Fairfield City Council
July 21, 2026

RES. NO. 2026-165

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 is authorized to enter into a contract with Teichert Construction for the Project for a not-to-exceed amount of $8,485,506.

Section 3. The public works director is hereby authorized to execute and administer change orders for an amount not to exceed 10% ($848,550.61) of the above contract amount.

Section 4. The city manager is authorized to enter into an escrow agreement for security deposits in lieu of retention for said contract, if necessary.

Sectio 5. The City Council hereby approves a budget amendment of $1,797,056.60 to increase appropriations to the Water Capital Fund (462; CPW090069) in FY 2026-27. Funding for this amendment results in a decrease of FEMA Grant funds of $2,508,470.63, an increase in FHWA Grant funds of $3,702,490.95, a decrease in CalOES Grant funds of $407,367.66, an increase in City of Benicia funding of $738,311.08, an increase of Water Capital Funding (Fund 462) of $349,730.78, and a decrease in Gas Tax Funds (Fund 163) of $77,367.92.

Section 5. The city manager or designee is hereby authorized to do all things necessary to implement the above-mentioned contract and escrow agreement.

PASSED AND ADOPTED this 21st day of July 2026, by the following vote:

AYES: MEMBERS: VACCCARO/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

MAYOR
ATTEST:

CITY CLERK

City of Fairfield
Public Works Department

Lopes Road and Water Pipeline Reconstruction Project

NAME OF PROJECT
June 25, 2026, 2:00 p.m.

DATE OF BID

NO. BIDDER AMOUNT
1 Teichert Construction Roseville $9,129,511.50
2 Ghilotti Construction Santa Rosa $9,424,516.00
3 Gordon N. Ball, Inc Walnut Creek $9,624,480.00
4 Team Ghilotti, Inc Petaluma $10,571,161.32
5 A&B Construction Oakland $11,503,428.60
6 Steve P. Rados, Inc Santa Ana $11,517,635.00
7 Mitchell Engineering Foster City $11,835,214.00

Engineer’s Estimate $8,700,000
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.8

AGENDA REPORT
DATE: July 21, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-166 PW Execution of a Public Utility Easement Assessor’s Parcel Number 0034-150-310

Authorizing the City Manager to Execute a Public Utility Easement to the City of Fairfield Within Assessor’s Parcel Number (APN) 0034 -150-310 for the 2030 No rth Texas Recreation Center Project (Robbieburr Berger Park)

Funding Source: N/A

Contact: Ryan Panganiban, (707) 428-7746

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield owns fee title in the parcel known as Assessor’s Parcel Number (APN) 0034- 150-310. The construction of new telecommunication facilities on the City -owned property is required to provide fiber infrastructure for the Linear Park Node 4A – 2030 North Texas Recreation Project. The recommended action authorizes approval of the easement necessary to allow legal access to utility providers over City property.

DISCUSSION
On December 17, 2024, the City Council adopted Resolution No. 2024 -291, awarding a contract for the Linear Park Node 4A – 2030 North Texas Recreation Center, which is referred to as Robbieburr Berger Park (Project). The Project includes the development of a recreation center and park on City -owned property, including the parcel identified as APN 0034 -150-310 (Property). The existing overhead aerial wirin g will be relocated underground, and the utility poles will be decommissioned and removed. The Project team identified the optimal orientation for the underground conduit installation and fiber deployment. Acquisition of an easement along with the new alignment is necessary to facilitate utility company access for fiber installation and service provision. Utility conduits are proposed to be installed within a 10 -foot-wide easement

strip across the Property as shown on the easement deed in Exhibit B. The easement deed reserves the right of the City to use and improve the easement area and allow telecommunication and electrical utility companies to install and maintain their facilities.

Adopting the attached resolution will authorize the city manager to execute the easement deed to accomplish this grant of a utility easement. Staff support approval and recordation of the utility access easement.

FINANCIAL IMPACT
There is no financial impact to execute the utility easement. Costs to underground the overhead communication writing were budgeted in the Project (CPW050035).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
If the council has any questions, staff can delay this process to provide the necessary background information.

COORDINATED WITH
N/A

STAFF CONTACT
Kayla Gacosta, Assistant Engineer
(707) 428-7746
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Exhibit A – Grant Deed of Easement
Attachment 4: Exhibit B – Legal Description – 10’ Wide Public Utility Easement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-166

AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC UTILITY EASEMENT TO THE CITY OF FAIRFIELD WITHIN ASSESSOR’S PARCEL NUMBER (APN) 0034-150-310 FOR THE 2030 NORTH

TEXAS RECREATION CENTER PROJECT (ROBBIEBURR BERGER PARK)

WHEREAS, the City of Fairfield is the fee title owner of a parcel known as Assessor’s Parcel Number (APN) 0034-150-310 (Property); and

WHEREAS, on December 17, 2024, the City Council awarded a contract for the Linear Park Node 4A-2030 North Texas Recreation Center (Project); and

WHEREAS, communication facilities must be installed across the Property to supply fiber as part of the Project; and

WHEREAS, the City of Fairfield wishes to convey an easement over the Property for the purpose of installing and maintaining access to these communication facilities.

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

Section 1. The council f inds and determines that the recitals contained herein are true and correct.

Section 2. The council hereby approves the easement deed, in the form attached hereto as Exhibit A , and authorizes the city manager to execute the easement deed and cause it to be recorded.

Section 3. The city manager or designee is authorized to do all things necessary to implement the execution of the easement.

RES. NO. 2026-166

PASSED AND ADOPTED this 21st day of July 2026, by the following vote:

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

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR
ATTEST:

____________________________

CITY CLERK

RECORDING REQUESTED BY
City of Fairfield

AND WHEN RECORDED MAIL TO

City of Fairfield
1000 Webster Street
Fairfield CA 94533

EXEMPT FROM RECORDING FEES PURSUANT TO GOVERNMENT
CODE SECTION 27383 AND DOCUMENTARY TRANSFER TAX
PURSUANT TO REVENUE AND TAXATION CODE SECTION 11922.

APNS 0034-150-310
SPACE ABOVE THIS LINE FOR RECORDER’S USE

GRANT DEED OF EASEMENT
The undersigned grantor(s) declare(s):

Documentary transfer tax is $ -0- City Transfer Tax: $_-0-_ ( ) Unincorporated Area ( x ) City of Fairfield
( ) computed on full value of property conveyed, or
( ) computed on full value less value of liens and encumbrances remaining at time of sale.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF FAIRFIELD, a California municipal corporation (“Grantor”), hereby GRANT(S) to CITY OF FAIRFIELD, a California municipal corporation (“Grantee”), a Public Utility Easement located within the land situated in the State of California, County of Solano, City of Fairfield, described in Exhibit ‘A’ and shown in Exhibit ‘B’ attached hereto and made a part hereof.

IN WITNESS WHEREOF, Grantor has executed this Grant Deed of Easement as of the date set forth below.

Dated:

CITY OF FAIRFIELD, a municipal corporation

By: David Gassaway

Its: City Manager

MAIL TAX STATEMENTS TO PARTY SHOWN ON FOLLOWING LINE; IF NO PARTY SHOWN, MAIL AS DIRECTED ABOVE

MAIL TAX STATEMENTS TO PARTY SHOWN ON FOLLOWING LINE; IF NO PARTY SHOWN, MAIL AS DIRECTED ABOVE

ACKNOWLEDGMENT

State of California
County of )

On before me,
(insert name and title of the officer)

personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _____________________________

(seal)

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document

CERTIFICATE OF ACCEPTANCE
(California Government Code Section 27281)

This is to certify that the interest in real property conveyed by the attache d Grant Deed of Easement from, the CITY OF FAIRFIELD, a California municipal corporation to the CITY OF FAIRFIELD, a California municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of Fairfield pursuant to the authority conferred by the City of Fairfield Resolution No. 2026-___, and the City of Fairfield consents to recordation thereof by its duly authorized officer.

Dated:

By:

David Gassaway
City Manager
City of Fairfield

EXHIBIT A

LEGAL DESCRIPTION
10' WIDE PUBLIC UTILITY EASEMENT

Being an easement 10 feet in width for public utilities and all purposes incidental thereto, situate in the City of Fairfield, County of Solano, State of California, over that certain parcel granted to the City of Fairfield by deed filed for record March 18, 2019 as Document 201900015006, said parcel being further identified as Parcel 1 as shown on that certain map entitled "Parcel Map, Lot 2, Parcel Map of Sousa Prop." filed for record October 7, 1971 in Book 5 of Parcel Maps at Page 60, each filed in the office of the Solano County Recorder, the centerline of said easement being more particularly described as follows:

Beginning at a point on the south line of said Parcel 1, from which point the most southerly corner of said parcel bears South 61°04'24" West, 21.42 feet; thence North 13°39'12" East, 44.21 feet to the beginning of a curve concave westerly having a radius of 668.57 feet; thence northerly along the arc of said curve 238.19 feet through a central angle of 20°24'46" to the beginning of a non-tangent curve concave westerly having a radius of 196.60 feet; from which point the radius bears South 79°29'24" West; thence northerly along the arc of said curve 77.07 feet through a central angle of 22°27'36"; thence North 21°08'50" West, 34.72 feet to a point on the west line of said Parcel 1, said point being the terminus of this description.

The sidelines of this easement are to be shortened or extended as necessary so as to terminate at the herein above described boundaries of said Parcel 1.

Bearings used in this description are based upon Book 5 of Parcel Maps, Page 60, Solano County Records.

See Plat attached hereto, and by reference made a part hereof.

R=668.57L=238.19Δ=20°24'46"
N21°08'50''W34.72'R=196.60L=77.07Δ=22°27'36"
N13°39'12"E44.21'CITY OF FAIRFIELD LINEAR PARK
CITY OF FAIRFIELDInstrument 2019-00015006Parcel 1 per 5 P.M. 60APN: 034-150-310Centerline of 10' widePublic Utility Easement5'5' Point ofBeginningTie:S61°04'24''W21.42'APN: 034-150-060 APN: 034-150-050
APN: 034-150-040APN: 034-150-390APN: 034-150-290APN: 034-150-350APN: 034-150-340APN: 034-150-330 APN: 034-150-070
S79°29'24"W (R)Rad. = 196.60'
Point ofTerminus
Proj. No.DateDrawnScaleSheet No.of1735 Enterprise Dr, Suite 109Fairfield, CA 94533PH (707) 425-6234 FAX (707) 425-1969MOUNTAIN PACIFICSURVEYSEXHIBIT BPUBLIC UTILITY EASEMENTAPN: 034-150-310 CITY OF FAIRFIELDCITY OF FAIRFIELD - SOLANO COUNTY - CALIFORNIA1" = 50'CH518072.2116/4/26 1" = 50'

PLAT TO ACCOMPANY LEGAL DESCRIPTION

Agenda Item No: K.9

AGENDA REPORT
DATE: July 21, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-167 HR Approving Contract with Mosaic Public Partners LLC

Authorizing the City Manager to Enter into a Contract with Mosaic Public Partners LLC for Executive Level Recruitments as Needed

Funding Source: $150,000; General Fund

Contact: Farbod Pirouzmand, (707) 428-7397

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City’s Human Resources Department (HR) has successfully utilized the expertise of Mosaic Public Partners LLC (MPP) to provide recruitment services for difficult to fill, highly specialized and executive level classifications. The current contract expired on June 30, 2026, and HR desires to enter into a new agreement.

DISCUSSION
The City is currently seeking recruitment services for highly specialized and executive -level positions that are challenging to fill. Mosaic Public Partners LLC was previously identified as the firm most well-suited for successful placement, given their established framework that serves as the foundation for recruitment efforts. They collaborate to customize their work plan to address the specific needs of each department. Throughout the recruitment process, Mosaic aims to deliver to the City a diverse pool of qual ified candidates and to maintain clear and effective communication.

