Agenda packet — Grover Beach City Council, December 11, 2023 (part 1 of 2)

AGENDA

GROVER BEACH CITY COUNCIL

GROVER BEACH CITY HALL - COUNCIL CHAMBER
154 SOUTH EIGHTH STREET

GROVER BEACH, CALIFORNIA
MONDAY, DECEMBER 11, 2023, 6:00 PM
Next Resolution No .23-36
Next Ordinance No. 23-04

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City meeting, please contact the City Clerk's Office (805-473-4567) at least 48 hours prior to the meeting to ensure that reasonable arrangements can be made to provide accessibility to the meeting.

CALL TO ORDER

FLAG SALUTE
ROLL CALL Council Members Daniel Rushing, Clint Weirick, Zach Zimmerman, Mayor Pro Tem Robert Robert, and Mayor Karen Bright

CLOSED SESSION ANNOUNCEMENTS
None

AGENDA REVIEW
At this time the City Council will review the order of business to be conducted and receive requests for, or make announcements regarding, any change(s) in the order of the day. The Council should by motion adopt the agenda as presented or as revised.

CEREMONIAL CALENDAR
None

PRESENTATIONS
None

PUBLIC COMMUNICATIONS
During this time, the Council will allow up to 15 minutes for Public Communication with additional communication, if necessary, allowed after the Regular Business Items. Any member of the public may address the Council for a period not to exceed three minutes total on any item of interest within the jurisdiction of this Council. The Council will listen to all communications; however, in compliance with the Brown Act, the Council cannot act on items not on the agenda.

Meetings can be viewed on Channel 20 and are live streamed on the City’s website via www.slospan.org. Members of the public who cannot attend the meeting in person may provide public comment during the meeting by calling (805) 321-6639 to provide public comment via phone (the phone line will open just prior to the start of the meeting at 6:00 PM) or written public comments can be submitted via email to [email protected] prior to the Council meeting. If submitting written comments in advance of the meeting, please note the agenda item.

Agenda: Grover Beach City Council Meeting Page 2
Monday, December 11, 2023

CONSENT AGENDA
The following routine items listed below are scheduled for consideration as a group. Recommendations for each item are noted in parentheses. Members of the audience may speak on any item(s) listed on the Consent Agenda. Any Council Member, the City Attorney, or the City Manager may request that an item be withdrawn from the Consent Agenda to allow for full discussion. Items withdrawn from the Consent Agenda will be heard after the rest of the Consent Agenda is approved.

1. Treasurer’s Report for the Period November 1, through November 30, 2023 – Finance Manager Zarate
(Recommended Action: Approve the Treasurer’s Report as submitted.)

VOICE VOTE

2. Treasurer’s Report for the 2022 Streets Bond Account - $10,000,000 for the Period November 1, through November 30, 2023 – Finance Manager Zarate (Recommended Action: Approve the Treasurer’s Report as submitted.)

VOICE VOTE

3. Minutes of the City Council Meeting on Monday, November 13, 2023 – City Clerk Sims (Recommended Action: Approve the minutes as submitted or revised.)

VOICE VOTE

4. 2024 City Council Assignments to Boards, Commissions and Committees (Continued from November 13, 2023 meeting) – City Clerk Sims (Recommended Action: Adopt the Resolution confirming certain Council assignments and authorize the City Clerk to update FPPC Form 806 for posting on the City’s website.)

ROLL CALL VOTE

5. Resolution Adopting the 2023 County Joinder Amendment to the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority – Interim Public Works Director/City Engineer Kahn and Senior Engineer Munoz-Morris
(Recommended Action: Adopt a Resolution adopting the 2023 County Joinder Amendment to the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority.)

ROLL CALL VOTE

6. Award of Construction Contract for Nacimiento Repair Project – CIP Manager Wiggin (Recommended Action: Award a contract for construction of Nacimiento Repair Project to S. Chaves Construction, Inc. in the amount of $106,445.45 for the Base Bid; authorize the City Manager to sign and affirm change orders up to an aggregate of $15,000; and authorize the Mayor to execute the contract on behalf of the City.)

ROLL CALL VOTE

7. Approval of Financing Documents for the Permanent Local Housing Allocation Program (PLHA) financing for People’s Self-Help Housing (PSHH) Low Income Housing project and Appropriation of Revenue – Community Development Director Martin and Associate Planner Reese
(Recommended Action: Approve the financing documents for the Permanent Local Housing Allocation Program (PHLA) financing for People’s Self-Help Housing (PSHH) Low Income Housing project located at 164 South 13th Street and 1206 West Grand Avenue and Appropriate the grant money received from the State Department of Housing and Community Development in the amount of Five Million Dollars ($5,000,000.00).

ROLL CALL VOTE
Agenda: Grover Beach City Council Meeting Page 3
Monday, December 11, 2023

PUBLIC HEARING

8. Adoption of Proposed Water and Wastewater Rate Increases – Administrative Services Director Purcell
(Recommended Action: 1) Conduct a Proposition 218 public hearing and determine the official number of written protests received on proposed water and wastewater rate increases; and 2) if the number of valid protest letters are below 50% plus one of the number of property owners or customers authorized to submit protest, adopt the Resolution amending the Master Fee Schedule for water and wastewater rates.)

ROLL CALL VOTE

REGULAR BUSINESS

9. Appointment of Mayor Pro Tem – City Attorney Hale
(Recommended Action: For the Mayor to appoint one member of the City Council to serve a one-year appointment as Mayor Pro Tem for the City of Grover Beach, effective immediately.)

PUBLIC COMMUNICATIONS
Any member of the public may address the Council for a period not to exceed three minutes total on any item of interest within the jurisdiction of this Council. The Council will listen to all communications; however, in compliance with the Brown Act, the Council cannot act on items not on the agenda.

COUNCIL COMMITTEE REPORTS
This item gives the Mayor and Council Members the opportunity to present reports to the other members regarding committees, commissions, boards, or special projects on which they may be participating.

Air Pollution Control District (APCD) Karen Bright (Alt: Robert Robert) Central Coast Blue Regional Recycled Water Authority Karen Bright (Alt: Daniel Rushing) (CCBRRWA)
South SLO County Sanitation District (SSLOCSD) Karen Bright (Alt: Clint Weirick) Integrated Waste Management Authority (IWMA) Robert Robert (Alt: Daniel Rushing) Five Cities Fire Joint Powers Authority Daniel Rushing (Alt: Clint Weirick) SLO Council of Governments / SLO Regional Transit Authority Daniel Rushing (Alt: Karen Bright) (SLOCOG / SLORTA)
South County Transit Committee Daniel Rushing (Alt: Karen Bright) Zone Three Advisory Committee Daniel Rushing (Alt: Karen Bright) Homeless Services Oversight Council (HSOC) Clint Weirick (Alt: Zach Zimmerman) SLO County Water Resources Advisory Committee (WRAC) Clint Weirick (Alt: Robert Robert) REACH Zach Zimmerman (Alt: Robert Robert)
South County Chambers of Commerce Zach Zimmerman (Alt: Daniel Rushing) Visit SLO CAL Advisory Committee Zach Zimmerman (Alt: Robert Robert) Agenda: Grover Beach City Council Meeting Page 4
Monday, December 11, 2023

COUNCIL COMMUNICATIONS
This item gives individual Council Members the opportunity to seek consensus for scheduling a specific item on a future agenda, authorizing staff time to provide background information and prepare a staff report for a future agenda, or to comment on Council business, City operations, projects or other items of community interest.

CITY MANAGER’S REPORTS AND COMMENTS

CITY ATTORNEY’S REPORTS AND COMMENTS

CLOSED SESSION
It is the intention of the City Council to meet in Closed Session concerning the following item:

ADJOURNMENT
* * * * *
Per Resolution No. 17-21, the public portion of City Council meetings will be scheduled to start at 6:00 p.m. and conclude no later than 11:00 p.m. Any open session items remaining on the agenda at 11:00 p.m. that have not been discussed or considered by the City Council will be continued to an adjourned meeting of the City Council (scheduled before the next regular meeting). However, the City Council may choose to continue the meeting past 11:00 p.m. upon a proper motion and a 4/5ths vote in favor of such an action. * * * * *
Staff reports or other written materials relating to each item of business referred to on this agenda are available from the City website www.groverbeach.org and on file in the City Clerk’s Office. A public counter copy is available for public inspection and reproduction during normal business hours at City Hall, 154 South 8th Street, Grover Beach, CA. Related materials submitted after distribution of the agenda packet are available in the City Clerk's Office during normal business hours. If you have questions regarding any agenda item, please contact the appropriate City Department. Any writings or documents regarding any item on this agenda, not exempt from public disclosure, provided to a majority of the City Council and distributed subsequent to distribution of the agenda packet will be made available for public inspection in the City Clerk’s Office during normal business hours.
* * * * *
Note: This agenda was prepared and posted pursuant to Government Code Section 54954.2. This agenda is subject to amendment up to 72 hours prior to the date and time set for the meeting. Please refer to the agenda posted at City Hall for any revisions or call the City Clerk’s Office at (805) 473-4567 for more information.
* * * * *
The agenda and staff reports are also available on the City’s website: www.groverbeach.org

CITY OF GROVER BEACH

POLICIES AND PROCEDURES FOR CONDUCT AND DECORUM AT COUNCIL MEETINGS (Pursuant to Resolution No. 07-44, adopted 04-16-07, revised 02-18-2020) The City Council and staff welcomes and encourages civic participation and debate on issues. The Council values the public’s opinion and in every Council meeting invite and encourages the public to address the Council on any matter of interest. The Council adopted these policies and procedures for appropriate conduct and decorum at Council meetings and establish guidance for public participation during Council meetings.

These policies will foster and provide greater clarity to preserve the intent of open government and maintain a positive environment for public input and City Council decision-making.

1.0 DECORUM AND ORDER – IN GENERAL

1.1 The presiding officer is responsible for the maintenance of order and decorum at all times.

1.2 The presiding officer shall determine all points of order subject to the right of any Council member to appeal to the City Council by majority vote. If any appeal is taken, the question shall be “Shall the decision of the presiding officer be sustained” in which event a majority vote of the Council shall govern and conclusively determine such question of order.

1.3 All Council members, staff members and members of the public should speak respectfully and avoid the use of profanity, vulgarity and slanderous comments. Recognizing that the First Amendment precludes the City Council form prohibiting speakers from speaking based upon the content of their speech, the presiding officer shall use their best efforts, short of enforcement action, to remind and encourage all participating in the meeting to keep their speech respectful towards others and within bounds appropriate for children and persons of sensitivity toward course language as a courtesy to others present or otherwise viewing Council meetings.

2.0 DECORUM AND ORDER – COUNCIL MEMBERS

2.1 Manner of Speaking.

Any Council member desiring to speak shall first address the presiding officer. Upon recognition by the presiding officer, the Council member shall speak only to the question under debate.

U2.1(a) Questioning Staff.

A Council member desiring to question the staff should address his question to the City Manager, or, in appropriate cases, the City Clerk or City Attorney, who shall be entitled either to answer the inquiry or to designate some staff member for that purpose. Such a designation may be made at the time of any staff presentation or on the agenda listing for the item.

U2.1(b) Interruptions.

Once recognized, a Council member shall not be interrupted while speaking unless called to order by the presiding officer; unless a point of order is raised by another Council member, or unless the speaker chooses to yield to questions from another Council member.

3.0 DECORUM AND ORDER – STAFF

3.1 City Manager Responsibilities
The City Manager is responsible for ensuring that members of the administrative staff observe the rules of decorum and order set forth in this Policy.

3.2 AAddressing the City Council
Any administrative staff member desiring to address the City Council or members of the public shall first be recognized by the presiding officer. All remarks shall be addressed to the presiding officer and not to any individual Council Member or member of the public. Administrative staff members shall accord the utmost courtesy to the City Council, other administrative staff members and the public.

4.0 DECORUM AND ORDER – MEMBERS OF THE PUBLIC

4.1 AAddressing the City Council
Any member of the public desiring to address the City Council or members of the public shall first be recognized by the presiding officer at the appropriate place on the agenda. All remarks shall be addressed to the presiding officer and not to any individual Council Member, City Manager, City Attorney or member of the administrative staff or member of the public.

4.2 Time Limitation for Addressing the City Council
Public comment when addressing the City Council shall be generally limited to three (3) minutes per speaker. Depending on the extent of the agenda and the number of persons desiring to speak on an issue, the presiding officer may, at the beginning of the hearing, set a different time limit for each speaker. Any person may speak for a longer period of time upon approval from the presiding officer, when deemed necessary, for instance when a person is speaking on behalf of a group or has a graphic or slide presentation requiring more time.

4.3 Failure to Yield, Disruptions
Any person who refuses to relinquish the floor after their allotted time or while attending the City Council meeting engages in conduct or speech which disrupts the business of the meeting shall be brought to order and/or removed from the room if the sergeant-at-arms is so directed by the presiding officer.

Disruptive remarks from the audience, stamping of feet, clapping, whistles, yells and similar demonstrations shall not be permitted by the presiding officer who may direct the sergeant-at-arms to remove such offenders from the room.

4.4 Prosecution
Aggravated cases shall be prosecuted on appropriate complaint signed by the presiding officer.

5.0 ENFORCEMENT OF DECORUM

5.1 The Chief of Police or his designee shall be the ex-officio sergeant-at-arms of the City Council. The sergeant-at-arms shall carry out all legal and valid orders and instructions given by the presiding officer for the purpose of maintaining order and decorum in the Council Chamber. Upon instructions from the presiding officer, it shall be the duty of the sergeant-at-arms to remove any disorderly person from the Council Chambers or place the disorderly person under arrest or both.

5.2 As set forth in Government Code Section 54957.9, in the event that any meeting is willfully interrupted by a person or group of persons so as to render the orderly conduct of such meeting unfeasible or impedes the ability of the Council to hold the meeting, and order cannot be restored by the removal of individuals who are willfully interrupting the meeting, the presiding officer may order the meeting room cleared and continue in session. Only matters appearing on the agenda may be considered in such a session. Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this Section. Nothing in this Section shall prohibit the City Council from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.

RESOURCES DESCRIPTION
Balance from October 31, 2023 $ 1,655,830.29
Deposits 2,026,533.45
From Street Bond Acct 72,882.14
Total Resources $ 3,755,245.88

EXPENSES

DESCRIPTION PERIOD ENDING CK DATE CHECK NUMBER AMOUNT
WR 11/02/23 74567-74617 421,625.21
WR 11/09/23 74618-74677 111,992.50
PR Direct Deposit 11/12/23 11/15/23 5361810-5361881 186,750.99 PR Special Check 11/12/23 11/16/23 536752 2,909.24
WR 11/16/23 74678 - 74711 16,779.18
WR 11/22/23 74712 - 74760 77,280.27
WR 11/30/23 74761-74792 769,543.18
PR Direct Deposit 11/26/23 12/01/23 5361882 – 5361952 172,869.40 PR Special Check 11/26/23 12/01/23 536755 155.10
PR Special Check 11/26/23 12/01/23 536756 178.55
Electronic Transfers 370,282.42
Returned Checks,Chargebacks 835.62
Credit Card Payments Service Charge 3,565.22
Total Expenditures $ 2,134,766.88
Cash Balance as of November 30, 2023 $ 1,620,479.00
Respectfully,
Lorena Zarate
Finance Manager

CITY OF GROVER BEACH
Treasurer's Report for December 11, 2023 City Council Meeting November 1, 2023 to November 30, 2023
Agenda Item No. 1

ACCOUNTS PAYABLE
CHECK DATE 11/02/2023
Check Report
City of Grover Beach, CA By Check Number
Date Range: -
Vendor Number Vendor Name Payment Date Payment Type Discount Amount Payment Amount Number Bank Code: AP - Grover Beach-Mechanics Bank - Grover Beach 05138 A M Peche & Associates LLC 11/02/2023 Regular 0.00 4,755.00 74567 Payable# Payable Type Post Date Payable Description Discount Amount Payable Amount 10/27/2023
10357
Payable#
Account Number
Invoice
601-162-51100-000

ADAM DE HART
Payable Type
Account Number
CACEO Mileage Invoice
101-145-51450-000
CACEO PerDiem Invoice
101-145-51450-000
Account Name Item Description Distribution Amount
10/30/2023 Hourly services and expenses per the Const 0.00 4,755.00 Contractual Obligations Hourly services and expenses per 4,755.00 11/02/2023 Regular 0.00 437.36 74568
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/31/2023 Mileage Rate for CACEO Conference in Mor 0.00 204.36 Training and Education Mileage Rate for CACEO Conferer 204.36 10/31/2023 Per Diem for CACEO Conference
Training and Education Per Diem for CACEO Conference

0.00 233.00
233.00
10447
Payable#
AMAZON CAPITAL SERVICES 11/02/2023 Regular 0.00 119.36 74569 Payable Type
Account Number
1KNC-6CMN-LGHD Invoice
101-131-51290-000
INV0000181 Invoice
101-124-51430-900
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/30/2023 Mouse pads with wrist support 0.00 34.73
Office Supplies Mouse pads with wrist support 34.73
11/01/2023 1XKK-6VCT-CPX6 Carved Pumpkin items 0.00 84.63 Carved Pumpkin 1XKK-6VCT-CPX6 Carved Pumpkir 84.63
07447
Payable#
ARROYO GRANDE CHEVROLET 11/02/ 2023 Regu lar 0.00 6,511.83 74570 62154
05420
Payable#
10/22/2023
00130
Payable#
2310-233001
05745
11/2/2023 3:32:04 PM
Check Report
Vendor Number
Payable Type
Account Number
Invoice
101-192-51550-000
AT&T
Payable Type
Account Number
Invoice
101-122-51080-000
101-123-51080-000
101-191-51080-000
101-191-51080-000
101-191-51080-000
101-191-51080-000
101-191-51080-000
601-162-51080-000
601-162-51080-000
601-162-51080-000
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 Unit 204, Trans Assembly, fluid, oil cooler Ii 0.00 6,511.83 Vehicle Maintenance Unit 204, Trans Assembly, fluid, c 6,511.83 11/02/2023 Regular 0.00 615.27 74571
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 City Hall & PD Fax & Modem 9/22/23-10/2:

Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/ 2; Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/2;
Communications Expense City Hall & PD Fax & Modem 9/2;

0.00 615.27

13.00 12.99

82.01 70.92

13.00 12.99

26.10 147.29

25.99 210.98
BURKE AND PACE OF ARROYO GRANDE INC 11/02/2023 Regular 0.00 10.61 74572 Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/04/2023 SUPPLIES FOR CITY HALL 0.00 10.61
Payable Type
Account Number
Invoice
101-164-51220-000 Facilities Maintenance SUPPLIES FOR CITY HALL 10.61 CALIFORNIA BUILDING STANDARDS COMMISS 11/02/2023 Regular Vendor Name Payment Date Payment Type

0.00 761.40 74573

Page 1 ends

Date Range : -
Discount Amount Payment Amount Number
Payable# Payable Type
Account Number
INV0000173 Invoice
402-000-24130-000
10758 Care 4 Paws
Payable# Payable Type
Account Number
INV0000197 Invoice
402-000-25600-432
Post Date Payable Description
Account Name Item Description
09/30/2023 3rd Qtr 2023 Green Bldg Fees
Discount Amount Payable Amount
Distribution Amount

0.00 761.40
Green Building Fees 3rd Qtr 2023 Green Bldg Fees 761.40 11/02/2023 Regular 0.00
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 2000786.002 16th St 9/29/23 Sec Dep Refu 0.00 87 .00 Trust Deposits (Deposit -RE 2000786.002 16th St 9/29/23 Sec 87.00

87.00 74574
02175
Payable#
CHARTER COMMUNICATIONS 11/02/ 2023 Regular 0.00 746.71 74575 Payable Type
Account Number
170584601102123 Invoice
101-000-51080-000
101-124-51080-000
101-124-51080-000
101-191-51080-000
101-191-51080-000
601-162-51080-000
00901
Payable#
11012023
02144
Payable#
8457925
8457926
8457927
8457928
8457929
8457930
8457931

CITY OF PISMO BEACH
Payable Type
Account Number
Invoice
101-191-5 1100-000

COASTLAND INC
Payable Type
Account Number
Invoice
101-164-51360-000
Invoice
101-164-51360-000
Invoice
101-164-51360-000
Invoice
101-164-51360-000
Invoice
101-164-51360-000
Invoice
101-164-51360-000
Invoice
101-164-51360-000
Post Date Payable Description
Account Name Item Description
Discount Amount Payable Amount
Distribution Amount
11/02/2023 10/21/23-11/20/23
Communications Expense 10/21/23-11/20/23
Communication Expense 10/21/23-11/20/23
Communication Expense 10/21/23-11/20/23
Communications Expense 10/21/23-11/20/23
Communications Expense 10/21/23-11/20/23
Communications Expense 10/21/23-11/20/23
11/02/2023 Regular

0.00 746.71
113.30
149.97
136.48
113.30
133.66
100.00

0.00 51,667.00 74576
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/ 01/2023 Dispatch Services for October 2023 0.00 51,667.00 Contractual Obligations Dispatch Services for October 20; 51,667.00 11/02/2023 Regular 0.00 5,900.00 74577
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 GROUNDS MAINTENANCE NOV 2023 LOC# 0.00 875.00 Repairs and Maintenance GROUNDS MAINTENANCE NOV 2 875.00 11/01/2023 GROUNDS MAINTENANCE NOV 2023 LOC# 0.00 1,750.00 Repairs and Maintenance GROUNDS MAINTENANCE NOV 2 1,750.00 11/01/2023 GROUNDS MAINTENANCE NOV 2023 LOC# 0.00 475.00 Repairs and Maintenance GROUNDS MAINTENANCE NOV 2 475.00 11/01/2023 GROUNDS MAINTENANCE NOV 2023 LOC# 0.00 950.00 Repairs and Maintenance GROUNDS MAINTENANCE NOV 2 950.00 11/01/2023 GROUNDS MAINTENANCE NOV 2023 LOC# 0.00 950.00 Repairs and Maintenance GROUNDS MAINTENANCE NOV 2 950.00 11/01/2023 GROUNDS MAINTENANCE NOV 2023 LOC# 0.00 400.00 Repairs and Maintenance GROUNDS MAINTENANCE NOV 2 400.00 11/01/2023 GROUNDS MAINTENANCE NOV 2023 LOC# 0.00 500.00 Repairs and Maintenance GROUNDS MAINTENANCE NOV 2 500.00 07337
Payable#
DIVISION OF THE STATE ARCHITECT ATTN: SB : 11/02/2023 Regular 0.00 45.60 74578 7 /2023-9/2023
04096
Payable#
10521
11/ 2/ 2023 3:32:04 PM
Check Report
Vendor Number
Payable#
edb-nov23
Payable Type Post Date Payable Description Discount Amount Payable Amount Account Number
Invoice
260-000-24110-000

DJ'S PLUMBING INC
Payable Type
Account Number
Invoice
101-164-51360-000
El Dorado Brands LLC
Vendor Name
Payable Type
Account Number
Invoice
Account Name Item Description Distribution Amount
10/30/2023 Quarterly reporting of fees collected 0.00 45.60 State Portion of ADA Mane Quarterly reporting of fees collec 45.60 11/02/2023 Regular 0.00 165.00 74579
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/24/2023 CLEARED STOPAGE IN LEFT SIDE RESTROm 0.00 165.00 Repairs and Maintenance CLEARED STOPAGE IN LEFT SIDE I 165.00 11/02/2023 Regular
Payment Date Payment Type
Post Date Payable Description
Account Name Item Description
11/01/2023 Rent at 921 Huston for November 2023

0.00 4,000.00 74580

Page 2 of 8 ends

Date Range: -
Discount Amount Payment Amount Number
Discount Amount Payable Amount
Distribution Amount

0.00 4,000.00
04947
Payable#
INV0000170
01362
Payable#
INV0000185
00263
Payable#
1-545159
10821
Payable#
INV0000188
10819
Payable#
INV0000190
02619
Payable #
275337
09609
Payable#
11012023
02946
11/ 2/2023 3:32:04 PM
Check Report
Vendor Number
Payable #
Bl14608
Bl14631
101-164-51340-000 Rentals & Leases - Facilitie!
101-165-51340-000 Rentals & Leases - Facilitie!
101-191-51340-000 Rentals & Leases - Facilitie!
601-162-51340-000 Rentals & Leases - Facilitie!
603-161-51340-000 Rentals & Leases - Facilitie!
Rent at 921 Huston for Novembe
Rent at 921 Huston for Novembe
Rent at 921 Huston for Novembe
Rent at 921 Huston for Novembe
Rent at 921 Huston for Novembe
250.00
250.00
3,000.00
250.00
250.00
EMPLOYMENT DEVELOPMENT DEPARTMENT 11/ 02/ 2023 Regu lar 0.00 442.00 74581 Payable Type
Account Number
Invoice
101-123-50140-000
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/30/2023 Benefit cha rges 7 /1/ 23-9/30/23 0.00
Unemployment Compensa Benefit charges 7 / 1/23-9/30/23
442.00
442.00
EXECUTIVE JANITORIAL INC. 11/02/2023 Regular 0.00 1,100.00 74582 Payable Type
Account Number
Invoice
101-124-51110-000

GROVER TOOL RENTAL
Payable Type
Account Number
Invoice
101-164-51330-000
Hildie Wimmer
Payable Type
Account Number
Invoice
402-000-25600-432
Isabel Castaneda
Payable Type
Account Number
Invoice
402-000-25600-432
J.B. DEWAR INC.

Payable Type
Account Number
Invoice
101-145-51540-000
101-164-51540-000
101-165-51540-000
601-162-51540-000
603-161-51540-000
603-163-51540-000
Jared Allegranza
Payable Type
Account Number
Invoice
101-192-51450-000

JAS PACIFIC
Vendor Name
Payable Type
Account Number
Invoice
101-144-51060-000
Invoice
Post Date Payable Description )iscount Amount Payable Amount Account Name Item Description Distribution Amount
10/20/2023 87598 Cleaning and building attendant GBC 0.00 1,100.00 Custodial Services 87598 Cleaning and building atte1 1,100.00 11/02/2023 Regular 0.00 396.00 74583
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/ 11/2023 SCISSOR LIFT RENTAL 10/11/2023 0.00 396.00
Rentals & Leases - Equipm, SCISSOR LIFT RENTAL 10/11/ 202: 396.00 11/02/2023 Regular 0.00 87.00 74584
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 2976 16th 10.15.23 - cancel 2954 0.00 87.00
Trust Deposits (Deposit -Re 2976 16th 10.15.23 - cancel 2954 87.00 11/ 02/ 2023 Regular 0.00 87.00 74585
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/ 01/2023 2000784.002 R2990 16th 10/ 8/ 23 Castane, 0.00 87 .00 Trust Deposits (Deposit -Re 2000784.002 R2990 16th 10/8/2: 87.00 11/02/2023 Regular 0.00 1,920.44 74586
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description
11/02/2023 Gasoline charges for PW vehicles
Vehicle Fuel Gasoline charges for PW vehicles
Vehicle Fuel Gasoline charges for PW vehicles
Vehicle Fuel Gasoline charges for PW vehicles
Vehicle Fuel Gasoline charges for PW vehicles
Vehicle Fuel Gasoline charges for PW vehicles
Vehicle Fuel Gasoline charges for PW vehicles
11/02/2023 Regular
Distribution Amount

0.00 1,920.44

82.97 1,010.62
183.75
496.11

91.87 55.12

0.00 24.43 74587
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 mileage reimbursement to Whitter 10-23-2 0.00 24.43 Training and Education mileage reimbursement to Whitt, 24.43 Post Date
11/02/2023 Regular
Payment Date Payment Type
Payable Description
Account Name Item Description
09/ 05/2023 Aug2023 JAS Inspector
Building Services Aug2023 JAS Inspector
10/ 05/2023 Sept2023 JAS Inspector

0.00 15,972.94 74588

Page 3 of 8 ends

Date Range : -
Discount Amount Payment Amount Number
Discount Amount Payable Amount
Distribution Amount

0.00 6,925.00

0.00 6,925.00
6,175.00
PC 6779
01539
Payable#
Nov 2023
10203
Payable#
5330
00312
Payable #
252670
253172
10809
Payable#
10122023
09644
Payable#
8/30/ 2023
00329
Payable#
INV0000184
09478
Payable #
140
11/2/2023 3:32:04 PM
Check Report
Vendor Number
10822
Payable #
INV0000187
09578
Payable #
101-144-51060-000
Invoice
101-144-51060-000

JAY SWIFT
Payable Type
Account Number
Invoice
101-164-50180-000
101-165-50180-000
101-166-50180-000
601-162-50180-000
603-161-50180-000
603-163-50180-000
Building Services Sept2023 JAS Inspector 6,175.00
09/05/2023 Aug2023JASbldgPlanCheck 0.00 2,872.94
Build ing Services Aug2023JASbldgPlanCheck 2,872.94
11/02/2023 Regular 0.00 500.00 74589
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/ 01/2023 Nov 2023-Medical Reimbursement per reti1
Retiree Medical Nov 2023-Medical Reimburseme,
Retiree Medical Nov 2023-Medica l Reimburseme,
Retiree Medical
Retiree Medical
Retiree Medical
Retiree Medical
Nov 2023-Medica l Reimburseme1
Nov 2023-Medical Reimburseme,
Nov 2023-Medical Reimburseme,
Nov 2023-Medical Reimburseme,

0.00 500.00

90.00 100.00

15.00 205.00

70.00 20.00
JULIAN MORA Dba 2M WASTE SOLUTIONS 11/02/2023 Regular 0.00 545.00 74590 Payable Type
Account Number
Invoice
101-164-51500-000
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/ 01/2023 ARPA GRAND - ECR ENCAMPMENT CLEANL 0.00
Utilities - Waste Disposal ARPA GRAND - ECR ENCAM PME~
545.00
545.00
LIEBERT CASSIDY WHITMORE 11/02/2023 Regular 0.00 4,242.24 74591 Payable Type
Account Number
Invoice
101-000-51250-000
Invoice
101-000-51250-000
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/30/2023 Professional services rendered through 9/3 0.00 4,199.74 Legal Services Professional services rendered th 4,199.74 10/30/2023 Questions Regarding Retirement Applicatio 0.00 42.50 Lega l Services Questions Regarding Retirement 42.50
LOMPOC POLICE DEPARTMENT 11/02/2023 Regular 0.00 616.12 74592 Payable Type
Account Number
Invoice
101-192-51460-000
Maxwell Poswillo
Payable Type
Account Number
Invoice
101-000-40060-000
Post Date Payable Description
Account Name Item Description
11/ 01/2023 Vest for I. Martinez, prorated
Discount Amount Payable Amount
Distribution Amount

0.00 Uniforms Vest for I. Martinez, prorated
616.12
616.12
11/02/2023 Regular 0.00 22,179.64 74593
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/30/2023 Refund for Financial Audit 0.00 22,179.64
Cannabis Tax Refund for Financial Audit 22,179.64
MISSION LINEN SUPPLY SAP #110035 11/02/2023 Regular 0.00 220.45 74594 Payable Type
Account Number
Invoice
101-124-51360-000
Molly E Thurmond
Payable Type
Account Number
Invoice
101-000-51250-000
101-000-64000-000
101-122-64000-000
Vendor Name
Natividad Diaz
Payable Type
Account Number
Invoice
402-000-25600-432
Peak WiFi.com
Payable Type
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/31/2023 1838120881 Mat & Mop Service 10/26/23 0.00
Repairs and Maintenance 1838120881 Mat & Mop Service
220.45
220.45
11/02/2023 Regular
Post Date Payable Description
Account Name Item Description
11/01/2023 Oct 2023 Legal Services
Legal Services Oct 2023 Legal Services
IDC - Services Legal Oct 2023 Legal Services
IDC - Services Legal Oct 2023 Legal Services
Payment Date Payment Type
11/02/2023 Regular
Post Date Payable Description

0.00 1,680.00 74595
Discount Amount Payable Amount
Distribution Amount

0.00 1,680.00
1,680.00
-1,680.00
1,680.00

Page 4 of 8 ends

Date Range : -
Discount Amount Payment Amount Number

0.00 87.00 74596
Discount Amount Payable Amount
Account Name Item Description Distribution Amount
11/01/2023 3006 16th St 10/29/23 Refund Diaz, N 0.00 87 .00 Trust Deposits (Deposit -RE 3006 16th St 10/ 29/23 Refund Di 87.00 11/02/2023 Regular 0.00 2,840.00 74597
Post Date Payable Description Discount Amount Payable Amount 13690. 729935
14202. 730065
9433.729412
07353
Payable#
092023203
04415
Payable#
165975
165976
166153
166354
166355
166356
INV0000182
10830
Payable#
11463740
10823
Payable#
INV0000186
10828
Payable#
Account Number
Invoice
101-192-51080-000
Invoice
101-194-51020-000
Invoice
101-192-51100-000
Account Name Item Description Distribution Amount
11/01/2023 Grover to Pismo Bluelink October 2023 0.00 595.00 Communications Expense Grover to Pismo Bluelink October 595.00 11/01/2023 Cannabis Video Wall October 2023 0.00 295.00 Annual Maintenance Agre1 Cannabis Video Wall October 202 295.00 11/01/2023 Network Services for October 2023 0.00 1,950.00 Contractual Obligations Network Services for October 20; 1,950.00 PHOENIX GROUP INFORMATION SYSTEMS 11/02/2023 Regular 0.00 1,377.69 74598 Payable Type
Account Number
Invoice
101-192-51100-000
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 Parking Citation Services for Sept 2023 0.00 1,377.69 Contractual Obligations Parking Citation Services for Sept 1,377.69 PROCARE JANITORIAL SUPPLY 11/02/2023 Regular 0.00 1,139.29 74599 Payable Type
Account Number
Invoice
101-164-51110-000
Invoice
101-164-51110-000
Invoice
101-164-51110-000
Invoice
101-164-51110-000
Invoice
101-164-51110-000
Invoice
101-164-51110-000
Invoice
101-124-51110-000
S&P Global Ratings
Payable Type
Account Number
Invoice
601-900-58010-000
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description
10/05/2023 LOC# 105 TOILET TISSUE FOR RAMONA PAI
Distribution Amount

0.00 38.46
Custodial Services LOC# 105 TOI LET TISSUE FOR RAf 38.46 10/05/2023 LOC# 112 TOILET TISSUE FOR MENTONE Pl 0.00 38.46 Custodial Services LOC# 112 TOILET TISSUE FOR ME 38.46
10/13/2023 LOC# 100 & 101 CITY HALL & PD JANITORlt 0.00 472.11 Custodial Services LOC# 100 & 101 CITY HALL & PD . 472.11 10/19/2023 LOC# 114 TOILET TISSUE FOR RAMONA PAI 0.00 38.46 Custodial Services LOC# 114 TOILET TISSUE FOR RAf 38.46 10/19/2023 LOC# 110 TOILET TISSUE FOR HERO PARK 0.00 38.46 Custodial Services LOC# 110 TOI LET TISSUE FOR HEf 38.46 10/19/2023 LOC# 107 JANITORIAL SUPPLIES FOR CORP 0.00 143.79 Custodial Services LOC# 107 JANITORIAL SUPPLIES F 143.79 10/27/2023 166609 toilet paper, hand towels, gloves 0.00 369.55 Custodial Services 166609 toilet paper, hand towels 369.55 11/02/2023 Regular 0.00 27,000.00
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 Project 4001-Rating for WIFIA Loan CCB 0.00 27,000.00 PSE (Plans, Specifications, I Rating for WIFIA Loan CCB 27,000.00 74600
Sandra Quintana-Barrera 11/02/2023 Regular 0.00 1,126.00 74601 Payable Type Post Date Payable Description Discount Amount Payable Amount Account Number
Invoice
402-000-25600-432
Account Name Item Description Distribution Amount
11/01/2023 2000780.002 2992 GBCC 10/28/23 SecDep 0.00 1,126.00 Trust Deposits (Deposit -RE 2000780.002 2992 GBCC 10/28/; 1,126.00 Sara Allen & Kevin Deenanauth 11/02/2023 Regular 0.00 60.00 74602 Payable Type Post Date Payable Description Discount Amount Payable Amount Account Number
1652 HMB Smart lrinvoice
602-167-51325-000
Account Name Item Description Distribution Amount
10/30/2023 1652 Half Moon Bay - Smart Irrigation Reb, 0.00 60.00 Rebates 1652 Half Moon Bay - Smart lrrig; 60.00
11/2/2023 3:32:04 PM
Check Report
Vendor Number
10820
Payable#
INV0000189
00435
Payable#
093023
Vendor Name
Simran Kaur
Payable Type
Account Number
Invoice
402-000-25600-432
Payment Date Payment Type
11/02/2023 Regular

Page 5 of 8 ends

Date Range : -
Discount Amount Payment Amount Number

0.00 320.00 74603
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description
11/01/2023 2989 Ramona 10/8/23 Sec Dep Refund Kau
Trust Deposits (Deposit -RE 2989 Ramona 10/8/23 Sec Dep R Distribution Amount

0.00 320.00
320.00
SOUTH SAN LUIS OBISPO CO. SANITATION DIS' 11/02/2023 Regular 0.00 211,218.78 74604 Payable Type
Account Number
Invoice
603-000-46005-000
Post Date Payable Description
Account Name Item Description
10/ 30/2023 South San Dist Pass Thru Fees
Discount Amount Payable Amount
Distribution Amount

0.00 195,751.78
Sanitation District Fee - Pai South San Dist Pa ss Thru Fees 195,751.78 3rdQtr2023Facilityl Invoice
402-000-25600-436
09/ 30/2023 3rdQtr2023FacilityFees
Trust Deposits (Wastewate 3rdQtr2023FacilityFees

0.00 15,467.00
15,467.00
09399
Payable#
SpeakWrite Billing Department 11/02/ 2023 Regular 0.00 64.75 74605 Payable Type Post Date Payable Description Discount Amount Payable Amount 9061dd3b
Account Number
Invoice
101-192-51100-000
Account Name Item Description Distribution Amount
11/ 01/2023 dictation services for October 2023 0.00 64.75 Contractual Obligations dictation services for October 20; 64.75 00148
Payable #
STATE OF CALIFORNIA DEPT OF CONSERVATI O 11/ 02/ 2023 Regular 0.00 2,578.12 74606 Payable Type
Account Number
3rdQtr2023feesSM Invoice
402-000-24120-000
00432
Payable#
102S23122139
06044
Payable #
9947016209
9947838099
10026
Payable#
11012023
04996
Payable #
60671
10818
Payable#
INV0000191
10786
11/ 2/2023 3:32:04 PM
Check Report
Vendor Number
Payable#
08104
Payable#
INV0000194
08104
Payable #
TCA Tools Inc
Payable Type
Account Number
Invoice
101-166-51410-000

VERIZON WIRELESS
Payable Type
Account Number
Invoice
601-162-51080-000
Invoice
101-124-51080-000
101-194-51080-000
Walid Elsayed
Payable Type
Account Number
Invoice
101-192-51450-000

WALLACE GROUP
Payable Type
Account Number
Invoice
305-900-58010-000
Will Dahlstrom
Payable Type
Account Number
Invoice
402-000-25600-432
Wonderful Things, Inc
Vendor Name
Payable Type
Account Number
Invoice
101-164-51220-000

FRANCHISE TAX BOARD
Payable Type
Account Number
Invoice
101-000-23100-000

FRANCHISE TAX BOARD
Payable Type
Account Number
Post Date Payable Description
Account Name Item Description
09/30/2023 3rdQtr2023feesSMIP
SMIP 3rdQtr2023feesSMIP
Discount Amount Payable Amount
Distribution Amount

0.00 2,578.12
2,578.12
11/02/2023 Regular 0.00 107.39 74607
Post Date Payable Description
Account Name Item Description
10/ 25/2023 TOOLS FOR SH OP
Small Tools TOOLS FOR SHOP
Discount Amount Payable Amount
Distribution Amount

0.00 107.39
107.39
11/02/2023 Regular 0.00 1,065.18 74608
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/16/2023 PHONES & PLANS FOR PUBLIC WORKS 09/l 0.00
Communications Expense PHONES & PLANS FOR PUBLIC W•
981.40
981.40
11/ 02/2023 9/27 /23-10/25/23-994 7838099
Communication Expense 9/ 27 /23-10/25/ 23-9947838099
Communications Expense 9/ 27 /23-10/25/ 23-9947838099

0.00 83.78

41.89 41.89
11/ 02/ 2023 Regular 0.00 15S.OO 74609
Post Date Payable Description
Account Name Item Description
11/ 01/2023 mileage reimbursement Cama rillo 11/6/ 23
Discount Amount Payable Amount
Distribution Amount

0.00 155.00
Training and Education mi leage reimbursement Ca ma rill< 155.00 11/02/2023 Regular 0.00 43,073.93 74610
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
10/ 31/2023 CIP 1259 RAMONA PARK DESIGN SERVICES 0.00 43,073.93 Post Date
PSE (Plans, Specifications, I CIP 1259 RAMONA PARK DESIGN 43,073.93 11/ 02/ 2023 Regular 0.00
Payable Description Discount Amount Payable Amount
Account Name Item Description Distribution Amount
11/ 01/2023 2000785 .002 R2968 16th St 10.1.23 Dahlst1 0.00 87.00 Trust Deposits (Deposit -RE 2000785.002 R2968 16th St 10.1. 87.00

87.00 74611
11/02/2023 Regular 0.00 755.81 74612
Payment Date Payment Type
Post Date Payable Description
Account Name Item Description

Page 6 of 8 ends

Date Range: -
Discount Amount Payment Amount Number
Discount Amount Payable Amount
Distribution Amount
09/ 15/2023 CUSTOM CITY OF GROVER BEACH FLAGS FC 0.00 755 .81 Faci lities Maintenance CUSTOM CITY OF GROVER BEAn 755.81 11/02/ 2023 Regular 0.00 75.00 74613
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/ 01/2023 Franchise Tax Boa rd Garnishemnt 0.00 75.00 Em ployee Wage Garnishm, Franchise Tax Board Garnishemnl 75.00 11/ 02/ 2023 Regular 0.00 100.00 74614
Post Date Payable Description
Account Name Item Description
Discount Amount Payable Amount
Distribution Amount
INV0000193
00762
Payable#
INV0000195
04326
Payable#
INV0000192
10187
Payable#
INV0000196
11/ 2/ 2023 3: 32 : 04 PM
Check Report
Invoice 11/01/2023 Franchise Tax Board
101-000-2 3100-000 Employee Wage Garnishm, Franchise Tax Board

0.00 100.00
100.00
GROVER BEACH POLICE OFFICERS ASSOC. 11/02/2023 Regular 0.00 1,045.00 74615 Payable Type
Account Number
Invoice
101-000-23165-000
Post Date Payable Description Discount Amount Payable Amount Account Name Item Description Distribution Amount
11/01/2023 Grover Beach POA Dues 0.00 1,045.00
POA Dues Payable Grover Beach POA Dues 1,045.00
STATE DISBURSEMENT UNIT 11/02/2023 Regular 0.00 250.00 74616 Payable Type
Account Number
Invoice
101-000-23100-000
Post Date Payable Description
Account Name Item Description
11/01/2023 Child Support Pmt
Employee Wage Garnishm, Child Support Pmt
Discount Amount Payable Amount
Distribution Amount

0.00 250.00
250.00
UNITED STAFFING ASSOCIATES, LLC 11/02/2023 Regular 0.00 1,263.87 74617 Payable Type Post Date Payable Description Discount Amount Payable Amount Account Number Account Name Item Description Distribution Amount Invoice
101-124-50010-000
101-131-50010-000
101-141-50010-000
101-191-50010-000
601-132-50010-000
603-132-50010-000
11/01/2023 Temporary Employment for ASD 0.00 1,263.87
Payment Type
Regular Checks
Manual Checks
Voided Checks
Bank Drafts
EFT's
Payment Type
Regular Checks
Manual Checks
Voided Checks
Bank Drafts
EFT's
Salaries: Full Time Temporary Employment for ASD
Salaries: Full-Time Temporary Employment for ASD
Salaries: Full-Time
Salaries: Full-Time
Salaries: Full-Time
Salaries: Full-Time
Temporary Employment for ASD
Temporary Employment for ASD
Temporary Employment for ASD
Temporary Employment for ASD
Bank Code AP - Grover Beach Summary
Payable Payment
Count Count Discount Payment
72 51 0.00 421,625.21
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
72 51 0.00 421,625.21
All Bank Codes Check Summary
Payable Payment
Count Count Discount Payment
72 51 0.00 421,625.21
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
0 0 0.00 0.00
72 51 0.00 421,625.21
Fund Summary

63.19 126.39

25.28 50.55
492.91
505.55

Page 7 of 8 ends

Date Range: -
11/2/2023 3:32:04 PM
Fund
999
Name
Pooled Cash
Period
11/2023
Amount
421,625.21
421,625.21

Page 8 of 8 ends

ACCOUNTS PAYABLE
CHECK DATE 11/9/2023.

Vendor Number
Payable#
City of Grover Beach, CA
Vendor Name Payment Date Payment Type
Payable Type Payable Date Payable Description
Bank Code: AP - Grover Beach-Mechanics Bank - Grover Beach 08227 1-800-GOT-JUNK 11/09/ 2023 Regular
13289729 Invoice 11/07/2023 ARPA GRANT EL CAMINO REAL ENCAMPME 06199
23-4911
23-4912
23-4912A
23-4913
23-4914
23-4944
23-4945
23-5111
23-5200
23-5310
23-5419
00026
202311040017
10447
INV0000205
INV0000206
07447
16891
10437
23101181
10795
10314
09473
INV00311455
02531
48776
00436
7314-1401847
7314-1402063
10595
2024-005
00901
11072023
10840
INV0000214
05337
40394
00190
02-01225025
02-01225133
Check Register
Vendor Number
Payable#
02-01225257
02-01225332
ABALONE COAST ANALYTICAL INC 11/09/ 2023 Regular
Invoice 10/03/2023 COLIFORM P/A, NITRATE, GENERAL PHYS., I Invoice 10/03/2023 THM/HAA, ELAP FEE & SHIPPI NG FEE
Invoice 10/19/2023 TRI HALO METHANES TRIP BLANK FEE
Invoice 10/03/2023 METAL, ELAP FEE & SHIPPING FEE
Invoice 10/03/2023 METAL, ELAP FEE & SH IPPING FEE
Invoice 10/ 03/2023 COLIFORM P/A, NITRATE, ELAP FEE & SHIPF Invoice 10/03/2023 HETEROTROPHIC PLATE COUNT, ELAP FEE
Invoice 10/10/2023 COLIFORM P/A, NITRATE, ELAP FEE & SHIPF Invoice 10/16/2023 COLIFORM P/A, NITRATE, ELAP FEE & SHIPF Invoice 10/23/2023 COLIFORM P/A, NITRATE, ELAP FEE & SHIPF Invoice 11/ 02/2023 COLIFORM P/A, NITRATE, ELAP FEE & SHIPF Alexander's Contract Services 11/09/2023 Regular
Invoice 11/04/2023 METER READING SERVICES 11/ 02/ 2023-11/ AMAZON CAPITAL SERVICES 11/09/2023 Regular
Invoice 11/08/2023 Supplies_lnv# 1J3H-R64N-9THYH
Invoice 11/08/2023 Kirtchen-Office Supplies_lnv# 1FRT-K9Vc-c, ARROYO GRANDE CHEVROLET 11/09/ 2023 Regular
Invoice 11/07/2023 Unit 202 - hose, pump kit
BKF ENGINEERS-ACCOUNTING DEPl 11/09/ 2023 Regular
Invoice 10/23/2023 PROFESSIONAL SERVICES FROM 8/28/2023· Bob Murray & Associates 11/09/ 2023 Regular
Invoice 11/08/2023 Services for Admin SVCS Director
Boot Barn 11/09/2023 Regular
Invoice 11/08/2023 UNIFORM SERVICES
Burdine Printing 11/09/2023 Regular
Invoice 11/08/2023 NameTag-Plate_PW Interim
CARQUEST AUTO PARTS 11/09/ 2023 Regular
Invoice 11/07/2023 Unit 202 - brake pad, rotor, oil, antifreeze Invoice 11/07/2023 Unit 211 - rotor, brake pads
Central Coast Blue Regional Recycle, 11/09/ 2023 Regular Invoice 11/06/2023 CCB JPA Proportional cost share-Project 40(

CITY OF PISMO BEACH
Invoice
CJ Vigi l
Invoice
COBB TREE'S INC.

