Mammoth Lakes City Council
July 3, 2024

Placemate – 7/3/2024

2 Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Town retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of Town and shall at all times be under Consultant's exclusive direction and control. Neither Town, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “A” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, Town shall respond to Consultant's submittals in a timely manner. Upon request of Town, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Town.

3.2.4 Substitution of Key Personnel. Consultant has represented to Town that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of Town. In the event that Town and Consultant cannot agree as to the substitution of key personnel, Town shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the Town, or who are determined by the Town to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the Town. The key personnel for performance of this Agreement are as follows: Chase Janvrin, General Manager.

3.2.5 Town's Representative. The Town hereby designates Nolan Bobroff, Community and Economic Development Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement (“Town's Representative”). Town's Representative shall have the power to act on behalf of the Town for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The Town Manager shall be authorized to act on Town's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the

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3 provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the Town Manager, Town's Representative or his/her designee.

3.2.6 Consultant's Representative. Consultant hereby designates Chase Janvrin, General Manager, or his/her designee, to act as its representative for the performance of this Agreement (“Consultant's Representative”). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with Town staff in the performance of Services and shall be available to Town's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the Town, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the Town to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Town, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom.

Consultant shall defend, indemnify and hold Town, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Insurance.

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4 3.2.10.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Town that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the Town that the subconsultant has secured all insurance required under this section.

3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, or the exact equivalent, and shall be no less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities shall be in an amount of not less than $1,000,000 combined limit for each occurrence. (C) 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.
(D) Professional Liability: Professional Liability insurance with minimum limits of $1,000,000 per claim and in the aggregate. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). 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.

3.2.10.3 Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the Town for approval.

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5 (A) The policy or policies of insurance required by Section 3.2.10.2(A), Commercial General Liability, shall be endorsed to provide the following:
(1) Additional Insured: Consultant agrees to endorse the third party general liability coverage required herein to include as additional insureds Town, its officials, employees, agents, and volunteers, using standard ISO endorsement No. CG 2010 with an edition date of 2010 or similar form. This provision shall also apply to any excess/umbrella liability policies. Consultant also agrees to require all contractors, subcontractors, and anyone else involved in any way with the Project contemplated by this Agreement to do likewise. (B) The policy or policies of insurance required by Section 3.2.10.2(C), Workers' Compensation, shall be endorsed to provide the following:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.

3.2.10.4 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.10.5 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

3.2.10.6 Deductible. Any deductible or self-insured retention must be approved in writing by the Town and shall protect the 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.

3.2.10.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the Town. 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 Town. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the Town evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

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6 3.2.10.8 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the Town. The Town shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement. In the event that the Consultant's operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.

Contractor shall provide immediate written notice if: (i) any of the required insurance policies is terminated; (ii) the limits of any of the required policies are reduced; or (iii) the deductible or selfinsured retention is increased.

3.2.10.9 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:VII 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.

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

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

3.2.10.12 Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the Town and approved of in writing.

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

3.2.10.14 Timely Notice of Claims. Consultant shall give the Town prompt and timely notice of claims made or suits instituted that arise out of or result from

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7 Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference. The total compensation paid to the Consultant shall not exceed One-Hundred and Five Thousand ($105,000) without written approval of the Town Council or Town Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit monthly invoices.

Town shall pay all undisputed amounts within 30 days of the receipt of each invoice.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Town, or included in Exhibit "A" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, Town may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Town to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the Town.

3.3.5 Rate Increases. The rates set forth in Exhibit “A” shall be binding upon Consultant throughout the term of this Agreement.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Town during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. Town may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof,

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8 at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to Town, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except in the event of a breach of Town’s obligations hereunder, which remains uncured 30 days after Town’s receipt of written notice from Consultant specifying alleged breach.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, Town may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Town may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Placemate
10266 Truckee Airport Road, Suite C
Truckee, CA 96161
ATTN: Chase Janvrin, General Manager
Town: Town of Mammoth Lakes
PO Box 1609
437 Old Mammoth Road, Suite R
Mammoth Lakes, CA 93546
ATTN: Nolan Bobroff, Community and Economic
Development Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for Town to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all

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9 subconsultants to agree in writing that Town is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Town.

