Gustine City Council
November 19, 2024

AGENDA

CITY OF GUSTINE

CITY COUNCIL

COUNCIL CHAMBERS, CITY HALL
352 5 STREET GUSTINE, CALIFORNIA
NOVEMBER 19, 2024 - 6:30 P .M.

The Council Chambers are open and in-person attendance is encouraged.

As a convenience, the City will be retaining the virtual component of public meetings for optional attendance with the use of an online meeting room.

Log-in and dial-in information is as follows:
https://meet.goto.com/898144317
or via telephone by dialing (872) 240-3311, access code: 898-144-317 Feedback and noise will be muted by the meeting organizer.

Please note, in the event of a technical issue causing a disruption in the call-in option or internetbased option, the meeting will continue unless otherwise required by law, such as when a Council Member is attending the meeting virtually pursuant to certain provisions of the Brown Act.

CALL TO ORDER - PLEDGE OF ALLEGIANCE
Please take a moment to silence your cell phones.

ROLL CALL
Council Members: Giles - Marsigli - Bonta - Mayor Pro Tern Ford- Mayor Nagy

APPROVAL OF AGENDA
At this time, any member of the City Council or staff may advise of any updates to the order of, or changes to, the agenda as published.

Any requested changes or edits shall be offered in the form of a motion by any City Council member, requiring a second, and followed by a 3/5 vote of approval by the Council.

DECLARATIONS OF CONFLICT OF INTEREST
At this time, any member of the City Council may declare their conflict of interest or their abstention from any item listed on, or within, the agenda.

PRESENTATIONS

PUBLIC COMMENT
At this time, any person may comment on any item, which is not on the agenda. PLEASE ST A TE YOUR NAME FOR THE RECORD. Action will not be taken on the topic unless deemed an urgency matter by a 3/5 vote of the City Council. Topics not considered an urgency matter may be referred to City staff and/or placed on a subsequent agenda for consideration, by a 3/5 vote of the City Council.

Members of the public, who have questions or comments regarding a specific agenda item, may comment on that item before consideration of that item, when recognized by the Mayor.

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered routine and may be approved by one action of the City Council, unless any member of the City Council wishes to remove an item for separate consideration.

Are there any items on the consent calendar that any member of the public would like to comment on?
(continued)

1. Minutes of the November 5, 2024 Regular Meeting
Recommendation: Review and approve

2. Warrants
Recommendation: Review and ratify

3. Treasurer's Report - October 2024
Recommendation: Review and file

4. Approve Adoption and Waive Second Reading of an Ordinance Authorizing the Levy of Special Taxes in City of Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services) Recommendation: Approve adoption and waive second reading

5. Approve Resolution Accepting Bid and Awarding Contract for Tree Trimming Project Phase 2 and Authorizing City Manager to Execute Agreement Recommendation: Approve adoption and waive second reading

ADMINISTRATIVE AGENDA

6. Consider Resolutions Extending Terms for Development and Operating Agreements for both Tip Top Farms and Flavor Farms Cannabis Businesses I. Receive staff report

2. Receive Public Comment

3. Consider a motion to approve the resolution amending the existing Development Agreement between the City and Tip Top Farms, LLC to operate a commercial cannabis business at 377 4th Street

4. Consider a motion to approve the resolution amending the existing Operating Agreement between the City and Tip Top Farms, LLC to operate a commercial cannabis business at 377 4th Street

5. Consider a motion to approve the resolution amending the existing Development Agreement between the City and Flavor Farms, LLC to operate a commercial cannabis business at 355 4i Street

6. Consider a motion to approve the resolution amending the existing Operating Agreement between the City and Flavor Farms, LLC to operate a commercial cannabis business at 355 4th Street

7. Consider Resolution Accepting REAP 2.0 Sub-Allocation Grant Award and Increasing Appropriations in General Fund to Claim Funds

1. Receive staff report

2. Receive Public Comment

3. Consider a motion to approve a resolution accepting REAP 2.0 sub-allocation grant award, directing the City Manager to sign related agreements, and increasing appropriations limit in the general fund to f ul/y claim funds

8. Consider Resolution Awarding Contract for Schmidt Park Path Slurry Seal Project, Increasing the Appropriations Limit in the Measure V Alt Mode Fund, and Authorizing City Manager to Execute Agreement
I. Receive staff report

2. Receive Public Comment

3. Consider a motion to approve the resolution

CITY DEPARTMENT REPORTS

CITY MANAGER REPORT

CITY ATTORNEY REPORT

CITY COUNCIL REPORTS
(continued)
• •• • 0 •
. ,,

CLOSED SESSON PUBLIC COMMENT

CLOSED SESSION

ADJOURNMENT
Note:

I.

2. In compliance with the Americans with Disabilities Act, a disabled person requesting a disability-related modification or accommodation to participate in this meeting, must contact City Hall at (209) 854-6471 or /209) 854-2127 (fax). Requests must be made as early as possible, preferably one-full business day before the start of the meeting.

Any document provided to a majority of the City Council regarding any open session item on this agenda is available for public inspection during normal business hours at the front counter of City Ha/I located at 352 57 Street, Gustine, CA. Documents or writings received after the general distribution of the agenda are also available for inspection.

CERTIFICATION
I, Melanie Correa, Deputy City Clerk, do hereby declare under penalty of perjury that the foregoing agenda was posted �
at the Gustine City Hall, 352 5 Street, Gustine CA and made available for public review on this 15 day of November, LL4KN
.m.

Melanie Correa

MINUTES OF

REGULAR MEETING
November 5, 2024

CALL TO ORDER - PLEDGE OF ALLEGIANCE
Mayor Nagy called the meeting to order at 6:31 P.M. and conducted the pledge of allegiance.

ROLL CALL
Council Members: Giles - Marsigli - Mayor Pro Tern Ford - Mayor Nagy Staff present: City Manager Soknirorn Than, City Attorney Ann Siprelle, Finance Director Jenny Morrison, Economic & Community Development Director Jami Westervelt, Recreation Manager Tiffany Vitorino, Fire Chief Pat Borrelli, Acting Police Chief Francisco Martinez, Public Works Director Gary Ingram, and Administrative Services Director Melanie Correa
Council member Bonta was absent.

APPROVAL OF AGENDA
Council member Marsigli made a motion to approve the agenda.

The motion was seconded by Mayor Pro Tern Ford and carried 4-0, with Council member Bonta absent.

DECLARATIONS OF CONFLICT OF INTEREST
Mayor Nagy advised of his abstention from the October 15, 2024 minutes.

Council member Marsigli advised of her abstention from the October 23, 2024 minutes.

PRESENTATIONS

PUBLIC COMMENT
There was no public comment.

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered routine and may be approved by one action of the City Council, unless any member of the City Council wishes to remove an item for separate consideration.

Are there any items on the consent calendar that any member of the public would like to comment on?

1. Minutes of the October 15, 2024 Regular Meeting
Recommendation: Review and approve

2. Minutes of the October 23, 2024 Special Meeting
Recommendation: Review and approve

3. Warrants
Recommendation: Review and ratify

4. Approve Adoption and Waive Second Reading of an Ordinance Adding Article 4 to Chapter 2 of Title 3 of the Gustine Municipal Code Prohibiting Encampments on Public and Private Property
Recommendation: Approve adoption and waive second reading

Mayor Nagy introduced the consent calendar.

There was no public comment.

Mayor Pro Tern Ford made a motion to approve the consent calendar.

The motion was seconded by Council member Marsigli and carried 4-0, with Council member Bonta absent, Mayor Nagy abstaining from consent calendar item # 1 and Council member Marsigli abstaining from consent calendar item #2.

ADMINISTRATIVE AGENDA

5. PUBLIC HEARING: Landowner Election for City of Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services)

1. Receive Staff Report

2. Open the Public Hearing

3. Receive the public comment

4. Close the Public Hearing

5. Consider a motion to approve a resolution establishing City of Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services), and the boundaries thereof

6. Consider a motion to approve a resolution calling a Special Election and submitting to the voters City of Gustine Community Facilities District No. 2024-1 {Public Safety and Storm Water and Parks Maintenance Services), propositions regarding the annual levy of special taxes within the Community Facilities District to pay the costs of certain public services, and establishing an appropriations limit therefor

7. Conduct Landowner Election

8. Consider a motion to approve a resolution declaring the results of the Special Election within City of Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services)

9. Consider a motion to introduce and waive the first reading of an ordinance authorizing the levy of Special Taxes in Gustine Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services) Rich Wall, Associate, Best Best & Krieger, presented the staff report.

Mayor Nagy opened the public hearing at 6.36 P.M.

Craig Christenson, 657 West Avenue, inquired whether this is for the entire City, to which Mayor Nagy advised it is only for the Southeast Gustine annexation area currently.

Administrative Services Director Correa advised there are no written protests have been received.

Administrative Services Director Correa advised per the County of Merced Registrar Voters office, there are no registered voters within this territory.

Administrative Services Director Correa advised all owners of the taxable property in the Community Facilities District 2024-1 consented to holding the Special Election on November 5, 2024 immediately following the Public Hearing.

Administrative Services Director Correa concurred the Special Election may be held on November 5, 2024 immediately following the Public Hearing.

The public hearing was closed at 6:39 P.M.

Mr. Wall provided additional clarification on the calculation and methods of the proposed CFO.

Mayor Pro Tern Ford made a motion to approve resolution establishing City of Gustine Community Facilities District No. 2024-1 [Public Safety and Stormwater and Parks Maintenance Services), and the boundaries thereof.

The motion was seconded by Council member Marsigli and carried 4-0, with Council member Bonta absent.

Council member Giles made a motion to approve resolution calling a Special Election and submitting to the Voters City of Gustine Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services), propositions regarding the annual levy of special taxes within the Community Facilities District to pay the costs of certain public services, and establishing an appropriations limit therefor.

The motion was seconded by Mayor Pro T em Ford and carried 4-0, with Council member Bonta absent.

Council member Marsigli made a motion to approve resolution declaring the results of the Special Election within City of Gustine Community Facilities District 2024-1 (Public Safety and Storm Water and Parks Maintenance Services).

The motion was seconded by Council member Giles and carried 4-0, with Council member Bonta absent.

Council member Giles made a motion to introduce and waive the first reading of an ordinance authorizing the levy of Special Taxes in Gustine Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services).

The motion was seconded by Council member Marsigli and carried 4-0, with Council member Bonta absent.

6. PUBLIC HEARING: Consider Resolution Authorizing the Annexation of Territory in the Future to Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services)

1. Open the Public Hearing

2. Receive staff report

3. Receive the public comment

4. Close the Public Hearing

5. Consider a motion to approve a resolution acting as the legislative body of City of Gustine Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services), authorizing the annexation of territory in the future to such Community Facilities District
Mayor Nagy opened the public hearing at 6:53 P.M.

Mr. Wall presented the staff report.

Administrative Services Director Correa advised there are no written protests received.

The public hearing was closed at 6:57 P.M.

Mayor Pro Tem Ford made a motion to approve resolution acting as the legislative body of City of Gustine Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services), authorizing the annexation of territory in the future to such Community Facilities District.

The motion was seconded by Council member Marsigli and carried 4-0, with Council member Bonta absent.

7. Consider Resolutions Authorizing City Manager to Sign Agreements with San Joaquin River Exchange Contractors Water Authority for Grant Awards 1 . Receive staff report

2. Receive public comment

3. Consider a motion to approve a resolution authorizing City Manager to sign agreement with San Joaquin River Exchange Contractors Water Authority for an award of $95,000 for conversion of a retention basin into a recharge basin, accepting the award, agreeing to terms, and authorizing FY 2024/2025 budget appropriation in the water fund
Economic & Community Development Director Westervelt presented the staff report.

There was no public comment.

Council member Marsigli inquired water fund balance, to which City Manager Than advised the balance is $1.5M.

Council member Giles inquired whether Mosquito Abatement will be covered, in the basin project, to which City Manager Than advised Mosquito Abatement is handled by Merced County Mosquito Abatement who will be contacted for service should mosquitoes become an issue.

Council member Giles inquired whether the City will retain ownership of the basin property, to which City Manager Than affirmed.

Council member Giles inquired on maintenance and cleanup of the property, to which City Manager Than advised it would remain the City's responsibility.

Mayor Pro Tern Ford inquired whether this will provide credit for the City's SGMA Recharge, to which City Manager Than affirmed.

Council member Giles made a motion to approve resolution authorizing City Manager to sign agreement with San Joaquin River Exchange Contractors Water Authority for an award of $95,000 for conversion of a retention basin into a recharge basin, accepting the award, agreeing to terms, and authorizing FY 2024/2025 budget appropriation in the water fund.

The motion was seconded by Mayor Pro Tern Ford and carried 4-0, with Council member Bonta absent.

Council member Giles made a motion to approve resolution authorizing City Manager to sign agreement with San Joaquin River Exchange Contractors Water Authority for an award of $30,000 for pond aeration, accepting the award, agreeing to terms.

The motion was seconded by Mayor Pro Tern Ford and carried 4-0, with Council member Bonta absent.

8. Consider Resolutions Authorizing City Manager to Enter into Professional Services Agreement with Gouveia Engineering, Inc. for On-Call Engineering Services for Federally and State Funded Projects

1. Receive staff report

2. Receive public comment

3. Consider a motion to approve the resolution
City Manager Than presented the staff report.

There was no public comment.

Council member Marsigli made a motion to approve the resolution authorizing City Manager to enter into Professional Services Agreement with Gouveia Engineering, Inc. for On-Call Engineering Services for Federally and State funded projects.

The motion was seconded by Mayor Pro T em Ford and carried 4-0, with Council member Bonta absent.

CITY DEPARTMENT REPORTS
Acting Police Chief Martinez updated on the smooth transition with the Railroad Ave Pavement project and advised of the success of Trunk or Treat.

Fire Chief Borrelli advised he had nothing to report.

Recreation Manager Vitorino updated on the success of the Trunk or Treat event. She reminded everyone of the upcoming Color Run event on Saturday.

Finance Director Morrison reported on the recent LAIF transfer.

Public Works Director Ingram reported on his attendance at the County Supervisor's meeting, where they considered and approved the Carnation Road repavement project. He informed Council of the upcoming Rural Water training at the Goman Center on November 12l and 13i. He advised of free compost available to the public.

Economic & Community Development Director Westervelt updated on the status of the property sales. She further advised of utility issues discovered on two of three properties causing a hold on the sales. She informed Council the City is accepting letters of interest for the parcel located by Schmidt Park. She advised the award of REAP 2.0 funding and stated an item will come to Council at their next meeting. She reminded everyone of an upcoming Joint Special Meeting Workshop on December 11th.

Council member Marsigli inquired why a for sale sign has not been installed at the parcel located by Schmidt Park, to which City Manager Than advised per Council the City's intention was to keep the costs down. Council member Marsigli advised of her opinion that a for sale sign should be posted.

Administrative Services Director Correa reminded Council of the upcoming mandatory training on November 14t at the Goman Center. She informed Council the Gustine High School football team has made it to playoffs and have secured a home game Friday night.

CITY ATTORNEY REPORT
City Attorney Siprelle congratulated the City on forming the Community Facilities District.

Council member Marsigli requested a summarization of the new ADU bills, to which City Manager Than advised a separate update is forthcoming.

CITY MANAGER REPORT
City Manager Than thanked residents for patience with the Roundabout project. He advised of the partial street reopening of the roundabout.

CITY COUNCIL REPORTS
Council member Marsigli advised of her attendance at Our Lady of Miracles Celebration Thank You dinner. She reminded everyone of the Chamber of Commerce informational meeting tomorrow regarding SB 1126 and the Mural dedication on November 17.

Council member Giles commended the City on keeping the construction moving forward.

Mayor Pro Tern Ford expressed disappointment in not having any trick or treaters on Halloween. He thanked City Manager Than for moving forward with the subdivision development and for establishing the Community Facilities District.

Mayor Nagy expressed appreciation for staff's work on the Community Facilities District.

He advised of the upcoming high school football playoff game and asked for the community's support in attending. He reminded everyone of the upcoming Color Run event, Mural dedication and Veteran's Day parade. He informed everyone of Council member Bonta's injury and sent best wishes his way. He gave kudos to Public Works for all their work.

ADJOURNMENT
Mayor Nagy adjourned the meeting in memory of Jim Vierra at 7:29 P.M.

City of Gustine, CA Warrant List
By Vendor Name
Post Dates 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Vendor: 209 MULTIMEDIA CORPORATION
Fund: 001- GENERAL FUND
209 MULTIMEDIA CORPOR 376686 11/19/2024 PD ANIMAL CONTROL ADV 199.43

VACCINATION CLINIC
09/5/24
209 MULTIMEDIA CORPOR 379991 11/19/2024 PHN: ANTI CAMPING DRD 160.00 209 MULTIMEDIA CORPOR 380439 11/19/2024 CFD FORMATION PHN 560.00 2024-1
209 MULTIMEDIA CORPOR 380440 11/19/2024 CFD 2024 FORMATION PH 680.00 Fund 001 - GENERAL FUND Total: 1,599.43
Vendor 209 MULTIMEDIA CORPORATION Total: 1,599.43
Vendor: 4CREEKS
Fund: 001 - GENERAL FUND
4CREEKS 4C005138 11/19/2024 PLANNING SERVICES AUG 337.50 2024
4CREEKS 4C005138 11/19/2024 PLANNING SERVICES AUG 270.00 2024
4CREEKS 4C005138 11/19/2024 PLANNING SERVICES AUG 675.00 2024
4CREEKS 4C005138 11/19/2024 PLANNING SERVICES AUG 1,755.00 2024
4CREEKS 4C005138 11/19/2024 PLANNING SERVICES AUG 67.50 2024
4CREEKS 4C005138 11/19/2024 PLANNING SERVICES AUG 5,141.07 2024
4CREEKS 4C005138 11/19/2024 PLANNING SERVICES AUG 202.50 2024
Fund 001- GENERAL FUND Total: 8,448.57
Vendor 4CREEKS Total: 8,448.57
Vendor: A PLUS PLUMBING, LLC
Fund: 001 - GENERAL FUND
A PLUS PLUMBING, LLC 30449 11/19/2024 CH PLUMBING SERVICES 552.50 10/9/2024
A PLUS PLUMBING, LLC 30599 11/19/2024 CH PLUMBING SERVICES 935.00 10/21/2024
Fund 001- GENERAL FUND Total: 1,487.50
Fund: 060 - WATER FUND
A PLUS PLUMBING, LLC 30368 11/19/2024 PW REPAIR PARTS TO 44.00

SERVICE LEAK
Fund 060- WATER FUND Total: 44.00
Vendor A PLUS PLUMBING, LLC Total: 1,531.50
Vendor: ACE HARDWARE OF GUSTINE
Fund: 001- GENERAL FUND
ACE HARDWARE OF GUSTI 581981 11/19/2024 PW OFFICE SUPPLIES A/C 11.90 FILTER
ACE HARDWARE OF GUSTI 582031 11/19/2024 PW CHAINSAW FUEL 59.52 ACE HARDWARE OF GUSTI 582034 11/19/2024 PW CHAINSAW FUEL 58.43 ACE HARDWARE OF GUSTI 582159 11/19/2024 PW OP SUPPLIES- INSECT 46.73

ABATMENT SUPPLIES
--------------------------------------

Warrant List Post Dates: 11/06/2024 -11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount ACE HARDWARE OF GUSTI 582787 11/19/2024 PW OP SUPPLIES ­ 4.10

HARDWARE FOR BRUSH
CUTTER
ACE HARDWARE OF GUSTI 583226 11/19/2024 PW VENT PLUG 8.22

REPLACEMENT
ACE HARDWARE OF GUSTI 583262 11/19/2024 CITY HALL BUG ZAPPER 10.17 ACE HARDWARE OF GUSTI 583262 11/19/2024 CITY HALL BUG ZAPPER 10.17 ACE HARDWARE OF GUSTI 583263 11/19/2024 PW PARK TRASH CAN 40.04 ACE HARDWARE OF GUSTI 583285 11/19/2024 PW OP SUPPLIES ­ 21.64

BATTERIES
ACE HARDWARE OF GUSTI 583310 11/19/2024 PW OP SUPPLIES- PAINT 9.94

STRAINER
ACE HARDWARE OF GUSTI 583313 11/19/2024 PW OP SUPPLIES - SIGNS 4.06

HARDWARE
ACE HARDWARE OF GUSTI 583341 11/19/2024 PW OP SUPPLIES - ZIP TIES 6.48 Fund 001- GENERAL FUND Total: 291.40
Fund: 009 - COMMUNITY CENTER FUND
ACE HARDWARE OF GUSTI 583182 11/19/2024 AL GOMAN CENTER 47.76

SUPPLIES
Fund 009 - COMMUNITY CENTER FUND Total: 47.76
Fund: 016- SWIM POOL FUND
ACE HARDWARE OF GUSTI 583363 11/19/2024 AQUATIC CENTER POOL 62.76

EQUIPMENT
Fund 016 - SWIM POOL FUND Total: 62.76
Fund: 060- WATER FUND
ACE HARDWARE OF GUSTI 582653 11/19/2024 PW OP SUPPLIES ­ 37.19

DISINFECTANT
ACE HARDWARE OF GUSTI 582711 11/19/2024 PW OP SUPPLIES - METER 32.86 REPAIR
ACE HARDWARE OF GUSTI 583262 11/19/2024 CITY HALL BUG ZAPPER 15.26 Fund 060 - WATER FUND Total: 85.31
Fund: 061 - SEWER FUND
ACE HARDWARE OF GUSTI 582117 11/19/2024 WWTP HARDWARE 32.35

SUPPLIES
ACE HARDWARE OF GUSTI 582201 11/19/2024 WWTP HARDWARE 75.24

SUPPLIES
ACE HARDWARE OF GUSTI 582762 11/19/2024 WWTP OP SUPPLIES - FUS 2.80 ACE HARDWARE OF GUSTI 583262 11/19/2024 CITY HALL BUG ZAPPER 15.27 ACE HARDWARE OF GUSTI 583590 11/19/2024 WWTP OP SUPPLIES- 10.81 TOOLS
Fund 061 - SEWER FUND Total: 136.47
Fund: 201 - MEASURE V
ACE HARDWARE OF GUSTI 582710 11/19/2024 PW BARRICADE 30.20

HARDWARE
ACE HARDWARE OF GUSTI 582718 11/19/2024 PW BARRICADE 51.96

HARDWARE
ACE HARDWARE OF GUSTI 583265 11/19/2024 PW SIGN HARDWARE 17.71 Fund 201 - MEASURE V Total: 99.87
Vendor ACE HARDWARE OF GUSTINE Total: 723.57
Vendor: AGEE CONSTRUCTION CORPORATION
Fund: 020 - CMAQ
AGEE CONSTRUCTION CO N0.06 11/19/2024 33/140 ROUNDABOUT 338,393.79 PR0J 09/01/24 - 09/30/24
Fund 020- CMAQ Total: 338,393.79

Warrant List Past Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount 33/140 ROUNDABOUT 43,842.50
PR0) 09/01/24 -09/30/24
Fund 20D - REGIONAL MEASURE V Total: 43,842.50
Vendor AGEE CONSTRUCTION CORPORATION Total: 382,236.29
11/19/2024
Fund: 200 - REGIONAL MEASURE V
AGEE CONSTRUCTION CO NO.06
Vendor: ALHAMBRA & SIERRA SPRINGS
Fund: 001 - GENERAL FUND
ALHAMBRA & SIERRA SPRI 12652410 101124
ALHAMBRA & SIERRA SPRI 12652410 101124
ALHAMBRA & SIERRA SPRI 12652410 101124
ALHAMBRA & SIERRA SPRI 12652410 101124
11/19/2024
11/19/2024
11/19/2024
11/19/2024

DRINKING WATER ALL
DEPTS 09/24/24 &
10/09/24

DRINKING WATER ALL
DEPTS 09/24/24 &
10/09/24

DRINKING WATER ALL
DEPTS 09/24/24 &
10/09/24

DRINKING WATER ALL
DEPTS 09/24/24 &
10/09/24
Fund 001 - GENERAL FUND Total:

5.28 5.28

26.42 7.93

44.91 Fund: D09 - COMMUNITY CENTER FUND
ALHAMBRA & SIERRA SPRI 12652410 101124 11/19/2024 DRINKING WATER ALL DEPTS 09/24/24 &
10/09/24
Fund 009 - COMMUNITY CENTER FUND Total:

7.93 7.93
Fund: 016 - SWIM POOL FUND
ALHAMBRA & SIERRA SPRI 12652410 101124 11/19/2024 DRINKING WATER ALL DEPTS 09/24/24 &
10/09/24
Fund 016 - SWIM POOL FUND Total:

5.28 5.28
Fund: 019 -RECREATION FUND
ALHAMBRA & SIERRA SPRI 12652410 101124 11/19/2024 DRINKING WATER ALL DEPTS 09/24/24 &
10/09/24
Fund 019 - RECREATION FUND Total:

7.93 7.93

39.63 Fund: 059 - STORM DRAIN
ALHAMBRA & SIERRA SPRI 12652410 101124 11/19/2024 DRINKING WATER ALL DEPTS 09/24/24 &
10/09/24
Fund 059- STORM DRAIN Total: 39.63

52.84 Fund: 060 - WATER FUND
ALHAMBRA & SIERRA SPRI 12652410 101124 11/19/2024 DRINKING WATER ALL DEPTS 09/24/24 &
10/09/24
Fund 060 - WATER FUND Total: 52.84
Fund: 061- SEWER FUND
ALHAMBRA & SIERRA SPRI 12652410 101124 11/19/2024 DRINKING WATER ALL DEPTS 09/24/24 &
10/09/24
Fund 061 - SEWER FUND Total:

52.82 52.82
11/19/2024
Fund: 062 - REFUSE
ALHAMBRA & SIERRA SPRI 12652410 101124 DRINKING WATER ALL DEPTS 09/24/24 &
10/09/24
Fund 062 - REFUSE Total:

Vendor ALHAMBRA & SIERRA SPRINGS Total:

52.84 52.84
264.18

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description {Item) Amount Vendor: ALLIED WEED CONTROL, INC
Fund: 061- SEWER FUND
ALLIED WEED CONTROL, I 2522 11/19/2024 WWTP FALL TULES 1,275.00

TREATMENT
Fund 061- SEWER FUND Total: 1,275.00
Vendor ALLIED WEED CONTROL, INC Total: 1,275.00
Vendor: AMAZON CAPITAL SERVICES, INC.