Invoice
11/09/ 2023 Regular
11/ 07/2023 Active Shooter Trn Equip 8/15 & 8/19 costs
11/09/2023 Regular
11/08/2023 2000788.002 3003 16th 10.22.23 Refund
11/09/2023 Regular
10/30/2023 LOC# 111 GROVER HEIGHTS SCHOOL - 2 TRI
COLD CANYON LAN DFILL INC. 11/09/ 2023 Regular
Invoice 10/03/2023 ARPA GRANT - ECR HOMELESS ENCAMPMEI
Invoice 10/03/2023 ARPA GRANT ECR HOMELESS ENCAMPMEN
Vendor Name
Payable Type
Invoice
Invoice
Payment Date Payment Type
Payable Date Payable Description
10/04/2023 ARPA GRANT ECR HOMELESS ENCAMPM EN
10/04/2023 ARPA GRANT ECR HOMELESS ENCAMPMEN
Check Register
Packet: APPKT00086 - 11/9/2023-AP Check Run
By Check Number
Discount Amount Payment Amount Number
Discount Amount Payable Amount
0 2724 74618
0 2724
0 3235 74619
0 346
0 906
0 95
0 188
0 126
0 244
0 230
0 275
0 275
0 275
0 275
0 3910.16 74620
0 3910.16
0 224.21 74621
0 87.67
0 136.54
0 330.37 74622
0 330.37
0 3872.5 74623
0 3872.5
0 1680 74624
0 1680
0 242.77 74625
0 242.77
0 30.49 74626
0 30.49
0 470.58 74627
0 278.01
0 192.57
0 9720 74628
0 9720
0 343.75 74629
0 343.75
0 87 74630
0 87
0 750 74631
0 750
0 1053.5 74632
0 45
0 53.25
Packet: APPKT00086-11/9/2023-AP Check Run
Discount Amount Payment Amount Number
Discount Amount Payable Amount
0 45
0 45
02-01226874
02-01226893
02-01228045
02-01228479
02-01228480
02-01229206
02-01229228
02-01229595
02-01229596
02-01229659
INV0000101
INV0000102
INV0000103
03367
DP230442
10268
1953
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice
Invoice

DATAPROSE LLC
Invoice
Deltina Coffee Roasters
Invoice
10/12/2023
10/12/2023
11/07/2023
10/20/2023
10/20/2023
10/25/2023
11/07/2023
10/27/2023
11/07/2023
10/27/2023
10/17/2023
10/17/2023
10/19/2023
4TH STREET RECOVERY & HAUL AWAY
LOC# 100 CITY HALL RECOVERY & HAUL AW
LOC# 114 RAMONA RECOVERY & HAUL AW.

GRAND AVENUE MEDIANS RECOVERY & HA

GRAND AVE MEDIANS RECOVERY & HAUL A
LOC# 111 GROVER HEIGHTS PARK RECOVER
LOC# 114 RAMONA RECOVERY & HAUL AW.

LONGBRANCH RECOVERY & HAUL AWAY
LOC# 114 RAMONA RECOVERY & HAUL AW.

LOC# 114 RAMONA RECOVERY & HAUL AW.

POLICE STATION TRASH HAUL AWAY 10/17,

OAK PARK DEBRIS HAUL AWAY
RAMONA HAUL AWAY 10/19/2023
11/09/ 2023 Regular
11/06/2023 Utility Bi lling-Oct 2023
11/09/2023 Regular
11/08/2023 Office Supplies_coffee
10716 Digital West 11/09/ 2023 Regular
132763401-00104€ Invoice
132766501-00104€ Invoice
11/06/2023 Internet for 933 Ramona
11/06/2023 Internet for 1230 Trouville
10838
90843072
07453
INV0000210
08920
HG83121
07567
11354
01018
19550
02619
272058
275336
10485
INV0000221
10223
110623
10839
INV0000219
Ernest Packaging
Invoice
11/09/ 2023 Regular
11/06/2023 can liner, carry sack
GOODMAN MATTHEW 11/09/2023 Regular
Invoice 11/08/2023 MGoodman Educational Reimbursement
Hacienda Gardening 11/09/ 2023 Regular
Invoice 11/08/2023 GROPHER TRAPPING FOR OCTOBER 2023
Hale, David P - Law Offices of David 11/09/ 2023 Regular Invoice 11/ 06/2023 Oct 2023 Attorney Fees
HEACOCK TRAILERS & TRUCK ACCE! 11/09/2023 Regular
Invoice 11/03/2023 TRI BALL MOUNT FOR UTILITY TRAILER
J.B. DEWAR INC.

Invoice
Invoice
James Brannum
Invoice
Jim Munro
Invoice
Johany Perez
Invoice
11/09/2023 Regular
11/07/2023 gas stmt 10/1/23 to 10/15/23
11/06/2023 Dept Gas Stmt 10/16/23 to 10/31/23
11/09/2023 Regular
11/08/2023 2000791.002 R2982 16th 11.4.23 Brannum
11/ 09/2023 Regular
11/06/2023 per diem for Critical Considerations Trainin@ 11/ 09/ 2023 Regular
11/08/2023 2000790.002 R2975 16th 10.28.23 Perez
10844 Judith & Terry Higgins 11/09/2023 Regular
760 CORONADO CF Invoice 11/07/2023 760 CORONADO CASH FOR GRASS REBATE 10835
111323
10430
GBCC2023
04932
Check Register
Vendor Number
Payable#
Kameron Day 11/09/2023 Regular
Invoice 11/06/2023 per diem - PAS Op and Calibration on 12-11· Kestly Corporate Apparel 11/09/2023 Regular
Invoice 11/08/2023 CC Shirts_lnv GBCC2023
LexisNexis Risk Data Management, I 11/09/2023 Regular
Vendor Name
Payable Type
Payment Date Payment Type
Payable Date Payable Description
1716617-20231031 Invoice 11/06/2023 AVCC Subscrip - Ocotber 2023 08582
INV0000208
01277
24815
05352
Matthew Bronson
Invoice
11/ 09/2023 Regular
11/08/2023 ICMA Conference-Sept 2023_Per Diem
Med-Stops Medical Clinic, Inc 11/09/ 2023 Regular
Invoice 11/08/2023 Pre-Employment Physicals
Michael K. Nunley & Associates, Inc. 11/09/2023 Regu lar 0 64.75
0 45
0 57
0 109.25
0 45
0 97
0 73.5
0 48.5
0 45
0 45
0 45
0 92.5
0 97.75
0 2413.93 74633
0 2413.93
0 62.5 74634
0 62.5
0 338.2 74635
0 173.2
0 165
0 219.45 74636
0 219.45
0 918 74637
0 918
0 375 74638
0 375
0 14374.5 74639
0 14374.5
0 86.2 74640
0 86.2
0 8713.31 74641
0 4690.57
0 4022.74
0 87 74642
0 87
0 275 74643
0 275
0 87 74644
0 87
0 107.2 74645
0 107.2
0 235.97 74646
0 235.97
0 362.07 74647
0 362.07
0 891.37 74648
Packet: APPKT000SG-11/9/2023-AP Check Run
Discount Amount Payment Amount Number
Discount Amount Payable Amount
0 891.37
0 230 74649
0 230
0 1766 74650
0 1766
0 1117.55 74651
1039146 Invoice 11/08/2023 401 W GRAND AVENUE INFRASTRUCTURE F 0 1117.55 00328 MINERS HARDWARE 11/09/2023 Regular 0 1303.55 74652 521336 Invoice 10/ 02/2023 GRAND AVENUE LIGHTS SUPPLIES 0 54.27 521443 Invoice 10/03/2023 SUPPLIES FOR SHOP 0 17.38
521500 Invoice 10/04/2023 SUPPLIES FOR FACILITY MAINTENANCE 0 35 .88 521509 Invoice 10/04/2023 SUPPLIES FOR CITY HALL 0 19.12 521519 Invoice 10/04/2023 SUPPLI ES FOR CITY HALL 0 1.72 521604 Invoice 10/23/2023 keys 0 4.34
521618 Invoice 10/05/2023 LOC# 110 HERO PARK RESTROOM SUPPLIES 0 9.78 521693 Invoice 10/06/2023 STORAGE BOXES FOR CORP YARD CLOSET 0 86.91 521709 Invoice 10/23/2023 PULL LINE FOR WELL #1 0 20.65 521880 Invoice 10/10/2023 FOURTH STREET SUPPLIES 0 30.69 521922 Invoice 10/10/2023 SUPPLIES FOR TRUCK #407 0 7.8 522302 Invoice 10/16/2023 REMOTE GARAGE KEY CHAIN FOR CORP YAI 0 54.36 522335 Invoice 10/16/2023 LOC# 107 CORP YARD SUPPLIES 0 52.03 522341 Invoice 10/16/2023 PADLOCK FOR CORP YARD 0 54.32 522375 Invoice 10/17/2023 LOC# 116 SKATE PARK SUPPLIES 0 6.51 522429 Invoice 10/17/2023 LOC# 114 RAMONA PARK SUPPLIES 0 59.8 522463 Invoice 10/ 18/2023 SUPPLIES FOR CENTER MEDIANS 0 39.13 522499 Invoice 10/18/2023 1513 ATLANTIC - WATER LINE SUPPLI ES 0 30.42 522561 Invoice 10/19/2023 LOC# 114 TREE PRUNERS FOR RAMONA PAI 0 59.8 522644 Invoice 10/20/2023 LOC# 114 PRUNING SEAL FOR RAMONA PAI 0 10.86 522785 Invoice 11/02/2023 LOC# 111 GROVER HEIGHTS PARK SUPPLIES 0 29.34 522878 Invoice 11/02/2023 WATER DEPT SUPPLI ES 0 146.65 522879 Invoice 10/24/2023 ITEMS FOR TRUCK #407 0 27.18
522887 Invoice 10/24/2023 LOC# 107 POST M IX FOR CORP YARD 0 9.98 522912 Invoice 11/02/2023 LOC# 100 SUPPLIES FOR KITCHEN SINK DRA 0 13.04 522935 Invoice 10/ 25/2023 LOC# 100 TUBE LIGHTS FOR HALLWAY 0 20.65 522939 Invoice 10/25/2023 TOOLS FOR TRUCK #407 0 45.64
523083 Invoice 10/26/2023 SUPPLIES FOR SPRAY TRAILER 0 30.42 523141 Invoice 11/02/2023 LOC# 100 & 107 SUPPLIES FOR CITY HALL & 0 126.78 523155 Invoice 10/27/2023 GRAFFITI REMOVAL SUPPLIES EL CAM INO R 0 14.14 523172 Invoice 10/27/2023 LOC# 105 LIGHTBULBS FOR RAMONA CENTI 0 35 .88 523187 Invoice 10/27/2023 LOC# 100 TUBL LIGHTS FOR CITY HALL 0 27.17 523263 Invoice 10/30/2023 LOC# 107 SUPPLIES FOR CORP YARD 0 2.04 523285 Invoice 10/ 30/2023 SUPPLIES FOR WELL #1 0 4.34
523332 Invoice 10/30/2023 SUPPLIES FOR PARKS TRUCK 0 41.31 594817 Invoice 10/26/2023 LOC# 107 EXTENSION CORDS FOR SHOP 0 53.85 594818 Invoice 10/26/2023 PARTS FOR SPRAY TRAILER 0 12.92 594819 Invoice 11/ 02/2023 STREET SU PPLIES - CONCRETE M IX 0 6.45 ••v oict•• 11/09/2023 Regular 0 0 74653
10837 National Auto Glass 11/ 09/2023 Regular 0 340.31 74654 44453 Invoice 10/ 19/2023 REAR WINDOW REPLACEMENT #220 0 340.31 03680 New Times 11/09/ 2023 Regular 0 106 74655
360057 Invoice 11/08/2023 Newspaper Publication_lnv #360057 0 106 10236 Nicole Wallen 11/ 09/2023 Regular 0 87 74656
INV0000217 Invoice 11/08/2023 2000789.002 R2993 GH Upper 10.28.23 Ref 0 87 01213 NOBLE SAW 11/09/2023 Regular 0 42.93 74657
Vendor Number Vendor Name Payment Date Payment Type Discount Amount Payment Amount Number Payable # Payable Type Payable Date Payable Description Discount Amount Payable Amount 594389 Invoice 11/02/2023 2.5 GAL RED ARMOR OIL - MIX FOR FUEL 0 42.93 00570 Office Depot 11/09/2023 Regular 0 280.71 74658
330467726001 Invoice 11/07/2023 notebook, envelope moistener, post it note: 0 75.58 333508741001 Invoice 11/07/2023 Brother Toner TN310C 0 73.94 333509939001 Invoice 11/07/2023 Brother Toner TN310Y 0 73.94 INV0000165 Invoice 10/ 26/2023 326309570001 0 24.64
INV0000166 Invoice 10/26/2023 326307197001 0 32.61
07427 O'REILLY'S AUTOMOTIVE INC 11/09/2023 Regular 0 503.81 74659 3025-300784 Invoice 10/23/2023 Unit 204, Cool Tern Sen, Antifreeze, Stat Hsi 0 177.62 3025-301320 Invoice 10/07/2023 PARTS FOR TRUCK #220 0 114.19 3025-303719 Invoice 11/01/2023 Unit 200, oil filter, oil, cabin filter, air filte 0 112.65 3025-304687 Invoice 11/07/2023 PARTS FOR TRUCK #230 0 99.35 09578 Peak WiFi.com 11/ 09/2023 Regular 0 69.95 74660
2023-11-15462 Invoice 11/01/2023 INTERNET SERVICES FOR NITRATE PLANT N( 0 69.95 10023 Randy Gonzalez 11/09/2023 Regular 0 1071.25 74661 INV0000209 Invoice 11/08/2023 RGonzalez-Esparza Educational Reimburserr 0 1071.25 09654 Ready Refresh by Nestle 11/09/2023 Regular 0 256.27 74662 03J0900025271 Invoice 11/07/2023 Bottled water for City Hall 0 256.27 08324 Siteone Landscape Supply, LLC 11/09/ 2023 Regular 0 18.74 74663 135216270-001 Invoice 11/08/2023 GRAND AVE MEDIANS IRRIGATION SUPPLIE 0 18.74 00443 STREATOR PIPE & SUPPLY 11/ 09/2023 Regular 0 40.68 74664 Sl 708672.001 Invoice 11/08/2023 LOC# 109 16TH STREET PARK RESTROOM Sl 0 40.68 03189 TEMPLETON UNIFORMS 11/09/2023 Regular 0 1011.47 74665 3087 Invoice 11/06/2023 Uniforms for Isabella Martinez 0 1011.47 08956 The Emblem Authority 11/09/ 2023 Regular 0 596 74666 43907 Invoice 11/ 07/2023 GBPD Ch ri stmas Stickers 0 596 10566 Tyler Technologies, Inc 11/09/2023 Regular 0 6380 74667 025-443839 Invoice 11/06/2023 Oct 2023 Financials-Project 6001 0 6380 10187 UNITED STAFFING ASSOCIATES, LLC 11/09/ 2023 Regular 0 1252.55 74668 228585 Invoice 11/07/2023 Temporary Employment for ASD 10-29-23 0 1252.55 05101 US BANK CORPORATE PAYMENT SYI 11/09/2023 Regular 0 35688.69 74669 Statement 11/9/2023 City Employee Credit Card Charges 0 06044 VERIZON WIRELESS 11/09/2023 Regular 0 1608.01 74677 9947838098 Invoice 11/08/2023 Cell Phone Stmt 9/27 /23 to 10/26/23 0 1608.01 Bank Code AP - Grover Beach Summary
Payable Payment
Payment Type Count Count Discount Payment
Regular Checks 245 52 0.00 111,992.50
Manual Checks 0 0 0.00 0.00
Voided Checks 0 8 0.00 0.00
Bank Drafts 0 0 0.00 0.00
EFT's 0 0 0.00 0.00
245 60 0.00 111,992.50

ACCOUNTS PAYABLE
CHECK DATE 11/16/2023
Check Register
City of Grover Beach, CA Packet: APPKT00104 - AP CHECK RUN 11-16- 23 Vendor Number Vendor Name Payment Date Payment Type
Payable# Payable Type Payable Date Payable Description
Bank Code: AP - Grover Beach-Mechanics Bank - Grover Beach 10817 Audrey Goble C/O California West 11/ 16/ 2023 Regular Account 1121897 Invoice 11/01/2023 Closed Account Refund Balance 10816
Account 111128
03963
7826-1112368
10825
Account 1120449
10572
52826
52827
53649
53650
53651
07495
81338872
07495
81337729
04096
12871
12872
10838
90846201
10833
Account 1120893
00872
104358
08104
INV0000268
08104
INV0000267
00762
INV0000270
Bi lli Boultinghouse C/O Signature Pr, 11/ 16/ 2023 Regular Invoice 11/01/2023 Closed Account Refund Balance
CALIFORNIA ELECTRIC SUPPLY 11/16/ 2023 Regular
Invoice 11/08/2023 MOGUL SKT LAMPH OLDERS
Coreen and Stephen Lain 11/16/ 2023 Regular
Invoice 11/01/2023 Closed Account Refund Balance
CSG Consultants, Inc 11/ 16/ 2023 Regular
Invoice 08/28/2023 CSG Inspections July2023-Hurst
Invoice 08/28/2023 CSG Inspections July 2023 - Moore
Invoice 10/18/2023 CSG Inspections AugSept2023 - Sadowski S~ Invoice 10/18/2023 CSG Inspections AugSept2023 - Hurst
Invoice 10/18/2023 CSG Inspections AugSept023-Meditch
DE LAGE LANDEN 11/16/ 2023 Regular
Invoice 11/15/2023 Copier lease 11/ 1/ 23 to 11/30/23 Cannabis DE LAGE LANDEN 11/16/ 2023 Regular
Invoice 11/ 15/2023 Copier lease 11/1/ 23 to 11/30/23 Records DJ'S PLUMBING INC 11/16/ 2023 Regular
Invoice 11/01/2023 LOCII 104 CLEARED STOPPAGE AT 3 COMPA Invoice 11/02/2023 LOC# 116 CLEARED STOPPAGE AT TOILET - 1 Ernest Packaging 11/16/2023 Regular
Invoice 11/ 15/2023 property/ evidence supplies
Fabiola Perez 11/16/ 2023 Regular
Invoice 11/02/2023 Closed Account Refund Balance
FARM SUPPLY COMPANY 11/ 16/ 2023 Regular
Invoice 11/15/2023 PROPANE BY THE GALLON FOR FORKLIFT
FRANCHISE TAX BOARD 11/16/2023 Regular
Invoice 11/ 16/2023 Franchise Tax Board Garnishment
FRANCHISE TAX BOARD 11/ 16/ 2023 Regular
Invoice 11/16/2023 Franchise Tax Boa rd Garnishment
GROVER BEACH POLICE OFFICERS A 11/16/ 2023 Regular
Invoice 11/16/2023 Grover Beach Police Officers Assoc. Dues 11 00263 GROVER TOOL RENTAL 11/16/2023 Regular
1-545583 Invoice 11/ 08/2023 BOOM LI FT TOW BEHIND RENTAL 11/ 08/20 10834 Helen Kelly McKenna 11/ 16/2023 Regular
Account 1121459 Invoice 11/02/2023 Closed Account Refund Balance 07985
2098
INFORMATION TECHNOLOGY 11/ 16/2023 Regular
Invoice 11/15/2023 CJIS Portal Access Ql July-Sept 23-24 10851 Isaac Oseguera 11/ 16/ 2023 Regular
11/13/23 Invoice 11/15/2023 IDR Advance Payment 11/13/23 02946 JAS PACIFIC 11/16/2023 Regular
PC 6814 Invoice 10/05/2023 Sept2023JASbldgPlanChecks
10824 Jason Greig 11/ 16/2023 Regular
Account #21010 Invoice 11/01/2023 Closed Account Refund Balance 10813 Jesus Medina 11/ 16/2023 Regular
By Check Number
Payment Amount Number
178.01 74678
606.09 74679

77.63 74680

32.49 74681
4061.25 74682

67.43 74683
312.12 74684
437.5 74685
120.77 74686

7.68 74687

18.75 74688
75 74689
100 74690
1045 74691
285 74692

29.35 74693
160.92 74694
1976.1 74695
2370.5 74696
117.35 74697
165 .87 74698
l
Account #14204 Invoice 11/01/2023 Closed Account Refund Balance 08450
oct2023
Kawagoe, Kent M. PH.D., Licensed P 11/16/2023 Regular
Invoice 11/15/2023 psychological exam
10832 Lea h Golden 11/16/ 2023 Regular
Account #21555 Invoice 11/02/2023 Closed Account Refund Balance 10827 Lowell A. Simmons 11/16/2023 Regular
Account #8546 Invoice 11/01/2023 Closed Account Refund Balance 10826 Mackenzie Sowers 11/16/2023 Regular
Account #21394 Invoice 11/01/2023 Closed Account Refund Balance 10855 Nipomo Property Mangement C/0 ~ 11/16/2023 Regular Account #21876
07427
3025-305991
Invoice 11/15/2023 228 No 12th Street
O'REILLY'S AUTOMOTIVE INC 11/16/ 2023 Regular
Invoice 10/30/2023 LIGHTS FOR TRAILER
10815 Patricia Fiske 11/16/2023 Regular
Account #20965 Invoice 11/01/2023 Closed Account Refund Balance 10814 Pedro Alvarado Avila 11/16/ 2023 Regular
Account #21480 Invoice 11/01/2023 Closed Account Refund Balance 10831 Rita and Mary Garcia 11/16/2023 Regular
Account #10817 Invoice 11/02/2023 Closed Account Refund Balance 10811 Sea n M. Gottlieb 11/16/2023 Regular
Account# 19366 Invoice 11/01/2023 Closed Account Refund Balance 10173 STACY JOHNSON OBA ARROYO GRA 11/16/2023 Regular
10627
04326
INV0000266
INV0000269
Invoice 11/15/2023 Mirror for Wellness Room
STATE DISBURSEMENT UNIT 11/ 16/ 2023 Regular
Invoice 11/16/2023 Child Support Garnishment
Invoice 11/16/2023 Child Support Garnishment
10187 UNITED STAFFING ASSOCIATES, LLC 11/16/2023 Regular INV0000264
INV0000265
Invoice 10/ 18/2023 Temporary Employment for ASD W/E 10-15 Invoice 11/08/2023 Temporary Employment for ASD W/E 11-5-; Bank Code AP - Grover Beach Summary
Payable Payment
Payment Type Count Count Discount
Regular Checks 41 34 0.00
Manual Checks 0 0 0.00
Voided Checks 0 0 0.00
Bank Drafts 0 0 0.00
EFT's 0 0 0.00
41 34 0.00
300 74699

57.22 74700
128.63 74701
144.36 74702
10 74703

30.04 74704
141.56 74705
149.4 74706
119.99 74707
139.92 74708
676.36 74709
382 74710
2254.89 74711
Payment
16,779.18

0.00 0.00

0.00 0.00
16,779.18
11/16/2023 1:01:47 PM Page 3 of 3

ACCOUNTS PAYABLE
CHECK DATE 11/22/2023
,---------- ----------------- - ------------ --- --- -- Vendor Number
Payable#
City of Grover Beach, CA
Vendor Name
Payable Type
Payment Date Payment Type
Payable Date Payable Description
Bank Code: AP - Grover Beach-Mechanics Bank - Grover Beach 06749 ACTIVE NETWORK LLC 11/22/2023 Regular
INV0000282 Invoice 11/21/2023 4100180467 .Active Network 06381 AFLAC 11/22/2023 Regular
889626 Invoice 11/21/2023 AFLAC employee premiums-Nov 2023 02984 AGP Video 11/22/2023 Regular
9287 Invoice 11/21/2023 PC Mtg_l0-3 and CC Mtg 10-10 &10-23 10447 AMAZON CAPITAL SERVICES 11/22/ 2023 Regular
Check Register
Packet: APPKT00118 - AP Check Run 11-22-23
By Check Number
Discount Amount Payment Amount Number
Discount Amount Payable Amount
0 2100 74712
0 2100
0 655.74 74713
0 655.74
0 2475 74714
0 2475
0 406.41 74715
1DXR-NTD3-HQLQ Invoice 11/20/2023 VIVO Stand Dual monitor free sta nding des 0 206.55 1PHM-QDFK-VM4l Invoice 11/21/2023 Amazon Inv 1PHM-QDFK-VM4L_-office sur 0 199.86 08183 Anna Lanier 11/22/2023 Regular 0 2037 74716
INV0000272 Invoice 11/21/2023 CFS.Nov2023TinyTots 0 2037 05423 ARAMARK UNIFORM SERVICES AU~ 11/22/2023 Regular 0 1079.97 74717 5020415047 Invoice 11/13/2023 UNIFORM SERVICES 0 224.54 INV0000098 Invoice 10/02/2023 UNIFORM SERVICES 10/02/2023 0 179.63 INV0000099 Invoice 10/09/2023 UNIFORM SERVICES 10/09/2023 0 169.81 INVOO00l00 Invoice 10/16/2023 UNIFORM SERVICES 10/16/2023 0 169.81 INVOO00ll0 Invoice 10/23/2023 UNIFORM SERVICES 10/23/2023 0 336.18 **Void** 11/22/ 2023 Regular 0 0 74718
07447 ARROYO GRANDE CHEVROLET 11/22/2023 Regular 0 95S.6 74719 62422 Invoice 11/21/2023 Unit 204, vacuum brake booster fa iled, rep 0 955.6 00343 AT&T 11/22/2023 Regular 0 125.72 74720
11/7/2023 Invoice 11/21/2023 Monthly charges 11/72023-12/6/2023 0 125.72 04658 Avenu Insights & Analytics 11/22/2023 Regular 0 530.73 74721 INV06-017393 Invoice 11/20/2023 STARS-2nd Qtr 2023 Data 0 450 INV06-017625 Invoice 11/20/2023 SUTA-Services for tax quarter ending June 0 80.73 10857 Beach Front Automotive & Smog 11/22/ 2023 Regular 0 49.75 74722 000155 Invoice 11/21/2023 Unit 216, smog 0 49.75
02719 BLUE SHIELD OF CA LIFE & HEALTH 11/22/2023 Regular 0 730.25 74723 Dec 2023 Invoice 11/21/2023 233170040462-Employee insurance premi 0 730.25 10795 Bob Murray & Associates 11/22/2023 Regular 0 10474.9 74724 10371 Invoice 11/21/2023 Boby Murray_lnv 10371_ASD Search 0 10474.9 02531 Burdine Printing 11/22/2023 Regular 0 82.78 74725 48245 Invoice 11/21/2023 Burdine - Inv 48245_Name tag-plates 0 82.78 10766 Centra l Coast Balboa 11/22/2023 Regular 0 479.5 74726 INV0000278 Invoice 11/21/2023 CFS.Balboa.Nov2023 0 479.5 10535 Charlotte L Ritter 11/22/2023 Regular 0 80.5 74727 INV0000275 Invoice 11/21/2023 CFS.DanFit.Body.Nov2023 0 80.5 05789 COUNTY OF SAN LUIS OBISPO ENVI 11/22/2023 Regular 0 1789 74728 IN0147425 Invoice 11/06/2023 HAZMAT DISCLOSURE ANNUAL INVOICE 1: 0 557 IN0147428 Invoice 11/06/2023 HAZMAT DISCLOSURE ANNUAL INVOICE - : 0 557 IN0147965 Invoice 11/06/2023 HAZMAT DISCLOSURE ANNUAL INVOICE 1: 0 675 10166 CRISP ENTERPRISES DBA CRISP IM/\ 11/22/2023 Regular 0 374.65 74729 11/22/2023 10:19:12 AM Page 1 of 4
Check Register Packet: APPKT00118-AP Check Run 11-22-23 Vendor Number Vendor Name Payment Date Payment Type Discount Amount Payment Amount Number Payable# Payable Type Payable Date Payable Description )iscount Amount Payable Amount 439432 Invoice 11/17/2023 PLAN SETS FOR 2295-16 0 374.65 07495 DE LAGE LANDEN 11/22/2023 Regular 0 227.29 74730
81312204 Invoice 11/21/2023 Nov 2023-Lease Sharp/MX-5071 0 227.29 10849 Deanne Stote 11/22/2023 Regular 0 87 74731
INV0000283 Invoice 11/21/2023 2000792.002.3002.Stote.11.11.23 Stote GI 0 87 04562 DEPT OF JUSTICE ACCOUNTING OFI 11/22/2023 Regular 0 1024 74732 691928 Invoice 11/21/2023 LiveSca n Oct 2023 0 1024
10167 Doomsday Skate, LLC 11/22/2023 Regular 0 336 74733 INV0000279 Invoice 11/21/2023 CFS.DDSkate. Nov2023 0 336 01362 EXECUTIVE JANITORIAL INC. 11/22/2023 Regular 0 7110 74734 87814 Invoice 11/20/2023 LOC# 107 CORP YARD JANITORIAL SERVICE 0 500 87815 Invoice 11/20/2023 LOC# 100 & 101 JANITORIAL SERVICES NOi 0 2650 87816 Invoice 11/20/2023 LOC # 103 TRAIN STATION & PARKS JANITC 0 2860 INV0000280 Invoice 11/21/2023 87817.EJ .Nov2023.GBCC.RGP 0 1100 01558 FRANK'S LOCK & KEY 11/22/2023 Regular 0 1527.51 74735 54461 Invoice 11/17/2023 LOC# 100 ADJUST CLOSER AND ARM EMPL 0 95 54462 Invoice 11/17/2023 LOC# 109 INSTALL NEW LOCK & DEADBOLI 0 211.67 q1117231 Invoice 11/21/2023 Jail cell conversion - Gym 0 1220.84 08721 ICMA 11/22/2023 Regular 0 2400 74736
INV0000285 Invoice 11/21/2023 ICMA_City Manager Dues 2024 0 1200 INV0000286 Invoice 11/21/2023 ICMA_Assita nt City Manager 2024 Dues 0 1200 02619 J.B. DEWAR INC. 11/22/2023 Regular 0 4767.48 74737 278224 Invoice 11/21/2023 Gas Stmt 11-1-23 to 11-15-23 0 3684.28 278225 Invoice 11/21/2023 Gasoline charges for PW vehicles 0 1083.2 10856 Javier Garcia 11/22/2023 Regular 0 797 74738
000002891 Invoice 11/20/2023 THE ULTIMATE CIVIL PE REVIEW COURSE J. 0 797 09973 Jennifer Ann Anderson 11/22/2023 Regular 0 8.4 74739 INV0000276 Invoice 11/21/2023 CFS.Yoga .Nov2023 0 8.4
10848 Jennifer David 11/22/2023 Regular 0 87 74740
INV0000284 Invoice 11/21/2023 2000793.002.R2986.David.Refund. 11.20.2 0 87 10347 KIMBALL MIDWEST 11/22/2023 Regular 0 433.04 74741 101624067 Invoice 11/08/2023 SUPPLIES FOR CORP YARD & SHOP 0 277.32 101624072 Invoice 11/08/2023 CLAMPS & CABLE TIES FOR CORP YARD 0 155.72 07613 Kristopher Doe 11/22/2023 Regular 0 564.66 74742
INV0000277 Invoice 11/21/2023 CFS.Paint.Nov2023.Pmt3 0 564.66 03680 New Times 11/22/2023 Regular 0 263 74743
360300 Invoice 11/21/2023 New Times Inv# 360300_Newpaper Ads 0 157 360574 Invoice 11/21/2023 New Times Inv# 360574_Newspaper Ads 0 106 00570 Office Depot 11/22/2023 Regular 0 813.39 74744
333159621-001 Invoice 11/08/2023 red folders, green folders 0 96.28 334632034001 Invoice 11/21/2023 Supplies 0 119.66
338788223001 Invoice 10/23/2023 OFFICE SUPPLIES FOR CORP YARD OFFICE 0 91.99 338792610001 Invoice 10/24/2023 CLIPBOARDS FOR CORP YARD OFFICE 0 30.87 INV0000180 Invoice 10/02/2023 334907713.001.Office Supplies 0 263.35 INV0000183 Invoice 10/06/2023 334904441-001 Yellow Toner 0 211.24 07976 PHELAN KATHRYN 11/22/2023 Regular 0 429.8 74745
INV0000273 Invoice 11/21/2023 CFS.TaiChi.Stretch.112023 0 429.8 096S4 Ready Refresh by Nestle 11/22/2023 Regular 0 179.35 74746 11/22/2023 10:19:12 AM Page 2 of 4
Check Register Packet: APPKT00118-AP Check Run 11-22-23 Vendor Number Vendor Name Payment Date Payment Type Discount Amount Payment Amount Number Payable# Payable Type Payable Date Payable Description )iscount Amount Payable Amount 03J0900006669 Invoice 11/02/2023 DRI NKING WATER FOR CORP YARD OCT 20 0 179.35 08834 Rotary Club of Grover Beach - Five< 11/22/2023 Regular 0 425 74747 INV0000287 Invoice 11/ 21/2023 Rotary of GB_lnvoices: 5659, 5660, 5680, 5 0 425 02491 SAFETY-KLEEN SYSTEMS INC. 11/22/ 2023 Regular 0 206.74 74748 92864452 Invoice 10/20/2023 FU EL SURCHARGE, CHEM. FEE, GASTEC AO 0 206.74 00322 SANDY MERSHON 11/22/2023 Regular 0 3255.03 74749
INV0000274 Invoice 11/21/2023 CFS.TinyTots. Nov2023 0 3131.1 INV0000281 Invoice 11/21/2023 Reimb.TT.Nov2023 0 123.93 10706 SCA of CA, LLC 11/22/2023 Regular 0 6152.72 74750 72569VS Invoice 10/31/2023 STREET SWEEPING SERVICES OCTOBER 20; 0 6152.72 06953 SENTINEL SECURITY SOLUTIONS, In 11/22/2023 Regular 0 359.55 74751 84638 Invoice 11/12/2023 CORP YARD SECU RITY MONITORING CDEF 0 119.85 84639 Invoice 11/12/2023 CORP YARD SECU RITY MONITORING B DEC 0 119.85 84640 Invoice 11/12/2023 CORP YARD SECURITY MONITORING A DEC 0 119.85 08324 Siteone Landscape Supply, LLC 11/22/2023 Regular 0 237.28 74752 135877808-001 Invoice 11/15/2023 GRAND AVENUE MEDIAN SUPPLIES 0 37.48 136173687-001 Invoice 11/02/2023 ROUNDUP PROMAX HERBICIDE 0 199.8 00437 SOUTHERN CALIF GAS CO 11/22/2023 Regular 0 305.48 74753 11/13/23 Invoice 11/21/2023 Gas charges for City Facilities 10/12/23-111 0 305.48 07174 STATE OF CALIFORNIA-ENERGY RES 11/22/2023 Regular 0 12809.82 74754 11834 Invoice 11/20/2023 Loan principal 0 12809.82
10845 Stephanie and Michael Lacalle 11/22/2023 Regular 0 239.8 74755 11-7-23 Invoice 11/20/2023 Refund ofTOT-STR0135 0 239.8 08393 TASC - Client Invoices 11/22/2023 Regular 0 2622.4 74756 IN2935971 Invoice 11/20/2023 FSA Admin Fees and Renewal Fee 0 2622.4 06565 THE LINCOLN NATIONAL LIFE INSUI 11/22/2023 Regular 0 4897.06 74757 Nov 2023 Invoice 11/20/2023 Nov 2023 Employee insurance premiums 0 2610.61 Oct 2023 Invoice 11/20/2023 Oct 2023-Employee insurance premiums 0 2286.45 06895 Traffic Management, Inc. 11/22/2023 Regular 0 54.4 74758 06-103443 Invoice 11/21/2023 SAND BAG FILLING STATION SIGN 0 54.4 04191 ULTREX 11/22/2023 Regular 0 58.42 74759
3932285 Invoice 11/21/2023 Copier usage 10-18-23 to 11-17-23 Record 0 58.42 09981 Vita l Records Holdings, LLC 11/22/2023 Regular 0 174.15 74760 3892603SBP1 Invoice 11/21/2023 Document storage-Oct 2023 0 174.15 Bank Code AP - Grover Beach Summary
Payable Payment
Payment Type Count Count Discount Payment
Regular Checks 75 48 0.00 77,280.27
Manual Checks 0 0 0.00 0.00
Voided Checks 0 1 0.00 0.00
Bank Drafts 0 0 0.00 0.00
EFT's 0 0 0.00 0.00
75 49 0.00 77,280.27
11/22/2023 10: 19: 12 AM Page 3 of 4
Check Register
11/22/2023 10: 19: 12 AM
Fund
999
Name
Pooled Cash
Fund Summary
Period
11/2023
Packet: APPKT00118-AP Check Run 11-22-23
Amount
77280.27
77280.27

Page 4 of 4 ends

ACCOUNTS PAYABLE
CHECK DATE 11/30/2023
Vendor Number
Payable#
City of Grover Beach, CA
Vendor Name
Payable Type
Payment Date Payment Type
Payable Date Payable Description
Bank Code: AP - Grover Beach-Mechanics Bank - Grover Beach 05138 AM Peche & Associates LLC 11/30/2023 Regular
11/30/23 Invoice 11/30/2023 Hourly services for Financial Consulting 11/30/2023 Regular
Check Register
Packet: APPKT00135 - AP Check Run 11-30-23
By Check Number
Discount Amount Payment Amount Number
Discount Amount Payable Amount
0 318.75 74761
0 318.75
01401 0 132.06 74762
5503517781

AIRGAS USA LLC
Invoice 10/31/2023 LARGE ACETYLENE, ARGON & OXYGEN TAr 0 132.06 10447 AMAZON CAPITAL SERVICES 11/30/2023 Regular
lMLR-QRGM-TPDE Invoice 11/27/2023 1MLR-QRGM-TPD6-Anker 4-port USB 1QRG-L9Y6-GWPY Invoice 11/28/2023 1QRG-L9Y6-GWPY-USB Microphone-Stand 05553
Q2FY2023-24
07447
17030
ANIMAL SERVICES ATTN : ACCOUNl 11/30/ 2023 Regular
Invoice 11/28/2023 Animal Services Q2 FY 2023-24
ARROYO GRANDE CHEVROLET 11/30/2023 Regular
Invoice 11/28/2023 Unit 205, Pump kit, outlet
05420 AT&T 11/30/2023 Regular
0000208687852 Invoice
11/22/2023 Invoice
11/29/2023 0000208687852-10/25/23-11/24/23
11/29/2023 11/22/2023-10/22/23-11/21/23-CityHall&
10857
172
00130
2311-238088
2311-238833
**Void** 11/30/2023 Regular
Beach Front Automotive & Smog 11/30/2023 Regular
Invoice 11/16/2023 SMOG CERT FOR #603 CODE COMPLIANCE
BURKE AND PACE OF ARROYO GRA 11/30/2023 Regular
Invoice 11/08/2023 REBAR RAILROAD TIES & WELDTEC AUGER
Invoice 11/13/2023 TIE TOOL, DFl & BETTER, ALL THREAD, EPC 02175 CHARTER COMMUNICATIONS 11/30/2023 Regular
170584601112123 Invoice 11/29/2023 170584601112123-ll/21/23-12/20/23-lnt 00262
11/1/2023
00404
950
970
07495
81467563
10858
INV0000290
08104
INV0000294
08104
INV0000295
00247
2795
00762
INV0000296
08375
INV0000291
12/ 4/2023 10: 51 :46 AM
CITY OF GROVER BEACH WATER DE 11/30/2023 Regular
Invoice 11/27/2023 11/1/2023 - City Water Accounts
COUNTY OF SAN LUIS OBISPO DEPl 11/30/2023 Regular
Invoice 11/29/2023 950-Flood Control Zone 3-FY 2023-24
Invoice 11/29/2023 970-Flood Control Zone 3 Lopez Contract

DE LAGE LANDEN
Invoice
Emely Aragon
Invoice
11/30/2023 Regular
11/28/2023 Laserfiche lease 11/15/23 to 12/14/23
11/30/2023 Regular
11/29/2023 2000795.002 Aragon GH Upper security de
FRANCHISE TAX BOARD 11/30/2023 Regular
Invoice 11/30/2023 Garnishment
FRANCHISE TAX BOARD 11/30/2023 Regular
Invoice 11/30/2023 Garnishment
G.T. COX ELECTRIC
Invoice
11/30/2023 Regular
11/10/2023 MEDIAN LIGHTING 8TH AND 9TH STREET
GROVER BEACH POLICE OFFICERS t 11/30/2023 Regular
Invoice 11/30/2023 Grover Beach POA Dues 12-1-23
Hickman, Marshalla
Invoice
11/30/2023 Regular
11/29/2023 Reimb parade decor 2023
0 276.57 74763
0 54.25
0 222.32
0 23784.75 74764
0 23784.75
0 341.52 74765
0 341.52
0 2956.63 74766
0 2269.44
0 687.19
0 0 74767
0 148 74768
0 148
0 972.69 74769
0 389.53
0 583.16
0 746.71 74770
0 746.71
0 14719.48 74771
0 14719.48
0 694905.19 74772
0 666188.12
0 28717.07
0 108.74 74773
0 108.74
0 87 74774
0 87
0 100 74775
0 100
0 75 74776
0 75
0 1379 74777
0 1379
0 1045 74778
0 1045
0 31.28 74779
0 31.28

Page 1 of 3 ends

Check Register
Vendor Number Vendor Name Payment Date Payment Type
Payable# Payable Type Payable Date Payable Description
09948 ManRock Brewing Company 11/30/2023 Regular
ARPA-Facade Gran Invoice 11/22/2023 ARPA-Facade Grant
00326
370689
370727
MIER BROS LANDSCAPE PRODUCTS 11/30/2023 Regular
Invoice 11/09/2023 FILL SAND
Invoice 11/09/2023 FILL SAND
PACIFIC GAS AND ELECTRIC 11/30/2023 Regular
Packet: APPKT00135-AP Check Run 11-30-23
Discount Amount Payment Amount Number
Discount Amount Payable Amount
0 3723 74780
0 3723
0 532.28 74781
0 266.14
0 266.14
00344 0 363.24 74782
11/7/2023 Invoice 11/28/2023 Public Works Electric Charges - 10/9/23-11 0 363.24 07353
102023203
03840
GBHP23
10002
INV0000288
04326
INV0000292
04326
INV0000293
00657
440062714
INV0000289
10566
025-443645
025-444475
04191
3933494
10187
INV0000271
INV0000297
06596
51650224
51650225
12/ 4/ 2023 10: 51 :46 AM
PHOENIX GROUP INFORMATION s, 11/30/2023 Regular
Invoice 11/28/2023 Parking Citation Services Oct 2023

RICH ROLSON
Invoice
11/30/2023 Regular
11/29/2023 Holiday Parade Sound Payment 2023
Siyaram LLC Dba Holiday Inn Expre! 11/30/2023 Regular
Invoice 11/29/2023 Holiday Inn Summer Concert band rooms ; STATE DISBURSEMENT UNIT 11/30/ 2023 Regular
Invoice 11/30/2023 Garnishment
STATE DISBURSEMENT UNIT 11/30/2023 Regular
Invoice 11/30/2023 Garnishment
TERMINIX PROCESSING CENTER 11/30/2023 Regular
Invoice 11/07/2023 PEST CONTROL SERVICES LOC #102
Invoice 11/29/2023 439699201 GBCC
Tyler Technologies, Inc 11/30/2023 Regular
Invoice 11/28/2023 025-443645 - lncode Hardware & Maint Invoice 11/28/2023 025-44447S - Configuration Pro Financials ULTREX 11/30/ 2023 Regular
Invoice 11/28/2023 Copier usage 10/21/23 to 11/20/23 Canna UNITED STAFFING ASSOCIATES, LL( 11/30/2023 Regular
Invoice 11/lS/2023 Temporary Employment for ASD WE 11-12 Invoice 11/22/2023 Temporary Employment for ASD
UNIVAR USA INC 11/30/2023 Regular
Invoice 11/20/2023 SOD HYPO
Invoice 11/20/2023 CAUSTIC SODA
Bank Code AP - Grover Beach Summary
Payable Payment
Payment Type Count Count
Regular Checks 40 31
Manual Checks 0 0
Voided Checks 0 1
Bank Drafts 0 0
EFT's 0 0
40 32
Discount

0.00 0.00

0.00 0.00
0 1195.94 74783
0 1195.94
0 1650 74784
0 1650
0 3959.36 74785
0 3959.36
0 250 74786
0 250
0 132 74787
0 132
0 307.72 74788
0 133
0 174.72
0 10261.33 74789
0 1271.33
0 8990
0 91.93 74790
0 91.93
0 2143.67 74791
0 990.12
0 1153.55
0 2804.34 74792
0 860.54
0 1943.8
Payment
769,543.18

0.00 0.00

0.00 0.00
769,543.18

Page 2 of 3 ends

Check Register
12/4/2023 10: 51 :46 AM
Fund
999
Name
Pooled Cash
Fund Summary
Period
11/2023
Packet: APPKT00135-AP Check Run 11-30-23
Amount
769543.18
769543.18

Page 3 of 3 ends

DESCRIPTION OF RESOURCES AMOUNT
Balance from October 31, 2023 $ 4,223,765.68
Deposit from Private Improvements 6,500.00
Deposit from Interest 11/30/2023 13,671.24
Total Resources $ 4,243,936.92

DESCRIPTION OF EXPENDITURES AMOUNT
Transfers for Staff Time:

Payroll Expenses 15,846.34
Payroll adjustment
Transfers for Non-Construction and Other:

Accounts Payable Expenses 693.40
Total Expenditures $ 16,539.74
Cash Balance as of November 30, 2023 $ 4,227,397.18
Respectfully,
Lorena Zarate
Finance Manager

CITY OF GROVER BEACH
2022 STREETS BOND ACCOUNT ($10,000,000)
Treasurer's Report for December 11, 2023 City Council Meeting November 1, 2023 to November 30, 2023
Agenda Item No. 2

MINUTES

CITY COUNCIL MEETING
MONDAY, NOVEMBER 13, 2023
CALL TO ORDER Mayor Bright called the meeting to order at 6:00 p.m. in the City Hall Council Chamber, 154 South Eighth Street, Grover Beach, California.

FLAG SALUTE The flag salute was led by Soren Jeffries, an 8 ½ year old, 3rd grader at Grover Heights Elementary.

ROLL CALL
City Council: Council Members Daniel Rushing, Clint Weirick, Zach Zimmerman, Mayor Pro Tem Robert Robert, and Mayor Karen Bright were present.

City Staff: City Manager Matthew Bronson, City Attorney David Hale, Assistant City Manager Kristin Eriksson, City Clerk Wendi Sims, Police Chief John Peters, Administrative Services Director Deanne Purcell, Community Development Director Megan Martin, Interim Public Works Director/City Engineer Steve Kahn, and Five Cities Fire Authority Fire Chief Steven Lieberman were also present.

CLOSED SESSION ANNOUNCEMENTS
None

AGENDA REVIEW
Action: Upon unanimous consensus, the Council adopted the agenda as presented.

CEREMONIAL CALENDAR

1. Proclamation for National Hospice and Palliative Care Month was read by Council Member Rushing and accepted by Renee Howard, Treasurer of the Hospice of San Luis Obispo County.

2. Proclamation for National Apprenticeship Month was read by Mayor Pro Tem Robert and accepted by Diana Marin, Program Manager of the SLO County Workforce Development Board.

3. Proclamation for Family Court Awareness Month was read by Council Member Weirick and accepted by Tina Swithin.

PRESENTATIONS

4. Introduction of New City Employees: Larry Kim – Community Services Supervisor; Alejandro (Alex) Castillo - Maintenance Worker I, Jose Chavez - Maintenance Worker I, Eric Green – Maintenance Worker I; Raul Vargas – Maintenance Worker I; Trenten Howell – Police Trainee; Raul Chavez-Garcia – Police Officer; Isabella Martinez – Police Officer; Ryan Bird - Five Cities Fire Authority Battalion Chief Agenda Item No. 3
Minutes: City Council Meeting Page 2
Monday, November 13, 2023

PUBLIC COMMUNICATIONS Due to the number of speakers in the chamber the Mayor informed the public that the Council would allow up to 15 minutes of Public Comment at this time, with additional communication after the Regular Business Items. Then the Mayor opened the floor to any member of the public for comment on items of interest which were within the jurisdiction of the City Council but were not listed on the agenda. • David Ekbom
• Stacy Korsgaden
• Brenda Auer
• Debbie Peterson
• Randall Myrick
• Kelly Phillips

CONSENT AGENDA
It was motioned by Council Member Rushing and seconded by Mayor Pro Tem Robert to approve Consent Agenda Item Nos. 5, 6, 7, 8, 9, 10, 11, and 12 as recommended. The motion carried on the following roll call vote:

AYES: Council Members – Rushing, Weirick, Zimmerman, Mayor Pro Tem Robert and Mayor Bright
NOES: Council Members – None
ABSENT: Council Members – None
ABSTAIN: Council Members – None

5. Treasurer’s Report for the Period October 1, through October 31, 2023 Action: Approved the Treasurer’s Report as submitted.

6. Treasurer’s Report for the 2022 Streets Bond Account - $10,000,000 for the Period October 1, through October 31, 2023
Action: Approved the Treasurer’s Report as submitted.

7. Minutes of the City Council Meeting on Tuesday, October 23, 2023 Action: Approved the minutes as submitted.

8. FY 2023-24 First Quarter Financial Review
Action: Received and filed the FY 2023-24 First Quarter Financial Review.

9. Appointment to the Parks, Recreation, and Beautification Commission Action: Confirmed and approved Mayor Bright’s recommendation and adopted Resolution No. 23-34 to appoint LaShawnda Scaccianoce to fill the vacated four-year seat which will expire on May 31, 2027.

Resolution No. 23-34: A Resolution of the City Council of the City of Grover Beach, California authorizing the appointment of LaShawnda Scaccianoce to the Grover Beach Parks, Recreation Minutes: City Council Meeting Page 3
Monday, November 13, 2023

10. Award of Professional Services Agreement for Citywide Landscape Maintenance Action: Awarded a Professional Services Agreement to Allweather Landscape for Citywide Landscape Maintenance services for an annual cost of $93,693 and authorized the Mayor to execute the agreement on behalf of the City.

11. Award of Consulting Services Agreement for the Water Reservoir Tank Rehabilitation Design (CIP 4391)
Action: Approved a Consulting Services Agreement with MKN Engineers for $103,153 for the Water Reservoir Tank Rehabilitation Design Project (CIP 4391); authorized the Mayor to execute the agreement on behalf of the City; and authorized the City Manager to approve change orders up to $30,000.