Town shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Town's sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Town, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Town's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Town.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

3.5.6 Indemnification.

3.5.6.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the Town, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

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10 3.5.6.2 Additional Indemnity Obligations. Consultant shall defend, with counsel of Town’s choosing and at Consultant's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or instituted against Town or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Town or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse Town for the cost of any settlement paid by Town or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Town's attorney's fees and costs, including expert witness fees. Consultant shall reimburse Town and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Town, its directors, officials officers, employees, agents, or volunteers.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Mono County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 Town's Right to Employ Other Consultants. Town reserves the right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Town. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to Town include its elected officials, directors, officers, employees, agents, and volunteers except as otherwise

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11 specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Town shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Town, during the term of his or her service with Town, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and

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12 authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of Town. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

TOWN OF MAMMOTH LAKES PLACEMATE
By: By:

Bill Sauser, Mayor Colin Frolich, President
Attest:

By:

Victoria Frolich, Vice President
By:

Jamie Gray, Town Clerk
Approved as to Form:

By:

Andrew Morris, Town Attorney

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A-1
EXHIBIT "A"

SCOPE OF SERVICES / SCHEDULE OF SERVICES / COMPENSATION

SCOPE OF SERVICES
To: Nolan Bobroff
Community & Economic Development Director
Town of Mammoth Lakes
Ph: (760) 965-3631
[email protected]
From: Chase Janvrin
General Manager - Placemate
(530) 213-3093 x701
[email protected]
10266 Truckee Airport Road, Suite C
Truckee CA 96161
Date: June 21, 2024
Re: Scope of Work for Lease to Locals Program
The Lease to Locals Program was created to assist local jurisdictions and housing organizations in achieving the goal of increasing the inventory of rental homes available for moderate-income households working in their region. The program primarily uses an incentive of a one-time cash grant to encourage property owners to convert their underutilized vacation homes and short-term rentals into longer-term rentals for locally employed households.

Scope of Work
The following outlines the tasks that Placemate will complete to help administer the Lease to Locals Program for the Town of Mammoth Lakes.

Task 1: Program Qualification for Property Owners
Services provided to Property Owners:
(1) Placemate will assist Property Owners with qualification requirements for the Lease to Locals program and be their point of contact through the process of securing the incentive.
(2) For Property Owners who want to work with a Property Manager or find their own Tenants, Placemate will make reasonable efforts to ensure the Property Owner will qualify for the incentive by helping them or the Property Manager follow all of the requirements of the program
Task 2: Property Listing and Tenant Matching
Placemate will allow Property Owners and Property Managers to self-list their properties for free on Placemate’s website, which includes a unique URL with photos, property attributes, property description, and a way for interested and qualified local Tenants to

contact the Property Owner. Placemate will allow local Tenants to complete and update a renter profile that includes attributes such as gross income, employer name and location, and desired rental type(s).

Task 3: Program Marketing
Placemate will market the program to make sure the messaging is clear and understood, and reaches the target audience of Property Owners. These marketing activities will include a dedicated program phone number, building a custom webpage to entice and educate Property Owners about the incentive program and how they can qualify, and to provide an easy way for them to get in contact with a Placemate representative. Placemate will also purchase and manage print advertisements to reach the target Property Owner audience including but not limited to postcard mailers, advertisements in local media outlets, and other channels.

Task 4: Customer Service and Outreach
Placemate will respond to all inbound inquiries (from Property Owners, Property managers, and Tenants) via web, email, and phone, and compile feedback to use for modifications of the Program.