Fund: 001 - GENERAL FUND
AMAZON CAPITAL SERVICE 1137-H733-KDRR 11/19/2024 PD OFFICE SUPPLIES­ 167.84

COPY PAPER, PENS
AMAZON CAPITAL SERVICE 141P-11K0-13DW 11/19/2024 PD OFFICE SUPPLIES - INK 18.35 STAMP
AMAZON CAPITAL SERVICE 16KQ-VDHL-NR10 11/19/2024 PW SAFETY VEST FOR 10.82

NIGHTTIME FLAGGING
AMAZON CAPITAL SERVICE 1FD4-H11V-HNF9 11/19/2024 PW OFFICE SUPPLIES ­ 8.60

SHEET PROTECTORS
AMAZON CAPITAL SERVICE 1HVI-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES­ 0.48

BATTERIES
AMAZON CAPITAL SERVICE 1HVI-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES- 0.48

BATTERIES
AMAZON CAPITAL SERVICE 1HV1-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES­ 0.48

BATTERIES
AMAZON CAPITAL SERVICE 1HVI-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES ­ 0.48

BATTERIES
AMAZON CAPITAL SERVICE 1HV1-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES- 0.48

BATTERIES
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES ­ 8.52

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES­ 8.52

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES ­ 8.52

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES­ 8.52

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES­ 8.52

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1M9L-1IVG-DYHL 11/19/2024 PW OP SUPPLIES­ 47.23

CORDLESS DRILL
AMAZON CAPITAL SERVICE 1MXR-VRLX-97T4 11/19/2024 PW OFFICE SUPPLIES ­ 75.05

RACKS FOR MAPS
AMAZON CAPITAL SERVICE 1N9Q-Y7XT-VNMX 11/19/2024 PW DEP OP SUPPLIES ­ 70.36

DEWALT COMBO KIT
(TOOLS)
AMAZON CAPITAL SERVICE 1NKD-1JHR-LXRH 11/19/2024 PW CHAIN SHARPENING 15.12 KIT
AMAZON CAPITAL SERVICE 1VDI-XMYV-YLN4 11/19/2024 PW OFFICE SUPPLIES - FILE 26.15

FOLDERS
AMAZON CAPITAL SERVICE 1X3H-VWDN-GYNT 11/19/2024 ADMIN SVC DEPT OP 54.41

SUPPLIES
Fund 001- GENERAL FUND Total: 538.93
Fund: 016 - SWIM POOL FUND
AMAZON CAPITAL SERVICE 1XTT-FHJ3-HQ14 11/19/2024 REC OP SUPPLIES ­ 27.37

POPCORN BAGS
Fund 016 - SWIM POOL FUND Total: 27.37

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item] Amount Fund: 019 - RECREATION FUND
AMAZON CAPITAL SERVICE 167R-FGKD-LD/4 11/19/2024 REC OP SUPPLIES - DISNEY 20.11

BACKDROP HALLOWEEN
2024
AMAZON CAPITAL SERVICE 1H9T-GHC1-QGLR 11/19/2024 REC OP SUPPLIES­ 105.85

HALLOWEEN

DECORATIONS
AMAZON CAPITAL SERVICE 1HV1-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES­ 1.20

BATTERIES
AMAZON CAPITAL SERVICE 1JW-N7W6-R6IT 11/19/2024 REC OP SUPPLIES­ 303.65

HALLOWEEN CANDY
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES­ 21.30

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1M7N-170DY-7XwQ 11/19/2024 REC OP SUPPLIES - PAPER 38.94

CROWNS HALLOWEEN
2024
AMAZON CAPITAL SERVICE 1MDF-TXQK-3GKK 11/19/2024 REC OP SUPPLIES - COLOR 55.22 RUN 2024
AMAZON CAPITAL SERVICE 1MP7-HNWG-PL71 11/19/2024 REC OP SUPPLIES ­ 144.83

HALLOWEEN

DECORATIONS
AMAZON CAPITAL SERVICE 1MP7-HNW-PL71 11/19/2024 REC OP SUPPLIES­ 144.83

HALLOWEEN

DECORATIONS '
AMAZON CAPITAL SERVICE 1TTK-HML3-4PY0 11/19/2024 REC OP SUPPLIES ­ 8.38

PLASTIC BAGS
AMAZON CAPITAL SERVICE 1XTL-DDYH-4MQJ 11/19/2024 REC OP SUPPLIES- TAPES 59.02 AMAZON CAPITAL SERVICE 1Y96-G1HM-639 11/19/2024 REC OP SUPPLIES - COLOR 128.33

RUN YARD SIGNS
Fund 019 - RECREATION FUND Total: 1,031.66
Fund: 047 - FIREWORKS
AMAZON CAPITAL SERVICE 1NTF-XQQY-7TL7 11/19/2024 MISS GUSTINE 20.11 HALLOWEEN 2024
AMAZON CAPITAL SERVICE 1 YM4-JX77-4NVX 11/19/2024 REC OP SUPPLIES­ 212.00

COSTUMES HALLOWEEN
2024
Fund 047 - FIREWORKS Total: 232.11
Fund: 060- WATER FUND
AMAZON CAPITAL SERVICE 16KQ-VDHL-NR1Q 11/19/2024 PW SAFETY VEST FOR 10.82

NIGHTTIME FLAGGING
AMAZON CAPITAL SERVICE 16V1-4WW9-44RF 11/19/2024 PW OP SUPPLIES- RAIN 77.15 BOOTS
AMAZON CAPITAL SERVICE 1HV1-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES ­ 1.19

BATTERIES
AMAZON CAPITAL SERVICE 1JH6-7CVF-DTWT 11/19/2024 PW OP SUPPLIES 28.14

EMERGENCY LIGHTS
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES­ 21.28

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1LMY-KMCJ-34YM 11/19/2024 PW OP SUPPLIES - COPPER 132.58

TUBE CUTTERS
AMAZON CAPITAL SERVICE 1M9L-1JVG-DYHL 11/19/2024 PW OP SUPPLIES- 47.23

CORDLESS DRILL
AMAZON CAPITAL SERVICE 1MXR-VRLX-97T4 11/19/2024 PW OFFICE SUPPLIES ­ 75.05

RACKS FOR MAPS
AMAZON CAPITAL SERVICE 1N9Q-Y7XT-VNMX 11/19/2024 PW DEP OP SUPPLIES ­ 70.36

DEWALT COMBO KIT
(TOOLS)

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount AMAZON CAPITAL SERVICE 1NLF-D1W9-CNVK 11/19/2024 PW OFFICE SUPPLIES ­ 12.57

NOTE PADS
AMAZON CAPITAL SERVICE 1 VDJ-XMYV-YLN4 11/19/2024 PW OFFICE SUPPLIES - FILE 26.15

FOLDERS
AMAZON CAPITAL SERVICE 1wQ4-Q3DX-113K 11/19/2024 PW OP SUPPLIES- RAIN 89.28 BOOTS
AMAZON CAPITAL SERVICE 1XVV-P7N7-3LKW 11/19/2024 PW DEWALT DRILL 80.59

COMBO KIT
AMAZON CAPITAL SERVICE 1XXL-G1HW-GQF4 11/19/2024 PW OP SUPPLIES - RAIN 42.76 BOOTS
Fund 060 - WATER FUND Total: 715.15
Fund: 061 - SEWER FUND
AMAZON CAPITAL SERVICE 16KQ-VDHL-NR1Q 11/19/2024 PW SAFETY VEST FOR 10.82

NIGHTTIME FLAGGING
AMAZON CAPITAL SERVICE 16V1-4WW9-44RF 11/19/2024 PW OP SUPPLIES - RAIN 77.15 BOOTS
AMAZON CAPITAL SERVICE 19WN-NRQK-4RCY 11/19/2024 PW OFFICE SUPPLIES­ 3.89

EXPO DRY ERASE SPRAY
AMAZON CAPITAL SERVICE 1F9P-GT7M-4JVT 11/19/2024 PW OFFICE SUPPLIES- DRY 17.32

ERASER MARKERS
AMAZON CAPITAL SERVICE 1HV1-Y4WR-PRPT 11/19/2024 ECON OFFICE SUPPLIES­ 1.20

BATTERIES
AMAZON CAPITAL SERVICE 1JH6-7CVF-DTWT 11/19/2024 PW OP SUPPLIES 28.14

EMERGENCY LIGHTS
AMAZON CAPITAL SERVICE 1K4K-C7GN-GMXM 11/19/2024 ECON OFFICE SUPPLIES- 21.30

KEYBOARD COVER, USB
AMAZON CAPITAL SERVICE 1LMY-KMCI-34YM 11/19/2024 PW OP SUPPLIES - COPPER 132.58

TUBE CUTTERS
AMAZON CAPITAL SERVICE 1M9L-1VG-DYHL 11/19/2024 PW OP SUPPLIES ­ 47.23

CORDLESS DRILL
AMAZON CAPITAL SERVICE 1MXR-VRLX-9714 11/19/2024 PW OFFICE SUPPLIES­ 75.06

RACKS FOR MAPS
AMAZON CAPITAL SERVICE 1N9Q-Y7XT-VNMX 11/19/2024 PW DEP OP SUPPLIES ­ 70.37

DEWALT COMBO KIT
(TOOLS)
AMAZON CAPITAL SERVICE 1R4M-WMW1-3LHW 11/19/2024 PW OFFICE SUPPLIES -INK 133.02

CARTRIDGES
AMAZON CAPITAL SERVICE 1VDJ-XMYV-YLN4 11/19/2024 PW OFFICE SUPPLIES- FILE 26.17

FOLDERS
AMAZON CAPITAL SERVICE 1WQ4-03DX-113K 11/19/2024 PW OP SUPPLIES - RAIN 89.28 BOOTS
AMAZON CAPITAL SERVICE 1XVV-P7N7-3LKW 11/19/2024 PW DEWALT DRILL 80.59

COMBO KIT
AMAZON CAPITAL SERVICE 1XXL-G1HW-GQF4 11/19/2024 PW OP SUPPLIES- RAIN 42.75 BOOTS
Fund 061 - SEWER FUND Total: 856.87
Vendor AMAZON CAPITAL SERVICES, INC. Total: 3,402.09
Vendor: AT&T CALNET 3
Fund: 0O1 - GENERAL FUND
AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17 /24 -10/16/24
AT&TCALNET3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17 /24-10/16/24
AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17/24- 10/16/24

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description {Item) Amount AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17 /24 -10/16/24
AT&T CALN ET 3 000022461321 11/19/2024 TELEPHONE SERVICE 41.68 09/17/24 -10/16/24
AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17/24-10/16/24
AT&T CALN ET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17/24 - 10/16/24
AT&T CALN ET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17/24 - 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.30 09/17/24- 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.30 09/17/24- 10/16/24
AT&T CALN ET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.30 09/17/24 - 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.30 09/17/24 -10/16/24
AT&TCALNET3 000022461324 11/19/2024 TELEPHONE SERVICE 59.78 09/17/24-10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.30 09/17 /24-10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.30 09/17/24 - 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.30 09/17/24 - 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.08 09/17/24 -10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.08 09/17 /24-10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.08 09/17/24- 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.08 09/17/24 -10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 15.34 09/17/24 - 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.08 09/17/24 -10/16/24
AT&T CALN ET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.08 09/17/24 - 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.08 09/17/24 -10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.07 09/17 /24-10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.07 09/17/24-10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.07 09/17/24 - 10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.07 09/17/24- 10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 14.56 09/17/24 - 10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.07 09/17 /24-10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.07 09/17/24- 10/16/24

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.07 09/17/24 -10/16/24
Fund 001- GENERAL FUND Total: 135.98
Fund: 009 - COMMUNITY CENTER FUND
AT&T CALN ET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.83 09/17/24 - 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 1.20 09/17/24 - 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.31 09/17/24-10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.29 09/17/24 - 10/16/24
Fund 009 - COMMUNITY CENTER FUND Total: 2.63
Fund: 016- SWIM POOL FUND
AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.83 09/17/24- 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 1.20 09/17/24- 10/16/24
AT&TCALNET3 000022461326 11/19/2024 TELEPHONE SERVICE 0.31 09/17/24- 10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.29 09/17/24- 10/16/24
Fund 016 - SWIM POOL FUND Total: 2.63
Fund: 019- RECREATION FUND
AT&TCALNET3 000022461321 11/19/2024 TELEPHONE SERVICE 0.83 09/17/24-10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 1.20 09/17/24- 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.31 09/17/24 - 10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.29 09/17 /24- 10/16/24 --- Fund 019 - RECREATION FUND Total: 2.63 Fund: 060- WATER FUND
AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 14.59 09/17/24 - 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 20.92 09/17/24- 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 5.37 09/17/24 - 10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 5.09 09/17/24- 10/16/24
Fund 060 - WATER FUND Total: 45.97
Fund: 061- SEWER FUND
AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 14.59 09/17/24- 10/16/24
AT&T CALN ET 3 000022461324 11/19/2024 TELEPHONE SERVICE 20.92 09/17 /24-10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 5.37 09/17 /24-10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 5.09 09/17 /24-10/16/24
Fund 061 - SEWER FUND Total: 45.97

Warrant List Post Dates: 11/06/2024- 11/19/2024
Vendor Name Payable Number Post Date Description {Item) Amount Fund: 062 - REFUSE
AT&T CALN ET 3 000022461321 11/19/2024 TELEPHONE SERVICE 8.34 09/17/24 - 10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 11.96 09/17 /24-10/16/24
AT&T CALN ET 3 000022461326 11/19/2024 TELEPHONE SERVICE 3.07 09/17/24- 10/16/24
AT&T CALNET 3 000022461327 11/19/2024 TELEPHONE SERVICE 2.91 09/17/24- 10/16/24
.

Fund 062 - REFUSE Total: 26.28
Fund: 063 - AIRPORT FUND
AT&T CALNET 3 000022461321 11/19/2024 TELEPHONE SERVICE 0.21 09/17/24-10/16/24
AT&T CALNET 3 000022461324 11/19/2024 TELEPHONE SERVICE 0.29 09/17/24- 10/16/24
AT&T CALNET 3 000022461326 11/19/2024 TELEPHONE SERVICE 0.03 09/17/24- 10/16/24
AT&T CALN ET 3 000022461327 11/19/2024 TELEPHONE SERVICE 0.10 09/17/24- 10/16/24
Fund 063 - AIRPORT FUND Total: 0.63
Vendor AT&T CALNET 3 Total: 262.72
Vendor: AVIDWATER LLC
Fund: 061 - SEWER FUND
AVIDWATER LLC 0497325-IN 11/19/2024 WWTP MAGNETIC METER 221.06

REPLACEMENT HARDWAR
Fund 061 - SEWER FUND Total: 221.06
Vendor AVIDWATER LLC Total: 221.06
Vendor: BADGER METER INC.

Fund: 060 - WATER FUND
BADGER METER INC. 80174008 11/19/2024 WATER METER MONTHLY 1,684.80

SUBSCRIPTION OCTOBER
2024
Fund 060 - WATER FUND Total: 1,684.80
Vendor BADGER METER INC. Total: 1,684.80
Vendor: BAKER SUPPLIES AND REPAIRS
Fund: 001- GENERAL FUND
BAKER SUPPLIES AND REP 97489 11/19/2024 PW OP SUPPLIES - GAS 105.44 CANS
Fund O01 - GENERAL FUND Total: 105.44
Vendor BAKER SUPPLIES AND REPAIRS Total: 105.44
Vendor: BEST BEST & KRIEGER
Fund: OO1 - GENERAL FUND
BEST BEST & KRIEGER 1010418 11/19/2024 BBK - CFD Formation for 9,375.17 Katakis Development
BEST BEST & KRIEGER 1007746 11/19/2024 TELECOMMUNICATIONS 2,083.00 SEPT 2024
BEST BEST & KRIEGER 1010421 11/19/2024 TELECOMMUNICATIONS 323.20 OCT2024
Fund OO1 - GENERAL FUND Total: 11,781.37
Vendor BEST BEST & KRIEGER Total: 11,781.37
Vendor: BONIFACIO GARCIA
Fund: O01 - GENERAL FUND
BONIFACIO GARCIA 308089 11/19/2024 PW REPLACEMENT FOR 321.77

BACKHOE

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name

BONIFACIO GARCIA
Payable Number
308193
Post Date
11/19/2024
Description (Item)

PW HYDRAULIC HOSE FOR

SWEEPER
Fund 001- GENERAL FUND Total:

Vendor BONIFACIO GARCIA Total:

Amount
222.89
544.66
544.66
Vendor: CALIFORNIA STATE DISBURSEMENT UNIT
Fund: 099 - PAYROLL TRUST FUND
CALIFORNIA STATE DISBUR PR- 11/8/24 11/19/2024 PAYROLL DEDUCTIONS 381.69 Fund 099 - PAYROLL TRUST FUND Total: 381.69
Vendor CALIFORNIA STATE DISBURSEMENT UNIT Total: 381.69 Vendor: CAPITOL ADVOCACY PARTNERS
Fund: 001 - GENERAL FUND
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 58.42 GRANT WRITING OCT 202
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 58.42 GRANT WRITING 0CT 202
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 292.10 GRANT WRITING OCT 202
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 87.63 GRANT WRITING OCT 202
Fund 001- GENERAL FUND Total: 496.57
Fund: 009-COMMUNITV CENTER FUND
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 87.63 GRANT WRITING OCT 202
Fund 009 - COMMUNITY CENTER FUND Total: 87.63
Fund: 016- SWIM POOL FUND
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 438.15 GRANT WRITING OCT 202
Fund 016 - SWIM POOL FUND Total: 438.15
Fund: 060 - WATER FUND
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 584.20 GRANT WRITING OCT 202
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 CAP - USEPA Water Loop 185.00 Line and Tank Grant
Mngmt
Fund 060- WATER FUND Total: 769.20
Fund: 061 - SEWER FUND
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 584.20 GRANT WRITING 0CT 202
Fund 061 - SEWER FUND Total: 584.20
Fund: 062 - REFUSE
CAPITOL ADVOCACY PART 2024CAP244 11/19/2024 FEDERAL ADVOCACY & 730.25 GRANT WRITING OCT 202
Fund 062 - REFUSE Total: 730.25
Vendor CAPITOL ADVOCACY PARTNERS Total: 3,106.00
Vendor: CHAMELEON COLORS
Fund: 019 - RECREATION FUND
CHAMELEON COLORS 17130681 11/19/2024 REC POWDERED COLOR 1,259.94 FOR COLOR RUN 2024
Fund 019 - RECREATION FUND Total: 1,259.94
Vendor CHAMELEON COLORS Total: 1,259.94

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Vendor: CINTAS CORPORATION #3
Fund: 01 - GENERAL FUND
CINTAS CORPORATION #3 4208523885 11/19/2024 PW UNIFORM 23.60

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4208523885 11/19/2024 PW UNIFORM 91.70

ALLOWANCE / CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209230189 11/19/2024 PW UNIFORM 36.33

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209230189 11/19/2024 PW UNIFORM 77.64

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209911966 11/19/2024 PW UNIFORM 23.60

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209911966 11/19/2024 PW UNIFORM 95.14

ALLOWANCE / CUSTODIAL

SUPPLIES
Fund 001 - GENERAL FUND Total: 348.01
Fund: 059 - STORM DRAIN
CINTAS CORPORATION #3 4208523885 11/19/2024 PW UNIFORM 16.70

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209230189 11/19/2024 PW UNIFORM 29.34

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209911966 11/19/2024 PW UNIFORM 16.70

ALLOWANCE/ CUSTODIAL

SUPPLIES
Fund 059 • STORM DRAIN Total: 62.74
Fund: 060 - WATER FUND
CINTAS CORPORATION #3 4208523885 11/19/2024 PW UNIFORM 52.50

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4208523885 11/19/2024 PW UNIFORM 140.76

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209230189 11/19/2024 PW UNIFORM 65.94

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209230189 11/19/2024 PW UNIFORM 127.88

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209911966 11/19/2024 PW UNIFORM 52.50

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209911966 11/19/2024 PW UNIFORM 147.39

ALLOWANCE / CUSTODIAL

SUPPLIES
Fund 060 - WATER FUND Total: 586.97
Fund: 061 - SEWER FUND
CINTAS CORPORATION #3 4208523885 11/19/2024 PW UNIFORM 63.20

ALLOWANCE/ CUSTODIAL

SUPPLIES

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount CINTAS CORPORATION #3 4208523885 11/19/2024 PW UNIFORM 154.20

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209230189 11/19/2024 PW UNIFORM 76.90

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209230189 11/19/2024 PW UNIFORM 141.61

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209911966 11/19/2024 PW UNIFORM 63.20

ALLOWANCE/ CUSTODIAL

SUPPLIES
CINTAS CORPORATION #3 4209911966 11/19/2024 PW UNIFORM 157.11

ALLOWANCE/ CUSTODIAL

SUPPLIES
Fund 061- SEWER FUND Total: 656.22
Vendor CINTAS CORPORATION #3 Total: 1,653.94
Vendor: CITY OF LIVINGSTON
Fund: 001- GENERAL FUND
CITY OF LIVINGSTON 00009692 11/19/2024 DISPATCHING CONTRACT 28,872.58 QTR 2 24-25
Fund 001 - GENERAL FUND Total: 28,872.58
Vendor CITY OF LIVINGSTON Total: 28,872.58
Vendor: COMCAST BUSINESS SERVICES
Fund: 001- GENERAL FUND
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 2.64 0CT 31, 2024
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 2.64 0CT 31, 2024
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 2.64 0CT 31, 2024
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 2.64 0CT 31, 2024
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 528.78 0CT 31, 2024
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 2.64 0CT 31, 2024
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 2..64 0CT 31, 2024
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 2.64 0CT 31, 2024
Fund O01- GENERAL FUND Total: 547.26
Fund: 009 - COMMUNITY CENTER FUND
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 10.58 0CT 31, 2024
Fund 009 - COMMUNITY CENTER FUND Total: 10.58
Fund: 016 - SWIM POOL FUND
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 10.58 CT 31, 2024
Fund 016- SWIM POOL FUND Total: 10.58
Fund: 019 - RECREATION FUND
COMCAST BUSINESS SERVI 221122863 11/19/2024 INTERNET SERVICE UP TO 10.58 0CT 31, 2024
Fund 019 - RECREATION FUND Total: 10.58

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Fund: 060 - WATER FUND
COMCAST BUSINESS SERVI 221122863
Fund: 061 - SEWER FUND
COMCAST BUSINESS SERVI 221122863
Fund: 062 - REFUSE
COMCAST BUSINESS SERVI 221122863
11/19/2024
11/19/2024
11/19/2024

INTERNET SERVICE UP TO
OCT 31, 2024
Fund 060 - WATER FUND Total:

INTERNET SERVICE UP TO
OCT 31, 2024
Fund 061 - SEWER FUND Total:

INTERNET SERVICE UP TO
OCT 31, 2024
Fund 062 - REFUSE Total:
185.07
185.07
185.07
185.07
105.76
105.76
Fund: 063 - AIRPORT FUND
COMCAST BUSINESS SERVI 221122863
Vendor: CSG CONSULTING - PRECISION
Fund: 001- GENERAL FUND
CSG CONSULTING - PRECIS 58386

INTERNET SERVICE UP TO
0CT 31, 2024
Fund 063 - AIRPORT FUND Total:

Vendor COMCAST BUSINESS SERVICES Total:

GUSTINE BUILDING
SERVICES AUG 31-AUG
27 2024
Fund 001 - GENERAL FUND Total:

Vendor CSG CONSULTING - PRECISION Total:

2.65 2.65
1,057.55
4,580.00
4,580.00
4,580.00
11/19/2024
11/19/2024
Vendor: DAVID J FRANCIS
Fund: 061- SEWER FUND

DAVID J FRANCIS
Vendor: DLH TOOLS INC.

Fund: 201- MEASURE V
DLH TOOLS INC.

DLH TOOLS INC.
4133
0048273-IN
0048279-IN
11/19/2024
11/19/2024
11/19/2024
WWTP ELECTRICAL 8,620.38

TROUBLESHOOTING
Fund 061 - SEWER FUND Total: 8,620.38
Vendor DAVID J FRANCIS Total: 8,620.38
PW READ SIGN MATERIAL 1,333.35
PW STOP AHEAD SIGNS 822.38

FOR HUNT & SULLIVAN
Fund 201 - MEASURE V Total: 2,155.73
Vendor DLH TOOLS INC. Total: 2,155.73
Vendor: DOMINGO SANDOVAL
Fund: 019- RECREATION FUND
DOMINGO SANDOVAL 10/31/2024 11/19/2024 REC OP SUPPLIES­ 700.00

CARNIVAL GAMES
HALLOWEEN 2024
Fund 019 - RECREATION FUND Total: 700.00
Vendor DOMINGO SANDOVAL Total: 7D0.00
11/19/2024 WATER LABS 10/03/2024 175.00
11/19/2024 PW WATER LABS 295.00
10/10/2024
11/19/2024 WWTP LABS 10/24/2024 210.00
Fund 060 - WATER FUND Total: 680.00
Vendor ENVIRONMENTAL.COM LLC Total: 680.00
Vendor: ENVIRONMENTAL.COM LLC
Fund: 060 - WATER FUND
ENVIRONMENTAL.COM LL 9123-16624
ENVIRONMENTAL.COM LL 9123-16748
ENVIRONMENTAL.COM LL 9123-17001

Warrant List
Vendor Name Payable Number Post Date
Vendor: GAVIN M JACKSON & CHARITY JACKSON (VISUAL HORIZONS) Fund: 001- GENERAL FUND
GAVIN M JACKSON & CHA 739707 11/19/2024
Description (Item)

PD VEHICLE DEPT

REFLECTIVE LOGO
Fund 001 - GENERAL FUND Total:

Amount
135.62
135.62
Post Dates: 11/06/2024 - 11/19/2024
Fund: 009 - COMMUNITY CENTER FUND
GAVIN M JACKSON & CHA 739705 ALGOMAN ADDRESS

LETTERING
Fund 009 - COMMUNITY CENTER FUND Total:
408.36
408.36
11/19/2024
Fund: 019 - RECREATION FUND
GAVIN M JACKSON & CHA 739706
Vendor: GOUVEIA ENGINEERING INC
Fund: 0O1 - GENERAL FUND
GOUVEIA ENGINEERING I 16656
GOUVEIA ENGINEERING I 16657
GOUVEIA ENGINEERING I 16658
Fund: 010- GAS TAX 2105 FUND
GOUVEIA ENGINEERING I 16642
11/19/2024
11/19/2024
11/19/2024
11/19/2024
11/19/2024

REC CART LOGO

UNWIRED CITY WIDE
IMPROV SEPT 2024

KATAKIS SUBDIVISION
INTRACT IP SEPT 2024

KATAKIS SUBDIVISION
OFFSITE IP SEPT 2024
Fund 001- GENERAL FUND Total:

PUBLIC WORKS GENERAL
SEPT 2024
Fund 010 -GAS TAX 2105 FUND Total:

Vendor GOUVEIA ENGINEERING INC Total:
126.96
126.96
670.94
2,853.90
6,027.00
2,326.28
11,207.18
752.33
752.33
11,959.51
Fund D19 - RECREATION FUND Total:

Vendor GAVIN M JACKSON & CHARITY JACKSON (VISUAL HORIZONS) Total:

Vendor: GREGORY GILSTRAP
Fund: 001- GENERAL FUND
GREGORY GILSTRAP 10/18/2024 GG 11/19/2024 PD TRAINING ARIDE 11/07/24 - 11/08/24
Fund 001- GENERAL FUND Total:

Vendor GREGORY GILSTRAP Total:
111.00
111.00
111.00
Vendor: GUSTINE DEPOT GARAGE, LLC
Fund: O01 - GENERAL FUND
GUSTINE DEPOT GARAGE, 0036939
GUSTINE DEPOT GARAGE, 0036942
GUSTINE DEPOT GARAGE, 0036964
GUSTINE DEPOT GARAGE, 0037122
GUSTINE DEPOT GARAGE, 0037163
11/19/2024 PW #1012 TRUCK

HEADLIGHT REPLACEMEN
11/19/2024 PW OP SUPPLIES - PAINT

STRIPER TUNE UP
11/19/2024 PD #201 VEHICLE EXPENSE

BATTERY
11/19/2024 PD PRIUS VEHICLE

EXPENSE - OIL CHANGE
11/19/2024 PD #101 VEHICLE EXPENSE

OIL CHANGE, R&R AIR
FILTER
Fund 001- GENERAL FUND Total:

Vendor GUSTINE DEPOT GARAGE, LLC Total:

88.57 138.65
292.71

85.05 100.56
705.54
705.54
Vendor: HALYCON CREEK INC. (OBA MID VALLEY I.T.)
Fund: OO1 - GENERAL FUND
HALYCON CREEK INC. (OBA 202144709
HALYCON CREEK INC. (DBA 202144709
11/19/2024
11/19/2024
MONTHLY I.T OCTOBER
2024
MONTHLY I.T OCTOBER
2024

16.37 16.37

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount HALYCON CREEK INC. (OBA 202144709 11/19/2024 MONTHLY I.T OCTOBER 8.18 2024
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTHLY 1.T OCTOBER 16.37 2024
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTHLY I.T OCTOBER 16.37 2024
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTHLY I.T OCTOBER 16.37 2024
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTHLY IT OCTOBER 8.18 2024
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTHLY I.T OCTOBER 16.37 2024
Fund 001 - GENERAL FUND Total: 114.58
Fund: 009- COMMUNITY CENTER FUND
HALYCON CREEK INC. (OBA 202144709 11/19/2024 MONTHLY IT OCTOBER 32.73 2024
Fund 009 • COMMUNITY CENTER FUND Total: 32.73
Fund: 016 - SWIM POOL FUND
HALYCON CREEK INC. (OBA 202144709 11/19/2024 MONTHLY I.T OCTOBER 32.73 2024
Fund 016- SWIM POOL FUND Total: 32.73
Fund: 019- RECREATION FUND
HALYCON CREEK INC. (OBA 202144709 11/19/2024 MONTHLY I.T OCTOBER 32.73 2024
Fund 019 · RECREATION FUND Total: 32.73
Fund: 060- WATER FUND
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTH LY I.T OCTOBER 540.06 2024
Fund 060 · WATER FUND Total: 540.06
Fund: 061 - SEWER FUND
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTHLY IT OCTOBER 556.43 2024
Fund 061- SEWER FUND Total: 556.43
Fund: 062 - REFUSE
HALYCON CREEK INC. (DBA 202144709 11/19/2024 MONTHLY 1.T OCTOBER 327.30 2024
Fund 062 - REFUSE Total: 327.30
Vendor HALYCON CREEK INC. (DBA MID VALLEY I.T.) Total: 1,636.56 Vendor: HD SUPPLY INC.

