL IMPACT
N/A

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to approve the mayor’s appointments, thereby leaving vacancies.

COORDINATED WITH
N/A

STAFF CONTACT
Esther Beavers, Deputy City Clerk
(707) 428-7402
[email protected]

ATTACHMENTS
N/A

Agenda Item No: M.1

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Ordinance 2025-07 PW Amending Ordinance 2020-04 to Remove the Prohibition of use of Electric Bikes in Rockville Hills Regional Park

Amending Section 12B.4 of Chapter 12B, Parks and Recreation, Subsection H of the Fairfield City Code, to Remove the Prohibition of use of Electric Bikes in Rockville Hills Regional Park, and Allow the Use of Class 1 Electric Bikes in Rockville Hills Regional Park

Funding Source: N/A

Contact: Gary Sponsler, (707) 428-1416

RECOMMENDED ACTION
Hold public hearing; waive full reading, read by title only and introduce ordinance for first reading.

STATEMENT OF ISSUE
On November 20, 2007, the City Council adopted Resolution No. 2007 -319 establishing the Rockville Hills Regional Park Citizen Advisory Committee (RCAC) and Guidelines . The RCAC’s purpose is to assist the City in making major decisions that affect the Rockville Hills Regional Park (Park).

On March 3, 2020, staff introduced Ordinance No. 2020 -04, amending the Fairfield City Code, Chapter 12B, Parks and Recreation, Section 12B.4, Traffic and Parking Regulations, by adding Subsection h, prohibiting the use of all electric bicycles (E-Bikes) at the Park. On March 24, 2020, the council adopted the ordinance amendment.

In early 2023, the council requested that the RCAC provide a recommendation regarding the use of E-Bikes in the Park. At the council meeting held on May 20, 2025, RCAC proposed updating Ordinance 2020-04 to allow the use of E-Bikes in the Park, and the council approved updating the ordinance.

DISCUSSION
Currently, chapter 12B of the Fairfield City Code prohibits the use of electric bicycles within City parks. As defined by the California Vehicle Code, E-Bikes are categorized into three classes:

 Class 1: Provides assistance only when the rider is pedaling and ceases to provide assistance when the bicycle reaches a speed of 20 miles per hour (mph)  Class 2: Operates either via pedal-assist or throttle and ceases to provide assistance when the bicycle reaches 20 mph
 Class 3: Provides assistance only when the rider is pedaling and ceases to provide assistance when the bicycle reaches a speed of 28 mph

The proposed ordinance amendment would revise Subsection ( h) of Section 12B.4, which addresses traffic and parking regulations in City parks and open space areas. The amendment would permit the use of Class 1 E-Bikes only in the Park.

FINANCIAL IMPACT
The proposed ordinance has no fiscal impact on the City. Pending the council’s approval, enforcement at the Park will be carried out by existing staff. The cost for additional signage is accounted for in the Community Facilities District 2004 fund.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
The RCAC delivered its final presentation , recommendation and addressed questions from the council during the meeting held on May 20, 2025. Following the presentation, the council approved moving forward with an ordinance amendment to allow Class 1 E-bike in the Park.

ALTERNATIVE ACTION
The council may choose to do any of the following : either approve the proposed ordinance amendment, as recommended; or deny the proposed amendment. Rejecting the proposed amendment would maintain the current regulations, and all e-bikes would be prohibited at the Park.

COORDINATED WITH
Rockville Hills Regional Park Citizen Advisory Committee

STAFF CONTACT
Gary Sponsler, Landscape Maintenance Manager
(707) 428-7416
[email protected]

ATTACHMENTS
Attachment 2: Proposed Ordinance
Attachment 3: Ordinance No. 2020-04

CITY OF FAIRFIELD

ORDINANCE NO. 2025-07

AMENDING SECTION 12B.4 OF CHAPTER 12B, PARKS AND RECREATION, SUBSECTION H

OF THE FAIRFIELD CITY CODE, TO REMOVE THE PROHIBITION OF USE OF ELECTRIC BIKES IN ROCKVILLE HILLS REGIONAL PARK, AND ALLOW THE USE OF CLASS 1 ELECTRIC

BIKES IN ROCKVILLE HILLS REGIONAL PARK

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

SECTION 1. Statement of Intent

A. On March 3, 2020, staff introduced Ordinance No. 2020-04, amending the Fairfield City Code, Chapter 12B, Parks and Recreation, Section 12B.4, Traffic and Parking Regulations, adding Subsection (h), prohibiting the use of all electric bikes (E - Bikes) at Rockville Hill s Regional Park ( Park). The ordinance amendment passed and was adopted at the City Council meeting on March 24, 2020.

B. In early 2023, the city council requested that the Rockville Citizens Advisory Committee (RCAC) provide a recommendation regarding the use of E-Bikes in the park.

C. At the city council meeting on May 20, 2025, RCAC proposed updating Ordinance No. 2020-04 to allow the use of Class 1 E-bikes at the Park and the City Council approved updating the ordinance.

SECTION 2. Section 12B.4(H) of Chapter 12B of the Fairfield City Code is hereby modified to read as follows:

“(h) Ride or operate any electric bicycle, other than a Class 1 electric bicycle as defined in California Vehicle Code Section 312.5(a)(1), in Rockville Hills Regional Park.”

SECTION 3. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall no t affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional.

SECTION 4. This Ordinance shall be effective 30 days following its adoption by the City Council. A summary of this Ordinance shall, within 15 days after passage, be published in

ORD. NO. 2025-07

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 Fai rfield on the 19th day of August 2025, and

PASSED AND ADOPTED this ___ day of _________________ 2025, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

CITY OF FAIRFIELD
ORDINANCE NO. 2020- 04

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD AMENDING CERTAIN SECTIONS OF FAIRFIELD CITY CODE, CHAPTER 12B, PARKS AND

RECREATION, TO PROHIBIT ELECTRIC BICYCLES IN ROCKVILLE HILLS

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

SECTION 1. A new term and definition is hereby added to Section 1213. 1 ( Definitions) of Chapter 12B of the Fairfield City Code, in proper alphabetical order, to read as follows:

Electric Bicycle — A bicycle equipped with fully operable pedals and an electric motor of less than 750 wafts. The term Electric Bicycle includes Class 1, Class 2, and Class 3 Electric Bicycles, as those terms are defined in California Vehicle Code section 312. 5( a)."
SECTION 2. A new section subsection ( h) is hereby added to Section 1213.4 (Traffic and parking regulations) of Chapter 12B of the Fairfield City Code, to read as follows:
h) Ride or operate any Electric Bicycle in Rockville Hills Regional Park." SECTION 3. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional.

SECTION 4. The City Council finds this Ordinance is not a " project" within the meaning of the California Environmental Quality Act, Public Resources Code §§ 2100 et seq.

CEQA"), and 14 Cal. Code Regs. §§ 1500 et seq. (" CEQA Guidelines). The Ordinance prohibits the operation of electric bicycles within a City park and has no potential for resulting in a direct or reasonably foreseeable' indirect physical change in the environment. Pursuant to CEQA Section 21065 and Section 15378 of the CEQA Guidelines, no environmental review of the Ordinance is required.

SECTION 5. 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 Council members voting for and against it.