Task 5: Program Payments, Reporting, and Compliance
(a) Program Compliance: To process the grants, Placemate will provide the Town of Mammoth Lakes with:
● Signed copy of the lease agreement, signed by Property Owner/manager and Tenant(s)
● Signed application between the Property Owner and the Town of Mammoth Lakes
● W9 from the Property Owner
● Employment and Income documentation from Qualified Tenant(s) (b) Property Owner Payments
The Town of Mammoth Lakes will pay Property Owners half of the grant amount following lease start date (after Program application verification by Mammoth Lakes staff) and the other half of the grant upon completion of the lease, or one year, whichever occurs first.
(c) Compliance:

Placemate will conduct a six-month lease compliance check for all leases of 12+ months, and at the one-year mark (or end of lease term, whichever occurs first) for all leases, to determine and report to the Town of Mammoth Lakes if the Property Owner qualifies for the second grant installment payment and if they intend to renew with the Tenants.
(d) Reporting
Placemate will meet with Mammoth Lakes staff each month to review progress and provide an update to the Mammoth Lakes Town Council once a year, if requested.

Program Budget (July 3, 2024 — July 2, 2025)
Administration Fee: $97,500
● One time set up fee of $7,500
● Monthly fee of $7,500/mo for 12 months
Marketing/Advertising Costs: $7,500
● Reimbursement included with monthly invoice from Placemate About Placemate
Placemate was founded in March 2019 in Truckee, California with the mission of creating a trust-based marketplace for locals-focused housing in tourist towns. Through their online platform, they connect local Tenants with homeowners who have underutilized properties available for rent, and partner with local governments on programs to incentivize Property Owners to convert their units into seasonal and long-term rentals for locals. They currently operate these programs, known as Lease to Locals, in tourist towns across California, Idaho, Colorado, Vermont, and Massachusetts and have converted hundreds of units into new long-term rentals for local employees.

Mammoth Lakes Town Council
Agenda Action Sheet
Title: Conduct a public hearing to consider an amendment to the State CDBG grant for the Access Apartments project and an amendment to the Subrecipient Agreement with Mammoth Lakes Housing to administer the grant.

Council Meeting Date: 7/3/2024
Prepared by: Nolan Bobroff, Community and Economic Development Director Recommended Motion: Conduct the public hearing, receive public comment and input, and approve the resolution authorizing the amendments to the CDBG grant for the Access Apartments project and approve the amendments to the Subrecipient Agreement with Mammoth Lakes Housing to administer the grant.

Summary: The Town was awarded a $3,000,701 CDBG grant in April 2022 for the MLH Access Apartments project located at 238 Sierra Manor Road.1 Aside from the CDBG funding, MLH had secured a $4.2M HOME grant, a $2.2M commitment from the Town, a $600K commitment from Mono County, and various other funding commitments. The total budget for the project is approximately $10.7M. This project was originally envisioned as an 11-unit project (1-br units) with the units being affordable to households earning between 30% - 80% of the Area Median Income (AMI) but was later reconfigured to be a 13-unit project (studio and 1-br units) with the units being affordable to households earning between 30% - 120% of the AMI.

Staff and MLH have been working with the State to close the CDBG and HOME financing loans for the project and through those conversations with the State, the State has proposed to shift the source of funding so that all State funding will come solely from the CDBG program through the Town, rather than through the separate CDBG and HOME grants. This will increase the Town’s CDBG award to approximately $7.2M, of which $7.1M will be new funding and $93K will be CDBG Program Income.
2 This shift of funding sources does not change the overall budget of the project or require any additional funding from the Town. The benefit of this shift is that there will only be one set of program requirements to comply with and this will allow for a higher number of the units to be restricted at the Moderate-Income (120%) AMI level, which will help the Town satisfy our State RHNA goals. This is significant since the Town has struggled to satisfy the Moderate Income (120% AMI) RHNA target due to funding source restrictions. The proposed AMI breakdown for the units will be (7) units restricted to 80% AMI and (6) units restricted to 120% AMI.

Summary of Proposed Amendments
The amendments being proposed to the Town’s CDBG grant include:
 Increase in CDBG funding from $3,000,701 to approximately $7,200,000, of which $92,832 is CDBG Program Income.
 Change in the unit count from 11 to 13 units
 Change in the beneficiaries to allow for a higher number of 120% AMI units (50% of the units are required to be provided to households below 80% AMI)  An extension for the expenditure deadline from December 6, 2025 to September 30, 2026

1 The project and grant are associated with Mammoth Lakes Housing (MLH), and not Eastern Sierra Community Housing (ESCH), since the name change occurred after all of the agreements for the project were executed.
2 CDBG Program Income are CDBG funds that are held locally by a jurisdiction that originate from the repayment of a CDBG loan. The funds can only be used for future CDBG projects and programs.