FINANCIAL IMPACT
The total cost for entering into a contract through June 30, 2031, is $150,000. The funding source will vary as it will be charged to the department utilizing the services.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to approve the new contract, in which case HR will need to identify an alternative consultant or manage the recruitment process internally.

COORDINATED WITH
N/A

STAFF CONTACT
Farbod Pirouzmand, Assistant City Manager/Director of Human Resources (707) 428-7397
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-167

AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH MOSAIC PUBLIC

PARTNERS LLC FOR EXECUTIVE LEVEL RECRUITMENTS

WHEREAS, the City has previously utilized professional recruitment services for difficult to fill, highly specialized and executive level classifications; and

WHEREAS, City staff recommend Mosaic Public Partners LLC, which specializes in providing these services to government agencies; and

WHEREAS, contracting with Mosaic Public Partners LLC will ensure continuity of services; and

WHEREAS, the City and Mosaic Public Partners wish to enter into a five-year contract.

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

Section 1. The City Council hereby approves the agreement between the City and Mosaic Public Partners LLC for five-years, June 30, 2026, through June 30, 2031, in an amount not to exceed $150,000.

Section 2. The city manager is authorized to execute all necessary agreements with Alliant Insurance Services to serve as the City’s broker for employee health and welfare programs and take other actions as necessary and proper to implement this resolution.

PASSED AND ADOPTED this 21st day of July 2026, by the following vote:

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

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

1 Revised 1/09/2025

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Fairfield, California, as of ________________, 2026, by and between the City of Fairfield, a municipal corporation (the “CITY") and Mosaic Public Partners LLC ("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 at
www.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 through June 30, 2031. 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. Venu e for any such action relating to this Agreement shall be in the Solano County Superior Court. 10) Where applicable, vehicles
with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of Docusign Envelope ID: FF056BFA-2A7C-80C7-806D-97586E2FD30F

2 Revised 1/09/2025
air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets

11) ENTIRE AGREEMENT. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT.

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. 12) 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. 13) 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: Angela Broaddus
E-mail: [email protected]
Address: 1000 Webster Street, 4th Floor
Fairfield, California 94533

Telephone: (707) 428-7396
Notices must be given to CONSULTANT at the following:

CONSULTANT Contact: Greg Nelson
E-mail: [email protected]
Address: 200 Gateway Drive Unit 1908
Lincoln, California 95648

Telephone: (916) 550-4100

EXECUTED as of the day first above-stated.

City of Fairfield, a municipal corporation

By:__________________________________

CONSULTANT

By:___________________________________
Docusign Envelope ID: FF056BFA-2A7C-80C7-806D-97586E2FD30F Greg Nelson

3 Revised 1/09/2025
EXHIBIT “A”

SCOPE OF SERVICE

Mosaic Public Partners approaches every executive search as a partnership with our client. In this light, we use a proven framework as the foundation for the project and collaboratively tailor the work plan to meet the unique needs and wishes of our clients. In every search, we aim to provide our client with three deliverables, 1) a diverse selection of qualified candidates, 2) a thoughtful, inclusive, and well- communicated search process, and 3) sound advice and consultation.

Mosaic Public Partners offers three service options – each designed to provide flexibility and ensure we can meet the City’s specific needs and budget. Each option outlines a different level of support and engagement, allowing the City to select the approach that best aligns with its priorities. Refer to the service comparison chart located at the end for a side-by-side comparison highlighting the scope of each service.

FULL EXECUTIVE SEARCH
Our firm uses a flat feel approach toward pricing our executive search services. The flat fee includes both professional services and consulting expenses. These expenses include graphic design, a single round of advertising, consultant travel, administrative support, printing, postage, technology, and education verification and background check on the selected candidate. Candidate travel expenses shall be the responsibility of the City of Fairfield.

ASSISTED OUTREACH PLUS
Mosaic Public Partners offers a flat fee to provide Assisted Outreach Plus search services as outlined in this proposal. The flat fee includes both professional services and consultant expenses related to the aforementioned work plan. These expenses include graphic design, a single round of advertising, administrative support, and technology.

A candidate guarantee is not provided with this partial scope of work.

ASSISTED OUTREACH
Mosaic Public Partners offers a flat fee to provide Assisted Outreach search services as outlined in this proposal. The flat fee includes both professional services and consultant expensed related to the aforementioned work plan. These expenses include graphic design, a single round of advertising, administrative support, two rounds of targeted outreach via e-mail, and technology.

A candidate guarantee is not provided with this partial scope of work.

Docusign Envelope ID: FF056BFA-2A7C-80C7-806D-97586E2FD30F

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 below but not to exceed $150,000.

FEES BY POSITION TYPE:

City Council Appointed Positions* Flat Fee
City Manager $35,000
City Attorney $35,000
Other Council Appointed Positions $35,000

City Manager Appointed Positions Flat Fee
Assistant City Manager $28,000
Deputy City Manager $28,000
Police Chief/Fire Chief $32,000
Assistant Police Chief/Fire Chief $27,000
Department Director $27,000
Assistant Department Director $26,500
Manager/Professional/Technical $26,500

*Council appointed positions require more touchpoints throughout the recruitment, and therefore, require more time per search

2) Payment shall be made to CONSULTANT in four installments:

1. Upon Execution of the Professional Services Agreement: 30% of Flat Fee

2. After Presentation of Candidates: 30% of Flat Fee

3. After Initial Interviews: 30% of Flat Fee

4. After Accepted Offer of Employment 10% of Flat Fee

Flat fee to provide an Assisted Outreach Plus is $18,000 per position.

Invoicing will be in two installments:

1. Upon Execution of the Professional Services Agreement $9,000

2. Upon Presentation of Candidates/Project Conclusion $9,000

Flat fee to provide Assisted Outreach is $9,500 per position.

Invoicing will be in two installments:

1. Upon Execution of the Professional Services Agreement $4,750

2. Upon Presentation of Candidates/Project Conclusion $4,750

Docusign Envelope ID: FF056BFA-2A7C-80C7-806D-97586E2FD30F

5 Revised 1/09/2025

CONSULTANT shall submit monthly invoices to the Human Resources Department for the same to:

[email protected] with a cc to: [email protected] 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 Human Resources Department.

Docusign Envelope ID: FF056BFA-2A7C-80C7-806D-97586E2FD30F

6 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 t o 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 CONS ULTANT 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 Docusign Envelope ID: FF056BFA-2A7C-80C7-806D-97586E2FD30F

7 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 dete rmining 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 pe rformance 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.

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8 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 CI TY 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.

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9 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 INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form wit h 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 minimum limits 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 COVERAGES
If checked below, the following insurance is also required.

Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.

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 PROVISIONS
a) 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 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

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10 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 o wned, 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.

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Agenda Item No: K.10

AGENDA REPORT
DATE: July 21, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026 -168 CD Fairfield-Suisun Unified School District Joint Use Lease Agreement

Approving and Authorizing the Execution of the Joint Use Lease Agreement Between the City of Fairfield and the Fairfield-Suisun Unified School District for the Property Located on Gulf Road (Assessor Parcel Number 170-010-510)

Funding Source: $500,000; Quimby Funds (Funds 274)

Contact: Dave Zellers, (707) 428-7436

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City of Fairfield is interested in leasing a 2 -acre parcel located on Gulf Drive (Property) currently owned by the Fairfield -Suisun Unified School District ( FSUSD). FSUSD has agreed to lease the Property to the City via the terms of the Proposed Joint Use Lease Agreement (Agreement).

DISCUSSION
As part of an existing development agreement for the Villages at Fairfield (VAF), there is a 5-acre park to be built by the developer in Village 1 at the southwest corner of Gulf Drive and Portland Drive. FSUSD owns a 2-acre parcel that sits between the park and a yet to be built neighborhood (known as Parkside) that will include 76 single family homes . The inclusion of the 2-acre District property into the already required park will pr ovide additional open space for residents . The developer held a public meeting for residents in December 2025 to hear from the public what amenities they would like to see in t he park. Completing this lease agreement will provide the certainty needed to complete the park design and start construction as soon as possible.

FSUSD agreed to lease the Property to the City for a term of 99 years . The City will pay FSUSD a one-time payment of $500,000 for the full term of the lease. The payment will be used using Quimby Funds; these funds are derived from the developer as part of meeting their park and open space obligations.

Both parties wish to enter into the proposed Agreement.

FINANCIAL IMPACT
The City will pay a one -time fee of $500,000 to cover the rent for the 99 -year term. The funds will be paid for using Quimby Funds (Fund 274).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose to modify the proposed Agreement.

COORDINATED WITH
City Attorney’s Office

STAFF CONTACT
Jennifer Rice, Economic Development Specialist
(707) 428-7727
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Exhibit A – Proposed Joint Use Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-168

APPROVING AND AUTHORIZING THE EXECUTION OF THE JOINT USE LEASE AGREEMENT

BETWEEN THE CITY OF FAIRFIELD AND THE FAIRFIELD-SUISUN UNIFIED SCHOOL DISTRICT FOR THE PROPERTY LOCATED ON GULF ROAD (ASSESSOR PARCEL NUMBER 170-010-510)

WHEREAS, the Fairfield-Suisun Unified School District ( FSUSD) is the owner of the 2-acre parcel located on Gulf Road and known as Assessor Parcel Number 0170-010-510 (Property); and

WHEREAS, the City of Fairfield wishes to lease the Property from FSUSD to expand a future park development; and

WHEREAS, FSUSD wishes to lease the Property to the City; and

WHEREAS, the City and FSUSD wish to enter into the Proposed Joint Use Lease Agreement to lease the Property for $500,000 for a term of 99 years.

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

Section 1. The Joint Use Lease Agreement by and between the City of Fairfield and the Fairfield- Suisun Unified School District substantially in the form attached, is hereby approved, subject to any clerical or clarifying changes consistent with the attached report and approved by the city attorney.

Section 2. The city manager , or designee, is hereby authorized to execute the Joint Use Lease Agreement and take all steps to implement.

PASSED AND ADOPTED this 21st day of July 2026, by the following vote:

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

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

Joint Use Lease Agreement Page 1 of 24 Fairfield-Suisun Unified School District - City of Fairfield

JOINT USE LEASE AGREEMENT

BY AND BETWEEN FAIRFIELD-SUISUN UNIFIED SCHOOL DISTRICT

AND THE CITY OF FAIRFIELD

This JOINT USE LEASE AGREEMENT (“Agreement” or “Lease”) is made this ______ day of July 2026 (“Effective Date”) , by and between FAIRFIELD-SUISUN UNIFIED SCHOOL DISTRICT (“Lessor” or “District”), a public school district duly organized and existing under the laws of the S tate of California, and the CITY OF FAIRFIELD (“Lessee” or “City”), a municipal corporation duly organized and existing under the laws of the S tate of California. The District and Lessee may be referred to herein individually as a “Party,” and collectively as the “Parties”.