ORD. NO. 2020- 04

INTRODUCED at a regular meeting of the City Council of the City of Fairfield on the 3rd day of March, 2020, and
PASSED AND ADOPTED this
24th
day of March, 2020, by the following vote:

AYES: COUNCILMEMBERS: PRICE / BERTANI / MOY/ TIMM / VACCARO NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
ABSTAIN: COUNCILMEMBERS: NONE
Q,c,a j
MAYOR
ATTEST:

U
CITY CLEkk

Agenda Item No: M.2

AGENDA REPORT
DATE: August 19, 2025

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2025 -170 FN Approval of T ax-Exempt Lease Purchase Financing Agreement

Approval of an Equipment Lease/Purchase Agreement and an Escrow and Account Control Agreement with Banc of America Public Capital Corp to Finance Energy Efficiency Improvements, and Declaration of Intention to Reimburse Expenses

Funding Source: $21,309,756; Various Funds

Contact: John Furtado, (707) 428-7629

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield has undertaken a comprehensive energy efficiency initiative in partnership with Willdan Energy Solutions. The project includes solar installations, lighting retrofits, Heating, Ventilation, and Air Conditioning ( HVAC) upgrades, and other conservation measures across multiple City facilities. The total cost of the contract with Willdan is expected to be $29,998,064.

The City expects to fund $8.6M of the costs with available City funds and to finance the remainder of the improvements.

The City issued a Request for Proposals for financing, and, following a competitive evaluation process, Banc of America Public Capital Corp (BAPCC) was selected based on its favorable interest rate, flexible terms, and experience with public sector energy projects.

The City would like to use certain of the proceeds from the Lease to reimburse expenditures made prior to the execution of the Lease.

DISCUSSION

For flexibility, the resolution provides for a maximum financing amount of $23M and a maximum interest rate of 4.1%. However, staff expects the following financing details:
 Principal Amount: $21,309,756
 Interest Rate: 4.015% (tax-exempt, fixed)
 Term: 15 years
 Repayment: Semiannual payments
 Structure: Annual Appropriations Lease with no prepayment penalty

The financing will be used to implement energy -related improvements at City facilities, consistent with California Government Code Sections 4217.10 to 4217.18.

Alternatives such as a 20 -year payment term and annual payments were considered but would have resulted in higher interest rates which would have resulted in additional interest costs of up to $3.4M.

No closing costs or escrow agent fees are anticipated. The City’s contribution of approximately $8.6M will be funded from various internal sources, including Construction License Tax, Bedroom Tax, and Civic Center Improvement funds.

Good Faith Estimates:

PFM Financial Advisors LLC has provided good faith estimates on the cost of the Lease, as required by California Government Code Section 5852.1. All amounts and percentages are estimates and are made in good faith based on current information available.

1. True Interest Cost of the Lease: 4.006516%.

2. Finance charge of the Lease, being the sum of all fees and charges paid to third parties in the amount of $40,000.

3. Amount of proceeds of the Lease expected to be received by the City, net of proceeds for Costs of Issuance in (2) above and net of capitalized interest (if any) and reserves (if any) paid or funded with the proceeds of the Lease: $21,309,756.

4. Total payment amount for the Lease, being the sum of (a) debt service to be paid to final maturity, plus (b) any financing costs not paid from proceeds of the Lease: $28,930,091.18.

Federal Tax Law. It is not uncommon for public agencies to expend money on the initial capital costs of a project (most frequently, design and engineering costs) prior to obtaining financing for the project, and to reimburse itself for those initial costs with financing proceeds.

However, the Internal Revenue Service has issued regulations limiting public agencies’ ability to reimburse themselves with proceed s of tax -exempt financing; among other things, the regulations require the public agency to declare its intent to reimburse itself.

FINANCIAL IMPACT
The Lease will require repayments from the General Fund, Golf Funds, and Transit Funds. The details are included in the funding summary. Repayments will be offset from energy savings and designated capital improvement funds.

Description Fund Financing Allocation
General Fund 101 $16,431,116
Rancho Solano Club 471 $1,772,811
Paradise Valley Club 472 $82,685
Transportation Center 451/452 $3,023,144 Total $21,309,756

Willdan has estimated energy savings assuming a 5% escalation factor of $42.6M over 30 years with an additional operating and maintenance savings of $2.9M. It is anticipated that the long - term savings will be more than sufficient to fund the repayment of the financing requirements.

The reimbursement resolution does not have any immediate fiscal impacts. The resolution preserves the City’s flexibility to reimburse itself for capital expenditures if the council determines such reimbursement is in the City’s best interest.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
Reject the proposed financing and seek alternative funding sources.

COORDINATED WITH
Public Works Department and City Attorney’s Office

STAFF CONTACT
John Furtado, Director of Finance
(707) 428-7629
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Equipment Lease/Purchase Agreement Attachment 4: Proposed Escrow and Account Control Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2025-170

APPROVAL OF AN EQUIPMENT LEASE/PURCHASE AGREEMENT AND AN ESCROW AND

ACCOUNT CONTROL AGREEMENT WITH BANC OF AMERICA PUBLIC CAPITAL CORP TO

FINANCE ENERGY EFFICIENCY IMPROVEMENTS, AND DECLARATION OF INTENTION TO

REIMBURSE EXPENSES
WHEREAS, the City is authorized by Chapter 3.2 of Division 5 of Title 1 of the California Government Code to enter into a facility financing contract to provide financing for an energy conservation facility (including conservation measur es located in public buildings or on land owned by the City), which facility financing contract may provide for the lease of the energy conservation facility, if the council finds, at a regularly scheduled public hearing, public notice of which is given at least two weeks in advance, that it is in the best interest of the City to enter into such agreement and if funds for the repayment of the financing or the cost of design, construction, and operation of the energy conservation facility, or both, as requir ed by the contract, are projected to be available from revenues resulting from sales of electricity or thermal energy from the facility or from funding that otherwise would have been used for purchase of electrical, thermal, or other energy required by the City in the absence of the energy conservation facility, or both; and
WHEREAS, on December 3, 2024, after holding a duly noticed public hearing, the council adopted its Resolution No. 2024 -279, pursuant to which the council made certain findings required by applicable California law and approved entering into an Energy Savings Performance Contract (the “Energy Services Contract”) with Willdan Energy Solutions for the implementation of energy savings efficiency measures, or other operating cost saving measu res and equipment, as well as energy generation measures; and
WHEREAS, the City desires to acquire, finance and lease certain property described in the Energy Services Contract having a project cost of approximately $23,000,000 (collectively, the “Equipment”) pursuant to an Equipment Lease/Purchase Agreement (the “Agreement”) with Banc of America Public Capital Corp (or one of its affiliates), as lessor (the “Lessor”), the form of which has been presented to the council of the City at this meeting; and

WHEREAS, the council of the City deems it for the benefit of the City and for the efficient and effective administration thereof to enter into the Agreement and the other documentation relating to the acquisition, financing and leasing of the Equipment to be therein described on the terms and conditions therein and herein provided; and

WHEREAS, the information required to be obtained and disclosed by the council pursuant to Section 5852.1 of the California Government Code with respect to the financing of the Equipment is set forth in the staff report accompanying this Resolution; and

RES. NO. 2025-170

WHEREAS, the City intends to use a portion of the proceeds of the Agreement to reimburse expenditures made by the City for the Energy Services Contract prior to the exec ution of the Agreement.

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

Section 1. Recitals. The foregoing recitals are true and correct.

Section 2. Findings and Determinations . The council hereby finds and determines that, on the date hereof, the council held a duly noticed public hearing at which all interested persons were given the opportunity to be heard on the topic of the Agreement and the financing of the Equipment, and the council has duly considered all such comments.