Fund: 060 - WATER FUND
HD SUPPLY INC.

Vendor: HERC RENTALS INC
Fund: 201- MEASURE V

HERC RENTALS INC
INV00527288
34709966-004
11/19/2024
11/19/2024
PW OP SUPPLIES - SONIC 1,585.59

WELL SOUNDER
Fund 060- WATER FUND Total: 1,585.59
Vendor HD SUPPLY INC. Total: 1,585.59
PW TRUCK ROUTE 3,336.16

MESSAGE BOARD
(ROUNDABOUT)
Fund 201 - MEASURE V Total: 3,336.16
Vendor HERC RENTALS INC Total: 3,336.16

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Vendor: IEH-JL ANALYTICAL
Fund: 061 - SEWER FUND
IEH-JL ANALYTICAL 652472 11/19/2024 WWTP LABS 09/25/24 - 2,505.50 10/15/24
IEH-IL ANALYTICAL 653346 11/19/2024 WWTP LABS 10/08/24 109.00 IEH-JL ANALYTICAL 653905 11/19/2024 WWTP LABS 10/16/24­ 440.00 10/18/24
Fund 061 - SEWER FUND Total: 3,054.50
Vendor IEH-JL ANALYTICAL Total: 3,054.50
Vendor: INFOSEND, INC
Fund: O01 - GENERAL FUND
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 51.40 - 10/23/24
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 30.88 - 10/23/24
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 12.53 CITY SNIPPETS 1024
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 8.08 CITY SNIPPETS 1024
Fund 001 - GENERAL FUND Total: 102.89
Fund: 059- STORM DRAIN
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 20.56 - 10/23/24
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 12.35 - 10/23/24
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 4.99 CITY SNIPPETS 1024
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 3.26 CITY SNIPPETS 1024
Fund 059 - STORM DRAIN Total: 41.16
Fund: 060 - WATER FUND
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 339.24 - 10/23/24
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 203.78 - 10/23/24
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 82.82 CITY SNIPPETS 1024
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 53.15 CITY SNIPPETS 1024
Fund 060 - WATER FUND Total: 678.99
Fund: 061 - SEWER FUND
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 339.24 - 10/23/24
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 203.78 - 10/23/24
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 82.82 CITY SNIPPETS 1024
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 53.15 CITY SNIPPETS 1024
Fund 061 - SEWER FUND Total: 678.99
Fund: 062 - REFUSE
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 277.56 - 10/23/24
INFOSEND, INC 273666 11/19/2024 UTILITY BILLING 09/24/24 166.74 - 10/23/24

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 67.78 CITY SNIPPETS 1024
INFOSEND, INC 273751 11/19/2024 PRINTING AND MAILING 43.47 CITY SNIPPETS 1024
Fund 062 - REFUSE Total: 555.55
Vendor INFOSEND, INC Total: 2,057.58
Vendor: JOCELYN ROLAND, PHO
Fund: OO1 - GENERAL FUND
JOCELYN ROLAND, PHD 23345 11/19/2024 PD RESERVE APPLICATION 500.00

PSYCH SCREENING
10/24/2024
Fund O01 - GENERAL FUND Total: 500.00
Vendor JOCELYN ROLAND, PHO Total: 500.00
Vendor: JORGENSEN & SONS INC.

Fund: O01 - GENERAL FUND
JORGENSEN & SONS INC. 6156478 11/19/2024 FD OP SUPPLIES FIRE EXT 90.83

ANNUAL MAINT
Fund 001- GENERAL FUND Total: 90.83
Vendor JORGENSEN & SONS INC. Total: 90.83
Vendor: JOSE GARCIA
Fund: 001- GENERAL FUND
JOSE GARCIA 14600 11/19/2024 PW TRENCHER RENTAL 214.67
Fund 001 • GENERAL FUND Total: 214.67
Vendor JOSE GARCIA Total: 214.67
Vendor: LANGUAGE LINE SERVICES
Fund: 001- GENERAL FUND
LANGUAGE LINE SERVICES 11443757 11/19/2024 PD LANGUAGE LINE 231.31

ASSISTANCE
Fund OO1 - GENERAL FUND Total: 231.31
Vendor LANGUAGE LINE SERVICES Total: 231.31
Vendor: MERCED COUNTY ANIMAL CONTROL
Fund: OO1- GENERAL FUND
MERCED COUNTY ANIMAL 100-1 11/19/2024 PD ANIMAL CONTROL 300.00 07/20/24 -08/12/24 ­
Fund 001- GENERAL FUND Total: 300.00
Vendor MERCED COUNTY ANIMAL CONTROL Total: 300.00
Vendor: MERCED COUNTY TAX COLLECTOR
Fund: 059 - STORM DRAIN
MERCED COUNTY TAX COL NOVEMBER 2024 063-050 11/19/2024 PYMT #1 063-050-046-000 524.18 2024 - 2025
Fund 059 - STORM DRAIN Total: 524.18
Fund: 061 - SEWER FUND
MERCED COUNTY TAX COL NOVEMBER 2024 063-130 11/19/2024 PYMT #1 063-130-066-000 1,969.40 2024-2025
MERCED COUNTY TAX COL NOVEMBER 2024 063-130 11/19/2024 PYMT #1 063-130-067-000 680.30 2024-2025
MERCED COUNTY TAX COL NOVEMBER 2024 063-160 11/19/2024 PYMT #1 063-160-006-000 2,972.07 2024- 2025
MERCED COUNTY TAX COL NOVEMBER 2024 063-160 11/19/2024 PYMT #1 063-0160-007­ 1,362.74 000 2024 -2025
MERCED COUNTY TAX COL NOVEMBER 2024 063-160 11/19/2024 PYMT #1 063-0160-140­ 1,549.13 000 2024- 2025
MERCED COUNTY TAX COL NOVEMBER 2024 063-160 11/19/2024 PYMT #1 063-160-023-000 1,209.18 2024 -2025

Warrant List Post Dates: 11/06/2024- 11/19/2024
MERCED COUNTY TAX COL NOVEMBER 2024 063-320 11/19/2024
Vendor Name Payable Number Post Date
MERCED COUNTY TAX COL NOVEMBER 2024 063-160 11/19/2024
Description (Item)
PYMT #1 063-160-024-000
2024- 2025
PYMT #1 063-320-013-000
2024- 2025
Fund 061 - SEWER FUND Total:

Vendor MERCED COUNTY TAX COLLECTOR Total:

Amount
1,008.57

52.87 10,804.26
11,328.44
Vendor: PARREIRAS AUTO REPAIR
Fund: 061 - SEWER FUND
PARREIRAS AUTO REPAIR 47101
Vendor: O'REILLY AUTO ENTERPRISES, LLC
Fund: O01 - GENERAL FUND
O'REILLY AUTO ENTERPRIS 5718-407175
O'REILLY AUTO ENTERPRIS 5718-407177
O'REILLY AUTO ENTERPRIS 5718-408227
Vendor: OPERATING ENGINEERS LOCAL #3
Fund: 099 - PAYROLL TRUST FUND
OPERATING ENGINEERS L PR - 11/8/24
11/19/2024 PD TRAINING RIMSCON 1,204.80
10/06/24- 10/11/24
Fund 001 - GENERAL FUND Total: 1,204.80
Vendor NOREEN CANALS Total: 1,204.80
11/19/2024 PAYROLL DEDUCTIONS 280.00
Fund 099 - PAYROLL TRUST FUND Total: 280.00
Vendor OPERATING ENGINEERS LOCAL #3 Total: 280.00
11/19/2024 PW OP SUPPLIES ­ 40.04

INFRARED TEMP FOR

PAVING COND
11/19/2024 PW OP SUPPLIES- 8.65

BATTERIES
11/19/2024 PW OIL CHANGE 69.55

MATERIALS FOR MOWERS
Fund 001- GENERAL FUND Total: 118.24
Vendor O'REILLY AUTO ENTERPRISES, LLC Total: 118.24
11/19/2024 PW OP SUPPLIES WATER 2,971.35
METERS
11/19/2024 PW WATER SERVICES 1,161.57

REPAIRS PARTS
11/19/2024 PW WATER SERVICES 890.20

REPAIRS PARTS
Fund 060 - WATER FUND Total: 5,023.12
Vendor PACE SUPPLY CORP Total: 5,023.12
11/19/2024 WELL #6 DISINFECTING 1,036.97

CHEMICALS
11/19/2024 WELL #7 DISINFECTING 901.71

CHEMICALS
Fund 060 - WATER FUND Total: 1,938.68
Vendor PACIFIC STAR CHEMICAL, LLC. Total: 1,938.68
11/19/2024 PW BACKHOETIRE REPAIR 35.00
Fund 061 - SEWER FUND Total: 35.00
Vendor PARREIRAS AUTO REPAIR Total: 35.00
10/16/2024 NC
059632577-3
199946938
199952100
Vendor: NOREEN CANALS
Fund: 001- GENERAL FUND

NOREEN CANALS
Vendor: PACE SUPPLY CORP
Fund: 060- WATER FUND

PACE SUPPLY CORP

PACE SUPPLY CORP

PACE SUPPLY CORP
Vendor: PACIFIC STAR CHEMICAL, UC.

Fund: 060 - WATER FUND
PACIFIC STAR CHEMICAL, L 296066
PACIFIC STAR CHEMICAL, L 296473

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Vendor: PATRICK NAGY
Fund:001-GENERALFUND
PATRICK NAGY 10/21/24 RE1MB 11/19/2024 CAL CITIES ANNUAL CONF 458.04 PARKING & MILEAGE 2024
Fund 001 - GENERAL FUND Total: 458.04
Vendor PATRICK NAGY Total: 458.04
Vendor: PG&E
Fund: 001- GENERAL FUND
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 1,870.70
09/19/24 - 10/17/24
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 65.05
09/19/24 -10/17 /24
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 38.75
09/19/24 - 10/17/24
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 2,326.78
09/19/24 - 10/17/24
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 1,775.63
09/19/24 - 10/17/24
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 87.87
09/19/24 - 10/17/24
Fund 001- GENERAL FUND Total: 6,164.78
Fund: 009- COMMUNITY CENTER FUND
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 25.27
09/19/24 - 10/17/24
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 207.55
09/19/24-10/17/24
Fund 009 - COMMUNITY CENTER FUND Total: 232.82
Fund: 016 - SWIM POOL FUND
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 13,275.81
09/19/24 -10/17 /24
Fund 016 - SWIM POOL FUND Total: 13,275.81
Fund: 017-CITY WIDE LIGHTING & LAND
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 3,885.51
09/19/24 - 10/17/24
Fund 017- CITY WIDE LIGHTING & LAND Total: 3,885.51
Fund: 019- RECREATION FUND
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 24.65
09/19/24 -10/17/24
Fund 019 - RECREATION FUND Total: 24.65
Fund: 060 - WATER FUND
PG&£ 10/21/2024 11/19/2024 GAS AND ELECTRIC 5,667.69
09/19/24- 10/17/24
Fund 060 - WATER FUND Total: 5,667.69
Fund: 061- SEWER FUND
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 1,873.96
09/19/24- 10/17/24
Fund 061 - SEWER FUND Total: 1,873.96
Fund: 063- AIRPORT FUND
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 155.90
09/19/24 -10/17/24
Fund 063 - AIRPORT FUND Total: 155.90

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Fund: 074 - ASSESS - BORRELLI
PG&E 10/21/2024 11/19/2024 GAS AND ELECTRIC 392.77
09/19/24-10/17/24
Fund 074 - ASSESS - BORRELLI Total: 392.77
Vendor PG&E Total: 31,673.89
Vendor: POLICE OFFICERS ASSOC
Fund: 099 - PAYROLL TRUST FUND
POLICE OFFICERS ASSOC PR- 11/8/24 11/19/2024 PAYROLL DEDUCTIONS 480.00 - - -----
Fund 099 - PAYROLL TRUST FUND Total: 480.00
- -----
Vendor POLICE OFFICERS ASSOC Total: 480.00
Vendor:POWERPLAN
Fund: 061 - SEWER FUND
POWERPLAN 1256107 11/19/2024 PW BACKHOE SERVICES 9,798.03

AND REPAIRS
Fund 061- SEWER FUND Total: 9,798.03
Vendor POWERPLAN Total: 9,798.03
Vendor: PUBLIC EMP RETIREMENT SYSTEM
Fund: 099 - PAYROLL TRUST FUND
PUBLIC EMP RETIREMENT PR - 11/8/24 EE CLASSIC 11/19/2024 RETIREMENT 895.16

CONTRIBUTIONS
PUBLIC EMP RETIREMENT PR- 11/8/24 E£ PEPRA MI 11/19/2024 RETIREMENT 3,268.67

CONTRIBUTIONS
PUBLIC EMP RETIREMENT PR - 11/8/24 EE PEPRA SA 11/19/2024 RETIREMENT 2,555.57

CONTRIBUTIONS
PUBLIC EMP RETIREMENT PR -11/8/24 ER CLASSIC 11/19/2024 RETIREMENT 1,533.15

CONTRIBUTIONS
PUBLIC EMP RETIREMENT PR - 11/8/24 ER PEPRA MI 11/19/2024 RETIREMENT 3,319.34

CONTRIBUTIONS
PUBLIC EMP RETIREMENT PR - 11/8/24 ER PEPRA SA 11/19/2024 RETIREMENT 2,557.37

CONTRIBUTIONS
Fund 099 • PAYROLL TRUST FUND Total: 14,129.26
Vendor PUBLIC EMP RETIREMENT SYSTEM Total: 14,129.26
Vendor: SAFE T LITE
Fund: 201 - MEASURE V
SAFE T LITE 400929 11/19/2024 PW USA MARKING PAINT 335.32 SAFE T LITE 401038 11/19/2024 PW GLASS BEADS FOR 173.39

REFLECTIVITY OF STRIPING
Fund 201 - MEASURE V Total: 508.71
Vendor SAFE T LITE Total: 508.71
Vendor: SOKNIRORN THAN
Fund: 001 - GENERAL FUND
SOKNIRORN THAN 11/05/2024 REIMB 11/19/2024 QSP RECERTIFICATION 145.00 Fund 001 - GENERAL FUND Total: 145.00
Vendor SOKNIRORN THAN Total: 145.00
Vendor: STANTEC CONSULTING SERVICES INC (SCSI)
Fund: 108 - REGIONAL TRANSPORTATION IMPACT FEES
STANTEC CONSULTING SER 2304060 11/19/2024 CORP MAINT YARD WELL 45,916.00

DECOMMISSIONING OCT
2024
Fund 108 - REGIONAL TRANSPORTATION IMPACT FEES Total: 45,916.00

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Payable Number Amount
12,695.30
58,611.30
12,695.30
Post Date Description (Item)
11/19/2024 CORP MAINTYARD WELL

DECOMMISSIONING OCT
2024
Fund 200 - REGIONAL MEASURE V Total:

Vendor STANTEC CONSULTING SERVICES INC (SCSI) Total:

Vendor Name
Fund: 200 - REGIONAL MEASURE V
STANTEC CONSULTING SER 2304060
11/19/2024
11/19/2024
Vendor: STATE STREET BANK & TRUST COMPANY
Fund: 099 - PAYROLL TRUST FUND
STATE STREET BANK & TRU PR - 11/8/24
STATE STREET BANK & TRU PR -11.8.24

PAYROLL DEDUCTIONS

PAYROLL DEDUCTIONS
Fund 099 - PAYROLL TRUST FUND Total:

Vendor STATE STREET BANK & TRUST COMPANY Total:
998.08
173.08
1,171.16
1,171.16
Vendor: SUMEET SINGH
Fund: 403- AMERICAN RESCUE PLAN ACT FUND (ARPA)
SUMEET SINGH 811
2,586.00
2,586.00
1,293.00
1,293.00
Vendor SU MEET SINGH Total:
11/19/2024
11/19/2024 PD OP SUPPLIES ­
GRAPHICS FORD #1
PD OP SUPPLIES ­
GRAPHICS FORD #2
Fund 403 - AMERICAN RESCUE PLAN ACT FUND (ARPA) Total:

SUMEET SINGH 812
Vendor: SYNERGY RACE TIMING
Fund: 019 • RECREATION FUND
SYNERGY RACE TIMING 159 11/19/2024 REC COLOR RUN TIMER
Fund 019- RECREATION FUND Total:

Vendor SYNERGY RACE TIMING Total:
975.00
975.00
975.00
11/19/2024
Vendor: TESLA ENERGY OPERATIONS, INC
Fund: 061 - SEWER FUND
TESLA ENERGY OPERATIO 35142788 WWP ELECTRICAL
10/01/24- 10/31/24
Fund 061- SEWER FUND Total:

Vendor TESLA ENERGY OPERATIONS, INC Total:
9,294.49
9,294.49
9,294.49
Vendor: TRI COUNTIES BANK CARDMEMBER SERVICES
Fund: 001 • GENERAL FUND
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 10/01/2024 - 10/31/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 10/01/2024- 10/31/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 10/01/2024 - 10/31/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 10/01/2024 - 10/31/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 10/01/2024 - 10/31/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 10/01/2024- 10/31/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOT0 11/19/2024 TELEPHONE SERVICE 10/01/2024- 10/31/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 10/01/2024- 10/31/2024
TRI COUNTIES BANK CARD 10/13/24 JM ADOBE 11/19/2024 ADOBE ACCT FOR LAPTOP 10/13/24-11/12/2024
TRI COUNTIES BANK CARD 10/17/2024 JW ACE ACAD 11/19/2024 ACE RECERTIFICATION FEE TRI COUNTIES BANK CARD 10/03/2024 MC SOVANAS 11/19/2024 GSO RECRUITMENT

INERVIEW PANEL

2.09 2.09

2.09 2.09
417.60

2.09 2.09

2.09 19.99
150.00

9.88

Warrant list Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount TRI COUNTIES BANK CARD 10/03/2024 MC WOLFSEN 11/19/2024 GSO RECRUITMENT 48.65

INTERVIEW PANEL
TRI COUNTIES BANK CARD 10/07/2024 MC MERCED 11/19/2024 CONFORMED COPY - CFD 7.50 2024-1 MAP
TRI COUNTIES BANK CARD 10/09/2024 MC WALMAR 11/19/2024 EAL 2024 360.25 TRI COUNTIES BANK CARD 10/10/2024 MC AMAZON 11/19/2024 EAL 2024 21.63 TRI COUNTIES BANK CARD 10/10/2024 MC FREMONT 11/19/2024 SYMPATHY 241.38

ARRANGEMENT CM
TRI COUNTIES BANK CARD 10/11/2024 MC AMAZON 11/19/2024 EAL 2024 211.66 TRI COUNTIES BANK CARD 10/11/2024 MC AMAZON 11/19/2024 EAL 2024 329.67 TRI COUNTIES BANK CARD 10/15/2024 MC UBER 11/19/2024 LEAGUE OF CITIES 33.99

CONFERENCE

TRANSPORTATION
TRI COUNTIES BANK CARD 10/15/2024 MC WALMAR 11/19/2024 EAL 2024 91.69 TRI COUNTIES BANK CARD 10/18/2024 MC HYATT HO 11/19/2024 LEAGUE OF CITIES 1,726.74

ANNUAL CONFERENCE LO
TRI COUNTIES BANK CARD 10/18/2024 MC HYATT HO 11/19/2024 LEAGUE OF CITIES 1,804.59

ANNUAL CONFERENCE LO
TRI COUNTIES BANK CARD 10/18/2024 MC SPRING Al 11/19/2024 LEAGUE OF CITIES 36.17

CONFERENCE AIRPORT

PARKING
TRI COUNTIES BANK CARD 10/09/2024 RC AMAZON 11/19/2024 CAR COVER - MARTINEZ 134.18 TRI COUNTIES BANK CARD 10/24/2024 RC GUERRER 11/19/2024 VEHICLE 505 REPAIR 56.65 10/24/2024
TRI COUNTIES BANK CARD 10/18/2024 ST HYATT HOT 11/19/2024 LEAGUE OF CAL CITIES 1,726.74

CONFERENCE (LONG
BEACH)
TRI COUNTIES BANK CARD 10/18/2024 ST PIKE LONG 11/19/2024 LEAGUE OF CITIES PARKIN 48.00 Fund 001 - GENERAL FUND Total: 7,491.59
Fund: 009 - COMMUNITY CENTER FUND
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 8.35 10/01/2024 - 10/31/2024
Fund 009 - COMMUNITY CENTER FUND Total: 8.35
Fund: 016 - SWIM POOL FUND
TRI COUNTIES BANK CARD 10/01/2024JM GOTO 11/19/2024 TELEPHONE SERVICE 8.35 10/01/2024 - 10/31/2024
---- - Fund 016 - SWIM POOL FUND Total: 8.35
Fund: O19 - RECREATION FUND
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024 TELEPHONE SERVICE 8.35 10/01/2024- 10/31/2024
TRI COUNTIES BANK CARD 10/03/2024 TV WALMART 11/19/2024 KIDS FISHING '24 - BAIT & 70.47 LUNCH
TRI COUNTIES BANK CARD 10/25/2024 TV WALMART 11/19/2024 HALLOWEEN '24 - PRIZES 175.00 TRI COUNTIES BANK CARD 10/30/2024 JM FAMILY D 11/19/2024 HALLOWEEN '24 - DECOR 21.22 Fund 019- RECREATION FUND Total: 275.04
Fund: 047 - FIREWORKS
TRI COUNTIES BANK CARD 10/28/2024 TV CITY OF G 11/19/2024 COLOR RUN '24 - SHIRTS 150.00

FOR GUSTINE ROYALTY
Fund 047- FIREWORKS Total: 150.00
Fund: 060 - WATER FUND
TRI COUNTIES BANK CARD 10/01/2024 GI NITRO 11/19/2024 12 MONTH SUBSCRIPTION 179.88

NITRO PRO
TRI COUNTIES BANK CARD 10/02/2024 GI IONOS 11/19/2024 CLOUD SERVICE FOR SCAD 25.00 TRI COUNTIES BANK CARD 10/24/24 Gl IONOS 11/06/2024 SCADA CLOUD SERVICES 25.00

Warrant List
Vendor Name Payable Number Post Date
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024
Fund: 061 - SEWER FUND
TRI COUNTIES BANK CARD 10/16/2024 GI TITAN 11/19/2024
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024
Fund: 062 - REFUSE
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024
Fund: 063 - AIRPORT FUND
TRI COUNTIES BANK CARD 10/01/2024 JM GOTO 11/19/2024
TRI COUNTIES BANK CARD 10/18/2024 JW ELIKA 11/19/2024
Description {Item)

TELEPHONE SERVICE
10/01/2024- 10/31/2024
Fund 060 - WATER FUND Total:

FLAT MOWER BLADES

TELEPHONE SERVICE
10/01/2024 -10/31/2024
Fund 061 - SEWER FUND Total:

TELEPHONE SERVICE
10/01/2024 - 10/31/2024
Fund 062 - REFUSE Total:

TELEPHONE SERVICE
10/01/2024- 10/31/2024

AIRPORT GATE OPENER
CARD READER 9/19 -10/1
Fund 063 - AIRPORT FUND Total:

Amount
146.16
376.04
125.51
146.16
271.67

83.52 83.52

2.09 59.48

61.57 Post Dates: 11/06/2024 - 11/19/2024
Fund: 093- INSURANCE TRUST FUND {RENTAL)
TRI COUNTIES BANK CARD 10/07/2024 TV HUB (1)
TRI COUNTIES BANK CARD 10/18/2024 TV HUB (3)

INS-MELISSA VILLEGAS
RENTAL 10/12/2024
11/19/2024 INSURANCE - GREGORY
GILSTRAP RENTAL 10/20
Fund 093 -INSURANCE TRUST FUND (RENTAL) Total:

68.59 86.74
155.33
11/19/2024
Fund: 201- MEASURE V
TRI COUNTIES BANK CARD 10/29/2024 Gl TRAFFIC SA 11/19/2024 BARRICADE LIGHTS 487.31 487.31
9,368.77
Fund 201 - MEASURE V Total:

Vendor TRI COUNTIES BANK CARD MEMBER SERVICES Total:

Vendor: TURLOCK SPAY NEUTER CLINIC LLC
Fund: 001- GENERAL FUND
TURLOCK SPAY NEUTER CU 2194949
TURLOCK SPAY NEUTER CU 2211226
TURLOCK SPAY NEUTER CU 2218820

PD SPAY/NEUTER
BOURCHER ON 7/31/2024

PD SPAY/NEUTER
BOURCHER ON 9/3/24­
9/12/24

PD SPAY/NEUTER
BOURCHER ON 10/3/2024
Fund 001- GENERAL FUND Total:

Vendor TURLOCK SPAY NEUTER CLINIC LLC Total:

95.00 285.00

95.00 475.00
475.00
11/19/2024
11/19/2024
11/19/2024
Vendor: TYLER BUSINESS FORMS
Fund: 001 - GENERAL FUND
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES W-2 0R 1099
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES W-2OR 1099
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES W-2 OR 1099
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES w-2 0OR 1099
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES W-20R 1099
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES I
w-20R 1099
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES W-2 OR 1099

2.83 2.83

1.41 2.83

2.83 2.83

1.41

Warrant List Post Dates: 11/06/2024- 11/19/2024
Vendor Name Payable Number Post Date Description {Item) Amount TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES 2.83 w-2 OR 1099
Fund 001- GENERAL FUND Total: 19.80
Fund: 009 - COMMUNITY CENTER FUND
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES 5.65 W-2 OR 1099
Fund 009 - COMMUNITY CENTER FUND Total: 5.65
Fund: 016 - SWIM POOL FUND
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES 5.65 W-2 OR 1099
Fund 016- SWIM POOL FUND Total: 5.65
Fund: 019 - RECREATION FUND
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES 5.65 W-2 OR 1099
Fund 019 - RECREATION FUND Total: 5.65
Fund: 060 - WATER FUND
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES 93.28 W-2 OR 1099
Fund 060 - WATER FUND Total: 93.28
Fund: 061- SEWER FUND
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES 96.10 W-2OR 1099
Fund 061- SEWER FUND Total: 96.10
Fund: 062 - REFUSE
TYLER BUSINESS FORMS 96522 11/19/2024 FIN WINDOW ENVELOPES 56.53 W-2OR 1099
Fund 062 - REFUSE Total: 56.53
Vendor TYLER BUSINESS FORMS Total: 282.66
Vendor: TYLER TECHNOLOGIES, INC.