12. Resolution to Authorize Acquisition of Six New Police Patrol Vehicles and Equipment
Action: Adopted Resolution No. 23-35 authorizing the City Manager to enter into a fiveyear lease agreement with Government Capital Corporation to finance the purchase of six new patrol vehicles and emergency equipment.

Resolution No. 23-35: A Resolution of the City Council of the City of Grover Beach, California, authorizing the City Manager to enter into a lease purchase agreement with Government Capital Corporation.

PUBLIC HEARING
Cancelled.

REGULAR BUSINESS

13. Five Cities Fire Authority Policy and Operational Update Mayor Bright read the title to the foregoing item and deferred to staff for a report.

City Manager Bronson and Fire Chief Lieberman presented an update on the Policy and Operations.

Mayor Bright invited public comment on this matter.

• David Ekbom
No further public comments were received at this time and the Mayor closed public comment.

Minutes: City Council Meeting Page 4
Monday, November 13, 2023

Action: Council received the update on Five Cities Fire Authority policy and operational items in FY 2023-24 and provided input and comments to Council representatives and staff.

14. 2024 City Council Assignments to Boards, Commissions and Committees Mayor Bright read the title to the foregoing item and deferred to staff for a report.

City Manager Bronson presented a brief description of the City Council Assignments.

Mayor Bright invited public comment on this matter. No public comments were received at this time and the Mayor closed public comment.

Action: Council continued item to the next City Council meeting on December 11, 2023, to adopt the Resolution confirming certain Council assignments and authorize the City Clerk to update FPPC Form 806 for posting on the City’s website.

PUBLIC COMMUNICATIONS The Mayor opened the floor to any member of the public for comment on items of interest which were within the jurisdiction of the City Council but were not listed on the agenda.
• Leslie Marr
• Jeff Boyer
• Ken Leiman
• Michael Mayer
• Elaina Reynolds
• Byron Pruitt
No additional comments were received and the Mayor closed public comment.

COUNCIL COMMITTEE REPORTS
Council Member Zimmerman reported on the South County Chambers of Commerce Government Affairs meeting.

Council Member Rushing discussed the highlights of the SLO Regional Transit Authority meeting (SLORTA).

Mayor Pro Tem Robert reported on the Integrated Waste Management Authority meeting (IWMA).

Council Member Weirick spoke on the SLO County Water Resources Advisory Committee meeting (WRAC) and the Fire Prevention week event at the Arroyo Grande Fire House.

Minutes: City Council Meeting Page 5
Monday, November 13, 2023

COUNCIL COMMUNICATIONS
A. Mayor Pro Tem Roberts stated the Grange has lost its Master and Anita Shower was elected as the new Master.

B. Council Member Weirick congratulated the graduating Class 4 members of the Leadership South County program, discussed the Grover Beach Trunk or Treat event, and other various events in Grover Beach.

C. Mayor Bright spoke on the Barka groundbreaking event and stated she is planning to attend the New Tech High School Salon Night on December 6th at the South County Regional Center at 6:00 pm.

CITY MANAGER'S REPORTS AND COMMENTS
City Manager Bronson reiterated the milestone event of the Barka groundbreaking. He stated he attended the annual event of the Central Coast Economic Forecast in San Luis Obispo. And wished the Council a Happy Thanksgiving.

Assistant City Manager Eriksson recognized the new Parks, Recreation and Beautification Commissioner LaShawnda Scaccianoce noting she will be seated to the Commission at the Parks, Recreation and Beautification Meeting on November 17th. She mentioned the upcoming holiday events: a partnership with Astound Broadband and 5 Cities Homeless Coalition - Toy Drive at City Hall and the Grover Beach Community Center; the City’s Holiday Parade on December 2nd and Tree Lighting event on December 8th at Ramona Garden Park.

CITY ATTORNEY’S REPORTS AND COMMENTS
City Attorney Hale wished the Council a Happy Thanksgiving and gave an update on his availability during the holidays.

CLOSED SESSION
None.

ADJOURNMENT
There being no further business to come before the City Council, Mayor Lee adjourned the meeting at 8:18 p.m.
_____________________________

KAREN BRIGHT, MAYOR
Attest:
______________________________

WENDI SIMS, CITY CLERK
(Approved at CC Mtg ______)
Agenda Item No. 4

CITY COUNCIL STAFF REPORT
TO: Honorable Mayor and City Council DATE: December 11, 2023 FROM: Matthew Bronson, City Manager
PREPARED BY: Wendi Sims, City Clerk
SUBJECT: 2024 City Council Assignments to Boards, Commissions and Committees

RECOMMENDATION
Adopt the Resolution confirming certain Council assignments and authorize the City Clerk to update FPPC Form 806 for posting on the City’s website.

BACKGROUND
The Council annually reviews the list of assignments to determine interest in serving as the City's representative to various external boards, commissions, and committees throughout the county.

The Council’s practice has been to determine assignments (representatives and alternates) through a process of discussion and consensus. The Council came to consensus on assignments for 2024 at the November 13, 2023 meeting and directed staff to add assignments for the California Joint Powers Insurance Authority (CJPIA). A Resolution is provided to confirm City Council appointments as shown in Attachment 1. Once appointments have been approved by the Council, the names of Council representatives will be submitted to the respective agencies. In addition to these assignments, the Council can create additional assignments to external groups or form Council subcommittees on specific topics on an ad-hoc basis.

One exception to the Council Committee appointment process is regarding the South SLO County Sanitation District. The Memorandum of Understanding between the City and the South SLO County Sanitation District indicates that “The District Board will be composed of the Presiding Officer of the City of Arroyo Grande, the Presiding Officer of the Oceano Community Services District, and the Presiding Officer of the City of Grover Beach, or their respective alternates.” Pursuant to regulations of the Fair Political Practices Commission (FPPC), members of the City Council may participate in the deliberations to appoint him or herself to a compensated position.

Those compensated positions are reported on a specific form available in the City Clerk’s Office and posted to the City website in accordance with FPPC Regulation §18702.5. The form (FPPC Form 806) is updated when there is a change in compensation or representation.

FISCAL IMPACT
There is no anticipated fiscal impact from the recommended action.

Staff Report: 2024 City Council Assignments Page 2
December 11, 2023

ALTERNATIVES
The City Council has the following alternatives to consider:

1. Adopt the Resolution confirming appointments for 2024; or

2. Take no action and carry this item over for discussion to a future meeting; or

3. Provide alternative direction to staff.

PUBLIC NOTIFICATION
The agenda was posted in accordance with the Brown Act.

Attachments

1. Resolution confirming certain City Council committee assignments Exhibit A - Assignment Template with Current Assignments Exhibit B – Description of External Boards, Committees, and Commissions (with updated meeting information)

2. FPPC Form 806
RESOLUTION NO. 23-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GROVER BEACH,

CALIFORNIA, REVISING CITY COUNCIL COMMITTEE ASSIGNMENTS FOR CALENDAR YEAR 2024
WHEREAS, the City Council is involved in various committees, boards, and organizations that serve the City and provide representation of the City’s interests; and WHEREAS, the City Council considers committee assignments on an annual basis to ensure adequate representation of the City’s elected officials throughout the County; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Grover Beach that this Resolution does hereby supersede all prior Resolutions dealing with these Council appointments to various standing committees, boards, and organizations; and that the City representatives from this date forward are designated in the attached Exhibit A in accordance with the description of the assignments as described in Exhibit B.

On motion by Council Member __________, seconded by Council Member ________, and on the following roll-call vote, to wit:

AYES: Council Members –
NOES: Council Members –
ABSENT: Council Members –
ABSTAIN: Council Members –
RECUSED: Council Members –
the foregoing Resolution was PASSED, APPROVED, and ADOPTED at a regular meeting of the City Council of the City of Grover Beach, California this 11th day of December 2023.

KAREN BRIGHT, MAYOR
Attest:

WENDI B. SIMS, CITY CLERK
Attachment 1
Exhibit A
Resolution No. 23-__
COUNCIL APPOINTMENTS FOR 2024
ASSIGNMENT 2024 REPRESENTATIVE ALTERNATE
Advisory Body Screening Committee 1 See below N/A
Air Pollution Control District (APCD) Karen Bright Robert Robert California Joint Powers Insurance Authority (CJPIA) Clint Weirick Zach Zimmerman Central Coast Blue Regional Recycled Water Authority (CCBRRWA) Karen Bright Daniel Rushing Five Cities Fire Joint Powers Authority Daniel Rushing Clint Weirick Homeless Services Oversight Council (HSOC) Clint Weirick Zach Zimmerman Integrated Waste Management Authority (IWMA) Robert Robert Daniel Rushing REACH Zach Zimmerman Robert Robert
SLO County Water Resources Advisory Committee (WRAC) Clint Weirick Robert Robert SLO Council of Governments / SLO Regional Transit Authority (SLOCOG / SLORTA) Daniel Rushing Karen Bright
South County Transit Committee Daniel Rushing Karen Bright South County Chambers of Commerce Zach Zimmerman Daniel Rushing South SLO County Sanitation District (SSLOCSD) Karen Bright Clint Weirick Visit SLO CAL Advisory Committee Zach Zimmerman Robert Robert Zone Three Advisory Daniel Rushing Karen Bright
Note: The City updates and posts FPPC Form 806 to the City website to report additional compensation that officials receive when appointing themselves to positions on committees, boards or commissions of a public agency, special district, and joint powers agency or authority. (Pursuant to Regulation 18705.5, amended March 2012)
1Per City Council action on October 16 Council representation will be the Mayor and one Council Member selected by random drawing.

CITY OF GROVER BEACH

DESCRIPTION OF EXTERNAL BOARDS, COMMISSIONS, AND COMMITTEES

Annually, the City Council makes appointments of City Council members to various external boards, commissions, and committees to ensure adequate representation of elected officials throughout the county. Below is further information about each external body along with assignment requirements and past representatives:

1. Advisory Body Screening Committee
Requirement: Mayor and 1 Council Member (who is selected by random drawing pursuant to Council direction on October 16, 2000.)

This committee serves as an interview board for interviewing prospective candidates for one of the City’s three (3) Advisory Bodies. The committee is comprised of the Mayor, one Council Member, and the Chairperson of the respective Advisory Body.

Meetings: Scheduled only when there are vacancies on an Advisory Body and applicants to be considered for appointment(s).

Estimated time commitment for City representative: Minimal. Primarily agenda review, attending meetings as scheduled to interview applicants, and making recommendation(s) to the City Council.

Stipend: None.

2. Air Pollution Control District (APCD)
Requirement: 1 Council Member and 1 Alternate

This is the County-wide legislative authority which deals with clean air maintenance and attainments. The District Board consists of twelve members: five (5) County Supervisors and one (1) City Council representative from each of the seven (7) incorporated cities. City representation was authorized in 1994. As of January 1, 2010, alternates may also be appointed (Health and Safety Code section 40100.5).

Meetings: The fourth Wednesday of every odd-numbered month at 9 a.m. (with some exceptions) in the County Board of Supervisors Chambers, 1055 Monterey Avenue, San Luis Obispo.

Estimated time commitment for City representative: Agenda review of technical materials / information and attending regular meetings (approx. 3 hours) and special meetings / workshops as needed. May require attendance at out of area meetings, if appointed as the APCD Representative or Alternate to the South-Central Coast Air Basin Control Council.

Stipend: $100 per regular meeting attendance (as of July 2009; no additional stipend for attending special meetings or workshops).

2023 Representatives: Karen Bright, Robert Robert (Alternate)

Exhibit B
Description of External Boards, Commissions & Committees Page 2

3. California Joint Powers Insurance Authority (CJPIA)
Requirement: 1 Council Member and 1 Alternate
Meetings: The Board of Directors consists of one representative selected from the governing body of each member of the Authority. Each July, the entire Board of Directors attends an annual business meeting. At the annual meeting, the president and vice president of the Authority and other members of the Executive Committee are elected, reports of the affairs of the Authority are considered, and any other business may be transacted which is within the powers of the Board of Directors.

Estimated time commitment for City representative: Agenda review and attending the Annual Business Meeting each July.

Stipend: $100.00 per meeting
2023 Representatives: Karen Bright, Matt Bronson (Alternate)

4. Central Coast Blue Regional Recycled Water Authority (CCBRRWA) (Cities of Grover Beach, Arroyo Grande, and Pismo Beach) Requirement: 1 Council Member and 1 Alternate

The Central Coast Blue Regional Recycled Water Authority has responsibility for the operation and maintenance of the Central Coast Blue Project and owns the facility sites, facilities, ancillary facility sites and ancillary facilities. The Authority is governed through a joint powers agreement with the Cities of Grover Beach, Arroyo Grande, and Pismo Beach. The Authority Board consists of an elected official from each agency.

Meetings: Held quarterly on a schedule to be finalized in early 2023 at Grover Beach City Hall, Council Chamber, with special meetings scheduled as needed.

Estimated time commitment for City representative: Primarily agenda review and attending regular meetings (approximately 1.5 hours per quarter) and special meetings, as needed.

Stipend: None

2023 Representatives: Karen Bright, Daniel Rushing (Alternate)

5. Five Cities Fire Joint Powers Authority
(Cities of Grover Beach and Arroyo Grande)
Requirement: 2 Council Members

The Five Cities Fire Authority provides fire protection services through a joint powers agreement with the Cities of Grover Beach and Arroyo Grande. The Authority Board consists of two Council Members from each member agency with the two City Managers serving as the Executive Management of the Authority.

Meetings: The third Monday in January, April, July, and October at 5:00 p.m. at either the Grover Beach or Arroyo Grande Council Chamber, with special meetings scheduled as needed.

Description of External Boards, Commissions & Committees Page 3 Estimated time commitment for City representative: Primarily agenda review and attending regular meetings (approximately 1.5 hours per month) and special meetings, as needed.

Stipend: None

2023 Representatives: Daniel Rushing, Clint Weirick

6. Homeless Services Oversight Council (HSOC)
Requirement: 1 Council Member and 1 Alternate

In 2008, a countywide coalition of cities, agencies, and civic groups formed to improve the County’s approach to homelessness which led to a report entitled A Path to A Home, San Luis Obispo Countywide 10-Year Plan to End Homelessness. The HSOC is an advisory committee formed from this process to discuss the countywide approach to homelessness and services for the homeless, including both housing and supportive services particularly given the County’s updated five-year plan to address homelessness adopted in 2022. Membership is comprised of a broad spectrum of representatives, including the County Board of Supervisors, each City, certain County government departments (health, planning, social services, veteran services, and probation), law enforcement, business organizations, academic institution, faith community, as well as interested community members.

Meetings: Scheduled bi-monthly (six times per year), at a time and date determined by its members and may be changed by a majority vote of the HSOC at any regular meeting. Location varies in San Luis Obispo (County Government Center, San Luis Obispo Veterans’ Memorial Building or the Department of Social Services). The Full HSOC Meetings are held from 1:00 - 3:00 p.m. on the 3rd Wednesdays of every other month, with additional meetings for subcommittees.

Estimated time commitment for City representative: Primarily agenda review and attending meetings (approx. 2 hours), as well as special meetings/workshops or events as needed.

Stipend: None.

2023 Representatives: Clint Weirick, Zach Zimmerman (Alternate)

7. Integrated Waste Management Authority (IWMA)
Requirement: 1 City Council Member and 1 Alternate

Responsibility includes preparing an integrated waste management plan implementing state mandated legislation (AB 939). The plan will include elements for recycling, composting, education, and various other waste management areas. The role of the authority member is to guide the reduction of the County’s waste stream.

Meetings: Held at 1:30 p.m. on the second Wednesday of each month at the San Luis Obispo County Board of Supervisors Chambers, 1055 Monterey Street, San Luis Obispo.

Estimated time commitment for City representative: Primarily agenda review and attending regular meetings (approximately 2 hours).

Stipend: $100 per meeting.

Description of External Boards, Commissions & Committees Page 4

2023 Representatives: Robert Robert, Daniel Rushing (Alternate)

8. REACH
Requirement: 1 Council Member and 1 Alternate
REACH (Regional Economic Action Coalition) brings together a cross-section of business, government, education and nonprofit leaders to transform the quality of life on the Central Coast and increase economic prosperity through big thinking, bold action, and regional collaboration.

There are multiple stakeholder meetings throughout the year where the Council representative will hear from a variety of dynamic speakers, engage with a network of peers, make recommendations to the REACH Council on job creation initiatives and participate in the advocacy of the REACH mission.

Meetings: Approximately 2-4 meetings will be held over the year and will be scheduled separately.

Estimated time commitment for City representative: Primarily agenda review and attending regular meetings (approximately 1.5 hours).

Stipend: None.

2023 Representatives: Zach Zimmerman, Robert Robert (Alternate)

9. San Luis Obispo County Water Resources Advisory Committee (WRAC) Requirement: 1 Council Member (*recommended) and 1 Alternate

This organization is involved with water supplies and availability of water on a county-wide basis.

The purpose is to advise the County Board of Supervisors concerning all policy decisions relating to water resources of the SLO County Flood Control & Water Conservation District, to recommend specific water resource programs, and to recommend methods of financing water resource programs. (*Appointed representatives are not required to be elected officials, but should be individuals knowledgeable regarding water issues. According to WRAC staff, cities may appoint a Council Member as the lead representative who would be available when policy issues are discussed, with a staff member as the alternate for attending most of the meetings.) Note: Councilappointed representatives require approval by the Board of Supervisors.

Meetings: First Wednesday of each month (except July and August), 1:30 p.m. - 3:30 p.m., San Luis Obispo City/County Library Community Room, 995 Palm Street, San Luis Obispo.

Estimated time commitment for City representative: Primarily agenda review of technical materials/information and attending regular meetings (approx. 2.5 - 3 hrs), and special meetings/workshops as needed. Additional time required if volunteering to serve on ad hoc subcommittee assignments approximately six times/year (eg., reviewing biennial water report for County). Ad hoc committee meetings are scheduled as needed.

Stipend: None.

2023 Representatives: Clint Weirick, Robert Robert (Alternate)

Description of External Boards, Commissions & Committees Page 5

10. San Luis Obispo Council of Governments / San Luis Obispo Regional Transit Authority (SLOCOG / SLO RTA)
Requirement: 1 Council Member and 1 Alternate

SLOCOG is a regional governing body organized through a joint powers agreement that has responsibility for transportation planning, housing and infrastructure planning, and other regional coordination needs.

Meetings: First Wednesday of every month (more frequently, if needed) and start at 8:30 a.m. at the County Board of Supervisors Chambers in San Luis Obispo.

Estimated time commitment for City representative: Primarily agenda review of technical materials/information and attending regular meetings (approximately 4-5 hrs for SLOCOG), and special meetings/workshops as needed.

Stipend: $100 per meeting.

SLO RTA is operated through a joint powers agreement with SLOCOG to oversee the countywide transit system. The representative is usually the same representative as the SLOCOG representative as SLORTA meetings start either before or after SLOCOG and has the same Board.

Meetings: First Wednesday of every month either before or after the SLOCOG meeting.

Location: County Board of Supervisors Chambers in San Luis Obispo.

Estimated time commitment for City representative: Primarily agenda review of technical materials/information and attending regular meetings (approximately 1.5 - 2 hours for SLORTA), and special meetings/workshops as needed.

Stipend: None.

2023 Representatives: Daniel Rushing, Karen Bright (Alternate)

11. South County Transit Committee (SCTC)
Requirement: 1 Council Member and 1 Alternate
This committee is an advisory body to the San Luis Obispo Regional Transit Authority Board and is tasked with providing a recommendation to the Board on the budget and services provided to the South County area in the subsequent fiscal year. The Cities of Grover Beach, Arroyo Grande, and Pismo Beach are represented on the Committee along with the County. The SCTC representative would be the representative of the SLOCOG/RTA.

Meeting: Held annually prior to May 1st at the Board of Supervisors’ Chambers.

Estimated time commitment for City representative: Primarily agenda review and attending regular meetings (approx. 1 – 1.5 hours) and special meetings as needed.

Stipend: None.
2023 Representatives: Daniel Rushing, Karen Bright (Alternate) Description of External Boards, Commissions & Committees Page 6

12. South County Chambers of Commerce
Requirement: None.

The Council annually designates a City Council representative to attend Chamber events and meetings of the Chamber’s Grover Beach Steering Committee and Government Affairs Committee. The City Manager, or designee, is the staff liaison and program manager for operational agreements and work efforts between the City and the Chamber.

Meetings: The Chamber holds monthly events for the entire membership - lunches, educational workshops, mixers, special events, ribbon cuttings, etc.

Estimated time commitment for City representative: Attending Chamber events, as scheduled and Government Affairs meeting (approx. 1-3 hours).

Stipend: None.
2023 Representatives: Zach Zimmerman, Daniel Rushing (Alternate)

13. South San Luis Obispo County Sanitation District (SSLOCSD) Requirement: Mayor or Mayor’s Designee and 1 Alternate

The City contracts with the Sanitation District for wastewater collection and treatment. The District is governed by a Board of Directors composed of the presiding officer from the Cities of Grover Beach and Arroyo Grande and the Oceano Community Services District, or their respective alternates (per Memorandum of Understanding between the City and the Sanitation District, as well as Health and Safety Code sections 4730-4735)

Meetings: The first and third Wednesdays of each month at 6:00 p.m. Location rotates between member agencies - Arroyo Grande and Grover Beach Council Chambers, and the Board Chamber for the Oceano Community Services District.

Estimated time for City representative: Primarily agenda review and attendance at regular meetings (average 2-4 hours) with special meetings/workshops, as needed.

Stipend: $100 per meeting (2 meetings held/month)

2023 Representatives: Karen Bright, Clint Weirick (Alternate)

14. Visit SLO CAL - Advisory Committee
Requirement: 1 City Council Member and 1 Alternate (non-voting capacity)

Visit SLO County promotes countywide tourism opportunities and complements the efforts of local communities and organizations. It is a private, non-profit organization with membership comprised of local businesses, chambers of commerce, County government, and most incorporated cities in the County.

With the formation of the Tourism Marketing District in 2015 and district renewal in 2020, voting members of the Board of Directors must be a representative of an assessed lodging business, Description of External Boards, Commissions & Committees Page 7 except for the County representative. During formation of the Tourism Marketing District, an Advisory Committee was established. The Advisory Committee is made up of one elected official and the city manager from each jurisdiction, and a representative of the County.

Meetings: Twice annually (May and December).

Estimated time commitment for City representative: Consists primarily of agenda review and attending meetings and workshops, as needed. (approximately 1.5 - 2 hours).

Stipend: None
2023 Representatives: Zach Zimmerman, Robert Robert (Alternate)

15. Zone Three Advisory Committee
Requirement: 1 Council Member and 1 Alternate
This is a County-organized committee to handle the operation of Lopez Lake for both recreation and water facilities. The Advisory Committee works closely with the Zone 3 Technical Advisory Committee. Council-appointed representatives require final approval by the Board of Supervisors.

Meetings: Scheduled on the third Thursday of every odd numbered month (Jan, Mar, May, etc.) at 6:30 p.m., and held in the Council or Board Chamber of the local member agencies on a rotating basis - Grover Beach, Arroyo Grande, Oceano, and Pismo Beach.

Estimated time commitment for City representative: Primarily agenda review of technical materials/information and attending regular meetings (approx. 2 hours) and special meetings/workshops as needed. May occasionally require additional time to meet with City staff, depending upon the complexity of the agenda item(s).

Stipend: None.
2023 Representatives: Daniel Rushing, Karen Bright (Alternate)

Agency Report of:

Public Official Appointments A Public Document

1. Agency Name California
Form 806
Division, Department, or Region (If Applicable)
Designated Agency Contact (Name,Title)
For Official Use Only
Area Code/Phone Number E-mail
Page _____ of _____
Date Posted:
(Month, Day, Year)

2. Appointments
Appt Date and
Length of Term
Agency Boards and
Commissions Name of Appointed Person Per Meeting/Annual Salary/Stipend (Last, First)
(Last, First)
(Last, First)
(Last, First)
Alternate, if any
Alternate, if any
Alternate, if any
Alternate, if any
(Last, First)
(Last, First)
(Last, First)
(Last, First)
Name
Name
Name
Name
$0-$1,000
$0-$1,000
$0-$1,000
$0-$1,000
$1,001-$2,000
$1,001-$2,000
$1,001-$2,000
$1,001-$2,000
$2,001-$3,000
$2,001-$3,000
$2,001-$3,000
$2,001-$3,000
Other
Other
Other
Other
 ____/____/____
Appt Date
 ____/____/____
Appt Date
 ____/____/____
Appt Date
 ____/____/____
Appt Date

Length of Term

Length of Term

Length of Term

Length of Term
 Estimated Annual:
 Estimated Annual:
 Estimated Annual:
 Estimated Annual:
 Per Meeting: $
 Per Meeting: $
 Per Meeting: $
 Per Meeting: $

3. Verification
I have read and understand FPPC Regulation 18702.5. I have verified that the appointment and information identified above is true to the best of my information and belief.

Signature of Agency Head or Designee Print Name Title (Month, Day, Year) Comment:

FPPC Form 806 (1/18)
FPPC Toll-Free Helpline: 866/ASK-FPPC (866/275-3772)
Attachment 2
Agency Report of:

Public Official Appointments
California
Form 806
A Public Document
Background
This form is used to report additional compensation that officials receive when appointing themselves to positions on committees, boards, or commissions of another public agency or to a committee or position of the agency of which the public official is a member.

This form is required pursuant to FPPC Regulation 18702.5.

Each agency must post on its website a single Form 806 which lists all the paid appointed positions to which an official will vote to appoint themselves. When there is a change in compensation or a new appointment, the Form 806 is updated to reflect the change. The form must be updated promptly as changes occur.

Instructions
This form must be posted prior to a vote (or consent item) to appoint a governing board member if the appointee will participate in the decision and the appointment results in additional compensation to the appointee.

FPPC Regulation 18702.5 provides that as long as the public is informed prior to a vote, an official may vote to hold another position even when the vote results in additional compensation.

Part 1. Agency Identification
Identify the agency name and information on who should be contacted for information.

Part 2. Appointments
Identify the name of the other agency, board or commission. List the name of the official, and an alternate, if any.

List the appointment date and the length of term the agency official will serve. Disclose the stipend provided per meeting and the estimated annual payment. The annual salary is an estimate as it will likely vary depending upon the number of meetings. It is not necessary to revise the estimate at the end of the calendar year.

Part 3. Verification
The agency head or his/her designee must sign the verification.

Frequently Asked Questions (FAQs)

1. When does an agency need to complete the Form 806?
A Form 806 is required when an agency’s board members
vote to appoint a board member to serve on another
governmental agency or position of the agency of which the official is a member and will receive additional compensation.

2. The city council votes to serve as the city’s housing authority, a separate entity. Will the Form 806 be required?
If the council members receive additional compensation for serving on the housing authority, the Form 806 is required.

3. Are appointments made by a governing board to appoint one of its members to serve as an officer of that board for additional pay (e.g., mayor) required to be disclosed on Form 806?
No. FPPC Regulation 18702.5(b)(6) exempts from this
requirement decisions to fill a position on the body of which the official is a member (such as a councilmember being appointed as mayor) despite an increase in compensation.

4. In determining the income, must the agency include mileage reimbursements, travel payments, health benefits, and other compensation?
No. FPPC Regulation 18702.5 requires only the amount of the stipend or salary to be reported.

5. Which agency must post the Form 806?
The agency that is voting to appoint a public official must post the Form 806 on its website. The agency that the official will serve as a member is not required to post the Form 806. The form is not sent to the FPPC.

6. When must the Form 806 be updated?
The Form 806 should be amended promptly upon any of
the following circumstances: (1) the number of scheduled meetings is changed, (2) there is a change in the
compensation paid to the members, (3) there is a change in membership on the board or commission, or (4) there is a new appointment to a new agency.

7. If officials choose to recuse themselves from the decision and leave the room when a vote is taken to make an
appointment, must the Form 806 be completed?
No. The Form 806 is only required to identify those officials that will vote on an appointment in which the official will also receive additional compensation.

Privacy Information Notice
Information requested by the FPPC is used to administer and enforce the Political Reform Act. Failure to provide information may be a violation subject to penalties. All reports are public records available for inspection and reproduction. Direct questions to FPPC’s General Counsel, Fair Political Practices Commission, 1102 Q Street, Suite 3000, Sacramento, CA 95811.

FPPC Form 806 (1/18)
FPPC Toll-Free Helpline: 866/ASK-FPPC (866/275-3772)

Agency Report of:

Public Official Appointments
California
Form 806
Continuation Sheet A Public Document
Page _____ of _____

1. Agency Name
Date Posted:
(Month, Day, Year)

2. Appointments
Agency Boards and
Commissions Name of Appointed Person
Name
(Last, First)
Alternate, if any
(Last, First)
Name
(Last, First)
Alternate, if any
(Last, First)
Name
(Last, First)
Alternate, if any
(Last, First)
Name
(Last, First)
Alternate, if any
(Last, First)
Name
(Last, First)
Alternate, if any
(Last, First)
Name
(Last, First)
Alternate, if any
(Last, First)
Appt Date and
Length of Term
 ____/____/____
Appt Date

Length of Term
 ____/____/____
Appt Date

Length of Term
 ____/____/____
Appt Date

Length of Term
 ____/____/____
Appt Date

Length of Term
 ____/____/____
Appt Date

Length of Term
 ____/____/____
Appt Date

Length of Term
Per Meeting/Annual Salary/Stipend
 Per Meeting: $
 Estimated Annual:
$0-$1,000 $2,001-$3,000
$1,001-$2,000 Other
 Per Meeting: $
 Estimated Annual:
$0-$1,000 $2,001-$3,000
$1,001-$2,000 Other
 Per Meeting: $
 Estimated Annual:
$0-$1,000 $2,001-$3,000
$1,001-$2,000 Other
 Per Meeting: $
 Estimated Annual:
$0-$1,000 $2,001-$3,000
$1,001-$2,000 Other
 Per Meeting: $
 Estimated Annual:
$0-$1,000 $2,001-$3,000
$1,001-$2,000 Other
 Per Meeting: $
 Estimated Annual:
$0-$1,000 $2,001-$3,000
$1,001-$2,000 Other
FPPC Form 806 (1/18)
FPPC Toll-Free Helpline: 866/ASK-FPPC (866/275-3772)
Agenda Item No. 5

CITY COUNCIL STAFF REPORT
TO: Honorable Mayor and City Council DATE: December 11, 2023 FROM: Matthew Bronson, City Manager
PREPARED BY: Steve Kahn, Interim Public Works Director/City Engineer Gabriel Munoz-Morris, Senior Engineer
SUBJECT: Resolution Adopting the 2023 County Joinder Amendment to the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority

RECOMMENDATION
Adopt a Resolution adopting the 2023 County Joinder Amendment to the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority.

BACKGROUND
In 1994, an agreement was executed by and between the incorporated cities of San Luis Obispo County and the County of San Luis Obispo forming a joint powers authority (JPA) for the purposes of facilitating the development of waste diversion programs and projects that provide economies of scale without interfering with individual agencies’ exercise of power within their own jurisdictions. That JPA is known as the Integrated Waste Management Authority (IWMA).

In 2021, the County of San Luis Obispo Board of Supervisors voted to leave the San Luis Obispo County IWMA. In March 2023, the Board of Supervisors gave direction to County staff to initiate discussions with San Luis Obispo County IWMA and its member agencies to rejoin the IWMA.

This led to six months of collaboration and negotiation between County staff and IWMA staff to work through this process.

In October 2023, the Board of Directors for the San Luis Obispo County IWMA voted to approve the Joinder Agreement which serves as a pathway for the County to rejoin the IWMA with service to unincorporated county areas. The San Luis Obispo Board of Supervisors voted to adopt a resolution adopting the Second Amended and Restated JPA of the IWMA, which enables the County to rejoin as a member. The County’s return to the IWMA will be a benefit to rate payers as well as the jurisdictions that the agency serves through uniform, countywide programs and services regardless of jurisdiction. This agreement provides a pathway for the County to rejoin the IWMA with a single seat and single vote on the IWMA Board.

IWMA staff have asked that each member of the IWMA approve the Joinder Agreement so that the County can formally re-join the IWMA and the benefits of a regional agency can be realized once again. IWMA assumes responsibility for capacity planning, electronic annual reporting, management of the Non-Disposal Facility Element (NDFE), management of the Siting Element, SB 1383 outreach and education related to organic food waste, and AB 939 programs for the members agencies.

Staff Report: Joinder Agreement for Amended and Restated JPA for IWMA Page 2 December 11, 2023

FISCAL IMPACT
There is no fiscal impact to the City from this action.

ALTERNATIVES
The Council has the following alternatives to consider:

1. Adopt a Resolution adopting the 2023 County Joinder Amendment to the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority; or

2. Provide staff with alternate direction

PUBLIC NOTIFICATION
The agenda was posted in accordance with the Brown Act.

Attachments

1. Amended and Restated JPA (Fully Executed)

2. San Luis Obispo Board of Supervisors Resolution Adopting Joinder Agreement

3. Timeline

4. Joinder Amendment to Amended and Restated JPA

5. Draft Resolution 23-

JOINT POWERS AGREEMENT

TO ESTABLISH AN

INTEGRATED WASTE MANAGEMENT AUTHORITY

FOR THE CITIES OF

SAN LUIS OBISPO COUNTY, CALIFORNIA
Attachment 1
- 1 -

SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT

TO ESTABLISH AN

INTEGRATED WASTE MANAGEMENT AUTHORITY

FOR THE CITIES OF SAN LUIS OBISPO COUNTY, CALIFORNIA
THIS SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT is made and entered into this ___ day of _________, 2022, by and between the incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo, all being municipal corporations of the State of California and located within the boundaries of the County of San Luis Obispo California, hereinafter called “Cities.” WHEREAS, on May 10, 1994, an agreement was executed by and between the Cities and the County of San Luis Obispo (“County”) forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (Government Code section 6500 et seq., for the purpose of facilitating the development of waste diversion programs and projects that provide economies of scale without interfering with individual agencies’ exercise of power within their own jurisdiction (hereinafter referred to as the “Original JPA Agreement”); and WHEREAS, pursuant to the Original JPA Agreement, the member agencies created and established a public entity identified as the San Luis Obispo County Integrated Waste Management Authority (“IWMA”); and
WHEREAS, in or around 2001, a Memorandum of Agreement (“MOA”) was executed by and between the Cities, the County, and certain special districts within the County (“Authorized Districts”) amending the Original JPA Agreement to include the Authorized Districts for representation on the IWMA Board; and WHEREAS, on or about November 15, 2021, the County withdrew from the IWMA; and the Cities and Authorized Districts determined that a single regional agency remained advantageous to advise, plan for, and implement solutions to common solid waste and a waste diversion efforts; and
WHEREAS, the IWMA was originally formed to meet the requirements of the California Integrated Waste Management Act (California Public Resources - 2 -
Code section 40000 et seq.) and all regulations adopted under that legislation require, among other things, that certain public agencies in California make adequate provision for solid waste management within their jurisdictions; and WHEREAS, since the IWMA’s formation, Assembly Bill 341 (Chesbro, 2011) (Recycling of Commercial Solid Waste (“MCR”)) was signed into law and established requirements for jurisdictions to implement a commercial solid waste recycling program designed to divert commercial solid waste; and WHEREAS,since the IWMA’s formation, Assembly Bill 1826 (Chesbro, 2014) (Recycling of Commercial Organic Waste (“MORe”)) was signed into law and established the requirement for jurisdictions to implement an organic waste recycling program to divert organic waste generated by businesses; and WHEREAS, since the IWMA’s formation, Senate Bill 1383 (Lara, 2016) was signed into law requiring jurisdictions to implement organic waste diversion programs that include providing organic waste collection services to businesses and residences, edible food recovery goals, public education and outreach, contamination monitoring and sampling activities, recordkeeping and reporting, organic materials and edible food recovery, infrastructure capacity planning, procurement of recovered organic waste products, and enforcement; and WHEREAS, the Cities and Authorized Districts continue to believe that by combining their separate powers they can achieve their waste diversion goals and satisfy the requirements of the Integrated Waste Management Act and other legislation more effectively than if they exercise those powers separately; and WHEREAS, the Cities affirm, that pursuant to this Second Amended and Restated Joint Powers Agreement, the IWMA remains a regional agency in accordance with Public Resources Code section 40970 et seq.; and WHEREAS, pursuant to Section 40977, the Cities shall include one (1) Authorized District to be included as a member in the IWMA regional agency for the purpose of representation on the IWMA Board of Directors; and WHERAS, the Authorized District “member” may change from time to time; the current elected or appointed Authorized District representative shall represent the collective interests of all Authorized Districts; and WHEREAS, this Second Amended and Restated Joint Powers Agreement shall be considered a Memorandum of Understanding between the Cities and the - 3 -
Authorized Districts to enable and allow one (1) representative of the Authorized Districts to participate in the governance of the IWMA as a member agency pursuant to Section 40977 of the Public Resource Code to represent the interests of all Authorized Districts; and
WHEREAS, the Cities and the Authorized Districts (together “Participating Agencies”) desire to establish and confer upon a separate legal entity the powers necessary to enable them to achieve their waste diversion goals and to comply with the Integrated Waste Management Act, Assembly Bill 341, Assembly Bill 1826, Senate Bill 1383, and all current and future state-mandated laws, rules and regulations to the extent allowed by law and by the terms and conditions of this Second Amendment; and
WHEREAS, the Participating Agencies desire to avoid a series of amendments to the Agreement over time due to future state-mandated legislation and programs, and as such, the parties desire to authorize the IWMA Board to enact policies, resolutions, and ordinances as are necessary to ensure and oversee compliance with any and all future state-mandated programs related to solid waste, recycling, waste diversion, and any other purpose of the Authority as provided in this Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

SECTION 1. Definitions.

To the extent that any of the following definitions conflict with any definition set forth in the California Integrated Waste Management Act, (Pub. Resources Code, § 40000 et seq.), and the Regulations promulgated thereunder, said Act and/or Regulations shall take priority. The terms defined in this Section that begin in this Agreement with quotation marks have the following meanings:

1.1 “Act” means the California Integrated Waste Management Act of 1989 (Pub. Resources Code, § 40000 et seq.) and all regulations adopted under - 4 -
that legislation, as that legislation and those regulations may be amended from time to time.

1.2 “Agreement” means this Second Amended and Restated Joint Exercise of Powers Agreement, as it may be amended from time to time.

1.3 “Authority” means the San Luis Obispo County Integrated Waste Management Authority, a joint exercise of powers agency created by the Members pursuant to this Agreement.

1.4 “Authorized Districts” means certain special districts with solid waste authority participating in the IWMA through this Second Amended and Restated Joint Powers Agreement, including but not limited to the Avila Beach Community Services District, California Valley Community Services District, Cambria Community Services District, Cayucos Sanitary District, Ground Squirrel Hollow Community Services District, Heritage Ranch Community Services District, Los Osos Community Services District, Nipomo Community Services District, Oceano Community Services District, San Miguel Community Services District, San Simeon Community Services District, and Templeton Community Services District, or other qualified agencies that may later determine to become a Participating Agency by execution of this Agreement.

1.5 “Authorized District Representative” means the
representative, or alternate, elected or appointed by the Authorized Districts to represent the Authorized Districts’ interests as a member of the IWMA regional agency pursuant to Section 40977 of the Public Resources Code.

1.6 “Board” means the Board of Directors of the Authority

1.7 “CalRecycle” means the California Department of Resources Recycling and Recovery.
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1.8 “City” means any Participating Agency that is a city, and “Cities” means all of the Participating Agencies that are Cities.

1.9 “Composting Facility” means a facility at which composting is conducted and which produces a product meeting the definition of compost in Public Resources Code (PRC) section 40116. (“Compost” means the product resulting from the controlled biological decomposition of organic wastes that are source separated from the municipal solid waste stream, or which are separated at a centralized facility. “Compost” includes vegetable, yard and wood wastes which are not hazardous waste, and biosolids where combined with other organic materials in a mixture that consists largely of decayed organic matter, and is used for fertilizing and conditioning land.)

1.10 “Executive Director” means the person hired and appointed by the Board as the Authority's chief administrative officer to administer the affairs of the Authority and to implement the policies of the Board.

1.11 “Fiscal Year” means the period commencing on each July 1 and ending on the following June 30.

1.12 “HHW” means household hazardous waste as described in the household hazardous waste element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time.

1.13 “HHWE” means the Household Hazardous Waste Element as required by the Act (Pub. Resources Code, § 40000 et seq.) as that element may be amended from time to time.

1.14 “IWMA” means the Authority as defined herein.

1.15 “IWMA Region” means the jurisdictional territory and boundaries of all Participating Agencies.
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1.16 “Joint Facilities” means a materials recovery facility, composting or HHW Facility, or other facility developed for the purpose of complying with requirements established by state legislation or the regulations of CalRecycle, or combination thereof, which is owned by some or all of the Participating Agencies directly, or by the Authority, or by a private entity, or a public agency, for the benefit of some or all of the Participating Agencies.

1.17 “Members” means the Cities who are members of thisregional agency, formed pursuant to Public Resources Code section 40970 et seq, and the one (1) Authorized District Representative pursuant to Public Resources Code section 40977.“MRF” means a “materials recovery facility” which means a permitted solid waste facility where solid wastes or recyclable materials are sorted or separated, by hand or by use of machinery, for the purposes of recycling or composting. (Title 14, Ch. 9, Art. 3, Section 18720, “Definitions.”) "MRF" also means a transfer station which is designed to, and, as a condition of its permit, shall recover for reuse or recycling at least 15 percent of the total volume of material received by the facility. (Pub. Resources Code, § 50000(a)(4).)

1.18 “Participating Agency” or “Participating Agencies” means and shall include the Cities and the Authorized Districts who are signatories to this Agreement, delegating powers to the Authority pursuant to this Agreement, and participating in the governance of the IWMA.

1.19 “NDFE” means a Nondisposal Facility Element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time.

1.20 “Revenue Bonds” means revenue bonds, notes, certificates of participation and any other instruments and evidences of indebtedness issued by - 7 -
the Authority from time to time pursuant to the law or any other applicable law in order to finance the MRF, any Joint Facilities or any Sole Use Facilities.

1.21 “Sole Use Facilities” means an integrated resource recovery facility, performing one or more of the functions of a MRF, composting or HHW Facility which is located within the boundary of the Authority and is owned by one Participating Agency or a private entity, but in all events is operated for the benefit of the residents and/or constituents of the IWMA Region.

1.22 “Solid Waste Landfill” shall have the meaning set forth in Section 40195.1 of the Public Resources Code, as that section may be amended from time to time.

1.23 “SRRE” means a Source Reduction And Recycling Element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time.

SECTION 2. Purpose.

Government Code section 6500 et seq. provides that two or more public agencies by agreement may jointly exercise any power common to the contracting parties.

Public Resources Code section 40977 authorizes a district to be included as a member of a regional agency. Public Resources Code section 40976 authorizes a city or county to enter into a memorandum of understanding with another city, county, or district for the purpose of preparing and implementing source reduction and recycling elements or a countywide integrated waste management plan. It is the intent of the Participating Agencies to utilize these statutory authorizations in this Agreement.
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The Participating Agencies enter this Agreement with the intent to operate the Authority in compliance with the requirements of the Act and other state legislation, with a minimum level of staff, addressing those operations and programs that can be most cost-effectively handled at the regional level by maximizing local resources, private sector participation, and contract services provision. The duties and responsibilities of each Participating Agency are described in the applicable adopted plans. The Authority is formed with the purpose and intent of facilitating the development of programs and projects related to waste diversion for the benefits of the residents and/or constituents of the IWMA Region that provide economies of scale without interfering with individual agencies' exercise of power within their own jurisdiction.

SECTION 3. Creation of Authority.

3.1 The Cities hereby re-create and re-establish an authority and public entity to continue to be known as the “San Luis Obispo County Integrated Waste Management Authority,” (hereinafter referred to as the “Authority” or “IWMA”) it being understood that the Board shall be entitled to change the Authority's name from time to time. The Authority shall be a public entity separate from each of the Cities and the Authorized Districts.

3.2 The Authority shall constitute and remain as a regional agency pursuant to Public Resources Code section 40970 et seq. The regional agency shall include one (1) Authorized District Representative as a member pursuant to Public Resources Code section 40977. Said regional agency, and not the Participating Agencies of the regional agency, shall be responsible for compliance with the waste diversion requirements set forth in Public Resources Code, Article 1 of - 9 -
Chapter 6 (commencing with Section 41780). In the event that the regional agency fails to comply with said waste diversion requirements, it is expressly understood and agreed that Section 14 of this Agreement shall provide for indemnification for the benefit of the regional agency and its Participating Agencies as specifically set forth therein.

3.3 The assets, rights, debts, liabilities, and obligations of the Authority shall not constitute assets, rights, debts, liabilities, or obligations of any of the Participating Agencies. However, nothing in this Agreement shall prevent any Participating Agency from separately contracting for, or assuming responsibility for, specific debts, liabilities, or obligations of the Authority, provided that both the Board and that Participating Agency approve such contract or assumption in writing.

3.4 This Second Amended and Restated Joint Powers Agreement shall take effect upon its adoption by each of the Cities. The Authorized Districts, and each of them, may elect to participate in the IWMA by execution of this agreement wherein they shall be bound by its terms and conditions. All prior agreements, including the MOA, shall be extinguished upon the execution of this Agreement by the Cities.

SECTION 4. Inclusion of the Authorized Districts.

4.1 This Second Amended and Restated Joint Powers Agreement shall be considered a Memorandum of Understanding between the Cities and the Authorized Districts to allow one (1) representatives of the Authorized Districts to participate in the governance of the IWMA pursuant to Section 40977 of the Public Resources Code. Participation of the Authorized Districts is limited to special - 10 -
districts within San Luis Obispo County that possess solid waste authority. The Authorized District Representative shall have all the governing rights and powers granted to an IWMA City Member. This Second Amended and Restated Joint Powers Agreement shall supersede, replace, and supplant the Memorandum of Agreement executed by and between the Cities, the County, and the Authorized Districts in or around 2001.

4.2 Authorized Districts, collectively, shall appoint or elect one representative and one alternate to represent the Authorized Districts on the IWMA Board of Directors. Authorized District Representative shall be limited to elected or appointed officials of an Authorized District. Said representatives shall represent the collective interests of all Authorized Districts. The selected Authorized District Representative shall serve a defined term, if so determined by the Authorized Districts, orso long as they hold an elected or appointed office with their Participating Agency, or until they resign or are removed prior to the end of their term. The Authorized District Representative alternate shall be entitled to vote on IWMA matters only in the absence of the Authorized District Representative.

4.3 The Authorized Districts, as Participating Agencies, shall have no individual powers and/or authority other than through the Authorized District Representative.

SECTION 5. Term.

The Authority is and remains effective as of the date of this Agreement. It shall continue until dissolved in accordance with Section 15 of this Agreement.

However, in no event shall the Authority be dissolved if its dissolution would - 11 -
conflict with or violate the terms or conditions of any Revenue Bonds or related documentation including, without limitation, indentures, resolutions, and letter of credit agreements.

SECTION 6. Powers.

6.1 The Authority is empowered to acquire, construct, finance, refinance, operate, regulate and maintain a Solid Waste Landfill, transfer station, MRF, composting, HHW, or Joint Facilities and Sole Use Facilities subject, however, to the conditions and restrictions contained in this Agreement. The Authority shall also have the power to plan, study and recommend proper solid waste management consistent with the Act and other legislation and, to the extent permitted by the Act and this Agreement, implement plans approved by the IWMA and the programs specified in the state approved and locally adopted SRREs, the HHWE, the NDFE, and the Countywide or Regional Siting Element for all or any portion of the area included within the IWMA Region. Notwithstanding any other provisions of this Agreement, the Authority shall not acquire, regulate, set fees for, or operate any solid waste landfills, recycling, or composting facilities owned or operated by Participating Agencies without the express written consent of such Participating Agency.

6.2 To the full extent permitted by applicable law, the Authority is authorized, in its own name, to do all acts necessary or convenient for the exercise of such powers that each Member could exercise separately including, without limitation, any and all of the following:
(a) to make and enter into contracts;
(b) to apply for and accept grants, advances and contributions; - 12 -
(c) to contract for the services of engineers, attorneys, accountants, planners, consultants, fiscal agents and other persons and entities;
(d) to make plans and conduct studies;
(e) to acquire, improve, hold, lease and dispose of real and personal property of all types;
(f) to sue and be sued in its own name;
(g) to incur and discharge debts, liabilities and obligations; (h) to establish rates, tolls, tipping fees, other fees, rentals and other charges in connection with the Authority’s facilities identified in Paragraph 6.1 herein, as well as any and all services and programs provided and/or implemented by
the Authority;
(i) to hire agents and employees;
(j) to exercise the power of eminent domain for the acquisition of real and personal property;
(k) to issue Revenue Bonds, grant or bond anticipation notes, or other governmental financing instruments, in
accordance with all applicable laws for the purpose of
raising funds to finance or refinance the acquisition,
construction, improvement, renovation, repair, operation, regulation or maintenance of the facilities identified in Paragraph 6.1 herein or as otherwise deemed necessary or beneficial to the Authority;
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(l) to sell or lease the facilities identified in Paragraph 6.1 herein;
(m) to loan the proceeds of Revenue Bonds to any person or entity to finance or refinance the acquisition, construction, improvement, renovation or repair of the facilities
identified in Paragraph 6.1 herein;
(n) to provide that the holders of Revenue Bonds, whether directly or through a representative such as an indenture trustee, be third party beneficiaries of any of the obligations of any Member to the Authority and to covenant with the holders of any Revenue Bonds on behalf of any such
Member to perform such obligations and comply with any
agreements that Member may have with the Authority;
(o) to prepare and implement plans and programs as deemed necessary and/or beneficial to the Authority in carrying out the purposes of this Agreement;
(p) to provide public education, outreach, and marketing activities in support of diversion and edible food recovery programs;
(q) to enter into memorandums of understanding with other regional agencies, cities, counties, and special districts; (r) to adopt, as authorized by California law, ordinances as are necessary to ensure and oversee compliance with any and all current and future state-mandated legislation and
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programs related to solid waste, recycling, and waste
diversion;
(s) to act as the delegate, on behalf of the Participating Agencies, for the responsibilities of compliance, monitoring, reporting, and education of all state-mandated legislation, including, but not limited to the Integrated Waste
Management Act, Assembly Bill 341, Assembly Bill 1826,
and Senate Bill 1383.