The council hereby finds and determines that the terms of the Agreement, in the form presented to the governing body of City at this meeting, are in the best interests of the City for the acquisition, financing and leasing of the Equipment.

Section 3. Approval of Documents . The Agreement and the related Escrow and Account Control Agreement (the “Escrow Agreement”) by and among Banc of America Public Capital Corp, the City and UMB Bank, National Association are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the City Attorney, working with special legal counsel Jones Hall LLP, to put the Agreement and the Escrow Agreement i n final form, the execution and delivery of such documents by the City being conclusive evidence of such approval; provided, that the par amount of the Agreement shall not exceed $23,000,000 and the initial, tax -exempt interest rate shall not exceed 4.1% (exclusive of adjustments to the rate upon an event of default or event of taxability). Subject to the foregoing, the mayor, the city manager, the finance director or such other official of the City as may be designated by the mayor, the city manager or th e finance director (each, an “Authorized Officer”) , each acting alone, is hereby authorized and directed to execute (in writing or electronically), and the city clerk of the City is hereby authorized and directed to attest (if necessary), the Agreement, t he Escrow Agreement and any other related exhibits attached thereto, and to deliver the Agreement, the Escrow Agreement (including such other exhibits) to the respective parties thereto, and the city clerk of the City is hereby authorized to affix the seal of the City to such documents, to the extent deemed necessary.

Section 4. Reimbursement Intent. The council hereby declares that it reasonably expects (i) to pay certain costs of the Energy Services Contract prior to the date of execution of the Agreement and (ii) to use a portion of the proceeds of the Agreement for reimbursement of expenditures for the Energy Services Contract that are paid before the date of execution of the Agreement.

RES. NO. 2025-170

Section 5. Other Actions Authorized . The Authorized Offic ers and the other officers and employees of the City shall take all action necessary or reasonably required by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby (including the execution (in writing or electronically) and delivery of a final acceptance certificate, the Escrow Agreement, disbursement requests and any tax certificates, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution (in writing or electronically) and delivery of any closing and other documents required to be delivered in connection with the Agreement or the Escrow Agreement, including without limitation any memorandum of understanding regarding the vendor contract..

Section 6. No General Liability . Nothing contained in this Resolution, the Agreement, the Escrow Agreement nor any other instrument shall be construed with respect to the City as incurring a pecuniary liability or charge upon the gene ral credit of the City or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, the Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under the Agreement are limited obligations of the City, subject to annual appropriation, as provided in the Agreement.

Section 7. Appointment of Authorized Representatives. The Authorized Officers, each acting alone, are hereby designated to act as authorized representatives of the City for purposes of the Agreement and the Escrow Agreement until such time as the governing body of the City shall designate any other or different authorized representative for purposes of the Agreement or the Escrow Agreement. Whenever in this Resolution any officer of the City is authorized to execute or attest to any document or take any other action, such execution, attestation, or other action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.

Section 8. Appointment of Legal Counsel . In connection with the transactions described in this Resolution, the council hereby authorizes, r atifies and confirms the appointment of Jones Hall LLP, to serve as special legal counsel, with the fees and expenses of such firm payable from the proceeds of the financing. An Authorized Officer is authorized to execute a professional services agreement with Jones Hall LLP, as and to the extent deemed necessary.

Section 9. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of su ch section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

Section 10. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of s uch inconsistency with respect to this

RES. NO. 2025-170

Resolution. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof.

Section 11. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.

PASSED AND ADOPTED this 19th day of August 2025, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

1172314624,,,Proposed Equipment Lease Purchase Agreement (Escrow Account) 2329431

EQUIPMENT LEASE/PURCHASE AGREEMENT
(ESCROW ACCOUNT)
This Equipment Lease/Purchase Agreement (this “Agreement”) dated as of August 29, 2025, and entered into by and between Banc of America Public Capital Corp, a Kansas corporation (together with its successors, assigns and transferees, and as more particularly defined herein, “Lessor”), and City of Fairfield, a general law city existing under the laws of the State of California (“Lessee”).

WITNESSETH:

WHEREAS, Lessee desires to leas e and acquire from Lessor certain Equipment (as such term is defined herein), subject to the terms and conditions hereof; and, WHEREAS, Lessee is authorized under the constitution and laws of the State (as such term is defined herein) to enter into this Agreement for the purposes set forth herein; NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows:

ARTICLE I
Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
“Acquisition Amount” means $ 21,309,756.00. The Acquisition Amount is the amount represented by Lessee to be sufficient, together with the Lessee’s Contribution and other funds of Lessee (if any) that are legally available for the purpose of acquiring and installing the Equipment. “Acquisition Period” means the period ending five (5) business days prior to February 28, 2027.
“Agreement” means this Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to this Agreement pursuant to Section 13.04.
“Casualty Value” means the amount that is shown for each Rental Pay ment Date under the column titled “Casualty Value” on the Payment Schedule. “Code” means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code herein shall be deemed to include the relevant United States Treasury Regulations proposed or in effect thereunder.
“Collateral” has the meaning set forth in Section 6.02.

2 “Commencement Date” means the date when Lessee’s obligation to pay rent commences hereunder, which shall be the date on which the Acquisition Amount is deposited with the Escrow Agent.
“Contract Rate” means the rate identified as such in the Payment Schedule. “Disbursement R equest” means the disbursement request attached to the Escrow Agreement as Schedule 1 and made a part thereof.
“Equipment” means the equipment, fixtures and other goods and property listed in the Equipment Schedule together with all replacements, repairs, restorations, modifications and improvements thereof or thereto and all accessories, equipment, parts and appurtenances appertaining or attached to any of the Equipment, and all substitutions, renewals, or replacements of and additions, improvements, accessions and accumulations to any and all of such Equipment, together with all the rents, issues, income, profits, proceeds and avails therefrom made pursuant to Article V or Section 8.01.
“Equipment Costs” means the total cost of the Equipment, including related soft costs such as freight, installation and taxes and other capitalizable costs, and other costs incurred in connection with the acquisition, installation and/or financing of the Equipment. “Equipment Schedule” means the Equipment Schedule attached hereto as Exhibit A and made a part hereof (including any duly authorized and executed amendments thereto). “Escrow Account” means the account established and held by the Escrow Agent pursuant to the Escrow Agreement.
“Escrow Agent” means the Escrow Agent identified in the Escrow Agreement, and its successors and assigns.
“Escrow Agreement” means the Escrow and Account Control Agreement in form and substance acceptable to and executed by Lessee, Lessor and the Escrow Agent, pursuant to which the Escrow Account is established and administered.
“Event of Default” means an Event of Default described in Section 12.01. “Event of Non-appropriation” means the failure of Lessee’s governing body to appropriate or otherwise make available funds to pay Rental Paym ents under this Agreement following the Original Term or then current Renewal Term sufficient for the continued performance of this Agreement by Lessee.
“Lease Term” means the Original Term and all Renewal Terms. “Lessee” means the entity referred to as Lessee in the first paragraph of this Agreement.