Fund: 001 - GENERAL FUND
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 2.50

MANAGEMENT INSTALLED

ACCOUNTS
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 2.50

MANAGEMENT INSTALLED

ACCOUNTS
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 1.25

MANAGEMENT INSTALLED

ACCOUNTS
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 2.50

MANAGEMENT INSTALLED

ACCOUNTS
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 2.50

MANAGEMENT INSTALLED

ACCOUNTS
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 2.50

MANAGEMENT INSTALLED

ACCOUNTS
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 1.25

MANAGEMENT INSTALLED

ACCOUNTS
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 2.50

MANAGEMENT INSTALLED

ACCOUNTS
Fund 001- GENERAL FUND Total: 17.50

Warrant List Post Dates: 11/06/2024 -11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Fund: 009 - COMMUNITY CENTER FUND
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 5.00

MANAGEMENT INSTALLED

ACCOUNTS
Fund 009 - COMMUNITY CENTER FUND Total: 5.00
Fund: 016 - SWIM POOL FUND
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 5.00

MANAGEMENT INSTALLED

ACCOUNTS
-
Fund 016 - SWIM POOL FUND Total: 5.00
Fund: 019 - RECREATION FUND
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PRO 5.00

MANAGEMENT INSTALLED
ACCOUNTS -- -- Fund 019 - RECREATION FUND Total: 5.00
Fund: 060 - WATER FUND
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 82.50

MANAGEMENT INSTALLED

ACCOUNTS
Fund 060 - WATER FUND Total: 82.50
Fund: 061 - SEWER FUND
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 85.00

MANAGEMENT INSTALLED

ACCOUNTS
Fund 061- SEWER FUND Total: 85.00
Fund: 062 - REFUSE
TYLER TECHNOLOGIES, IN 025-480199 11/19/2024 SOFTWARE PROJ 50.00

MANAGEMENT INSTALLED

ACCOUNTS
Fund 062 - REFUSE Total: 50.00
Vendor TYLER TECHNOLOGIES, INC. Total: 250.00
Vendor: U.S BANK EQUIPMENT FINANCE
Fund: 001- GENERAL FUND
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 20.48 - 11/20/2024
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 20.48 - 11/20/2024
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 20.48 - 11/20/2024
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 102.42 - 11/20/2024
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 20.48 - 11/20/2024
Fund 001 - GENERAL FUND Total: 184.34
Fund: 019 - RECREATION FUND
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 204.85 - 11/20/2024
Fund 019 - RECREATION FUND Total: 204.85
Fund: 059 - STORM DRAIN
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 20.48 - 11/20/2024
Fund 059 - STORM DRAIN Total: 20.48

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount Fund: 060 - WATER FUND
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 204.83 - 11/20/2024
Fund 060 - WATER FUND Total: 204.83
Fund: 061 - SEWER FUND
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 204.83 - 11/20/2024
Fund 061- SEWER FUND Total: 204.83
Fund: 062 - REFUSE
U.S BANK EQUIPMENT FIN 541178554 11/19/2024 COPIER LEASE 10/20/2024 204.83 - 11/20/2024
Fund 062 - REFUSE Total: 204.83
-
Vendor U.S BANK EQUIPMENT FINANCE Total: 1,024.16
Vendor: VAN DE POL ENTERPRISES
Fund: 001 - GENERAL FUND
VAN DE POL ENTERPRISES CL84630 11/19/2024 FUEL PD/PW VEHICLE 268.99 09/01/24 -09/15/24
VAN DE POL ENTERPRISES CL84630 11/19/2024 FUEL PD/PW VEHICLE 1,600.03 09/01/24- 09/15/24
Fund 001 - GENERAL FUND Total: 1,869.02
Fund: 017- CITY WIDE LIGHTING & LAND
VAN DE POL ENTERPRISES CL84630 11/19/2024 FUEL PD/PW VEHICLE 193.22 09/01/24 -09/15/24
Fund 017 - CITY WIDE LIGHTING & LAND Total: 193.22
Fund: 060 - WATER FUND
VAN DE POL ENTERPRISES CL84630 11/19/2024 FUEL PD/PW VEHICLE 526.61 09/01/24 - 09/15/24
Fund 060 - WATER FUND Total: 526.61
Fund: 061 - SEWER FUND
VAN DE POL ENTERPRISES CL84630 11/19/2024 FUEL PD/PW VEHICLE 526.61 09/01/24 - 09/15/24
­ Fund 061- SEWER FUND Total: 526.61
Vendor VAN DE POL ENTERPRISES Total: 3,115.46
Vendor: VESTIS GROUP, INC
Fund: 001 - GENERAL FUND
VESTIS GROUP, INC 5040381997 11/19/2024 PW DEPT OP SUPPLIES- 21.13

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040381997 11/19/2024 PW DEPT OP SUPPLIES- 21.13

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040385177 11/19/2024 PW DEPT OP SUPPLIES- 5.13

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040385177 11/19/2024 PW DEPT OP SUPPLIES- 5.13

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040388323 11/19/2024 PW DEPT OP SUPPLIES­ 35.23

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040388323 11/19/2024 PW DEPT OP SUPPLIES- 35.23

TOWELS, MOPS, MATS
Fund O01 - GENERAL FUND Total: 122.98
Fund: 060 - WATER FUND
VESTIS GROUP, INC 5040381997 11/19/2024 PW DEPT OP SUPPLIES- 31.69

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040385177 11/19/2024 PW DEPT OP SUPPLIES­ 7.69

TOWELS, MOPS, MATS

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Vendor Name Payable Number Post Date Description (Item) Amount VESTIS GROUP, INC 5040388323 11/19/2024 PW DEPT OP SUPPLIES- 52.84

TOWELS, MOPS, MATS
Fund 060 - WATER FUND Total: 92.22
Fund: 061 - SEWER FUND
VESTIS GROUP, INC 5040381997 11/19/2024 PW DEPT OP SUPPLIES- 31.69

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040385177 11/19/2024 PW DEPT OP SUPPLIES- 7.69

TOWELS, MOPS, MATS
VESTIS GROUP, INC 5040388323 11/19/2024 PW DEPT OP SUPPLIES- 52.84

TOWELS, MOPS, MATS
Fund 061- SEWER FUND Total: 92.22
Vendor VESTIS GROUP, INC Total: 307.42
Vendor: WALLANCE JAMES LEE BROUGHTON
Fund: 001 - GENERAL FUND
WALLANCE JAMES LEE BR 10/28/2024 11/19/2024 PW REPAIRS & MAINT FOR 379.08

BOOM TRUCKS
WALLANCE JAMES LEE BR 11/04/2024 11/19/2024 PW COMMERCIAL 275.78

VEHICLE BIT INSPECTIONS
Fund 001- GENERAL FUND Total: 6S4.86
Vendor WALLANCE JAMES LEE BROUGHTON Total: 654.86
Vendor: WEST WIND STUDIOS
Fund: 019 - RECREATION FUND
WEST WIND STUDIOS INV-000046 11/19/2024 REC VOLUNTEER SHIRTS 163.13

FOR EVENTS
Fund 019 - RECREATION FUND Total: 163.13
Vendor WEST WIND STUDIOS Total: 163.13
Vendor: WINDECKER, INC
Fund: 061 - SEWER FUND
WINDECKER, INC 318697 11/19/2024 PW FUEL 1,111.13
Fund 061 - SEWER FUND Total: 1,111.13
Vendor WINDECKER, INC Total: 1,111.13
Vendor: YANCEY LUMBER co
Fund: 001 - GENERAL FUND
YANCEY LUMBER CO A2022148861 11/19/2024 PW OP SUPPLIES - TREE 46.98 STAKES
Fund O1 - GENERAL FUND Total: 46.98
Fund: 060 - WATER FUND
YANCEY LUMBER CO R2022056987 11/19/2024 PW RED BRICKS FOR 10.79

METER BOXES
--·- - -------
Fund 060 - WATER FUND Total: 10.79
Vendor YANCEY LUMBER CO Total: 57.77
Grand Total: 660,172.20

Warrant List
Fund Summary
Fund
001 - GENERAL FUND
009- COMMUNITY CENTER FUND
010- GAS TAX 2105 FUND
016- SWIM POOL FUND
017-CITY WIDE LIGHTING & LAND
019- RECREATION FUND
020- CMAQ
047 - FIREWORKS
059 -STORM DRAIN
060- WATER FUND
061- SEWER FUND
062 - REFUSE
063 - AIRPORT FUND
074 - ASSESS - BORRELLI
093 - INSURANCE TRUST FUND I RENTAL)
099- PAYROLL TRUST FUND
108 - REGIONAL TRANSPORTATION IMPACT FEES
200 - REGIONAL MEASURE V
201- MEASURE V
403- AMERICAN RESCUE PLAN ACT FUND (ARPA)
Grand Total:

Payment Amount
92,509.16
849.44
752.33
13,874.31
4,078.73
4,825.75
338,393.79
382.11
688.19
21,669.71
51,117.28
2,192.86
220.75
392.77
155.33
16,442.11
45,916.00
56,537.80
6,587.78
2,586.00
660,172.20
Post Dates: 11/06/2024 - 11/19/2024
Report Summary
Account Number
001-0000-300.011
001-0000-300.014
001-0000-300.018
001-0000-300.020
001-0000-300.023
001-0000-300.045
001-0000-300.101
001-0110-520.010-00
001-0110-530.089-00
001-0110-530.091-00
001-0110-530.201-00
001-0110-540.039-00
001-0120-520.010-00
001-0120-530.009-00
001-0120-530.011-00
001-0120-530.091-00
001-0120-530.201-00
001-0120-540.039-00
001-0140-520.000-00
001-0140-520.010-00
001-0140-530.011-00
001-0140-530.014-00
001-0140-530.090-00
001-0140-530.201-00
001-0140-540.039-00
001-0141-530.201-00
001-0142-520.010-00
001-0142-530.011-00
001-0142-530.091-00
001-0142-530.201-00
001-0142-540.039-00
001-0150-520.040-00
001-0150-530.011-00
Account Summary
Account Name

CHCACUP

UNWIRED

KATAKIS
7 STAR SMOKE SHOP CU
602 JENSEN - PC APPEAL
1301 LUCERNE - NEW A

KATAKIS - CFD GOALS &

DEPT OPERATING SUPPL

COMMUNITY PROMOTI

MEETINGS & TRAINING
0TH ER CONTRACT SERVI

MAINTENANCE CONTRA

DEPT OPERATING SUPPL

OTHER PROFESSIONALS

TELEPHONE & INTERNET

MEETINGS & TRAINING
0TH ER CONTRACT SERVI

MAINTENANCE CONTRA

OFFICE SUPPLIES

DEPT OPERATING SUPPL

TELEPHONE & INTERNET

POSTAGE
MEMBERSHIPS/SUBSCRl

OTHER CONTRACT SERVI

MAINTENANCE CONTRA

OTHER CONTRACT SERVI

DEPT OPERATING SUPPL

TELEPHONE & INTERNET

MEETINGS & TRAINING

OTHER CONTRACT SERVI

MAINTENANCE CONTRA
FUEL

TELEPHONE & INTERNET
Payment Amount
337.50
2,853.90
8,623.28
675.00
1,755.00

67.50 10,615.17

5.28 241.38
2,262.63

58.42 21.70

9.00 231.31

5.39 1,919.74

20.48 1,509.20

9.00 5.28

5.39 63.93

19.99 117.86

10.84 2,406.20

63.41 5.39
2,811.80

20.48 21.70
268.99

5.39

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Account Summary
Account Number Account Name Payment Amount
001-0150-530.060-00 ELECTRIC 1,870.70
001-0150-530.062-00 GAS 65.05
001-0150-540.011-00 FACILITIES 71.66
001-0150-540.039-00 MAINTENANCE CONTRA 21.70
001-0210-520.000-00 OFFICE SUPPLIES 195.19
001-0210-520.010-00 DEPT OPERATING SUPPL 26.42
001-0210-520.030-00 MOTOR VEHICLE EX PEN 804.77
001-0210-520.040-00 FUEL 1,600.03
001-0210-530.009-00 OTHER PROFESSIONALS 500.00
001-0210-530.011-00 TELEPHONE & INTERNET 1,077.74
001-0210-530.060-00 ELECTRIC 38.75
001-0210-530.091-00 MEETINGS & TRAINING 1,315.80
001-0210-530.201-00 OTHER CONTRACT SERVI 29,267.10
001-0210-540.040-00 FACILITIES 71.66
001-0220-520.010-00 DEPT OPERATING SUPPL 90.83
001-0220-530.060-00 ELECTRIC 2,326.78
001-0220-530.062-00 GAS 1,775.63
001-0230-520.010-00 DEPT OPERATING SUPPL 300.00
001-0230-530.030-00 ADVERTISING 199.43
001-0230-530.057-00 ANIMAL REG 475.00
001-0230-530.091-00 MEETINGS & TRAINING 58.53
001-0410-530.009-00 OTHER PROFESSIONALS 5,148.57
001-0410-530.011-00 TELEPHONE 5.39
001-0410-530.030-00 ADVERTISING 160.00
001-0410-540.039-00 MAINTENANCE CONTRA 21.70
001-0420-530.009-00 0TH ER PROFESSIONALS 4,782.50
001-0460-520.010-00 DEPT OPERATING SUPPL 9.00
001-0460-530.011-00 TELEPHONE 5.39
001-0460-530.090-00 MEMBERSHIPS & DUES 150.00
001-0460-530.201-00 OTHER CONTRACT SERVI 20.48
001-0460-540.039-00 MAINTENANCE CONTRA 10.84
001-0610-520.010-00 DEPT OPERATING SUPPL 886.51
001-0610-520.011-00 UNIFORM ALLOWANCE 264.48
001-0610-520.030-00 MOTOR VEHICLE EXPEN 743.43
001-0610-5$30.011-00 TELEPHONE 5.39
001-0610-530.060-00 ELECTRIC 87.87
001-0610-530.072-00 OTHER EQUIPMENT REP 683.31
001-0610-530.080-00 EQUIPMENT RENTAL 214.67
001-0610-530.201-00 OTHER CONTRACT SERVI 87.63
001-0610-540.039-00 MAINTENANCE CONTRA 21.70
009-0150-520.010-00 DEPT OPERATING SUPPL 55.69
009-0150-530.011-00 TELEPHONE 21.56
009-0150-530.060-00 ELECTRIC 25.27
009-0150-530.062-00 GAS 207.55
009-0150-530.201-00 OTHER CONTRACT SERVI 87.63
009-0150-540.011-00 BUILDINGS 408.36
009-0150-540.039-00 MAINTENANCE CONTRA 43.38
010-0310-700.000-00 CAPITAL IMPROVEMENT 752.33
016-0613-520.010-00 DEPT OPERATING SUPPL 5.28
016-0613-520.012-00 AQUATICS CENTER SUPP 27.37
016-0613-530.011-00 TELEPHONE 21.56
016-0613-530.060-00 ELECTRIC 13,275.81
016-0613-530.201-00 OTHER CONTRACT SERVI 438.15
016-0613-540.030-00 MACHINERY & EQUIPME 62.76
016-0613-540.039-00 MAINTENANCE CONTRA 43.38
017-0260-530.060-00 ELECTRIC 3,885.51
017-0610-520.040-00 FUEL 193.22
019-0440-520.030-00 DEPT OPERATING SUPPL 1,509.60

Warrant List Post Dates: 11/06/2024 - 11/19/2024
Account Summary
Account Number Account Name Payment Amount
019-0613-520.010-00 DEPT OPERATING SUPPL 379.54
019-0613-520.040-00 DEPT OPS SUPPLIES - FIS 70.47
019-0613-530.011-00 TELEPHONE 21.56
019-0613-530.060-00 ELECTRIC 24.65
019-0613-530.201-00 OTHER CONTRACT SERVI 204.85
019-0613-540.039-00 MAINTENANCE CONTRA 43.38
019-0613-613.020-00 DEPT OPS SUPPLIES -CO 2,426.87
019-0613-613.030-00 DEPT OPS SUPPLIES - CH 144.83
020-0310-700.000-00 CAPITAL IMPROVEMENT 338,393.79
047-0704-520.011-00 DEPT OPERATING SUPPL 382.11
059-0140-530.014-00 POSTAGE 25.55
059-0140-530.201-00 OTHER CONTRACT SERVI 15.61
059-0730-520.010-00 DEPT OPERATING SUPPL 102.37
059-0730-530.095-00 PROPERTY TAXES 524.18
059-0730-530.201-00 OTHER CONTRACT SERVI 20.48
060-0140-530.014-00 POSTAGE 422.06
060-0140-530.201-00 OTHER CONTRACT SERVI 256.93
060-0710-520.010-00 DEPT OPERATING SUPPL 8,025.57
060-0710-520.011-00 UNIFORM ALLOWANCE 416.03
060-0710-520.040-00 FUEL 526.61
060-0710-530.009-00 OTHER PROFESSIONALS 470.00
060-0710-530.011-00 TELEPHONE 377.20
060-0710-530.060-00 ELECTRIC 5,667.69
060-0710-530.090-00 MEMBERSHIPS/SUBSCRI 2,099.68
060-0710-530.094-00 LICENSES & PERM IT FEE 25.00
060-0710-530.201-00 OTHER CONTRACT SERVI 974.03
060-0710-540.011-00 FACILITIES 107.48
060-0710-540.030-00 MACHINERY & EQUIPME 1,585.59
060-0710-540.039-00 MAINTENANCE CONTRA 715.84
061-0140-530.014-00 POSTAGE 422.06
061-0140-530.201-00 OTHER CONTRACT SERVI 256.93
061-0520-520.010-00 DEPT OPERATING SUPPL 1,580.76
061-0520-520.011-00 UNIFORM ALLOWANCE 452.92
061-0520-520.040-00 FUEL 1,637.74
061-0520-530.009-00 OTHER PROFESSIONALS 3,054.50
061-0520-530.011-00 TELEPHONE 377.20
061-0520-530.060-00 ELECTRIC 11,168.45
061-0520-530.072-00 OTHER EQUIPMENT REP 9,833.03
061-0520-530.095-00 TAXES 10,804.26
061-0520-530.201-00 OTHER CONTRACT SERVI 10,684.41
061-0520-540.011-00 FACILITIES 107.49
061-0520-540.039-00 MAINTENANCE CONTRA 737.53
062-0140-530.014-00 POSTAGE 345.34
062-0140-530.201-00 OTHER CONTRACT SERVI 210.21
062-0510-520.000-00 OFFICE SUPPLIES 52.84
062-0510-530.011-00 TELEPHONE & INTERNET 215.56
062-0510-530.201-00 OTHER CONTRACT SERVI 935.08
062-0510-540.039-00 MAINTENANCE CONTRA 433.83
063-0340-530.011-00 TELEPHONE 5.37
063-0340-530.060-00 ELECTRIC 155.90
063-0340-530.201-00 OTHER CONTRACT SERVI 59.48
074-0610-530.060-00 ELECTRIC 392.77
093-0000-220.070 INSURANCE TRUST 155.33
099-0000-220.050 PERS PAYABLE 14,129.26
099-0000-220.071 POA DEDUCT PAYABLE 480.00
099-0000-220.081 UNION DUES PAYABLE 280.00
099-0000-220.092 CAL PERS 457 DEF COMP 1,171.16
099-0000-220.097 CALIFORNIA STATE DI5B 381.69

Warrant list
Account Number
108-0310-700.000-00
200-0310-700.000-00
201-0310-520.010-00
201-0310-700.000-00
403-0000-530.009-00
Project Account Key
None
Account Summary
Account Name

CAPITAL IMPROVEMENT

CAPITAL IMPROVEMENT

DEPT OPERATING SUPPL

CAPITAL IMPROVEMENT

OTHER CONTRACT SERVI
Grand Total:

Project Account Summary
Grand Total:

Payment Amount
45,916.00
56,537.80
3,251.62
3,336.16
2,586.00
660,172.20
Payment Amount
660,172.20
660,172.20
Post Dates: 11/06/2024- 11/19/2024

TREASURER'S REPORT
Month Ending October 31, 2024
Balance Balance
Accounts Beginning of Month Deposits Withdrawals End of Month State of California Local Agency $ 5,445,754.81 $ 64,580.87 $ $ 5,510,335.68 Investment Fund General Checking Account $ 7,017,216.84 $ 938,666.65 $ 1,188,079.60 $ 6,767,803.89 Payroll Account $ 646,441.99 $ 184,561.94 $ 183,603.91 $ 647,400.02 Total Cash and Investments $ 13,109,413.64 $ 1,187,809.46 $ 1,371,683.51 $ 12,925,539.59 (The following statements are required by California Government Code Section 53646 (b) (2.3)) Investments are made pursuant to the City Council approved Investment Policy and Guidelines. eves, G»oElir\},asst
hu.a.

ITEM NO. 4

COUNCIL AGENDA ITEM
NOVEMBER 19, 2024
PREPARED BY: City Attorney, Best Best & Krieger LLP
SUBJECT: Waive 2n Reading and Adopt Ordinance Authorizing the Levy or Special Taxes in Gustine Community Facilities District No, 2024- 1 (Public Safety and Stormwater and Parks Maintenance Services)

BACKGROUND/DISCUSSION
At their regular meeting on November 5, 2024, the City Council established the Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services) (CFD 2024-1) in the City of Gustine, County of Merced, California. At that same meeting, the Council called a special election, and declared the results of the special election. The Council also waived the first reading of an Ordinance, acting as the governing body of CFD 2024-1, levying special taxes within the CFD 2024-1 boundaries.

DISCUSSION
During the prior meeting, the Council was advised of the following remaining action items related to CFD 2024-1 :
• Record a notice of special tax lien pursuant to the Act with the County of Merced Recorder's Office;
• Conduct a second reading of the Ordinance; and
• Publish the Ordinance in the newspaper.

The notice of special tax lien has been recorded with Merced County. This agenda item will satisfy the second bullet on the list, and the ordinance will be published promptly upon successful adoption.

Ordinances require a first, and second reading, both of which may be waived with an action of the Council, prior to adoption. Tonight's item is the second step in the establishment of the ordinance levying special taxes within the CFD 2024-1 boundaries.

FISCAL IMPACT
None.

RECOMMENDATION
Staff recommends that the City Council waive the second reading of an Ordinance authorizing the levy of special taxes in Gustine Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services).

EXHIBIT(S)
A) Ordinance Authorizing the Levy of Special Taxes in Gustine Community Facilities District No. 2024-1 (Public Safety and Storm Water and Parks Maintenance Services)
-1 APPROVED BY: _
Soknirorn Than, City Manager

ORDINANCE NO. XXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GUSTINE, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF GUSTINE COMMUNITY FACILITIES DISTRICT NO. 2024-1 (PUBLIC SAFETY AND STORMWATER AND PARKS MAINTENANCE SERVICES),

COUNTY OF MERCED, STATE OF CALIFORNIA AUTHORIZING THE LEVY OF SPECIAL TAXES IN

SUCH COMMUNITY FACILITIES DISTRICT
WHEREAS, the City Council (the "City Council") of the City of Gustine, California (the "City"), has initiated proceedings, held a public hearing, conducted an election and received a favorable vote from the qualified electors authorizing the levy of special taxes in the community facilities district, all as authorized pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act of 1982", being Chapter 2.5, Part

1. Division 2, Title 5 of the Government Code of the State of California (the "Act"). This community facilities district shall hereinafter be referred to as the City of Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services), County of Merced, State of California ("CFD No. 2024-1 ").

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GUSTINE, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2024-1, DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. This City Council does, by the passage of this Ordinance, authorize the levy of special taxes on taxable properties located in CFD No. 2024-1 pursuant to the Rate and Method of Apportionment for CFO No. 2024-1 as set forth in Exhibit A attached hereto and incorporated herein by this reference (the "Rate and Method").

SECTION 2. This City Council, acting as the legislative body of CFO No. 2024-1, is hereby further authorized, by resolution, to annually determine the special tax to be levied within CFD No. 2024-1 for the then current tax year or future tax years; provided, however, the special tax to be levied shall not exceed the maximum special tax authorized to be levied pursuant to the Rate and Method.

SECTION 3. The special taxes herein authorized to be levied, to the extent possible, shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale and lien priority in any case of delinquency as applicable for ad valorem taxes; provided, however, CFO No. 2024-1 may utilize a direct billing procedure for any special taxes that cannot be collected on the County of Merced tax roll or may, by resolution, elect to collect the special taxes at a different time or in a different manner if necessary to meet its financial obligations.

SECTION 4. The special taxes authorized to be levied shall be secured by the lien imposed pursuant to Section 3 1 1 4. 5 and 3 11 5 . 5 of the California Streets and Highways Code, which lien shall be a continuing lien and shall secure each levy of the special taxes. The lien of the Special Tax (as defined in the Rate and Method) shall continue in force and effect until the City no longer provides the services and the lien canceled in accordance with law or until the Special Tax ceases to be levied by the City Counci l.