RECITALS

WHEREAS, the District is committed to family -school-community partnerships, whereby District schools and other community organizations engage with students, families, and the local community in meaningful ways; and

WHEREAS, the District owns multiple properties, including school sites, classroom buildings, recreational play fields, hardscapes, and other facilities; and

WHEREAS, pursuant to the California Code of Education (“Education Code”) section 17527(a), the District is authorized to “enter into agreements to make vacant classrooms or other space in operating school buildings available for rent or lease to other school districts, educational agencies, except private educational institutions which maintain kindergarten or grades 1 to 12, inclusive, governmental units, nonprofit organizations, community agencies, professional agencies, commercial and noncommercial firms, corporations, partnerships, businesses, and individuals, including during normal school hours if the school is in session”; and

WHEREAS, pursuant to Education Code section 17534(b) the term of any agreement entered into by the District pursuant to Education Code section 17527(a) may exceed five years so long as capital outlay improvements are made by a public entity on the school property for park and recreation purposes; and

WHEREAS, Education Code sections 10900 et seq. (“Community Recreation Act”), also authorize both the District and the City t o promote and preserve the health and general welfare of the people of the State and to organize, promote, and conduct programs and recreational objectives which contribute to the physical, mental, or moral development of the individual or group participating therein; and
WHEREAS, District and Lessee have maintained a long -term cooperative working arrangement for several years, with the goal of working collaboratively to benefit the District and community at large; and

WHEREAS, Lessee is a municipal corporation duly organized and existing under the laws of the S tate of California and as such is charged with protecting and promoting the health, safety, and general welfare of the public within its jurisdiction; and

WHEREAS, Lessee desires to lease the real property owned by the District generally located off Gulf Drive, Fairfield, California with an Assessor’s Parcel Number of 0170-010-510 consisting of approximately two (2) acres , as more particularly described and depicted in EXHIBIT A attached hereto and incorporated herein by this reference (the “Premises”); and

WHEREAS, District desires to lease the Premises to Lessee for park and recreational purposes and Lessee in conjunction with Lessee’s adjacent parcel that is being developed as a public park intends to make improvements and upgrades to the Premises for use as a public park (“Permitted Use”), and

WHEREAS, the Parties now desire to execute this Agreement for Lessee’s lease of the Premises; and

WHEREAS, the District consents to lease to Lessee the Premises identified in EXHIBIT A, attached hereto and incorporated herein, to operate the Permitted Use; and

WHEREAS, in accordance with Education Code section 17529, through the approval of this Agreement, the District has determined that Lessee’s use of the Premises will not: (1) interfere with educational programs or activities of any school or class conducted on District school sites, (2) unduly disrupt the residents in the surrounding neighborhood, or (3) jeopardize the safety of the children on District property.

Joint Use Lease Agreement Page 2 of 24 Fairfield-Suisun Unified School District - City of Fairfield

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. PREMISES. The District hereby leases to Lessee exclusive use of the Premises generally located off Gulf Drive, Fairfield, California with an Assessor’s Parcel Number of 0170-010-510 consisting of approximately two (2) acres as described and depicted in EXHIBIT A attached hereto and incorporated herein by reference.

2. TITLE TO PREMISES. Nothing in this Agreement shall in any way alter the District’s fee title ownership interest in the Premises. Nothing herein shall be construed as creating any ownership interest, easement, or any other possessory or non-possessory interest in the Premises except a defined-term leasehold.

3. TERM.

3.1. Term. The term of this Agreement shall be ninety-nine (99) years commencing on the Effective Date of this Agreement (“Term”), unless sooner terminated pursuant to any provision herein.

3.2. Notice of Transfer . If, at any time from and after the date of this Lease through the expiration of the Term, District intends to sell its interest in the Premises , then prior to proceeding with any such transaction, District shall first notify Lessee of the potential opportunity pursuant to Education Code section 17464 so that Lessee shall have an opportunity to make a timely offer to acquire the same.

3.3. No Renewal Rights. This Lease does not grant Lessee any option or right to renew or extend the Term beyond the Terms set forth herein unless expressly approved by the District’s Board of Education.

4. RENT, TAXES, AND ASSESSMENTS.

4.1. Rent. Lessee shall pay to District a one -time lump sum in the amount of Five Hundred Thousand Dollars ($500,000) within seven (7) business days following the execution of this Agreement.

4.2. Taxes and Assessments. If a ny possessory interest tax, other personal or real property tax, or assessment whatsoever is assessed against the District as a result of this Agreement, Lessee agrees to and shall pay all such foregoing taxes and assessments and charges not less than twenty (20) days prior to the date of delinquency thereof and shall give written notice of such payment to the District within five (5) days after such payment is made.

5. AGENTS. For purposes of this Agreement, the term “Agents” shall include, without limitation, Lessee’s officers, directors, employees, volunteers, representatives, subcontractors, consultants, independent contractors, attorneys, advisors, and any other persons or entities acting on Lessee’s behalf. The term shall further include any local, regional, state, or federal public agencies, departments, or instrumentalities, and their respective employees and representatives, to the extent they are acting at the request of, on behalf of, or in coordination with Lessee in connection with the Permitted Use.

6. IMPROVEMENTS. The Parties further agree that the P ermitted Use will result in the Lessee or its Agents causing alterations, additions, or improvements to the Premises (“Improvements”).

6.1. CONSTRUCTION OF IMPROVEMENTS. Lessee agrees that, to the extent any Improvements to the Premises are required or desired to operate and maintain the Permitted Use at any time during the Lease Term in connection with Lessee’s Permitted Use, all costs, expenses, and liabilities arising from such work and the Improvements shall be borne exclusively by Lessee. Any such work shall:

6.1.1. Be performed in a good and workmanlike manner, in compliance with all applicable laws, regulations, codes, and requirements of governmental authorities;

6.1.2. Be insured by Lessee, at Lessee’s expense, under policies acceptable to the District , covering liability and property damage arising from such work; and

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6.1.3. Be completed at Lessee’s sole risk, cost, and expense.

6.1.4. Lessee shall obtain at its own expense all necessary environmental , governmental, and any necessary approvals from any local , state or federal authority including any site, grading, zoning, design review and other required permits or approvals, if applicable, and shall provide District with evidence of approval by all applicable governmental agencies prior to commencing work. Lessee shall comply with all laws in making Lessee Improvements, including but not limited to the Education, Government and Labor Codes.

6.1.5. Lessee shall indemnify, defend, and hold harmless District, its agents, employees, and affiliates from and against any and all claims, losses, damages, fines, penalties, costs, or expenses arising from or related to such Improvements , including claims for personal injury, property damage, or violations of law.

6.1.6. Upon expiration or termination of the Lease, the District may, in its sole discretion, require Lessee to remove any or all Improvements and restore the Premises to their original condition, reasonable wear and tear excepted, at Lessee’s sole cost and expense. District shall have no obligation to construct, fund, contribute to, or otherwise participate in any such Improvements , alterations, upgrades, or modifications to the Premises.

6.1.7. Skills and Licenses. Lessee and its Agents shall have the necessary skills, experience, and license(s) to construct the Improvements, or will retain persons who are so licensed.

6.1.8. Insurance. Lessee and its Agents shall maintain adequate insurance as set forth herein below for the Premises. Lessee and its Agents shall designate the District, its representatives, consultants, trustees, officers, officials, employees, agents, and volunteers (“Additional Insureds”) as additional insureds under such insurance policies.

6.1.9. Funding. Lessee shall be solely responsible for securing funds for the planning, design and construction of the Improvements. T he District shall not be responsible or liable for any costs associated with the construction of the Improvements, including costs resulting from a material change to the construction work or design required by the District that is outside of the scope of the Improvements unless the District consents in writing to being responsible for such material change.

6.2. USE OF IMPROVEMENTS . Lessee shall retain control over the use of the Premises. Lessee shall not allow the Premises to be used for any unlawful purpose or for any purpose that is inimical to public morals and welfare or morally objectionable as unsuitable for a public educat ional facility. Lessee agrees to immediately respond to concerns expressed by District or the public relating to the use of the Premises.

7. ENTITLEMENTS. The Lessee shall be solely obligated and responsible for obtaining any entitlements including, but not limited to permits and approvals from, or any other jurisdictional agency for the use of the Premises . The District makes no representation or warranty regarding the use of the Premises.

8. LIENS. The Lessee shall endeavor to ensure that no lien of mechanics or materialmen or others is placed against the Premises with respect to work or services claimed to have been performed or materials claimed to have been furnished to Lessee. If such a lien occurs, Lessee covenants and agrees to cause any lien or notice of lien to be released and removed of record. Notwithstanding anything to the contrary set forth in this Agreement, in the event that such lien is not released and removed within ninety (90) days of the date notice of such lien is delivered by District to Lessee , District, at its sole option, may immediately take all action necessary to release and remove such lien, without any duty to investigate the validity thereof, and all sums, costs, and expenses, including reasonable attorneys’ fees and costs, incurred by District in connection with such lien shall be deemed immediately due and payable to District by Lessee.

9. USE OF PREMISES.

9.1. District Responsibilities. Lessee acknowledges and agrees that the District shall have no responsibility or liability of

Joint Use Lease Agreement Page 4 of 24 Fairfield-Suisun Unified School District - City of Fairfield any kind—financial, legal, operational, or maintenance -related—for the Premises, Improvements, appurtenances, or any installations, systems, or equipment, whether above ground or below ground, used in connection with the Permitted Use, and that Lessee shall bear full responsibility for their operation, upkeep, and legal compliance. Lessee shall defend, indemnify, and hold harmless the District from any claims, damages, or liabilities arising from the acts or omissions of Lessee or its Agents, including those related to the use, condition, or functionality of the Premises, Improvements, or Permitted Use-related facilities.

9.2. Permitted Use

9.2.1. Lessee is authorized to use the Premises for the Permitted Use in accordance with all applicable federal, state, and local laws and regulations relating to the Premises and to Lessee’s use.

9.2.2. Lessee is authorized to grant licenses, permits or other rights of temporary use to third parties provided that any approved third-party use shall be temporary, consistent with the Permitted Use, comply with all applicable laws, not constitute a nuisance, and not impair the value, condition, or operation of the Premises. Lessee shall enter into an agreement with third parties that requires them to name the District, its Governing Board, officers, employees, and agents as additional insureds, and defend, indemnify, and hold harmless the District, its Governing Board, officers, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses arising out of or related to the third party's use of the Premises.

9.2.3. Lessee shall not use the Premises for any purpose other than that specified in this Agreement without prior written consent from the District.

9.3. Prohibited Uses.

9.3.1. Lessee and its Agents shall not use, nor permit the use of, the Premises for any purpose that violates any applicable federal, state, or local law, ordinance, or regulation. This includes, without limitation, any unlawful, hazardous, or criminal activity. Any use of the Premis es in violation of this provision shall constitute a material breach of this Agreement and may result in immediate termination of this Lease , in addition to any other remedies available at law or in equity.

9.3.2. Increased Insurance. Lessee and its Agents shall not permit anything to be done in or about the Premises which will increase the existing rate of insurance upon the Premises or cause the cancellation of any insurance policy covering the Premises.

9.4. Agents.

9.4.1. Delegation and Use of Agents. Lessee may, from time to time, enter into agreements with third parties, including, but not limited to Agents, to perform any portion of Lessee’s improvements, alterations, construction, maintenance, obligations, services, or other work required or conte mplated under this Lease. No such delegation, assignment of duties, or engagement of Agents shall relieve, release, or diminish Lessee’s obligations or liabilities under this Lease, and Lessee shall remain fully responsible for the proper performance of all such work in accordance with the terms of this Lease and applicable law.

9.4.2. Acts Deemed Acts of Lessee. Any act, omission, negligence, or willful misconduct of Lessee’s Agents in connection with the performance of work, services, or operations related to this Lease shall be deemed to be the act, omission, negligence, or willful misconduct of Lessee to the same extent as if performed directly by Lessee.

9.4.3. Full Responsibility for Performance . Lessee shall remain fully responsible for the direction, supervision, and performance of all work conducted by its Agents and for ensuring that all such work complies with the terms of this Lease and all applicable federal, state, and local laws, regulations, and permits.

9.4.4. Indemnification and Hold Harmless . To the fullest extent permitted by law, Lessee shall defend, indemnify, and hold harmless District , and its officers, directors, employees, and representatives, from and against any and all claims, demands, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the acts or omissions of Lessee or its Agents in connection with the performance of this Lease, except to the extent caused by the gross

Joint Use Lease Agreement Page 5 of 24 Fairfield-Suisun Unified School District - City of Fairfield negligence or willful misconduct of Lessor.

9.4.5. No Third-Party Beneficiaries. No agreement between Lessee and any Agent shall create any contractual relationship between such Agent and Lessor, nor shall any Agent be deemed a third- party beneficiary of this Lease.

9.4.6. Lessee shall ensure that all its Agents adhere to and perform the applicable required duties, obligations, and standards as set forth herein. This includes, without limitation, maintenance and safety requirements, and compliance with all applicable laws, regulations, and codes.