3 “Lessee’s Contribution” means the amount paid by Lessee in excess of the Acquisition Amount from legally available funds for the purposes provided in Section 4.08 hereof. “Lessor” means (a) the entity referred to as Lessor in the first paragraph of this Agreement and its successors or (b) any assignee or transferee of any right, title or interest of Lessor in and to this Agreement pursuant to Section 11.01 hereof, including the right, title and interest of Lessor in and to the Equipment, the Rental Payments and other amounts due hereunder, the Escrow Agreement and Escrow Account and other Collateral, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform hereunder. “Lien” means any lien (statutory or otherwise), security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, preference, priority or other security o r preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction). “Material Adverse Change” means any change in Lessee’s creditworthiness that could have a material adverse effect on (i) the financial condition or operations of Lessee, or (ii) Lessee’s ability to perform its obligations under this Agreement. “Original Term” means the period from the Commencement Date until the end of the fiscal year of Lessee in effect at such Commencement Date.
“Outstanding Balance” means the amount that is shown for each Rental Payment Date under the column titled “Outstanding Balance” on the Payment Schedule. “Payment Schedule” means the Payment Schedule attached hereto as Exhibit B and made a part hereof.
“Prepayment Price” means the amount that is shown for each Rental Payment Date under the column titled “Prepayment Price” on the Payment Schedule. “Principal Portion” means the amount that is shown for each Rental Payment Date under the column titled “Principal Portion” on the Payment Schedule. “Project Grant” means a grant, subsidy, or other incentive that the Lessee receives for the Equipment.
“Related Documents” means this Agreement and the Escrow Agreement, each as may be amended and supplemented.
“Renewal Terms” means the consecutive renewal terms of this Agreement, the first of which commences immediately after the end of the Original Term and each having a duration and a term coextensive with each successive fiscal year of Lessee; provided that the final such Renewal

4 Term shall commence on the first day of the last such fiscal year and end on the first business day after the last scheduled Rental Payment Date.
“Rental Payment Date” means each date on which Lessee is required to make a Rental Payment under this Agreement as specified in the Payment Schedule. “Rental Payments” means the basic rental payments payable by Lessee on the Rental Payment Dates and in the amounts as specified in the Payment Schedule, consisting of a principal component and an interest comp onent, and in all cases sufficient to repay such principal component and interest thereon at the applicable Contract Rate (or Taxable Rate if then in effect). “Scheduled Term” means the Original Term and all scheduled Renewal Terms, with a final Renewal Term ending on August 29, 2040, as set forth in Exhibit B attached hereto. “SEC” means the U.S. Securities and Exchange Commission. “Special Counsel” means Jones Hall LLP.
“State” means the State of California.
“Taxable Rate” means, for each day that the int erest component of Rental Payments is taxable for Federal income tax purposes, an interest rate equal to the Contract Rate plus a rate sufficient such that the total interest to be paid on any Rental Payment Date would, after such interest was reduced by the amount of any Federal, state or local income tax (including any interest, penalties or additions to tax) actually imposed thereon, equal the amount of interest otherwise due to Lessor.
“Vendor” means the manufacturer, installer or supplier of the Equipm ent or any other person as well as the agents or dealers of the manufacturer, installer or supplier with whom Lessee arranged Lessee’s acquisition, installation, maintenance and/or servicing of the Equipment , and includes, without limitation, Willdan Energy Solutions (“Willdan”). “Vendor Agreement” means any contract entered into by Lessee and any Vendor for the acquisition, installation, maintenance and/or servicing of the Equipment , and includes, without limitation, the Willdan Contract.
“Willdan Contract” means Energy Savings Performance Contract between City and Willdan dated December 30, 2024 as amended by that certain Memorandum of Understanding dated August 29, 2025 among Lessor, Lessor and Willdan, each as supplemented, amended or restated.

5 ARTICLE II
Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof as follows:
(a) Lessee is a political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the constitution and laws of the State, with full power and authority to enter into the Related Documents and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee has duly authorized the execution and delivery of the Related Documents by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate off icial approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Related Documents. (c) No event or condition that constitutes, or with the giving of notice or the lapse of time or b oth would constitute, an Event of Default exists at the date hereof. No Event of Non-appropriation has occurred or is threatened with respect to this Agreement. (d) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a city of the State. (e) Lessee has complied with such procurement and public bidding requirements as may be applicable to the Related Documents and the acquisition and installation by Lessee of the Equipment.
(f) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to be paid hereunder. (g) Lessee has kept, and throughout the Lease Term shall keep, its books and records in accordance with generally acce pted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including (1) a balance sheet, (2) statement of revenues, expenses and changes in fund balances for budget and actual, (3) statement of cash flows, and (4) footnotes, schedules and attachments to the financial statements) within two hundred seventy (270) days after the end of its fiscal year, (ii) such other financial statements and information as Lessor may reasonably request, and (iii) upon Lessor’s request, (A) its annual budget for any prior or current fiscal year, (B) its annual budget for the following fiscal year when approved but not later than the end of the current fiscal year. The financial statements described in t his subsection (g)(i) shall be accompanied by an unqualified opinion of Lessee’s independent auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns.

6 (h) Lessee has an immediate need for the Equipment and expects to make immediate use of the Equipment. Lessee’s need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish during the Scheduled Term.
(i) The payment of the Rental Payments or any portion thereof is not (under the terms of this Agreement or any underlying arrangement) directly or indirectly (x) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (y) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. ”Use” of the Equipment does not include uses by members of the general public within the meaning of §1.141 -3(c) of the Department of the Treasury Regulations (the “Regulations”). No portion of the Acquisition Amount will be used, directly or indirectly, to make or finance loans to any person other tha n Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment.
(j) There is no pending litigation, tax claim, proceeding or dispute that may adversely affect Lessee’s financial condition or impairs its ability to perform its obligations under the Related Documents. Lessee will, at its expense, maintain its legal existence and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor’s first priority security interest in the Equipment and the Escrow Account and Lessor’s rights and benefits under the Related Documents.
(k) Lessee is the fee owner of the real estate where the Equipment is and will be located (the “Real Property”) and has good and marketable title thereto, and there exists no mortgage, pledge, Lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such Real Property. In the event any lien, encumbrance, restriction, asserted encumbrance, claim, dispute or other issue exists or arises with respect to the Lessee’s legal title to or valid and marketable, beneficial use and enjoyment of the Real Property or impairs or adversely impact s Lessor’s right, title or interest in the Equipment or any of Lessor’s rights or remedies under this Agreement with respect to the Equipment (each of the foregoing referred to as a “Real Property Issue”), Lessee will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue to the satisfaction of Lessor and ensure that Lessee and Lessor have adequate access to and use of (including beneficial use and enjoyment of) the Real Property for all purposes of the Equipment contemplated herein and Lessee shall ensure that its fee interest in the Real Property and Lessor’s right, title or interest in the Equipment and rights or remedies under this Agreement with respect to the Equipment remain free and clear of Real Property Issues.