SECTION 5. This Ordinance shall be effective thirty (30) days after its adoption.

Within fifteen ( 15) days after its adoption, the City Clerk shall cause this Ordinance to be published in a newspaper of general circulation in the City.

Introduced at a regular meeting of the City Council of the City of Gustine, California, on November 5, 2024.

PASSED and ADOPTED by the City Council of the City of Gustine this 19 day of November, 2024, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

APPROVED:

Patrick Nagy, Mayor
City of Gustine
ATTEST:

Melanie Correa, City Clerk
City of Gustine

EXHIBIT A

RATE AND METHOD OF APPORTIONMENT FOR

CITY OF GUSTINE
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(PUBLIC SAFETY AND STORMWATER AND PARKS MAINTENANCE SERVICES) A Special Tax as hereinafter defined shall be levied on all Assessor's Parcels in the City of Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services) ("CFO No. 2024-1 ") and collected each Fiscal Year commencing in Fiscal Year 2025-2026, in an amount determined by the CFO Administrator, according to the method of apportionment set forth herein. All of the real property in CFO No. 2024-1, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. All Special Taxes collected hereunder shall only be used for the Special Tax Requirement, as hereinafter defined, and for no other purpose.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the actual or reasonably estimated costs directly related to the formation and administration of CFO No. 2024-1 including, but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County or otherwise); the costs to the City, CFO No. 2024-1 or any designee thereof of complying with City or CFO No. 2024-1 disclosure requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, CFO No. 2024-1 or any designee thereof related to an appeal of the Special Tax; and the City's annual administration fees and third-party expenses. Administrative Expenses shall also include amounts estimated or advanced by the City or CFO No. 2024-1 for any other administrative purposes of CFO No. 2024-1, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of property due to delinquent Special Taxes.
"Assessor's Parcel" means any real property to which an Assessor's parcel number is assigned as shown on an Assessor's Parcel Map. "Assessor's Parcel Map" means an official map of the County Assessor of the County designating parcels by Assessor's parcel number.

"Authorized Services" means the services provided by the City including (i) maintenance and lighting of parks, parkways, streets, roads, and open space, (ii) graffiti removal, (iii) fire protection and suppression services, (iv) police protection services, and (v) any other services authorized to be financed pursuant to the Act. "Central California Irrigation District" means the Central California Irrigation District.
"CFD Administrator" means the official of the City, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes.
"CFD No. 2024-1" means the City of Gustine Community Facilities District No. 2024-1 (Public Safety and Stormwater and Parks Maintenance Services). "City" means the City of Gustine.
"Consumer Price Index" means the Consumer Price Index published by the U.S.

Bureau of Labor Statistics for "All Urban Consumers" in the San Francisco - Oakland - Hayward Area, measured as of the end of December in the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Consumer Price Index shall be another index as determined by the CFO Administrator that is reasonably comparable to the Consumer Price Index for the San Francisco - Oakland - Hayward Area.
"Council" means the City Council of the City, acting as the legislative body of CFO No. 2024-1.
"County" means the County of Merced.
"Developed Property" means, for each Fiscal Year, all Taxable Property for which a building permit for the construction of one or more new residential dwelling units or for a non-residential use was issued after January 1, 2024 and on or before January 1 preceding the Fiscal Year in which the Special Tax is being levied (i.e., a building permit for new construction issued prior to January 1, 2025 would be considered Developed Property beginning in Fiscal Year 2025-2026). "Fiscal Year" means the period starting July 1 and ending on the following June

30. "Land Use Class" means any of the land use classes listed in Table 1 below. "Maximum Annual Special Tax" means the Maximum Annual Special Tax, determined in accordance with Section C.1 below, that can be levied in any Fiscal Year on any Assessor's Parcel of Developed Property within CFO No. 2024-1.

"Non-Residential Property" means all Assessor's Parcels of Developed Property for which a building permit(s) was issued for a non-residential use. "Property Owner Association Property" means, for each Fiscal Year, any property within the boundaries of CFO No. 2024-1 that was owned by a property owner association, including any master or sub-association, as of January 1 of the prior Fiscal Year.
"Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levy to the Maximum Annual Special Tax is equal for all Assessor's Parcels of Developed Property, except to the extent that the Special Tax levy on Developed Property is limited as described in Section D below. "Public Property" means, for each Fiscal Year, (i) any property within the boundaries of CFO No. 2024-1 that was owned by or irrevocably offered for dedication to the federal government, the State, the City, Central California Irrigation District, or any other public agency as of January 1 of the previous Fiscal Year; provided however that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified in accordance with its use; and (ii) any property within the boundaries of CFO No. 2024-1 that was encumbered, as of January 1 of the previous Fiscal Year, by- an unmanned utility easement making impractical its utilization for other than the purpose set forth in the easement.
"Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units.
"Special Tax" means the annual special tax to be levied in each Fiscal Year on each Assessor's Parcel of Developed Property to fund the Special Tax Requirement.
"Special Tax Requirement" means that amount required in any Fiscal Year for CFO No. 2024-1 to: (i) pay for Authorized Services; (ii) pay for Administrative Expenses as determined by the CFO Administrator; (iii) pay for reasonably anticipated Special Tax delinquencies based upon the historical delinquency rate for CFO No. 2024-1; less (iv) a credit for funds available to reduce the annual Special Tax levy, as determined by the CFO Administrator. "State" means the State of California.
"Taxable Property" means all of the Assessor's Parcels within the boundaries of CFO No. 2024-1 which are not exempt from the Special Tax pursuant to law or Section E below.

"Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as Developed Property.
"Welfare Exemption Property" means, for each Fiscal Year, an Assessor's Parcel that is (a) receiving a welfare exemption under subdivision (g) of Section 214 of the California Revenue and Taxation Code (or any successor statute), as indicated in the County's assessor's roll finalized as of January 1 of the previous Fiscal Year, and (b) exempt from the Special Tax pursuant to Section 53340(c) of the Act.

B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Taxable Property within CFO No. 2024-1 shall be classified as Developed Property or Undeveloped Property and shall be subject to Special Taxes in accordance with the rate and method of apportionment determined pursuant to Sections C and D below.

Developed Property shall be further classified as Residential Property or NonResidential Property. The Maximum Annual Special Tax for Residential Property shall be based on the number of dwelling units located on such Assessor's Parcel.

The Maximum Special Tax for Non-Residential Property shall be based on the Acreage of such Assessor's Parcel.

C. MAXIMUM ANNUAL SPECIAL TAX

1. Developed Property
a. Maximum Special Tax
The Fiscal Year 2025-2026 Maximum Annual Special Tax is shown below in Table 1.

Table 1
Maximum Annual Special Tax
for Developed Property
Land Use Class Fiscal Year 2025-2026
Maximum Special Tax
Residential Property $1,352 per unit
Non-Residential Property $6,000 per Acre
b. Multiple Land Use Classes

2. In some instances an Assessor's Parcel may contain both Undeveloped Property and Developed Property. Furthermore, Developed Property may contain more than one Land Use Class.

In such cases, the Acreage of the Assessor's Parcel shall be allocated between Developed Property and Undeveloped Property based on the portion of the Assessor's Parcel for which building permits had been issued prior to January 1 of the prior Fiscal Year and the portion of the Assessor's Parcel for which building permits had not been issued prior to January 1 of the prior Fiscal Year. The Acreage that is considered Developed Property shall be allocated between Residential Property and Non-Residential Property based on the site plan. The Maximum Special Tax that can be levied on such Assessor's Parcel shall be the sum of the Maximum Special Tax that can be levied on each type of Developed Property located on that Assessor's Parcel.
c. Increase in the Maximum Special Tax
On each July 1, commencing on July 1, 2026, the Maximum Annual Special Tax shall be increased by the positive percentage increase in the Consumer Price Index with a maximum annual increase of six percent (6%) and a minimum annual increase of two percent (2%) per Fiscal Year.

Undeveloped Property
The Special Tax shall not be levied on Undeveloped Property.

D. APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2025-2026 and for each following Fiscal Year, the Council shall levy the Special Tax so that the amount of the Special Tax equals the lesser of the Special Tax Requirement or the Maximum Annual Special Tax.

The Special Tax shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Maximum Annual Special Tax.

To the extent that the Special Tax Requirement is greater than the aggregate Maximum Annual Special Tax, the Special Tax collected shall first be allocated to pay Administrative Expenses and then to pay for Authorized Services. In no event shall the Special Tax proposed for any Assessor's Parcel in any Fiscal Year exceed the Maximum Special Tax applicable for such Fiscal Year.

Notwithstanding the above, pursuant to Section 53321 (d)(3) of the California Government Code, under no circumstances shall the Special Tax levied in any Fiscal Year against any Assessor's Parcel in CFO No. 2024-1 for which an occupancy permit for private residential use has been issued be increased as a consequence of delinquency or default by the owner or owners of any other

Assessor's Parcel(s) within CFO No. 2024-1 by more than 10% above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults. To the extent that the levy of the Special Tax on Assessor's Parcels of residential property is limited by the provision in the previous sentence, the levy of the Special Tax on all of the Assessor's Parcels of nonresidential property within CFO No. 2024-1 shall continue to increase in equal percentages at up to 100% of the Maximum Special Tax.

E. EXEMPTIONS
The Special Tax shall not be levied on Property Owner Association Property, Public Property, or Welfare Exemption Property. However, should an Assessor's Parcel no longer be classified as Property Owner Association Property, Public Property, or Welfare Exemption Property, its tax-exempt status will be revoked.

F. APPEALS AND INTERPRETATIONS
Any landowner or resident may file a written appeal of the Special Tax on his/her property with the CFO Administrator, provided that the appellant is current in his/her payments of Special Taxes. During the pendency of an appeal, all Special Taxes must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFO Administrator shall review the appeal, meet with the appellant if the CFO Administrator deems necessary, and advise the appellant of its determination. If the CFO Administrator agrees with the appellant, the CFO Administrator shall eliminate or reduce the Special Tax on the appellant's property and/or provide a refund to the appellant. If the CFO Administrator disagrees with the appellant and the appellant is dissatisfied with the determination, the appellant then has 30 days in which to appeal to the Council by filing a written notice of appeal with the City Clerk, provided that the appellant is current in his/her payments of Special Taxes. The second appeal must specify the reasons for its disagreement with the CFO Administrator's determination.

Interpretations may be made by the Council by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment.

G. MANNER OF COLLECTION
The Special Tax will be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFO No. 2024-1 may directly bill the Special Tax, may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor's Parcels as permitted by the Act.

H. TERM OF SPECIAL TAX
The Special Tax shall be levied as long as necessary to meet the Special Tax Requirement.

ITEM NO. 5

COUNCIL AGENDA ITEM
NOVEMBER 19, 2024
PREPARED BY: Gary Ingram, Public Works Director
SUBJECT: Approve Expenditure and Authorize the City Manager to Enter into Contract for Phase 2 of Proposed Tree Maintenance Schedule

BACKGROUND/DISCUSSION
The City's tree maintenance program has taken a long pause. The City's trees are overgrown and are in need of trimming. The Public Works Department is using its resources to the best of their ability to provide clearances of City trees but does not have the resources to address the overgrown tree population.

The Public Works department has generated a priority list of trees that are high priority and in need of maintenance. This list is broken down into four phases. This staff report is concerning the second phase of high priority trees, the first phase was completed in fall 2023 after Council's approval. Phase two encompasses seventy (70) trees. This effort will move us toward a consistent preventative maintenance schedule.

Staff sought competitive quotes from three (3) vendors, ultimately quotes were received from Grover Tree Service and Central Valley Landscape, and their quotes were received as follows:

Grover Landscape Services, Inc.: $30,935.00
Central Valley Landscape: $38,000.00
Based on the bid amount, staff is recommending that Grover Tree Service be awarded the contract.

FISCAL IMPACT
The adopted FY 24/25 budget includes funding to continue the City's tree maintenance plan. This expense, totaling $30,935.00, is budgeted in the the General Fund (Fund 001).

RECOMMENDATION
Staff recommends that the City Council adopt a resolution accepting the bid from Grover Landscape Services, Inc. for Phase 2 Tree Trimming Project and authorize the City Manager to execute said contract, including the ten percent contingency ($3,090.00), on behalf of the City.

EXHIBIT(S)
A) Grover Tree Service Proposal
B) Central Valley Landscape and Tree Proposal
C) Resolution
-1I, jAPPROVED BY: _
Soknirorn Than, City Manager

"Leaders in landscape and tree service."
Since 1970
NAME: CITY OF GUSTINE
ADDRESS: P.O. BOX 16
CITY, ST ZIP: GUSTINE, CA 95322
PHONE: 209-905-6352
Tree Service Proposal
DATE: 09/25/2024
PRUNE·REMOVE·PROTECT
WE KNOW TREES SITE NAME: SITE CONTACT:

JOB LOCATION: P.O. BOX 16 GUSTINE, CA 95322
EMAIL: [email protected]
GROVER TREE SERVICE has 5 arborists on staff, certified with the International Society of Arboriculture. Recommendations will be made by Certified Arborists for the health of the trees and to promote safety. If safety recommendations made by Certified Arborists are not followed, we cannot be held liable for damage.

GROVER TREE SERVICE, a division of Grover Landscape Services, Inc., has been in business in the Central Valley for over 50 years. We are fully insured for public liability, property damage, and Worker's Compensation Insurance. We hold California State License #333345 C-27 and Specialty License C-61/D-49, as required by State Law, for any tree work over $300.00.

TRIMMING - REMOVAL

ARBORIST
CABLING- 8RACING

EVALUATIONS

TREE MOVING

ROOT FEEDING - PRUNING
CROWN

RESTORATION
REDUCTION A z

RESIDENTIAL
AND

COMMERCIAL

EMERGENCY SERVICE AVAILABLE
6224 Stoddard Road, Modesto, CA 95356
(PH) 209-545-4401 (FAX) 209-545-3315
.,_ www.groverlandscapeservlces.com __. Payments will be due net 30 days after invoice date, 1.5% interest charged monthly on unpaid invoices.

GROVER TREE SERVICE proposes to do the following work for the sums specified.

1. TREE TRIMMING:

PHASE 2: Sixth St- Hwy 33 to North Ave
Trim 42 Modesto Ash trees to reduce the height and reduce back long laterals. Remove major deadwood.

Trim 1 Mulberry tree on the East side of Henry Miller Park to elevate, reduce long laterals over the park and the street.

Clean up all wood, brush & debris.
$18,835.00

2. TREE TRIMMING:

PHASE 2: Sycamore Ave. - Meredith to HWY 33
Trim 12 Modesto Ash trees to reduce the height and reduce back long laterals. Remove major deadwood.

Clean up all wood, brush & debris.
$5,645.00

3. TREE TRIMMING:

PHASE 2: Sycamore Ave. - HWY 33 to end
Trim 15 Modesto Ash trees to reduce the height and reduce back long laterals. Remove major deadwood.

Clean up all wood, brush & debris.
$6,455.00

NOTE: We will not be held responsible for damage to private underground objects (such as pipes or wires) during performance of our work, due to uncertainty of their location. Sprinkler pipes or wires can be repaired using time and material rates as an additional charge, upon request. We will contact Underground Service Alert (USA) to locate public utilities, and will use appropriate caution to prevent damage to marked public utilities.

All material is guaranteed to be as specified above. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon written orders, and will become an extra charge over and above the estimate. All agreements contingent upon strikes, accidents or delays are beyond our control.
.Al.rt
Authorized Signature �
Subtotal:

Tax:

Total:
$30,935.00
$0.00
$30,935.00
Note: This proposal may be withdrawn by us if not accepted within 30 days.

Acceptance of Proposal - The above prices, specifications, and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above.

Signature
Accepted Date:

CVLT
: -�
%
(209) 537-5701
,
Central Valley Landscape & Tree
701 Latimer Ave
Modesto CA 95351
Estimate
Estimate # 4685
Date 9/23/2024
Due Date 9/28/2024
Terms Upon Completion
City Of Gustine
Gary Ingram
404 6th St
Gustine, Ca 95322
City Of Gustine
Gary Ingram
404 6th St
Gustine, CA 95322
Tree Trimming-Ash Trees-Top 15ft Reduce Canopy 20% And Remove Deadwood And Trim One Mulberry@ Henry Miller Park. 70 Trees In Total
Dump Fee - Chipped Wood ton 70.00000

95.00 50.00
34,500.00
3,500.00
Phone #
209-537-5701
E-mail
[email protected]
Visit
www.CVLTree.com
Subtotal $38,000.00
Contractor's
License Number
799169
Approved By:

Prices valid for 30 days. USA markings & tree removal permits included.

Customer is responsible for permission to access adjacent properties when needed. 2.5% fee for all Card payments. No fee for Cash or Check. 3% per month late fee, $5.00 minimum, applies to all past due invoices.

Deposit may be required. Property Lien may be placed on invoices past due more than 30 days.

Dated:

Sales Tax
Total
$0.00
$38,000.00

RESOLUTION 2024-XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUSTINE ACCEPTING BID AND AWARDING A CONTRACT TO GROVER LANDSCAPE SERVICES, INC. FOR PHASE 2 TREE

TRIMMING PROJECT AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT WHEREAS, the City of Gustine recognized the need for routine maintenance for the street trees at various locations; and
WHEREAS, staff solicited quotes from three vendors; and WHEREAS, a total of three (2) quotes were received; and WHEREAS, the bid results were as listed below; and

CONTRACTOR
Grover Landscape Services, Inc.

Central Valley Landscape
$
$

TOTAL BID
30,935.00
38,000.00
WHEREAS, the bids have been reviewed and Grover Landscape Services, Inc. submitted the lowest responsive and responsible bid.

WHEREAS, there is sufficient fund balance in the General Fund to accommodate this project.

NOW THEREFORE BE IT RESOLVED by the City Council of the City of Gustine does hereby award a contract to Grover Landscape Services, Inc. in the amount of $30,935.00 and authorize the City Manager to execute an agreement and any associated change order, up to 10% of the project cost ($3,090.00), on behalf of the City of Gustine.

THE FOREGOING RESOLUTION of the City Council of the City of Gustine was passed by the City Council at a regular meeting held on the 19th day of November, 2024, and the resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

APPROVED:

Patrick Nagy, Mayor
City of Gustine
ATTEST:

Melanie Correa, City Clerk
City of Gustine

ITEM NO. 6

COUNCIL AGENDA ITEM
NOVEMBER 19, 2024
PREPARED BY: Jami Westervelt, Economic and Community Development Director Ann Siprelle, City Attorney
SUBJECT: Consider Extension of Term for Development Agreements and Operating Agreements for both Tip Top Farms and Flavor Farms Cannabis Businesses

BACKGROUND
In January 2022, Tip Top Farms commercial cannabis business located at 377 4th Street in Gustine opened. In addition to the State requirements to open and to continue to operate, the business has City requirements as well. To open, those included securing a Use Permit from the City and having an approved Development Agreement (DA) and Operating Agreement (OA) with the City. Tip Top's agreements allow for Cultivation, Distribution and Retail sales of cannabis at this location.

Later in 2022, the Council also approved a Use Permit, Development Agreement and Operating Agreement for a second commercial cannabis business, Flavor Farms, next door at 355 4th Street. Due to delays in the building process unrelated to the City, Flavor Farms has not yet opened, although substantial progress has been made on the building exterior and interior. Flavor Farm's agreements with the City allow for Cultivation and Distribution only-no retail sales.

While Tip Top Farms and Flavor farms may share owners in common, these are two separate legal entities and the City must treat them as such, including having separate agreements with both entities.

The Operating Agreements for both dictate that the businesses remit Community Benefit Payments to the City on a monthly, as well a $20,000 annual payment.

The cannabis market has fluctuated in the timeframe since Tip Top Farms opened. In consideration of that, in June 2022 the City Council approved an amendment to the original Operating Agreement for Tip Top Farms that reduced percentages in its Community Benefit payments. These new benefits were reflected in the OA for Flavor Farms, approved by Council after the Tip Top Amendment (signed exhibits attached).

Under the conditions in which the City permits commercial cannabis businesses, both businesses must retain both a current Development Agreement and Operating Agreement to remain open. The terms of the OA and DA for Tip Top Farms expire on December 31, 2024, along with the Operating Agreement for Flavor Farms. The DA for Flavor Farms had a deadline of three years from the 2022 effective date-meaning expiration in the upcoming calendar year.

Given the pending expirations, staff discussed options with owners for Tip Top Farms and Flavor Farms. They wish to extend the timeframe of the current agreements. They do not request changes to the Community Benefit payments from the current agreements and support other minor changes to the agreement, as outlined in the attached Exhibit A.

DISCUSSION
Planning staff consulted with Gustine Police Department (GPD) regarding impact to community safety of the existing Tip Top Farms business. GPD reports that there have been no problems at Tip Top Farms that would constitute a nuisance and they have not seen any increase in crime attributable to the opening of that business.

In relationship to community economic impact, the City has definitive figures on the contributions the City has collected from the operation of Tip Top Farms. The Operating Agreement calls for a monthly remittance to the City of a percentage of gross receipts, which varies with each type of activity the State has licensed Tip Top Farms to conduct.

It also calls for a $20,000 annual contribution to the City. The OA for Flavor Farms mirrors that although the business has not yet started.

From inception through September 2024, the City collected $424,984 total from Tip Top Farms from these payments, with $60,000 coming from annual payments and the remainder from the monthly remittance on receipts. This amount is from inception so it reflects the reductions in remittance percentages approved in 2022.

Tip Top Farms owners stated they support a two-year extension without requesting changes as it will allow them time to assess business performance over additional time, in the still-evolving commercial cannabis market. The City would also have the time to again survey surrounding communities on how they are handling commercial cannabis businesses, and assess market changes and potentially consider an option to assess cannabis tax model.

As noted in 2022, some jurisdictions in California have discussed or implemented a Cannabis Tax. There are arguably advantages and disadvantages to a tax measure but it would need to go onto the ballot, which is a much longer process and will not happen prior to expiration of the current agreements for Tip Top Farms and Flavor Farms. The merits or drawbacks of a Cannabis tax and whether the Council would like to pursue a ballot measure toward that end would need to be a discussion at future meetings. If the City would like to pursue a tax model in the future and it will pass prior to the expiration of the proposed time extension, the City would be able to do so because both OAs contain a provision that would allow for this flexibility. In Section 6(C.) of the OA for Tip Top Farms and Flavor Farms state the business "shall pay the cannabis tax or the monthly payments, whichever is greater, for the remaining term of the agreement." Amendments Proposed
As term extensions of these agreements are being discussed, the applicant and staff agree that it is a good time to make two other minor changes to the agreements, as listed in the Agreement Renewal Request (Exhibit A). To summarize the agreement Amendments, the changes being proposed are as follows:
l. Extension of Term:

The agreement terms are now extended to December 31, 2026.

2. Annual Benefit Payment Flexibility:

The current Operating Agreements for both businesses contain wording that states that the $20,000 annual donations, "... be used toward a community event or events held in the City." This potentially restricts the City from using the funds on any community benefit projects not directly related to an event. Removing that sentence would provide Council the maximum flexibility in programming the money to the maximum benefit to the community.

3. Start date to Annual Benefit payment for Flavor Farms:

At the time of the drafting of the Flavor Farms agreement, the owners believed the business would open in 2023. The start date of benefit payments was based on that assumption. However, the business has not yet opened. Staff recommends changing the start date of the benefit payments formally to the fiscal year in which the business ultimately opens, to bring the language into congruence with the intent of the annual payments and to work in good faith with the developing business.

In order to continue with operations, the City Council will need to approve an extension of the DA and OA for Tip Top Farms. In order for Flavor Farms to either open or continue to operate (whichever applies by the current expiration date) the Council will need to approve an extension of the DA and OA for Flavor Farms as well. The Planning Commission heard this item at its October 23, 2024 meeting and approved four resolutions (attached) recommending the Council approve the extension.

FISCAL IMPACT
Without the extension of these agreements, the owners will not be able to continue to operate the existing business beyond the end of this calendar year (and would not be able to open the pending location). This would have a negative economic impact to the community through loss of community benefit payments, sales tax and jobs.

RECOMMENDATION
Staff recommends that the City Council consider the following actions:

1. Adopt a resolution of the City Council of the City of Gustine approving the proposed amendments to the existing Development Agreement with Tip Top Farms, LLC. to operate a commercial cannabis business at 377 4th street

2. Adopt a resolution of the City Council of the City of Gustine approving the proposed amendments to the existing Development Agreement with Flavor Farms, LLC. to operate a commercial cannabis business at 355 4th street

EXHIBIT(S)
A) Agreement Renewal Request Signed by Applicant
BJ Resolution 2024-XXXX regarding Tip Top Farms Development Agreement 1 . Amendment No. 01-A to First Amended DA for Tip Top Farms

2. Copy of Existing First Amended DA
C) Resolution 2024-XXXX regarding Tip Farms Operating Agreement 1 . Amendment No. 01-A to First Amended OA for Tip Top Farms

2. Copy of Existing First Amended OA
DJ Resolution 2024-XXXX regarding Flavor Farms Development Agreement

1. Amendment No. 01 Flavor Farm existing DA

2. Copy of Existing Flavor Farms DA
E) Resolution 2024-XXXX regarding Flavor Farms Operating Agreement 1 . Amendment No. 01 Flavor Farms Existing OA

2. Copy of Existing Flavor Farms OA

F) Signed PC Resolution 2024-086 for Tip Top Farms Development Agreement G) Signed PC Resolution 2024-087 for Tip Top Farms Operating Agreement H) Signed PC Resolution 2024-088 for Flavor Farms Development Agreement I) Signed PC Resolution 2024-089 for Flavor Farms Operating Agreement APPROVED BY: _
Soknirorn Than, City Manager

EXHIBIT A

CITY OF GUSTINE
PO BOX 16 - 352 FIFTH STREET
GUSTINE CA 95322
www.cityofgustine.com
OFFICE (209) 854-6471 - Fax (209) 854-2127

AGREEMENT RENEWAL REQUEST
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Date of Request: October 2, 2024
Agreement Type: A Development Agreement and Operating Agreements for both businesses below.

Tip Top Farms
377 Fourth Street
Gustine, CA 95322
Applicant Attestation:

Flavor Farms
355 Fourth Street
Gustine, CA 95322
By signing this document, the undersigned attests to the following in regard to the two above businesses:

1.) The below signatory is a rightful owner in the above two organizations and/or has the legal authority within those organizations to agree to and sign legally-binding agreements on behalf of both organizations.

2.) The organizations request that the City of Gustine extend the terms of the following agreements as follows:
a. Extension of the timeframe for the Term of Agreement for the Development Agreement for Tip Top Farms to December 31, 2026.
b. Extension of the timeframe for the Term of Agreement for the Operating Agreement for Tip Top Farms to December 31, 2026.
c. Extension of the timeframe for the Term of Agreement for the Development Agreement for Flavor Farms to December 31, 2026.
d. Extension of the timeframe for the Term of Agreement for the Development Agreement for Flavor Farms to December 3 1, 2026.