9.4.7. Lssee shall maintain oversight of its Agents to ensure their compliance with the terms and conditions herein. Failure by a n Agent to meet the required standards or fulfill the obligations herein shall be understood to be a failure by Lessee, and Lessee shall take immediate corrective action.

9.4.8. Lessee shall maintain open lines of communication with the District regarding its Agents’ activities on the Premises.

9.4.9. Lessee shall regularly assess the performance of its Agents against the agreed -upon standards and promptly address any deficiencies. Lessee shall take corrective actions to ensure the appropriate administration and operation of the Permitted Use as detailed throughout this Agreement.

9.5. Equipment.

9.5.1. Lessee shall, at its sole cost and expense, furnish all equipment, materials, and other property necessary to conduct the Permitted Use. The District shall have no obligation to provide, maintain, or replace any equipment, materials, or property, and shall not be liable for any loss, damage, or injury arising from Lessee’s use, maintenance, or operation of such equipment or property. Lessee shall ensur e that all such equipment and property is safe, properly maintained, and compliant with all applicable laws and regulations, and Lessee shall indemnify, defend, and hold harmless the District from any claims, damages, or liabilities resulting from the use or condition of Lessee’s equipment or property.

9.6. Site Security.

9.6.1. Lessee shall take all necessary precautions to secure the Premises and prevent unauthorized access by the public, including but not limited to installing barriers, signage, and safety measures as required. Lessee shall be solely responsible for any injuries, damages, or liabilities arising from its work or failure to secure the Premises and shall indemnify, defend, and hold harmless the District from all such claims. The District shall have the right to inspect the Premises at any time and require immediate remediation of any unsafe or unsecured conditions. Notwithstanding the foregoing, Lessee shall not be required to install fencing or other permanent physical barriers. If Lessee elects not to do so, such decision shall be at its sole risk, and Lessee shall remain fully responsible for securing the Premises . Lessee’s indemnity obligations shall expressly apply to any claims, damages, or liabilities arising from the absence of such barriers, and Lessee waives any claims against the District related thereto.

9.7. Parking Facilities. For parking facilities that will be located on the Premises (in addition to street parking located nearby), Lessee must comply with the following:

9.7.1. Lessee shall not abandon any operative or inoperative vehicles or equipment on any portion of the Premises or the street parking surrounding the Premises.

9.7.2. The District shall not be liable for any personal injury suffered by Lessee or Lessee’s visitors, invitees, and guests, or for any damage to or destruction or loss of any of Lessee’s or its visitors’, invitees’, or guests’ personal property located or stored on the Premises or in street parking surrounding the Premises.

9.7.3. Lessee shall be responsible for ensuring a ll vehicles associated with its use of the Premises are safely parked without blocking fire lanes or other vehicles.

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9.8. Utilities. Lessee shall furnish or cause to be furnished to the Premises all necessary utilities, which include electrical, natural gas, sewer, waste disposal/recycling, water services, and pest control (collectively “Utilities”).

9.8.1. Electric Utilities. Lessee shall be solely responsible for all electrical utility costs for the Premises. Lessee shall pay its suppliers directly.

9.8.2. Telephone and Technology Services. Lessee shall be permitted to furnish to the Premises telephone and technology communication services/systems, provided Lessee shall be solely responsible for all costs, fees, charges, maintenance, repairs, taxes, liabilities, and obligations arising from or relating to such services and systems and shall contract directly with its service providers. The District shall have no responsibility or liability for the availability, quality, maintenance, operation, security, interruption, or failure of any such services or systems.

The District reserves the right to require the relocation, modification, removal, or discontinuance of any communication or technology service, system, equipment, wiring, or cabling that interferes with District operations, creates a safety concern, or otherwise adver sely affects the Premises or District property.

9.9. Signage. For the purpose of this Agreement, “Signage” and “Signs” shall refer to any visual display, structure, or device intended to convey information, messages, or advertisements to the public, whether affixed, permanent, semi-permanent, or temporary in nature. This includes but is not limited to banners, posters, placards, billboards, electronic displays, and any other similar means of communication.

9.9.1. Lessee may place temporary signs on the Premises to share information related to the Permitted Use (“Temporary Signs”). These Temporary Signs shall be subject to prior written approval by the District and shall be limited in size, duration, and location as determined by the District.

9.9.1.1. Any signs shall be at Lessee’s sole cost and expense.

9.9.1.2. District written approval and consent shall be granted in the District’s sole discretion but shall not be unreasonably withheld. If District does not respond to Lessee’s request for written approval within fifteen (15) business days, the Temporary Signs shall be deemed approved.

9.9.1.3. The Parties agree to cooperate in obtaining any governmental permits necessary in connection with the placement of Lessee’s signage.

9.9.1.4. Signs shall comply with all applicable governmental authorities having jurisdiction, including, without limitation, local ordinances, and state laws.

9.9.1.5. Throughout the Term of this Agreement, Lessee shall, at its sole cost and expense, maintain the signage and all appurtenances in good condition and repair.

9.9.2. At the termination of this Agreement, Lessee shall remove all signs it has placed on the Premises and shall repair any damage caused by the installation or removal of its signs.

9.10. Rules and Regulations.

9.10.1. All use of the Premises shall align with applicable State of California and local governmental Orders regarding public health including, without limitation , play , activities, physical distancing measures, maximum occupancy, face covering, reporting, and contact tracing requirements and protocols. Violations of these requirements may result in termination of this Agreement pursuant to the terms herein.

10. CONDITION OF PREMISES. The Premises are offered to Lessee for use on an “AS IS” basis.

10.1. The District shall not be required to make or construct any alterations including structural changes, additions, or improvements to the Premises. By execution of this Agreement , Lessee hereby accepts the Premises in “AS IS” condition. It is Lessee’s responsibility to make such improvements as it deems necessary to make the Premises

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10.2. Lessee acknowledges that the District has not made any representations or warranties as to the suitability of the Premises for Lessee’s intended use. Any agreements, warranties, or representations not expressly contained in this Agreement shall in no way bind the Parties, and the Parties expressly waive all claims for damages by reason of any statement, representation, warranty, promise or agreement, if any, not contained in this Agreement.

10.3. Unsafe Conditions. Lessee shall not cause or permit any Hazardous Materials (defined below) or Dangerous Condition (defined below) on the Premises. Lessee shall promptly provide notice to the District , pursuant to the “Compliance with All Laws” section of this Agreement, if Lessee becomes aware of any Hazardous Materials on the Premises. Lessee shall promptly provide notice to the District, pursuant to the “Accident/ Incident Reporting” section of this Agreement, if Lessee becomes aware of any Dangerous Condition on the Premises.

10.3.1. Dangerous Condition. A “Dangerous Condition”, as defined in Government Code s ection 830(a), is “a condition of property that creates a substantial (as distinguished from a minor, trivial or insignificant) risk of injury when such property or adjacent property is used with due care in a manner in which it is reasonably foreseeable that it will be used.”

11. MAINTENANCE AND REPAIRS.

11.1. Lessee shall maintain the Premises in good condition at all times.

11.2. Except as set forth in this Agreement, Lessee shall, at its sole cost and expense, maintain the physical Premises, the Improvements, and all appurtenances, as well as all installations, systems, and equipment used in connection with the Permitted Use (e.g., facility upkeep and maintenance), in a manner consistent with the District’s usual standards for similar facilities.

11.3. The District shall have no cleaning, maintenance or repair obligations including but not limited to any obligations relating to trash removal, waste disposal, sanitation, pest control, landscaping or janitorial services with respect to the Premises, Improvements and all appurtenances whether structural or non-structural, as well as all installations, systems, components and equipment used in connection with the Permitted Use. Lessee hereby expressly waives the provisions of S ections 1932, 1941 and 1942 of the Civil Code of California and all rights to construct or make repairs at the expense of District as provided in Section 1942 of the Civil Code of California.

11.4. Equipment. Lessee shall be responsible for maintaining and repairing/replacing any equipment necessary to operate the Permitted Use.

11.5. Groundskeeping. The Lessee shall provide all groundskeeping/landscaping services and maintenance to the Premises.

12. SAFETY OF PROPERTY. The District makes no warranties or representations as to the safety or security of the Premises.

12.1. Lessee acknowledges, understands, and agrees that the District is neither responsible for nor has the obligation to supply, provide, establish, maintain, or operate Safety Measures (defined below) for the Premises.

12.2. The District shall not be liable for, and is hereby released from all responsibility for any damage, loss, or injury to either persons or property resulting or arising out of any criminal activity (including, but not limited to, any damage, loss, or injury resulting from intrusions, petty theft, vandalism, or other similar acts), that may occur on or near the Premises, regardless of whether the District was able to, actually did, or failed to provide notice to Lessee of a safety incident or situation occurring on the Premises which led to the damage, loss, or injury and in accordance with the other terms and conditions of this Agreement.

12.3. Safety Measures. Lessee shall be responsible, at its sole cost, for supplying, providing, establishing, maintaining, and operating its own safety measures, protocols, personnel, or systems to encourage and ensure the security of Lessee, its agents, officers, employees, licensees and invitees, and the Premises (“Safety Measures”); provided, however, that Lessee must notify the District prior to employing the Safety Measures.

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13. ACCIDENT/INCIDENT REPORTING . Lessee shall submit written accident/incident reports to the District as soon as practicable, but not more than twenty-four (24) hours, after the occurrence of or Lessee’s receipt of information or notice regarding any accident or incident that occurs on the Premises including related claims, arrest, or criminal charges associated with Lessee’s use of the Premises or Lessee’s staff working on the Premises. Submission of written accident/incident reports shall be made pursuant to the Section entitled “Notice” herein. Accident/injury reports shall also be verbally reported to the District Director of Facilities Department and to the District Chief Business Official.

13.1. The Parties have exchanged point of contact information outside of this Agreement.

14. TERMINATION. This Agreement may be terminated for cause as specified below.

14.1. Termination for Cause. Either Party may terminate this Agreement for cause by written notification sixty (60) days prior to the effective date of the termination.

14.1.1. Cause shall include, without limitation:

14.1.1.1. Material violation of this Agreement by either Party;

14.1.1.2. Any act by a Party exposing the other Party to liability to others for personal injury or property damage; or

14.1.1.3. Either Party is adjudged bankrupt, makes a general assignment for the benefit of creditors, or a receiver is appointed due to the Party’s insolvency.

14.1.2. Prior to providing a Notice of Termination for Cause, and within thirty (30) days after a Party determines there is a basis for Termination for Cause, the non-terminating Party shall be notified in writing, and a Meet and Confer Conference shall be promptly held.

14.1.3. Following the Meet and Confer Conference, the defaulting Party shall be allowed a 30 -day period to “cure” the default.

14.1.3.1. If the default is not cured within the thirty ( 30)-day period or, where the default cannot reasonably be cured in thirty ( 30) days, a cure is not commenced within the 30 -day period, the District may immediately terminate this Agreement.

14.1.3.2. If the District elects to terminate th is Agreement for cause, Lessee’s rights in the Premises shall terminate sixty (60) days from receipt of the Notice of Termination for Cause.

14.2. Termination under this section shall not release the Lessee from the payment of any sum or payment for use of the Premises then due, or from any claim for damages previously accrued or then accruing against Lessee.

14.3. The foregoing provisions are in addition to, and not a limitation of, any other rights or remedies available to the Parties.

15. SURRENDER OF PREMISES.

15.1. Surrender. On the last day of the Term, or upon sooner termination of this Agreement, Lessee shall surrender to the District the Premises and any then-existing improvements in clean, good condition and repair, ordinary wear and tear excepted, free and clear of all liens, claims, and encumbrances. All trash shall be removed. The Premises shall be surrendered in a condition similar to that existing as of the Effective Date, excepting normal ordinary wear and tear. Lessee shall remove from the Premises all personal property. All property not so removed shall be deemed abandoned.

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15.2. Failure to Surrender.

15.2.1. It is expressly agreed and understood by both the District and Lessee that Lessee’s failure to surrender possession of the Premises at the expiration of the Term or earlier termination of this Agreement shall result in substantial damages to the District and such damages are impossible or impracticable to measure.