7 (l) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (m) Lessee represents to Lessor that it has adopted a debt policy in compliance with SB 1029 a nd Section 8855 of the Government Code of California et seq. and covenants that it shall comply with Section 8855 of the Government Code of California et seq. as amended (the “CDIAC Act”) throughout the Lease Term, including (i) preparing, submitting and filing the report of the proposed debt issuance relating to this Agreement by the method required by the California Debt and Investment Advisory Commission (“CDIAC”), (ii) preparing, submitting and filing the report of final sale (and accompanying documents) relating to this Agreement by the method required by CDIAC, (iii) submitting an annual report relating to the report of final sale for this Agreement by the method required by CDIAC, and (iv) paying all fees charged by CDIAC or the CDIAC Act relating to this Agreement, including, but not limited to the fee in an amount equal to 2.5 basis points (.025%) of the Acquisition Amount not to exceed five thousand dollars ($5,000) or as otherwise prescribed by the CDIAC Act.
(n) As of the date of execution and delivery of this Agreement, Lessee has not granted any Lien on the Collateral that would be senior in priority to, or pari passu with, the first priority Lien on the Collateral granted to Lessor under Section 6.02 of this Agreement.
(o) The street addresses and legal descriptions affixed to the UCC -1 financing statements and fixture filings filed and recorded pursuant to Section 3.04(vi), Section 6.01 and/or Section 6.02 hereof are true, accurate and complete street addresses and legal descriptions of all the properties on which the Equipment is located or to be installed. In the event any street address, legal description, other information, UCC -1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to the Lessor’s interests in the Equipment or any of the Real Property on which the Equipment is located or to be installed reflects any incorrect or incomplete Real Property legal description, equipment description or other information, Lessee shall take all steps necessary at its expense (with the Lessor’s prior written approval) to promptly correct any errors or deficiencies with respect to such legal descriptions, street address, other information, UCC -1 financing statements and/or fixture filings and to protect Lessor’s interests in the Equipment.
(p) Lessee will pay all Equipment Costs and costs of issuance in excess of the Acquisition Amount available therefor out of its own funds. Lessor shall not have any responsibility to pay amounts for any Equipment Costs or costs of issuance with respect to the Related Documents or the Equipment that individually or collectively exceed the Acquisition Amount.

8 (q) Lessee has complied with California Government Code Section 4217.10 et seq., as and to the extent applicable, and other applicable law pertaining to the authorization of this Agreement and the financing and acquisition by the Lessee of the Equipment.
(r) To the extent applicable, as determined by Lessee in its sole discretion, Lessee has complied with the requirements of California Government Code Section 5852.1 et seq. in connection with this Agreement and the Equipment. (s) In connection with the Lessee’s compliance with any continuing disclosure undertakings (each, a “Continuing Disclosure Agreeme nt”) entered into by the Lessee pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), the Lessee may be required to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system, or its successor ( “EMMA”), notice of its incurrence of its obligations under the Related Documents and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with the Related Documents, in each case including posting a full copy thereof or a description of the material terms thereof (each such posting, an “EMMA Posting”). Except to the extent required by applicable law, including the Rule, the Lessee shall not file or submit or permit the filing or submission of any EMMA Posting that includes the following unredacted confidential information about the Lessor or its affiliates and the Escrow Agent in any portion of such EMMA Posting: address, account information and logos of the Lessor or its affiliates and the Escrow Agent; e -mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lessor or its affiliates and the Escrow Agent; and the form of Disbursement Request that is attached to the Escrow Agreement.
(t) Tax Covenants.
(A) Private Activity Bond Limitation . Lessee will assure that the proceeds of the Agreement are not so used as to cause the obligations of Lessee under the Agreement to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. (B) Federal Guarantee Prohibition. Lessee will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the obligations of Lessee under the Agreement to be “federally guaranteed” within the meaning of section 149(b) of the Code.
(C) Rebate Requirement. Lessee will take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Agreement.

9 (D) No Arbitrage. Lessee will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Agreement which, if such action had been reasonably expected to have been taken, or had been delibe rately and intentionally taken, on the date of delivery of the Agreement would have caused any of the obligations of Lessee under the Agreement to be “arbitrage bonds” within the meaning of section 148 of the Code.
(E) Maintenance of Tax -Exemption. Lessee will take all actions necessary to assure the exclusion of interest with respect to the Agreement from the gross income of the owner of the Agreement to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of delivery of the Agreement.
(F) Record Retention. Lessee will retain its records of all accounting and monitoring it carries out with respect to the Agreement for at least 3 years after the Agreement matures or is prepaid (whichever is earlier); provided, that if Lessee’s Rental Payments under the Agreement are prepaid and refunded, Lessee will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or prepayment of the obligations that refunded the Agreement. (G) Compliance with Tax Documents . Lessee will comply with the provisions of the tax certificate and use of proceeds certificate with respect to the Agreement, which are incorporated herein as if fully set forth herein.

The representations, warranties and covenants of this clause (t) will survive payment in full of the Agreement.

The Lessee acknowledges and agrees that the Lessor and its affiliates are not responsible for the Lessee’s or any other entity’s (including, but not limited to, any broker -dealer’s) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities or other laws, including but not limited to those relating to the Rule.

ARTICLE III
Section 3.01. Lease of Equipment. Subject to the terms and conditions of this Agreement, Lessor agrees to provide the Acquisition Amount to acquire and install the Equipment. Lessor hereby demises, leases and transfers to Lessee, and Lessee hereby acquires, rents and leases from Lessor, the Equipment. The Lease Term may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Scheduled Term as set forth in the Payment Schedule. At the end of the Original Term and at the end of each Renewal Term until the maximum Scheduled Term has been completed, Lessee shall be deemed to have exercised its option to continue this Agreement for the next Renewal Term unless Lessee shall have terminated this Agreement pursuant to Section 3.03 or Section 10.01 of this Agreement. The terms and conditions during any Renewal Term shall be the

10 same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the Payment Schedule.

Section 3.02. Continuation of Lease Term. Lessee intends, subject to Section 3.03 hereof, to continue the Lease Term through the Original Term and all Renewal Terms and to pay the Rental Payments due hereunder. Lessee affirms that sufficient funds are legally available to pay all Rental Payments when due during the current fiscal year, and Lessee reasonably believes that an amount sufficient to make all Rental Payments during the e ntire Scheduled Term can be obtained from legally available funds of Lessee. Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due he reunder, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the Lease Term for any Renewal Term is within the sole discretion of the governing body of Lessee.

Section 3.03. Non-appropriation. Lessee is obligated only to pay such Rental Payments as may lawfully be made during Lessee’s then current fiscal year from funds budgeted and appropriated for that purpose. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments following the then current Original Term or Renewal Term, this Agreement shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination promptly after any decision to non -appropriate is made, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If this Agreement is terminated in accordance with this Section 3.03, Lessee agrees to cease use of the Equipment and peaceably remove and deliver to Lessor, at Lessee’s sole expense (from legally available funds), the Equipment to Lessor at the location(s) to be specified by Lessor.

Section 3.04. Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under this Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) An Escrow Agreement substantially in the form attached hereto as Exhibit I, satisfactory to Lessor and executed by Lessee and the Escrow Agent and a Vendor Agreement satisfactory to Lessor and executed by Lessee and the Vendor; (ii) A certified copy of a resolution, ordinance or other official action of Lessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and the Escrow Agreement and performance by Lessee of its obligations under this Agreement and the Escrow Agreement; (iii) A Certificate completed and executed by the Clerk or Secretary or other comparable officer of Lessee, substantial ly in the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;

11 (iv) Opinions of general counsel to Lessee and Special Counsel to Lessee, which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit D-1 and Exhibit D-2, respectively, and which are otherwise satisfactory to Lessor; (v) Evidence of insurance as required by Section 7.02 hereof; (vi) All documents, including financing statements, affidavits, notices and similar instruments which Lessor deems necessary or appropriate at that time pursuant to Section 6.02 hereof;
(vii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located and amendments and agreements releasing Liens and encumbrances, if any, on the real property where the Equipment is and will be located;
(viii) Reserved;
(ix) A copy of the Form 8038 -G, fully completed by Special Counsel as paid preparer and executed by Lessee;
(x) In the event that Lessee is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Commencement Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the date of such resolution;
(xi) Copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b) hereof;
(xii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor;
(xiii) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04 hereof, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Commencement Date, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement (other than for costs of issuance) shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor; and
(xiv) Such other items reasonably required by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under the Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this

12 Agreement, (ii) no Event of Default having occurred and then be continuing and (iii) no Event of Non-appropriation having occurred or being threatened with respect to this Agreement. (c) Subject to satisfaction of the foregoing, Lessor will deposit the Ac quisition Amount with the Escrow Agent to be held and disbursed pursuant to the Escrow Agreement.