3.) A change to one paragraph of each of the Operating Agreements as follows:
a. Tip Top Farms Operating Agreement, replace one page eight, section 6 (D) ii. The only change shall be to the strikethrough as indicated as follows:

The Cannabis Business agrees to donate $20,000 to the City per fiscal year, beginning Fiscal Year 2020 unless otherwise reasonably agreed by the City due to timing of State licensing and commencement of business operations. to be sed toward a community event or events kekd in the Ciy. The acceptance and use of the donations shall be subject to City Council approval, with input from the Cannabis Business. Nothing in this Agreement binds the City to acceptance of the donations or use of funds for particular events, nor shall this Agreement in any way operate to restrict or bind the City Council's discretion and legislative authority. b. Flavor Farms Operating Agreement, replace one page eight, section 6 (D) ii. The only change shall be to the strikethroughs as indicated as follows:

The Cannabis Business agrees to donate $20,000 to the City per fiscal year, beginning Fiscal eer 2423 the City fiscal year in which_the business opens, unless otherwise reasonably agreed by the City due to timing of State licensing and commencement of business operations, to be used toward a community event or events held in the City. The acceptance and use of the donations shall be subject to City Council approval, with input from the Cannabis Business.

Nothing in this Agreement binds the City to acceptance of the donations or use of funds for particular events, nor shall this Agreement in any way operate to restrict or bind the City Council's discretion and legislative authority.
esau Nae caor _/wrong) /lhi
Signature: �
Dae: 1 o/ 7/ 2
4

EXHIBIT B
RESOLUTION 2024-XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUSTINE

APPROVING THE PROPOSED AMENDMENTS TO THE EXISTING DEVELOPMENT AGREEMENT WITH TIP TOP FARMS, LLC TO OPERATE A COMMERCIAL CANNABIS BUSINESS AT 377 4TH STREET
WHEREAS, the City of Gustine has previously entered into a Development Agreement with Tip Top Farms, LLC to operate a commercial cannabis business; and WHEREAS, the City Council subsequently approved a First Amendment to that agreement; and
WHEREAS, the Agreement is a requirement for the continued operation of the business; and
WHEREAS, Gustine Police Department reports the existing cannabis business in the City to date has not provided any sort of nuisance in the city, including providing no increase in crime that is attributable to the start of the business; and WHEREAS, the operation of the existing cannabis business in the City has provided a significant economic impact to the City; and
WHEREAS, the City of Gustine and the applicant agree to proposed minor changes to the signed Development Agreement as shown in the attached Amendment No. 01-A; and
WHEREAS, the attached Amendment allows the City to retain all of the original protections, assurances and requirements of the Existing Agreement; and WHEREAS, the Planning Commission approved a Resolution at its October 23, 2024 meeting recommending the City Council approve the proposed amendments; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Gustine, that it adopts the proposed Amendment No. 01-A in regard to the commercial cannabis business at the above address and authorizes the City Manager to execute the agreement.

THE FOREGOING RESOLUTION of the City Council of the City of Gustine was passed by the Council at a regular meeting held on the 19th day of November 2024, and the resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST:

Melanie Correa, Deputy City Clerk
City of Gustine
APPROVED:

Patrick Nagy, Mayor
City of Gustine

EXHIBIT B-1
AMENDMENT NO. 01-A

TO THE DEVELOPMENT AGREEMENT

BETWEEN

CITY OF GUSTINE
AND

TIP TOP FARMS, LLC
This Amendment No. 01-A to the Professional Services Agreement ("Amendment No. 01-A) is made and entered into as of this _day of __ , 2024, by and between City of Gustine ("City") and Tip Top Farms, LLC. (Owner"). City and Owner are sometimes individually referred to as "Party" and collectively as "Parties."
Recitals
A. Existing Agreement. The Parties have entered into an agreement entitled First Amended Development Agreement dated September 8, 2022 (Existing Agreement") which is incorporated herein by reference as if fully set forth herein, for the purpose of the development and operation of a Commercial Cannabis establishment.

B. Amendment Purpose. City and Owner wish to amend the Existing Agreement to extend the expiration date and to modify one small section of the agreement for clarity.

C. Amendment Authority. This Amendment No. 01-A is authorized pursuant to Section 2.4 of the Existing Agreement.

Amendment
Now therefore, the Parties hereby modify the Existing Agreement as follows:

1. Definitions. All capitalized terms used in this Amendment No. 01-A shall have the same meaning as set forth in the Existing Agreement if defined in the Existing Agreement.

2. Section 2.4 of the ExistingAgreement. Section 2.4 of the Existing Agreement is hereby replaced with the following italicized text:

Term. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2026, unless this term is modified or extended pursuant to the provisions of this Agreement. Thereafter, the Owner shall have no vested right under this Agreement, regardless of whether or not the Owner has paid any Development impact Fee.

3. 4.

Continuing Effect of Agreement. All provisions of the Existing Agreement otherwise remain in full force and effect and are reaffirmed. From and after the date of this Amendment No. 01-A, whenever the term "Agreement" appears in the Existing Agreement, it shall mean the Existing Agreement as amended by this Amendment No. 01-A.

Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 01-A.

5. Severability. If any portion of this Amendment No. 01-A is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

CITY OF GUSTINE
Approved By:

Printed Name
Title
Signature
Date

TIP TOP FARMS, LLC
Approved By:

Printed Name
Title
Signature
Date

EXHIBIT B-2

FIRST AMENDED DEVELOPMENT AGREEMENT
This First Amended Development Agreement (hereinafter "Agreement") is entered into as of this _day of _ 2022 by and between the City of Gustine (hereinafter "City") and Tip Top Farms Gustine, a California Limited Liability Company (hereinafter "Owner"). City and Owner are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
WHEREAS, City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and
WHEREAS, this Agreement constitutes a current exercise of City's police powers to provide predictability to Owner in the development approval process by vesting the permitted uses, density, intensity of use, and timing and phasing of development in exchange for Owner's commitment to provide significant public benefits to City as set forth in this Agreement; and WHEREAS, Owner has requested City to enter into a Development Agreement to provide for the unique development concerns and opportunities presented by establishment of commercial cannabis uses in the City, and proceedings have been taken in accordance with the rules and regulations of City; and
WHEREAS, the best interests of the citizens of the City and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, the City Council has determined that this Agreement is in conformance with the goals, policies, and objectives of the General Plan, consistent with State law and City requirements, and will help realize positive growth and development of the City to the benefit of City residents; and
WHEREAS, all actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Government Code Section 65864, et seq. are intended;

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of -1­

which are hereby acknowledged, the Parties agree as follows:

I. DEFINITIONS AND EXHIBlTS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 "Agreement" means this Development Agreement.

1.1.2 "City" means the City of Gustine, a California municipal corporation.

1.1.3 "City Manager" means the City Manager of Gustine or his or her designee.

1.1 .4 "City Council" means the duly elected city council of the City

1.1.5 "Development" means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development" does not include the use, maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion of the Project.

1.1.6 "Development Approvals" means all permits and other entitlements for use subject to approval or issuance by City in connection with development of the Property including, but not limited to:
(a) specific plans and specific plan amendments;
(b) tentative and final subdivision and parcel maps;
( c) conditional use permits, public use permits and plot plans; ( d) zoning approvals;
(e) grading and building permits.

1.1. 7 "Development Exaction" means any requirement of City in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.

1.1.8 "Development Impact Fee" a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include -2­

park "in lieu" fees specified in Government Code Section 664 77, fees for processing applications for governmental regulatory actions or approvals, or fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4.

1.1.9 "Development Plan" means the plan for development of the Property as set forth in Exhibit "3".

1.1.10 "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective.

1.1.11 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of City governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication ofland for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property. "Land Use Regulations" does not include any City ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes (special or general) and assessments;
( c) the control and abatement of nuisances;
( d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1. 12 "Owner" means the persons and entities listed as Owner on page 1 of this Agreement and their successors in interest to all or any part of the Property.

1.1.1 3 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.14 "Project" means the development of the Property for commercial cannabis uses contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.15 "Property" means the real property described on Exhibit "1" and shown on Exhibit "2" to this Agreement.

1.1.16 "Public Benefit" refers to those benefits provided to the City and the community by Owner pursuant to Section 4.2 below.
-3­

1.1.17 "Reservation of Rights" means the rights and authority excepted from the assurances and rights provided to Owner under this Agreement and reserved to City under Sections

3.3 and 7.3 of this Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit "I" - Legal Description of the Property.

Exhibit "2" -- Map showing Property and its location.

Exhibit "3" - Development Plan.

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out in accordance with the terms of the Development Plan and this Agreement.

2.2 Ownership of Property. Owner represents and covenants that it is the owner of the fee simple title to, or has an equitable interest in, the Property or a portion thereof.

2.3 City Council Findings. The City Council finds that:
2 .3.1 This Agreement is consistent with the City's General Plan.

2.3.2 This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, enhances effective utilization ofresources within the City.

2.3.3 This Agreement provides public benefits beyond those which are necessary to mitigate the development of the Project.

2.3.4 This Agreement strengthens the public planning process, encourages private participation in comprehensive planning and reduces costs of development and government.

2.3.5 The best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement.

2.4 Term. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2024, unless this term is modified or extended pursuant to the provisions of this Agreement. Thereafter, the Owner shall have no vested right under this Agreement, regardless of whether or not Owner has paid any Development Impact Fee.

2.5 Assignment
-4­

2.5.1 Right to Assign. Owner shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent:
(a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property.
(b) Concurrent with any such sale, transfer or assignment, Owner shall notify City, in writing, of such sale, transfer or assignment and shall provide City with an executed agreement ("Assignment and Assumption Agreement"), in a form reasonably acceptable to City, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of Owner under this Agreement, including, without limitation, the covenants not to sue and waivers contained in Sections 6.2and 7.4 hereof.

Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.5.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed.

2.5.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring Owner shall continue to be obligated under this Agreement with respect to the transferred Property or any transferred portion thereof, unless such transferring Owner is given a release in writing by City, which release shall be provided by City upon the full satisfaction by such transferring Owner of the following conditions:
(a) Owner no longer has a legal or equitable interest in all or any part of the Property subject to the transfer.
(b) Owner is not then in default under this Agreement.
(c) Owner has provided City with the notice and executed agreement required under Paragraph (b) of Subsection 2.5.1 above. (d) The purchaser, transferee or assignee provides City with security equivalent to any security previously provided by Owner to secure performance of its obligations hereunder.
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2.5.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section.

2.5 .4 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project, prior to the issuance of a certificate of occupancy for any portion of the Project.

2.6 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all Parties in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement.

2.6.1 Major Amendments. Any amendment to this Development Agreement which affects or relates to ( a) the term of this Agreement; (b) permitted uses of the Property; ( c) provisions for the reservation or dedication of land; ( d) changes to conditions, terms, restrictions or requirements applicable to subsequent discretionary actions; (e) an increase in the density or intensity of use of the Property or the maximum height or maximum gross square footage; or (f) monetary contributions by Owner, shall be deemed a "Major Amendment" and shall require giving of notice and a public hearing before the Planning Commission and City Council. Any amendment which is not a Major Amendment shall be deemed a Minor Amendment. The City Manager or his or her delegate shall have the authority in its reasonable discretion to determine if an amendment is a Major Amendment subject to this Section or a Minor Amendment. The City Manager's determination may be appealed to the City Council.

2.6.2 Minor Amendments. The Parties acknowledge that refinement and further implementation of the Project may demonstrate that certain minor changes may be appropriate with respect to the details and performance of the Parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project and with respect to those items covered in the general terms of this Agreement. If and when the Parties find that clarifications, minor changes, or minor adjustments are necessary or appropriate and do not constitute a Major Amendment, they shall effectuate such clarifications, minor changes or minor adjustments through a written Minor Amendment approved in writing by the Owner and City Manager. Minor amendments authorized by this subsection shall not constitute an "amendment" for the purposes of Government Code sections 65867, 65867.5, and 65868. Unless otherwise required by law, no such Minor Amendment shall require prior notice or hearing, nor shall it constitute an amendment to this Agreement.

2. 7 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreement as set forth in Section 2.4. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
( c) The adoption of a referendum measure overriding or repealing the -6­

ordinance approving this Agreement.
( d) Expiration or termination of any operating agreement for the Property as set forth in Section 3.3.4(ii).

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement.

2.8 Notices.
(a) As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows:

Ifto City:

Copy to:

City of Gustine
Attn: City Manager
352 Fifh Street
Gustine, California 95322
Best Best & Krieger LLP
Attn: Gustine City Attorney
500 Capitol Mall, Suite 1700
Sacramento, California 95814
If to Business Owner:

Tip Top Farms, LLC
3619 Healy Drive
Merced, CA 95341
Attn: Robert Villalobos
Telephone: 408-472-0510
( c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.
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3. DEVELOPMENT OF THE PROPERTY.

3.1 Rights Lo Develop. Subject to the terms of this Agreement including the Reservation of Rights, Owner shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement. Except as expressly provided otherwise herein, the Project shall remain subject to all Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted or amended, that are required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, and notwithstanding the authority of the City to further revising the Land Use Regulations pursuant to Government Code section 65866, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted or amended. Owner shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project.
3 .2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted. In connection with any subsequently imposed Development Approvals and except as specifically provided otherwise herein, City may exercise its discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement, including, but not limited to, the Reservation of Rights. City shall accept for processing, review and action all applications for subsequent development approvals, and such applications shall be processed in the same manner and the City shall exercise its discretion, when required or authorized to do so, to the same extent it would otherwise be entitled in the absence of this Agreement.

3.3 Reservation of Rights.

3.3.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following regulations shall apply to the development of the Property:
(a) Processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.
(c) Regulations, policies and rules governing engineering and -8-

construction standards and specifications applicable to public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code, and Grading Ordinance. (d) Regulations imposing Development Exactions; provided, however, that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development, either throughout the City or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4 of this Agreement, City shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes.
( e) Regulations that may be in material conflict with this Agreement but that are reasonably necessary to protect the residents of the Project or the immediate community from a condition perilous to their health or safety. To the extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement.
(t) Regulations that are not in material conflict with this Agreement or the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations that are in material conflict with the Development Plan; provided Owner has given written consent to the application of such regulations to development of that Property in which the Owner has a legal or equitable interest. (h) Regulations that impose, levy, alter or amend fees, charges, or Land Use Regulations relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking. (i) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by City.

3.3.2 Subsequent Development Approvals. This Agreement shall not prevent City, in acting on subsequent development approvals and to the same extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not materially conflict with this Agreement.

3.3.3 City's Good Faith in Processing. Subject to the reserved discretionary approvals set forth in this Agreement, the City agrees that it will accept, in good faith, for processing, review and action, all complete applications for zoning, special permits, development -9-

permits, tentative maps, subdivision maps or other entitlements for use of the Property in accordance with the General Plan and this Agreement. The City shall inform the Owner, upon request, of the necessary submission requirements for each application for a permit or other entitlement for use in advance, and shall review said application and schedule the application for review by the appropriate authority.

3.3.4 Modification or Suspension by State or Federal Law. In the event that State, County or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. (i) The Parties recognize that California has adopted, through ballot initiative and California legislative enactments, the Medical and Adult Use Cannabis Regulation and Safety Act ("MAUCRSA), and may adopt through initiative or legislative action other laws and regulations pertaining to either medical or adult use of cannabis. The Parties intend through this Agreement that Owner shall have the right to cultivate, distribute, and sell at retail cannabis as allowed by the current MAUCRSA, or any other law or initiative adopted in California pertaining to the cultivation, distribution and retail sale of cannabis. To the extent the changes in California law change the legal process or structure by which cannabis cultivators, distributors or retailers can or may operate (i.e., for-profit vs non-profit entities, size and number oflicenses, etc.), the Parties intend this Agreement to be flexible to allow such changes and may alter the procedures specified herein, by Operating Agreement as defined below, or otherwise, as may be necessary. (ii) Operating Agreement. The provisions of this Agreement require a close degree of cooperation between City and Owner. It is anticipated due to the term of this Agreement that refinements to the approvals may be appropriate with respect to the details of performance of City and Owner. Accordingly, Owner shall retain a certain degree of flexibility as provided herein with respect to the matters, items and provisions covered in general under this Agreement for land use and development of the Property; provided, however, that City shall retain a certain degree of control with respect to the operational and regulatory requirements of the commercial cannabis uses operating on the Property as a business in the City. City and Owner thus mutually understand and agree that Owner shall remain at all times subject to the conditions and requirements of the Operating Agreement entered into between City and Owner, in accordance with Chapter 5-8 of the Gustine Municipal Code, and nothing in this Agreement shall be construed to override or preempt such Operating Agreement with regard to the operational requirements and conditions of the cannabis business. If City and Owner find it necessary or appropriate to make changes, adjustments or clarifications to the business and regulatory licensing and operations of the cannabis business on the Property, the Parties may make such changes to the Operating Agreement executed by the Parties. The Operating Agreement, and any changes thereto, shall not constitute an amendment to this Agreement. The City Attorney shall be authorized upon consultation with Owner, to determine whether a requested modification or clarification to the uses or business may be effectuated under the Operating Agreement pursuant to this Section or whether the requested modification or clarification is of such character to constitute an amendment to the Agreement. The authority to enter into such Operating Agreement is hereby delegated to the City -10-

Manager, and the City Manager is hereby authorized to execute any Operating Agreement or amendments hereunder without further City Council action.

3.3.5 Intent. The Parties acknowledge and agree that City is restricted in its authority to limit certain aspects of its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to City all of its police power that cannot be or are not expressly so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to City all such power and authority that cannot be or is not by this Agreement's express terms so restricted.

3.4 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not within the control of the City may possess authority to regulate aspects of the development of the Property separately from or jointly with City and this Agreement does not limit the authority of such other public agencies.

3.5 Timing of Development. The Owner shall be obligated to comply with the terms and conditions of the Development Approvals and this Agreement at those times specified in either the Development Approvals or this Agreement. The Parties acknowledge that the Owner cannot at this time predict with certainty when or the rate at which the Property will be developed. Such decisions depend upon numerous factors which are not all within the control of the Owner, such as market orientation and demand, interest rates, competition and other factors. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the Parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development controlling the Parties' agreement, it is the intent of City and the Owner to hereby acknowledge and provide for the right of the Owner to develop the Project in such order and at such rate and times as the Owner deems appropriate within the exercise of its sole and subjective business judgment, subject to the terms, requirements and conditions of the Development Approvals and this Development Agreement. City acknowledges that such a right is consistent with the intent, purpose and understanding of the Parties to this Development Agreement, and that without such a right, the Owner's development of the Project would be subject to the uncertainties sought to be avoided by the Development Agreement laws, (California Government Code§ 65864 et seq.), City Council findings, and this Agreement. The Owner will use its best efforts, in accordance with their business judgment and taking into consideration market conditions and other economic factors influencing the Owner's business decision, to commence or to continue development, and to develop the Project in a regular, progressive and timely manner in accordance with the provisions and conditions of this Agreement and with the Development Approvals.

3.6 Conditions, Covenants and Restrictions. Owner shall have the ability to reserve and record such covenants, conditions, and restrictions (CC&Rs) against the Property as Owner deems appropriate, in its sole and absolute discretion. Such CC&Rs may not conflict with this Agreement or the General Plan. Before recording any CC&Rs, Owner shall provide a copy of the CC&Rs to the City for review and approval by the City Attorney. The City Attorney's review shall be limited to determining if the CC&Rs substantially comply with this Agreement. Within thirty (30) days after receiving a copy of the proposed CC&Rs from Owner, the City Attorney shall provide Owner with either (i) a statement that the CC&Rs comply with this Agreement (CC&R Approval") or (ii) written comments identifying each aspect of the CC&Rs which the -11-

City Attorney believes not to be in compliance with this Agreement (a "Statement of NonCompliance"). If the City Attorney fails to provide Owner with either CC&R Approval or a Statement ofNon-Compliance within thirty (30) days following a written request by Owner, City shall be deemed to have approved the CC&Rs and Owner may record the CC&Rs against the Property. If the City Attorney provides a Statement of Non-Compliance, Owner shall have thirty (30) days in which to respond to the Statement of Non-Compliance. Upon submittal of Owner's response, the procedure described above for the initial submittal and City Attorney review of proposed CC&Rs shall again be followed. This procedure shall be followed until Owner either (1) receives CC&R Approval, (2) submits the compliance issues to binding arbitration pursuant to the rules of the American Arbitration Association, (3) files an action for declaratory relief in Merced County Superior Court seeking a judicial determination of the compliance of the proposed CC&Rs, or ( 4) agreement is otherwise reached between the Parties allowing for the recording of the CC&Rs. The CC&Rs may run with the land and bind Owner's successors and assigns. Except as provided above, any dispute between the Parties regarding the City's approval or rejection of the CC&Rs shall be subject to immediate and binding arbitration pursuant to the rules of the American Arbitration Association.

4. PUBLIC BENEFITS.

4.1 Intent. The Parties acknowledge and agree that development of the Property will result in substantial public needs that will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on Owner that should be balanced by commensurate public benefits. Accordingly, the Parties intend to provide consideration to the public to balance the private benefits conferred on Owner by providing more fully for the satisfaction of the public needs resulting from the Project.

4.2 Public Benefits. In addition to complying with the Project conditions of approval which are designed to mitigate any significant environmental impacts of the Project, Owner has committed by this Agreement to contribute to the acquisition, construction and maintenance of certain "Public Benefits" through payment of "Community Benefit Fees" to the City. The Community Benefit Fees shall be paid by Owner to City, as mutually agreed in writing in the Operating Agreement executed by the Parties and referenced in Section 3.3.4(ii) of this Agreement and incorporated herein by this reference, to provide for projects, programs, and other services and activities that will positively contribute to the community and account for the adverse impacts or increases in need for services caused by the operation of a commercial cannabis business in the City. Payment of such Community Benefit Fees, as applicable and agreed to by the Parties in the Operating Agreement, shall remain an obligation and condition of this Agreement to ensure that development of the Project according to the Development Plan remains commensurate with the public needs of the City.

4.3 Development Impact Fees.

4.3.1 Time of Payment. Unless otherwise specified herein, City-imposed development impact fees applicable to the Development, and sewer and water connection fees shall be due and payable by the Owner prior to the issuance of a certificate of occupancy for the building in question.
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4.3.2 Future Development Impact Fees; fncreases. The Parties hereby agree that the Project shall be subject to the imposition of any Development Impact Fee that becomes effective after the Effective Date of this Agreement. In addition, the Project shall be subject to any increase, amendment or alteration of any Development Impact Fee that becomes effective after the Effective Date. To this end, the City retains discretion to revise such fees as the City deems appropriate, in accordance with applicable law. If the City revises such fees on a city-wide basis (as opposed to revising such fees on an ad hoc basis that applies solely to the Project) prior to the Owner obtaining a certificate of occupancy, then the Owner shall thereafter pay the revised fee.

The Owner may, at its sole discretion, participate in any hearings or proceedings regarding the adjustment of such fees. Nothing in this Agreement shall constitute a waiver by the Owner of its right to challenge such changes in fees in accordance with applicable law provided that the Owner hereby waives its right to challenge the increased fees solely on the basis of any vested rights that are granted under this Agreement.

4.3.3 Prepayment. In no event shall the prepayment of any Development Impact Fees required hereunder establish a vested right on the part of Owner or any other owner of the Property or any person or entity with an interest therein to develop the Project or the Property following the expiration, cancellation or termination of the Term of this Agreement. Following the expiration, cancellation or termination of this Agreement, all Development Impact Fees then in effect shall be applicable to the Project and Property notwithstanding any provision of this Agreement and notwithstanding any prepayment.

4.4 Wastewater Treatment Capacity. The Owner shall pay the applicable connection charge in effect pursuant to City-wide ordinance at the time of building permit issuance, if applicable. The Owner acknowledges that connection charge may increase substantially over time and increases may be substantial.

4.5 Reimbursement for Property Taxes. Prior to issuance of building permits, Owner shall record a covenant on the title to the Project site regarding property tax payments . The covenant shall include a permanent obligation for the property owner to make payments to the City in lieu of the City's share of otherwise-required property taxes in the event that the Property is acquired or master leased by an entity exempt from payment of property taxes. Wording of the covenant is subject to review and approval of the City Attorney.

4.6 Financing Of Public lmprovements. Owner may propose, and ifrequested by City shall cooperate in, the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan. To the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements, Owner may be reimbursed to the extent that Owner spends funds or dedicates land for the establishment of public facilities. Notwithstanding the foregoing, it is acknowledged and agreed by the Parties that nothing contained in this Agreement shall be construed as requiring City or the City Council to form any such district or to issue and sell bonds.

5. REVIEW FOR COMPLIANCE.
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5.1 Periodic Review. The City shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the compliance by Owner with the terms of the Agreement. Owner shall submit an Annual Monitoring Report, in a form acceptable to the City Manager, within thirty (30) days after written notice from the City Manager. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of the Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council.

5.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The City Manager, or his or her designee, shall conduct such special reviews.

5.3 Procedure.
(a) During either a periodic review or a special review, Owner shall be required to demonstrate good faith compliance with the terms of the Agreement. The burden of proof on this issue shall be on Owner.
(b) Upon completion of a periodic review or a special review, the City Manager, or his or her designee, shall submit a report to the Planning Commission setting forth the evidence concerning good faith compliance by Owner with the terms of this Agreement and his or her recommended finding on that issue.
(c) If the Planning Commission finds and determines on the basis of substantial evidence that Owner has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded.
(d) IF the Planning Commission finds and determines on the basis of substantial evidence that Owner has not complied in good faith with the terms and conditions of this Agreement, the Commission may recommend to the City Council modification or termination of this Agreement. Owner may appeal a Planning Commission determination pursuant to this Section

5.3(d) pursuant to City's rules for consideration of appeals in zoning matters then in effect. Notice of default as provided under Section 6.3 of this Agreement shall be given to Owner prior to or concurrent with proceedings under Section 5.4 and Section 5.5.

5.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 5 .3, City determines to proceed with modification or termination of this Agreement, City shall give written notice to Owner of its intention so to do. The notice shall be given at least ten ( 10) calendar days prior to the scheduled hearing and shall contain:
(a) The time and place of the hearing;
(b) A statement as to whether or not City proposes to terminate or to modify the Agreement; and,
(c) Such other information that the City considers necessary to inform Owner -14­

of the nature of the proceeding.

5.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, Owner shall be given an opportunity to be heard. Owner shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement.

The burden of proof on this issue shall be on Owner. If the City Council finds, based upon substantial evidence, that Owner has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the City. The decision of the City Council shall be final.

5.6 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, Owner is found to be in compliance with this Agreement, City shall, upon request by Owner, issue a Certificate of Agreement Compliance ("Certificate") to Owner stating that after the most recent Periodic or Special Review and based upon the information known or made known to the City Manager and City Council that: (1) this Agreement remains in effect; and (2) Owner is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. Owner may record the Certificate with the County Recorder.

Whether or not the Certificate is relied upon by assignees or other transferees or Owner, City shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the City Manager or City Council.

6. DEFAULT AND REMEDIES.

6.1 Remedies in General. It is acknowledged by the Parties that City would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the Parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that City shall not be liable in damages to Owner, or to any successor in interest of Owner, or to any other person, and Owner covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action that arises out of this Agreement; or
(b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or
( c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

6.2 Release. Except for non-monetary remedies, Owner, for itself, its successors and assignees, hereby releases City, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, -15-

present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments to the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon City because it entered into this Agreement or because of the terms of this Agreement. Owner hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
By initialing below, Owner hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases.