15.2.2. In the event Lessee does not surrender possession of the Premises to District as set forth herein, Lessee shall be deemed a holdover tenant on a month -to-month basis and shall pay the District Rent equal to two hundred percent (200%) of the Rent , prorated on a monthly basis, in effect immediately prior to the expiration or termination of the Lease, payable monthly in advance on the first day of each month.

Acceptance of such rent by District shall not constitute a waiver of any rights under this Lease, including the right to recover possession of the Premises.

15.2.3. In no event shall any provision contained in this Agreement be deemed to permit Lessee to retain possession of the Premises after the expiration of the Agreement Term or earlier termination of this Agreement. No holdover shall be construed as a renewal of the Term of this Agreement but shall constitute a month-to-month tenancy which may be terminated by the District with only thirty (30) days prior written notice required and shall otherwise be on the same terms and conditions herein set forth.

16. NOTICE. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served, and received if given in writing, and personally delivered by overnight delivery service, addressed as follows:

DISTRICT:

Fairfield-Suisun Unified School District
2490 Hilborn Road
Fairfield, CA 94534
ATTN: Paul Speed
Executive Director, Facilities & Operations
Telephone: 707-399-5148
E-mail: [email protected]

COPY TO:

Orbach Huff & Henderson LLP
1901 Avenue of the Stars, Suite 575
Los Ángeles, CA 90067
Attn: Sarine A. Abrahamian, Esq.

E-mail: [email protected]
Telephone: (310) 788-9200
LESSEE:

City of Fairfield
1000 Webster Street
Fairfield, CA 94533
City Manager’s Office:

E-mail: [email protected]
Telephone: 707-428-7400

COPY TO:

Richards Watson Gershon
One Sansome Street, Suite 2050
San Francisco, CA 94104
Attn: David Lim
E-mail: [email protected]
Telephone: 415-421-8484

Any notice personally given shall be effective upon receipt. N otice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Notice sent by USPS shall be effective within three (3) business days following delivery thereof to USPS. Notices, certificates, and other communications shall also be provided by electronic mail to the e-mail addresses identified above.

17. INDEMNIFICATION.

17.1. To the fullest extent permitted by California law, Lessee shall indemnify, defend (by counsel reasonably approved in writing by the District) , protect , and hold harmless the District and its board members, representatives, officers, officials, consultants, employees, trustees, volunteers, agents, and invitees (“Indemnified Parties”) against any and all loss, liability, claims, suits, damage, expense, and action of any kind, nature, and description including, without limitation, attorneys’ fees and costs; direct, indirect and consequential losses; liability, damage, and expense for injuries and death to persons and damage to property (collectively “Claims”), arising

Joint Use Lease Agreement Page 10 of 24 Fairfield-Suisun Unified School District - City of Fairfield out of or in connection with the use, conduct, operation, condition, occupancy of the Premises, and all areas appurtenant thereto, and activities of Lessee and its employees, representatives, students, officers, consultants, board members, trustees, members, agents, invitees, guests and volunteers related to this Agreement, regardless of who was responsible for such injuries or death, excepting instances of gross negligence or Willful Misconduct (defined below) by the Indemnified Parties. Lessee shall defend the Indemnified Parties at Lessee’s sole expense. Lessee shall keep the Premises clear of all liens, encumbrances, and clouds on the District’s title to the Premises.

17.2. Willful Misconduct. “Willful Misconduct” is any intentional action so unreasonable or dangerous that the actor knows or should know it is highly probable to result in harm.

17.3. Survival of Indemnities. This section shall survive the expiration or termination of this Agreement.

18. INSURANCE. Lessee shall maintain, for the Term of this Agreement, at its sole cost, its policy or policies of general liability and property insurance as set forth in EXHIBIT B, attached hereto and incorporated herein. All policies, endorsements, and certificates shall be subject to approval by the District as to form and content. Lessee agrees to provide the District with a copy of said policies, certificates, and endorsements upon execution of this Agreement.

18.1. City Self-Insurance Program. The District acknowledges that the Lessee maintains a program of self -insurance that satisfies the insurance requirements herein and is not required to obtain additional policies, so long as its self-insurance program remains in place and that it includes coverage for Sexual Abuse and Molestation.

18.2. Lessee shall ensure that any of its Agents comply with the insurance requirements set forth in EXHIBIT B.

19. COMPLIANCE WITH ALL LAWS. Lessee shall, at its sole expense, comply with all requirements of all governmental authorities in force either now or in the future, affecting the Premises, and shall faithfully observe in its use of the Premises all laws, regulations, and ordinances of these authorities, in force either now or in the future including, without limitation, all applicable federal, state, and local laws, regulations, and ordinances pertaining to air and water quality, hazardous material, waste disposal, air emission, and other environmental matters (including the California Environmental Quality Act (“CEQA”) and its imp lementing regulations) and the District Board Policies and Regulations relating to same (“Environmental Laws”).

19.1. Violation. The judgment of a court of competent jurisdiction, or Lessee’s admission in any action or a proceeding of such, whether the District is a party to it or not, that Lessee has violated any law, regulation, or ordinance in its use of the Premises shall be considered conclusive evidence of that fact as between the Parties. If Lessee fails to comply with any law, regulation or ordinance the District reserves the right to take necessary remedial measures at Lessee’s expense, which Lessee agrees to reimburse District on demand.

19.2. Hazardous Materials . The term “ Hazardous Materials ” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government. Lessee shall not cause or permit any Hazardous Material to be generated, brought onto, used, stored, or disposed of in or about the Premises and any improvements by Lessee or its agents, employees, contractors, consultants, subtenants, or invitees, except for limited quantities of standard office, classroom, and janitorial supplies (which shall be used and stored in strict compliance with Environmental Laws). Lessee shall comply with all Environmental Laws. The term "Hazardous Materials" includes, without limitation, petroleum products, asbestos, PCB's, and any material or substance which is (i ) defined as hazardous or extremely hazardous pursuant to Title 22 of the California Code of Regulations, Division 4.5, Chapter 11, Article 4, section 66261.30 et seq., (ii) defined as a "hazardous waste" pursuant to section (14) of the federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. (42 U.S.C. 6903), or (iii) defined as a "hazardous substance" pursuant to section 10 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et. seq. (42 U.S.C. 9601). The term "Hazardous Materials Law" shall mean any statute, law, ordinance, or regulation of all government body or agency (including the U.S. Environmental Protection Agency, the California Regional Water Quality Control Board, and the California Department of Health Services) which regulates the use, storage, release, or disposal of Hazardous Materials.

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19.3. Notice of Hazardous Substances. Lessee shall notify the District in writing within twenty-four (24) hours if Lessee has or acquires notice or knowledge that any Hazardous Material has been or is threatened to be, released, discharged, disposed of, transported, or stored on, in, under, or from the Premises in violation of Environmental Laws. Lessee shall promptly provide the District with copies of all written assessments, complaints, claims, citations, demands, fines, inquiries, reports, violations, or notices relating to the conditions of the Premises or compliance with Environmental Laws. Lessee shall promptly supply the District with copies of all notices, reports, correspondence, and submissions made by Lessee to the United States Environmental Protection Agency, the United States Occupational Safety and Health Administration, and any other local, state, or federal authority that requires submission of any information concerning environmental matters or Hazardous Materials pursuant to Hazardous Materials Law or Environmental Laws. Lessee shall notify the District within twenty-four (24) hours of any liens threatened or attached against the Premises pursuant to any Environmental Laws.

19.4. Indemnification. Lessee shall indemnify, defend (by counsel reasonably approved in writing by the District), protect, release, save, and hold the District harmless from and against all Claims arising from any breach of Lessee’s covenants under this section.

20. COMPLIANCE WITH LABOR CODE. To the extent applicable, Lessee's construction of Lessee’s Improvements shall comply with all applicable provisions of the California Labor Code, including, without limitation, the payment of prevailing wage rates for public works projects. Any inquiries regarding coverage and compliance with statutory requirements for the payment of prevailing wages for the project shall be directed to the Department of Industrial Relations.

20.1. The cost of any change or alteration performed by or at the direction of Lessee shall be timely paid, subject to the terms and provisions of this Agreement. Lessee shall cause to be discharged any mechanics’ or materialmen's liens filed against the Premises by reason of the actions of Lessee.

20.2. Lessee shall indemnify and hold harmless the District from and against any and all damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, which are actually incurred by District from claims by adjoining property owners, their tenants or guests to the extent caused by Lessee's construction of the Improvements in, on, to or of the Premises.

21. PUBLIC COMPLAINTS. Lessee shall be solely responsible for responding to and addressing any and all complaints from any person relating to the Premises or Lessee’s Permitted Use thereof, to the extent arising from or related to Lessee’s activities. Lessee shall promptly investigate and resolve such complaints in a timely and lawful manner.

The District shall
have no responsibility or liability whatsoever for any such complaints, and Lessee shall defend, indemnify, and hold harmless the District and Indemnified Parties from and against any and all claims, damages, liabilities, losses, costs, and expenses arising out of or relating to such complaints or Lessee’s handling thereof.

22. NONDISCRIMINATION. The Parties affirm they are Equal Opportunity Employers and shall comply with all applicable federal, state, and local laws and regulations as appropriate. Neither Party shall discriminate on the basis of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis prohibited by law in the operation of any of their programs or employment practices.

23. INDEPENDENT CONTRACTOR STATUS . This Agreement is by and between independent entities and is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association.

24. ENTIRE AGREEMENT OF PARTIES. This Agreement and all e xhibits attached hereto set forth the entire agreement between the Parties and supersede all prior discussions, negotiations, and agreements, whether oral or written.

25. SURRENDER OF AGREEMENT NOT MERGER. The voluntary or other surrender of this Agreement by a Party, or a mutual cancellation thereof, shall not constitute a merger and shall, at the option of the other Party, terminate all or any existing subleases, subtenancies, rights of third parties acting through such Party and this Agreement to use the Premises.

26. ASSIGNMENT AND TRANSFER . Lessee shall not have the right, voluntarily or involuntarily, to license, transfer, or encumber this Agreement. Any purported transfer shall be void and shall, at the District’s election, constitute a default.

No consent to transfer shall constitute a waiver of the provisions of this Agreement.

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27. MEMORANDUM OF LEASE. The Memorandum of Lease in the form attached hereto as Exhibit C shall be executed by the Parties and recorded in the Official Records. Upon termination of this Agreement, the City shall, within seven (7) business days, execute and cause to be recorded in the Official Records a termination memorandum or other document acknowledging the termination of this Agreement, in a form approved by the District and acceptable to a nationally recognized title insurance company.

28. NO THIRD-PARTY BENEFICIARIES. Unless otherwise expressly provided, this Agreement shall not create any third-party beneficiary rights for any person or entity.

29. JOINT AND SEVERABLE LIABILITY. In the event that Lessee is more than one person or entity, all such persons and entities shall be jointly and severally liable for Lessee’s obligations hereunder.

30. DISPUTE RESOLUTION. If a dispute arises that is related, in any way, to this Agreement, the Parties agree to attempt first to resolve the dispute through Meet and Confer Conference negotiations. If negotiations are unsuccessful, the Parties agree to nonbinding dispute resolution prior to initiating legal action.

31. ATTORNEYS’ FEES. In the event either Party institutes legal action to enforce its rights under this Agreement, in whatever forum, public or private, each Party shall be solely responsible for its costs and attorneys’ fees. No court shall have authority or jurisdiction to rule or order contrary to this section.

32. CALIFORNIA LAW. This Agreement shall be governed by, and the rights, duties , and obligations of the Parties shall be determined and enforced in accordance with, the laws of the State of California. All actions or proceedings brought to enforce the terms and conditions of this Agreement shall be maintained in Solano County, California.

33. WAIVER. The waiver by either Party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of such term, covenant, condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained.

34. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective heirs, legal representatives, successors, and assigns.

35. AMENDMENT AND MODIFICATION. This Agreement and all exhibits attached hereto , as well as any subsequent amendments and modifications, may be amended or modified in writing, signed by the Parties. No amendments, changes, or modifications to the Agreement or exhibits shall be valid or binding unless approved or ratified by the District’s Board of Education and City Council.

36. COUNTERPARTS. This Agreement and all exhibits attached hereto, as well as any subsequent amendments and modifications, may be executed in counterparts. All counterparts together shall be construed as one document.

37. CAPTIONS. The captions contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation thereof nor serve as evidence of the interpretation thereof, or of the intention of the Parties hereto.

38. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but in the event any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any res pect under the applicable law, such provision shall be severed, and all remaining provisions shall remain valid, legal, and enforceable.

39. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals and all exhibits attached hereto are incorporated herein by reference.

40. DRAFTING PARTY. This Agreement is created as a joint effort of both Parties and shall not be interpreted against either Party as the drafter of the Agreement.

41. AUTHORITY. The person(s) executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and all acts necessary to confer such authority have been duly, properly, and legally taken, such that by executing this Agreement, the Parties are formally bound to the provisions of

Joint Use Lease Agreement Page 13 of 24 Fairfield-Suisun Unified School District - City of Fairfield this Agreement.

42. GOVERNING BOARD APPROVAL. This Agreement and all exhibits attached hereto, as well as any subsequent amendments and modifications, shall not be valid or binding until approved by the District Board of Education and City Council.

43. ELECTRONIC SIGNATURE. Each Party agrees that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. As used herein, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with this Agreement and executed and adopted by a Party with the intent to sign such Agreement, including facsimile or email electronic signatures.

44. FORCE MAJEURE. In addition to specific provisions of this Agreement, performance by a Party shall not be deemed to be in default, and all performance or other dates specified in this Agreement shall be extended, where the Party seeking the extension has acted diligently and delays or defaults are due to events beyond the reasonable control of the Party including, without limitation, war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, limitation of supplies, epidemics, quarantine restrictions, freight embargoes, lack of transportation, litigation, unusually severe weather, acts or omissions of another party, or any other causes beyond the control of or without the fault of the Party claiming an extension of time to perform. Any governmental statute, order, regulation, rule, or equivalent preventing the use of any Premises as a result of COVID-19 shall not be considered an event beyond the reasonable control of a Party. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other party within ten (10) days of the commencement of the cause.

ACCEPTED AND AGREED on the date indicated below:

Dated: , 2026

FAIRFIELD-SUISUN UNIFIED SCHOOL DISTRICT

By:

Print Name:

Print Title:

Dated: , 2026

CITY OF FAIRFIELD

By:

Print Name:

Print Title:

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EXHIBIT A

DESCRIPTION OF PREMISES

The land described herein is situated in the State of California, County of Solano, City of Fairfield, described as follows:

Being a portion of Lot B, as shown on that certain Subdivision Map entitled "Large Lot Final Map of Villages at Fairfield Village I", filed on May 3, 2017 in Book 91 of Subdivision Maps at Page 53, Official Records of Solano County and more particularly described as follows:

Beginning at the Northeast corner of said Lot B;

Thence, along the common line between Lot Band Lot C as shown on said Map South 06° 20' 49" East, a distance of 650. 78 feet to the center line of Cement Hill Road and the Southwest corner of said Lot C as shown on said Map;

Thence, along last said line South 61° 03' 52" West, a distance of 132.05 feet;

Thence, North 06° 20' 49" West, a distance of 779.34 feet;

Thence, South 63° 47' 33" East, a distance of 144.65 feet to the Point of Beginning.

APN: 0170-010-510

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EXHIBIT B

INSURANCE

1. Required Insurance. City of Fairfield (“Lessee”) (and all of its subcontractors, if any) shall, at its sole cost and expense, procure and maintain for the duration of this Agreement , insurance against claims for injuries to persons or damages to property arising from or in connec tion with performance of this Agreement or use of the Premises by Lessee, Lessee’s agents, representatives, officers, employees, or subcontractors (of all tiers). Lessee shall maintain the following insurance coverage:

1.1. Commercial General Liability Insurance. Coverage must be equivalent in scope or at least as broad as Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, and must include coverage for property damage, bodily injury, personal & adver tising injury, products and completed opera tions, liability assumed under an insured Contract (including tort of another assumed in a business contract), and independent contractor’s liability with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to work performed under this Contract (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The District, its B oard of Education, officials, employees, agents, and volunteers must be named as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Lessee. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). The polic y shall contain a severability of interests/cross liability clause or language stating that Lessee’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.

1.2. Commercial Automobile Liability Insurance. Coverage must be equivalent in scope or at least as broad as ISO Form Number CA 00 01 covering any auto (Code 1) that includes all vehicles that are owned, non- owned, and hired and personal injury protection, with limit no less than $1,000,000 per accident for bodily injury and property damage. The policy must provide Contractual Liability coverage equivalent to that provided in the 1990 and later edi tions of ISO form CA 00 01.

1.3. Workers' Compensation/ Employer’s Liability Insurance. Coverage must be at least as broad as that which is required by the State of California, with Statutory Limits. Lessee must maintain Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

1.4. Sexual Abuse and Molestation Insurance. Lessee must provide Coverage for sexual abuse and molestation which covers bodily injury, emotional distress or mental anguish related to any claim, cause of action or liability associated with child molestation or sexual abuse, with limits no less than $1,000,000 per wrongful act and $2,000,000 aggregate. This coverage may be provided as an endorsement to the Commercial General Liability policy or under a separate policy and must be written on an “occurrence” and not on a claim made or claims made and reported basis.

Coverage must not be subject to any exclusion, restriction, or sub-limit. District, its board of trustees, employees, agents, and volunteers must be named as additional insureds with respect to sexual abuse and molestation claims.

The coverage must contain a severability of interests/cross liability clause or language stating that Lessee ’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.

1.5. Pollution and Environmental Liability Insurance. Lessee shall maintain Pollution and Environmental Liability Insurance covering liability for bodily injury, property damage, cleanup costs, and defense arising from sudden, accidental, and gradual pollution conditions resulting from the Lessee’s operatio ns or the operations of its subcontractors, sub- consultants or independent contractors. Such insurance shall include coverage for the discharge, dispersal, release, or escape of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, gases, waste m aterials, or other irritants, contaminants, or pollutants, including mold and asbestos. Coverage shall also include on-site and off-site cleanup costs, transportation of pollutants, non-owned disposal site liability, and completed operations coverage for a period of not less than three (3) years following final completion of the Project. The policy shall have limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, or such higher limits as may be reasonably required by the District based on the scope of the Improvements, work or project.

Joint Use Lease Agreement Page 17 of 24 Fairfield-Suisun Unified School District - City of Fairfield

1.6. Other Insurance Requirements.

1.6.1. Umbrella/Excess Liability Policy. An Umbrella Liability policy (or Excess Liability on a Following Form Basis) may be used to provide additional Commercial General Liability, Automobile Liability, and Employers’ Liability limits to meet District’s minimum coverage requirements provided the minimum general aggregate is no less than $10,000,000 and all requirements set forth herein are fully satisfied with respect to such policy.

1.6.2. Broader Coverage/Higher Limits Applies. In the event that Lessee maintains broader coverage and/or higher limits than the minimums required herein, the District requires and shall be entitled to the broader coverage and/or higher limits maintained by Lessee.

1.6.3. Lessee’s Insurance shall be Primary. For any claims related to this Agreement, Lessee’s insurance coverage shall be primary insurance coverage, at least as broad as ISO CG 20 01 04 13, as respects the District, its Board of Education, officials, employees, volunteers, and agents. Any insurance or self-insurance maintained by the District, its Board of Education , officials, employees, volunteers, and agents shall be in excess of Lessee’s insurance and shall not contribute with it.

1.6.4. Notice of Cancellation. For all insurance required by this Agreement, Lessee shall provide District with no less than thirty (30) days prior written notice of cancellation or nonrenewal, or reduction in coverage.

1.6.5. Additional Insured Coverage Not Affected By Named Insured's Duti es After Accident or Loss. If any of the insurance required herein requires repor ting of accidents or other covered losses, all such policies must be endorsed to provide that any failure to comply with the repor ting provisions of the policy shall not affect coverage provided to the District, its Board of Education, officials, employees, volunteers, or agents.

1.6.6. Waiver of Subrogation. Lessee grants to District, its Board of Education, employees, volunteers, and agents a waiver of any right to subroga tion which any insurer of said contractor may acquire against the District, its Board of Education, officials, employees, volunteers, and agents by virtue of the payment of any loss under such insurance. Lessee shall obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the District, its Board of Education, officials, employees, volunteers, or agents have received a waiver of subroga tion endorsement from the insurer.

1.6.7. Self-Insured Reten tions. Any self- insurance program or self -insured reten tions must be declared to and approved separately in wri ting by the District’s Risk Manager or designee and shall protect the District, its Board of Education, officials, employees, volunteers, and agents in the same manner and to the same extent as they would have been protected had the policy or policies not contained such self-insurance or self-insured retention provisions. The District may require Lessee to purchase coverage with a lower retention or provide proof of ability to pay losses and related inves tigations, claim administra tion, and defense expenses within the retention. In addition, the policy language shall provide, or be endorsed to provide, that the self- insured retention may be sa tisfied by either the Named Insured or by the District, its Board of Education, officials, employees, volunteers, and agents.

1.6.8. Acceptability of Insurers. All insurance required herein is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable by District, and must be authorized to conduct business in the state of California or approved by the Surplus Lines Association to do business in California.

1.6.9. Verification of Coverage. Lessee shall furnish the District with original cer tificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. The endorsements are to be signed by the person authorized by that Insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by District before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Lessee’s obligation to provide them. The District reserves the right to require complete, cer tified copies of all required insurance policies, including endorsements required by these specifica tions, at any time. Failure to maintain insurance and furnish the required cer tificates may be considered a breach of this Agreement by Lessee, and District may terminate this Agreement without waiver of any remedy it may have.

Joint Use Lease Agreement Page 18 of 24 Fairfield-Suisun Unified School District - City of Fairfield

1.6.10. No Limitation on Liability. Such insurance as required herein shall not be deemed to limit Lessee’s liability relating to performance under this Agreement. The District reserves the right to require complete cer tified copies of all said policies at any ti me. The procuring of insurance shall not be construed as a limita tion on liability or as full performance of the indemnification and hold harmless provisions of this Agreement. Lessee understands and agrees that, notwithstanding any insurance, Lessee’s obligation to defend, indemnify, and hold the District, its Board of Education, officials, agents, volunteers, and employees harmless hereunder is for the full and total amount of any damage, injuries, loss, expense, costs, or liabili ties caused by or in any manner connected with or at tributed to the acts or omissions of Lessee , its officers, agents, subcontractors (of all tiers), employees, licensees, patrons, or visitors, or the operations conducted by Lessee.

1.6.11. Waivers and Modifications. Any modification or waiver of the insurance requirements herein shall be made only with the written approval of the District Risk Manager or their designee.

1.6.12. Claims-Made Policies. If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of any Services performed under this Agreement. 2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non- renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Lessee must purchase “extended reporting” coverage.

1.7. Subcontractors. Lessee shall require and verify that all approved subcontractors maintain insurance mee ting all the requirements stated herein, and Lessee shall ensure that District, its Board of Education, officials, employees, agents, and volunteers are named additional insureds on insurance required from subcontractors.

2. Changes in Insurance Requirements. On an annual basis, if, in the opinion of District, the amount of the foregoing insurance coverages is not adequate or the type of insurance or its coverage adequacy is deemed insufficient, Lessee shall amend the insurance coverage as required by District's Risk Manager or designee.

2.1. The procuring of such required policy or policies or insurance shall not be construed to limit Lessee’s liability hereunder or to fulfill the indemnification provision and requirements of this Agreement. Notwithstanding said policy or policies or insurance, Lessee shall be obligated for the full and total amount of damage, injury, or loss caused by negligence or neglect connected with this Agreement or with use or occupancy of the Premises.