Section 3.05. Evidence of Filing Form 8038 -G. As soon as it is available, Lessee shall provide to Lessor evidence that it, or its paid preparer, has filed the Form 8038 -G for this Agreement with the Internal Revenue Service by delivering to Lessor proof of mailing such Form 8038-G. Notwithstanding anything to the contrary in this Agreement, it shall not be an Event of Default hereunder if Lessee does not provide to Lessor evidence that it (or its paid preparer) filed the Form 8038-G for this Agreement with the Internal Revenue Service.

ARTICLE IV
Section 4.01. Rental Payments. Subject to Section 3.03 of this Agreement, Lessee shall promptly pay Rental Payments, in lawful money of the United States of America, to Lessor on the Rental Payment Dates and in such amounts as provided in the Payment Sched ule. If any Rental Payment or other amount payable hereunder is not paid within ten (10) days of its due date, Lessee shall pay an administrative late charge of five percent (5%) of the amount not timely paid or the maximum amount permitted by law, whiche ver is less. Lessee shall not permit the Federal Government to guarantee any Rental Payments under this Agreement. Rental Payments consist of principal and interest components as more fully detailed on the Payment Schedule, the interest on which begins to accrue as of the Commencement Date.

Section 4.02. Interest and Principal Components . A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and represents payment of, principal as more fully detailed on the Payment Schedule.

Section 4.03. Rental Payments to Constitute a Current Expense of Lessee . Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments shall constitute a current expens e of Lessee payable solely from its general fund or other funds that are legally available for that purpose and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requiremen t concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of Lessee.

Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.03 of this Agreement, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in this Agreement shall be absolute and unconditional in all events without abatement, diminution, deduction, set -off or defense, for any reason, including without limitation any failure of the Equipment, disputes with the Lessor or the Vendor of any Equipment, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforesee n circumstances, or failure of any Vendor to deliver any Equipment or otherwise perform any of its obligations for whatever reason, including bankruptcy, insolvency, reorganization or any similar event with respect to any Vendor or under

13 any Vendor Agreement, or the failure or inability (for whatever reason) of Lessee to receive (or delay in receipt of) all or any portion of any Project Grant or other grant, subsidy, or other incentive, including but not limited to any refundable tax credit under Section 6417 of the Internal Revenue Code of 1986, as amended by the Inflation Reduction Act of 2022 (Pub. L. No. 117-169), any amounts described or derived from California Assembly Bill AB 841, any federal, state, local, private or other incentives or rebates or any substantially similar (to any of the foregoing) provision of federal, state, local or foreign tax or other law (including regulations or other guidance from any taxing or other authority).

Section 4.05. Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes . In furtherance of the foregoing, Lessee shall comply with all the provisions of Section 2.01(t).

Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability, the interest component of Rental Payments and any charge on Rental Payments or other amounts payable based on the Contract Rate shall have accrued and be payable at the Taxable Rate retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includ able in the gross income of the owner or owners thereof for Fede ral income tax purposes (which retroactive date shall be the earliest date as of which the interest component of any Rental Payment is deemed includ able in the gross income of the owner or owners thereof for Federal income tax purposes, which may be earlie r than the date of delivery of such determination by the Internal Revenue Service), and Lessee will pay such additional amount as will result in the owner receiving the interest component at the Taxable Rate.

For purposes of this Section, “Event of Taxability” means the circumstance of the interest component of any Rental Payment paid or payable pursuant to this Agreement becoming includable for Federal income tax purposes in an owner’s gross income as a consequence of any act, omission or event whatsoever, including but not limited to the matters described in the immediately succeeding sentence, and regardless of whether the same was within or beyond the control of Lessee. An Event of Taxability shall be presumed to have occurred upon (a) the receipt by Lessor or Lessee of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence which legally holds that the interest component of any Rental Payment is includable in the gross income of the owner thereof; (b) the issuance of any public or private ruling of the Internal Revenue Service that the interest component of any Rental Payment is includable in the gross income of the owner thereof; or (c) receipt by Lessor or Lessee of a written opinion of a nationally recognized firm of attorneys experienced in matters pertaining to the tax -exempt status of interest on obligations issued by states and their political subdivisions, selected by Lessor and acceptable to Lessee, to the effect that the interest component of any Rental Payment has become includable in the gross income of the owner thereof for Federal income tax purposes. For all purposes of this definition, an Event of Taxability shall be deemed to occur on the date as of which the interest component of

14 any Rental Payment is deemed includable in the gross income of the owner thereof for Federal income tax purposes.

Section 4.07. Mandatory Prepayment. (a) Any funds not applied to Equipment Costs and remaining in the Escro w Account on the earliest of (i) the expiration of the Acquisition Period, (ii) the date on which Lessee delivers to the Lessor the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Equipment Costs from the Escrow Account or (iii) a termination of the Escrow Account as provided in the Escrow Agreement shall be applied by Lessor on each successive Rental Payment Date thereafter to pay all or a portion of the Rental Payment due and owing in the succeeding twelve (12) months and any remaining amounts (“Excess Proceeds”) shall be applied by Lessor as prepayment to the applicable unpaid Principal Portion of Rental Payments owing hereunder in the inverse order of the Rental Payment Dates at a price of 100% of such prepaid Principal Portion plus accrued interest thereon to the prepayment date.
(b) In connection with any partial prepayment of Rental Payments, Lessor shall prepare a new Payment Schedule and deliver the same to the Lessee, which shall be binding, absent manifest error.
(c) In lieu of prepayment, Lessee may apply Excess Proceeds to the acquisition of other capital equipment that Lessee identifies and with Lessor’s prior written approval, given in Lessor’s sole and absolute discretion, and subject to such conditions as Lessor may require, including but not limited to execution of an appropriate amendment to the Equipment Schedule, the filing of financing statements with respect to personal property and fixtures under Article 9 of the California Commercial Code and Lessee’s delivery to Lessor of a written opinion of a nationally recognized firm of attorneys experienced in matters pertaining to the tax -exempt status of interest on obligations issued by states and their political subdivisions, selected by Lessee and accepta ble to Lessor, to the effect that Lessee’s acquisition of such other capital equipment and the taking of other actions in connection therewith will not adversely affect the tax -exempt status of interest components of Rental Payments pursuant to this Agreement. (d) Lessee will give Lessor notice of any such prepayment in accordance with this Section 4.07 not less than 30 days (or such other period of time acceptable to Lessor) in advance of the prepayment date.