Owner's Initials

6.3 Termination or Modification of Agreement for Default of Owner. City may terminate or modify this Agreement for any failure of Owner to perform any material duty or obligation of Owner under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default"); provided, however, City may terminate or modify this Agreement pursuant to this Section only after providing written notice to Owner of default setting forth the nature of the default and the actions, if any, required by Owner to cure such default and, where the default can be cured, Owner has failed to take such actions and cure such default within sixty ( 60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

6.4 Termination of Agreement for Default of City. Owner may terminate this Agreement only in the event of a default by City in the performance of a material term of this Agreement and only after providing written notice to City of default setting forth the nature of the default and the actions, if any, required by City to cure such default and, where the default can be cured, City has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty ( 60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

7. LITIGATION.
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7.1 Third Party Litigation Concerning Agreement. Owner shall defend, at its expense, including attorneys' fees, indemnify, and hold harmless City, its agents, officers and employees from any claim, action or proceeding against City, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, or the approval of any permit granted pursuant to this Agreement. City shall promptly notify Owner of any claim, action, proceeding or determination included within this Section 8.1, and City shall cooperate in the defense. If City fails to promptly notify Owner of any such claim, action, proceeding or determination, or if City fails to cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless City. City may in its discretion participate in the defense of any such claim, action, proceeding or determination.

7.2 Environmental Assurances. Owner shall indemnify and hold City, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys' fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such action.

7.3 Reservation of Rights. With respect to Section 7.1 and Section 7.2 herein, City reserves, the right to either (1) approve the attomey(s) that the indemnifying party selects, hires or otherwise engages to defend the indemnified party hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense; provided, however, that the indemnifying party shall reimburse the indemnified party forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and accounting therefor.

7.4 Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement, Owner, on behalf of itself and its successors in interest, hereby expressly agrees and covenants not to sue or otherwise challenge any land use approval affecting the Property and in effect as of the Effective Date. Such agreement and covenant includes, without limitation, the covenant against any direct suit by Owner or its successor in interest, or any participation, encouragement or involvement whatsoever that is adverse to City by Owner or its successor in interest, other than as part of required response to lawful orders of a court or other body of competent jurisdiction. Owner hereby expressly waives, on behalf of itself and its successors in interest, any claim or challenge to any land use approval affecting the Property and in effect as of the Effective Date. In the event of any breach of the covenant or waiver contained herein, City shall, in addition to any other remedies provided for at law or in equity, be entitled to:
(a) impose and recover (at any time, including after sale to a member of the public or other ultimate user) from the party breaching such covenant or waiver, the full amount of Development Impact Fees that the breaching party would have been required to pay in the absence of this Development Agreement; and (b) impose any subsequently adopted land use regulation on those land use approvals for which the breaching party had not, as of the time of such breach, obtained a -17­

building permit.

Owner hereby acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542, which is set forth below:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED p AR TY. II
By initialing below, Owner hereby waives the provisions of Section 1542 in connection with the matters that are the subject of the foregoing waivers and releases.

Owner's Initials

7.5 Prevailing Wages. Owner acknowledges the requirements of California Labor Code § 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects, as defined. If work on- or off-site improvements pursuant to this Agreement is being performed by Owner as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Owner agrees to fully comply with such Prevailing Wage Laws. Owner understands and agrees that it is Owner's obligation to determine if Prevailing Wages apply to work done on the Project or any portion of the Project. Upon Owner's request, the City shall provide a copy of the then current prevailing rates of per diem wages. Owner shall make available to interested Parties upon request, copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the work subject to Prevailing Wage Laws, and shall post copies at the Owner's principal place of business and at the Project site. Owner shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless pursuant to the indemnification provisions of this Agreement from any claim or liability arising out of any failure or alleged failure by Owner to comply with the Prevailing Wage Laws associated with any "public works" or "maintenance" projects associated with Project development.

7.6 Survival. The provisions of this Section 8, inclusive, shall survive the termination of this Agreement.

8. MORTGAGEE PROTECTION.

The Parties hereto agree that this Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. City acknowledges that the lenders providing such financing may -18­

require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Owner in the performance of Owner's obligations under this Agreement. ( c) If City timely receives a request from a mortgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Owner. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.
(d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Owner's obligations or other affirmative covenants of Owner hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Owner is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement.

9. MISCELLANEOUS PROVISIONS.
9 .1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Merced County Recorder by the Clerk of the City within ten (10) days after the City enters into the Agreement, in accordance with Section 65868.5 of the Government Code. If the Parties to this Agreement or their successors in interest amend or cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein for failure of the Owner to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall have notice of such action recorded with the Merced County Recorder.

9.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the Parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall -19­

be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

9.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the Development Impact Fees set forth therein, are essential elements of this Agreement and City would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and ofno force and effect whatsoever.

9.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof.
9 .5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

9.6 Singular and Plural. As used herein, the singular of any word includes the plural.

9.7 Joint and Several Obligations. If at any time during the Term of this Agreement the Property is owned, in whole or in part, by more than one Owner, all obligations of such Owners under this Agreement shall be joint and several, and the default of any such Owner shall be the default of all such Owners. Notwithstanding the foregoing, no Owner of a single lot that has been finally subdivided and sold to such Owner as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as expressly provided for herein.

9. 8 Time of Essence. Time is of the essence in the perfonnance of the provisions of this Agreement as to which time is an element.

9.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 9 .10 No Third Partv Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 9 . 11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, -20­

earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party's control, (including the party's employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party's control. If any such events shall occur, the Term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance, provided that the Term of this Agreement shall not be extended under any circwnstances for more than five (5) years.

9.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

9.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: ( a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

9.14 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.

9.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Merced, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

9.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such property. 9 .17 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.

Upon the request of either party at any time, the other party shall promptly execute and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. -21­

9.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain. 9 .19 Agent for Service of Process. In the event Owner is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, Owner shall file with the City Manager, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon Owner. If for any reason service of such process upon such agent is not feasible, then in such event Owner may be personally served with such process and such service shall constitute valid service upon Owner. Owner is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto.

9.20 Authority to Execute. The person or persons executing this Agreement on behalf of Owner warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind Owner to the performance of its obligations hereunder.
-22-

IN WITNESS WHEREOF, the Parties hereto have executed this Amended Development Agreement on the day and year set forth below.

Owner
7 Tip Top Farms, a California Limited
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Its:
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City
City OF GUSTINE, a California municipal
corporation
G4- Interim City Manager
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APPROVED AS TO LEGAL FORM:

Ann Siprelle 1
City Attorney

BEST BEST & KRIEGER LLP
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-23­

EXHIBIT 1
Legal Description of the Property
Property: 377 4th Street, Gustine CA 95322
APN: 020-044-016
Zoning: C-1 Downtown Commercial
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EXHIBIT "3"
Development Plan
(Begins on following page)

Business Information:

A) BUSINESS TYPE DESIGNATION:
• Both - Adult and Medical use
B) BUSINESS ORGANIZATION STRUCTURE;
• Lambway is a California Corporation
C)TYPE OE COMMERCIAL CANNABIS OPERATIONS:
• We will apply for a microbusiness type 12
D) PHYSICAL DESCRIPTION:
• The first purposed site is located at 377 4 St. The building is approximately five thousand square feet. It has steel siding with

multiple doors for entrances and exits. The building is located in a commercial area.

E; OPERATION;
• Our proposed business operations will consist of retail sales, distribution, and cultivation.
• Retail delivery will be open from 9AM. To 7P.M. Monday thru Sunday. The delivery service will consist of dispatchers, and delivery drivers with valid licenses.
• Distribution will not be open to the public. It will have employees there from 8A.M. to 5P.M. Monday thru Friday. Saturday will have office staff taking orders from other distributors and dispensaries around the state. The distribution department will weigh, package, and label all products.
• Cultivation which is not open to the public. It will employ a number of people who will perform and number of duties during two shifts morning and at night, usually the hours will be 8A.M. to 11pm. Duties will include overall maintenance such as watering, planting, pruning, harvesting, drying and trimming. Finished cannabis will be sold through our delivery service and distribution center.
• All customers and patients will be verified to be at least 21 years of age. They will have a variety of products to choose from such as, dried flowers of all grades, extracts, tinctures, lotions, edibles and more.

F) EMPLOYEES:
• Tip Top is committed to engage in professional recruiting practices to hire the most qualified candidates.
• Tip Top plans to employ approximately 15+ people at the start of operations.
• Employees must pass a Live Scan background check. All employees will be required to know all the laws and regulations pertaining to the business.

G) CASH HANDLING PROCEDURE.
• All transactions will be accounted for by a point of sale and inventory system.
• All cash will be secured in a locked safe with a fire rating of three hours or greater.
• Delivery drivers will carry only a minimal amount of cash and product at one time. Cars will be equipped with GPS, delivery clients must register in person prior to any deliveries made. • Any money or inventory removed from the building will be done in a very discreet manner.

H) TRANSPORTATION - DELIVERY PLAN:
• Delivery will be made to and from Tip-Top using a roll-up door in the back of the building in a secured room out of sight to the public.
• The cannabis will be secured in the distribution room inside locked safes and cabinets awaiting testing for packaging and sale. • All delivery vehicles will be equipped with GPS and lock boxes bolted to the frame.
• Delivery drivers will have proper background checks, insurance and a valid CA driver license .
• Each driver will only carry a minimal amount of cash and cannabis for deliveries.
• All customers/patients must apply in person with all proper documentation before any products will be delivered to them. • All adult use customers must provide a valid CA ID and be a minimum of 21 years of age
• Any medical patients must provide a valid recommendation from a licensed physician.

I} SECURITY PLAN:
• The building will be equipped with cameras inside and out that can be accessed by local and state agencies 24/7.

• The camera footage will record and store video in accordance with state regulations.
• Cameras will be installed outside covering the front, sides, rear of building and parking lot.
• The building will have various motion sensors, and panic buttons installed to alert proper authorities.
• The proposed site will have two security guards on duty. One inside, and one outside. .
• Security company should work with Gustine police department to develop proper security procedures to insure the safety of the public, and employees.
• An alarm system will be installed to protect from burglary day and night.
• The alarm system will backup batteries and or generator to provide electrical power in case of power outages.

J) ODOR CONTROL PLAN:
• Being a good neighbor and aware that cannabis products can create undesired odor, Tip Top intends on mitigating to prevent any nuisance to the surrounding community. Tip Top has selected odor control equipment and ventilation systems that will ensure that all cannabis inside the cultivation facility has no detectable odor from the exterior of the building.

Active Carbon Filters:

• Carbon filtration is a type of filtration activated carbon is used to remove contaminants, impurities, and odors through the process of chemical adsorption. As odor producing gases come in contact with the activated carbon in the filter, they are adsorbed, trapped and held in 179 millions of microscopic carbon pores. Impurities and odors will be greatly reduced, as all exhaust air will pass through the active carbon filters prior to discharge from the building and into the atmosphere. Tip Top will install active carbon filters at all air exhaust points from the cultivation facility, ensuring that cannabis odor particles in the air leaving the facility will be trapped. Active carbon filters were selected because of their improved ability over particulate filters, such as HEPA, to remove extremely small particulates like vapors and gases and because they are well-known to be useful to safely removing odors. Active carbon filters stop working as soon as all of the potential bonding sites are filled, so periodic replacement of the filters will be critical. A cultivation agent will be responsible for replacing the carbon filters as directed by the manufactures.

K) ECONOMIC BENEFITS TO THE CITY OF GUSTINE:
• Tip Top Farms will enter in an economic development agreement with the City of Gustine, Which will include new taxes and fees to be determined in conjunction with the city. We at Tip Top Farms know it will be profitable for the city of Gustine.

L) ADD/TIONAL IMITATIVES.
• Tip Top would like to donate to parks and recreation to help provide a safe clean environment for the community.
• Donations to the youth anti-drug program if one is available or work with the city officials to start a program.
• And also work alongside city officials to help with any community programs

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EXHIBITC
RESOLUTION 2024-XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUSTINE

APPROVING THE PROPOSED AMENDMENTS TO THE EXISTING OPERATING AGREEMENT WITH TIP TOP FARMS, LLC TO OPERATE A COMMERCIAL CANNABIS BUSINESS AT 377 4TH STREET WHEREAS, the City of Gustine has previously entered into an Operating Agreement with Tip Top Farms, LLC to operate a commercial cannabis business; and WHEREAS, the City Council subsequently approved a First Amendment to that agreement; and
WHEREAS, the Agreement is a requirement for the continued operation of the business; and
WHEREAS, Gustine Police Department reports the existing cannabis business in the City to date has not provided any sort of nuisance in the city, including providing no increase in crime that is attributable to the start of the business; and WHEREAS, the operation of the existing cannabis business in the City has provided a significant economic impact to the City; and
WHEREAS, the City of Gustine and the applicant agree to proposed minor changes to the signed Operating Agreement as shown in the attached Amendment No. 01-A; and
WHEREAS, the attached Amendment allows the City to retain all of the original protections, assurances and requirements of the Existing Agreement; and WHEREAS, the Planning Commission approved a Resolution at its October 23, 2024 meeting recommending the City Council approve the proposed amendments; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Gustine, that it adopts the proposed Amendment No. 01-A in regard to the commercial cannabis business at the above address and authorizes the City Manager to execute the agreement.

THE FOREGOING RESOLUTION of the City Council of the City of Gustine was passed by the Council at a regular meeting held on the 19th day of November 2024, and the resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST:

Melanie Correa, Deputy City Clerk
City of Gustine
APPROVED:

Patrick Nagy, Mayor
City of Gustine

EXHIBIT C-1
AMENDMENT NO. 01-A

TO THE OPERATING AGREEMENT

BETWEEN

CITY OF GUSTINE
AND

TIP TOP FARMS, LLC
This Amendment No. 01-A to the Operating Agreement ("Amendment No. 01-A") is made and entered into as of this _day of ,2024, by and between City of Gustine ("City") and Tip Top Farms, LLC. (Owner). City and Owner are sometimes individually referred to as "Party" and collectively as "Parties."
Recitals
A. Existing Agreement. The Parties have entered into an agreement entitled First Amended Operating Agreement dated June 21, 2022 ("Existing Agreement") which is incorporated herein by reference as if fully set forth herein, for the purpose of the development and operation of a Commercial Cannabis establishment.

B. Amendment Purpose. City and Owner wish to amend the Existing Agreement to extend the expiration date and to modify one small section of the agreement for clarity.

C. Amendment Authority. This Amendment No. 01-A is authorized pursuant to Section 3 of the Existing Agreement and Section 1 7.

Amendment
Now therefore, the Parties hereby modify the Existing Agreement as follows:

1. Definitions. All capitalized terms used in this Amendment No. 01-A shall have the same meaning as set forth in the Existing Agreement if defined in the Existing Agreement.

2. Section 3 of the Existing Agreement. Section 3 of the Existing Agreement is hereby replaced with the following italicized text:

Term_ of Agreement. The Term of this Agreement shall commence on the Amendment Date and continue until December 31, 2026 ("Amended Term''), subject to variable payment obligations as set forth in Section 6, unless earlier terminated as specified in this Agreement. Prior to the expiration of the Initial Term and any subsequent Renewal Period, the Parties may mutually agree to extend the Term of this Agreement for an additional term to be negotiated upon a written request for such extension (each a "Renewal Period'').

3. Section 6 (D.) ii of the Existing Agreement. Section 6 (D.) ii of the Existing Agreement is hereby replaced with the following italicized section that removes a portion of the language of the first sentence to instead read as follows:

4. ii. The Cannabis Business agrees to donate $20,000 to the City per fiscal year, beginning Fiscal Year 2020 unless otherwise reasonably agreed by the City due to timing of State licensing and commencement of business operations. The acceptance and use of the donations shall be subject to City Council approval, with input from the Cannabis Business. Nothing in this Agreement binds the City to acceptance of the donations or use of funds for particular events, nor shall this Agreement in any way operate to restrict or bind the City Council's discretion and legislative authority.

Continuing Effect of Agreement. All provisions of the Existing Agreement otherwise remain in full force and effect and are reaffirmed. From and after the date of this Amendment No. 01-A, whenever the term "Agreement" appears in the Existing Agreement, it shall mean the Existing Agreement as amended by this Amendment No. 01-A.

5. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 01-A.

6. Severability. If any portion of this Amendment No. 01-A is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

CITY OF GUSTINE
Approved By:

Printed Name
Title
Signature
Date

TIP TOP FARMS, LLC
Approved By:

Printed Name
Title
Signature
Date

EXHIBIT C-2

FIRST AMENDED OPERA TING AGREEMENT FOR CANNABIS BUSINESS

LOCATED IN THE CITY OF GUSTINE
TIP TOP FARMS - 377 4TH STREET, GUSTINE, CA 95322
This First Amended Operating Agreement for a Cannabis Business (hereinafter "Agreement"), dated November 23, 2020 ("Effective Date") and amended on June 21, 2022 ("Amendment Date"), is entered into by and between the City of Gustine (the "City"), a California municipal corporation, and Tip Top Farms ("Cannabis Business"), a California corporation. The City and Cannabis Business may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS
WHEREAS, the Cannabis Business submitted an application to the City for a use permit to conduct certain commercial cannabis uses in the City, located at 377 4th Street, Gustine, California 95322 ("Subject Property"); and
WHEREAS, the City granted a use permit to the Cannabis Business on September 3, 2019, to permit indoor cannabis cultivation, cannabis distribution, and cannabis retail sales at the Subject Property, subject to conditions of approval, issuance of a cannabis business permit and execution of this Agreement; and
WHEREAS, Section 5-8-06(a)(9) of the Gustine Municipal Code provides that the City shall enter into an Operating Agreement and Indemnification, in conjunction with the issuance of a Cannabis Business Permit, in which the Cannabis Business agrees to abide by the requirements of the Municipal Code and any other operating terms and conditions as mutually agreed by the parties; and
WHEREAS, the City Council of the City of Gustine has determined that both community benefits and potential adverse impacts may result from the operation of cannabis businesses in the City, and therefore desires to ensure all such impacts are adequately mitigated and offset by the potential community benefits the businesses can provide to the City and its residents; and WHEREAS, the Cannabis Business and the City have mutually agreed to certain minimum payments to the City to provide for projects, programs, and other services and activities that will positively contribute to the community and account for any adverse impacts or increases in need for services caused by the operation of the Cannabis Business in the community.

NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants set forth herein, the Parties agree as follows:

AGREEMENT

1. Incorporation of Recitals. The Recitals, and all defined terms set forth in this Agreement, are hereby incorporated into this Agreement as if set forth herein in full.

2. Definitions. The following terms shall have the following meanings for purposes of this Agreement, but other terms may be defined elsewhere in this Agreement. 28859.00009\40155729 L

A. "Cannabis business permit" means the regulatory permit issued by the City to the Cannabis Business pursuant to the provisions of Chapter 8 of Title 5 (hereafter, "Chapter 5-8") of the Gustine Municipal Code.

B. "Canopy" means the designated area(s) at a licensed premises that will contain mature plants at any point in time. Canopy shall be calculated in square feet and measured using clearly identifiable boundaries of all area(s) that will contain mature plants at any point in time, including all of the space(s) within the boundaries. Canopy may be noncontiguous but each unique area included in the total canopy calculation shall be separated by an identifiable boundary such as an interior wall or by at least ten feet of open space. If mature plants are being cultivated using a shelving system, the surface area of each level shall be included in the total canopy calculation.

C. "City Manager" means the City Manager and his or her designee.

D. "City Permits" means and includes all building permits, use permits, zoning amendments, operating agreements, development agreements, and other permits, including the cannabis business permit, licenses, entitlements, and agreements that the City, acting in its governmental capacity, must issue or approve for the Cannabis Business to operate in accordance with the City's regulations and this Agreement.

E. "Commencement Date" means the date that all of the following have occurred: (I) the City has issued all necessary City Permits; (2) the Cannabis Business has obtained all necessary State Licenses to operate; and (3) the Cannabis Business has obtained a certificate of occupancy.

F. "Cultivation" means and includes any activity involving the planting, growing, harvesting, or processing (including drying, curing, grading, trimming, storing, packaging, or labeling) of nonmanufactured cannabis. Cultivation includes indoor, mixed-light, natural light, or nursery cultivation.

G. "Distribution" means the procurement, sale, and transport of cannabis and cannabis products between entities licensed pursuant to state and local law.

H. "Effective Date" means the date first entered above as the Effective Date that both Parties have signed this Agreement.

I. "Gross Receipts" means the total amount actually received or receivable from sales and the total amounts actually received or receivable for the performance of any act or service, of whatever nature it may be, for which a charge is made or credit allowed, whether or not such act or service is done as a part of or in connection with the sale of materials, goods, wares or merchandise. Included in "gross receipts" shall be all receipts, cash, credits and property of any kind or nature, without any deduction therefrom on account of the cost of the property so Id, all cost of materials used, labor or service costs, interest paid or losses or other expenses. The following shall not be included in the definition of "Gross Receipts: ( 1) Cash discounts allowed and taken on 2 28859.00009\40 I 55729 I

sales; (2) Such part of the sale price of property returned by purchasers upon rescission of the contract of sale as is refunded either in cash or by credit; and (3) Receipts of refundable deposits, except that refundable deposits forfeited and taken into income of the business shall not be excluded.

J. "Manager" means a person with responsibility and authority over the establishment, management, supervision, or oversight of the operation of the Cannabis Business.

K. "Retail" means a commercial cannabis business where cannabis, cannabis products, or devices for the use of cannabis or cannabis products are offered, either individually or in any combination, for retail sale, including an establishment ( whether fixed or mobile) that delivers, pursuant to express authorization, cannabis and cannabis products as part of a retail sale, and where the operator holds a valid state license as required by state law to operate a retail business.

L. "State License" means all licenses required to be issued by the State of California for operation of the Cannabis Business pursuant to Division 10 of the Business and Professions Code and applicable state regulations, including but not limited to Division 42 of Title 16, Division 8 of Title 3, and Division l of Title 17 of the California Code of Regulations, as those provisions may be amended.

M. "Term" means the period of time this Agreement is in effect, and any renewal periods, as specified in Section 3.

N. "Use Permit" means the use permit, including any and all conditions of approval, issued by the City to the Cannabis Business pursuant to the City's Zoning Code, as approved by the City Council on or about September 3, 2019, as may be amended, related to the operation of a commercial cannabis business at the Subject Property.

3. Term of Agreement. The Term of this Agreement shall commence on the Amendment Date and continue until December 31, 2024 ("Amended Term"), subject to variable payment obligations as set forth in Section 6, unless earlier terminated as specified in this Agreement. Prior to the expiration of the Initial Term and any subsequent Renewal Period, the Parties may mutually agree to extend the Term of this Agreement for an additional term to be negotiated upon a written request for such extension (each a "Renewal Period").

4. General Terms and Conditions. The Cannabis Business shall comply with all of the following terms and conditions for the Term of this Agreement:

A. This Agreement is only valid for the Cannabis Business to operate at the Subject Property identified in this Agreement. The rights and obligations set forth in this Agreement shall not be transferred, assigned, or assumed unless agreed to in advance in writing by the City. The Cannabis Business expressly acknowledges, understands and agrees that nothing in this Agreement confers any ongoing vested property right or entitlement to conduct the Cannabis Business, or any other commercial cannabis activity, at the Subject Property; this Agreement sets forth only the operational requirements of the Cannabis Business as otherwise approved by the City. 3 28859 00009\40155729 L

B. Conditions placed on any City Permits, expressly including the Cannabis Business Permit, the Use Permit, and the Development Agreement, as applicable, shall be conditions and requirements of this Agreement. Violations of the City Permits shall be deemed violations of this Agreement and shall constitute a material breach of this Agreement. Violations of any applicable State Licenses shall be deemed violations of this Agreement and shall constitute a material breach of this Agreement.

C. The Cannabis Business shall obtain and maintain at all times a valid Cannabis Business Permit, Use Permit, and applicable State License(s) prior to and during operation of the Cannabis Business.
i. As soon as practicable, the Cannabis Business shall inform the City when it obtains its necessary State License(s), and shall provide a copy of the State License(s) to the City Manager. The City shall cooperate with the Cannabis Business as appropriate and as needed to facilitate the State's issuance of a State License(s) to the Cannabis Business.

11. The Cannabis Business agrees to provide City with copies of any reports provided to a State Cannabis Licensing Agency, including any required financial or compliance reports, within thirty (30) days of that submission and further agrees to keep such records in accordance with State law and Chapter 5-8 of the Gustine Municipal Code.
n1. The City shall diligently process the Cannabis Business's applications for all City Permits. This Agreement does not commit the City in advance to approve the City Permits; nor does this Agreement constrain the City's discretion to determine compliance with all requirements regarding issuance of any City Permits.

Nothing in this Agreement relieves the Cannabis Business of the obligation to comply with all requirements and application procedures set forth in Chapter 5-8 of the Gustine Municipal Code.

D. The Cannabis Business understands, acknowledges and agrees to comply with all applicable then-existing state and local laws and regulations applicable to operation of the Cannabis Business, including Chapters 5-8 of the Gustine Municipal Code.

E. The City shall have the power to audit and examine all books and records of the Cannabis Business, including both State and Federal income tax returns, California sales tax returns, or other evidence documenting the gross receipts of the Cannabis Business, for the purpose of ascertaining the gross receipts to determine the amount of the Community Benefit Payment required to be paid by this Agreement, and for the purpose of verifying any statements or item thereof when filed by the Cannabis Business. If the Cannabis Business, after written demand by the City, refuses to make available for audit, examination, or verification such books or records as the City requests, the City may, after full consideration of all information within his or her knowledge, make an assessment he or she determines to be the closest, best estimate of the Cannabis Business's Community Benefit Payment due.
4 28859 00009\40155729.1

5. Operational Requirements. In addition to all operating requirements set forth in Chapter 5-8 of the Gustine Municipal Code, the Cannabis Business shall comply with the following specific operational requirements:

A. The Cannabis Business shall immediately notify the City Police Department of any criminal activity, or suspected criminal activity, occurring at the Subject Property. In the event of any internal security system breach, including a faulty alarm system, broken or damaged surveillance cameras or other video recording equipment, or broken or damaged locks, doors, or lighting which may increase risk of criminal activity at the Subject Property, the Manager of the Cannabis Business shall notify the City Police Department as soon as practicable after becoming aware of the security system breach.

The Cannabis Business shall diligently attempt to fix or resolve any such security breach immediately; if circumstances require additional time and delay to remedy, the Cannabis Business shall so notify City police and provide an estimated timeline the breach will be cured.

B. If the Cannabis Business receives any criminal threats, or otherwise suspects any criminal targeting related to movement of product or cash from or to the Subject Property, the Cannabis Business shall immediately notify the City Police Department.

C. The Cannabis Business shall abide by the following hours of operation:

I.