2.2. During the Term, the District shall maintain at its cost a policy of standard fire and casualty insurance limited to the value of the buildings and improvements located on the Premises as of the Effective Date. In the event of loss or damage to the Premises, the buildings, or any contents, each Party, and all persons claiming under the Party, shall look first to any insurance in its favor before making any claim against the other Party, and to the extent possible without adding additional costs, each Party shall obtain for each policy of insurance provisions permi tting waiver of any claim against the other Party for loss or damage within the scope of the insurance and each Party, to the extent permitted, for itself and its insurers, waives all such insurance claims against the other Party.

2.3. No use shall be made or permitted to be made of the Premises, nor acts done, that will increase the exis ting rate of insurance upon the building or buildings of the Premises or cause the cancella tion of any insurance policy, covering same, or any part thereof, nor shall Lessee sell, or permit to be kept, used, or sold in or about the Premises any article that may be prohibited by the standard form of fire insurance policies. Lessee shall, at its sole cost and expense, comply with any and all requirements pertaining to the Premises, of any insurance Lessee or insurance company, necessary for the maintenance of reasonable fire and casualty insurance, covering the Premises ’ buildings, or appurtenances. Fire and casualty insurance premium increases to District due to equipment and/or activities of Lessee shall be charged to Lessee.

2.4. During the Term, Lessee shall comply with all provisions of law applicable to Lessee with respect to obtaining and maintaining workers' compensation insurance.

Joint Use Lease Agreement Page 19 of 24 Fairfield-Suisun Unified School District - City of Fairfield

EXHIBIT C

MEMORANDUM OF LEASE

Recording Requested by and
When Recorded Mail to:

FAIRFIELD-SUISUN UNIFIED SCHOOL DISTRICT
2490 Hilborn Road
Fairfield, CA 94534
ATTN: Paul Speed
Executive Director, Facilities & Operations
APN: 0170-010-510 (Space Above This Line For Recorder’s Office Use Only) EXEMPT FROM RECORDING FEE PER GOV. CODE §27383

MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE (“ Memorandum”) dated July _____, 2026 is made by and between FAIRFIELD -SUISUN UNIFIED SCHOOL DISTRICT, (“District”), a public school district duly organized and existing under the laws of the State of California, and the CITY OF FAIRFIELD (“Lessee” or “City”), a municipal corporation duly organized and existing under the laws of the State of California. The District and Lessee may be referred to herein individually as a “Party,” and collectively as the “Parties.”

RECITALS:

WHEREAS, District and City have entered into that certain Joint Use Lease Agreement dated Ju ly ____,2026 (“Lease”) whereby District leased the real property in the City of Fairfield, County of Solano, State of California legally described on Exhibit A attached hereto and incorporated herein by reference (“Property”); and

WHEREAS, District desires to lease the Property to the City for park and recreational purposes and City in conjunction with City’s adjacent parcel that is being developed as a public park intends to make improvements and upgrades to the Property for use as a public park.

NOW, THEREFORE, the parties agree and acknowledge the following:

1. Definitions. Defined terms used herein not specifically defined in this Memorandum shall have the meanings set forth in the Lease.

2. Term. The term of the Lease shall be ninety-nine (99) years commencing on July ___, 2026 (“Term”), unless sooner terminated pursuant to certain provisions in the Lease.

3. Discrepancy. All of the terms, conditions, provisions and covenants of the Lease are incorporated in this Memorandum by reference as though set forth herein and in the event of a discrepancy between the terms of the Lease and this Memorandum, the terms and conditions of the Lease shall govern and nothing herein shall be construed to be a modification of or amendment to any of the terms and conditions of the Lease. This Memorandum is executed solely for the purpose of giving notice of the existence of the Lease and the parties’ respective rights thereunder.

4. Incorporation by Reference. All terms, covenants, conditions, and provisions of the Lease are incorporated herein by this reference, except as expressly set forth herein.

5. No Third-Party Rights. This Memorandum is not intended to, and shall not, confer any rights or remedies upon any person or entity not a party to the Lease.

6. Governing Law. This Memorandum shall be governed by and construed in accordance with the laws of the State of California.

7. Authority. The person(s) executing this Memorandum on behalf of the Parties hereto warrant that they are duly authorized to execute this Memorandum on behalf of said Parties and all acts necessary to confer such authority have been duly, properly,

Joint Use Lease Agreement Page 20 of 24 Fairfield-Suisun Unified School District - City of Fairfield and legally taken, such that by executing this Memorandum, the Parties are formally bound to the provisions of this Memorandum.

8. Counterparts; Electronic Signatures. This Memorandum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, City and District have duly executed and delivered this Memorandum of Lease as of the day and year first above written.

Dated: , 2026

FAIRFIELD-SUISUN UNIFIED SCHOOL DISTRICT

By:

Print Name:

Print Title: ________ ___

Dated: , 2026

CITY OF FAIRFIELD

By: _________

Print Name: _______________

Print Title: ________

Joint Use Lease Agreement Page 21 of 24 Fairfield-Suisun Unified School District - City of Fairfield

EXHIBIT A

PROPERTY LEGAL DESCRIPTION

The land described herein is situated in the State of California, County of Solano, City of Fairfield, described as follows:

Being a portion of Lot B, as shown on that certain Subdivision Map entitled "Large Lot Final Map of Villages at Fairfield Village I", filed on May 3, 2017 in Book 91 of Subdivision Maps at Page 53, Official Records of Solano County and more particularly described as follows:

Beginning at the Northeast corner of said Lot B;

Thence, along the common line between Lot Band Lot C as shown on said Map South 06° 20' 49" East, a distance of 650. 78 feet to the center line of Cement Hill Road and the Southwest corner of said Lot C as shown on said Map;

Thence, along last said line South 61° 03' 52" West, a distance of 132.05 feet;

Thence, North 06° 20' 49" West, a distance of 779.34 feet;

Thence, South 63° 47' 33" East, a distance of 144.65 feet to the Point of Beginning.

APN: 0170-010-510

Joint Use Lease Agreement Page 22 of 24 Fairfield-Suisun Unified School District - City of Fairfield

Joint Use Lease Agreement Page 23 of 24 Fairfield-Suisun Unified School District - City of Fairfield

STATE OF CALIFORNIA )
) ss.

COUNTY OF ________________ )

On ___________________, 2026 before me, __________________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

Joint Use Lease Agreement Page 24 of 24 Fairfield-Suisun Unified School District - City of Fairfield

STATE OF CALIFORNIA )
) ss.

COUNTY OF ________________ )

On _________________, 2026 before me, __________________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

Agenda Item No: K.11

AGENDA REPORT
DATE: July 21, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Ordinance 2026-04 CD Amending Section 11.13.2 of the Fairfield Municipal Code

Amending Chapter 11, Section 11.13.2 (Also Known as Rancho Solano Private Roads) of the Fairfield Municipal Code to Allow the Rancho Solano Master Association to Authorize On -Street Parking Between the Hours of 2:00 AM and 5:00 AM

Funding Source: N/A

Contact: Noah Rumbaoa, (707) 428-7450

RECOMMENDED ACTION
Provide second reading and adopt Ordinance 2026-04.

STATEMENT OF ISSUE
The Community Development Department is proposing an amendment to Fairfield Municipal Code (FMC) Section 11.13.2, which prohibits on -street parking on Rancho Solano private roads between 2:00 am and 5:00 am. The proposed language would authorize the Rancho Solano Master Association (Master Association) to allow on-street parking during these hours.

DISCUSSION
On September 18, 1990, the City Council adopted Ordinance No. 90 -21, which added Article XIII (also known as Enforcement of the Vehicle Code on Private Streets) to Chapter 11 of the FMC.

This section affirms that local City traffic ordinances, along with the California Vehicle Code (CVC), continue to apply on private streets within Rancho Solano. FMC Section 11.13.2 includes a provision prohibiting on -street parking on Rancho Solano private roads between 2:00 am and 5:00 am.

Staff have drafted an amendme nt to FMC Section 11.13.2 that would allow the Rancho Solano Master Association (Master Association) to authorize on -street parking during these hours. The Master Association would be responsible for establishing a mechanism to allow on-street parking (e.g. a parking permit system) and for enforcing the on-street parking restriction.

The proposed ordinance also includes minor text corrections and a figure identifying private roads within Rancho Solano.

On June 16, 2026, the council introduced the proposed ordinance. Pursuant to California Government Code Section 36934, ordinances shall not be passed within five days of their introduction; therefore, a second reading is required. Ordinances passed at a second reading shall take effect 30 days after their final passage.

Environmental Review
Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3), the proposed amendment to the FMC is exempt from the provisions of CEQA because it can be seen with certainty that adoption of the proposed amendment will not have a significant effect on the environment.

FINANCIAL IMPACT
N/A

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
On June 16, 2026, the council held a public hearing on the proposed ordinance and received public comment. In advan ce of the public hearing, s taff provided the following notifications:

Mailed public hearing notices to all property owners within Rancho Solano and published a public hearing notice in the Daily Republic newspaper, both on May 27, 2026. As of the date of this staff report’s publication, staff has received three emails with questions relating to the proposed ordinance (Attachment 6).

The Master Association also conducted a survey among Rancho Solano homeowners, which identified support for establishing a pa rking permit system within Rancho Solano. The Master Association’s survey results are included as Attachment 5.

ALTERNATIVE ACTION
The council may also choose to do any of the following:

1. Provide direction to staff to modify the proposed ordinance. Staff would return the item to council at a future date for consideration.

2. Deny the proposed ordinance. Denial of the proposed amendments would prevent the Master Association from authorizing on-street parking between 2:00 am and 5:00 am on private streets within Rancho Solano.

COORDINATED WITH
City Attorney’s Office

STAFF CONTACT
Noah Rumbaoa, Associate Planner
(707) 428-7450
[email protected]

ATTACHMENTS
Attachment 2: Proposed Ordinance
Attachment 3: Location Map
Attachment 4: Letter from Rancho Solano Master Association Attachment 5: Rancho Solano Master Association Survey Results Attachment 6: Public Comments

CITY OF FAIRFIELD

ORDINANCE NO. 2026-04

AMENDING CHAPTER 11, SECTION 11.13.2 (ALSO KNOWN AS RANCHO SOLANO

PRIVATE ROADS) OF THE FAIRFIELD MUNICIPAL CODE TO ALLOW THE RANCHO

SOLANO MASTER ASSOCIATION TO AUTHORIZE ON-STREET PARKING BETWEEN THE HOURS OF 2:00 AM AND 5:00 AM

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

SECTION 1. Statement of Intent

A. On September 18, 1990, the City Council adopted Ordinance No. 90-21, which added Article XIII, also known as Enforcement of Vehicle Code on Private Streets, to Chapter 11 of the Fairfield Municipal Code.

B. The Community Development Department has proposed to amend the Fairfield Municipal Code to allow the Rancho Solano Master Association to authorize on-street parking on Rancho Solano private roads between the hours of 2:00 am and 5:00 am.

C. On June 16, 2026, council held a duly noticed public hearing on the proposed revisions to the Fairfield Municipal Code in accordance with the rules and regulations regarding such.

SECTION 2. Chapter 11, Article XIII, Section 11.13.2 Rancho Solano private roads is hereby modified within the Fairfield City Code to read as follows:

11.13.2 Rancho Solano private roads.

a) Definitions. The "Rancho Solano Private Roads" are all of the private roads located within the real property described in Exhibit B to the "Development Agreement for the Rancho Solano Development, dated April 12, 1985 and recorded June 12, 1985, in Book 1985, Page 50327 as Instrument 25637 of the Official Records of Solano County", and as shown in Figure 11-1: Rancho Solano Private Roads below.