6.3 Such powers shall be exercised subject only to the limitations set forth in this Agreement, applicable law, and such restrictions upon the manner of exercising such powers as are imposed by law in the exercise ofsimilar powers.

The Authority hereby designates the City of San Luis Obispo as the Member required to be designated by Section 6509 of the California Government Code.

Should the Participating Agencies desire to designate an alternative agency for the purposes of Section 6509, such new designation may be changed by resolution of the Participating Agencies without need for an amendment to this Agreement.

6.4 This Agreement shall not limit the ability of the Participating Agencies to plan, administer, implement, and otherwise conduct waste management and other related local programs as deemed appropriate by the agency and consistent with the purpose and intent of this Agreement.

SECTION 7. Expressed Limitation of Powers.

The Authority’s power to adopt, impose, implement, and/or comply with regulations and ordinances is expressly limited to state-mandated legislation and - 15 -
regulations related to solid waste, recycling, organic waste, and waste diversion.

The Authority shall establish a budget policy requiring Board consideration of the minimum work required to comply with state mandates and regulations in the most demonstrably cost-effective way possible. Said policy shall not preclude other requirements such as Board consideration of the equitable distribution of services throughout the IWMA Region and program enhancements that are funded by grant revenues and/or reimbursements from Participating Agencies.

Additionally, the IWMA shall establish a purchasing policy with a similar provision when preparing scopes of work for consultants and independent contractors who are engaged in implementing the Authority’s projects and programs.

Notwithstanding the foregoing, all existing IWMA ordinances, rules, and regulations, whether or not mandated by the state, shall remain in full force and effect and not subject to this limitation of power unless otherwise determined by the Board.

SECTION 8. Boundaries.

The boundaries of the Authority shall be the boundaries of the Cities and the Authorized Districts identified herein as the IWMA Region. In the event a Participating Agency withdraws from the Authority, the boundaries shall be modified to exclude the area of the withdrawing agency. In the event a qualified city or district joins the Authority, the boundaries shall be modified to include the area of the joining Participating Agency. Section 8 shall not prevent the Authority’s use and/or operation of facilities outside of its boundaries within the County of San Luis Obispo.
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SECTION 9. Organization.

9.1 The Board. The Authority shall be governed by the Board, which shall exercise or oversee the exercise of all powers and authority on behalf of the Authority.

9.2 Participating Agencies.
(a) Cities. City membership in the Authority shall be
voluntary, but only the cities incorporated in the
County of San Luis Obispo presently or in the future,
are declared eligible for membership in the Authority
as a regional agency. City representatives to the
Authority shall consist of one (1) member from the
governing body of each incorporated City within the
boundaries of the County of San Luis Obispo which is
a party to this Agreement. The Cities may elect to
have an alternate member(s) in addition to any
official member, but said alternate shall be an elected or appointed official and shall be able to vote only in the absence of the official representative.
(b) Authorized Districts. The Authorized Districts shall be collectively represented on the Board by one (1)
representative and one (1) alternate elected or
appointed by and among themselves. The Authorized
District Representative shall have all rights, power,
and authority granted to a City representative. The
Authorized District alternate shall be elected or
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appointed officials and entitled to vote only in the
absence of the official Authorized District
Representative.
(c) Representatives of the shall be appointed to serve on the Board in accordance with procedures established
by each of the governing bodies of their respective
agencies, except that the Authorized District
Representative and alternate shall be elected or
appointed pursuant to Section 4. Representatives
shall serve so long as they hold office with their
member agency, until they shall resign or are
removed by a majority vote of their member agency,
or pursuant to a set term established by their
member agency. Vacancies among representatives or
alternates shall be filled in the same manner as the
first appointment.
(d) Designation of the official representative or
alternate(s), or changes thereto, shall be transmitted
in writing to the Executive Director of the Authority
by the appointing agency.
(e) In addition to the incorporated Cities and Authorized Districts presently a party to this Agreement, any
other city or qualified special district which may
desire to participate in the activities of the Authority may do so by executing this Agreement without prior
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approval or ratification of the named parties to this
Agreement and shall thereafter be governed by all
the terms and provisions of this Agreement as of the
date of execution.
(f) Membership and/or participation of any Participating Agency shall be contingent upon the execution of this
Second Amended and Restated Joint Powers
Agreement, as same may be further amended from
time to time, with no requirement to execute the
Original JPA or any prior amendments thereto.

9.3 Principal Office. The principal office of the Authority shall be located at 870 Osos Street, San Luis Obispo, CA 93401. The Board may change that principal office upon giving at least 15 days' notice to each Participating Agency and to CalRecycle.

9.4 Officers.
(a) The officers of the Board shall consist of a President and Vice President elected for a term of one year by
a majority vote of the Board
(b) Both the President and Vice President of the Board
shall be elected at the last meeting preceding July of
each year.
(c) The officers shall serve until their successors are elected.
(d) The duties of the officers shall be as follows:
1) President
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a) Shall preside over all meetings of the
Board.
b) Shall appoint all ad hoc committees
subject to ratification by the Board.
c) Shall be an ex-officio member of all
committees.
d) Shall execute all contracts and legal
documents on behalf of the Authority
except those that have been delegated
to the Executive Director through
purchasing policies or other actions of
the Board of Directors.
2) Vice President
a) Shall serve as President pro-tem in the
absence of the President.
b) Shall give whatever aid necessary to the
President.
c) Shall be an ex-officio member of all
committees.
d) In the event of a vacancy occurring in the
office of either the President or Vice
President upon said officer's death,
resignation, removal or his/her ceasing
to be an official representative of a
member agency, such vacancy will be
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filled by majority vote of the Board, the
officer elected to serve for the balance
of the unexpired term.

9.5 Executive Director. The Board shall employ or contract for the services of a general manager (the “Executive Director”) who shall be the chief administrative officer of the Authority. The Authority shall select a qualified Executive Director using professional personnel standards and an open competitive process. The Executive Director shall plan, organize and direct the administration and operations of the Authority, either directly or by means of delegation to IWMA staff, shall advise the Board on policy matters, shall recommend an administrative structure to the Board, shall hire and discharge administrative staff, shall develop and recommend budgets, shall reply to communications on behalf of the Authority, shall approve payments of amounts duly authorized by the Board, shall implement Board policy, shall carry out such other duties that may be assigned to the Executive Director by the Board from time to time, and shall attend meetings of the Board and committees as directed.

9.6 Committees.
(a) Committees, subcommittees, and advisory
committees may be established as the Board may
deem appropriate.
(b) Membership on “ad-hoc” policy committees shall be
at the discretion of the President, subject to
ratification by the Board, and consisting of less than
a quorum of the Board. Nothing herein shall be
construed to limit membership on these aforesaid
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committees to officials of the member agencies. The
President may appoint any individual deemed
qualified to serve on a committee.
(c) Standing Committees shall include an Executive
Committee and other committees as established by
the Board. The composition and bylaws of the
standing committees shall be established by the
Board by resolution. All Standing Committee
meetings shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the
California Government Code) and other applicable
laws of the State of California.

SECTION 10. Meetings of the Board.

10.1 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California.

10.2 Regular Meetings. The Board shall hold at least four regular meetings each year. The date upon which, and the hour and place at which, each regular meeting shall be fixed by resolution of the Board.

10.3 Special Meetings. Special meetings of the Board may be called in accordance with the provisions of the California Government Code.

10.4 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California. - 22 -

10.5 Minutes. The Executive Director shall cause minutes of all meetings of the Board and any standing committees of the Board to be kept and shall, after each meeting and approval of the Board, cause a copy of the minutes to be forwarded to each Participating Agency.

10.6 Quorum and Voting. For purposes of conducting business, there shall be present a quorum consisting of a majority of the Board. Each director shall have one vote. No action shall be effective without the affirmative votes of a majority of those present. The Board shall adopt such procedures as are consistent with this Agreement and applicable law and are necessary or helpful in conducting the business of the Authority in an orderly manner.

10.7 Budget. The Cities and the County have entered into a Memorandum of Agreement among the County of San Luis Obispo and the Cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo for the Establishment and Payment of Landfill Tipping Fee Surcharges To Support The San Luis Obispo Integrated Waste Management Authority (the “MOA”). Pursuant to the MOA, those members of the Authority having jurisdiction over such matters have agreed to establish tipping fee surcharges (the “Tipping Fee Surcharges”) which shall be paid into a Solid Waste Authority—Trust Fund (as defined in the MOA) for the purposes therein. (a) A line item and program budget for the Authority's
operations shall be adopted by the Board for the
ensuing Fiscal Year prior to June 30 of each year. All
costs incurred by the Authority shall be set forth in
the budget and shall be paid out of the solid waste
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fund derived from tipping fee surcharges and other
sources as approved by the Board.

The line item and program budget shall be submitted
in draft form to all Participating Agencies for review
and comment prior to adoption.

The line item and program budget shall include
sufficient detail to constitute an operating guideline, the anticipated sources of funds, and the anticipated
expenditures to be made for the operations of the
Authority and the administration, maintenance and
operating costs of the facilities identified in
Paragraph 6.1 herein. Any budget for Sole Use
Facilities shall be maintained separately. Approval of
the line item and program budget by the Board shall
constitute authority for the Executive Director to
expend funds for the purposes outlined in the
approved budget, subject to the availability of funds.
(b) A budget for the acquisition, construction, or
operation of facilities, or for contracting for the
acquisition, construction, or operation of facilities,
identified in Paragraph 6.1 herein shall be adopted
by the Board before the Authority commits any
acquisition or construction funds or contracts. It
may be amended if and when determined by the
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Board. Approval of the budget(s) for the facilities
identified in Paragraph 6.1 herein shall constitute
authority for the Executive Director (or any trustee
or other fiduciary appointed by the Authority) to
receive state or federal grant funds and proceeds of
Revenue Bonds and to expend funds for the
acquisition, construction, or operation of the
facilities identified in Paragraph 6.1 herein.
(c) A budget(s) governing the acquisition, construction, or operation of Sole Use Facilities may be adopted
by the affected Participating Agency or Agencies.

When such budgets are adopted by affected parties,
appropriate accounts shall be established by the
Authority and designated as such participant or
participant’s fund. Disbursement of such funds by
the Authority shall be made only upon receipt of
written authorization from the designated finance
officer of the affected Participating Agency or
Agencies. Receipts and disbursements for the
acquisition or construction of Sole Use Facilities may
also be made directly by the affected Participating
Agency or Agencies, in which case such budgets
shall not be a part of the budget of the Authority.

10.8 Rules of Procedure. The Board shall from time to time, establish written rules and procedures for the conduct of their meetings. - 25 -
SECTION 11. Joint Operating Fund and Contributions.

The Authority shall have the power to establish a joint operating fund. The fund shall be used to pay all administrative, operating, and other expenses incurred by the Authority. Funding shall be on an enterprise basis or as determined by the Board. All monies in the joint operating fund shall be paid out by the AuditorController / Treasurer for the purposes for which the fund was created upon authorization by the President of the Board and approval by the Executive Director of demands for payment, or as otherwise authorized by resolution of the Board filed with the Auditor-Controller / Treasurer. No Participating Agency shall be obligated to make any contributions of funds to the Authority for facilities to be established in accordance with Section 6.1 or pay any other amounts on behalf of the Authority, other than as required by this Section 11, without that Participating Agency’s consent evidenced by a written instrument signed by a duly authorized representative of that Participating Agency. The Authority shall contract with an independent certified professional accountant to conduct annual fiscal audits as required by applicable statute or legislation and report the results of such audit to the Board.

11.1 Auditor-Controller / Treasurer. The Auditor-Controller / Treasurer of San Luis Obispo County shall be the Auditor-Controller / Treasurer of the Authority. The Auditor-Controller / Treasurer shall preform all responsibilities and obligations as provided in Government Code section 6505.5. To the extent a conflict exists between this Section 11 and the Government Code, the Government Code shall control.
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11.2 Notwithstanding Sections 11.1 above, designation of the Auditor-Controller / Treasurer may be changed from time to time by resolution of the Board without necessitating amendment to this Agreement.

SECTION 12. Records and Accounts.

This Section and Section 11 are intended to ensure strict accountability of all funds of the Authority and to provide accurate reporting of receipts and disbursements of such funds. The Authority shall maintain accurate and correct books of account, showing in detail the costs and expenses of any service or acquisition and construction and the maintenance, operation, regulation and administration of any service or Joint Facilities or Sole Use Facilities, and all financial transactions of the Participating Agencies relating to any service or Joint Facilities or Sole Use Facilities. Books and records shall be established and maintained in accordance with generally accepted accounting principles promulgated by the California State Controller's Office and the Governmental Accounting Standards Board. The books of account shall correctly show any receipts and any costs, expenses, or charges to be paid by all or any of the Participating Agencies. The books of account shall be open to inspection at all times by a representative or agent of any of the Participating Agencies. In addition, if required by any resolution authorizing the issuance of Revenue Bonds, the Authority shall maintain appropriate books, records, accounts and files relating to each project as required by such resolution which shall be open to inspection by holders of Revenue Bonds if and to the extent, and in the manner, provided in the resolution.
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SECTION 13. Rates and Fees.

The Authority shall be funded by a combination of rates, fees, and other funding mechanisms as allowed by applicable authority. Use of revenue from rates and fees shall not be restricted based upon the funding mechanism. The Authority shall establish and regulate rates and/or tipping fees at facilities within the County of San Luis Obispo, such as landfills or other collection sites, for (1) the operation, acquisition, construction, repair, and maintenance of new and existing facilities; (2) the implementation of state legislation and regulations; (3) the operation of programs, education, outreach, monitoring and enforcement efforts; and (4) the preparation, adoption, and implementation a regional management plan.

The Authority may impose fees in amounts sufficient for (1) the implementation of state legislation and supporting programs; (2) education outreach, monitoring, reporting and compliance efforts; (3) the preparation, adoption, and implementation of a regional management plan; and (4) any other purposes as provided for by this Agreement. Revenue generation may include fees imposed on “Haulers” (defined as companies with an agreement with a governmental entity for the collection of solid waste, recyclables, or green waste in San Luis Obispo County), assessments, or any other funding mechanism as allowed by applicable authority. Rates and fees shall be set or modified by resolution only.

Prior to the Authority increasing rates or fees, or imposing new rates or fees, the Authority shall provide the Participating Agencies with all necessary facts, data, information and analyses related to justification and/or explanation of the proposed rates and fees that meet all applicable legal requirements to support their adoption. The Authority shall coordinate with the Participating Agency - 28 -
managers in this regard to ensure the facts, data, information and analyses provided by the Authority is adequate to enable the Participating Agencies to implement the Authority’s proposed rates and fees through the Proposition 218 process, if deemed applicable to a Participating Agency by that Agency; however, determinations regarding the application of Proposition 218 to any proposed increased rate or fee shall be made solely by each Participating Agency with no Authority representations of any kind.

The Authority shall establish a rate and/or fee setting policy which shall govern the obligations of the Authority to its Participating Agencies in the implementation of any new or increased rates or fees.

SECTION 14. Failure to Meet Waste Stream Requirements.

The Authority shall be entitled to cause the waste streams of each Participating Agency to be monitored, pursuant to procedures approved by the Board, in order to determine whether state waste diversion requirements are being met. If the waste stream diversion of any Participating Agency fails to meet any such requirements, including but not limited to taking all actions necessary to comply with state mandates, that Participating Agency shall be solely responsible for any and all resulting liabilities, damages, fines, criminal and civil sanctions, and costs and expenses. That Participating Agency shall also indemnify and hold the Authority and the other Participating Agencies harmless from and against any and all liabilities, damages, fines, sanctions, costs and expenses that are incurred as a result of the violation or a claimed violation including, without limitation, all fees and costs of legal counsel. If two or more Participating Agencies are responsible - 29 -
for a failure to meet any such requirements or are claimed to have violated any such requirements, the Participating Agencies responsible for the violations or which are the subject of such claims shall be responsible to, and shall indemnify, the Authority and the other Participating Agencies in proportion to their relative responsibility for the violations or claimed violations. Upon notification of any such violation or claim, the Participating Agency or Agencies shall take such prompt, corrective action as is necessary to meet the requirements. Nothing in this Section shall preclude one or more Participating Agencies or the Authority from imposing or establishing additional incentives to meet waste diversion requirements.

SECTION 15. Withdrawal and Dissolution.

15.1 The parties to this Agreement pledge full cooperation and agree to assign representatives to serve as official appointed representatives of the Authority or any committee or subcommittee thereof who shall act for and on behalf of their Participating Agency in any or all matters which shall come before the Authority, subject to any necessary approval of their acts by the governing bodies of the Participating Agencies.

15.2 Any party to this Agreement may withdraw from the Authority, upon providing six (6) months’ prior written notice, and terminate its participation in this Agreement by resolution of its governing body. The withdrawal of the Participating Agency shall have no effect on the continuance of this Agreement among the remaining Participating Agencies, and the Agreement shall remain in full force and effect with respect to the remaining Participating Agencies. No - 30 -
withdrawal shall become effective until six (6) months after receipt of the written notice by the Authority.

15.3 A Participating Agency which has withdrawn from the Authority shall not be liable for the payment of further contributions falling due beyond the date of withdrawal and shall have no right to reimbursement of any monies previously paid to the Authority. The Authority may authorize a reimbursement if in its judgment such reimbursement is fair and equitable and can be done without jeopardy to the operation of the Authority. If any Participating Agency fails to pay a required contribution, as determined by the Board, that Participating Agency shall be provided with a sixty (60) day written notice and an opportunity to cure. If the Board determines that the Participating Agency has failed to cure or negotiate a cure within sixty (60) days following delivery of the written notice shall be deemed a voluntary withdrawal from the Authority.

15.4 The Authority may be dissolved at any time and this Agreement terminated by a joint agreement duly-approved and executed by a majority of the Members which are parties hereto. Said termination agreement shall provide for the orderly payment of all outstanding debts and obligations and for the return of any surplus funds of the Authority in proportion to the contributions made by the Participating Agencies. In the event the Authority is dissolved, the individual Participating Agencies shall be responsible for complying with the requirements of the Act as included in the approved SRREs, HHWE, NDFE, Countywide or Regional Siting Element and Integrated Waste Management Plan in addition to compliance with all waste management related legislation. - 31 -
SECTION 16. Amendments Including Termination.

This Agreement may only be amended or terminated by a written instrument executed by a majority of the Members and meeting the requirements imposed by the terms or conditions of all Revenue Bonds and related documentation including, without limitation, indentures, resolutions, and letter of credit agreements. Notwithstanding the foregoing, no amendment or termination shall require any Participating Agency to contribute any funds to the Authority or become directly or contingently liable for any debts, liabilities or obligations of the Authority without the consent of that agency evidenced in a written instrument signed by a duly authorized representative of that Participating Agency.

SECTION 17. Filing with the Secretary of State.

The Secretary shall file all required notices with the Secretary of State in accordance with California Government Code sections 6503.5 and 53051 SECTION 18. Notices.

All notices which any Participating Agency of the Authority may wish to give in connection with this Agreement shall be in writing and shall be served by personal delivery, by electronic mail, or by US mail addressed to the Participating Agency, or Participating Agencies, or the Authority at its principal office, or to such other address as the Authority or Participating Agency or Participating Agencies may designate from time to time by written notice given in the manner specified in this Section. Service of notice pursuant to this Section shall be deemed complete on the day of service by personal delivery (but 24 hours after such delivery in the case - 32 -
of notices of special meetings of the Board), two days after mailing if deposited in the United States mail, or in 24 hours if provided by electronic mail.

SECTION 19. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the Participating Agencies. However, no Participating Agency shall assign any of its rights under this Agreement except to a duly formed public entity organized and existing under the laws of the State of California approved by a majority of the voting Directors who do not represent the assigning Participating Agency. No assignment shall be effective unless and until the Authority, the Participating Agencies, and the proposed assignee comply with all then applicable requirements of law relating to changes in the composition of entities such as the Authority if and when they have Revenue Bonds outstanding and with the terms and conditions of all Revenue Bonds and related documentation including, without limitation, indentures, resolutions and letter of credit agreements.

SECTION 20. Severability
Should any part, term, sentence, or provision of this Agreement be decided by a final judgment of a court or arbitrator to be illegal or in conflict with any law of the State of California or otherwise be unenforceable or ineffectual, the validity of its remaining parts, terms, sentences, and provisions shall not be affected and the Participating Agencies represent that they would have adopted this Agreement even without the ineffectual or non-valid provision(s). - 33 -
SECTION 21. Section Headings.

All section headings contained in this Agreement are for convenience and reference. They are not intended to define or limit the scope of any provision of this Agreement.

SECTION 22. Effective Date.

This Agreement shall take effect upon its execution by all Members, pursuant to resolutions of such governing bodies authorizing such execution and shall remain in full force and effect until dissolved pursuant to the provisions herein. This Agreement may be executed in counterparts which together shall constitute a single agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written.
- 1 -

PARTICIPATING AGENCIES
CITIES
Arroyo Grande
Atascadero
El Paso de Robles
Grover Beach
Morro Bay
Pismo Beach
San Luis Obispo

AUTHORIZED DISTRICTS
Avila Beach CSD
California Valley CSD
Cambria CSD
Cayucos Sanitary District
Ground Squirrel Hollow CSD
Heritage Ranch CSD
Los Osos CSD
Nipomo CSD
Oceano CSD
San Miguel CSD
San Simeon CSD
Templeton CSD

NIPOMO COI¡MUNITY SERVICES DISÏRICT
By:

Clerk
APPROVED AS TO AND LEGAL EFFECT:

By:

Attorney
Date: 7-/1*7,7--
ch
Resolution No. ÐÐàl -l6ta
Date: 711912022
18

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PRESENT: Supervisors Bruce S. Gibson, Dawn Ortiz-Legg, Jimmy Paulding, Debbie Arnold and Chairperson John Peschong
ABSENT: None
RESOLUTION NO. 2023-276

RESOLUTION ADOPTING THE SECOND AMENDED AND RESTATED JOINT POWERS

AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY The following Resolution is hereby offered and read:

WHEREAS, an agreement was executed by and between the incorporated cities of San Luis Obispo County (“Cities”) and the County of San Luis Obispo (“County”) forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (the “Original JPA Agreement”), for the purpose of facilitating the development of waste diversion programs and projects;
WHEREAS, pursuant to the terms of the Original JPA Agreement, the Cities and the County created and established a public entity identified as the San Luis Obispo County Integrated Waste Management Authority (“IWMA”);
WHEREAS, in or around 2001, the Cities, County, and certain special districts within the County (“Authorized Districts”) executed a Memorandum of Agreement (“MOA”) amending the Original JPA Agreement to provide the Authorized Districts with representation on the Board of Directors of the IWMA; WHEREAS, on or about November 15, 2021, the County withdrew from the IWMA, after which the Cities and Authorized Districts elected to amend the Original JPA Agreement to reflect the withdrawal on the terms set forth in the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority, which was adopted by the participating agencies in 2022 (“2022 JPA Agreement”). The 2022 JPA Agreement is attached hereto as Exhibit A and incorporated herein by this reference; and

IN THE BOARD OF SUPERVISORS

COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA
Tuesday, October 31, 2023
Attachment 2
WHEREAS, the County desires to rejoin the IWMA pursuant to the terms set forth in the 2022 JPA Agreement, as amended by the 2023 County Joinder Amendment to the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority {"County Joinder Amendment"). The County Joinder Amendment is attached hereto as Exhibit B and incorporated herein by this reference.

NOW, THEREFORE, BE IT RESOLVED AND ORDERED that the Board of Supervisors of the County of San Luis Obispo, State of California, finds, declares and determines as follows:

1. The foregoing recitals are true, correct, and incorporated herein.

2. The County hereby acknowledges, accepts, and agrees to be bound by the terms of the 2022 JPA Agreement, as amended by the County Joinder Amendment.

3. This Resolution shall take effect immediately upon adoption.

4. The Chairperson of the Board of Supervisors or designee is authorized and directed to deliver this adopted Resolution to the IWMA and to execute the County Joinder Amendment.

Upon motion of Supervisor Gibson, seconded by Supervisor Paulding, and on the following roll call vote, to wit:

AYES:

NOES:

Supervisors Gibson, Paulding and Ortiz-Legg
Supervisor Arnold
ABSENT: None
ABSTAINING: Chairperson Supervisor Peschong
the foregoing Resolution is hereby adopted on then_ day of October, 2023.

ATTEST: ,. 'f '· � .. , 11 "'.
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!OHN NILON, '" /
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Chairperson of the Board of Supervisors

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(SEAL)
APPROVED AS TO FORM AND LEGAL EFFECT:

RITA L. NEAL
County Counsel
By: .fY ��_y ,Js--4 {-
Deputy County Counsel
Dated: October 23, 2023
L:\Solid Waste\2023\_Reso lutions\lWMA\WMA Rejoining Att 1 Reso JPA & Joinder.docx STATE OF CA.LIFORNIA ) ss.

COUNTY OF SAN LU IS OBISPO)
!, JOHN NILON, lriterim Ex-Officio Clerkoftt:eBoard ofSuperviscrs ti"e reof,do rerebycertify the foregoing to be a full, true ard co rrect copy of an order entered ir- the mirutes of said Board of Supervisors, ar-d now remair.irg of record in my office.

Witness, my hand ar.c! seal ofsaicl Board of Supervisors on �ovef'tlbf �• 2023.

By:

JOHNNILON):' ·.,.•·••-•., .. ,_·
Interim Ex-Officio Clerk oftr,�··s1:
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EXHIBIT A

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EXHIBIT B

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On October 15th, 2021, The County of San Luis Obispo Board of Supervisors voted to leave the San Luis Obispo County IWMA
On March 21, 2023, the Board of Supervisors gave direction to county staff to initiate discussions with the San Luis Obispo County IWMA and its member agencies to rejoin the IWMA.

On April 12, 2023, your Board met to discuss the prospect of the County rejoining the JPA (Joint Powers Agreement) and gave IWMA staff direction to begin discussions. IWMA and County Department of Public Works (PW) staff have met and discussed the necessary coordination to bring the County back into the IWMA.

On June 14, 2023, your Board appointed an Ad Hoc Committee to engage work with IWMA Staff and members of the County Board of Supervisors to discuss the conditions and process of rejoining the IWMA and discuss representation on the IWMA Board.

At the October 11, 2023, IWMA Board meeting the Board of Directors for the San Luis Obispo County Integrated Waste Management Authority voted to approve the Joinder Agreement “as to form”. This Joinder agreement was prepared and delivered to County Department of Public Works as a pathway for the Unincorporated County to rejoin the IWMA.

The Joinder agreement fundamentally addresses two issues.

1. It allows the County to rejoin the JPA with one seat and one vote on the IWMA Board.

2. It allows the IWMA Board to move the election of its officers to the beginning of the year.

At the October 31, 2023, Board of Supervisors meeting the County Board of Supervisors voted to approve a resolution adopting the Second Amended and Restated Joint Powers Agreement of the San Luis Obispo County Integrated Waste Management Authority as amended by the 2023 County Joinder Agreement, which enables the County to rejoin as a member.

On a separate item the County Board of Supervisors voted to Adopt a resolution to increase the Solid Waste Management Fee for solid waste collection customers in accordance with Government Code Section 66016 to match the IWMA’s solid waste management fee to 4.4% in accordance with IWMA resolution No. 2023-06-03.

Attachment 3
Impact:

The Unincorporated County’s return to the IWMA will create the following impacts on workload and revenue for the IWMA.

The IWMA would assume responsibility for the following tasks. • Capacity Planning. (Edible Food and Organics Processing) • Electronic Annual Reporting for County Areas
• Management of the NDFE (Non-disposal facility element) • Management of the Siting Element
• SB 1383 Outreach and Education for unincorporated areas • AB 939 programs for the unincorporated county areas
The IWMA would receive additional revenue from the following sources. • Solid waste management fee from Unincorporated areas at 4.4% • Increased revenue from the Land Fill Tipping Fee Surcharge from Unincorporated areas
• Increase in Block Grant funding from CalRecycle.

The County’s return to the IWMA will be a benefit to the rate payer as well as the jurisdictions that the agency serves.
1 2023 COUNTY JOINDER AMENDMENT

TO SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT

OF THE INTEGRATED WASTE MANAGEMENT AUTHORITY
This County Joinder Amendment (“County Joinder”), dated _______________, 2023, to the SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT (“2022 JPA Agreement”) is by and between the incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo, all being municipal corporations of the State of California and located within the boundaries of the County of San Luis Obispo California, (collectively, the “Cities”) and the County of San Luis Obispo, by its joinder herein.

A. On or about May 10, 1994, an agreement was executed by and between the Cities and the County of San Luis Obispo forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (the “Original JPA Agreement”), through which such member agencies created and established a public entity identified as the San Luis Obispo County Integrated Waste Management Authority (“IWMA”).

B. On or around 2001, the Cities, County, and certain special districts within the County (“Authorized Districts”) executed a Memorandum of Agreement (“MOA”) amending the Original JPA Agreement to include the Authorized Districts for representation on the IWMA Board.

C. On or about November 15, 2021, the County withdrew from the IWMA, after which the remaining Cities and Authorized Districts elected to reestablish and continue the IWMA, on the terms set forth in the Second Amended and Restated Joint Powers Agreement of the Integrated Waste Management Authority, which was adopted by the participating agencies in 2022 (“2022 JPA Agreement”).

D. On or about October 31, 2023, the County officially elected to rejoin the IWMA, including on the terms set forth the 2022 JPA Agreement, as amended hereby.

Based on the foregoing, the Cities, Authorized Districts, including the County through its joinder, hereby agree to the following amendments to the 2022 JPA Agreement reflecting the County’s joinder.

1. Title Amendment and List of Participating Agencies Attachment. The Title of the 2022 JPA shall be amended to read “Second Amended and Restated Joint Powers Agreement to Establish an Integrated Waste Management Authority.” The List of Participating Agencies attached to the 2022 JPA Agreement is replaced with the list attached to this Joinder Amendment.

2. Definitions. Section 1, entitled, “Definitions” shall be amended to include the following new definitions or amended definitions.

A. County shall be added as a definition. “County” means any unincorporated areas of the County of San Luis Obispo.

B. The following referenced definitions replace those of the same number in the 2022 JPA Agreement in their entirety.

Attachment 4
[Participating Agency Signature Pages Follow]
2 “1.17 “Members” means the Cities and the County who are members of this regional agency, formed pursuant to Public Resources Code section 40970 et seq, and the one (1) Authorized District Representative pursuant to Public Resources Code section 40977.” “1.18 “Participating Agency” or “Participating Agencies” means and shall include the Cities, the County and the Authorized Districts who are signatories to this Agreement, including by way of joinder, delegating powers to the Authority pursuant to this Agreement, and participating in the governance of the IWMA.”
C. Notwithstanding the foregoing, the definition of “MRF”, was inadvertently included within the definition of “Members”, in the 2022 JPA Agreement, and such definition shall remain the definition of “MRF” and is not deleted.

3. Section 8, entitled “Boundaries” is amended and restated in its entirety to read:
“Section 8. Boundaries. The boundaries of the Authority shall be the boundaries of the collective Participating Agencies. If a Participating Agency withdraws from the Authority, the boundaries shall be modified to exclude the area of the withdrawing agency. If a qualified agency joins the Authority, the boundaries shall be modified to include the area of the joining Participating Agency. Section 8 shall not prevent the Authority’s use and/or operation of facilities outside of its boundaries within the County of San Luis Obispo.”

4. Section 9, entitled “Organization” shall be amended to include a new paragraph 9.2(g) to read as follows:
“(g) County. The County shall be entitled to appoint one representative to the Authority which representative shall consist of one (1) member from Board of Supervisors. The County may elect to have an alternate member from the Board of Supervisors in addition to any official member but said appointed alternate shall be able to vote only in the absence of the official representative.”

5. County Joinder. The County hereby joins the IWMA pursuant to the terms and conditions in the 2022 JPA Agreement as amended hereby, and the undersigned hereby consent.

6. Omnibus Change. Wherever references to “Cities” is used or “Cities and Authorized Districts”, are used in the 2022 JPA Agreement, including in its recitals, such references shall expressly be read to include the County unless context expressly dictates otherwise.

7. Ratification. The 2022 JPA Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms and provisions, as amended hereby.

8. Effective Date. This Joinder Amendment shall take effect when adopted by each of the Cities, the County, with the Authorized Districts consenting to the joinder of the County, as evidenced by their execution pursuant to resolutions of such governing bodies authorizing such execution and shall remain in full force and effect until dissolved pursuant to the provisions herein. This Joinder Amendment may be executed in counterparts which together shall constitute a single agreement.

Electronically executed signatures may be accepted in lieu of originals if a Member agency has authorized electronic signatures through policy or otherwise. [Signature Page – City of Grover Beach]
[Joinder Amendment to Second Amended and Restated JPA]

CITY OF GROVER BEACH
By: ______________________ Date ______________________
Mayor
By: ______________________ Resolution No. ______________ Clerk
APPROVED AS TO FORM AND LEGAL EFFECT:

By: ______________________
City Attorney
List of Participating Agencies

LISR OF PARTICIPATING AGENCIES
CITIES
Arroyo Grande
Atascadero
El Paso de Robles
Grover Beach
Morro Bay
Pismo Beach
San Luis Obispo
COUNTY
The County of San Luis Obispo

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GROVER BEACH, CALIFORNIA ADOPTING 2023 COUNTY JOINDER AMENDMENT TO THE

SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT OF THE

INTEGRATED WASTE MANAGEMENT AUTHORITY
WHEREAS, on May 10, 1994, an agreement was executed by and between the incorporated cities of San Luis Obispo County (“Cities”) and the County of San Luis Obispo, forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (Government Code sections 6500 et seq.), for the purpose of facilitating the development of waste diversion programs and projects that provide economies of scale without interfering with individual agencies’ exercise of power within their own jurisdiction (hereinafter referred to as the “JPA Agreement”); and
WHEREAS, pursuant to the JPA Agreement, the power to perform the responsibilities of the joint powers authority was vested in the San Luis Obispo County Integrated Waste Management Authority Board of Directors (“IWMA Board”); and
WHEREAS, in or around 2001, a Memorandum of Agreement (“MOA”) was executed by and between the Cities, the County of San Luis Obispo, and certain special districts within San Luis Obispo County that possessed solid waste authority (“Authorized Districts”), amending the JPA Agreement to include the Authorized Districts for representation on the IWMA Board, which MOA was replaced on execution of the Second Amended and Restated JPA Agreement; and WHEREAS, the Board of Directors of the IMMA directed IWMA staff that on the County of San Luis Obispo’s approval to rejoin the IWMA, to circulate the 2023 County Joinder Amendment to the Second Amended and Restated JPA (“Joinder Amendment”) to the Participating Agencies for approval (a true and correct copy of the 2023 County Joinder Amendment to JPA is attached hereto as Exhibit A), including among the Authorized Districts with representation on the Board through their designated representative; and
WHEREAS, the JPA Agreement, as last amended, authorized amendments to the JPA Agreement on vote of a majority of the Members, and this resolution is intended to express the approval of Members and acknowledged agreement of all other Participating Agencies.

WHEREAS, the County wishes to join the Cities and the Authorized Districts (together “Participating Agencies”) in confirming and conferring upon the IWMA as separate legal entity the powers necessary to enable them to achieve their waste diversion goals and to comply with the Integrated Waste Management Act, Assembly Bill 341, Assembly Bill 1826, Senate Bill 1383, and all current and future state-mandated laws, rules and regulations to the extent allowed by law and as provided in the JPA Agreement.

WHEREAS, The City Council of the City of Grover Beach desires to acknowledge, accept, and agree to be bound by the terms and conditions of the Joinder Amendment to the Second Amended and Restated JPA.

Resolution No. 23-__ Page 2
NOW THEREFORE, BE IT HEREBY RESOLVED that The City Council of the City of Grover Beach acknowledges, accepts, and agrees to be bound by the terms and conditions of the Joinder Amendment to the Second Amended and Restated JPA.

On motion by Council Member __________, seconded by Council Member ________, and on the following roll-call vote, to wit:

KAREN BRIGHT, MAYOR
Attest:

WENDI B. SIMS, CITY CLERK
**DRAFT**
Agenda Item No. 6

CITY COUNCIL STAFF REPORT
TO: Honorable Mayor and City Council DATE: December 11, 2023 FROM: Matthew Bronson, City Manager
PREPARED BY: Erin Wiggin, CIP Manager
SUBJECT: Award of Construction Contract for Nacimiento Repair Project

RECOMMENDATION
Award a contract for construction of Nacimiento Repair Project to S. Chaves Construction, Inc. in the amount of $106,445.45 for the Base Bid; authorize the City Manager to sign and affirm change orders up to an aggregate of $15,000; and authorize the Mayor to execute the contract on behalf of the City.

BACKGROUND
In January 2023, Nacimiento Avenue suffered severe damage due to the unprecedented winter rainstorms. The City hired Aloha Ke Akua Engineering Corporation (AKA) for professional design services for the project. Staff has been working with FEMA to secure the funding for the necessary repairs on a reimbursement basis.

Bids for the Nacimiento Repair Project were opened on November 29, 2023. The City received three bids shown in Attachment 2 ranging from $106,445.45 to $126,497.00 for the base bid work, compared with the Engineer’s Estimate of approximately $89,000. The lowest responsive and responsible bidder is S. Chaves Construction, Inc. from San Luis Obispo with a base bid of $106,445.45. Staff has completed a review of S. Chaves Construction, Inc.’s qualifications and capability to complete the project and is recommending the Council award a construction contract to them. Pending the Council’s award of the construction contract, construction on this project will begin as soon as possible, weather permitting.

FISCAL IMPACT
This funding for the project will be reimbursed by FEMA. The total project cost includes the lowest bid plus contingency as identified above for a total not to exceed $121,445.45. Staff is recommending the Council award to S. Chaves Construction, Inc. in the amount of $106,445.45 and authorize the City Manager to approve the construction contract and construction management change orders, if necessary, up to an additional $15,000.

ALTERNATIVES
The Council has the following alternatives to consider:

1. Award the contract for construction of Nacimiento Repair Project to S. Chaves Construction, Inc. in the amount of $106,445.45 for the Base Bid; authorize the City Manager to sign and affirm change orders up to an aggregate of $15,000; and authorize the Mayor to execute the contract on behalf of the City; or Staff Report: Nacimiento Repair Project Construction Contract Page 2 December 11, 2023

2. Delay award of the project and provide additional direction to staff; or

3. Reject all bids, modify the project, and re-advertise for bids as soon as possible.

PUBLIC NOTIFICATION
The agenda was posted in accordance with the Brown Act.

Attachments

1. Agreement

2. Bid Results

CITY OF GROVER BEACH
County of San Luis Obispo
State of California

NOTICE TO BIDDERS

SPECIAL PROVISIONS

PROPOSAL AND

CONTRACT
For

THE NACIMIENTO REPAIR PROJECT
November 8, 2023
Bids Open: Wednesday, November 29, 2023 @ 2:00 p.m.

Approved:
_________ November 8, 2023
Steve Kahn, P.E., L.S., Interim Director of Public Works Date DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 Attachment 1
i | P a g e Nacimiento Repair Project

TABLE OF CONTENTS

SECTION PAGE
NOTICE TO BIDDERS ................................................................................................................. 1 REQUIRED BID FORMS ............................................................................................................. 3 PROPOSAL ...................................................................................................................... 4 BID INFORMATION .......................................................................................................... 5 BID QUANTITIES ............................................................................................................. 6 EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION ............................................. 8 NONCOLLUSION AFFIDAVIT .......................................................................................... 10 DEBARMENT AND SUSPENSION CERTIFICATION....................................................... 11 LIST OF SUBCONTRACTORS ........................................................................................ 12 QUESTIONNAIRE ............................................................................................................ 13 BID FORM ........................................................................................................................ 14 BIDDER’S BOND .............................................................................................................. 15 PROJECT REFERENCES ................................................................................................ 16 CONTRACT FORMS ................................................................................................................... 17 GUARANTY ...................................................................................................................... 18 CONTRACT ...................................................................................................................... 19 SPECIAL PROVISIONS ............................................................................................................... 23 SECTION 1. SPECIFICATIONS AND PLANS .................................................................. 23 SECTION 2. PROPOSAL REQUIREMENTS AND CONDITIONS .................................... 29 SECTION 3. AWARD AND EXECUTION OF CONTRACT ............................................... 34 SECTION 4. BEGINNING OF WORK, TIME OF COMPLETION,

LIQUIDATED DAMAGES, HOURS OF WORK, NIGHT WORK,
AND SCHEDULED SUSPENSION ............................................................... 35 SECTION 5. GENERAL .................................................................................................... 36 SECTION 6. MEASUREMENT AND PAYMENT ............................................................... 46 SECTION 7. REFERENCE INFORMATION ..................................................................... 51 SECTION 8. MATERIALS ................................................................................................. 52 SECTION 9. DESCRIPTION OF WORK ........................................................................... 53 SECTION 10. TECHNICAL SPECIFICATIONS ................................................................ 54

APPENDICES A-D
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 1 | P a g e Nacimiento Repair Project
City of Grover Beach
State Of California - - - - - - - - - - - - - - - NOTICE TO BIDDERS Sealed bids will be received by the City Clerk of the City of Grover Beach at the City Clerk’s Office at 154 South 8th Street, Grover Beach, CA 93433 until 2:00 p.m., on Wednesday, November 29, 2023 and promptly thereafter all bids that have been duly received will be publicly opened and read aloud for furnishing to said City all labor, materials, equipment, transportation, services and supplies necessary to construct and complete the construction of the:

NACIMIENTO REPAIR PROJECT
General Work Description: In general, the Base Bid Work shall be repair at the end of Nacimiento, including and not necessarily limited to, mobilization activities, public notification and interaction activities, construction surveying and staking, traffic control, water pollution control practices, demolition, concrete curb and gutter, retaining curb, channel, cross gutter, hot mix asphalt repairs and access road repairs.

The estimated opinion of probable construction cost for this Base Bid Work is approximately $89,000.00 Conditions of Submitting a Bid: Bids are required for the entire Work described herein.

The Contractor shall possess a Class A license at the time this Contract is awarded through Contract acceptance.

The Contractor and all subcontractors will be required to obtain a City of Grover Beach Business Tax Certificate at the time the Contract is awarded.

This Contract is subject to state contract nondiscrimination and compliance requirements pursuant to Government Code, Section 12990.

Notice to Bidders, Plans, Special Provisions, and Proposal Forms may be inspected at the Public Works Office in Grover Beach, California, and copies of said documents may be obtained through City of Grover Beach website: www.groverbeach.org. No bid will be received unless it is made on a Proposal Form furnished by the City. Bids received via FAX will not be considered.

Each bid shall be accompanied by cash, certified or cashier’s check, or bidder’s bond for not less than ten percent (10%) of the amount of the base bid, made payable to the City of Grover Beach.

Pursuant to Section 1773 of the Labor Code, the general prevailing wage rates in the county, or counties, in which the work is to be done have been determined by the Director of the California Department of Industrial Relations. These wages are set forth in the General Prevailing Wage Rates for this project available from the California Department of Industrial Relations’ Internet web site at http://www.dir.ca.gov/OPRL/PWD/. Future effective general prevailing wage rates, which have been predetermined and are on file with the California Department of Industrial Relations are referenced but not printed in the general prevailing wage rates.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Pursuant to Labor Code section 1725.5, no contractor or subcontractor may be listed on a bid proposal or be awarded a contract for public work on public works project unless registered with the Department of Industrial Relations.

Notice is also hereby given that any or all bidders may be required to furnish a sworn statement of their financial responsibility, technical ability and experience before award is made to any particular bidder.

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Bidders shall contact the City of Grover Beach Department of Public Works office at [email protected] the day prior to bid opening to obtain any bidding addenda information.

Submittal of a signed bid shall be evidence that the Bidder has obtained this information and that the bid is based on any changes contained therein.

Submittal of Bidder’s Inquiries: Inquiries or questions based on alleged patent ambiguity of the plans, specifications or estimate must be communicated as a bidder inquiry prior to bid opening.

Bidder’s inquiries shall be submitted in writing via e-mail to the City of Grover Beach, Public Works Department, at: [email protected]. The cutoff time that the City will accept bidder’s inquiries is close of business on November 16, 2023. The City will respond to bidder’s inquiries via bidding addenda.

Any such inquiries, submitted after the cutoff time of receiving bidder’s inquiries, will not be treated as a bid protest.

By submitting a bid, the bidder is confirming that a job walk was performed, and any visual ambiguities have been submitted in writing via a bidder inquiry.

Bid Submittal Instructions: On the outside of the bid envelope the Bidder shall indicate the following:

1. Name and Address of Bidder

2. Name of project on which bid is submitted

3. Date and time of bid opening
The right is reserved by the City of Grover Beach to reject any or all bids, to evaluate the bids submitted, and award the Contract to the lowest responsible bidder. The City further reserves the right to waive any informalities or minor irregularities in the bid.

No bidder may withdraw his bid for a period of sixty (60) working days after the date set for the opening thereof.

Dated this 8th, day of November 2023, at the City of Grover Beach, California.

City of Grover Beach

STATE OF CALIFORNIA
Steve Kahn, PE, LS
Interim Public Works Director/City Engineer
Legal Ad Published:

The New Times: Thursdays, November 9 and 16, 2023
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 3 | P a g e Nacimiento Repair Project

REQUIRED BID FORMS
A complete bid shall include the following BID FORMS include the following:

PROPOSAL to the City of Grover Beach

BID INFORMATION AND BID QUANTITIES

EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION

NONCOLLUSION AFFIDAVIT

DEBARMENT AND SUSPENSION CERTIFICATION

LIST OF SUBCONTRACTORS

QUESTIONNAIRE

BID FORM
BIDDER’S BOND

PROJECT REFERENCES
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 4 | P a g e Nacimiento Repair Project
(Because some colored inks will not reproduce in copy machines, please use black ink to complete this proposal.)

PROPOSAL
To The City of Grover Beach
For the
NACIMIENTO REPAIR PROJECT - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The Work shall be constructed in accordance with the State of California Department of Transportation Standard Specifications dated 2010, except as modified by these Special Provisions, the Construction Drawings, the City of Grover Beach Standard Drawings and the Contract annexed hereto. In the absence of specific standards referenced in the foregoing, water system work and materials shall comply with AWWA Standards. Labor Surcharges and the Equipment Rental Rates and General Prevailing Wage Rates of the STATE OF CALIFORNIA, Business and Transportation Agency, Department of Transportation shall apply to all work except as modified herein.

This Proposal is submitted with respect to the changes to the Contract included in addenda number/s _________________________ (Fill in addenda numbers if addenda have been received).

DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 5 | P a g e Nacimiento Repair Project

BID INFORMATION
Bids are submitted for the entire Work. The amount of the bid for comparison purposes will be the total of all items. The total of unit basis items will be determined by extension of the item price bid on the basis of the estimated quantity set forth for the item.

The Bidder shall set forth for each item of Work, in clearly legible figures, an item price and a total for the item in the respective spaces provided for this purpose. In the case of unit basis items, the amount set forth under the "Item Total" column shall be the extension of the item price bid on the basis of the estimated item quantity for the item.

In case of discrepancy between the item price and the item total set forth for the item, the item price shall prevail provided, however, if the amount set forth as an item price is ambiguous, unintelligible or uncertain for any cause, or is omitted, or in the case of unit basis items, is the same amount as the entry in the "Item Total" column, then the amount set forth in the "Item Total" column for the item shall prevail in accordance with the following:

1. As to lump sum items, the amount set forth in the "Item Total" column shall be the item price.

2. As to unit basis items, the amount set forth in the "Item Total" column shall be divided by the estimated quantity for the item and the price thus obtained shall be the item price.

The City reserves the right to reject any and all bids.

The BASIS OF AWARD of the Contract will be based on the lowest, responsive, responsible “BASE” Bid. The city, at its sole discretion, may or may not elect to award the Base Bid and Additive Bid.

If this proposal shall be accepted and the undersigned shall fail to enter into the Contract, to provide the certificate(s) of insurance and endorsement(s) as required by these Special Provisions, and to give the specified Payment Bond and Performance Bond with a surety that is satisfactory to the City, within ten (10) days, not including Saturdays, Sundays and legal holidays, after the Bidder has received notice from the City that the Contract has been awarded, the City may, at its option, determine that the Bidder has abandoned the Contract, and thereupon this proposal and the acceptance thereof shall be null and void and the forfeiture of such security accompanying this proposal shall operate and the same shall be the property of the City.