Section 4.08. Covenant Regarding Lessee’s Contribution. Lessee hereby covenants to pay, from legally available funds $ 1,199,631 (or such other amount approved by Lessor) of costs to acquire and install the Equipment, which Lessee’s Contribution amount is separate and apart from, and in addition to, the Acquisition Amount hereunder. Lessee hereby further acknowledges and agrees th at the Escrow Agent is not authorized to disburse, and Lessor will not approve any disbursement for, the final $500,000 of the Acquisition Amount from the Escrow Account unless and until (a) Lessee has provided written evidence satisfactory to Lessor that Lessee has paid and distributed at least $1,199,631 (or such other amount approved by the Lessor) towards the cost of the Equipment from the Lessee’s Contribution and (b) payment and distribution of the Lessee’s Contribution in full. Lessee shall not be o bligated to deposit the Lessee’s Contribution in the Escrow Account or in any other account or fund under this Agreement or the Escrow Agreement,

15 but shall pay Equipment Costs for the Equipment directly to the related Vendors from and after the Commencement Date and provide such evidence of the dates, amounts and payees of such expenditures of the Lessee’s Contribution as Lessor may reasonably request.

ARTICLE V
Section 5.01. Acquisition, Delivery, Installation and Acceptance of Equipment. (a) Lessee shall order the Equipment to be acquired and financed hereunder, cause the Equipment to be delivered and installed at the location specified in the Equipment Schedule and pay any and all delivery and installation costs and other Equipment Costs in connection t herewith. Lessee shall conduct such inspection and testing of the Equipment as it deems necessary and appropriate in order to unconditionally accept such Equipment. When the Equipment has been delivered and installed, including any component of the Equipment, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering Disbursement Requests to the Lessor pursuant to the Escrow Agreement for the purpose of effecting disbursements from the Escrow Account to pay (or re imburse) Equipment Costs for the Equipment so acquired and installed. In connection with the execution and delivery by Lessee to Lessor of the final Disbursement Request, Lessee shall deliver to Lessor a “Final Acceptance Certificate” in the form attached hereto as Exhibit E.
(b) Lessee shall deliver to Lessor together with each Disbursement Request copies of invoices (and proof of payment of such invoices if Lessee seeks reimbursement for prior expenditures) and bills of sale or other evidence of title transfer to Lessee relating to each item of Equipment accepted by Lessee as evidenced by such Disbursement Request. Once approved, Lessor shall deliver such Disbursement Request to the Escrow Agent for disbursement from the Escrow Account in accordance with the Escrow Agreement.

Section 5.02. Quiet Enjoyment of Equipment. So long as no Event of Default and no Event of Non-appropriation exists hereunder, neither Lessor nor any entity claiming by, through or under Lessor, shall interfere with Lessee’s quiet use and enjoyment of the Equipment during the Lease Term.

Section 5.03. Location; Inspection . Once installed, no item of the Equipment will be moved or relocated from the location specified for it in the Equipment Schedule without Lessor’s prior written consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property where the Equipment is located for the purpose of inspecting the Equipment.

Section 5.04. Use and Maintenance of the Equipment. Lessee shall not install, use, operate or maintain the Equipment (or cause the Equipment to be installed, used, operated or maintained) improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated hereby. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative, or judicial body, including, without limitation, all anti -money laundering laws and regulations; provided that Lessee may contest in good faith the validity or application of any such law,

16 regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights hereunder.

Lessee agrees that it shall (a) maintain, preserve, and keep the Equipment i n good repair and working order, in a condition comparable to that recommended by the manufacturer; (b) proceed promptly, at its expense, to protect its rights and exercise its remedies under any warranty then in effect with respect to the Equipment; and (c) replace or rebuild any component of the Equipment that becomes permanently unfit for normal use or inoperable during the Lease Term (herein, the “Inoperable Component”) in order to keep the Equipment as a whole in good repair and working order during th e Lease Term. Lessee shall promptly notify Lessor in writing when any component of the Equipment is reasonably expected within forty -five (45) days to become an Inoperable Component. Lessee shall promptly replace or rebuild the Inoperable Component with a similar component of comparable or improved make and model that has at least the equivalent value and utility of the Inoperable Component, a remaining useful life of no less than the remaining Scheduled Term and such replacement or rebuilt component shal l be in good operating condition. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. In all cases, Lessee agrees to pay any costs necessary for the manufacturer to re -certify the Equipment as eligi ble for manufacturer’s maintenance upon the return of the Equipment to Lessor as provided for in Sections 3.03 and 12.02(b) of this Agreement.

Lessee shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipmen t if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the security interest of Lessor.

ARTICLE VI
Section 6.01. Title to the Equipment . During the Lease Term, so long as Lessee is not in default under Article XII hereof and an Event of Non-appropriation has not occurred, all right, title and interest in and to each item of the Equipment shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof. Lessee shall at all times protect and defend, at its own cost and expense, its title, and Lessor’s first priority security interest, in and to the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, Liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such claims, Liens and processes. Lessee will, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents the Lessor may reasonably request in order to protect Lessor’s first priority security interest in the Collateral. Upon the occurrence of an Event of Default or upon termination of this Agreement pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee’s interest therein, and upon request by Lessor shall deliver possession of the Equipment t o Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing hereunder by Lessee in

17 accordance with Section 10.01 hereof, Lessor’s security interest or other interest in the Equipment shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor’s security interest in the Equipment.

Section 6.02. Security Interest. As additional security for the payment and performance of all of Lessee’s obligations hereunder, Lessee hereby grants to Lessor a first priority security interest constituting a first Lien on (a) the Equipment, together with all replacements, repairs, restorations, modifications and improvement s thereof or thereto and all accessories, equipment, parts and appurtenances appertaining or attached to any of the Equipment, and all substitutions, renewals, or replacements of and additions, improvements, accessions and accumulations to any and all of such Equipment, together with all the rents, issues, income, profits, proceeds and avails therefrom, (b) moneys and investments held from time to time in the Escrow Account, (c) all accounts, chattel paper, deposit accounts, documents, instruments, general intangibles and investment property (including any securities accounts and security entitlements relating thereto) evidenced by or arising out of or otherwise relating to the foregoing collateral described in clauses (a) and (b) above, as such terms are de fined in Article 9 of the California Commercial Code, and (d) any and all proceeds of any and all of the foregoing, including, without limitation, insurance proceeds (collectively, the “Collateral”). Lessee authorizes Lessor to file (and Lessee agrees to execute, if applicable) such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain Lessor’s security interest in the Collateral, including, without limitation, such financing statements with respect to personal property and fixtures under Article 9 of the California Commercial Code and treating such Article 9 as applicable to entities such as Lessee.

Section 6.03. Personal Pro perty, No Encumbrances. Lessee agrees that , to the extent permitted by State law, the Equipment is deemed to be and will remain personal property, and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Lessee shall not create, incur, assume or permit to exist any mortgage, pledge, Lien, security int erest, charge or other encumbrance of any nature whatsoever on any of the real estate where the Equipment is or will be located or enter into any agreement to sell or assign or enter into any sale/leaseback arrangement of such real estate without the prior written consent of Lessor; provided, that if Lessor or its assigns is furnished with a waiver of interest in the Equipment acceptable to Lessor or its assigns in their respective discretion from any party taking an interest in any such real estate prior to such interest taking effect, such consent shall not be unreasonably withheld.

ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges . Lessee shall keep the Equipment free of all levies, Liens, and encumbrances except those created by this Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that t he Equipment will therefore be exempt from all property taxes. If the lease, sale, purchase, operation, use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all

18 sales and other taxes, special assessments, governmental and other charges of any kind that are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part of either thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor. Lessee shall pay all utility and other charges incurred in the operation, use and maintenance of the Equipment. Lessee shall pay such taxes, assessments or charges as the same may become due; provided that, with respect to any such taxes, assessments or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the Lease Term. Lessor will not claim ownership of the Equipment under this Agreement for the purposes of any tax credits, benefits or deductions with respect to such Equipment. Lessee shall pay the fee charged by the California Debt and Investment Advisory Commission with respect to this Agreement pursuant to Section 8856 (or any successor provision) of the California Government Code.