ORD. NO. 2026-04

Figure 11-1: Rancho Solano Private Roads

b) The Rancho Solano is a common interest development as defined by section 1351 of the California cCivil cCode. The Rancho Solano Master Association (“Master Association”) has, pursuant to a resolution of its Board of Directors, submitted to the City a petition as required by section 21107.7 of the California vVehicle cCode.

c) Chapter 11 of the Fairfield cCity cCode shall apply to the Rancho Solano pPrivate rRoads.

d) The provisions of the California vVehicle cCode shall apply to the Rancho Solano pPrivate rRoads.

e) Signs. The city traffic engineer shall determine the appropriate placement of stop signs on the Rancho Solano pPrivate rRoads as described in Fairfield cCity cCode §

11.4 and California vVehicle cCode § 21107.5. No stop sign shall be placed or

ORD. NO. 2026-04

erected on the Rancho Solano pPrivate rRoads without the prior approval of the traffic engineer.

f) Parking. No parking shall be allowed on the Rancho Solano pPrivate rRoads between the hours of 2:00 am and 5:00 am, unless authorized by the Master Association.

SECTION 3. Pursuant to C alifornia Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3), the proposed amendment to the Fairfield Municipal Code is exempt from the provisions of CEQA because it can be seen with certainty that adoption of the proposed amendment will not have a significant effect on the environment.

SECTION 4. If any provision of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the council intends that such invalidity will not affect the validity of the remaining provisions of their application and, to this end, the provision of this Ordinance are severable.

SECTION 5. Findings. The council hereby makes the following findings:

A. That the facts set forth in the Statement of Intent of this Ordinance are true and correct.

B. That this Ordinance complies with California law s, including the California Vehicle Code (VEH).

C. That this Ordinance would not be detrimental to the public int erest, health, safety, convenience, or welfare of the City.

D. That this Ordinance is in compliance with the provisions of the California Environmental Quality Act (CEQA).

SECTION 6. This Ordinance shall be effective 30 days following its adoption by council.

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

INTRODUCED at a regular meeting of the City Council of the City of Fairfield on the 16th day of June 2026, and

ORD. NO. 2026-04

PASSED AND ADOPTED this 21st day of July 2026, by the following vote:

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

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

November 4, 2024
Officer Jeremy Profitt
City of Fairfield Police Department
1000 Webster Street
Fairfield, CA 94533
Dear Officer Profitt,
I am writing this letter on behalf of the Board of Directors of Rancho Solano Master Association after having several conversations with the Planning Division Manager, Dave Feinstein.

For the past 20+ years, the Rancho Solano Master Association has been issuing a limited number of parking permits to allow guests of homeowners and tenants within Rancho Solano to park on our private roads overnight.

Our management company and security guards have been responsible for issuing these permits within the guidelines provided by the Board. Earlier this year it came to our attention that the wording of the current City parking ordinance and our CC Rs does not provide the authority to issue permits. Following this finding and meetings with homeowners, we sent out a survey to our homeowners which indicated that 71 % of them would like us to amend our rules to allow us to establish a parking permit system.

We would like to request a revision of the City of Fairfield parking ordinance 11.13.2 which states, "No parking shall be allowed on the Rancho Solano private roads between the hours of 2:00 am and 5:00 am." We suggest the following wording be added to the ordinance, "unless authorized by the Association or a valid permit has been granted by the Association."
Our plan is to follow the City Ordinance with a mirrored amendment to our CC Rs.

Your assistance in this matter will be greatly appreciated. Please contact me directly either by phone or email if you have any questions or would like to discuss this in more detail.

Best regards,
Howard Edelman, President
Rancho Solano Master Association
Cell (415) 939-3395
Email [email protected]
Cc: David Feinstein, Planning Division Manager
C/0 The Kelly Company, 430 Cemon Street• Vacaville, CA 95688 • Tel: (707) 447-7797 • Fax: (707) 447-2863 www.ranchosolanohoa.com

RECEIVED
OCT l5 7075

CITY OT FAIRFIELD

COMMUNITY DEVELOPMENT
MAR 16 2026
ATTACHMENT 4Page 278 of 286
Rancho Solano Master Association Survey Responses
September 23, 2024
{1598.01/00755320.1}
For
Permits
Against
Permits
152 52
RV
Parking
No RVs Set #
Permits
Define
Limited
Do Risk
Assess
Only
guests of
residents
10 1 20 6 1 17
No
Permits
All the
time
Want old
system
Permit
any, no
citations
Request
use of Golf
Overflow
lot
Like the
idea of
app
and/or
paid for
permits to
control
Office
to issue
permits
No RVs
15 3 43 2 1 7 3 1
Parking in
designated
spots some
neighborhood
s
Extend
no
parkin
g hours
Enforc
e
Garage
Use
Less
Restrictive
parking (3
day
allowance)
Better
identificati
on of who
to cite
Fine
s too
steep
Window
Sticker
permit for
homeowner
s reg
vehicles
Cite
Vehicle
Owner, not
Homeowne
r
5 2 4 1 2 2 1 2

RECEIVED
OCT l5 7075

CITY OT FAIRFIELD

COMMUNITY DEVELOPMENT
MAR 16 2026
ATTACHMENT 5

ATTACHMENT 6
Public Comments
On May 27, 2026, the City mailed public hearing noces to all property owners within Rancho Solano and published a public hearing noce in the Daily Republic newspaper. Since then, City staff has received the following correspondence:

1. J. Craig Courtney and Mary L. Miller – May 28, 2026

2. Tina Werblin – May 30, 2026

3. John DiMichele – May 31, 2026

1 Rumbaoa, Noah
From: Rumbaoa, Noah
Sent: Wednesday, 3 June, 2026 09:21
To: J. Craig Courtney
Subject: RE: Rancho Solano on-Street Pkg. Ordinance Amendment OA2026-0001 Attachments: Draft Ordinance Language.pdf
Good morning,

Thank you for your email regarding the proposed Rancho Solano On-Street Parking Ordinance Amendment. The proposed amendment would con nue to prohibit on-street parking between the hours of 2:00 am and 5:00 am. As currently wri&en, the Fairfield Municipal Code does not allow on-street parking at all during these hours, even if the Master Associa on approves it. The proposed amendment would grant the Rancho Solano Master Associa on the authority to allow on-street parking during that me (e.g. through a permit).

I have a&ached a copy of the dra/ ordinance for your review. Text underlined in red are the proposed addi ons; text in red strikeout are the proposed dele ons.

Please let me know if you have any ques ons or would like to discuss further.

Best regards,

Noah Rumbaoa (he/him) | Associate Planner Community Development | City of Fairfield O | (707) 428-7450 1000 Webster Street 2nd Floor, Fairfield, CA 94533 www.fairfield.ca.gov City Hall is closed every other Friday. Click HERE to see the schedule.

Planning Division Service Update:

Fairfield BUILD is now live! The City’s new online permiEng system has launched, and TRAKiT is no longer in use. For system issues or ques ons, contact us at fairfieldbuild@fairfield.ca.gov More info: Fairfield.ca.gov/BUILD

-----Original Message-----
From: J. Craig Courtney < >
Sent: Thursday, 28 May, 2026 15:44
To: Rumbaoa, Noah <nrumbaoa@fairfield.ca.gov>
Subject: Rancho Solano on-Street Pkg. Ordinance Amendment OA2026-0001

[You don't o/en get email from . Learn why this is important at h&ps://aka.ms/LearnAboutSenderIden fica on ]

CAUTION: This email originated from outside the organiza on. Do not click links or open a&achments unless you recognize the sender and know the content is safe.

Dear Noah,

We just rec’d your mailed Public Hearing No ce & wish to voice our strongest possible desire to have the current ordinance against parking on our Rancho Solano streets btw 2-5AM, upheld.

Our family purchased (on the ) new in 1995, & have resided here since t hen, giving us an unparalleled perspec ve on this issue.

2 If you are interested in the basis of this reasoning, please contact us @ your convenience. Your public no ce did not request commentary.

J. Craig Courtney

Mary L. Miller

Sent from my iPhone

1 Rumbaoa, Noah
From: Rumbaoa, Noah
Sent: Monday, 1 June, 2026 11:23
To: 'Tina W.'
Subject: RE: Rancho Solano On-street parking ordinance amendment -OA2026-0001 - June 16 City Council meeting
Attachments: Draft Ordinance Language.pdf
Hi Tina,

Thank you for your email. Because this amendment does not amend the Fairfield Zoning Ordinance (Municipal Code Chapter 25), the amendment was not reviewed by the Planning Commission. The City Council is the decision-making body for any ordinance amendments.

The agenda will include a staff report describing the proposed amendment and compliance with CEQA. I’ve also attached the proposed text amendments for your review. Text shown in underline are additions to the Municipal Code, while text in strikeout are deletions.

Please let me know if you have any questions.

Best regards,

Noah Rumbaoa (he/him) | Associate Planner
Community Development | City of Fairfield
O | (707) 428-7450
1000 Webster Street 2 nd Floor, Fairfield, CA 94533
www.fairfield.ca.gov
City Hall is closed every other Friday. Click HERE to see the schedule.

Planning Division Service Update :

Fairfield BUILD is now live! The City’s new online permitting system has launched, and TRAKiT is no longer in use.

For system issues or questions, contact us at [email protected] More info: Fairfield.ca.gov/BUILD

From: Tina W. < >
Sent: Saturday, 30 May, 2026 09:48
To: Rumbaoa, Noah <[email protected]>
Subject: Rancho Solano On-street parking ordinance amendment -OA2026-0001 - June 16 City Council meeting

Dear Planner Rumbaoa,
Can you please tell me if this amendment went through the Planning Commission? If so, do you know the
date so I can review the agenda and the public documents? You don't often get email from [email protected] . Learn why this is important CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

2 Also, when the agenda is posted on the website, will it include a copy of your report and the CEQA report?
Thank you, and have a great day.

Tina

--

Tina Werblin

1 Rumbaoa, Noah
From: John DiMichele < >
Sent: Monday, 1 June, 2026 11:58
To: Rumbaoa, Noah
Cc: [email protected]
Subject: Re: Rancho Solano On-Street Parking Ordinance Amendment Noah,
Thanks for the quick reply. I think the HOA could do a better job communicating and explaining this type of amendment.

Thank you. John

On Monday, June 1, 2026 at 11:28:30 AM PDT, Rumbaoa, Noah <[email protected]> wrote:

Hi John,

Thank you for your email. I’d be happy to provide additional information.

The proposed ordinance amendment would not change the on-street parking hours. Under the proposed ordinance, on-street parking would continue to be prohibited between the hours of 2:00 am and 5:00 am. The proposed ordinance would allow the Rancho Solano Master Association to authorize on-street parking during those hours, such as through the issuance of permits. This is not explicitly allowed under the current Fairfield Municipal Code.

I’ve attached the draft ordinance amendment for your review. Text shown in underline are additions to the Municipal Code, while text in strikeout are deletions. A full staff report will be published on the City’s website prior to the City Council meeting on June 16.

Please let me know if you have any questions.

Best regards,

Noah Rumbaoa (he/him) | Associate Planner
Community Development | City of Fairfield
O | (707) 428-7450
1000 Webster Street 2nd Floor, Fairfield, CA 94533
www.fairfield.ca.gov
City Hall is closed every other Friday. Click HERE to see the schedule.

Planning Division Service Update:

Fairfield BUILD is now live! The City’s new online permitting system has launched, and TRAKiT is no longer in use.

For system issues or questions, contact us at [email protected] More info: Fairfield.ca.gov/BUILD

You don't often get email from . Learn why this is important CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

2 From: John DiMichele < >
Sent: Sunday, 31 May, 2026 17:54
To: Rumbaoa, Noah <[email protected]>
Cc: [email protected]
Subject: Rancho Solano On-Street Parking Ordinance Amendment

Noah,
Where do I find the detail information on the public hearing regarding the parking hours amendment? We have not received any information from the Rancho Solano HOA or the city regarding the proposed amendment.

Thank you
John DiMichele

You don't often get email from . Learn why this is important CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.