The undersigned, as Bidder, declares under penalty of perjury that the only persons or parties interested in this proposal as principals are those named herein; that this proposal is made without collusion with any other person, firm, or corporation; that he has carefully examined the location of the proposed Work, the annexed proposed form of contract and the plans therein referred to; and he proposes, and agrees, if this proposal is accepted, that he will contract with the City in the form of the copy of the Contract annexed hereto, to provide all necessary machinery, tools, apparatus and other means of construction, and to do all the Work and furnish all the materials specified in the Contract, in the manner and time therein prescribed, and according to the requirements of the Engineer as therein set forth, and that he will take in full payment therefore the following item prices, to wit:

DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 10 | P a g e Nacimiento Repair Project
Noncollusion Affidavit
(Title 23 United States Code Section 112 and
Public Contract Code Section 7106)
To the CITY of Grover Beach, DEPARTMENT OF PUBLIC WORKS.

In conformance with Title 23 United States Code Section 112 and Public Contract Code Section 7106 the Bidder declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the Bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the Bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the Bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the Bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

Note: The above Noncollusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Noncollusion Affidavit. Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.

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DEBARMENT AND SUSPENSION CERTIFICATION
TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29
The Bidder, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, manager:
is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any Federal agency;
has not been suspended, debarred, voluntarily excluded or determined ineligible by any Federal agency within the past 3 years;
does not have a proposed debarment pending; and
has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining Bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Certification.

DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 17 | P a g e Nacimiento Repair Project

CONTRACT FORMS
CONTRACT FORMS shall include the following:

GUARANTY to the City of Grover Beach
CONTRACT, including the completed CONTRACT QUANTITIES and Total Contract Amount PERFORMANCE BOND (form provided by Contractor)
PAYMENT BOND (form provided by Contractor)
Insurance Certificate(s) and Endorsement(s) (form provided by Contractor) DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 18 | P a g e Nacimiento Repair Project
(This guaranty shall be executed by the Successful Bidder in accordance with the instructions in the Special Provisions. The Bidder may execute the guaranty on this page at the time of submitting his bid).

GUARANTY
To The City of Grover Beach
for

NACIMIENTO REPAIR PROJECT
THE UNDERSIGNED guarantees the construction and installation of all work performed under this Contract.

SHOULD any of the material or equipment prove defective or should the Work as a whole prove defective, due to faulty workmanship, material furnished or methods of installation, or should the Work or any part thereof fail to operate properly as originally intended and in accordance with the plans and specifications, due to any of the above causes, all within twelve (12) months after the date on which this Contract is accepted by the City of Grover Beach, the undersigned agrees to reimburse the City of Grover Beach, upon demand, for its expenses incurred in restoring said Work to the condition contemplated in said project, including the cost of removing and replacing any other Work necessary to make such replacement or repairs, or, upon demand by the City of Grover Beach, to replace any such material and to repair said Work completely without cost to the City of Grover Beach so that said Work will function successfully as originally contemplated.

THE CITY OF GROVER BEACH shall have the unqualified option to make any needed replacements or repairs itself or to have such replacements or repairs done by the undersigned. In the event the City elects to have said Work performed by the undersigned, the undersigned agrees that the repairs shall be made and such materials as are necessary shall be furnished and installed within a reasonable time after the receipt of demand from the City. If the undersigned shall fail or refuse to comply with its obligations under this guaranty, the City of Grover Beach shall be entitled to all costs and expenses, including attorneys' fees, reasonably incurred by reason of said failure or refusal.

Date: ________________________ _______________________________________ CONTRACTOR DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D 12/5/2023
DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 19 | P a g e Nacimiento Repair Project
The City of Grover Beach

STATE OF CALIFORNIA - - - - - - - - - - - - - - - - - - CONTRACT For the

NACIMIENTO REPAIR PROJECT
THIS AGREEMENT, made and concluded, in triplicate, this ___day of 2023, between the CITY OF GROVER BEACH, party of the first part, and, ____________________Contractor, party of the second part.

ARTICLE I. -- WITNESSETH, That for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the said party of the first part, the said party of the second part agrees with the said party of the first part, at his own proper cost and expense, to do all the work and furnish all the materials, except such as are mentioned in the specifications to be furnished by said party of the first part, to construct this project in accordance with the State of California Department of Transportation Standard Specifications dated 2010, except as modified by these Special Provisions, the Construction Drawings, the City of Grover Beach Standard Drawings and the Contract annexed hereto. In the absence of specific standards referenced in the foregoing, water system work and materials shall comply with AWWA Standards. Labor Surcharges and the Equipment Rental Rates and General Prevailing Wage Rates of the STATE OF CALIFORNIA, Business and Transportation Agency, Department of Transportation shall apply to all work except as modified herein. All other provisions of the Notice to Bidders, Special Provisions Proposal and Contract for the NACIMIENTO REPAIR PROJECT, (herein also referred to as “the project”), are hereby specially and incorporated by reference.

ARTICLE II. -- The said party of the first part hereby promises and agrees with the said Contractor to employ, and does hereby employ, the said Contractor to provide the materials and to do the work according to the terms and conditions herein contained and referred to, for the prices, hereinafter set forth and hereby contracts to pay the same at the time, in the manner and upon the Conditions herein set forth; and the said parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby agree to the full performance of the covenants herein contained.

ARTICLE III. -- The statement of prevailing wages as determined by the Director of Industrial Relations of the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1 and which is filed at the principal office of the said party of the first part in accordance with the requirements of Section 1773.2 of said Code is hereby specifically referred to and by this reference is made a part of this Contract. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the bid or proposal of said Contractor, then this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith.

ARTICLE IV. -- By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 1725.5 of the Labor Code requiring every contractor and subcontractor, awarded work on this project, be registered with the Department of Industrial Relations and as such is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

ARTICLE V. -- By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workmen's compensation or to undertake self insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Contract.

S. Chaves Construction, Inc.

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ARTICLE VI. -- And the said Contractor agrees to receive and accept the following prices as full compensation for furnishing all materials and for doing all the work contemplated and embraced in this Contract; also for all loss or damage, arising out of the nature of the work aforesaid, or from the action of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the Work until its acceptance by the said party of the first part and for all risks of every description connected with the Work, also for all expenses incurred by or in consequence of the suspension or discontinuance of Work and for well and faithfully completing the Work, and the whole thereof, in the manner and according to the plans and specifications, and the requirements of the Engineer under them, to wit:

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IN WITNESS WHEREOF, The parties to these presents have hereunto set their hands the year and date first above written.

The City of Grover Beach

STATE OF CALIFORNIA
_______________________________________
Karen Bright, Mayor Date
ATTEST:
________________________________________
Wendi Sims, City Clerk Date
APPROVED AS TO FORM:
________________________________________
David Hale, City Attorney Date
CONTRACTOR:
_______________________________________
Terri Chaves, Owner
S. Chaves Construction, Inc.

Licensed in accordance with an act providing for the registration of contractors, License No. ____ _______________________
California Department of Industrial Relations (DIR),
Registration No. __________________________________
_______________________________________
Date
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D 12/5/2023
768702 A
1000021063
DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 12/5/2023
23 | P a g e Nacimiento Repair Project
City of Grover Beach

STATE OF CALIFORNIA - - - - - - - - - - - - - - - - - - SPECIAL PROVISIONS for

NACIMIENTO REPAIR PROJECT
SECTION 1. SPECIFICATIONS AND PLANS

1.01 GENERAL
The Work embraced herein shall be done in accordance with the State of California Department of Transportation Standard Specifications dated 2010, except as modified by these Special Provisions, the Construction Drawings, the City of Grover Beach Standard Drawings and the Contract annexed hereto. In the absence of specific standards referenced in the foregoing, water system work and materials shall comply with AWWA Standards. Labor Surcharges and the Equipment Rental Rates and General Prevailing Wage Rates of the STATE OF CALIFORNIA, Business and Transportation Agency, Department of Transportation shall apply to all work except as modified herein.

The State Standard Specifications are hereby amended, such that, any reference to mandatory use of the International System of Units (SI) (Metric Units), is understood to allow use of United States Standard Measurers (English Units), as directed by the Engineer.

In case of conflict between the Construction Drawings, the Standards of the City of Grover Beach, the Standard Specifications, and these Special Provisions, these Special Provisions shall take precedence over and be used in lieu of such conflicting portions after which the Construction Drawings shall take precedence over and be used in lieu of the Standard Specifications and the Standards of the City of Grover Beach.

In the case of a conflict between the construction plans and the Estimated Item Quantities portion of this document, the construction plans shall take precedence over and be used in lieu of such conflicting portions.

1.02 DEFINITIONS AND TERMS
Abbreviations and terms, or pronouns in place of them, as used in the specifications and other contract documents, shall have the meaning specified in Section 1, "General", of the Standard Specifications or as modified hereinafter in Sections 1.03 and 1.04 of these Special Provisions.

1.03 ABBREVIATIONS ON THE DRAWINGS
Wherever on the drawings the following abbreviations are used, they shall be understood to mean the following:

Drawing Abbreviations and their Meanings
ABAND, ABAND’D – Abandon, Abandoned
ABS – Acrylonitrile-Butadiene-Styrene (pipe)
AC – Asphalt Concrete
ACP – Asbestos Cement Pipe
ALUM – Aluminum
APPD – Approved
AV, Air-Vac – Air-Vacuum and Air Release Valve
BC – Begin Curve, Bolt Circle or Between
Centers
BCR – Begin Curve Return
BM – Beam or Bench Mark
BNDY – Boundary
BO – Blowoff Assembly
BR – Brass
BV – Butterfly Valve
BVC – Begin Vertical Curve
CAP – Capacity
CB – Concrete Block
CC – Center to Center
CFM – Cubic Feet per Minute
CFS – Cubic Feet per Second
C&G – Curb and Gutter
CIP – Cast Iron Pipe or Capital Improvement
Project
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 24 | P a g e Nacimiento Repair Project
CL – Chain Link, Clearance, Centerline, or Class
CMP – Corrugated Metal Pipe
CO – Cleanout
COMM - Communication
COMP – Compaction
CONC – Concrete or Concentric
COND – Conduit or Condition
CONSTR – Construction or Construct
CONT – Continued or Continuous
CONTR – Contractor
COR – Corner
COTG – Cleanout to Grade
CPLG – Coupling
CU – Copper or Cubic
CY – Cubic Yard
DIP – Ductile Iron Pipe
DIA – Diameter
DWG – Drawing
E – East or Electric
EA – Each
EBR – End Berm Return
EC – End Curve
ECC – Eccentric
ECR – End Curb Return
EFF – Effluent or Efficiency
EGL – Energy Grade Line
EL, ELEV – Elevation
ELEC – Electrical or Electronic
ELL – Elbow
= - Equal
EQIP – Equipment
ESM’T – Easement
EVC – End Vertical Curve
EX, EXIST – Existing
EXT – Exterior
FB – Flat Bar, Floor Beam or Field Book
F&C – Frame and Cover
FG – Finished Grade or Finished Ground
FH – Fire Hydrant
FIG – Figure
FL – Flowline
FLG – Flange
FLGD – Flanged
FLR – Floor
FM – Force Main (sewer)
FO – Fiber Optic
FP – Finished Pavement
FS – Finished Surface
FT – Feet or Foot
FTG – Footing
FUT – Future
G – Gas
GA – Gage or Gauge
GAL – Gallon
GALV – Galvanized
GIP – Galvanized Iron Pipe
GPM – Gallons per Minute
GRD – Grade or Ground
GB, GB BRK – Grade Break or Grade Change
> - Greater Than
> - Greater Than or Equal To
GV – Gate Valve
HB – Hose Bib
HCS – House Connection Sewer
HDPE – High Density Polyethylene (pipe)
HDR – Header
HGL – Hydraulic Grade Line
HLS – House Lateral Sewer
HORIZ – Horizontal
HP – Horsepower or High Point
HYD – Hydraulic or Hydrant
ID – Inside Diameter
IN – Inch or Inches
INFL – Influent
INV – Invert
INV EL – Invert Elevation
IP – Iron Pipe
IPS – Iron Pipe Size
IRRIG – Irrigation
JP – Joint Pole or Joint Pipe
JT – Joint
KW – Kilowatt
KWH – Kilowatt Hour
L – Liter
LB, # – Pound
LF – Linear Feet
LT – Left
< - Less Than
< - Less Than or Equal To
M – Meter
MAX – Maximum
MB – Mailbox
MEC JT, MJ – Mechanical Joint
MEE – Machined Each End
MFR – Manufacturer
MFR’D – Manufactured
MGD – Million Galls per Day
MH – Manhole
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 25 | P a g e Nacimiento Repair Project
MIN – Minimum
MISC – Miscellaneous
MOA – Machined Over All
MTD – Mounted
N – North
NC – Normally Closed
NO – Number or Normally Open
# - Number or Pound
NPS – Nominal Pipe Size (formerly IPS)
NPT – National Pipe Thread
NRS – Non-Rising Stem
NTS – Not to Scale
OC – On Center
OD – Outside Diameter
O/H or OH - Overhead
OS&Y – Outside Screw and Yoke
OZ – Ounce
P – Pole
PCC – Portland Cement Concrete
PE – Plain End or Polyethylene
PIP – Protect-in-Place
PL – Plate, Property Line or Place
PP – Power Pole
PPM – Parts per Million
PRESS – Pressure
PROD – Products
PROP’Y – Property
PSF – Pounds per Square Foot
PSI – Pounds per Square Inch
PSIG – Pound per Square Inch Gauge
PTDF – Pressure Treated Douglas Fir
PVC – Polyvinyl Chloride (pipe)
PVMT – Pavement
R – Radius, Riser or Return, Rate of Slope
RAD – Radial
RC – Reinforced Concrete
RCP – Reinforced Concrete Pipe
RD – Road or Round
RDWD – Redwood
RED – Reducer
REINF – Reinforcing or Reinforced
REL COMP – Relative Compaction
RE-STL, REBAR – Reinforcing Steel
REQD, REQ’D – Required
RESTR’D – Restrained
RET WL – Retaining Wall
REV – Revision
RPM – Revolutions per Minute or Reinforced
Plastic Mortar Pipe
RS – Resilient Seated
RT – Right
R/W, ROW – Right-of-Way
S – South or Sewer
S X S – Slip by Slip or Socket by Socket
S X T – Slip by Thread or Socket by Thread
SCR’D – Screwed
SCH – Schedule
SD – Storm Drain
SECT – Selection or Select
SF – Square Feet
SHT – Sheet
SM – Survey Monument
SPECS – Specifications
SPEC PROV – Special Provisions
SQ – Square
SS – Sanitary Sewer
STA – Station
STD – Standard
STL – Steel
STN – Stainless
STRUCT – Structural or Structure
SW – Sidewalk
SY – Square Yard
SYM – Symmetrical or Symbol
T – Thermostat, Tangent or Telephone
T X T – Thread by Thread
TB – Thrust Block or Top of Bank
TBM – Temporary Bench Mark
TC – Top of Curb
TEMP – Temporary
TH – Thick or Thickness
THR’D – Threaded
TM – Telemetry
TP – Telephone Pole or Turning Point
TRANS – Transition or Transmitter
TS – Toe of Slope
TV – Television Cable
TW, TOW – Top of Wall
TYP – Typical
T&G – Tongue and Grove
UG – Underground
V – Valve, Volt or Volume
VAR – Varies or Variable
VCP – Vitrified Clay Pipe
VERT – Vertical
VOL – Volume
W – West, Watt or Water
W/ - With
WL – Water Line or Water Level
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 26 | P a g e Nacimiento Repair Project
WM – Water Meter
WS – Water Surface, Water Service
WSEL – Water Surface Elevation
WT – Weight
WV – Water Valve, Water Valve Box
WWM – Welded Wire Mesh
X – By or Times
XS – Extra Strong
YD – Yard
DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 27 | P a g e Nacimiento Repair Project

1.04 TERMS IN THE STANDARD SPECIFICATIONS
Wherever in the Standard Specifications the following terms, or pronouns in place of them, are used, they shall be understood to mean the following:

DEPARTMENT OF TRANSPORTATION, or DEPARTMENT. - The City of Grover Beach.

DIRECTOR OF TRANSPORTATION, or DIRECTOR. - The Public Works Director/City Engineer acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties delegated to them.

ENGINEER. - The Public Works Director/City Engineer acting either directly or through properly authorized agent(s), such agent(s) acting within the scope of the particular duties delegated to them.

CONSTRUCTION MANAGER including their sub-consultant _____., is the authorized agent serving the City as ENGINEER.

ENGINEER'S ESTIMATE. - The list of estimated quantities of Work to be performed as contained in the proposal.

HIGHWAY.- The entire right-of-way, easement or property which is secured for use in constructing the improvements for this project.

STATE. - The City of Grover Beach.

STATE AGENCIES. - Whenever, in the Standard Specifications, reference is made to any STATE agency or officer, such reference shall be deemed made to any agency or officer whether STATE, County, City or Services City succeeding in accordance with law or local ordinance to the powers, duties, jurisdiction and authority of the agency or officer mentioned.

1.05 TERMS IN THESE SPECIAL PROVISIONS
Wherever in these Notice to Bidders, Special Provisions, Proposal, and Contract the following abbreviations and terms, or pronouns in place of them, are used, the intent and meaning shall be interpreted as provided in this section.

CITY. - The City of Grover Beach, and its authorized agent(s).

CITY CLERK, OR CLERK. - The Clerk of the City of Grover Beach as appointed by the City Council in accordance with the law.

CITY COUNCIL. - The legislative body of the City of Grover Beach as created by law.

CITY ENGINEER - The Public Works Director/City Engineer acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties delegated to them.

ENGINEER, ENGINEER’S ESTIMATE and HIGHWAY. - The same as defined in Section 1.04, above, of these Special Provisions.

DEPARTMENT OF PUBLIC WORKS, or DEPARTMENT. - The Department of Public Works of the City of Grover Beach.

DESIGN ENGINEER. – The City of Grover Beach, and its agent(s). AKA Engineering, is the authorized agent serving the City as the DESIGN ENGINEER.

OWNER. - The City of Grover Beach.

PLANS. – Plans include the Construction Drawings and details prepared by the Design Engineer and any Standard Drawings referenced therein and the terms may be used interchangeably. For bidding DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 28 | P a g e Nacimiento Repair Project
purposes, the Plans marked Bid Set shall be used as the basis for forming all bids. The Plans marked Conformed Set and approved by the City Engineer will be used as the basis for construction of all Work specified herein.

PROJECT ENGINEER. - The Public Works Director/City Engineer/CIP Manager acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties delegated to them.

STATE AGENCIES. - Same as in Section 1.04 of these Special Provisions.

DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 29 | P a g e Nacimiento Repair Project
SECTION 2. PROPOSAL REQUIREMENTS AND CONDITIONS

2.01 GENERAL
The Bidder’s attention is directed to the provisions in Section 2, “Bidding,” of the Standard Specifications and these special provisions for the requirements and conditions which the Bidder must observe in the preparation of and the submission of the bid.

In addition to the subcontractors required to be listed in conformance with Section 2-1.33C, “Subcontractor List,” of the Standard Specifications, each proposal shall have listed therein the portion of Work that will be done by each subcontractor listed. A sheet for the listing of the subcontractors is included in the Proposal.

The bidder's bond shall conform to the bond form in the Proposal for the project and shall be properly filled out and executed. The bidder’s bond form included in the proposal may be used.

In conformance with Public Contract Code Section 7106, a Noncollusion Affidavit is included in the Proposal. Signing the Proposal shall also constitute signature of the Noncollusion Affidavit.

The contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of Title 49 CFR (Code of Federal Regulations) part 26 in the award and administration of US DOT assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as the recipient deems appropriate. Each subcontract signed by the Bidder must include this assurance.

Failure of the Bidder to fulfill the requirements of the Special Provisions for submittals required to be furnished after bid opening, including but not limited to escrowed bid documents, where applicable, may subject the Bidder to a determination of the Bidder’s responsibility in the event it is the apparent low bidder on a future public works contracts.

2.02 EXAMINATION OF PLANS, SPECIFICATIONS, CONTRACT AND SITE OF WORK The Bidder shall examine carefully the sites of the Work contemplated, the plans, the specifications, and the proposal and contract forms therefore.

The submission of a bid shall be conclusive evidence that the Bidder has investigated and is satisfied as to the conditions to be encountered, as to the character, the quality, and scope of work to be performed, the quantities of materials to be furnished, and as to the requirements of the proposal, plans, specifications and the contract.

The plans will govern for bidding purposes in the event the bid quantities conflict with the plans.

2.03 APPROXIMATE ESTIMATE
The quantities given in the proposal and contract are approximate only, being given as a basis for the comparison of bids. The City does not, expressly or by implication, agree that the actual amount of work will correspond therewith, and reserves the right to increase or decrease the amount of any class or portion of the Work, or to omit portions of the Work, as may be deemed necessary or advisable by the Engineer. Bids are required for the entire Work described herein.

2.04 REJECTION OF PROPOSALS
Proposals may be rejected if they show any alterations of form, incomplete bids, erasures or irregularities of any kind. A complete bid shall include the following documents:

NOTICE TO BIDDERS

PROPOSAL

BID INFORMATION AND BID QUANTITIES

EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION
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NONCOLLUSION AFFIDAVIT

DEBARMENT AND SUSPENSION CERTIFICATION

LIST OF SUBCONTRACTORS

QUESTIONNAIRE

BID FORM
BIDDER’S BOND
To avoid bid protests and bid rejections, bidders are reminded to include the following information in all bids to California Public Agencies:
1) Contractor’s license number
2) Expiration date of Contractor’s license
3) The following statement: “The Contractor’s license number and expiration date stated herein are made under penalty of perjury”.

NOTE: The form titled “Bid Form” attached hereto requires the above information.

The right is reserved to reject any and all proposals.

2.05 BIDDER'S BOND
All bids shall be presented under sealed cover, marked "BID" and shall be accompanied by cash, cashier's check, or bidder's bond, made payable to the City of Grover Beach for an amount equal to ten percent (10%) of the amount of said base bid, and no bid shall be considered unless such cash, cashier's check, or bidder's bond is enclosed therewith.

2.06 COMPETENCY OF BIDDERS
The City of Grover Beach reserves the right to be the sole judge as to the competence of any bidder to perform the Work under this Contract. Said City may reject the proposal of any bidder for lack of financial ability or experience in performing the Work under this Contract. The Bidder’s attention is directed to the Notice to Bidders that identifies that any bidder may be required to furnish a sworn statement of their financial responsibility, technical ability, and experience.

2.07 RELIEF OF BIDDERS
Attention is directed to the provisions of Public Contracts Code, Sections 10200 to 10205, inclusive, (STATE CONTRACT ACT), concerning relief of bidders and in particular to the requirement therein, that if the Bidder claims a mistake was made in his bid, the Bidder shall give the City written notice within five (5) days after the opening of the bids of the alleged mistake, specifying in the notice in detail how the mistake occurred.

2.08 BID PROTESTS
Bid protests are to be delivered to the following address: City of Grover Beach Department of Public Works, 154 S. 8th Street, Grover Beach, CA 93433.

2.09 ESCROW BID DOCUMENTS
Escrow documents are required for projects over $1M and include all of the quantity take-offs, calculations, quotes, notes, letters, emails, marked up plan sheets, reports, and all other information committed to hard copy or electronic media that a bidder used to determine the bid price: collectively the ‘Escrow Bid Documents’.

The two low bidders shall submit additional financial information, including the Escrow Bid Documents, within five (5) working days after the receipt of bids. The documents shall include one (1) copy of all documentary information generated in preparation of bid prices for this project, as described in Paragraph seven of this section (2.09). The Escrow Bid Documents of the successful bidder will be held in escrow for the duration of the contract.

DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 31 | P a g e Nacimiento Repair Project
The successful bidder agrees, as a condition of award of the contract, that the Escrow Bid Documents constitute all the information used in the preparation of its bid, and that no other bid preparation information will be considered in resolving disputes or claims. The successful bidder also agrees that nothing in the Escrow Bid Documents will change or modify the terms or conditions of the contract documents.

The Escrow Bid Documents are, and will always remain, the property of the Bidder or Contractor, subject to joint review by the Engineer and the Bidder or Contractor, as provided herein.

The City stipulates and expressly acknowledges that the Escrow Bid Documents, as defined herein, are intended to constitute proprietary information. This acknowledgement is based on the City's express understanding that the information contained in the Escrow Bid Documents is not known outside bidder's business, is known only to a limited extent and only by a limited number of employees of the bidder, is safeguarded while in bidder's possession, is extremely valuable to bidder and could be extremely valuable to bidder's competitors by virtue of it reflecting bidder's contemplated techniques of construction. The City further acknowledges that bidder expended substantial sums of money in developing the information included in the Escrow Bid Documents and further acknowledges that it would be difficult for a competitor to replicate the information contained therein. The City further acknowledges that the Escrow Bid Documents and the information contained therein are made available to City only because such action is an express prerequisite to award of the contract. The City further acknowledges that the Escrow Bid Documents include a compilation of information used in bidder's business, intended to give bidder an opportunity to obtain an advantage over competitors who do not know of or use the contents of the documentation. The City further agrees to safeguard the Escrow Bid Documents, and all information contained therein, against disclosure to the fullest extent permitted by law.

Escrow Bid Documents will be used to assist in the negotiation of price adjustments, supplemental agreements, and contract modifications and in the settlement of disputes and claims. They will not be used for pre-award evaluation of the bidder’s anticipated methods of construction or to assess the bidder’s qualifications for performing the Work.

Bidders may submit Escrow Bid Documents in their usual cost- estimating format; a standard format is not required. It is not the intention of this specification to cause the bidder extra work during the preparation of the proposal, but to ensure that the Escrow Bid Documents will be adequate to enable complete understanding and proper interpretation for their intended use. The Escrow Bid Documents shall be submitted in the English language.

It is required that the Escrow Bid Documents clearly itemize the estimated costs of performing the Work of each bid item contained in the bid schedule. Bid items should be separated into sub-items as required to present a detailed cost estimate and allow a detailed cost review. The Escrow Bid Documents shall include all quantity takeoffs, estimates of crews, and equipment, calculations of rates of production and progress, copies of quotes from subcontractors and suppliers, and memoranda, narratives, add/deduct sheets, and all other information used by the bidder to arrive at the prices contained in the bid proposal.

Estimated costs should be broken down into the bidder's usual estimate categories such as direct labor, repair labor, equipment ownership and operation, expendable materials, permanent materials and subcontract costs as appropriate. Plant and equipment and indirect costs should be detailed in the bidder's usual format. The bidder’s allocation of plant and equipment, indirect costs, contingencies, markup and other items to each bid item shall be included.

All costs shall be identified. For bid items amounting to less than $10,000, estimated unit costs are acceptable without a detailed cost estimate, provided that labor, equipment, materials and subcontracts, as applicable, are included and provided that indirect costs, contingencies and markup, as applicable, are allocated.

Bid documents provided by the City should not be included in the Escrow Bid Documents unless needed to comply with the requirements herein.

DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 32 | P a g e Nacimiento Repair Project
The Escrow Bid Documents shall be submitted to the City by the two low bidders in container(s) within five (5) working days after the time for receipt of bids. The container shall be clearly marked on the outside with the bidder's name, date of submittal, project name, contract number, project number, and the words "Escrow Bid Documents". After inspection by the City’s representative, the box will be sealed.

The documents can be scanned and submitted on a thumb drive or submitted on paper, or a combination of the two types. Sealed container(s) shall consist of boxes in the following standard sizes:

Standard Cube (LL) 15”x12”x10”; Letter Banker 24”x12”x10”; or Legal Banker: 24”x15”x10” for hard copy submittals.

The Escrow Bid Documents shall be accompanied with a certification signed by an individual authorized by the bidder to execute the bidding proposal, stating that the material in the Escrow Bid Documents constitutes all the documentary information used in preparation of the bid and that the bidder has personally examined the contents of the Escrow Bid Documents container and has found that the documents in the container are complete.

The Escrow Bid Documents of the apparent successful bidder will be examined, organized, and inventoried by the Engineer, together with members of the bidder's staff who are knowledgeable in how the bid was prepared. This examination is to ensure that the Escrow Bid Documents are legible and complete. It will not include review of, and will not constitute acceptance of proposed construction methods, estimating assumptions, or interpretations of contract documents. Examination will not alter any condition or term of the contract.

If all the documentation required as indicated above has not been included in the original submittal, additional documentation may be required, at the City’s discretion, prior to award of the contract. The detailed breakdown of estimated costs shall be reconciled and revised, if appropriate, by agreement between the bidder and the City before making the award. Once it has been determined that all of the documentation has been included, the box will be sealed. The Contractor can choose to provide tamper proof tape, or security tape. Otherwise, the box will be sealed, and the tape will be signed. The Escrow Bid Documents will be placed in storage at City Hall.

If the contract is not awarded to the apparent successful bidder, the Escrow Bid Documents of the bidder next to be considered for award shall be processed as described.

Timely submission of complete Escrow Bid Documents is an essential element of the bidder's responsibility and a prerequisite to a contract award. Failure to provide the Escrow Bid Documents will be sufficient cause for the City to reject the bid.

Escrow Bid Documents submitted by unsuccessful bidders will be returned unopened, unless opened as provided above, following award of the contract. Unsuccessful bidders shall pick up the Escrow Bid Documents from the City 14 days of written notice.

If any bidder's proposal is based upon subcontracting any part of the Work, each subcontractor whose total subcontract price was proposed by the bidder shall provide separate Escrow Documents to be included with those of the bidder. Such documents shall be opened and examined in the same manner at the same time as the examination described above for the apparent successful bidder.

If the Contractor wishes to subcontract any portion of the Work after award, the City retains the right to require the Contractor to submit Escrow Documents from the subcontractor before the subcontract is accepted.

The Escrow Bid Documents will be examined by both the City and the Contractor, at any time deemed necessary by the Director, unless the Contractor waives the right to be present by failing to appear at the designated time and place. Examination of the Escrow Bid Documents is subject to the following DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 33 | P a g e Nacimiento Repair Project
conditions:
(a) As trade secrets, the Escrow Bid Documents are intended to constitute proprietary and confidential material as described in Paragraphs four and five of this section (2.09). (b) The City and the Contractor shall each designate, in writing to the other party and within ten days after execution of the contract, representatives who are authorized to examine the Escrow Bid Documents. No other person shall have access to the Escrow Bid Documents.
(c) Access to the Escrow Bid Documents may take place only in the presence of duly designated representatives of both the City and the Contractor, unless the Contractor waives its right to be present by failing to appear at the designated date and time at which the Escrow Bid Documents will be examined.
(d) The City will provide 48 hours’ notice before opening or examining the bid documents.

If the Contractor does not respond or does not send a representative, the City will examine the documents without the Contractor being present.

The Escrow Bid Documents will be returned to the Contractor at such time as the contract has been completed, all claims have been resolved, and final payment has been accepted by the Contractor. The Contractor shall pick up the Escrow Bid Documents from the City within 14 days of written notice.

DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 34 | P a g e Nacimiento Repair Project
SECTION 3. AWARD AND EXECUTION OF CONTRACT

3.01 GENERAL
The Bidder's attention is directed to the provisions in Section 3, “Contract Award and Execution," of the Standard Specifications and these Special Provisions for the requirements and conditions concerning award and execution of Contract.

3.02 AWARD OF CONTRACT
The award of the Contract, if it be awarded, will be to the lowest responsible bidder whose bid complies with all the requirements prescribed.

The BASIS OF AWARD of the Contract will be based on the lowest, responsive, responsible “Base Bid”. The City, at its sole discretion, may or may not elect to award the Base Bid or Additive Bid.

3.03 EXECUTION OF CONTRACT
The Contract shall be executed by the Successful Bidder and shall be returned, together with the Guaranty, the payment and performance bonds, and the insurance certificate(s) and endorsement(s) to the City within TEN (10) business days, not including Saturdays, Sundays and legal holidays, after the Successful Bidder has received the Contract for execution. Failure to do so shall be just cause for forfeiture of the Successful Bidder’s bond. The executed contract documents shall be delivered to the following address:

City of Grover Beach Department of Public Works
154 S. 8th Street
Grover Beach, CA 93433

3.04 CONTRACT BONDS

3.04-A PERFORMANCE BOND. The Contractor shall furnish a surety bond as security for the faithful performance of this Contract by the Contractor in an amount equal to one hundred percent (100%) of the Contract price.

3.04-B PAYMENT BOND. The Contractor shall furnish a surety bond as security for the payment of the claims of laborers, mechanics or materialmen employed on the Work under the Contract and shall contain all the provisions required by law, in the amount of fifty percent (50%) of the Contract price.

3.05 CITY BUSINESS TAX CERTIFICATE AND ENCROACHMENT PERMIT The Contractor and all subcontractors shall obtain a City of Grover Beach Business Tax Certificate and pay all related fees. The Contractor will also be required to obtain an encroachment permit from the City but fees will be waived.

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SECTION 4. BEGINNING OF WORK, TIME OF COMPLETION,

LIQUIDATED DAMAGES, HOURS OF WORK, NIGHT WORK,

AND SCHEDULED SUSPENSION
Attention is directed to the provisions in Section 8-1.04, "Start of Job Site Activities," Section 8-1.05, "Time," Section 8-1.06, “Suspensions,” and Section 8-1.10, "Liquidated Damages," of the Standard Specifications and these Special Provisions.

A Preconstruction Conference (reference: Standard Specification 8-1.03) will be required not less than seven (7) days prior to any construction. This meeting will include the City of Grover Beach, the City’s Authorized Agents (when applicable, the project management, construction management, and/or design engineering), the Contractor, and necessary subcontractors. Utility companies who have assets within the work zone will be invited to this conference meeting.

The Contractor shall submit in accordance with Standard Specification 5-1.23 to the Engineer the following required submittals at or before the Pre-Construction Conference meeting:

Baseline Construction Schedule
Water Pollution Control Plan
Traffic Control Plan
These submittals will be reviewed and processed by the Engineer per the referenced Standard Specification.

The City will prepare conformed contract documents by incorporating bid addenda into the bidding documents. The City will provide the Contractor with three (3) full-size prints of the conformed Plans and three (3) complete Specification books. Additional quantities of the contract document plans and/or Specifications can be furnished by the City at reproduction cost. Softcopies of these documents in PDF format are available from the Engineer upon the Contractor’s submittal of a Request for Information (RFI).

The Contractor shall begin work within THIRTY (30) calendar days after the Contract has been approved by the attorney appointed and authorized to represent the City of Grover Beach.

This Work shall be diligently prosecuted to completion before the expiration of TWENTY (20) WORKING DAYS beginning on the 30th calendar day after approval of the Contract. The City will issue a Notice to Proceed that reflects this duration for Contract time.

The Contractor shall pay to the City of Grover Beach liquidated damages in the sum of ONE THOUSAND DOLLARS ($1,000.00) per day, for each and every calendar days’ delay completing the work of improvements in excess of the number of working days prescribed above through the Contract acceptance date. Refer to the Special Provisions 5.20, “Completion of the Work of Improvements” for determination of the Contact acceptance date.

Hours of work shall be 7:00 a.m. to 5:00 p.m. on working days unless night work is approved by the City Engineer in writing.

Night work may be allowed between the hours of 10:00 p.m. and 6:00 a.m. when approved in writing by the City Engineer. Requests for night work shall be submitted to the Engineer no later than 96-hours before the date of the night work starts. No additional compensation will be allowed for night work.

Scheduled suspension of the work shall occur during the time(s) identified below, and the Contractor shall provide for a smooth and unobstructed passageway through the work during the suspension, said passageway shall be included within the cost of the project.

Scheduled Suspension Dates: NONE
Refer to Standard Specifications 8-1.06, “Suspensions” for other related suspensions.

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SECTION 5. GENERAL

5.01 SUBCONTRACTING AND SUPERINTENDENCE
Attention is directed to Section 5-1.13, "Subcontracting," Section 7-1.07, "Legal Actions Against the Department," and Section 5-1.16, "Representative," of the Standard Specifications and these Special Provisions.

The Contractor shall give his personal attention to the fulfillment of the Contract and shall keep the Work under his control. No subcontractor will be recognized as such, and all persons engaged in the Work of construction will be considered as employees of the Contractor.

Attention is directed to the requirement in said Section 5-1.13A that the Contractor perform at least thirty percent (30%) of the Work with his own organization.

The "List of Subcontractors," which is part of the proposal, shall be completed listing all subcontractors who will perform any of the Work under this Contract.

Attention is directed to the requirement in said Section 5-1.16, “Representative,” that the Contractor designate in writing an authorized representative with authority to act for the Contractor and that said representative shall be present at the site of the Work while work is in progress.

5.02 LEGAL ACTIONS AGAINST THE CITY
Attention is directed to Section 7-1.07, "Legal Actions Against the Department," of the Standard Specifications for the requirements should litigation be brought against the City concerning compliance by the City with STATE or Federal laws, rules or regulations applicable to the Work.

5.03 AUTHORITY OF THE ENGINEER
In accordance with Section 5-1.03, "Engineer’s Authority," of the Standard Specifications, the Engineer shall decide all questions regarding the Work and shall have authority to enforce and make effective his decisions.

5.04 INSPECTION
The Contractor's attention is directed to Section 5, "Control of Work," of the Standard Specifications and these Special Provisions.

Should the Contractor desire to work on a Saturday, a Sunday or a designated holiday, or between the hours of 5:00 p.m. and 7:00 a.m., then issue a written submittal to the Engineer of the intent to do so at least five (5) calendar days prior to commencing said work. Should the Contractor perform any work in violation of this paragraph, the work shall be uncovered, exposed, tested and measured at the expense of the Contractor to the extent required by the Engineer in order to ascertain conformance with the plans and specifications. Any of said work which cannot be properly inspected for conformance will be rejected.

Designated legal holidays are: January 1st, Martin Luther King’s Birthday, the second and third Monday in February, the last Monday in May, July 4th, the first Monday in September, Columbus Day (day observed), Veteran’s Day, Thanksgiving Day, the day after Thanksgiving Day and December 25th. When a designated legal holiday falls on a Saturday or a Sunday, the preceding Friday and/or the following Monday, respectively, shall be a designated legal holiday.

5.05 VALUE ENGINEERING
Attention is directed to Section 4-1.07, “Value Engineering,” of the Standard Specifications.

5.06 EXCAVATION SAFETY PLANS AND PERMIT
Attention is directed to the provisions in Sections 6500 through 6509 and Section 6705 of the STATE LABOR CODE and in Section 7-1.02K(6)(b), “Excavation Safety,” of the Standard Specifications. Prior to constructing trenches or excavations five feet (5’) or more in depth, the Contractor shall obtain a permit from the STATE OF CALIFORNIA, Division of Industrial Safety, as required by said Section 6500.

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Full compensation for complying with this section shall be considered as included in the Contract prices paid for the items of Work to which said plans and permit relate and no separate payment will be made therefore.

5.07 CONTRACTOR'S RESPONSIBILITY FOR DAMAGE
Attention is directed to Section 5-1.36, "Property and Facility Preservation," of the Standard Specifications and these Special Provisions.

The Contractor shall be responsible for any liability imposed by law and by the Standard Specifications.

The Contractor shall protect existing improvements, adjacent property and roadside trees and shrubs, and shall erect tree protection fencing as directed.

The City does not anticipate any work in private property. If the contractor needs access to private property in order to do the work, the contractor must notify the City as soon as possible. The City will work with the property owner(s) to obtain a Temporary Construction Easement (TCE) at the addresses identified by the Contractor to allow access to the private property for the work to be done. The Contractor is not authorized to access the private property(ies) until the TCE has been fully executed and a copy distributed to the Contractor. The Contractor shall coordinate with the ENGINEER regarding the TCE’s.

5.08 INDEMNIFICATION AND INSURANCE

5.08-A INDEMNIFICATION. Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless the City of Grover Beach, and all officers, officials, employees, authorized agents, and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor's negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in this Contract, except such loss or damage which is caused by the sole or active negligence or willful misconduct of the City. Should conflict of interest principles preclude a single legal counsel from representing both City and Contractor, or should City otherwise find Contractor’s legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including without limitation reasonable legal counsels fees, expert fees and all other costs and fees of litigation. The Contractor shall promptly pay any final judgment rendered against the City (and its officers, officials, employees, authorized agents, and volunteers) with respect to claims determined by a trier of fact to have been the result of the Contractor’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Contract.

Contractor obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee; however, without affecting the rights of City under any provision of this Contract, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City active negligence accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City. The duty of the Contractor to indemnify and save harmless includes the duties to defend as set forth in Section 2778 of the CIVIL CODE.

5.08-B LIABILITY INSURANCE. The provisions of said Section 7-1.05 “Indemnification,” of the Standard Specifications regarding the retention of funds to cover claims or suits for damages shall not apply, however:

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Prior to the beginning of and throughout the duration of the Work, Contractor and its subcontractors shall maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth herein, Contractor agrees to amend, supplement or endorse the existing coverage to do so.

Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to Contractor or its subcontractors in excess of the limits and coverage identified in this Contract and which is applicable to a given loss, claim or demand, will be equally available to City.

Contractor shall provide the following types and amounts of insurance:

Without limiting Contractor’s indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form satisfactory to City.

General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, and a $2,000,000 completed operations aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000) for Contractor’s employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor’s employees.

Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, authorized agents, employees, and volunteers.

Pollution liability insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Contract shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent Contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage.

Policy shall specifically provide for a duty to defend on the part of the insurer. The City, its officials, officers, authorized agents, and employees, shall be included as insureds under the policy.

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Proof of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s risk manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of coverage. Contractor 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 Contractor, his agents, representatives, employees or subcontractors. Contractor must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. City and its officers, officials, employees, and authorized agents shall continue as additional insureds under such policies.

Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or selfinsurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

City’s rights of enforcement. In the event any policy of insurance required under this Contract does not comply with these requirements or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Contract.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s risk manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, authorized agents, officials, employees, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

Enforcement of Contract provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

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Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, authorized agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Contractor agrees to ensure that its sub-consultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review.

City’s right to revise requirements. The City reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving the Contractor a ninety (90) day advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation.

Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Contract, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.

5.09 LABOR

5.09-A GENERAL. Attention is directed to the provisions of Section 7, "Legal Relations and Responsibility," of the Standard Specifications regarding labor, to the California Labor Code, and to these Special Provisions.

5.09-B PREVAILING WAGE. Attention is directed to Section 7-1.02K(2), “Wages,” of the Standard Specifications and as stated in the “Notice to Bidders.” The general prevailing wage rates determined by the Director of Industrial Relations are available at:
http://www.dir.ca.gov/DLSR/PWD

5.09-C LABOR DISCRIMINATION. Attention is directed to Section 1735 of the Labor Code.

5.09-D DEPARTMENT OF INDUSTRIAL RELATIONS. Attention is directed to Section 1725.5 of the Labor Code regarding qualifications to bid or be listed in a bid proposal, or engage in the performance of any public works contract.

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5.10 NOISE CONTROL
The Contractor's attention is directed to Section 14-8.02, "Noise Control," of the Standard Specifications and to these Special Provisions.

The noise level from the Contractor's operations, between the hours of 6:00 a.m. and 7:00 p.m., shall not exceed 86dB(A) at a distance of fifty feet (50'). This requirement in no way relieves the Contractor from responsibility for complying with local ordinances regulating noise level.

Said noise level requirement shall apply to all equipment on the job or related to the job, including, but not limited to trucks, transit mixers or transit equipment that may or may not be owned by the Contractor.

The use of loud sound signals shall be avoided in favor of light warnings except those required by safety laws for the protection of personnel.

Full compensation for conforming to the requirements of this section shall be considered as included in the Contract prices paid for the various items of Work involved and no additional compensation will be allowed therefore.

5.11 PROJECT APPEARANCE
The Contractor shall maintain a neat appearance to the Work. Prevent and alleviate dust as indicated in the standard specifications 14-9. In any area visible to the public, the following shall apply.

When practicable, broken concrete and debris developed during clearing and grubbing shall be disposed of concurrently with its removal. If stockpiling is necessary, the material shall be removed or disposed of weekly.

The Contractor shall furnish trash bins for all debris from structure construction. All debris shall be placed in trash bins daily. Forms or falsework that are to be reused shall be stacked neatly concurrently with their removal. Forms and falsework that are not to be reused shall be disposed of concurrently with their removal.

Equipment for use on the project shall be stored on side streets away from business frontages and shall be removed and stored at the Contractor’s own yard if not in use for more than five working days. The Contractor may secure a staging area on private property if the Contractor makes arrangements to secure access to private property for staging during the Work.

Full compensation for conforming to the provisions in this section, not otherwise provided for, shall be considered as included in the Contract prices paid for the various items of Work involved and no additional compensation will be allowed therefore.

5.12 GUARANTY AND BONDS
A material guaranty for a period of twelve (12) months from the date of Contract acceptance as notified in writing by the DIRECTOR for all the items of Work as designated in the Engineer's Estimate will be required and shall conform to the provisions in Section 6-3.06, "Guarantee," of the Standard Specifications. A guaranty form for this purpose is included in the contract forms.

ALL MATERIALS AND WORKMANSHIP FURNISHED SHALL BE GUARANTEED.

Full compensation for furnishing the guaranty and bonds will be considered as included in the Contract price or prices paid for the items of Work involved and no additional compensation will be allowed therefore.

5.13 SUBCONTRACTING
No subcontract releases the Contractor from the Contract or relieves the Contractor of their responsibility for a subcontractor's work.

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If the Contractor violates Public Contract Code Section 4100 et seq., the City of Grover Beach may exercise the remedies provided under Public Contract Code Section 4110. The City of Grover Beach may refer the violation to the Contractors State License Board as provided under Public Contract Code Section 4111.

The Contractor shall perform work equaling at least 30 percent of the value of the original total bid with the Contractor’s own employees and equipment, owned or rented, with or without operators.

Each subcontract must comply with the Contract.

Each subcontractor must have an active and valid State contractor's license with a classification appropriate for the work to be performed (Business and Professions Code, Section 7000 et seq.).

Each subcontractor must have an active and valid California Department of Industrial Relations (DIR) Registration number appropriate for the work to be performed.

Submit copies of subcontracts upon request by the Engineer.

Before subcontracted work starts, submit a Subcontracting Request form.

Do not use a debarred contractor; a current list of debarred contractors is available at the Department of Industrial Relations' Web site.

Upon request by the Engineer, immediately remove and not again use a subcontractor who fails to prosecute the Work satisfactorily.

Each subcontract and any lower tier subcontract that may in turn be made shall include the "Required Contract Provisions Federal-Aid Construction Contracts" in Section 7-11.1 of the Standard Specifications.

Noncompliance shall be corrected. Payment for subcontracted work involved will be withheld from progress payments due, or to become due, until correction is made. Failure to comply may result in termination of the Contract.

5.14 TRAFFIC CONTROL PLAN
Attention is directed to the provisions in Section 7-1.03, "Public Convenience," of the Standard Specifications and these special provisions. One lane of traffic in each direction shall be open at all times during the Work except for very short periods when needed to move equipment or materials. Side streets may be closed upon City Engineer approval of a traffic control plan prepared by the Contractor.

Full road closures for any extended period of time will only be approved after City Engineer approval of a traffic control detour plan prepared by the Contractor.

If at any time during the Work or during any scheduled delays the Contractor fails to maintain traffic control signs and delineators, the City may contract directly for the work and all costs including 15% administrative fees will be deducted from payment due the Contractor.

5.15 PUBLIC CONVENIENCE
Attention is directed to the provisions in Section 7-1.03, "Public Convenience," of the Standard Specifications and these Special Provisions.

The Contractor shall schedule and conduct his work so as to limit inconvenience to businesses located in or near the Work zone. Access to businesses shall be available at all times unless otherwise approved by the City Engineer. On-street parking shall be opened to the public when not in conflict with the day’s scheduled work. Public traffic shall be permitted to pass through the Work at all times during construction unless otherwise approved by the City Engineer. During nights, weekends or other times when the Contractor is not on site working and when traffic is routed on a travel area next to a drop off of more than 1-inch the Contractor shall backfill the adjacent excavation with compacted base material to within DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 43 | P a g e Nacimiento Repair Project
1-inch of the traveled way surface a minimum of 3-feet outside of the traveled way and shall maintain delineators at the edge of the traveled way. Minimum traveled way shall be 11-feet. Upon approval by the City Engineer, traffic may be routed onto compacted base. The Contractor shall provide reduced speed signs, shall inspect the traveled way twice daily and shall water and maintain the base free of ruts and depressions.

The Contractor shall prepare 3-feet x 3-feet signs, reflective blue letters on white background indicating that businesses are open during construction. One sign shall be placed in each direction ahead of the Work on temporary barricades or sign posts installed and maintained by the Contractor.

The Contractor shall provide changeable message signs in each direction ahead of the Work beginning 10 days prior to construction and continuing for 30-calendar days while the work is in progress. The message indication shall include “Roadwork, Expect Delays” and the duration of the Work.

The Contractor shall inspect and maintain all construction signs and delineators twice daily during the closures or suspension identified above.

Full compensation for public convenience will be considered as included in the Contract price or prices paid for the items of Work involved and no additional compensation will be allowed therefore.

5.16 FACILITIES (UNDERGROUND AND/OR ABOVEGROUND)
The information and data shown or indicated in the contract documents with respect to existing underground and/or aboveground facilities at or contiguous to the site is based on information and data furnished by the owners of such underground and/or aboveground facilities, including the City, or by others. Unless it is otherwise expressly provided in the Special Provisions:

City shall not be responsible for the accuracy or completeness of any such information or data; and
The cost of all of the following shall be included in the Contract price paid for various items of Work involved and no separate additional payment will be made therefore and the Contractor shall have full responsibility for:
o Reviewing and checking all such information and data; o Locating via potholing all underground facilities shown or indicated in the contract documents. Contractor shall determine the location and depth of all utilities via potholing, including service connections, which have been marked by the respective utility owners and which may affect or be affected by the Contractor’s operations. Full compensation for such Work shall be considered as included in Contract price; o Coordination with all utility service providers for Work affecting their facilities; and o The safety and protection of all such underground and/or aboveground facilities and repairing any damage thereto resulting from the Work.