11. II1.
[ndoor Cultivation (not open to the public) 7 a.m. to ll p.m., seven (7) days per week on a regular basis. However, the Cannabis Business may extend these business hours during peak cultivation periods, in the Cannabis Business's sole discretion, in order to operate up to a maximum of 24 hours per day, upon notice to the City.

Distribution (not open Lo the public) 7 a.m. to 7 p.m., six (6) days per week, Monday through Saturday.

Retail Sales 9 a.m. to 9 p.m., seven (7) days per week, including both Storefront Retail Sales and Retail Deliveries.

6. Consideration. As consideration for the rights and benefits it enjoys under this Agreement, including its operation of approved cannabis uses in the City during the Term, the Cannabis Business shall do all of the following:

A. Community Benefit Pavments. The Cannabis Business shall pay to the City a community benefit fee in the amounts and on the schedule set forth below:
5 28859 00009\40155729 L

Commencing on Amendment Date and
terminating on December 31, 2023: 2.5% of
Gross Receipts derived from cannabis
Cultivation, to be paid on a monthly basis as
set forth in Section 6.B. No fee will be
charged when Cultivation activities are
undertaken exclusively for the benefit of the
Cannabis Business, and the Cannabis Business
does not realize any Gross Receipts from such
Cultivation activities.

Cultivation
Commencing on January 1, 2024 and
terminating on December 31, 2024: 3 .5% of
Gross Receipts derived from cannabis
Cultivation, to be paid on a monthly basis as
set forth in Section 6.B. No fee will be
charged when Cultivation activities are
undertaken exclusively for the benefit of the
Cannabis Business, and the Cannabis Business
does not realize any Gross Receipts from such
Cultivation activities.

Commencing on Amendment Date and
terminating on December 31, 2023: 3% of
Gross Receipts derived from cannabis
Distribution, to be paid on a monthly basis as
set forth in Section 6.B. No fee will be
charged when Distribution activities are
undertaken exclusively for the benefit of the
Cannabis Business, and the Cannabis Business
does not realize any Gross Receipts from such
Distribution activities.

Distribution
Commencing on January 1, 2024 and
terminating on December 31 , 2024: 6% of
Gross Receipts derived from cannabis
Distribution, to be paid on a monthly basis as
set forth in Section 6.B. No fee will be
charged when Distribution activities are
undertaken exclusively for the benefit of the
Cannabis Business, and the Cannabis Business
docs not realize any Gross Receipts from such
Distribution activities.
6 28859 00009\40155729.1

Commencing on Amendment Date and
terminating on December 31, 2023: 6% of
Gross Receipts derived from cannabis Retail,
to be paid on a monthly basis as set forth in
Section 6.B.

Retail
Commencing on January 1, 2024 and
terminating on December 31, 2024: 8% of
Gross Receipts derived from cannabis
Distribution, to be paid on a monthly basis as
set forth in Section 6.B.

B.Monthly Payments: The Monthly Cultivation Payment, Monthly Distribution Payment, and Monthly Retail Payment (collectively, "Monthly Payments") shall be paid together and calculated per calendar month, due and payable on the 15th day of the subsequent calendar month. By way of example only, Monthly Payments for the month of September would be_calculated from September I through September 30, due and payable on October 15.
a. If a Monthly Payment is not paid in full within fifteen (15) days after it is due and payable, the Monthly Payment shall accrue a penalty of five percent (5%) compounding for each month the Monthly Payment is late, until the Monthly Payment and all penalties are paid in full. b. Monthly Payments shall be made to the City's Finance Department.

In the event the Cannabis Business intends to pay a Monthly Payment in cash in an amount that exceeds $10,000, the Cannabis Business shall notify the City in advance to make prior arrangements. c. The Cannabis Business shall keep accurate and adequate records and documentation to reflect its monthly Gross Receipts. Pursuant to Chapter 5-8 of the Gustine Municipal Code, the Cannabis Business shall maintain all such records for at least three (3) years, and shall produce those records to the City within 24 hours after receipt of the City's request.
d. Accompanying the Monthly Payments, the Cannabis Business shall deliver to the City a report ("the Monthly Report") showing (1) Gross Receipts of the Cannabis Business for the immediate prior month; 2) a cumulative total of all amounts of Gross Receipts received by the Cannabis Business to date for the calendar year, (3) a calculation of the Monthly Payment currently due to the City; and (4) a calculation of the curnulati ve total of all Monthly Payments made to the City to date for the calendar year.
7 28859 00009\40 155729.1

C. Cannabis Tax: In the event that City voters approve a cannabis-specific tax to be imposed on cannabis businesses operating in the City, including the Cannabis Business, the Cannabis Business shall pay the cannabis tax or the Monthly Payments, whichever is greater, for the remaining term of this Agreement. Nothing in this Agreement shall relieve the Cannabis Business of the obligation to pay all applicable State and local taxes, including a possible future City cannabis tax.

D. Community Contributions. The Cannabis Business, as part of its project proposal submitted to the City and accepted and approved by the City Council, promised to make certain additional community contributions to the City of Gustine to ensure that any potential adverse impacts of the Cannabis Business are adequately offset by the business's positive community contributions. Accordingly, the Cannabis Business agrees to provide the following:
i. Cannabis Business shall strive to hire or contract with local Gustine residents and businesses, as applicable and in accordance with all federal and state laws, if such residents and businesses apply and are qualified for the position or role sought. The purpose of this commitment is to promote and foster increased job opportunity and growth in the City, as promised and projected by the Cannabis Business. Cannabis Business shall not engage in unlawful discriminatory hiring practices, nor shal I this Agreement be construed to condone discriminatory hiring practices

11. The Cannabis Business agrees to donate $20,000 to the City per fiscal year, beginning Fiscal Year 2020 unless otherwise reasonably agreed by the City due to timing of State licensing and commencement of business operations, to be used toward a community event or events held in the City. The acceptance and use of the donations shall be subject to City Council approval, with input from the Cannabis Business. Nothing in this Agreement binds the City to acceptance of the donations or use of funds for particular events, nor shall this Agreement in any way operate to restrict or bind the City Council's discretion and legislative authority.

7. Termination. The City and/or Cannabis Business may terminate this Agreement prior to expiration of the Term for the reasons and subject to the requirements set forth below. The Cannabis Business understands and acknowledges that the right to operate the Cannabis Business is expressly contingent on full execution of an Operating Agreement, as required by Section 5-806(a)9) of the Gustine Municipal Code. As such, termination of this Agreement shall result in the immediate termination of the Cannabis Business's operations, unless and until a new Operating Agreement is executed by the Parties
A. City's Termination Rights. Without prejudice to its other remedies at law or in equity, the City may terminate this Agreement, at any time and in its sole discretion, effective thirty (30) days after the City provides written notice of termination to the Cannabis Business, if any of the following circumstances occurs:

1. The Cannabis Business breaches its obligation to pay the Monthly Payments when due and fails to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of default. 8 28859 00009\40155729 1

ii. The Cannabis Business breaches its obligation to perform in accordance with any material provision of this Agreement, other than the obligation to pay the Monthly Payment, and: (A) does not cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach or, if the breach cannot reasonably be cured within 30 days, (B) does not begin work to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach. The Parties may mutually agree in writing to extend the time period to cure the breach. The express designation in this Agreement of a provision as "material" does not imply that other provisions are not material.
iii. The Cannabis Business fails to obtain and maintain at all times prior to and during operation of the Cannabis Business a valid Cannabis Business Permit and State License( s ), or violates any provision law or condition of approval of the Use Permit or other City Permits, as determined in the City's sole discretion. iv. The uses and business activities of the Cannabis Business are declared unlawful by order of Court, or become illegal by operation of State law.

B. Cannabis Business's Termination Rights. The Cannabis Business may, at any time and in its sole discretion, effective thirty (30) days after the Cannabis Business provides written notice of termination to the City, may terminate this Agreement if the Cannabis Business has permanently ceased operations, or intends to cease operations within thirty (30) days, in the City of Gustine.

8. Release & Indemnification. The Cannabis Business shall release and hold harmless the City, its agents, officers, elected officials, staff and employees (collectively, "City Parties") from any and all claims, injuries, damages, or liabilities of any kind arising from: (i) any repeal or amendment of Chapter 5-8 of the Gustine Municipal Code, or any provision of the Zoning Code relating to the Cannabis Business, and (ii) any arrest or prosecution of the Cannabis Business or its owners, Managers, staff, employees, or members for violation of state or federal laws. The Cannabis Business shall further defend, indemnify and hold harmless the City Parties from and against any and all claims or actions: (i) brought by adjacent or nearby property owners or any other parties for any damages, injuries, or other liabilities of any kind arising from or related to the Cannabis Business operations at the Subject Property, and (ii) brought by any party for any problems, injuries, damages, or other liabilities of any kind, including bodily injury, death or property damage, arising out of the distribution and deli very of cannabis or cannabis products from or to the Subject Property. The obligations in this Section 7 Release & Indemnification shall survive any expiration or termination of this Agreement.

9. Insurance.

A. Time for Compliance. The Cannabis Business shall not begin operations until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall constitute a material breach of this Agreement.
9 28859.00009\40155729.1

B. Types of Required Coverages, Without limiting the indemnity provisions of this Agreement, the Cannabis Business shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance:

I. Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, with minimum limits of at least $1,000,000 per occurrence.

Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (I) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.

11. Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol I) with minimum limits of $1,000,000 each accident. iii. Workers' Compensation. Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

C. Endorsements.

1. The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability shall be endorsed to provide the following:
a. Additional Insured. The City's indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or ( 4) contain any other exclusions contrary to the Agreement.
b. Primary Insurance and Non-Contributing Insurance, This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this pnmary msurance.
c. Severability. In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or 10 28859 00009\40155729.1

additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
d. Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten ( 10) days prior written notice shall be allowed for non-payment of premium.
e. Duties. Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.
f. Applicability. That the coverage provided therein shall apply to the obligations assumed by the Cannabis Business under the indemnity provisions of this Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.

11. The policy or policies of insurance required by this section for Workers' Compensation shall be endorsed, as follows:
a. Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City's indemnified parties. b. Cance\Jation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premrum.

D. Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City's indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

E. Evidence of Insurance. The Cannabis Business shall, concurrently with execution of this Agreement or as soon thereafter as may be authorized by the City, deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, the Cannabis Business shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the 11 28859.00009\40155729 I

required insurance has been reinstated or has been provided through another insurance company or companies.

F. Failure to Maintain Coverage. The Cannabis Business agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City.

G. Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VIJ and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

H. Insurance for Subcontractors. All subcontractors shall be included as additional insureds under the Cannabis Business's policies, or the Cannabis Business shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding the City as an Additional Insured.

10. Notice. Any notice or other communication provided pursuant to this Agreement must be in writing and shall be considered properly given and effective only when mailed or delivered in the manner provided by this Section 9 to the persons identified below. A mailed notice or other communication shall be considered given and effective on the third day after it is deposited in the United States Mail ( certified mail and return receipt requested). A notice or other communication sent in any other manner will be effective or will be considered properly given when actually delivered. A Party may change its address for these purposes by giving written notice of the change to the other Party in the manner provided in this Section 9.

If to the City:

City of Gustine
Attn: City Manager
352 Fifth Street, Gustine CA 95322

11. Force Majeure.

If to Cannabis Business:

Tip Top Farms
Attn: Robert Villalobos
1468 Healy Drive, Merced CA 95341
A. "Force Majeure Event" means a cause of delay that is not the fault of the Party who is required to perform under this Agreement and is beyond that Party's reasonable control, including the elements (such as floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war-defense conditions, acts of any public enemy, epidemics, the actions or inactions of any governmental entity (excluding the City) or that entity's agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages.

B. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either the City or Cannabis Business is prevented or delayed because of a Force Majeure Event, then the time for performance shall be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. 12 28859.00009\40155729

12. Waiver. A Party's failure to insist on strict performance of this Agreement or to exercise any right or remedy upon the other Party's breach of this Agreement shall not constitute a waiver of any performance, right, or remedy. A Party's waiver of the other Party's breach of any provision in this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in writing and signed by the waiving Party.

13. Relationship of Parties. This Agreement does not create any employment relationship, ownership interest, or other association between the City and Cannabis Business. Nothing herein shall be construed to create the relationship of principal and agent, partnership or other joint venture between the City and Cannabis Business.

14. Attorneys' Fees. The Party prevailing in any litigation concerning this Agreement, the Subject Property, or the Cannabis Business operations, shall be entitled to an award by the court ofreasonable attorneys' fees and litigation costs. If the City is the prevailing party, then this Section shall apply whether the City is represented in the litigation by the designated City Attorney or by outside counsel.

15. Severability. If a court with jurisdiction finds any provision of this Agreement to be invalid, void, or unenforceable, then the remaining provisions shall remain in full force and effect, and to this end this Agreement shall be severable.

16. Counterparts. The parties may execute this Agreement in counterparts, each of which shall constitute an original, but all of which shall collectively constitute this same Agreement.

17. Integration and Modification. This Agreement sets forth the Parties' entire understanding and agreement regarding the matters addressed herein. This Agreement supersedes all prior or contemporaneous agreements, representations, and negotiations (written, oral, express, or implied) and may be modified only by written agreement signed by both Parties. (Signature Page Follows)
13 28859.00009\40155729. I

City of Gustine
Cannabis Business:

Tip Top Farms
Approved as to Form
Gustine City Attorney
By:
14 28859.00009\40155729.1

EXHIBIT D
RESOLUTION 2024-XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUSTINE

APPROVING THE PROPOSED AMENDMENTS TO THE EXISTING DEVELOPMENT AGREEMENT WITH FLAVOR FARMS, LLC TO OPERATE A COMMERCIAL CANNABIS BUSINESS AT 355 4TH STREET
WHEREAS, the City of Gustine has previously entered into a Development Agreement with Flavor Farms, LLC to operate a commercial cannabis business; and WHEREAS, the Agreement is a requirement for the continued operation of the business; and
WHEREAS, Gustine Police Department reports the existing cannabis business in the City to date has not provided any sort of nuisance in the city, including providing no increase in crime that is attributable to the start of the business; and WHEREAS, the operation of the existing cannabis business in the City has provided a significant economic impact to the City; and
WHEREAS, the City of Gustine and the applicant agree to proposed minor changes to the signed Development Agreement as shown in the attached Amendment No. 01; and
WHEREAS, the attached Amendment allows the City to retain all of the original protections, assurances and requirements of the Existing Agreement; and WHEREAS, the Planning Commission approved a Resolution at its October 23, 2024 meeting recommending the City Council approve the proposed amendments; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Gustine, that it adopts the proposed Amendment No. 01 in regard to the commercial cannabis business at the above address.

THE FOREGOING RESOLUTION of the City Council of the City of Gustine was passed by the Council at a regular meeting held on the 19th day of November 2024, and the resolution was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST:

Melanie Correa, Deputy City Clerk
City of Gustine
APPROVED:

Patrick Nagy, Mayor
City of Gustine

EXHIBIT D-1
AMENDMENT NO. 01

TO THE DEVELOPMENT AGREEMENT

BETWEEN

CITY OF GUSTINE
AND

FLAVOR FARMS, LLC
This Amendment No. 01 to the Professional Services Agreement ("Amendment No. 01) is made and entered into as of this _day of ,2024, by and between City of Gustine ("City) and Flavor Farms, LLC. (Owner"). City and Owner are sometimes individually referred to as "Party" and collectively as "Parties."
Recitals
A. Existing Agreement. The Parties have entered into an agreement entitled First Amended Development Agreement dated September 8, 2022 ("Existing Agreement") which is incorporated herein by reference as if fully set forth herein, for the purpose of the development and operation of a Commercial Cannabis establishment.

B. Amendment Purpose. City and Owner wish to amend the Existing Agreement to extend the expiration date and to modify one small section of the agreement for clarity.

C. Amendment Authority. This Amendment No. 01 is authorized pursuant to Section 2.4 of the Existing Agreement.

Amendment
Now therefore, the Parties hereby modify the Existing Agreement as follows:

1. Definitions. All capitalized terms used in this Amendment No. 01 shall have the same meaning as set forth in the Existing Agreement if defined in the Existing Agreement.

2. Section 2.4 of the Existing Agreement. Section 2.4 of the Existing Agreement is hereby replaced with the following italicized text:

Term. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2026, unless this term is modified or extended pursuant to the provisions of this Agreement. Thereafter, the Owner shall have no vested right under this Agreement, regardless of whether or not the Owner has paid any Development Impact Fee.

3. Continuing Effect of Agreement. All provisions of the Existing Agreement otherwise remain in full force and effect and are reaffirmed. From and after the date of this Amendment No. 01, whenever the term "Agreement" appears in the Existing Agreement, it shall mean the Existing Agreement as amended by this Amendment No. 01.

4. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 01.

5. Severability. If any portion of this Amendment No. 01 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

CITY OF GUSTINE
Approved By:

Printed Name
Title
Signature
Date

FLAVOR FARMS, LLC
Approved By:

Printed Name
Title
Signature
Date

EXHIBIT D-2

DEVELOPMENT AGREEMENT
This Development Agreement (hereinafter "Agreement") is entered into as of this 6 day of(p]., 2022 by and between the City of Gustine (hereinafter "City") and Flavor Farms Gustine, a Carita Limited Liability Company (hereinafter "Owner"). City and Owner are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

RECITALS
WHEREAS, City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and
WHEREAS, this Agreement constitutes a current exercise of City's police powers to provide predictability to Owner in the development approval process by vesting the permitted uses, density, intensity of use, and timing and phasing of development in exchange for Owner's commitment to provide significant public benefits to City as set forth in this Agreement; and WHEREAS, Owner has requested City to enter into a Development Agreement to provide for the unique development concerns and opportunities presented by establishment of commercial cannabis uses in the City, and proceedings have been taken in accordance with the rules and regulations of City; and
WHEREAS, the best interests of the citizens of the City and the public health, safety and wet fare will be served by entering into this Agreement; and WHEREAS, the City Council has determined that this Agreement is in conformance with the goals, policies, and objectives of the General Plan, consistent with State law and City requirements, and will help realize positive growth and development of the City to the benefit of City residents; and
WHEREAS, all actions taken and approvals given by City have been duly taken or approved in accordance with all applicable legal requirements; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Government Code Section 65864, et seq. are intended;

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
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I. DEFINITIONS AND EXHIBITS.

1.1 follows:

Definitions. The following terms when used in this Agreement shall be defined as

1.1 . 1 "Agreement" means this Development Agreement.

1.1.2 "City" means the City of Gustine, a California municipal corporation.

1.1. 3 "City Manager" means the City Manager of Gustine or his or her designee.

1.1 .4 "City Council" means the duly elected city council of the City

1.1.5 "Development" means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. "Development" does not include the use, maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion of the Project.

1.1 . 6 "Development Approvals" means all permits and other entitlements for use subject to approval or issuance by City in connection with development of the Property including, but not limited to:
(a) specific plans and specific plan amendments;
(b) tentative and final subdivision and parcel maps;
(c) conditional use permits, public use permits and plot plans; ( d) zoning approvals;
(e) grading and building permits.

1. 1. 7 "Development Exaction" means any requirement of City in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.
l. 1.8 "Development Impact Fee" a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park "in lieu" fees specified in Government Code Section 66477, fees for processing applications -2­
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for governmental regulatoiy actions or approvals, or fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4.

1.1.9 "Development Plan" means the plan for development of the Property as set forth in Exhibit "C.

1.1.10 "Effective Date" means the date the ordinance approving and authorizing this Agreement becomes effective.

1.1.11 "Land Use Regulations" means all ordinances, resolutions, codes, rules, regulations and official policies of City governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property. "Land Use Regulations" does not include any City ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes (special or general) and assessments;
(c) the control and abatement of nuisances;
( d) the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1.1 2 "Owner" means the persons and entities listed as Owner on page 1 of this Agreement and their successors in interest to all or any part of the Property. l. l. 13 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1. l.14 "Project" means the development of the Property for commercial cannabis uses contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.
1 .1.15 "Property" means the real property described on Exhibit "A" and shown on Exhibit "B" to this Agreement.

1.1.16 "Public Benefit" refers to those benefits provided to the City and the community by Owner pursuant to Section 4.2 below.

1. 1 . I 7 "Reservation of Rights" means the rights and authority excepted from the assurances and rights provided to Owner under this Agreement and reserved to City under Sections

3.3 and 7.3 of this Agreement.
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1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit "A" - Legal Description of the Property.

Exhibit "B" Map showing Property and its location.

Exhibit "C" Development Plan.

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out in accordance with the terms of the Development Plan and this Agreement.

2.2 Ownership of Property. Owner represents and covenants that it is the owner of the fee simple title to, or has an equitable interest in, the Property or a portion thereof.

2.3 City Council Findings. The City Council finds that:

2.3.1 This Agreement is consistent with the City's General Plan.

2.3.2 This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, enhances effective utilization of resources within the City.

2.3.3 This Agreement provides public benefits beyond those which are necessary to mitigate the development of the Project.

2.3.4 This Agreement strengthens the public planning process, encourages private participation in comprehensive planning and reduces costs of development and government.

2.3.5 The best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement.

2.4 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years thereafter, unless this term is modified or extended pursuant to the provisions of this Agreement. Thereafter, the Owner shall have no vested right under this Agreement, regardless of whether or not Owner has paid any Development Impact Fee.

2.5 Assignment.

2.5. l Right to Assign. Owner shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such -4-
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sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent:
(a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property.
(b) Concurrent with any such sale, transfer or assignment, Owner shall notify City, in writing, of such sale, transfer or assignment and shall provide City with an executed agreement ("Assignment and Assumption Agreement"), in a form reasonably acceptable to City, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties, obligations, agreements, covenants, waivers of Owner under this Agreement, including, without limitation, the covenants not to sue and waivers contained in Sections 6.2and 7.4 hereof.

Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.5.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed.

2.5.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring Owner shall continue to be obligated under this Agreement with respect to the transferred Property or any transferred portion thereof, unless such transferring Owner is given a release in writing by City, which release shall be provided by City upon the full satisfaction by such transferring Owner of the following conditions:
(a) Owner no longer has a legal or equitable interest in all or any part of the Property subject to the transfer.
(b) Owner is not then in default under this Agreement.
(c) Owner has provided City with the notice and executed agreement required under Paragraph (b) of Subsection 2.5.1 above. (d) The purchaser, transferee or assignee provides City with security equivalent to any security previously provided by Owner to secure performance of its obligations hereunder.

2.5.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section.
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2.5.4 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project, prior to the issuance of a certificate of occupancy for any portion of the Project.

2.6 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all Parties in the manner provided for in Government Code Section 65868. This provision shall not limit any remedy of City or Owner as provided by this Agreement.

2.6.1 Major Amendments. Any amendment to this Development Agreement which affects or relates to (a) the term of this Agreement; (b) permitted uses of the Property; (c) provisions for the reservation or dedication of land; ( d) changes to conditions, terms, restrictions or requirements applicable to subsequent discretionary actions; (e) an increase in the density or intensity of use of the Property or the maximum height or maximum gross square footage; or (f) monetary contributions by Owner, shall be deemed a "Major Amendment" and shall require giving of notice and a public hearing before the Planning Commission and City Council. Any amendment which is not a Major Amendment shall be deemed a Minor Amendment. The City Manager or his or her delegate shall have the authority in its reasonable discretion to determine if an amendment is a Major Amendment subject to this Section or a Minor Amendment. The City Manager's determination may be appealed to the City Council.

2.6.2 Minor Amendments. The Parties acknowledge that refinement and further implementation of the Project may demonstrate that certain minor changes may be appropriate with respect to the details and performance of the Parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project and with respect to those items covered in the general terms of this Agreement. If and when the Parties find that clarifications, minor changes, or minor adjustments are necessary or appropriate and do not constitute a Major Amendment, they shall effectuate such clarifications, minor changes or minor adjustments through a written Minor Amendment approved in writing by the Owner and City Manager. Minor amendments authorized by this subsection shall not constitute an "amendment" for the purposes of Government Code sections 65867, 65867.5, and 65868. Unless otherwise required by law, no such Minor Amendment shall require prior notice or hearing, nor shall it constitute an amendment to this Agreement.

2.7 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreement as set forth in Section 2.4. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
( c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement.
( d) Expiration or termination of any operating agreement for the Property as set forth in Section 3.3.4(ii).
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Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations that are specifically set forth as surviving this Agreement.

2.8 Notices.
(a) As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows:

Ifto City:

Copy to:

City of Gustine
Attn: City Manager
352 Fifth Street
Gustine, California 95322
Best Best & Krieger LLP
Attn: Gustine City Attorney
500 Capitol Mall, Suite 1700
Sacramento, California 95814
Ifto Business Owner:

Flavor Farms Gustine, LLC
2813 Canyon Falls Drive
Modesto , CA 95341
Attn: Andres Sanchez
Telephone: 209-324-3853
E-Mail: [email protected]
( c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.
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3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservation of Rights, Owner shall have a vested right to develop the Property in accordance with, and to the extent of, this Agreement. Except as expressly provided otherwise herein, the Project shall remain subject to all Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted or amended, that are required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, and notwithstanding the authority of the City to further revising the Land Use Regulations pursuant to Government Code section 65866, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted or amended. Owner shall comply with all mitigation measures required to be undertaken pursuant to any document prepared in compliance with the California Environmental Quality Act with respect to the Project.

3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservation of Rights, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted. In connection with any subsequently imposed Development Approvals and except as specifically provided otherwise herein, City may exercise its discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement, including, but not limited to, the Reservation of Rights. City shall accept for processing, review and action all applications for subsequent development approvals, and such applications shall be processed in the same manner and the City shall exercise its discretion, when required or authorized to do so, to the same extent it would otherwise be entitled in the absence of this Agreement.

3.3 Reservation of Rights.

3.3.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following regulations shall apply to the development of the Property:
(a) Processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.
( c) Regulations, policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including, without limitation, all uniform codes adopted by the City and any local amendments to those codes adopted by the City, including, without limitation, the City's Building Code, Plumbing -8-
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Code, Mechanical Code, Electrical Code, and Grading Ordinance. (d) Regulations imposing Development Exactions; provided, however, that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development, either throughout the City or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4 of this Agreement, City shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes.
(e) Regulations that may be in material conflict with this Agreement but that are reasonably necessary to protect the residents of the Project or the immediate community from a condition perilous to their health or safety. To the extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement.
(f) Regulations that are not in material conflict with this Agreement or the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to materially conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations that are in material conflict with the Development Plan; provided Owner has given written consent to the application of such regulations to development of that Property in which the Owner has a legal or equitable interest. (h) Regulations that impose, levy, alter or amend fees, charges, or Land Use Regulations relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking. (i) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by City.

3.3.2 Subsequent Development Approvals. This Agreement shall not prevent City, in acting on subsequent development approvals and to the same extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not materially conflict with this Agreement.

3.3.3 City's Good Faith in Processing. Subject to the reserved discretionary approvals set forth in this Agreement, the City agrees that it will accept, in good faith, for processing, review and action, all complete applications for zoning, special permits, development permits, tentative maps, subdivision maps or other entitlements for use of the Property in accordance with the General Plan and this Agreement. The City shall inform the Owner, upon -9­
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(