Section 7.02. Insurance. Lessee shall during the Lease Term maintain or cause to be maintained (a) casualty insurance naming Lessor and its assigns as loss payee and insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the greater of (i) the then applicable Outstanding Balance or (ii) the replacement cost of the Equipment; (b) liability insurance naming Lessor and its assigns as additional insured that protects Lessor from liability with limits of at least $5,000,000 per occurrence for bodily injury and property damage coverage (such liability insurance coverage may be in a combination of primary general liability and/or excess liability umbrella coverage), and in all events under clauses (a) and (b) above issued in form and amount satisfactory to Lessor and by an insurance company that is authorized to do business in the State and having a financial strength rating by A.M. Best Company of “A -” or better ; and (c) worker’s compensation coverage as required by the laws of the State. Notwithstanding the foregoing, Lessee may self-insure against the risks described in clauses (a) and/or (b) through a government pooling arrangement, self-funded loss reserves, risk retention program or other self-insurance program, in each case with Lessor’s prior written consent (which Lessor may grant, withhold or deny in its sole discretion) and provided that Lessee has delivered to Lessor such information as Lessor may request with respect to the adequacy of such self -insurance to cover the risks proposed to be self -insured and otherwise in form and substance acceptable to Lessor. In the event Lessee is permitted, at Lessor’s sole discretion, to self -insure as provided in this Section 7.02, Lessee shall provide to Lessor a self-insurance letter in form and substance satisfactory to Lessor, in Lessor’s sole discretion .

Lessee shall furnish to Lessor evidence of such insurance or self -insurance coverage throughout the Lease Term. Lessee shall not cancel or modify such insurance or self -insurance coverage in any way that would aff ect the interests of Lessor without first giving written notice thereof to Lessor at least thirty (30) days in advance of such cancellation or modification.

Section 7.03. Risk of Loss. Whether or not covered by insurance or self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Equipment from any cause whatsoever, and no such loss of or damage to or liability arising from the Equipment shall relieve Lessee of the obligation to make the Rental Payments or to perform any other obligation under this Agreement. Whether or not covered by insurance or self -insurance, Lessee hereby agrees to reimburse Lessor (to the fullest extent permitted by applicable law, but only from legally available funds) for any and all liabilities,

19 obligations, losses, costs, claims, taxes or damages suffered or incurred by Lessor, regardless of the cause thereof and all expenses incurred in connection therewith (including, without limitation, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into this Agreement or any of the transactions contemplated hereby (except to the extent caused by Lessor’s o wn gross negligence or willful misconduct) , (b) the ordering, acquisition, ownership use, operation, condition, purchase, delivery, acceptance, rejection, storage or return of any item of the Equipment, (c) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant of Lessee under or in connection with this Agreement or any material misrepresentation provided by Lessee under or in connection with this Agreement. The provisions of this Section 7.03 shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason.

Section 7.04. Surety Bonds ; Lessee to Pursue Remedies Against Contractors and Sub-Contractors and Their Sureties. Lessee shall secure from each Vendor directly employed by Lessee in connection with the acquisition, construction, installation, improvement or equipping of the Equipment, a payment and performance bond (“Surety Bond”) executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of “A-” or better, and otherwise satisfactory to Lessor and naming Lessor as a co-obligee in a sum equal to the entire amount to become payable under each Vendor Agreement. Each bond shall be conditioned on the completion of the work in accordance with the plans and specifications for the Equipment and upon payment of all claims of subcontractors and suppliers. Lessee shall cause the surety company to add Lessor as a co -obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to Lessor promptly upon receipt thereof by Lessee. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Vendor’s obligations in accordance with the related Vendor Agreement and, if for whatever reason such proceeds are not so applied, first to amounts due Lessor under this Agreement, and any remaining amounts shall be payable to Lessee.

In the event of a material default by any Vendor under any Vendor Agreement in connection with the acquisition, construction, maintenan ce and/or servicing of the Equipment or in the event of a material breach of warranty with respect to any material workmanship or performance guaranty with respect to the Equipment, Lessee will promptly proceed to exhaust its remedies against the Vendor in default. Lessee shall advise Lessor of the steps it intends to take in connection with any such default. Any amounts received by Lessee in respect of damages, refunds, adjustments or otherwise in connection with the foregoing shall be paid to Lessor and applied against Lessee’s obligations hereunder.

Section 7.05. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order or shall fail to maintain any insurance required by Section 7.02 hereof, Lessor may, but shall be under no obligation to, maintain and repair the Equipment or obtain and maintain any such insurance coverages, as the case may be, and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at a rate equal to the Contract Rate (or the Taxable Rate if

20 then in effect) plus five percent (5%) per annu m or the maximum amount permitted by law, whichever is less.

ARTICLE VIII
Section 8.01. Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or i s damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improveme nt of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to prepay the obligations hereunder in accordance with Section 10.01(a)(ii) hereof.

If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as goo d as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation and shall have an expected remaining useful life at least through the Scheduled Term. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, Liens, security interests and encumbrances, excepting only those Liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that a ny Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment Date after the occurrence of a casualty event, or be required to exercise its option to prepay the obligations hereunder with respect to the damaged Equipment in accordance with Section 10.01(a)(ii) hereof.

For purposes of this Article VIII, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the collection thereof.

Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Casualty Value plus all other amounts

21 then owing hereunder, and, upon such payment, the Lease Term shall terminate and Lessor’s security interest in the Equipment shall terminate as provided in Section 6.01 hereof. The amount of the Net Proceeds remaining, if any, after completing such repair , restoration, modification or improvement or after paying such Casualty Value plus all other amounts then owing hereunder shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section 8.02, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV. Lessee is obligated only to pay the amounts described in clauses (a) and (b) of the first sentence of this paragraph from legally available funds.

ARTICLE IX
Section 9.01. Disclaimer of Warranties . Lessor makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of any of the Equipment, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee’s acquisition of the Equipment shall be on an “as is” basis. In no event shall Lessor be liable for any incidental, indirect, special o r consequential damage in connection with or arising out of this Agreement, the Equipment or the existence, furnishing, functioning or Lessee’s use of any item, product or service provided for in this Agreement.

Section 9.02. Vendor Agreements; Warranties . Lessee covenants that it shall not in any material respect amend, modify, rescind or alter any Vendor Agreement without the prior written consent of Lessor. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee shall not be in default under this Agreement and so long as no Event of Non-appropriation has occurred, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lesso r may have against a Vendor. Lessee’s sole remedy for the breach of such warranty, indemnification or representation shall be against the applicable Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights and obligations of Lessor under this Agreement, including the right to receive full and timely Rental Payments and other payments hereunder.

Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties relating to any of the Equipment.

ARTICLE X
Section 10.01. Prepayment; Payment in Full or in Part.
(a) Prepayment. Lessee shall have the option to prepay or satisfy some or all of its obligations hereunder, at the following times and upon the following terms:
(i) Optional Prepayment in Whole. From and after the date specified (if any) in the Payment Schedule (the “Prepayment Option Commencement Date”), on the Rental Payment Dates specified in the Payment Schedule, upon not less than forty-five (45) days