If an underground facility is uncovered or revealed at or contiguous to the site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the contract documents, Contractor shall, promptly, but in no case more than five (5) Days after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency), identify the owner of such underground facility and give written notice to that owner and to City. City will promptly review the underground facility and determine the extent, if any, to which a change is required in the contract documents to reflect and document the consequences of the existence or location of the underground facility. During such time, the Contractor shall be responsible for the safety and protection of such underground facility.

The Contractor shall review the pothole data they collect and determine the proper methods to achieve required compaction over utility lines without damaging the existing facilities.

The Contractor shall review the pothole data they collect prior to purchasing any and all valves, couplings, fittings, restraints, or any other components and appurtenances necessary for connections to existing DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 44 | P a g e Nacimiento Repair Project
utilities. The Contractor shall expect to work with various existing pipe materials, including but not necessarily limited to steel, asbestos cement, ductile iron, and PVC; therefore, the potholing information needed to be collected shall include any and all dimensions necessary for the successful and water-tight connection with the existing facilities. All potholing data shall be collected a minimum of fifteen (15) working days before the utility improvement work is scheduled to be performed to allow sufficient time for the Contractor’s parts to be ordered and delivered. Furthermore, the minimum of fifteen (15) working days is necessary to accommodate any redesign effort by the City should differing site conditions of underground facilities be encountered. Full compensation for such Work shall be considered as included in Contractor’s Bid price.

When underground utility work is part of this Contract, then the Contractor shall review the pothole data prior to purchasing any fittings, restraints, or other components necessary for connections to existing utilities.

The following is contact information for utility companies having infrastructure within the City is provided as reference to the Contractor.

Utility Company Contact Name e-mail
Phone (805)
Area Code Address
Electrical PG&E Denise Clarke [email protected] 805-546-5272 4325 S. Higuera SLO, 93401
Phone AT&T Neil Zakaria [email protected] 805-546-7012 196 Suburban Rd SLO, 93401
Fiber/Phone Charter Ryan Schwiebert [email protected] 805-543-8543 7555 San Luis Ave Atascadero, CA 93422
Oil Phillips 66 Leo Martinez [email protected] 805-226-2656 1232 Park St, Ste 300 Paso Robles, 93446
Gas So Cal Gas Scott Hale [email protected] 805-681-7939 750 Industrial Way SLO, 93401
Water/Sewer Grover Beach Public Works
Department
[email protected] 805-473-4530 154 S. 8th St
Grover Beach, 93433

5.17 ORDER OF WORK
The Contractor shall arrange his work order and schedule to provide the least possible disruption to business and on-street parking access.

5.18 DIFFERING SITE CONDITIONS

5.18-A CONTRACTOR'S NOTIFICATION. Contractor shall promptly notify the City’s Engineer if either of the following conditions are found:

1. Physical conditions differing materially from either of the following:

Contract documents
Job site examination

2. Physical conditions of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in the Work provided for in the Contract.

Contractor shall provide in writing details explaining the information relied upon and the material differences discovered.

If Contractor fails to promptly notify the Engineer, then Contractor waives the differing site condition claim for the period between the discovery of the differing site condition and when notification was provided to the Engineer.

If Contractor disturbs the site after discovery and before the Engineer's investigation, the Contractor waives the differing site condition claim.

5.18-B ENGINEER'S INVESTIGATION AND DECISION. Upon Contractor’s notification, the Engineer investigates job site conditions and:

1. Notifies the Contractor whether to resume affected work.

2. Decides whether the condition differs materially and is cause for an adjustment of Contract time, Contract price, or both.

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5.19 COOPERATION
Should construction be underway by the City, other agencies, utility providers, or other contractors within or adjacent to the limits of Work specified or should work of any other nature be underway by other forces within or adjacent to said limits, then Contractor shall cooperate with all such other contractors or other forces to the end that any delay or hindrance to their work will be avoided. The City reserves the right to perform other or additional work at or near the site at any time, by the use of other forces.

When necessary, Contractor shall so conduct operations as to permit access to the site and provide time for utility work to be accomplished during normal work hours during the progress of the Work.

During the progress of the Work under this Contract, these projects may be in progress within or near the Work area of this Contract.

Responsible Party Location Type of Work Contact Information N/A

5.20 COMPLETION OF THE WORK OF IMPROVEMENTS
Upon completion of the work of improvements, including final cleanup and as having the meaning pursuant to Public Contract Code Sections 7107(c)(1) through 7107(c)(4), the Contractor shall submit a signed written affidavit that the completion of the work of improvements has occurred, a recommended date of completion of the work of improvements, and that the project’s work zone is ready for final inspection and Contract acceptance. Within 30-calendar days after receipt of the signed written affidavit, the Engineer will inspect the work and will either (1) reject the affidavit’s recommendation of the date of completion of the work of improvements and that the work zone is ready for final inspection and Contract acceptance, specifying the defective and/or incomplete portions of the work, or (2) accept the affidavit and submit a request to the City for the Director’s written notice of Contract acceptance which will confirm the recommended date of completion of the work of improvements and establish that date as the Contract acceptance date.

If the Engineer rejects the signed written affidavit that the completion of the work of improvements has occurred, then the Contractor shall promptly remedy the defective and/or incomplete portions of the work.

Thereafter, the Contractor shall give the Engineer a revised written signed affidavit that the completion of the work of improvements has occurred and a new date based on when the defective and/or incomplete portions of the work were corrected. The foregoing procedure shall apply successively thereafter until the Engineer accepts the affidavit and requests to the City for the Director’s written notice of Contract acceptance and establish the Contract acceptance date.

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SECTION 6. MEASUREMENT AND PAYMENT

6.01 CHANGES
Attention is directed to Section 4-1.05, "Changes and Extra Work," and Section 9-1.04, "Force Account," and 5-1.43 “Potential Claims and Dispute Resolution,” of the Standard Specifications and these Special Provisions. Delete section 5-1.43E of the Standard Specifications.

Any changes will be set forth in a Contract Change Order which will specify, in addition to the work to be done in connection with the change made, adjustment of Contract time, if any, and the basis of compensation for such work. A Contract Change Order is approved with the City signs the Contract Change Order.

Changes in the work will be transmitted to the Contractor as either a Request for Modification Proposal (RFMP) or a written field order. The RFMP will describe the change in work and request a proposal for change in the contract price and/or time. The Contractor shall promptly prepare the requested modification proposal and return to the Engineer. The Engineer will coordinate with the Contractor for any modifications to the work or the proposed change in contract price and/or time. The outcome of the coordination will be presented within a Contract Change Order. Any contract monetary adjustments constitutes compensation in full on behalf of the contractor and his subcontractors and suppliers for all costs and markup directly or indirectly, including extended overhead, attributable to the change order, for all delays related thereto, and for performance of the change within the time frame stated. Contractor in addition agrees the adjustment to compensation to the base agreement as manifested by this change order represents any and all cost whatsoever related to cumulative impacts or any synergistic effects, whether known or unknown, that may arise out of the work performed under this contract or in conjunction with other work or change orders approved under this agreement. Contractor waives any right to request additional compensation for any reason other than agreed to in accordance with this change order.

A written field order, or other written directive, is a written notice issued by the Engineer which requires minor changes in the work but which does not involve a change in the contract price or contract times.

The purpose of a written field order is to document clarification to the plans and/or specifications. The Contractor shall issue a RFI if the written field order is unclear or if additional information is needed. For any clarifications or questions in the plans and specifications, submit an RFI and allow a minimum of three days for the engineer to review and provide a response.

The information contained within and/or attached to any RFMP or a field order which change the plans and/or specifications are conveyed to the Contractor typically as a single copy, either in hardcopy or softcopy. The Contractor is responsible for the cost of reproduction and distribution of the materials to their personnel and/or subcontractors. No additional payment will be made for reproduction and distribution costs of documents related to changes.

6.02 PROGRESS PAYMENTS
Attention is directed to Section 9-1.16, "Progress Payments," of the Standard Specifications and these Special Provisions.

On or about the last day of each calendar month, the Contractor shall make an estimate of all work under the Contract completed to date. The Contractor shall use his “Progress Pay Estimate” form which shall be used for the estimate and submitted to the Engineer. The estimate shall be delivered to the Engineer who will verify and, if found correct, will approve such estimates. The Contractor shall make an estimate of all work under the Contract completed to date. Said estimates shall include a five percent (5%) retention by the City in accordance with Public Contract Code Section 9203(a).

Where City staff and equipment are used for work, billing will be done at the hourly billing rate for City staff. City materials and equipment will be billed in compliance with section 9-1.04. Work performed by a third party will be billed at the amount charged to the City for the work plus an additional five percent markup. The total cost-plus markup may be retained from contract or for private work billed to permittee.

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6.02-A OTHER PAYMENT WITHHOLDINGS. The application for progress payment and the payment thereof, or both, may at any time, be withheld or reduced if, in the opinion of the Engineer, the Contractor is not performing the Work in accordance with the Contract in a material respect, diligently and efficiently endeavoring to comply with intent of the Contract, of if the Contractor shall fail to pay his labor and material bills as they become due. In determining whether the Contractor’s failure to perform in accordance with the Contract is material, the Engineer will give consideration, among other factors, to whether the Contractor’s failure to perform endangers the public health, safety, and welfare, and whether the Work is being performed in accordance with the accepted construction schedule.

The City may keep monies which would otherwise be payable at any time hereunder, and apply the same, or so much as may be necessary therefore, to the payment of expenses, losses, or damages, as determined by the Engineer, incurred by the City for which the Contractor is liable under the Contract including but not limited to:

1. Failure of the Contractor to submit or obtain acceptance of a progress schedule, schedule of values, and any updated schedules;

2. Defective or non-conforming work;

3. Costs incurred by the City to correct, repair or replace defective or nonconforming work or to complete the Work;

4. A reasonable doubt that the Work can be completed for the balance then unpaid;

5. A reasonable concern by the City that the materials, equipment or component parts are not in proper operation condition;

6. Assessment of Liquidated Damages;

7. Failure to perform in accordance with the Contract;

8. A reasonable concern that cost or liability that may occur to the City as the result of the Contractor’s, subcontractor’s or supplier’s improper acts, omissions, fault, or negligence will cause City to incur cost, expenses or liability (even if City is indemnified for such cost, expense or liability);

9. Deduction in Work;

10. Failure of the Contractor to repair damaged materials, equipment, property, or work;

11. Failure of the Contractor to provide or obtain review of submittals;

12. Failure to pay subcontractors or suppliers;

13. Failure to keep record plans/documents (e.g. as-built drawings) up to date subject to a monthly inspection by the Engineer;

14. Failure to comply with all applicable federal, state, and local laws, statutes, regulations, codes, licenses, easements, and permits:

15. Failure to obtain and maintain applicable permits, insurance, and bonds; and

16. Failure to comply with the Contract safety requirements.

6.03 FINAL PAYMENT
Attention is directed to Section 9-1.17, "Payment After Contract Acceptance," Section 9-1.17(2)(b), "Overhead Claims," and Section 9-1.21, "Clerical Errors," and 9-1.22 “Claim Resolution Procedure,” of the Standard Specifications and these Special Provisions.

Replace 2nd paragraph in section 9-1.17C with:

Submit either a written acceptance of the proposed final estimate or a claim statement postmarked or hand delivered before the 31st day after receiving the proposed final estimate.

Delete 3rd paragraph in section 9-1.17C.
9-1.17D Final Payment and Claims
9-1.17D(1) General
Replace section 9-1.17D(1) with:

If you accept the proposed final estimate or do not submit a claim statement within 30 days of receiving the proposed final estimate, the Engineer will process the proposed final estimate for payment. The final DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 48 | P a g e Nacimiento Repair Project
payment will not be due and payable until the expiration of 40 days from the date the notice of completion is filed with the County of San Luis Obispo. The Notice of Completion will be filed within five days of formal acceptance of the work by the City Council or its designated representative, upon the recommendations of the Engineer. This final estimate and payment is conclusive except as specified in sections 5-1.27, 6-3.06, and 9-1.21.

If you submit a claim statement within 30 days of receiving the Engineer's proposed final estimate, the Engineer furnishes a semifinal estimate to the Contractor and the Department pays the amount due within 30 days. The semifinal estimate is conclusive as to the amount of work completed and the amount payable except as affected by the claims or as specified in sections 5-1.27, 6-3.06, and 9-1.21. 9-1.17D(2) Claim Statement
9-1.17D(2)(a) General
Add to section 9-1.17D(2)(a).

For each claim, submit a claim statement showing:

1. The identification number

2. Date the Initial Potential Claim was furnished to the Engineer

3. Date the Supplemental Potential Claim was furnished to the Engineer

4. The final amount of additional payment requested

5. Attach a copy of the Full and Final Potential Claim Record Submit claims to:

Greg Ray, Public Works Director/City Engineer
154 S. 8th Street
Grover Beach, CA 93433
9-1.17D(2)(b) Overhead Claims
Replace 6th paragraph in section 9-1.17D(2)(b) with:

The CPA's audit must be performed as an examination-level engagement under the attestation engagements in the Government Auditing Standards published by the Comptroller General of the United States. The CPA’s audit report must express an opinion whether or not your calculations of your actual field and home office overhead daily rates comply with section 9-1.17D(2)(b). The attest documentation prepared by the CPA in connection with the audit must be reproduced and submitted for review with the audit report.
9-1.17D(2)(d) Waiver
Add to 1st paragraph in section 9-1.17D(2)(d).

You did not comply with applicable notice or protest requirements including but not limited to:
section 4-1.06
section 5-1.06
section 5-1.42
section 8-1.07
9-1.17D(3) Final Determination of Claims
Delete 6th paragraph in section 9-1.17D(3)
9-1.22 CLAIM RESOLUTION PROCEDURE
Replace section 9-1.22 with:

Claim Resolution Procedure is substituted for arbitration provisions and is as follows:

1. For all claims contested by the Engineer and not included in the semifinal estimate, the Engineer may request additional information within 30 days of submittal of the semifinal estimate. A proof of mailing or delivery must be retained.

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2. You must submit to the Engineer the information requested for each claim within 30 days of the date of mailing of the Engineer’s request. Proof of mailing or Engineer’s receipt will be retained for the submittal. Failure to timely submit the information requested is deemed a waiver of the claim.

3. The Engineer will submit a written response to you for each claim within 30 days after the date of mailing of your submittal, or if the Engineer did not request additional information, within 30 days of submittal of the semifinal estimate.

4. If you dispute the Engineer’s written response to any claim, or the Engineer fails to respond within the time specified, you must notify the Engineer in writing, either within 15 days of the Engineer’s response or the Engineer’s failure to respond within the specified time period, and demand an informal meeting to discuss and attempt to settle the issues remaining in dispute. Upon receipt of such a demand, the Engineer will schedule such a meeting within 30 days.

5. Either party may request non-binding mediation at any time following the informal meeting in an attempt to settle any issues remaining in dispute. If both sides agree to mediation and agree on a mediator, the parties must pay equally the fees and expenses of the mediator. The parties must select a disinterested third person as mediator within 15 days following a written agreement to mediate and the mediation must commence within 30 days of selection of the mediator unless the parties mutually agree otherwise. If the parties fail to select a mediator within the 15-day period, any party may bring an action in court subject to the provisions of this Agreement.

Upon the successful completion of the Contractor’s notification process for the completion of the work improvements specified within Special Provisions Section 5, and upon the prerequisite documentation specified below, then the Engineer shall prepare a final, itemized statement of quantities and payment due, which statement shall be verified in writing by the Contractor. Upon acceptance of the Work by the City, the City shall file a "Notice of Completion". Thirty-five (35) days after City Council’s acceptance and filing of the Notice of Completion, the final payment shall be made to the Contractor.

Prerequisite Documentation Required Prior to Issuing Final Payment. In additional to the requirements for Final Payment set forth in the other contract documents, the Final Payment shall not become due tp the Contractor until the following has been submitted to the Engineer (Note: the Engineer reserves the right to not requirement any of the below submittals which the Engineer determines, in his/her sole discretion, is not applicable to a particular project):

1. A full, complete and proper Final Application for Payment showing the proposed total amount due the Contractor, segregated as to Contract quantities, changes in the work, and other basis for payments; deductions made or to be made for prior payments; amounts to be retained; any Claims the Contractor intends to file at that time or a statement that no Claims will be filed; and any unsettled Claims, stating amounts;

2. Written consent of surety(ies) to Final Payment;

3. Contractor’s written assurance that identified corrective work not complete and accepted will be completed by a stated date agreeable to the City;

4. The required as-built drawings of the installed improvements including existing substructures encountered (in reproducible format);

5. Reasonable proof that taxes, fees and similar obligations of Contractor have been paid;

6. Documentation that Contractor has inspected, tested, and adjusted performance of every system or facility of the work to ensure that overall performance is in compliance with terms of the Contract Documents;

7. Reasonable proof that Contractor has discontinued and removed temporary facilities and services from the work zone, along with construction tools and facilities, forms, and similar items except for Contractor’s field office;

8. Reasonable proof that Contractor has provided instructions for the City’s operation personnel on systems and equipment operational requirements;

9. A report on performance of completed installations after adjustment that appear unable to comply with the requirements of the Contract Documents;

10. The operating manuals for operating and maintaining the work; and DocuSign Envelope ID: 9AB0CA73-25C3-48A9-BDAA-2409D39D9D2D DocuSign Envelope ID: 81D2BC7F-E81D-465A-B577-299B08ABD677 50 | P a g e Nacimiento Repair Project

11. A copy of all warranties from vendors and subcontractors, operations and maintenance manuals, instructions and related agreements, equipment certifications and similar documents, and maintenance and operating instructions.

Disbursement of Final Payment. Pursuant to Public Contract Code Section 7107, if there is any dispute between the City and the Contractor at the time that disbursement of the Final Payment is due, then City may withhold from disbursement of the Final Payment an amount not to exceed one hundred fifty percent (150%) of the amount in dispute.

No Waiver of Claims by City. The making of Final Payment shall not constitute a waiver of any claims by the City including, but not limited to:

1. Unsettled stop payment notices;

2. Faulty or defective work;

3. Failure of the work to comply with the requirements of the Contract Documents;

4. Terms of special warranties required by the Contract Documents; or

5. Any other cause, unless specifically waived by the City in writing.

Waiver of Claims by Contractor, Subcontractors, and Suppliers. Acceptance of Final Payment by the Contractor, a subcontractor, or a material supplier shall constitute a waiver of claims by the payee except those previously made properly in writing in accordance with the Contract Documents and identified by the payee as unsettled at the time of Final Application for Payment.

6.04 PROMPT PAYMENT OF FUNDS WITHHELD TO SUBCONTRACTORS The City shall hold retention from the Contractor and shall make prompt and regular incremental acceptances of portions, as determined by the City, of the Work, and pay retention to the Contractor based on these acceptances. The Contractor shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the Work by the City. Federal law (49CFR26.29) requires that any delay or postponement of payment over 30 days may take place only for good cause and with the City’s prior written approval. Any violation of this provision shall subject the violating Contractor to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the Contractor in the event of a dispute involving late payment or nonpayment by the Contractor, deficient subcontract performance, or noncompliance by a subcontractor.

6.05 RELEASE OF RETENTION
The release of retention shall be made pursuant to Public Contract Code Section 7107. Within 60- calendar days after the date of completion of the work of improvements and the establishment of the Contract acceptance date in accordance with the Special Provisions 5.20, “Completion of the Work of Improvements”, the retention withheld by the City shall be released. In the event of a dispute between the City and the Contractor, the City may withhold from the release of retention an amount not to exceed one hundred fifty percent (150%) of the disputed amount. This code provision will be administered as either (1) all 150% may be withheld from the Final Payment, (2) all 150% may be withheld from the retention, or (3) a combination of withhold from both the Final Payment and retention in an amount not to exceed 150%.

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SECTION 7. REFERENCE INFORMATION

7.01 GEOTECHNICAL INFORMATION
A geotechnical report prepared by Earth Systems Pacific, “Revised Pavement Rehabilitation Recommendation Report”, dated December 23, 2016 is provided in Appendix E.

7.02 REFERENCE INFORMATION AVAILABLE AT THE CITY
The following reference information is available for review at the City of Grover Beach, Department of Public Works, 154 South 8th Street, Grover Beach, California, between the hours of 8:00 a.m. and Noon, and 1:00 p.m. and 4:30 p.m. on business days that the City is open.

City’s Circulation Element of the General Plan (also available on the City’s website) The Bicycle Master Plan (also available on the City’s website) Water Atlas
Sewer Atlas
Stormwater Atlas (under development, draft available for review at City) Record drawings of road improvements
Record drawings of tract developments (limited information available) City of Grover Beach Quality Assurance Plan
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SECTION 8. MATERIALS

8.01 GENERAL
Attention is directed to Section 6-3, "Quality," of the Standard Specifications and these Special Provisions.

All materials required to complete the Work under this Contract, except City-furnished materials as specified in Section 10 of these Special Provisions, shall be furnished by the Contractor.

8.02 TESTING
Testing shall conform to the provisions of Section 6-3, "Quality," of the Standard Specifications and these Special Provisions. Relative compaction tests may be performed by the Engineer in accordance with Test Method No. Calif. 216F, ASTM D 698, ASTM D 1556, ASTM D 1557, ASTM D 2937, ASTM D 2922 and/or ASTM D 2049. Testing frequency and location shall comply with the City of Grover Beach Quality Assurance/Quality Control (QA/QC) program. The Contractor shall provide the number and frequency of samples required by the QA/QC plan.

Full compensation for conforming to this section will be considered as included in the price paid for the Work involving testing and no separate payment will be made therefore.

8.03 FOREIGN MATERIALS
In the event the Engineer desires to witness the testing or perform in-plant inspection of foreign materials and equipment, the full cost of the Engineer's transportation and subsistence connected therewith shall be borne by the Contractor.

Note that the City has no testing facilities of its own and the Contractor shall provide all required facilities for testing foreign materials and equipment.

Full compensation for conforming to this section will be considered as included in the price paid for the Work involving foreign materials and equipment and no separate payment will be made therefore.

8.04 CITY-FURNISHED MATERIALS
Attention is directed to Section 6-2.03, "Department-Furnished Materials," of the Standard Specifications and these Special Provisions.

The City-furnished materials include only the following:

Water will be provided to the Contractor free of charge at a location to be designated by the Engineer. The Contractor shall submit to the Engineer a RFI requesting for a fire hydrant meter, and indicate an approximate location where to locate the meter. The City will evaluate the request and advise of any alternations of locations if needed.

All other materials required to perform the Work shall be furnished by the Contractor.

8.05 QUALITY ASSURANCE
The City uses a Quality Assurance Program (QAP) to ensure a material is produced to comply with the Contract. Records and reports of tests the City performs may be examined if they are available at the job site. Contractor shall schedule the work to allow time for QAP testing.

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SECTION 9. DESCRIPTION OF WORK
The Work, in general, consists of furnishing all materials, labor, equipment, tools, transportation and services for NACIMIENTO REPAIR PROJECT
In general, the Base Bid Work shall be repair at the end of Nacimiento, including and not necessarily limited to, mobilization activities, public notification and interaction activities, construction surveying and staking, traffic control, water pollution control practices, demolition, concrete curb and gutter, retaining curb, channel, cross gutter, hot mix asphalt repairs and access road repairs.

Broken concrete or asphalt or other deleterious material is to become the property of the Contractor and shall be disposed of in accordance with the Standard Specifications. The contractor is responsible for anything that is damaged by construction activities in the right of way or on private property. Existing irrigation facilities are not shown on the plans. It is the Contractor’s responsibility to repair any irrigation damaged by construction activities regardless of whether the facilities are marked or shown on the plans.

Such other items and details, not mentioned above, that are required by the plans, Standard Specifications or these Special Provisions shall be performed, placed, constructed or installed.

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SECTION 10. TECHNICAL SPECIFICATIONS
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Agenda Item No. 7

CITY COUNCIL STAFF REPORT
TO: Honorable Mayor and City Council DATE: December 11, 2023 FROM: Matthew Bronson, City Manager
PREPARED BY: David Hale, City Attorney
Megan Martin, Community Development Director
Janet Reese, Associate Planner
SUBJECT: Approval of Financing Documents for the Permanent Local Housing Allocation Program (PLHA) Financing for People’s Self-Help Housing (PSHH) Affordable Housing Project and Appropriation of Revenue.

RECOMMENDATION
Approve the financing documents for the Permanent Local Housing Allocation Program (PLHA) financing for People’s Self-Help Housing (PSHH) affordable housing project located at 164 South 13th Street and 1206 West Grand Avenue and appropriate $5,000,000 in grant money for the project received from the California Department of Housing and Community Development.

BACKGROUND
On December 13, 2021, the Council approved a 53-unit affordable housing project proposed by People’s Self-Help Housing (PSHH) and the Housing Authority of San Luis Obispo (HASLO) located at 164 South 13th Street and 1206 West Grand Avenue, commonly known as Cleaver & Clark Commons. The project represents a significant contribution towards the Major City Goal for FY 2021-23 for “Housing and Homelessness” as follows:

Housing and Homelessness. Work with developers and non-profits in efforts to increase housing availability with a focus on affordable housing; continue partnerships with regional agencies and organizations to address homelessness and related sheltering issues in the city and region, including supporting completion and operation of temporary shelter facilities in the City.

The project is in the final stages of completing its financing with a closing scheduled for December 15, 2023. PSHH has been working on financing the project from a number of different sources and preparing the construction drawings. PSHH has formed a Limited Partnership for the purposes of the construction and operation of this project called Cleaver and Clark Commons, Limited Partnership, (LP) which entered into a ground lease with HASLO to lease the property for 55 years.

The City is financing only a portion of the project financing through the State’s Permanent Local Housing Allocation Program (PLHA) for which the Council approved an application on November 14, 2022. The City received $5,000,000 from this grant program to apply towards project financing and staff is now recommending appropriation of these funds through this agenda item. Cleaver and Clark Commons is financing approximately $29,433,846.00 with JPMORGAN Chase Bank through a Development Loan Agreement, $1,100,000.00 through the Housing Trust Fund (HTF Loan) pursuant to a Development Loan Agreement and $1,618,000.00 through HASLO pursuant to a loan agreement. The City’s loan agreement along with the promissory note and deed of trust will be recorded junior to the other above-enumerated financings.

The City’s PLHA loan will include entering into a PLHA Affordable Housing Regulatory Agreement, a Secured Promissory Note, a Loan Agreement and a Real Property Leasehold Deed of Trust which are attached to this staff report (the Loan Documents). The California Department of Housing and Community Development has reviewed these documents and approved them.

There will be other subordination agreements the City will be required to enter into related to each of these financings which are still being developed at the time of posting this staff report. The City will be required to subordinate its security interest to the above-enumerated financings, which is not an unusual request from entities like JPMorgan Chase Bank. A copy of the initial draft of the Chase Bank subordination is attached along with the other documents listed above.

The City, HASLO and Cleaver and Clark Commons LP entered into a Disposition and Development Agreement (DDA) in March 2022. The City further required and entered into a Regulatory Agreement and Declaration of Restrictive Covenants in September 2022 with HASLO and Cleaver and Clark Commons LP. These documents represent restrictive covenants that require this project to construct a 53-unit affordable housing project and will remain in a priority recordation position upon the conclusion of the closing of Cleaver and Clark Commons financing which will require any lender that has a security interest in the property to comply with those restrictive covenants.

Currently, there are still numerous parties related to this financing that are still making changes and comments on the many documents that make up this financing. The closing for this financing is scheduled for December 15, 2024, but it is likely changes and modifications to many of the agreements, including the City documents, may continue up to closing. Staff is therefore recommending Council give direction and delegate authority to the City Manager to review and execute any additional changes to existing agreements or new agreements necessary to close this financing. Staff is also recommending Council appropriate the PLHA grant in the amount of $5,000,000.00 into the City’s budget in a Special Revenue Fund rather than the General Fund.

FISCAL IMPACT
There is no fiscal impact to the City’s General Fund.

ALTERNATIVES
The Council has the following alternatives to consider:

1. Review and approve the PLHA financing Loan Documents, appropriate the $5,000,000.

PLHA grant money and give direction and delegation of authority to the City Manager to review and approve any and all documents necessary to accommodate a timely closing of this financing; or

2. Do not approve the financing Loan Documents; or

3. Provide alternative direction to staff.

PUBLIC NOTIFICATION
The agenda was posted in accordance with the Brown Act.

Attachments

1. PLHA Loan Documents
826.061/573160
Recording requested by and when recorded mail
to:

City of Grover Beach
154 South Eighth Street
Grover Beach, CA 93433

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use.

LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING
(PLHA Loan)

THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of December 1, 2023, by CLEAVER & CLARK COMMONS, L.P., a California limited partnership (“Trustor”) to ______________________ (“Trustee”), for the benefit of the CITY OF GROVER BEACH, a California municipal corporation (“Beneficiary”). The HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO, a public body, corporate and politic (“HASLO”) joins in this Deed of Trust for the limited purpose of authorizing recordation against the fee interest in the Land (as such term is defined herein).

RECITALS
A. HASLO owns a Fee interest in the land described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”). Pursuant to the Terms of a Ground Lease (as such term is defined at Section 1(a) hereto), Trustor owns a leasehold interest in the Land. Trustor intends to construct a 53-unit multifamily residential development on the Land and related improvements (the “Project”).

B. Beneficiary and Trustor have entered into a Loan Agreement dated of or about even date herewith (the “Loan Agreement”) pursuant to which Beneficiary will provide a loan to Trustor in the amount of up to Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000) (“Loan”) for the purpose of partially financing the Project. Trustor has issued to Beneficiary a secured promissory note dated as of or about even date herewith (the “Note”) to evidence Trustor’s obligation to repay the Loan. This Deed of Trust, the Loan Agreement, the Note and the Regulatory Agreement (defined below) are collectively referred to herein as the “City Documents.”
C. As a condition precedent to the making of the Loan, Beneficiary has required that HASLO and Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien and security interest in the Project, Trustor’s leasehold interest in the Land, and HASLO’s fee interest in the Land to secure repayment of the Note and performance of Trustor’s obligations under the Loan Agreement and the other City Documents.

Attachment 1
826.061/573160
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, HASLO and Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which HASLO and Trustor now have or may later acquire in and to the Land, and all of the following, whether presently owned or hereafter acquired:
a. The fee estate (“Fee Estate”) and the leasehold estate (“Leasehold Estate”) in the land created by that certain Ground Lease between Trustor, as Lessee, and Housing Authority of the City of San Luis Obispo, as Lessor, dated substantially concurrently herewith, a memorandum of which will be recorded in the Official Records of San Luis Obispo County, California (“Ground Lease”);
b. All buildings, structures, and improvements, now or hereafter located or constructed on the Land (“Improvements”);
c. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in connection with the Land or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Land or Improvements and all existing and future privileges, rights, franchises and tenements of the Land, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Land, and all water rights, rights of way, gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and Improvements (collectively, “Appurtenances”);
d. All machinery, equipment, fixtures, goods and other personal property of the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor and now or hereafter located at or used in connection with the Land, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, “Equipment”);
e. All existing and future leases, subleases, licenses, and other agreements relating to the use or occupancy of all or any portion of the Fee Estate, Leasehold Estate, Land or Improvements (collectively, “Leases”), all amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for the benefit of Trustor, including but not limited to security deposits (collectively, “Rents”);
f. All insurance proceeds and any other proceeds from the Fee Estate, Leasehold Estate, Land, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to insurance awards which the Trustor now has or may hereafter acquire, 826.061/573160
including all advance payments of insurance premiums made by Trustor, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding (“Proceeds”);
g. All revenues, income, rents, royalties, payments and profits produced by the Fee Estate, Leasehold Estate, Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter acquired by Trustor (“Gross Revenues”); h. All architectural, structural and mechanical plans, specifications, design documents and studies produced in connection with development of the Land and construction of the Improvements (collectively, “Plans”); and
i. All interests and rights in any private or governmental grants, subsidies, loans or other financing provided in connection with development of the Leasehold Estate, Land and construction of the Improvements (collectively, “Financing”).

All of the above-referenced interests of Trustor in the Leasehold Estate, Land, Improvements, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (collectively, the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note and any amendment thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Trustor to Beneficiary under the Loan Agreement, the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by and between City and Trustor and recorded substantially concurrently herewith (the “Regulatory Agreement”) or the other City Documents; (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all obligations of Trustor to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust or any other City Document as such may be modified, supplemented, amended, renewed or extended.

3. Assignment of Rents, Issues, and Profits. HASLO and Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon HASLO and Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon HASLO or Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon 826.061/573160
and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land or the Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of HASLO or Trustor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by HASLO or Trustor, lessees or any third parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary’s written consent and not including the Ground Lease, HASLO or Trustor shall not accept prepayment of Rents for any rental period exceeding one month.

4. Security Agreement. The parties intend for this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary, subject to the rights of any beneficiaries under deeds of trust senior in priority to this Deed of Trust permitted under the Loan Agreement and Ground Lease (“Senior Deeds of Trust”). The parties acknowledge that some of the Property may be determined under applicable law to be personal property or fixtures. To the extent that any Property may be or be determined to be personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security interest in all such Property to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, it is the intention of the parties that such Property shall constitute “proceeds, products, offspring, rents, or profits” (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Land and Improvements.

5. Financing Statements. Pursuant to the UCC, HASLO and Trustor, as debtor, hereby authorizes Beneficiary, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as Beneficiary may deem appropriate to perfect and preserve Beneficiary’s security interest in the Property and Rents, without requiring any signature or further authorization by HASLO or Trustor. If requested by Beneficiary, Trustor shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such record searches as Beneficiary may reasonably require. If any financing 826.061/573160
statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it. Everything used in connection with the Property and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Similarly, the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) HASLO or Trustor’s interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall not be construed as in any way altering any of the rights of Beneficiary as determined by this instrument or impugning the priority of Beneficiary’s lien granted hereby or by any other recorded document. Such mention in any financing statement is declared to be solely for the protection of Beneficiary in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2), and (3), that notice of Beneficiary’s priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government.

6. Fixture Filing. Subject to the rights of beneficiaries under Senior Deeds of Trust, this Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. HASLO or Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of San Luis Obispo County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. HASLO or Trustor shall be deemed to be the “debtor” and Beneficiary shall be deemed to be the “secured party” for all purposes under the UCC.

7. Representations, Warranties and Covenants; Rights and Duties of the Parties.

7.1 Representations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds the Leasehold Estate in the Land and title to the Improvements, (ii) Trustor has good and marketable title to all of the Property; (iii) Trustor has the full and unlimited power, right and authority to encumber the Property and assign the Rents; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the City Documents or otherwise approved in writing by Beneficiary (“Permitted Encumbrances”), this Deed of Trust creates a valid lien on Trustor’s entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustor owns the Property free and clear of any deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the 826.061/573160
correct address of Trustor’s chief executive office is specified in Section 10.2.

Trustor further represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have been duly authorized, executed, and delivered by Trustor; (b) are binding obligations of Trustor; and (c) do not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor further represents and warrants that there are no pending, or to Trustor’s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect Trustor’s ownership of the Property.

HASLO represents and warrants that: (i) HASLO lawfully possesses and holds the Fee Estate in the Land, (ii) HASLO has good and marketable title to all of the Fee Estate, which includes the lessor interest in the Ground Lease; (iii) HASLO has the full and unlimited power, right and authority to encumber the Fee Estate; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the Permitted Encumbrances and the Ground Lease, this Deed of Trust creates a valid lien on the Fee Estate; (v) except with respect to Permitted Encumbrances and the Ground Lease, HASLO owns the Fee Estate free and clear of any deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Fee Estate on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of HASLO is specified in Section 10.2.

HASLO further represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have been duly authorized, executed, and delivered by HASLO; (b) are binding obligations of HASLO; and (c) do not violate the provisions of any agreement to which HASLO is a party or which affects the Property. HASLO further represents and warrants that there are no pending, or to HASLO’s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect HASLO’s ownership of the Property.

7.2 Payment and Performance of Secured Obligations. Trustor shall promptly pay when due the principal and any interest due on the indebtedness evidenced by the Note, and shall promptly pay and perform all other obligations of Trustor arising in connection with the Secured Obligations or the City Documents in accordance with the respective terms thereof.

7.3 Use of Loan Proceeds; Preservation and Maintenance of Property; Compliance with Laws. Trustor covenants that it shall use the proceeds of the Loan (the “Loan Proceeds”) solely for purposes authorized by the City Documents. Trustor shall keep the Land and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals and replacements thereto so that the Property shall be preserved and maintained. Trustor covenants to comply with all federal, state and local laws, regulations, ordinances and rules applicable to the Property and the Project, including without limitation all applicable requirements of state and local building codes and regulations, and all applicable statutes and regulations relating to accessibility for the disabled. Trustor shall not remove, demolish or materially alter any Improvement without Beneficiary’s consent, shall complete or restore promptly and in good and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor. 826.061/573160
Trustor shall use the Land and Improvements solely for purposes authorized by the City Documents, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate any applicable law or order of any governmental authority, nor shall Trustor bring on or keep any article on the Property or cause or allow any condition to exist thereon which could invalidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the City Documents.

7.4 Restrictions on Conveyance and Encumbrance; Acceleration. It shall be an Event of Default hereunder if any Transfer (as defined in the Loan Agreement) of the Property (excluding a Permitted Transfer or Permitted Refinancing, as defined in the Loan Agreement), any part thereof or any interest therein occurs in violation of the requirements of the City Documents. If any such Transfer occurs in violation of such requirements, without limiting the provisions of Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, and without demand, immediately become due and payable, subject to any applicable cure period.

7.5 Inspections; Books and Records. Beneficiary and its agents and representatives shall have the right at any reasonable time upon reasonable notice to enter upon the Land and inspect the Property to ensure compliance with the City Documents. Trustor shall maintain complete and accurate books of account and other records (including copies of supporting bills and invoices) adequate to document the use of the Loan Proceeds and the operation of the Property, together with copies of all written contracts, Leases and other instruments which affect the Property. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection at any reasonable time by Beneficiary following two business days’ prior notice.

7.6 Charges, Liens, Taxes and Assessments. Trustor shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may become) a lien on all or part of the Property. Trustor may, at Trustor’s expense, contest the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished other security as may reasonably be required from time to time by Beneficiary; and provided further that Trustor shall timely make any payment necessary to prevent a lien foreclosure, sale, forfeiture or loss of the Property.

7.7 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust.

7.8 Hazard, Liability and Workers’ Compensation Insurance. At all times during the term hereof, Trustor shall at Trustor’s expense, maintain insurance policies in accordance with the requirements set forth in the City Documents. Trustor shall file with Beneficiary prior to the commencement of the term hereof, certificates (or such other proof as Beneficiary may reasonably require, including without limitation copies of the required insurance policies) evidencing each of 826.061/573160
the insurance policies and endorsements thereto as required pursuant to the City Documents, and such certificates (or policies) shall provide that at least thirty (30) days’ prior written notice shall be provided to Beneficiary prior to the expiration, cancellation or change in coverage under each such policy. If any insurance policy required pursuant to the City Documents is canceled or the coverage provided thereunder is reduced, Trustor shall, within ten (10) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option (and without any obligation to do so), procure such insurance coverage at Trustor’s expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary.

7.9 Condition of Property. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Land that has not previously been corrected, and no condition on the Land violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ii) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (iii) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor in the Property; (iv) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Land or any portion thereof; (v) Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vi) there are no natural or artificial conditions upon the Land or any part thereof that could result in a material and adverse change in the condition of the Land; (vii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor’s agents, is accurate and complete; and (viii) Trustor or Trustor’s agents have disclosed to Beneficiary all material facts concerning the Property.

7.10 Hazardous Materials. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof to the best knowledge of Trustor: (i) the Land is free and has always been free of Hazardous Materials (as defined below) and is not and has never been in violation of any Environmental Law (as defined below); (ii) there are no buried or partially buried storage tanks located on the Land; (iii) Trustor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Land are or have ever been in violation of any Environmental Law or informing Trustor that the Land is subject to investigation or inquiry regarding Hazardous Materials on the Land or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Land; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Land, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Land has never been used as a dump or landfill; and (vii) Trustor has disclosed to Beneficiary all information, records, and studies in Trustor’s possession or reasonably available to Trustor relating to the Land concerning Hazardous Materials.
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Trustor shall not cause or permit any Hazardous Material (as defined in Section 9.3 of the Loan Agreement) to be brought upon, kept, stored or used in, on, under, or about the Land by Trustor, its agents, employees, contractors or invitees except for incidental supplies ordinarily used in the construction and operation of residential developments in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Land.

If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Land and results in any contamination of the Land or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Land, Trustor shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below).

Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed officials, officers, agents and employees (collectively, “Indemnitees”) harmless from and against any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually “Claim” and collectively “Claims”) arising in connection with the breach of Trustor’s covenants and obligations set forth in this Section 7.10 or otherwise arising in connection with the presence or release of Hazardous Materials in, on, under, or from the Property; provided that no Indemnitee shall be entitled to indemnification under this Section for matters caused by such Indemnitee’s gross negligence or willful misconduct. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether the Land is in compliance with Environmental Laws, all costs associated with bringing the Land into compliance with all applicable Environmental Laws, and all costs associated with claims for damages or injury to persons, property, or natural resources.

Without limiting the generality of the foregoing, Trustor shall, at Trustor’s own cost and expense, do all of the following:
a. pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; b. reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and c. reimburse Indemnitees for any and all expenses, including without limitation outof-pocket expenses and fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any legal or administrative proceeding.

Trustor’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Trustor to receive notice of or consideration for any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time 826.061/573160
for performance required by any City Document; (iii) any provision in any of the City Documents limiting Beneficiary’s recourse to property securing the Secured Obligations, or limiting the personal liability of Trustor, or any other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by Trustor under this Deed of Trust or by Trustor or any other party under any City Document, (v) the release of Trustor or any other person, by Beneficiary or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for the Secured Obligations; and (vii) Beneficiary’s failure to properly perfect any lien or security interest given as security for the Secured Obligations.

The provisions of this Section 7.10 shall be in addition to any and all other obligations and liabilities that Trustor may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether Beneficiary or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the City Documents or applicable law. The obligations of Trustor to indemnify the Indemnitees under this Section shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust.

Without limiting any of the remedies provided in this Deed of Trust, Trustor acknowledges and agrees that each of the provisions in this Section 7.10 is an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil Procedure) made by Trustor relating to real property security (the “Environmental Provisions”), and that Trustor’s failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section 736 of the California Code of Civil Procedure (“Section 736”) for the recovery of damages and for the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary’s action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure.
“Environmental Law” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to any Hazardous Material (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 826.061/573160
2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder.

7.11 Notice of Claims; Defense of Security; Reimbursement of Costs. a. Notice of Claims. Promptly upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of all or any portion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and empowers Beneficiary as attorney in fact for Trustor to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary’s expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder. Trustor hereby authorizes and empowers Beneficiary, at Beneficiary’s option, as attorney in fact for Trustor, to commence, appear in and prosecute, in Beneficiary’s or Trustor’s name, any action or proceeding relating to any condemnation or other taking of all or any part of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award payment or claim for damages, direct or consequential, in connection with any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The foregoing powers of attorney are coupled with an interest and are irrevocable. Trustor hereby authorizes Beneficiary to apply such awards, payments, proceeds or damages relating to condemnation of the Property and insurance covering the Property, after the deduction of Beneficiary’s expenses incurred in the collection of such amounts, at Beneficiary’s option, subject to the requirements of applicable law and the provisions hereof, to restoration or repair of the Property or to payment of the sums secured by this Deed of Trust.

Beneficiary shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action, and payments relating to condemnation or other taking of the Property or insured casualty affecting the Property, and may accept the same in the amount in which the same shall be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds damages or claims arising in connection with such condemnation or taking or such insurance as Beneficiary may require. Trustor’s obligations and Beneficiary’s rights under this Section are subject to the requirements of the Senior Deeds of Trust (if any). b. Defense of Security. At Trustor’s sole expense, Trustor shall protect, preserve and 826.061/573160
defend the Property and title to and right of possession of the Property, the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims.
c. Compensation; Reimbursement of Costs. Trustor agrees to pay all reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service that Beneficiary or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to Beneficiary or Trustee or both of them under Sections 7.17 and 8.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title. d. Notice of Changes. Trustor shall give Beneficiary prior written notice of any change in the address of Trustor and the location of any Property, including books and records pertaining to the Property.

7.12 Indemnification. Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold harmless the Indemnitees (as defined in Section 7.10) from and against all Claims arising directly or indirectly in any manner in connection with or as a result of (a) any breach of Trustor’s covenants under any City Document, (b) any representation by Trustor in any City Document which proves to be false or misleading in any material respect when made, (c) injury or death to persons or damage to property or other loss occurring on the Land or in any improvement located thereon, whether caused by the negligence or any other act or omission of Trustor or any other person or by negligent, faulty, inadequate or defective design, building, construction or maintenance or any other condition or otherwise, (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any City Document or any transaction contemplated thereby, or any failure of Trustor to comply with all applicable state, federal and local laws and regulations applicable to the Property, provided that no Indemnitee shall be entitled to indemnification under this Section for matters caused by such Indemnitee’s gross negligence or willful misconduct. The obligations of Trustor under this Section shall survive the repayment of the Loan and shall be secured by this Deed of Trust. Notwithstanding any contrary provision contained herein, the obligations of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust.

7.13. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following: (i) Beneficiary’s exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) Beneficiary’s failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or any third parties, or any dangerous or defective condition 826.061/573160
of the Property; or (iv) any loss sustained by Trustor or any third party resulting from any act or omission of Beneficiary in managing the Property after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in this Section 7.13, and agrees that Trustor shall assert no claim related to any of the foregoing against Beneficiary.

7.14 Insurance and Condemnation Proceeds. Subject to the rights of any senior lienholders, and notwithstanding anything contained in any of the City Documents, unless Beneficiary and Trustor otherwise agree in writing, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof shall be applied to restoration or repair of the Property, provided Trustor determines that such restoration or repair is economically feasible and there is no default under any City Document that is continuing beyond the expiration of all applicable cure periods. If Trustor determines that such restoration or repair is not economically feasible or if a default exists after expiration of all applicable cure periods, the insurance proceeds shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Trustor. In the event funds for such work are insufficient, Beneficiary may, in its sole discretion and subject to the approval of Beneficiary’s governing board, advance such additional funds as may be necessary to allow the Property to be repaired or restored, and may add the amount thereof to the principal balance of the Note. If the Property is abandoned by Trustor, or if Trustor fails to respond to Beneficiary within 30 days from the date notice is mailed by Beneficiary to Trustor that the insurance carrier offers to settle a claim for insurance benefits, Beneficiary is authorized to collect and apply the insurance proceeds at Beneficiary’s option either to restoration or repair of the Property or to the sums secured by this Deed of Trust.

7.15 Release, Extension, Modification. At any time and from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or any part of the Property, consent to the making of any map or plat of the Land or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension agreement or other agreement affecting the lien or charge hereof. At any time and from time to time, without liability therefor and without notice, and after receipt of approval by the California Department of Housing and Community Development, such approval not to be unreasonably withheld, Beneficiary may: (i) release any person liable for payment of any Secured Obligation, (ii) extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any kind as security for any Secured Obligation, or (iv) substitute or release any property securing the Secured Obligations.

7.16 Reconveyance. Upon written request of Beneficiary stating that all of the Secured Obligations have been satisfied in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then held under this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor shall pay all fees of Trustee and all recordation fees related to such reconveyance.

7.17 Cure; Protection of Security. Beneficiary may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure, Beneficiary may also enter the Property 826.061/573160
and/or do any and all other things which it may in its reasonable discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary’s sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary to be conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary. Beneficiary may take any of the actions permitted under this Section 7.17 either with or without giving notice, except for notices required under applicable law. Any amounts disbursed by Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust. Beneficiary shall have no obligation to take any action described in this Section.

8. Default and Remedies.

8.1 Events of Default. Trustor acknowledges and agrees that an Event of Default shall occur under this Deed of Trust upon the occurrence of any one or more of the following events:
a. Beneficiary’s declaration of an Event of Default under any City Document, subject to the expiration of any applicable cure period set forth in such document; b. Trustor fails to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10) days following written notice from Beneficiary or Trustee;
c. If Trustor’s interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 7.4 hereof or if any other Transfer occurs in violation of the Loan Agreement; d. Trustor fails to maintain the insurance coverage required under the City Documents or otherwise fails to comply with the requirements of Section 7.8 hereof and Trustor fails to cure such default within the time specified in Section 7.8;
e. Subject to Trustor’s right to contest such charges as provided herein, Trustor fails to pay taxes or assessments due on the Land or the Improvements or fails to pay any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within ten (10) days.
f. Any representation or warranty of Trustor contained in or made in connection with the execution and delivery of this Deed of Trust or in any certificate or statement furnished pursuant hereto or in any other City Document proves to have been false or misleading in any material adverse respect when made;
g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any 826.061/573160
other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Trustor or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Trustor or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. h. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Trustor or any general partner thereof in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof or substantially all of such entity’s assets, (iii) orders the liquidation of Trustor or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance. i. The holder of any other debt instrument secured by a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents; or j. Trustor fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten (10) days after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice in the event of a nonmonetary default, provided that in the case of a nonmonetary default that in Beneficiary’s reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Default shall not arise hereunder if Trustor commences to cure such default within thirty (30) days and thereafter prosecutes such cure to completion with due diligence and in good faith and in no event later than ninety (90) days, or such longer period as the City may approve, following receipt of notice of default.

8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any City Document, and any other remedy existing at law or in equity or by statute, subject to the nonrecourse provisions set forth in the Note. All of Beneficiary’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs. a. Acceleration. Beneficiary may declare any or all of the Secured Obligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately.
b. Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property.
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c. Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of Trustor’s or the then owner’s books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If Beneficiary so requests, Trustor shall assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor’s attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor’s name on any instruments. d. UCC Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC.
e. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust.
f. Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

Trustor’s limited partners (the “Limited Partners”) shall have the right to cure any default of Trustor hereunder and any of the Loan Documents upon the same terms and conditions afforded to Trustor. Provided that Beneficiary has been given written notice of the address for delivery of notices to the Limited Partners, Beneficiary shall provide any notice of default hereunder to the Limited Partners concurrently with the provision of such notice to Trustor, and as to the Limited Partners, the cure periods specified herein shall commence upon the date of delivery of such notice in accordance with Section 10.2.

8.3 Power of Sale. If Beneficiary elects to invoke the power of sale hereby granted, Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated as required by law and this Deed of Trust.

Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust.
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Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may, and at Beneficiary’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at such sale.

After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary or Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Without limiting the generality of the foregoing, Trustor acknowledges and agrees that regardless of whether or not a default has occurred hereunder, if an Event of Default has occurred under the City Documents, and if in connection with such Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i) Beneficiary shall be entitled to declare all amounts due under the Note immediately due and payable, and (ii) the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Note.

At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations:
a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 7.11(c); and
b. Second, the remaining balance of all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose.

8.4 Trustor’s Right to Reinstate. Notwithstanding Beneficiary’s acceleration of the sums secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays Beneficiary all sums which would be then due under the Loan Documents if the Secured Obligations had no acceleration 826.061/573160
provision; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, and in enforcing Beneficiary’s and Trustee’s remedies as provided herein, including, but not limited to, reasonable attorney’s fees; and (d) Trustor takes such action as Beneficiary may reasonably require to assure that the lien of this Deed of Trust, Beneficiary’s interest in the Property and Trustor’s obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred.

Nothing contained in Sections 8.3 and 8.4 is intended to expand upon or limit the rights of Trustor and Beneficiary under California law regarding Beneficiary’s exercise of the power of sale or Trustor’s reinstatement rights.

9. Trustor’s Waivers. To the fullest extent permitted by law, Trustor waives: (a) all statutes of limitations as a defense to any action or proceeding brought against Trustor by Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.

10. Miscellaneous Provisions.

10.1 Additional Provisions. The City Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and the Property.

10.2 Notices. Trustor requests that a copy of notice of default and notice of sale be mailed to Trustor at the address set forth below. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary’s address set forth below is the address for Beneficiary as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:
a. personal delivery, in which case notice shall be deemed delivered upon receipt; b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail; c. nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or 826.061/573160
d. facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof.

Trustor: Cleaver & Clark Commons, L.P.
c/o People’s Self-Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
Attention: CEO and President
With a copy to Trustor’s
Limited Partner: RSEP Holdings, LLC
90 Park Avenue, 28th Floor
New York, NY 10016
HASLO: Housing Authority of the City of San Luis Obispo 1150 Laurel Lane, Suite 190
San Luis Obispo, CA 93401
Attention: Director of Housing Management
Beneficiary: City of Grover Beach
154 South Eighth Street
Grover Beach, California 93433
Attention: ______________________

10.3 Binding on Successors. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary and Trustee; provided however this Section 10.3 does not waive the provisions of Section 7.4.

10.4 Substitution of Trustee. Beneficiary may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of San Luis Obispo County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustee or trustees shall succeed to all of the powers and duties of the Trustee named herein.

10.5 Attorneys’ Fees and Costs. In any action or proceeding to foreclose this Deed of Trust or to enforce any right of Beneficiary or of Trustee, Trustor shall pay to Beneficiary and Trustee all costs of such action or proceeding, including reasonable attorneys’ fees.

10.6 Governing Law; Severability; Interpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in the jurisdiction where the Land is located (the “Property Jurisdiction”). The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the City Documents. 826.061/573160
Trustor irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this Deed of Trust are for convenience only and are not intended to affect the interpretation or construction of the provisions contained herein.

In this Deed of Trust, whenever the context so requires, the singular number includes the plural.

10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any obligation of Trustor hereunder must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s or Trustee’s consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by Trustor and Beneficiary. Without limiting the generality of the foregoing, Beneficiary’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

10.8 Action By Beneficiary. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the Beneficiary is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by Beneficiary’s Executive Director or by any person who shall have been designated by Beneficiary’s Executive Director, without further approval by the governing board of Beneficiary.

Beneficiary shall use reasonable best efforts to respond to requests for any such approval, notice, direction, or consent in a timely manner. In any approval, consent, or other determination by Beneficiary required hereunder, Beneficiary shall act reasonably and in good faith.

10.9 Joint and Several Liability. If Trustor consists of more than one person or entity, in the case of a limited partnership, each general partner shall be jointly and severally liable for the faithful performance of all of Trustor’s obligations under this Deed of Trust.

10.10 Time is of the Essence. Time is of the essence for each provision of this Deed of Trust.

10.11 Partial Subordination to Extended Use Agreement. Lender acknowledges that Borrower (with respect to the Leasehold Estate), HASLO (with respect to the Fee Estate) and the California Tax Credit Allocation Committee have or intend to enter into, or concurrently with the execution and delivery of the Loan Documents are entering into, a Regulatory Agreement (the “TCAC Regulatory Agreement”), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as amended (the “Code”). Lender acknowledges and agrees that, in the event of a foreclosure of its interest under the Deed of Trust or delivery by the Partnership of a deed in lieu thereof (collectively, a “Foreclosure”), the following rule contained in Section 42(h)(6)(E)(ii) of the Code shall apply:
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For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by the TCAC Regulatory Agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not limited to, the tenants’ ineligibility pursuant to Section 42 of the Code), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code.
[Signature Pages Follow]
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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR:

Kenneth Trigueiro,
Chief Executive Officer and President
By: San Luis Obispo Nonprofit Housing Corporation,
a California nonprofit public benefit corporation,
its administrative general partner
By: __________________________
Ken Litzinger,
Chief Financial Officer
HASLO:

HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO,
a public body, corporate and politic
By: __________________________
Michelle Pedigo,
Interim Director of Housing Management
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EXHIBIT A

LAND LEGAL DESCRIPTION
Real property in the City of Grover Beach, County of San Luis Obispo, State of California, described as follows:

PARCEL A OF PARCEL MAP NO. G-72-199, IN THE CITY OF GROVER BEACH, COUNTY

OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED JULY 25, 1972 IN BOOK 9 OF PARCEL MAPS, AT PAGE 19, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL 3 OF PARCEL MAP NO. G-71-183, IN

THE CITY OF GROVER BEACH, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED SEPTEMBER 30, 1971 IN BOOK 6 OF PARCEL MAPS, AT PAGE 93, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND THAT PORTION OF THE BLOCK DESIGNATED AS "WASHINGTON PARK” ON THE MAP OF THE TOWN OF GROVER, IN THE CITY OF GROVER BEACH, AS SHOWN ON MAP RECORDED IN BOOK A, PAGE 6 OF MAPS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEASTERLY CORNER OF SAID BLOCK; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID BLOCK A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID BLOCK, A DISTANCE OF 300 FEET; THENCE SOUTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID BLOCK, A DISTANCE OF 122.5 FEET

TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO WARNT HUNT AND WIFE, RECORDED AUGUST 19, 1932 IN BOOK 128, PAGE 90 OF OFFICIAL RECORDS; THENCE EASTERLY ALONG SAID NORTHERLY LINE 300 FEET TO THE EASTERLY LINE OF SAID BLOCK; THENCE NORTHERLY ALONG SAID EASTERLY LINE, 122.5 FEET TO THE TRUE POINT OF BEGINNING. “THE ABOVE LEGAL

DESCRIPTION IS PURSUANT TO THAT NOTICE OF MERGER RECORDED SEPTEMBER 12, 2023 AS INSTRUMENT NO. 2023-26868 OF OFFICIAL RECORDS”.

APN: 060-242-057, 060-242-044 AND 060-242-045
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ACKNOWLEDGMENT
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.

State of California )
County of San Luis Obispo )
On_____________ before me, _____________________________, Notary Public, , personally appeared, ___________________________________, who proved to me 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_____________________________
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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_____________________________

LOAN AGREEMENT
by and between

THE CITY OF GROVER BEACH,
a California municipal corporation
and
CLEAVER & CLARK COMMONS, L.P.,
a California limited partnership
December 1, 2023
THIS LOAN AGREEMENT (this “Agreement”) is entered into effective as of December 1, 2023 (“Effective Date”) by and between the CITY OF GROVER BEACH, a California municipal corporation (“City”) and CLEAVER & CLARK COMMONS, L.P., a California limited partnership (“Developer”). City and Developer are hereinafter collectively referred to as the “Parties.”

RECITALS
A. Developer owns a leasehold interest in that real property located in in the City of Grover Beach, County of San Luis Obispo, State of California (the “Property”), as more particularly described on Exhibit A attached hereto and incorporated herein by this reference.

B. Developer is developing a fifty-three (53) unit multifamily residential apartment building rented at an affordable housing cost to low, very-low, and extremely-low income households (the “Project”).

C. The City has received grant funding from the California Department of Housing and Community Development (“HCD”) under the Permanent Local Housing Allocation (“PLHA”) program pursuant to a Standard Agreement between the City and HCD dated [________, 2023] (Contract No. 22-PLHA-17821) (the “PLHA Grant”).

D. Developer has requested, and City has agreed, to provide a loan to Developer in the amount of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000). from the City’s receipt of the PLHA Grant (the “Loan”) to assist in the development of the Project pursuant to the terms and conditions set forth herein.

E. A material inducement to City to enter into this Agreement is the agreement by Developer to develop the Property within the time periods specified herein and in accordance with the provisions hereof, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Developer to complete the Project in accordance with such provisions and within such time periods.

F. Concurrently herewith: (i) Developer shall execute a secured promissory note (the “Note”) in the amount of the Loan and a Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the “Deed of Trust”), which shall provide City with a security interest in the Property and the Project, and (ii) Developer and City shall execute an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”), which shall be recorded against the Property and which shall require Project rents to be affordable to low, very- low, and extremely-low income households for a term of not less than 55 years. This Agreement, the Note, the Regulatory Agreement and the Deed of Trust are collectively hereinafter referred to as the “City Documents.” NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I

DEFINITIONS

1. Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and any Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement.

1.1 “City Documents” is defined in Recital F.

1.2 Reserved.

1.3 “Environmental Laws” is defined in Section 9.4.

1.4 “Hazardous Materials” is defined in Section 9.3.

1.5 “Improvements” is defined in Section 3.7.

1.6 “Indemnitees” is defined in Section 9.2.

1.7 “Loan” is defined in Recital D and Article 4.

1.8 “Note” is defined in Article 4.

1.9 “Project” is defined in Recital B.

1.10 “Regulatory Agreement” is defined in Recital F.

ARTICLE II
REPRESENTATIONS; EFFECTIVE DATE AND TERM

2.1 Developer’s Representations. Developer represents and warrants as follows, and Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Developer shall immediately give written notice of such fact or condition to City. Developer acknowledges that City shall rely upon Developer’s representations made herein notwithstanding any investigation made by or on behalf of City. (i) Authority. Developer is a California limited partnership duly organized and in good standing under the laws of the State of California. Developer has the full right, power and authority to undertake all obligations of Developer as provided herein, and Developer’s execution, performance and delivery of this Agreement, the Regulatory Agreement, and the other City Documents have been duly authorized by all requisite actions. (ii) No Conflict. Developer’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement. (iv) No Developer Bankruptcy. Developer is not the subject of a bankruptcy or insolvency proceeding.

2.2 City Representations. City represents and warrants to Developer and covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.2 not to be true, City shall immediately give written notice of such fact or condition to Developer. City acknowledges that Developer shall rely upon City’s representations made herein notwithstanding any investigation made by or on behalf of Developer.
(i) Authority. City is a California municipal corporation, duly organized and in good standing under the laws of the State of California. City has the full right, power and authority to undertake all of the respective obligations as provided herein, and the execution, performance and delivery of this Agreement by City has been duly authorized by all requisite actions on the part of each such entity. The persons executing this Agreement on behalf of City has been duly authorized to do so. This Agreement constitutes a valid and binding obligation of City. (ii) No Conflict. City’s execution, delivery and performance of their respective obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which either is bound. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of City to perform their obligations under this Agreement. (iv) No Bankruptcy. City is not the subject of a bankruptcy or insolvency proceeding.

2.3 Effective Date. The obligations of Developer and City hereunder shall be effective as of the Effective Date.

ARTICLE III

DEVELOPMENT OF THE PROJECT

3.1 The Property. Developer represents and warrants that as of the Effective Date: (i) Developer holds leasehold title to the Property, and (ii) to the best knowledge of Developer after reasonable inquiry, the Property is subject to no covenant, condition, restriction or agreement that would hinder or prevent Developer’s performance of its obligations under this Agreement, the Regulatory Agreement, and the other City Documents. If at any time the foregoing statements become untrue, the City shall have the right to terminate this Agreement upon written notice to Developer.

3.2 Affordable Housing. Developer covenants and agrees for itself, its successors and assigns that the residential units developed within the Project shall be rented in accordance with the terms of the Regulatory Agreement which the Parties shall execute concurrently with the execution of this Agreement, and which shall be recorded in the Official Records of San Luis Obispo County (“Official Records”) on the date of closing on the Loan.

3.3 Project Approvals. Developer covenants that it shall: (i) obtain all necessary permits and approvals which may be required by City and any other governmental agency having jurisdiction over the construction of the Project or the development of the Property, (ii) comply with all mitigation measures, if any, imposed in connection with any environmental review of the Property or the Project, and (iii) not commence construction of the Project prior to issuance of building permits.

3.4 Fees. Developer shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City in connection with obtaining building permits and other approvals for the Project, including without limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, architectural review, historic review, and any subsequent approvals for the Project or the development of the Property.

3.5 Cost of Acquisition and Construction. Except as expressly set forth herein, Developer shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of the Property, the design, development and construction of the Project and compliance with any conditions of approval of the City, including without limitation the installation and construction of all off-site or on-site improvements required by City in connection therewith, and none of such costs and expenses shall be the obligation of the City.

3.6 Rights of Access; Books and Records. For the purpose of ensuring that the Project is developed in compliance with this Agreement, Developer shall permit representatives of the City to enter upon the Property to inspect the Project following 48-hours’ written notice (except in the case of emergency in which case such notice as may be practical under the circumstances shall be provided). Upon request, Developer shall permit the City to inspect at reasonable times and on a confidential basis those books, records and all other documents of Developer necessary to determine Developer’s compliance with the terms of this Agreement.

3.7 City Disclaimer. Developer acknowledges that the City is under no obligation, and City does not undertake or assume any responsibility or duty to Developer or to any third party, to in any manner review, supervise, or inspect the progress of construction or the operation of the Project. Developer and all third parties shall rely entirely upon its or their own supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Project. Any review or inspection undertaken by the City is solely for the purpose of determining whether Developer is properly discharging its obligations under this Agreement, and shall not be relied upon by Developer or any third party as a warranty or representation by the City as to the quality of the design or construction of the Project and other improvements constructed on the Property (collectively, the “Improvements”) or otherwise.

3.8 Intentionally Omitted.

3.9 Equal Opportunity. During the construction of the Project, there shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction of the Project, and Developer shall direct its contractors and subcontractors to refrain from discrimination on such basis.

3.10 Prevailing Wage Requirements. To the extent, and only if required by applicable federal and state laws, rules and regulations, Developer and its contractors and agents shall comply with California Labor Code Section 1720 et seq. and applicable federal labor laws and standards, and the regulations adopted pursuant thereto (“Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions.

3.11 Compliance with Laws. Developer shall carry out and shall cause its contractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, applicable provisions of the California Public Contracts Code, the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C.

Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq..

3.12 Liens and Stop Notices. Until the expiration of the term of the Regulatory Agreement and full repayment of the Loan, Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded affecting the Project, Developer shall within thirty (30) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount or provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

3.13 Right of City to Satisfy Liens on the Property. If Developer fails to satisfy or discharge any lien or stop notice on the Property pursuant to Section 3.12 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Developer’s expense and without further notice to Developer. In such event Developer shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Developer to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Developer. Developer shall file a valid notice of cessation or notice of completion upon cessation of construction of the Improvements for a continuous period of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or liens against the Property or the Improvements. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property and the Improvements.

ARTICLE IV

CITY FINANCIAL ASSISTANCE

4.1 Loan. Using the PLHA Grant funds, the City shall provide a loan to Developer in the amount of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000) (the “Loan”) upon the terms and conditions and for the purposes set forth in this Agreement. The Loan shall be evidenced by a promissory note (the “Note”) secured by the Deed of Trust executed by Developer as Trustor and recorded against the Property subordinate only to such liens as City shall approve in writing. The outstanding principal balance of the Note will accrue two percent (2%) simple annual interest commencing upon the date of disbursement.

Provided that Developer has complied with all conditions precedent to disbursement of the Loan set forth in Section 4.5, the proceeds of the Loan (“Loan Proceeds”) shall be disbursed in accordance with Section 4.4 hereof. The Parties agree that City shall disburse Loan Proceeds only for the purposes set forth in Section 4.4.

4.2 Payment Dates; Maturity Date. All payments on the loan shall be made in accordance with the terms of the Note, and shall be due on the Maturity Date as defined in the Note.

4.3 Security. As security for repayment of the Note, Developer shall execute the Deed of Trust pursuant to which City shall be provided a lien against the Property and the Improvements.

The Deed of Trust shall be recorded in the Official Records on the date of closing on the Loan.

The Deed of Trust may be subordinated only to such liens and subject only to such title exceptions as City may approve in writing. The City acknowledges that Developer’s construction and permanent lender(s) may require the subordination of the Deed of Trust and the City shall subordinate the Deed of Trust to deeds of trust or other security instruments approved by the City.

4.4 Use and Disbursement of Proceeds. The Loan Proceeds shall be used solely to fund acquisition of the Property and/or construction of the Project, and closing, escrow and other costs approved by the City.

4.5 Conditions to Disbursement of Loan Proceeds. City’s obligation to fund the Loan and disburse the proceeds thereof is conditioned upon the satisfaction of all of the following conditions:
(a) Developer’s delivery to City of each of the following: (i) certificate of good standing, certified by the Secretary of State indicating that Developer is properly organized, in good standing, and authorized to do business in the State of California, and (ii) a certified resolution indicating that Developer has authorized this transaction and that the persons executing this Agreement, the Regulatory Agreement, and the City Documents on Developer’s behalf have been duly authorized to do so.
(b) Developer’s delivery to the City of evidence of insurance coverage in accordance with the requirements set forth in Section 11.2.
(c) Developer’s delivery of the Regulatory Agreement and each of the City Documents, each fully-executed and acknowledged as applicable. (d) Recordation of the Regulatory Agreement and the Deed of Trust, in the Official Records.
(e) The issuance by an insurer satisfactory to City of an A.L.T.A. lender’s policy of title insurance (“Title Policy”) for the benefit of City in the amount of the Loan, insuring that the lien of the Deed of Trust is subject only to such defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may approve in writing and containing such endorsements as City may reasonably require, with the cost of the Title Policy to be paid by Developer.
(f) The City’s receipt of a written requisition for disbursement of funds from Developer specifying the amount and use of the requested funds, accompanied by the title company’s estimated settlement statement showing the acquisition price, closing costs and all other amounts due in escrow for Developer’s acquisition of the Property.

4.6 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authorize the disbursement of any portion of the Loan Proceeds following:
(i) the failure of any of Developer’s representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the conditions to disbursement of the Loan set forth in Section 4.5 have not been satisfied within the time frame set forth in Section 3.1, unless an extension of such date is approved by City in writing; or
(iv) the occurrence of an Event of Default under this Agreement, the Regulatory Agreement or any of the City Documents which remains uncured beyond any applicable cure period.

4.7 Prepayment; Acceleration.
(a) Prepayment. Developer shall have the right to prepay the Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Developer’s obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement.
(b) Due On Sale or Encumbrance. Unless City agrees otherwise in writing, such agreement not to be unreasonably withheld, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the Transfer (as defined in Section 7.2) absent the prior written consent of City of all or any part of or interest in the Property except for a Transfer permitted under Section 7.3 of this Agreement or as otherwise permitted pursuant to this Agreement.

4.8 Nonrecourse. Except as expressly provided in this Section 4.8, Developer and its partners shall have no personal liability for payment of the principal of, or interest on the Note, and the sole recourse of City with respect to the payment of the principal of, and interest on the Note shall be to the Property and the Improvements and any other collateral held by City as security for the Note; provided however, nothing contained in the foregoing limitation of liability shall: (i) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the City thereunder; (ii) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; or (iii) be deemed in any way to limit the rights of the City to obtain specific performance by the Developer of its covenants under the City Documents, other than the covenants to pay the City principal and interest due under the Note.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note; nothing contained herein is intended to relieve the Developer of its obligation to indemnify the City under this Agreement, or liability for: (i) fraud or willful misrepresentation by the Developer; (ii) the failure to pay taxes, assessments or other charges which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Developer other than in accordance with the Deed of Trust; and/or (iv) the misappropriation of any proceeds by the Developer under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Development

4.9 PLHA Grant Matters. In addition to all of its other commitments in the City Documents, and whether or not Developer directly signs the PLHA Grant, Developer:
(a) shall comply with all applicable obligations in the PLHA Grant; (c) shall timely provide the City with all documents and information (to the extent in the possession of or reasonably obtainable by Developer) to permit the City to comply with the applicable City’s obligations under the PLHA Grant;
(d) agrees that a Developer default under the PLHA Grant is an event of default under this Agreement; and
(e) acknowledges that the City is executing the PLHA Grant and entering into the City Loan Documents in reliance on Developer’s commitments in this Section 4.9, and would not do so in the absence of this Section 4.9.

ARTICLE V

INTENTIONALLY OMITTED

ARTICLE VI

USE OF THE PROPERTY

6.1 Use; Affordable Housing. Developer covenants and agrees for itself and its successors and assigns that the Property shall be used for the development and operation of the Project in accordance with the terms and conditions of this Agreement and the Regulatory Agreement.

6.2 Maintenance. Developer shall at its own expense, maintain the Property, the Improvements and related landscaping and common areas in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations. Without limiting the foregoing, Developer agrees to maintain the Project and the Property (including without limitation, the residential units, common areas, landscaping, driveways, parking areas and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Project. Developer shall prevent and/or rectify any physical deterioration of the Property and the Project and shall make all repairs, renewals and replacements necessary to keep the Property and the Improvements in good condition and repair.

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

Developer shall have the right to apply for all applicable tax exemptions, including, without limitation, the welfare exemption from property tax for low-income housing.

6.4 Obligation to Refrain from Discrimination. Developer shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Developer covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Developer shall include such provision in all deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same diligently and in good faith.

ARTICLE VII

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT

AND CONTROL OF DEVELOPER

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

7.2 Prohibition on Transfer. Prior to the expiration of the term of the Regulatory Agreement, Developer shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any part of the Property, the Project, the Improvements, or this Agreement, without the prior written approval of City and HCD. Any such attempt to assign this Agreement without the City and HCD’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee.

In addition to the foregoing, prior to the expiration of the term of the Regulatory Agreement, except as expressly permitted by this Agreement, Developer shall not undergo any significant change of ownership without the prior written approval of City and HCD. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than forty-nine percent (49%) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner(s), nor the transfer by the investor limited partner(s) to subsequent limited partner(s) shall be restricted by this provision.

7.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of utility easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual units to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or the Property subject to the requirements of Article VIII, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) a Transfer to entity which is under the direct control or under common control with either People’s Self-Help Housing Corporation, a California nonprofit public benefit corporation, or San Luis Obispo Nonprofit Housing Corporation, a California nonprofit public benefit corporation (each individually and/or collectively, a “Controlled Affiliate”); (vi) any permitted transfer or assignment of Developer’s leasehold interest in the Property or any portion thereof under the Ground Lease for the Property; and (vii) a Permitted Refinancing. Notwithstanding the foregoing or anything to the contrary in this Agreement, the removal and replacement of Developer’s general partner in accordance with the terms of the Developer’s partnership agreement shall not be prohibited or require the City’s consent and shall not constitute a default under any of the Loan Documents or accelerate the maturity of the Loan. Notwithstanding any provision of this Section 7.3, no permitted transaction under this Section 7.3 will alter any obligation under the Regulatory Agreement.

7.4 Requirements for Proposed Transfers. The City may, after receipt of approval by HCD, such approval not to be unreasonably withheld, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement, the Property or portion thereof if all of the following requirements are met (provided however, the requirements of this Section 7.4 shall not apply to permitted Transfers described in Section 7.3 or the last sentence of Section 7.2) (“Permitted Transfers”):
(i) The proposed transferee demonstrates to the City and HCD’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City and HCD to competently complete construction of the Project and to otherwise fulfill the obligations undertaken by the Developer under this Agreement. (ii) The Developer and the proposed transferee shall submit for City and HCD review and approval all instruments and other legal documents proposed to effect any Transfer of this Agreement, the Property or interest therein together with such documentation of the proposed transferee’s qualifications and development capacity as the City and HCD may reasonably request. (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement, the Regulatory Agreement, the City Documents arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Developer’s obligations pursuant to any conditions of approval of the City and all other conditions, and restrictions set forth in this Agreement and the Regulatory Agreement.
(iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City and HCD in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City Manager unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. If the City rejects a proposed Transfer, the City, as applicable, shall provide the reasons for such rejection in writing within thirty (30) days following receipt of written request by Developer, and representatives of the City shall meet with Developer and the proposed transferee to discuss in good faith the reasons for the rejection and Developer’s and transferee’s responses thereto.

7.5 Effect of Transfer without City Consent. In the absence of specific written agreement by the City, no Transfer by Developer (excluding Permitted Transfers) shall be deemed to relieve the Developer or any other party from any obligation under this Agreement or the Regulatory Agreement.

7.6 Recovery of City Costs. Developer shall reimburse City for all costs, including but not limited to attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to affect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten days following City’s delivery to Developer of an invoice detailing such costs. This Section 7.6 shall not apply to Transfers described in Section 7.3.

ARTICLE VIII

SECURITY FINANCING AND RIGHTS OF MORTGAGEES

8.1 Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property only for the purpose of securing loans approved by City for the purpose of financing the acquisition of the Property, the design and construction of the Improvements, other expenditures reasonably necessary for development of the Property pursuant to this Agreement, and the rehabilitation and/or refinancing of the Project. Developer shall not enter into any conveyance for such financing without the prior written approval of the City Manager or his or her designee. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development. Notwithstanding the foregoing, Borrower may refinance that certain senior loan made by JPMorgan Chase Bank, N.A. to Borrower on or about the date hereof (the “Senior Indebtedness”) without the prior consent of the City (the “Refinanced Indebtedness”), and the City hereby agrees to subordinate the Loan and all documents securing or evidencing the Loan, including, but not limited to, this Agreement, the Deed of Trust, the Note, the Regulatory Agreement, to the Refinanced Indebtedness and the lien of any deed of trust or mortgage securing the Refinanced Indebtedness, provided that the principal balance of the Refinanced Indebtedness does not exceed the then outstanding principal balance of the Senior Indebtedness plus the costs of refinancing the Senior Indebtedness (a “Permitted Refinancing”).

8.1.1 Regulatory Agreement to be Subordinate to Mortgages. City agree that if required by construction and/or permanent lenders, this Agreement, the Deed of Trust, and the Regulatory Agreement may be subordinated to deeds of trust or other security instruments approved by the City and HCD pursuant to a written instrument including without limitation, the provisions set forth in Section 8.4 below.

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

8.3 Notice of Default and Right to Cure. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property and to the Borrower’s limited partner provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach.

8.4 City Right to Cure Defaults. In the event of a breach or default by Developer under a mortgage or deed of trust secured by the Property, City may (but has no obligation to) cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City shall be entitled to reimbursement from Developer for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the Deed of Trust.

8.5 Holder to be Notified. Developer, for itself, its successors and assigns hereby warrants and agrees that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged by the holder prior to its creating any security right or interest in the Property.

8.6 Modifications to Agreement. Neither City nor HCD shall unreasonably withhold their consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City’s substantive rights and obligations under this Agreement.

8.7 Estoppel Certificates. Any Party shall, at any time, and from time to time, within thirty (30) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

ARTICLE IX

ENVIRONMENTAL MATTERS

9.1 No City Liability; Developer’s Covenants. City shall not be responsible for the cost of any soil, groundwater or other environmental remediation or other response activities for any Hazardous Materials, if any, existing or occurring on the Property or any portion thereof, and Developer shall be solely responsible for all actions and costs associated with any such activities required by any regulatory agency with jurisdiction over the Property and/or required for the development of the Project, the Property, or any portion thereof. Upon receipt of any notice regarding the presence, release or discharge of Hazardous Materials in, on or under the Property, or any portion thereof, Developer (as long as Developer owns the property which is the subject of such notice) agrees to timely initiate and diligently pursue and complete all appropriate response, remediation and removal actions for the presence, release or discharge of such Hazardous Materials within such deadlines as specified by applicable Environmental Laws. Developer hereby covenants and agrees that:
(1) Developer shall not knowingly permit the Project or the Property or any portion of either to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence or release of Hazardous Materials in, on, under, about or from the Project or the Property with the exception of any previously disclosed existing conditions on the Property and cleaning supplies and other materials customarily used in construction, rehabilitation, use or maintenance of residential property and used, stored and disposed of in compliance with Hazardous Materials Laws, and (2) Developer shall keep and maintain the Project and the Property and each portion thereof in compliance with, and shall not cause or permit the Project or the Property or any portion of either to be in violation of, any Hazardous Materials Laws.

9.2 Environmental Indemnification. Developer shall indemnify, defend (with counsel approved by City) and hold the City and its employees (the “Indemnitees”) harmless from and against any and all claims including without limitation any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials and administrative, enforcement or judicial proceedings resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal or the alleged presence, release, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property, or (ii) the failure of Developer, Developer’s employees, agents, contractors, subcontractors, or any person acting on behalf of any of the foregoing to comply with Hazardous Materials Laws or the covenants set forth in Section 9.1. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. Developer’s indemnification obligation under this Section 9.2 shall not apply to acts described in clause (i) above caused by the gross negligence or willful misconduct of an Indemnitee.

9.2.1 No Limitation. Developer hereby acknowledges and agrees that Developer’s duties, obligations and liabilities under this Agreement, including, without limitation, under Section 9.2 above, are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Materials, whether the City obtained such information from the Developer or from its own investigations. It is further agreed that City do not and shall not waive any rights against Developer that they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

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

9.4 Environmental Laws. As used herein, the term “Environmental Laws” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as each of the foregoing now exist or are hereafter amended, together with any regulations promulgated thereunder.

ARTICLE X

DEFAULTS, REMEDIES AND TERMINATION

10.1 Event of Developer Default. The following events shall constitute an event of default on the part of Developer (“Event of Developer Default”):
(a) Developer fails to commence construction within 60 days of closing on the Loan, or Developer fails to complete construction of the Project within 36 months of closing on the Loan, or subject to force majeure, abandons or suspends construction of the Project prior to completion for a period of sixty (60) days or more;
(b) Developer fails to pay when due the principal and interest (if any) payable under the Note and such failure continues for thirty (30) days after City notifies Developer thereof in writing;
(c) A Transfer (excluding a Permitted Transfer) occurs, either voluntarily or involuntarily, in violation of Article VII;
(d) Developer fails to maintain insurance on the Property and the Project as required pursuant to this Agreement, and Developer fails to cure such default within ten (10) days; (e) Subject to Developer’s right to contest the following charges pursuant to Section 6.3, if Developer fails to pay prior to delinquency taxes or assessments due on the Property or the Project or fails to pay when due any other charge that may result in a lien on the Property or the Project, and Developer fails to cure such default within 30 days of date of delinquency, but in all events upon the imposition of any such tax or other lien; (f) A default is declared in writing under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;
(g) Any representation or warranty contained in this Agreement or in any financial statement, certificate or report submitted to the City in connection with this Agreement or Developer’s request for the Loan proves to have been false in any material and adverse respect when made and continues to be materially adverse to the City; (h) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Developer (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Developer in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Developer; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; (i) A court of competent jurisdiction shall have made or entered any decree or order (1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Developer or seeking any arrangement for Developer under bankruptcy law or any other applicable debtor’s relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Developer;
(j) Developer shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution;
(k) The Developer shall have voluntarily suspended its business or Developer shall have been dissolved or terminated;
(l) An event of default arises under this Agreement, the Regulatory Agreement, or any City Document and remains uncured beyond any applicable cure period; or (m) Developer defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 10.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Developer; provided however, if the default is of a nature that it cannot be cured within 30 days, a Developer Event of Default shall not arise hereunder if Developer commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion and in no event later than ninety (90) days after receipt of notice of the default or such longer period as the City may allow.

Developer’s limited partners (the “Limited Partners”) shall have the right to cure any default of Developer hereunder and any of the Loan Documents upon the same terms and conditions afforded to Developer. Provided that City has been given written notice of the address for delivery of notices to the Limited Partners, City shall provide any notice of default hereunder to the Limited Partners concurrently with the provision of such notice to Developer, and as to the Limited Partners, the cure periods specified herein shall commence upon the date of delivery of such notice in accordance with Section 12.3.

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

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

10.4 City’s Remedies and Rights Upon an Event of Developer Default. Upon the occurrence of an Event of Developer Default and the expiration of any applicable cure period, City shall have all remedies available to them under law or equity, including, but not limited to the following, City may, at its election, without notice to or demand upon Developer, except for notices or demands required by law or expressly required pursuant to this Agreement, the Regulatory Agreement, or the City Documents, exercise one or more of the following remedies:
(a) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable;
(b) Seek specific performance to enforce the terms of the Regulatory Agreement; (c) Foreclose on the Property pursuant to the Deed of Trust; (d) Pursue any and all other remedies available under law to enforce the terms of the this Agreement, the Regulatory Agreement, and the City Documents and City’s rights thereunder.

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

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

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

ARTICLE XI
INDEMNITY AND INSURANCE.

11.1 Indemnity. Developer shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against any and all claims, including without limitation, claims arising directly or indirectly, in whole or in part, as a result of or in connection with Developer’s or Developer’s contractors, subcontractors, agents or employees development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or otherwise arising out of or in connection with Developer’s performance under this Agreement. Developer’s indemnification obligations under this Section 11.1 shall not extend to claims resulting from the gross negligence or willful misconduct of Indemnitees. It is further agreed that City do not and shall not waive any rights against Developer that they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement.

11.2 Liability and Workers Compensation Insurance.
(a) Developer and all contractors working on behalf of Developer on the Project shall maintain a commercial general liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit, Four Million Dollars ($4,000,000) annual aggregate, or such other policy limit as City may require in their reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds.
(b) Developer and all contractors working on behalf of Developer shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), combined single limit including coverage for owned and non-owned vehicles and shall furnish or cause to be furnished to City evidence satisfactory to City that Developer and any contractor with whom Developer has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law. Automobile liability policies shall name the Indemnitees as additional insureds. (c) Upon commencement of construction and continuing until issuance of a Certificate of Occupancy, Developer and all contractors working on behalf of Developer shall maintain a policy of builder’s all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as a loss payee. (d) Developer shall maintain property insurance covering all risks of loss (other than earthquake), including flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as a loss payee. (e) Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M.

Best’s rating of no less than A-VIII. The Commercial General Liability and comprehensive automobile policies required hereunder shall name the Indemnitees as additional insureds.

Builder’s Risk and property insurance shall name City as a loss payee. (f) Prior to closing of the Loan, Developer shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non-renewal. (g) If any insurance policy or coverage required hereunder is canceled or reduced, Developer shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Developer’s expense, and Developer shall promptly reimburse City for such expense upon receipt of billing from City. (h) Coverage provided by Developer shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City.

Developer shall furnish the required certificates and endorsements to City prior to the commencement of construction of the Project, and shall provide City with certified copies of the required insurance policies upon request of City.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1 No Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder’s fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement.

12.2 Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, performance by any Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Parties, acts or failures to act of any other public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City), or any other cause beyond the affected Party’s reasonable control. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Parties within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Parties within ten (10) days of receipt of the notice. None of the Parties shall unreasonably withhold consent to an extension of time pursuant to this Section.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Developer and City (acting in the discretion of its City Manager unless he or she determine in his or her discretion to refer such matter to the City Council). City and Developer acknowledge that adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the work of Improvements shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

12.3 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service;
City: City of Grover Beach
154 South Eighth Street
Grover Beach, California 93433
Attention: ______________________
Developer: Cleaver & Clark Commons, L.P.
c/o People’s Self-Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
Attention: CEO and President
With a copy to Developer’s
Limited Partner: RSEP Holding, LLC
90 Park Avenue, 28th Floor
New York, NY 10016

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

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

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

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

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

12.9 Entire Agreement. This Agreement, including any exhibits listed below, which are attached hereto and incorporated herein by this reference, together with the Regulatory Agreement, and the other City Documents contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof.

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

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

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

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

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

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

12.16 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Luis Obispo County, California or in the Federal District Court for the Northern District of California.

12.17 Financial and Governmental Capacities. Developer agrees that the capacity of the City in this Agreement, the Regulatory Agreement, and the other City Documents shall be only as a lender (“Financial Capacity”), and that nothing herein or therein shall waive, supersede, condition, limit, modify or affect the City’s rights to take (or not take) any action in a governmental capacity, including without limitation enacting laws, inspecting structures, reviewing and issuing permits, and all other legislative, administrative, or enforcement functions pursuant to federal,state or local law (“Governmental Capacity”). In addition, nothing in this Agreement, the Regulatory Agreement, and the other City Documents shall supersede or waive any discretionary or regulatory approvals required to be obtained from the City under applicable law. [Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first written above.

CITY:

CITY OF GROVER BEACH,
a California municipal corporation
By:

Name:

Its:

DEVELOPER:

EXHIBIT A

LEGAL DESCRIPTION
[To be inserted here]
826.061/573159

SECURED PROMISSORY NOTE
(PLHA Loan)
$4,750,000 Grover Beach, California
December ___, 2023
FOR VALUE RECEIVED, CLEAVER & CLARK COMMONS, L.P., a California limited partnership (“Borrower”), promises to pay to the CITY OF GROVER BEACH, a California municipal corporation (“City”), in lawful money of the United States of America, the principal sum of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000) so much thereof as may be advanced by City pursuant to the Loan Agreement referred to below, together with interest on the outstanding principal balance in accordance with the terms and conditions described herein. Interest shall accrue on the outstanding principal balance at a rate equal to two percent (2%) simple interest per annum, commencing upon the date of disbursement thereof. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed.

This Secured Promissory Note (this “Note”) has been executed and delivered pursuant to and in accordance with a Loan Agreement executed by and between Borrower and City, dated of or about even date herewith (the “Loan Agreement”), and is subject to the terms and conditions of the Loan Agreement, which is by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

This Note is secured by a Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (“Deed of Trust”) dated as of the date hereof, executed by Borrower for the benefit of City and encumbering the property described therein. City shall be entitled to the benefits of the security provided by the Deed of Trust and shall have the right to enforce the covenants and agreements contained herein, in the Regulatory Agreement, and the Loan Agreement. The Regulatory Agreement shall remain effective for the full term thereof and shall survive the repayment of this Note.

1. PAYMENTS.

1.1 PAYMENT DATES; MATURITY DATE. All payments on this Note shall be deferred until the Maturity Date. The entire outstanding principal balance of this Note, together with interest accrued thereon and any other sums accrued hereunder shall be payable in full on the fifty-fifth (55th) anniversary of the date upon which the Senior Indebtedness (as such term is defined in the Loan Agreement) converts from the construction to permanent phase (“Maturity Date”).

1.2 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the Transfer (as defined in Section 7.2 of the Loan Agreement) absent City consent, of all or any part of the Project or the Property or any interest therein other than a Transfer permitted without City consent pursuant to the Loan Agreement. Without limiting the generality of the foregoing, this Note shall not be assumable without City’s prior written consent, which consent may be granted or denied in City’s sole discretion; provided however, this Note may be assumed in connection with a permitted transfer as described in Section 7.3 of the Loan Agreement. 826.061/573159

1.3 PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal.

1.4 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to City at 154 South Eighth Street, Grover Beach, CA 93433 or such other place as City shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by City in writing.

2. DEFAULTS AND REMEDIES.

2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):
(A) Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for thirty (30) days after City notifies Borrower thereof in writing, provided no notice shall be required for any payment otherwise due on final maturity of this Note.
(B) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.
(C) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower or any general partner thereof in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof or substantially all of such entity’s assets, (iii) orders the liquidation of Borrower or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 90 days after its issuance.
(D) The occurrence of a Transfer in violation of Article VII of the Loan Agreement. (E) A default is declared under any debt instrument secured by a mortgage or deed of trust on the Project or the Property and remains uncured beyond any applicable cure period such that the holder of such instrument has the right to accelerate payment thereunder. (F) Borrower fails to maintain insurance on the Property and the Project as required pursuant to the City Documents and Borrower fails to cure such default within 20 days. (G) Subject to Borrower’s right to contest the following charges pursuant to the City Documents, if Borrower fails to pay taxes or assessments due on the Property or the Project or 826.061/573159
fails to pay any other charge that may result in a lien on the Property or the Project, and Borrower fails to cure such default within 10 days.
(H) If any representation or warranty contained in any City Document, or any certificate furnished in connection therewith, or in connection with any request for disbursement of the proceeds of the Loan (the “Loan Proceeds”) proves to have been false or misleading in any material adverse respect when made and continues to be materially adverse to the City.
(I) An Event of Default shall have been declared under the Regulatory Agreement or any City Document, and remains uncured beyond the expiration of any applicable cure period.

2.2 REMEDIES. Upon the occurrence of an Event of Default hereunder, City may, at its option (i) by written notice to Borrower, declare the entire unpaid principal balance of this Note, together with all accrued interest thereon and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii) exercise any and all rights and remedies available to it under applicable law, and (iii) exercise any and all rights and remedies available to City under this Note and the other City Documents, including without limitation the right to pursue foreclosure under the Deed of Trust. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of City including, without limitation, reasonable attorneys’ fees, incurred in connection with City’s enforcement of this Note and the exercise of any or all of its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust. The rights and remedies of City under this Note shall be cumulative and not alternative.

2.3 DEFAULT RATE. Upon the occurrence of an Event of Default, interest shall automatically be increased without notice to the rate of ten percent (10%) per annum (the “Default Rate”); provided however, if any payment due hereunder is not paid when due, the Default Rate shall apply commencing upon the due date for such payment. When Borrower is no longer in default, the Default Rate shall no longer apply, and the interest rate shall once again be the rate specified in the first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent City from exercising any of its other rights or remedies.

3. MISCELLANEOUS

3.1 WAIVERS; BORROWER’S WAIVERS. No waiver by City of any right or remedy under this Note shall be effective unless in a writing signed by City. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by City will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver that may be given by City will be applicable except in the specific instance for which it is given. No notice to or demand on Borrower will be deemed to be a waiver of any obligation of Borrower or of the right of City to take further action without notice or demand as provided in this Note.

To the maximum extent permitted by applicable law Borrower hereby waives presentment, demand, protest, notices of dishonor and of protest and all defenses and pleas on 826.061/573159
the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice.

3.2 NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with Section 12.3 of the Loan Agreement.

3.3 SEVERABILITY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Any legal action filed in connection with this Note shall be filed in the Superior Court of San Luis Obispo County, California, or in the Federal District Court for the Northern District of California.

3.5 PARTIES IN INTEREST. This Note shall bind Borrower and its successors and assigns and shall accrue to the benefit of City and its successors and assigns.

3.6 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation.

3.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and City under this Note is solely that of borrower and lender, and the loan evidenced by this Note and secured by the Deed of Trust will in no manner make City the partner or joint venturer of Borrower.

3.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note.

3.9 NONRECOURSE. Except as expressly provided in this Section 3.9, neither Borrower nor its partners shall have personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Project, the Property and any other collateral held by City as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall: (i) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the City thereunder; (ii) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; or (iii) be deemed in any way to limit the rights of the City to obtain specific performance by the Borrower of its covenants under the City Documents, other than the covenants to pay the City principal and interest due under the Note.

The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note; nothing contained herein is intended to relieve the Borrower of its obligation to indemnify the City under this Agreement, or liability for: (i) fraud or willful misrepresentation by the Borrower; (ii) the failure to pay taxes, assessments or other charges which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Borrower other than in accordance with the Deed of Trust; 826.061/573159
and/or (iv) the misappropriation of any proceeds by the Borrower under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Development [Signature Page Follows]
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IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date first written above.

BORROWER:

City of Grover Beach
154 South Eighth Street
Grover Beach, CA 93433

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use.

AFFORDABLE HOUSING REGULATORY AGREEMENT
(PLHA Loan)
This Affordable Housing Regulatory Agreement (this “Agreement”) is made as of December 1, 2023, by and between the CITY OF GROVER BEACH, a California municipal corporation (“City”), and CLEAVER & CLARK COMMONS, L.P., a California limited partnership (“Developer”). The HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO, a public body, corporate and politic (“HASLO”) joins in this Agreement for the limited purpose of authorizing recordation against the fee interest in the Land (as such term is defined herein).

RECITALS
A. HASLO owns a Fee interest in the land described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”). Pursuant to the Terms of a Ground Lease (as such term is defined at Section A hereto), Developer owns a leasehold interest in the Land. Trustor intends to construct a 53-unit multifamily residential development on the Land and related improvements (the “Project”).

B. This Agreement is the “Regulatory Agreement” and one of the “City Documents” as described in that certain Loan Agreement, dated of or about even date herewith between the City and Developer (“Loan Agreement”), which provides for a Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000) loan from the City to the Developer (“City Loan”).

This Agreement is, in part, to comply with the City’s obligations to the California Department of Housing and Community Development (“HCD”) under the PLHA Grant (as defined in the Loan Agreement).

C. As required by the PLHA Grant, as further consideration for the City Loan, and to further the interests of City, HASLO and Developer have agreed to enter into and record this Agreement. The purpose of this Agreement is to regulate and restrict the occupancy, rents, operation, ownership, and management of the Land and the Project for affordable housing and related uses. The covenants in this Agreement are intended to run with the Land and be binding on HASLO and Developer and their successors and assigns, notwithstanding payoff of the Loan.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer and City hereby agree as follow:
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A. Definitions.

The following terms have the meanings and content set forth in this section wherever used in this Agreement or attached exhibits.
“Affordable Rent” means the total charges for rent and utilities to each Qualifying Household as allowed based on household size, income level and unit size pursuant to HCD’s rules, regulations, and published annual income limits. “Area Median Income” or “AMI” means the area median income as determined for the City of Grover Beach periodically by HCD and adjusted for household size. In the event that such income determinations are no longer published by HCD, or are not updated for a period of at least eighteen (18) months, City shall provide Developer with other income determinations which are reasonably similar with respect to method of calculation to these previously published by HCD. “City Documents” is defined in Recital C.
“City Loan” is defined in Recital C.
“County” is the County of San Luis Obispo, California.
“Developer” means Cleaver & Clark Commons, L.P., a California limited partnership, and its officers, officials, directors, employees, agents and authorized representatives. “Ground Lease” means that certain Ground Lease between the Housing Authority of San Luis Obispo (“Landlord”) and Developer (as Lessee), dated substantially concurrently herewith, a memorandum of which will be recorded in the Official Records of the County. “HASLO” means the Housing Authority of The City of San Luis Obispo, a public body, corporate and politic
“HCD” means the California Department of Housing and Community Development. “Land” is defined in Recital A.
“Loan Agreement” is defined in Recital C.
“PLHA Grant” is defined in Recital C.
“Project” is defined in Recital B.
“Qualifying Household” has the meaning set forth in Section C. 1, below. ,. “Restricted Units” is defined in Section C.1.
“TCAC” means the California Tax Credit Allocation Committee. “Term” means the term of this Agreement described herein. 826.061/573157
“Unit” means any one of the residential units in the Project.

B. DEVELOPER’S OBLIGATIONS.

1. Compliance with Loan Agreement and PLHA Grant. Developer’s actions with respect to the Land shall at all times be in full conformity with all of the requirements of the Loan Agreement and PLHA Grant, including but not limited to the insurance requirements contained therein.

2. Use For Affordable Housing. Developer agrees, at all times during the Term of this Agreement, to rent the units in accordance with the Restricted Units definition at Section C.1 hereto.

3. Term of Agreement. This Agreement shall commence upon completion of the construction of the Project, as evidenced by issuance of a final certificate of occupancy for the Project (the “Completion Date”), and shall remain in full force and effect for fifty-five (55) years from the date on which the Senior Indebtedness (as such term is defined in the Loan Agreement) converts from the construction to permanent phase, or such other time as may be required to comply with the PLHA Grant, whichever is less.

C. OCCUPANCY AND RENTS.

1. Occupancy of Units. During the term of this Agreement, twenty-six (26) units (the “Restricted Units”) shall be rented to households whose annual income does not exceed sixtypercent (60%) of the Area Median Income (“Qualifying Households”).

2. Tenant Selection. Developer shall adopt written tenant selection policies for the Restricted Units that: (i) are reasonably related to program eligibility and the applicant’s ability to perform the obligations of the applicable lease; (ii) are consistent with the purpose of providing housing for Qualifying Households; and (iii) give prompt written notification to any rejected applicant of the grounds for rejection.

3. Nondiscrimination. Developer shall not discriminate or segregate in the use, enjoyment, occupancy, conveyance, lease, sublease, or rental of any units in the Project on the basis of race, color, ancestry, national origin, religion, sex, sexual preference, age, marital status, family status, source of income, physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions (ARC), or any other arbitrary basis. Developer shall include a statement in all advertisements, notices and signs for the availability of Units for rent to the effect that Developer is an Equal Housing Opportunity Provider.

4. Income Certification and Increases In Tenant Income. Developer shall certify the incomes of all prospective tenants in the Restricted Units prior to their initial occupancy of a Unit and shall recertify their incomes annually. If upon recertification, a tenant’s income exceeds the maximum designated for Qualifying Households, Developer may increase the rent for such tenants to no more than 30% of the tenant’s income and the tenant may be permitted to continue to occupy a Unit in the Project. Developer shall provide City an annual report on the income recertification evidencing that Project occupants meet the requirements of Qualifying Households. 826.061/573157

5. Rental Charges. Total charges for rent, utilities and related services for each Unit in the Project shall not exceed the Affordable Rent for that Unit. If upon recertification, a tenant’s income exceeds the Qualifying Household limit for the applicable Unit type, Developer may increase the rent for such tenants to no more than 30% of the Tenant’s monthly income less utility and other mandatory charges.

6. Conflicts With Other Regulatory Requirements. If any other regulatory agreement executed by Developer enforces the requirements of any loan program or low income housing tax credits as a means of providing financing or equity for the Land or Project are more restrictive than the rent and income restrictions contained in this Agreement, compliance with the rent and income restrictions of any such regulatory agreements shall be deemed compliance with this Agreement.

7. Loss of Operating Subsidy. In the event the operating subsidies (the “Operating Subsidy”) provided to the Project are not renewed and/or are terminated or reduced, and the Developer, after diligent effort, has been unable to obtain a substitute subsidy in a comparable amount, the rent restrictions for any rent-restricted units losing such Operating Subsidy shall be increased to the extent reasonably necessary to make the Project financially feasible, not to exceed 30% of 60% of Area Median Income, and the maximum incomes for residents of such units shall be increased to the extent reasonably necessary to make the Project financially feasible, not to exceed 60% of Area Median Income, subject to the written consent of HCD. The City shall meet and confer in good faith with the owner of the Property regarding such proposed change in maximum rents and incomes, and the parties shall execute and record such changes to this Agreement as may be necessary to implement such changes.

D. PROPERTY MANAGEMENT.

1. Management Responsibilities. Developer is responsible for all management functions with respect to the Project, including without limitation the selection of tenants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. City shall have no responsibility over management of the Land or the Project.

2. Review of Management Policies. Developer shall submit its written management policies with respect to the Project and Program to City for its review, and shall amend such policies in any way necessary to insure that such policies comply with the provisions of this Agreement and the requirements of all parties providing financing for the Land and/or the Project.

3. Inspection and Records. Developer shall maintain records that clearly document Developer’s performance of its obligations to operate the Project under the terms of this Agreement. Developer shall submit any records to City within ten (10) business days of City’s request. Developer shall permit City to enter and inspect the Project for compliance with obligations under this Agreement upon seventy-two (72) hours advance notice of such visit by City to Developer or Developer’s management agent and to tenants of any Units.

4. Annual Report. Developer shall submit to City each year, on or prior to the date such report is required to be submitted to TCAC, a report for the preceding calendar year showing the necessary information to allow City to determine Developer’s compliance with this Agreement, and within thirty (30) days after receipt of a written request, any other information or completed 826.061/573157
forms requested by City in order to comply with City reporting requirements.

E. GENERAL PROVISIONS.

1. Default and Remedies. In the event of any Developer breach of any agreement or obligation under this Agreement, City shall provide written notice to Developer and Developer’s limited partner(s) of such breach. Developer shall have an opportunity to cure the breach within thirty (30) days from Developer’s receipt of such written notice or such longer period of time as City determines is necessary to cure the breach if Developer diligently undertakes to cure. If Developer fails to perform a timely cure, City may proceed with any remedy provided under the City Documents (subject to any subordination agreement) allowed by law to enforce the terms and conditions of this Agreement. A cure by any other Project lender or Developer’s limited partner(s) shall be accepted or rejected on the same basis as if made or tendered by Developer.

2. Binding Upon Successors. All provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors-in-interest, transferee, and assigns of Developer and City, and shall run with the land for the full term of this Agreement, regardless of any subordination, cancellation, surrender, amendment or modification of the Ground Lease, assignment or any conveyance or transfer of the Land or Project or portion thereof, or any payment, prepayment, modification or expiration of any other City Documents.

3. Non-Liability of Officials, Employees and Agents. No officers, directors, employees and agents of City shall be personally liable to Developer for any obligation created under the terms of this Agreement.

4. Indemnity. Developer shall indemnify and hold City free and harmless against any losses, damages, liabilities, claims, demands, judgments, actions, court costs, and legal or other expenses (including reasonable attorneys’ fees) which City may incur as a direct or indirect consequence of Developer’s failure to perform any obligations as and when required by this Agreement. This indemnity obligation shall not extend to any claim arising solely from the gross negligence or willful acts of City, its agents, and its employees. Developer’s duty to indemnify City shall survive the term of this Agreement. Notwithstanding the foregoing or anything else to the contrary contained herein, no foreclosing lender or its successors and/or assigns shall be responsible or liable for any indemnity obligations that accrue hereunder prior to the completion of foreclosure (or acceptance of a deed in lieu thereof).

5. Primacy of PLHA Grant. This Agreement is subject to all applicable requirements of the PLHA Grant. In the event that any provisions of this Agreement and PLHA Grant conflict, the terms of the PLHA Grant shall control.

6. Governing Law. This Agreement shall be interpreted under and be governed by the laws of the State of California applicable to contracts executed and wholly performed in that State, except for those provisions preempted by federal law.

7. Agreement Controls. Notwithstanding any provisions of the Loan Agreement, in the event that any provisions of this Agreement and Loan Agreement conflict, the terms of this Agreement shall control.

8. Consents and Approvals. Any consent or approval of City required under this 826.061/573157
Agreement shall not be unreasonably withheld. Any approval must be in writing and executed by an authorized representative of City.

9. Notices, Demands and Communication. Formal notices, demands and communications between Developer and City shall be sufficiently given and shall not be deemed given unless dispatched by (i) delivered personally or by courier, (ii) sent by overnight express delivery, or (iii) mailed by registered or certified mail (return receipt requested), postage prepaid, to the principal offices of Developer and City as follows:

City: City of Grover Beach
154 South Eighth Street
Grover Beach, California 93433
Attention: ______________________
Developer: Cleaver & Clark Commons, L.P.
c/o People’s Self-Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
Attention: CEO and President
With a copy to Developer’s
Limited Partner: RSEP Holdings, LLC
90 Park Avenue, 28th Floor
New York, NY 10016
HASLO: Housing Authority of the City of San Luis Obispo 1150 Laurel Lane, Suite 190
San Luis Obispo, CA 93401
Attention: Director of Housing Management

10. Relationship of Parties. The relationship of Developer and City during the term of this Agreement is solely that of borrower and lender and shall not be construed as a joint venture, equity venture, or partnership.

11. Waiver. Any waiver by City of any obligation in this Agreement must be in writing. No waiver will be implied from any delay or failure by City to take action on any breach or default of Developer or to pursue any remedy allowed under this Agreement, the Loan Agreement or applicable law. Any extension of time granted to Developer to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by City to any act or omission by Developer shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for City’s written consent to future waivers.

12. Amendments and Modifications. Any amendments or modifications to this Agreement must be in writing, and shall be made only if executed by both Developer and City.

13. Severability. Every provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any 826.061/573157
way be affected or impaired.
[Signature Pages Follow]
826.061/573157
IN WITNESS WHEREOF, City and Developer have caused this Regulatory Agreement to be executed by their duly authorized representatives.

CITY:

CITY OF GROVER BEACH,
a California municipal corporation
By:

Name:

Its:

DEVELOPER:

HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO,
a public body, corporate and politic
By: __________________________
Michelle Pedigo,
Interim Director of Housing Management
826.061/573157
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.

State of California )
County of __________________)
On_____________ before me, __________________, Notary Public, personally appeared, ______, who proved to me 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_____________________________
826.061/573157
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.

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.

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_____________________________
826.061/573157

EXHIBIT A

LEGAL DESCRIPTION
Real property in the City of Grover Beach, County of San Luis Obispo, State of California, described as follows:

PARCEL A OF PARCEL MAP NO. G-72-199, IN THE CITY OF GROVER BEACH, COUNTY

DESCRIPTION IS PURSUANT TO THAT NOTICE OF MERGER RECORDED SEPTEMBER 12, 2023 AS INSTRUMENT NO. 2023-26868 OF OFFICIAL RECORDS”.

APN: 060-242-057, 060-242-044 AND 060-242-045
1 Subordination Agreement
Cleaver & Clark Commons
4867-3933-0193, v. 2
RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:

KMO Partners, LLP
3777 Long Beach Blvd., Suite 280
Long Beach, CA 90807
Attention: Caroline Woolsey
THIS SPACE FOR RECORDER’S USE ONLY

SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE

PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER INSTRUMENT.

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) dated as of [December 1, 2023], is made by and between the CITY OF GROVER BEACH, a municipal corporation (“City”), the SAN LUIS OBISPO COUNTY HOUSING TRUST FUND, a California nonprofit public benefit corporation (the “Housing Trust Fund”) and the HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO, a public body, corporate and politic (“HASLO” and, together with the City and the Housing Trust Fund, collectively, the “Junior Lender”) and JPMORGAN CHASE BANK, N.A., a national banking association (“Chase” or “Senior Lender”) and acknowledged by CLEAVER & CLARK COMMONS, L.P., a California limited partnership (“Borrower”). The date of this Agreement as set forth above is for reference purposes only, and this Agreement will not be effective and binding until the Closing Date (as defined in the Construction and Permanent Loan Agreement of even date herewith between Chase and Borrower). The parties to this Agreement are referred to as the “Parties.” Chase and Junior Lender are referred to as the “Lenders.”

RECITALS
A. Borrower has executed or is about to execute a Construction and Permanent Leasehold Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (the “Chase Deed of Trust”) for the benefit of Chase, to secure a promissory note the maximum principal amount of $[29,433,846] (“Senior Loan”). The Chase Deed of Trust encumbers, among other things, the real property more particularly described in Exhibit A attached to this Agreement (the “Land”) and is to be recorded concurrently herewith in the Official Records of San Luis Obispo County, California (“Official Records”).

The Land, together with all improvements now or hereafter located on the Land and all fixtures and personal property located on the Land and encumbered by any of the Recorded Items (as defined below) are referred to, collectively, as the “Property.” In connection with the Chase Deed of Trust, Chase shall record a UCC1 Financing Statement reflecting Borrower as debtor and Chase as secured party (the “UCC-1 Financing Statement”), which UCC-1 Financing Statement shall be recorded concurrently herewith.

B. In connection with the development of the Property, the City has:
a. Entered into a Disposition and Development Agreement with Borrower and HASLO dated as of March 16, 2022 and recorded in the Official Records on March 17, 2022 as Document No. 2022012077 (the “DDA”) pursuant to which the City agreed to transfer title to a portion of the Property by grant deed to the Housing Authority of the City of San Luis Obispo for 2 Subordination Agreement
Cleaver & Clark Commons
4867-3933-0193, v. 2
the purpose of development of the Project. In connection with the DDA, Borrower, HASLO and City entered into a Regulatory Agreement and Declaration of Restrictive Covenants (Cleaver Property Affordable Housing Project) dated as of July 26, 2022 and recorded in the Official Records on September 27, 2022 as Document No. 2022038152 (the “DDA Regulatory Agreement” and, together with the DDA, the “DDA Documents”). b. Entered into a Density Bonus Regulatory Agreement and Declaration of Restrictive Covenants (Cleaver & Clark Commons Project) by and among the City, HASLO and Borrower (the “Density Bonus Agreement”) dated as of [December ___, 2023] and recorded in the Official Records on [_________, 2023] as Document No. [_____________]. c. Agreed to make a loan to Borrower in the maximum principal amount of $4,750,000 (the “City PLHA Loan”) pursuant to that certain Loan Agreement (“City PLHA Loan Agreement”) from funds received from a Permanent Loan Housing Allocation grant (“PHLA Grant” from the California Department of Housing and Community Development, evidenced by that certain Secured Promissory Note (PLHA Loan) (“City PLHA Promissory Note”) and secured by that certain Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (PLHA Loan) dated as of [December _____] to be recorded in the Official Records substantially concurrently herewith (“City PLHA Deed of Trust”). In connection with the City PLHA Loan, City and Borrower also executed that certain Affordable Housing Regulatory Agreement (PLHA Loan) (“City PLHA Regulatory Agreement,” and together with the City PLHA Loan Agreement, PHLA Grant, City PLHA Promissory Note, City PLHA Deed of Trust, and any other documents executed in connection with the City PLHA Loan, the “City PLHA Loan Documents”) dated as of [December ___, 2023] to be recorded substantially concurrently herewith. d. Entered into a Deferred Development Impact Fee Agreement with Borrower (the “Deferred Impact Fee Agreement”) to be recorded in the Official Records substantially concurrently herewith.

C. The Housing Trust Fund is making a loan to Borrower in the maximum principal amount of $1,100,000 (the “HTF Loan”) pursuant to that certain Development Loan Agreement dated as of [December ___, 2023] by and between Borrower and the Housing Trust Fund (“HTF Loan Agreement”), evidenced by Promissory Note Secured by Deed of Trust dated as of [December ____, 2023] (“HTF Promissory Note”) and secured by that certain Leasehold Deed of Trust with Assignment of Rents executed by Borrower for the benefit of the Housing Trust Fund dated as of [December __, 2023] to be recorded in the Official Records substantially concurrently herewith (“HTF Deed of Trust”). In connection with the HTF Loan, the Housing Trust Fund and Borrower also executed that certain Affordable Housing Regulatory Agreement (“HTF Regulatory Agreement,” and together with the HTF Loan Agreement, HTF Promissory Note, HTF Deed of Trust, and any other documents executed in connection with the HTF Loan, the “HTF Loan Documents”) dated as of [December ___, 2023] to be recorded substantially concurrently herewith.

D. HASLO is making a loan to Borrower in the maximum principal amount of $1,618,000 (the “HASLO PFL Loan”) pursuant to that certain Loan Agreement (HASLO Loan) dated as of [December _____, 2023] by and between Borrower and HASLO (“HASLO PFL Loan Agreement”), evidenced by that certain Promissory Note (HASLO Loan) dated as of [December _____, 2023] (“HASLO PFL Promissory Note”) and secured by that certain Leasehold Deed of Trust and Assignment of Rents (HASLO Loan) executed by Borrower for the benefit of HASLO dated as of December ____, 2023] to be recorded in the Official Records substantially concurrently herewith (“HASLO PFL Deed of Trust”). In connection with the HASLO PFL Loan, HASLO and Borrower also executed that certain Below Market Rate Rental Housing Regulatory Agreement and Declaration of Restrictive Covenants (HASLO Loan) (“HASLO PFL Regulatory 3 Subordination Agreement
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Agreement,” and together with the HASLO PFL Loan Agreement, HASLO PFL Promissory Note, HASLO PFL Deed of Trust, and any other documents executed in connection with the HASLO PFL Loan, the “HASLO PFL Loan Documents”) dated as of [December ____, 2023] to be recorded substantially concurrently herewith
E. The City PLHA Deed of Trust, HTF Deed of Trust and HASLO PFL Deed of Trust are collectively referred to herein as the “Junior Deed of Trust.” The City PLHA Promissory Note, HTF Promissory Note and HASLO PFL Promissory Note are collectively referred to herein as the “Junior Note.” The HTF Regulatory Agreement, the City PHLA Regulatory Agreement, the HASLO PFL Regulatory Agreement and the Deferred Impact Fee Agreement are collectively referred to herein as the “Junior Restrictions.” The Junior Deed of Trust, Junior Note and the Junior Restriction are collectively referred to herein as the “Junior Loan Documents.” The DDA, the DDA Regulatory Agreement and Density Bonus Agreement are collectively referred to herein as the “Senior Restrictions.” F. It is the intent of the Parties that the order of priority of the documents to be recorded (collectively, the “Recorded Items”) as liens on or charges against the Property be as follows:

1. DDA Regulatory Agreement

2. DDA

3. Density Bonus Agreement

4. Chase Deed of Trust

5. UCC-1 Financing Statement

6. HTF Regulatory Agreement

7. HTF Deed of Trust

8. City PHLA Regulatory Agreement

9. City PHLA Deed of Trust

10. HASLO PFL Regulatory Agreement

11. HASLO PFL Deed of Trust

12. Deferred Impact Fee Agreement
G. It is a condition precedent to the respective obligations of each Party under the Recorded Items to which it is a party that such Recorded Item unconditionally be and remain at all times a lien or charge on the Property, having priority with respect to the other Recorded Items in the order set forth above, and that each Party specifically and unconditionally subordinate the lien or charge of each of the Recorded Items to which it is a party as necessary in order that the Recorded Items have the relative priority set forth above.

In consideration of the mutual benefits accruing to the Parties and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce each Party to enter the Recorded Items to which it is a party, the Parties agree as follows:

AGREEMENT

1. Priority and Subordination.
(a) Each Recorded Item, and any and all renewals and extensions thereof, shall unconditionally be and remain at all times a lien or charge on the Property, having the relative priority with respect to the other Recorded Items as set forth above. Each Party intentionally and unconditionally waives, relinquishes and subordinates the lien or charge of the Recorded Items to which it is a party in favor of the lien or charge upon the Property of the other Recorded Items to the extent necessary so that the Recorded Items shall have the relative priority set forth above. 4 Subordination Agreement
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(b) Each Party acknowledges that it has been offered a satisfactory opportunity to review each of the Recorded Items and related documents to the extent that it wishes to review them. (c) Each Party will enter into a subordination agreement substantially similar to this Agreement with any lender which refinances the loan secured by the Chase Deed of Trust or the loan secured by the HTF Deed of Trust.
(d) Each Party acknowledges that its payment interests pursuant to the Recorded Items and any related documents shall have the relative priority with respect to payment interests pursuant to the other Recorded Items as set forth above. In addition, Junior Lender agrees that repayment of the indebtedness secured by the Junior Deed of Trust is and shall be subordinated to repayment in full of the indebtedness secured by the Chase Deed of Trust; provided, however, that Junior Lender may accept regularly scheduled payments due under the Junior Loan Documents so long as no default has occurred and is continuing under Chase’s Loan Documents. Junior Lender agrees that from and after such time as it has received from either Chase or Borrower written notice that a default then exists under the Chase Loan Documents (as defined hereinbelow) (which has not been expressly waived in writing by Chase) or otherwise has actual knowledge of such a default, Junior Lender shall not receive or accept any payments under the Junior Loan Documents. If (i) Junior Lender receives any payment, property, or asset of any kind or in any form on account of the Junior Loan Documents after a default under the Chase Loan Documents of which Junior Lender has actual knowledge or has been given notice of, or (ii) Junior Lender receives, voluntarily or involuntarily, by operation of law or otherwise, any payment, property, or asset in or in connection with any bankruptcy proceeding, such payment, property, or asset will be received and held in trust for Chase. Junior Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets to Chase. Chase shall apply any payment, asset, or property so received from Chase to the outstanding indebtedness under the Chase Loan in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Chase shall determine in its sole and absolute discretion.
(e) Without the prior written consent of Chase, Junior Lender shall not pursue any remedy including, without limitation, the acceleration and/or demand of all or any part of the obligations secured by the Junior Deed of Trust, any foreclosure proceeding, exercise of power of sale, exercise of any rights as a secured party under the Uniform Commercial Code, any other public or private sale, acceptance of a tender of title to all or any portion of the Property in full or partial satisfaction of the Junior Deed of Trust, obtaining of a receiver, obtaining of a restraining order, protective order or injunction, seeking of default interest, taking possession or control of all or any portion of the Property, applying any funds pledged to Junior Lender or to any other obligation, exercising of any right of setoff against Borrower, initiating or voluntarily participating in any action or proceeding against Borrower or any of Borrower’s assets, to enforce collection or payment of all or any portion of the obligations to Junior Lender or to enforce rights against all or any portion of the Property. Notwithstanding the foregoing, the Parties acknowledge and agree that this Section 1(e) shall not prohibit the Junior Lender from bringing a suit for specific performance, injunctive relief, or other action against Borrower to enforce the affordability restrictions set forth in Junior Restrictions or Senior Restrictions.
(f) Chase shall have all approval, consent and oversight rights in connection with any insurance claims relating to the Property, any decisions regarding the use of insurance proceeds after a casualty loss or condemnation awards, the hiring or firing of property managers, or otherwise related in any way to the Property, and Junior Lender shall have no right to object to any such action or approval taken by Chase and shall consent thereto and be bound thereby. 5 Subordination Agreement
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2. Reliance. The Parties would not enter into the Recorded Items to which they are parties without this Agreement.

3. Recording. Each Party consents to the recording of each of the Recorded Items and this Agreement.

4. No Obligation. No Lender is under any obligation to any other Lender to, nor has any Lender represented that it will, see to the application of any proceeds of any loan secured by any of the Recorded Items except as may otherwise be set forth in a written agreement (other than this Agreement) executed by the Lender sought to be charged with such an obligation.

5. Notice of Default; Opportunity to Cure.
(a) Each Party shall give each of the other Parties notice of default under each Recorded Item in favor of such Party prior to enforcing remedies for such default against Borrower or the Property and each of the other Parties shall have the right to cure such default at any time that Borrower would have a right to cure it.
(b) If, prior to a foreclosure sale under a Recorded Item, a Lender or an entity wholly owned by a Lender takes title to the Property and cures the default on that Recorded Item, the beneficiary of that Recorded Item will not exercise any right it may have to accelerate the indebtedness secured by that Recorded Item solely by reason of that transfer (or will accept reinstatement if acceleration has already occurred).
(c) In the event a Lender acquires title to the Property, that Lender shall succeed to Borrower's obligations under the Senior Restrictions and have the right to assume and succeed to Borrower’s obligations under that Recorded Item and the documents secured by that Recorded Item, under the terms and conditions existing prior to the default, upon compliance with the reasonable requirements of the Lender which is the beneficiary of that Recorded Item as to assumptions.

6. Actions by Chase; Certain Waivers. Chase, without the consent of or notice to any other Lender, may enter into amendments of the Chase Deed of Trust and the documents and obligations secured thereby (collectively, the “Chase Loan Documents”) in any manner, may release any or all persons or entities liable for any obligation secured by the Chase Loan Documents, and may release any or all security for the obligations secured by the Chase Loan Documents, all without affecting the subordination under this Agreement, provided that the consent of the Junior Lender shall be required for any amendments or modifications of the Chase Loan Documents which (i) increase the amount of the Loan (other than permitted protective advances), (ii) increase the interest rate (except as set forth in the Chase Loan Documents), or (ii) decrease the term of the Loan, which consent shall not be unreasonably withheld, delayed or conditioned. Any Lender may release any or all persons or entities liable for any obligation secured by the deed of trust in its favor and the documents secured thereby (collectively, with respect to each respective Lender, that Lender’s “Loan Documents”), without the consent of or notice to any other Lender, all without affecting the subordination under this Agreement. Each Party waives any right to require marshaling of assets or to require a Lender to proceed against or exhaust any specific security for the obligations secured by any of the Loan Documents, and waives any and all defenses arising out of the loss or impairment of any right of subrogation to the lien of any of the Loan Documents

7. TCAC Regulatory Agreement. The Parties acknowledge that Borrower will be required to enter into a regulatory agreement (the “TCAC Regulatory Agreement”) with the California Tax Credit Allocation Committee (“TCAC”), which TCAC Regulatory Agreement will be on TCAC’s standard form. If requested to do so, each Lender will consent to, and subordinate the lien or charge of the Recorded Items 6 Subordination Agreement
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in its favor to the TCAC Regulatory Agreement, on the condition that the TCAC Regulatory Agreement includes provisions for termination thereof not later than three (3) years after foreclosure (or deed in lieu of foreclosure) with respect to any Recorded Item which encumbers the Property, and it otherwise reasonably acceptable to each Lender.

8. Conflicts Between Junior Restrictions. It is the intention of the Parties that Borrower shall comply with the affordable housing covenants and agreements which impose the greatest restriction on the Property to the extent such covenants and agreements remain an encumbrance on the Property.

Therefore, if there is a conflict now or in the future between any of the Junior Restrictions, Senior Restrictions or any other regulatory agreement or affordable housing covenant or agreement binding on the Property, the more restrictive provisions in such agreements shall be followed by Borrower and Borrower shall not be in default of its obligations under such covenants and agreements if Borrower follows the more restrictive covenants or agreements.

9. DDA Estoppel Provisions.
(a) To City’s knowledge, the DDA Documents are in full force and effect. (b) To City’s knowledge, no default, or any event or conditions which with the passage of time or the giving of notice, or both, would constitute a default on the part of City or Borrower or HASLO exists under the DDA Documents.
(c) To City’s knowledge, City, Borrower and HASLO have satisfied all obligations in the performance of the terms, covenants and conditions of the DDA Documents required to be performed or satisfied on the part of City, Borrower or HASLO as of the closing of the transactions contemplated in this Agreement.
(d) To City’s knowledge, City has received no written notice of any prior assignment or pledge of Borrower’s interest under the DDA Documents with respect to the Property. City has not assigned or pledged its interest under the DDA to any other party. (e) City hereby acknowledges and agrees that only the reversionary rights included in the DDA Documents are terminated and of no force and effect by their terms as of the date of this Agreement.

10. Miscellaneous.
(a) Transfers. Notwithstanding any transfer restrictions in the Junior Loan Documents or Senior Restrictions, the parties hereto hereby agree that (1) a transfer resulting from a foreclosure, deed in lieu of foreclosure, the exercise of a power of sale contained within the Chase Deed of Trust, or similar proceeding, and the subsequent sale following such action (collectively, a “Foreclosure Event”), shall not require any Junior Lender’s consent; (2) no Junior Lender shall withhold, condition or delay its consent to any refinancing of the Senior Loan so long as the proceeds of such refinance are used only to repay the Senior Loan and associated fees, closing costs and fees of the refinance loan, and there is no additional or substitute real property for the refinance loan; and (4) no Junior Lender shall unreasonably withhold, condition or delay its consent to a resyndication or securitization of the Senior Loan. (b) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the priority of the lien and charge of the Recorded Items against the Property and all prior understandings and agreements on that subject, if any, are superseded and replaced by this Agreement.
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(c) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state where the Land is located. (d) Successors; Assignment. This Agreement is for the benefit of the Lenders and their respective successors and assigns, and any provision hereof may be waived or modified by agreement of Lenders without the consent of Borrower, and without affecting the priority of the liens and charges of the Recorded Items as provided in this Agreement. The heirs, administrators, assigns and successors-ininterest of the Parties shall be bound by this Agreement. This Agreement may be assigned by a Party only as a part of an assignment of such Party’s interest in the Property. (e) Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when hand-delivered, or two business days after deposit in the U.S. mail, postage prepaid, to the Parties at the addresses set forth below, or to such other place as a Party may from time to time designate for itself by notice to the other Parties. No successor or assign of a Party shall be entitled to notices or opportunity to cure defaults hereunder unless notice of the transfer is given in accordance with this subsection.
(f) Amendment. This Agreement may be amended only by a writing signed by the Parties, but this clause shall not impair the validity of any further agreements among fewer than all of the Parties as among themselves.
(g) Legal Costs. In the event of any litigation, arbitration or other legal proceeding in which any Party seeks to enforce its rights under this Agreement or to recover damages for the breach thereof, the prevailing Party or Parties shall be entitled to recover its legal costs and expenses, including but not limited to attorneys’ fees, from the non-prevailing Party or Parties, whether such costs and expenses are incurred in connection with trial court proceedings, on appeal, in bankruptcy or other insolvency proceedings, in post-judgment collection proceedings, or otherwise. (h) Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and whether or not all Parties execute each counterpart.
(i) Completion of Recording Information. If this Agreement is signed without completion of certain recording information called for above, any Party or any escrow agent or title insurance company acting on the instructions of any Party is hereby authorized to insert such information prior to recording this Agreement.
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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE PROPERTY

BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

BORROWER:

CLEAVER & CLARK COMMONS, L.P.,
a California limited partnership
By: Cleaver & Clark Commons LLC,
a California limited liability company,
its managing general partner
By: People’s Self-Help Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager
By: ________________________
Kenneth Trigueiro
Chief Executive Officer and President
By: San Luis Obispo Nonprofit Housing Corporation,
a California nonprofit public benefit corporation,
its administrative general partner
By: __________________
Ken Litzinger
Chief Financial Officer
Address:

Cleaver & Clark Commons, L.P.
c/o People’s Self-Help Housing Corporation
1060 Kendall Road
San Luis Obispo, CA 93401
San Luis Obispo Nonprofit Housing Corporation
487 Leff Street
San Luis Obispo, CA 93401
with copies to:

Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
RSEP Holding, LLC
c/o Red Stone Equity Partners, LLC
90 Park Avenue, 28th Floor
New York, NY 10016
Attn: General Counsel
Bocarsly Emden Cowan Esmail & Arndt LLP
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633 W. Fifth Street, Suite 5880
Los Angeles, CA 90071
Attn: Kyle B. Arndt
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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE PROPERTY

BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

CHASE:

JPMORGAN CHASE BANK, N.A.
a national banking association
By: _____________________________
Name: Rosalind L. Ross
Title: Authorized Officer
Address:

JPMorgan Chase Bank, N.A.

Community Development Banking
4250 Executive Square, Suite 825
La Jolla, CA 92037
Attention: Rosalind Ross
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NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE PROPERTY

BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OR CHARGE OF SOME OTHER OR LATER INSTRUMENT.

JUNIOR LENDER:

CITY OF GROVER BEACH
By: ______________________________________
Name: Matthew Bronson
Title: City Manager
APPROVED AS TO FORM:
_________________________
Name: David P. Hale
Title: City Attorney
Address:

City of Grover Beach
154 S. Eight Street
Grover Beach, CA 93433
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SAN LUIS OBISPO COUNTY HOUSING TRUST FUND,
a California nonprofit public benefit corporation
By: ______________________________________
Name: Kathy McClenathen
Title: Deputy Director
Address:

San Luis Obispo County Housing Trust Fund
71 Zaca Lane, Suite 130
San Luis Obispo, CA 93401
Attention: Deputy Director of Lending
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HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO,
a California nonprofit public benefit corporation
By: ______________________________________
Name: Michelle Pedigo
Title: Interim Director of Housing Management
Address:

Housing Authority of the City of San Luis Obispo
487 Leff Street
San Luis Obispo, CA 93401
Attention: Executive Director
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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

STATE OF )
)SS.:

COUNTY OF )
On __________________ before me, ________________________________(here insert name and title of 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.
_________________________________
Notary Public
Print Name: _______________________
My commission expires:
____________________
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EXHIBIT A

LEGAL DESCRIPTION
Real Property in the City of Grover Beach, County of San Luis Obispo, State of California, described as follows:

PARCEL A OF PARCEL MAP NO. G-72-199, IN THE CITY OF GROVER BEACH, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED JULY 25, 1972 IN BOOK 9 OF PARCEL MAPS, AT PAGE 19, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL 3 OF PARCEL MAP NO. G-71-183, IN THE CITY OF GROVER BEACH, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED SEPTEMBER 30, 1971 IN BOOK 6 OF PARCEL MAPS, AT PAGE 93, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND THAT PORTION OF THE BLOCK DESIGNATED AS "WASHINGTON PARK” ON THE MAP OF THE TOWN OF GROVER, IN THE CITY OF GROVER BEACH, AS SHOWN ON MAP RECORDED IN BOOK A, PAGE 6 OF MAPS, DESCRIBED AS FOLLOWS:

APN: 060-242-59
Agenda Item No. 8

CITY COUNCIL STAFF REPORT
TO: Honorable Mayor and City Council DATE: December 11, 2023 FROM: Matthew Bronson, City Manager
PREPARED BY: Deanne Purcell, Administrative Services Director SUBJECT: Proposition 218 Public Hearing and Adoption of Proposed Water and Wastewater Rate Structure

RECOMMENDATION
1) Conduct a Proposition 218 public hearing and determine the official number of written protests received on the proposed water and wastewater rate structure; and 2) if the number of valid protest letters are below 50% plus one of the number of property owners or customers authorized to submit protest, adopt the Resolution amending the Master Fee Schedule for water and wastewater rates effective February 1, 2024.

BACKGROUND
On September 5, 2023, staff and the utility rate study consultant Clayton Tuckfield with Tuckfield and Associates (Tuckfield) presented the results of a Utility Rate Study and preliminary findings and recommendations to the Council. The study included a Revenue Requirements Analysis; Cost of Service Analysis; and Rate Design to fund operating and capital costs needed for the Water and Wastewater Enterprise Funds over a five-year period through 2028. The desired outcome of this study was to ensure that the rates are sufficient to cover costs associated with ongoing maintenance and operations of the water and wastewater utilities, as well as anticipated capital improvement costs. The rates must also support debt service obligations and maintain reserves equal to at least six months of typical maintenance and operations expenditures in accordance with industry standards. Monthly rates charged to customers on a bi-monthly basis are the primary source of revenue to operate the City’s water and wastewater systems and this revenue does not fund City services or costs outside of the Water and Wastewater Funds.

Overview of Utility Rate Study
The Utility Rate Study indicated that current rates do not fully cover operating costs of the City’s water and wastewater systems over this five-year period and do not provide adequate funding for capital projects needed to improve the water ($26.1 million) and wastewater ($8.2 million) systems.

The capital projects for the water system include Central Coast Blue (CCB) which is a regional recycled water sustainability project under planning and development for several years that would create a new, high quality, and reliable water supply for residents and businesses in Arroyo Grande, Pismo Beach, and Grover Beach. As part of this project, the City is working with partner agencies to create a high-quality water source to supplement local supplies and provide sufficient water supplies even in times of water shortage or drought. The future water rates covered in the Utility Rate Study must provide funding for the City’s share of costs for constructing and operating the Central Coast Blue project pursuant to the project Cost Sharing Agreement approved by the Council on February 15, 2022.

Staff Report: Proposition 218 Hearing and Adoption of Water and Wastewater Rate Structure Page 2 December 11, 2023
Other water system capital projects include reservoir maintenance, water meter replacement program, and improvements to the 16th Street booster station. These water Capital Improvement Project (CIP) expenditures totaled approximately $26.1 million over the study period and are proposed to be financed with the annual water revenue, State and Federal grants, capital reserves and a proposed new debt issue in FY 2023-24.

CIP expenditures for sewer utilities include sewer line upgrades, improvements to the South Oak Park lift station and citywide sewer lining projects which totaled approximately $8.2 million over the study period and are planned to be funded through the annual sewer rate revenue, debt proceeds from a new debt issue in FY 2023-24, and Wastewater Fund reserves. The City is seeking to begin this work in early 2024 so the sewer line upgrades will be completed prior to repair of affected streets as part of the Measure K-14 street rehabilitation program. The City contracts with South San Luis Obispo County Sanitation District to provide wastewater treatment services for the City’s wastewater. Treatment charges were not studied and are currently a direct pass-thru from the District as these costs are billed to ratepayers with revenue remitted by the City to the District.

If the proposed rate structure is adopted, an initial 19.7% water revenue increase would be effective on February 1, 2024, and subsequent 19.7%, 19.7%, 19.7%, and 4% rate increases would be scheduled to go into effect on January 1 of the following four years (the initial rate increase for the first year will vary for customers based on usage tier). The average bi-monthly bill for residential water customers using 15 units per billing period is projected to increase from $94 to $120 ($26 increase bi-monthly or $13 per month) in the first year. For wastewater customers, the projected increase is from $26 to $31 ($5 increase bi-monthly or $2.50 per month) in the first year. The combined total increase is from $120 to $151 ($31 increase bi-monthly or $15.50 per month). This total does not include the bi-monthly South San Luis Obispo County Sanitation District charge of $50.98 where there is no change in these rates as they were not included in this study.

Proposition 218 Protest Process
Council directed staff to return to Council on September 25, 2023, for approval to implement the Proposition 218 noticing process for holding a public hearing on the proposed water and wastewater rate increases as part of a five-year rate structure. Staff returned to the Council on September 25 with the final Utility Rate Study report and the Council approved the Proposition 218 noticing process for holding a public hearing on November 13, 2023, on the proposed water and wastewater rate increases. The public hearing notice was issued on September 27, 2023; however, notices are required for both account holders and property owners of record under Proposition 218 and staff determined that some property owners were inadvertently not included with the noticing process. Staff returned to Council on October 23, 2023, and recommended that Council approve a new Proposition 218 noticing process for water and wastewater utility customers and property owners that receive water and/or wastewater services in compliance with the 45-day notification requirement and set a new public hearing date of December 11, 2023. This notice is shown in Attachment 2. The City conducted a public informational meeting about the proposed rate structure and Central Coast Blue on November 8 and posted extensive information about the rate structure, Central Coast Blue, and related information on the City’s website at https://www.grover.org/604/New-Water-and-WastewaterRate-Study-2023.

Pursuant to Proposition 218, any owner or customer of record that is required to pay the subject fees of a parcel subject to the proposed rates may submit a written protest against the proposed rate revisions. Attachment 2 includes a copy of the notice which informed the registered property Staff Report: Proposition 218 Hearing and Adoption of Water and Wastewater Rate Structure Page 3 December 11, 2023
owners along with customers about the proposed rate increases and the December 11th public hearing along with how to submit a protest. A total of 7,165 notices were mailed to property owners and account holders for a total number of 4,942 water utility accounts. A written protest must contain the street address or Assessor’s Parcel Number (APN) for the parcel(s) with respect to which the protest is made. The protest must also be signed by the registered owner or customer who pays the fees. Protests are required to be mailed or hand-delivered to the City’s offices.

To be valid, a signed written protest must be received by the City Clerk or submitted during the public protest hearing and represent an address with current water and wastewater service. Only one protest per address can be accepted and no protest will be accepted or valid if submitted after the close of the public protest hearing. At the end of the public hearing, the City Clerk will tally and report the qualifying written protests and the Council will then certify whether the written protests opposing the increases meet the 50% plus 1 threshold required to constitute a majority protest. If a majority protest does not exist, the Council may consider and adopt the Resolution shown in Attachment 1 to amend the Master Fee Schedule reflecting the updated water and wastewater rate structure.

Central Coast Blue Recycled Water Project
As noted earlier, CCB is a regional recycled water project that will utilize treated wastewater which is currently discharged to the ocean to increase groundwater supplies and secure a sustainable, drought-resistant local water supply (please see https://www.centralcoastblue.com for more information). CCB is intended to be a critical component of the future drinking water supply portfolio for the local cities and will help protect against the threat of seawater intrusion into their groundwater supplies and future droughts. The project will include construction of a new Advanced Water Purification Facility in Grover Beach to treat wastewater from the Pismo Beach wastewater treatment plant with state-of-the-art technology to purify the water before injecting it into the groundwater basin. The project is a multi-city collaboration between the cities of Grover Beach, Pismo Beach, and Arroyo Grande who formed a Joint Powers Authority in 2022 for this project. The Council approved the JPA Agreement enabling the City’s participation in the Authority on September 26, 2022.

The City’s allocated share of the CCB project cost is 36% including operating costs, financing and reserves as identified in the project Cost Sharing Agreement. The City’s cost share is tied to the City’s estimated water supply needs over the next 20 years in the City’s Urban Water Management Plan to provide sufficient water supply to current and future residents and businesses to withstand future drought conditions. The Five Cities area experiences frequent drought conditions and one year ago the City was contemplating the enactment of water use reductions of up to 50% until extensive rainfall occurred last winter. The estimated cost of the CCB project including design, construction, implementation, and project contingency is $93 million.

The project is expected to inject approximately 900-1,000 acre-feet of water into the groundwater basin with additional acre-feet of water able to be pumped given the seawater intrusion barrier. A future Phase II of the project may be implemented in the future if the three agencies wish to expand the project and produce additional water supply.

State and Federal grants are expected to be used for 50% of the total cost of the project with the remaining cost anticipated to be funded with low-interest Water Infrastructure Finance and Innovation Act (WIFIA) loans through the U.S. Environmental Protection Agency totaling $47 million. If half of the City’s costs are covered by grant funding as expected, the City’s share of project funding based on the 36% cost share will be $16.7 million, which will be funded with the WIFIA loan to be repaid by water rates. However, the Council has the legislative ability to enact a lower rate than the adopted rate structure on an annual basis based on future costs for Central Staff Report: Proposition 218 Hearing and Adoption of Water and Wastewater Rate Structure Page 4 December 11, 2023
Coast Blue and the level of grant funding received. The water rate structure does not assume the most recent Bureau of Reclamation Title XVI grant funding opportunity for the project which would provide approximately $10 million in project funding in addition to the nearly $40 million in grant funding already received for the project. The CCB project team submitted this grant application on December 6 with an expected award date of mid-2024. Attachment 3 includes a letter from Representative Carbajal demonstrating a strong level of support for this project with similar letters coming from Senators Butler and Padilla. If this additional grant was awarded, the City would review project financial needs and work with the rate consultant to update the current rate study with the grant award information and potentially lower future rates.

Lastly, staff would recommend that the Council direct staff to return to the Council annually each fall to review funding needs and revenues for the Water and Wastewater Funds and consider possible rate decreases below the adopted rate structure. This would be a prudent step to take given the extent of the proposed five-year rate structure and to review potential changes in project expenditures and revenues along with other changes in Water and Wastewater Fund activities that may impact future rates.

Addressing the Impacts of Rate Increases
In 2019, the Council enacted a Utility Assistance Program (UAP) to provide credits to lower income residents who participate in the PG&E or SoCal Gas CARES programs which are responsible for verifying income eligibility. The City annually allocates approximately $50,000 from the General Fund for this program which is typically expended each year. Grover Beach is one of only a few cities in the county that offer such a program and provides the highest level of credits to customers. The credits increase when rates increase, and the Council previously provided direction to staff to identify an increased amount of funding for this program as part of the midyear budget review in February 2024.

In recognition of concerns about the impact of the proposed rate increases, staff recommends the Council consider expanding the UAP to provide a credit to cover the water rate increases for all Tier 1 water users in the program through December 31, 2024, in addition to the current credit for fixed charges for water and wastewater costs. This additional Tier 1 credit would cost approximately $7,800 for each FY 2023-24 and FY 2024-25 for a total of $15,600 and this credit would expire after December 31, 2024. Currently there are 218 account holders enrolled in the program and implementing this recommended expansion would increase the General Fund contribution by $24,000 from $51,000 budgeted to approximately $75,000 in FY 2023-24. and will increase by an additional $30,700 from $52,300 budgeted to approximately $83,000 in FY 2024-

25. This number would increase if more customers enrolled in the program, so staff would recommend reviewing this cost in the future to determine if enrollment has changed and if additional budget adjustments are needed. Staff will also continue to work with individual customers on payment plans for utility bill payments if needed along with utilizing UAP funding from the General Fund budget.

FISCAL IMPACT
The recommended rate structure would result in additional Water Fund revenue of approximately $265,000 in FY 2023-24 and $1,149,000 in FY 2024-25 and additional Wastewater Fund revenue of approximately $62,000 in FY 2023-24 and $278,000 in FY 2024-25. Expansion of the Utility Assistance Program to provide a credit to cover water rate increases for Tier 1 water users in the UAP through December 31, 2024 would require an increased General Fund contribution of $24,000 in FY 2023-24 and an additional $30,700 in FY 2024-25.

Staff Report: Proposition 218 Hearing and Adoption of Water and Wastewater Rate Structure Page 5 December 11, 2023

ALTERNATIVES
The Council has the following alternatives to consider:

1. Conduct a Proposition 218 public hearing and determine the official number of written protests received on the proposed water and wastewater rate structure; and if the number of valid protest letters are below 50% plus one of the number of property owners or customers authorized to submit protest, adopt the Resolution amending the Master Fee Schedule for water and wastewater rates effective February 1, 2024.; or

2. Do not adopt the Resolution amending the Master Fee Schedule for water and wastewater rates; or

3. Provide alternate direction to staff.

PUBLIC NOTIFICATION
The agenda was posted in accordance with the Brown Act. A Proposition 218 Hearing Notice was mailed on October 25, 2023, to all utility customers and registered property owners that receive water and/or wastewater services. Information regarding the proposed rates and a link to the online copy of the Utility Rate Study, as well as other related information, was posted on the City website. A Public Hearing Notice was also published in New Times on November 30, 2023.

Attachments

1. Resolution amending the Master Fee Schedule

2. Proposition 218 public notice

3. Title XVI grant support letter from Representative Carbajal RESOLUTION NO. 23-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GROVER BEACH,

CALIFORNIA, AMENDING THE MASTER FEE SCHEDULE FOR WATER AND

WASTEWATER RATES
WHEREAS, the City Council of the City of Grover Beach has created a Master Fee Schedule by adopting Resolution No. 23-XX; and
WHEREAS, notice of the Public Hearing to consider proposed adjustments to the Master Fee Schedule for Water and Wastewater Rates was mailed at least 45 days prior to the scheduled Public Hearing as required by state law (Cal. Const. art. XIIID, §6); and WHEREAS, on December 11, 2023, the City Council conducted a Public Hearing, considered testimony, and at the conclusion of the protest hearing determined that the number of valid written protests received was less than 50% plus one of the total number of water and wastewater customers or property owners subject to the fee in the City and approved the recommendations in the Utility Rate Study regarding adjustments to the Water and Wastewater Rates.

NOW, THERFORE, THE CITY COUNCIL OF THE CITY OF GROVER BEACH, CALIFORNIA, DOES DELARE, DETERMINE, AND ORDER AS FOLLOWS:

THAT the Master Fee Schedule be amended as set forth in Exhibit “A” attached to this Resolution; and
THAT the fees listed in Exhibit “A” of this Resolution shall become effective as on the various dates as listed.

On motion by Council Member _____, seconded by Council Member ____, and on the following roll-call vote, to wit:

KAREN BRIGHT, MAYOR
Attest:

WENDI B. SIMS, CITY CLERK
Attachment 1
**DRAFT**
February 1, 2024 January 1, 2025 January 1, 2026 January 1, 2027 January 1, 2028 Water Rates (Monthly)
Residential Base Charges
5/8" - Meter $ 17.91 $ 21.44 $ 25.67 $ 30.73 $ 31.96
3/4" - Meter $ 17.91 $ 21.44 $ 25.67 $ 30.73 $ 31.96

1.0" - Meter $ 17.91 $ 21.44 $ 25.67 $ 30.73 $ 31.96

1.5" - Meter $ 59.70 $ 71.47 $ 85.55 $ 102.41 $ 106.51

2.0" - Meter $ 95.52 $ 114.34 $ 136.87 $ 163.84 $ 170.40

3.0" - Meter $ 191.04 $ 228.68 $ 273.73 $ 327.66 $ 340.77

4.0" - Meter $ 298.50 $ 357.31 $ 427.71 $ 511.97 $ 532.45 Residential Volume, in addition to Base Charge (per 100 Cubic Feet):
0-1,000 CF $ 4.20 $ 5.03 $ 6.03 $ 7.22 $ 7.51
1,000 to 2,200 CF $ 8.51 $ 10.19 $ 12.20 $ 14.61 $ 15.20 >2,200 CF $ 11.91 $ 14.26 $ 17.07 $ 20.44 $ 21.26
Non-Residential Base Charges
5/8" - Meter $ 17.91 $ 21.44 $ 25.67 $ 30.73 $ 31.96
3/4" - Meter $ 26.87 $ 32.17 $ 38.51 $ 46.10 $ 47.95

1.0" - Meter $ 29.85 $ 35.74 $ 42.79 $ 51.22 $ 53.27

1.5" - Meter $ 59.70 $ 71.47 $ 85.55 $ 102.41 $ 106.51

2.0" - Meter $ 95.52 $ 114.34 $ 136.87 $ 163.84 $ 170.40

3.0" - Meter $ 191.04 $ 228.68 $ 273.73 $ 327.66 $ 340.77

4.0" - Meter $ 298.50 $ 357.31 $ 427.71 $ 511.97 $ 532.45 Landscape Volume, in addition to Base Charge (per 100 Cubic Feet):

All Usage $ 9.11 $ 10.91 $ 13.06 $ 15.64 $ 16.27
All Other Volume, in addition to Base Charge (per 100 Cubic Feet):

All Usage $ 7.90 $ 9.46 $ 11.33 $ 13.57 $ 14.12

CITY OF GROVER BEACH

MASTER FEE SCHEDULE

ADMINISTRATIVE SERVICES DEPARTMENT
Description
Rates Effective
Revised 12/7/2023

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Grover Beach City CouncilDecember 11, 2023

Grover Beach City Council
December 11, 2023