Proposed Amendments to the Subrecipient Agreement
In addition to the proposed grant amendments, the changes in the funding require amendments to the Subrecipient Agreement that the Town has with MLH to administer the grant. In the original agreement, the CDBG project funds were to be loaned to MLH and the Town and MLH were eligible to receive compensation for the general administration of the grant. The project funds were to be repaid over a 55-year period, but only in years where there was sufficient cash flow after all other expenses were paid (i.e., residual receipts). These repayment terms are typical in affordable housing projects and result in little to no payments being made over the life of the loan. This is especially true with smaller projects, such as this project, since there are fewer units paying rent. To streamline the future oversight of the project, it is being proposed that the CDBG funds will be granted to MLH for the project, rather than loaned to them. There will still be a regulatory agreement and covenant in place to ensure the units remain as affordable units for a 55-year term. The other amendments to the agreement include shifting all remaining general administration funds to the project and changing the unit count and beneficiaries throughout the agreement. The shift in the general administration funds was agreed to by MLH in exchange for the Town committing additional funding to the project in December 2023.

Purpose of the CDBG Public Hearing
This public hearing is intended to provide an opportunity for the Town Council and the public to discuss the proposed amendments to the CDBG grant for the project.

Attachments

1. CDBG Resolution

2. First Amendment to the Subrecipient Agreement

3. Subrecipient Agreement

Department of Housing and Community Development
Resolution Form Revised 2/14/2024 2023 - 2024 CDBG NOFA RESOLUTION NO. 2024-__

A RESOLUTION APPROVING AN APPLICATION FOR FUNDING AND THE

EXECUTION OF A GRANT AGREEMENT AND ANY AMENDMENTS THERETO FROM THE 2020-2021 FUNDING YEAR OF THE STATE CDBG PROGRAM AND THE STATE 2023-2024 HUD ANNUAL ACTION PLAN
BE IT RESOLVED by the Town Council of the Town of Mammoth Lakes as follows:

SECTION 1:

The Town Council of the Town of Mammoth Lakes (“Town”) has reviewed and hereby approves the submission to the State of California (“State”) of one or more application(s) in the aggregate amount, not to exceed, of $7,500,000.00 for the following CDBG activities, pursuant to the State’s 2021-2022 CDBG NOFA and the State’s 2023-2024 HUD Annual Action Plan:

List activities and amounts
Activity (e.g. Public Services,
Infrastructure, etc.)
Dollar Amount Being Requested for the
Activity
Multi-Family Rental Rehabilitation without Acquisition $ Not to exceed $7,500,000.00 $
SECTION 2:

The Town Council hereby approves the use of Program Income in an amount not to exceed $92,831.68 for the CDBG activities described in Section 1.

SECTION 3:

The Town Council hereby acknowledges that (i) the aggregate amount of funding authorized in Section 1 above includes the existing amount of $3,000,701 previously awarded to the Town pursuant to that certain Standard Agreement (21-CDBG-HA-00015) with the State (the “Standard Agreement”), (ii) that the additional amount of CDBG funds being authorized herein ($4,100,00.00) and the Program Income funds specified in Section 2 above ($92,831.68), are to be used to finance a funding gap for the Access Apartments housing rehabilitation project, (iii) the supplemental funds described in clause (ii) immediately preceding shall be added to the Standard Agreement via a written amendment to be executed by the Town and the State (“Amendment”), and (iv) in addition to adding the supplemental funds described in clause (ii) above, the Amendment shall also extend both the expenditure deadline and the contract expiration dates from December 6, 2025 to September 30, 2026.

SECTION 4:

The Town Council hereby certifies that the Standard Agreement is valid, binding, and in full force and effect as of the date hereof and that any and all actions previously taken by the Town with regard to the subject matter of the Standard Agreement are hereby fully ratified, approved, and confirmed in all respects.

SECTION 5:

The Town Council acknowledges timely compliance with all state and federal public participation requirements in the development of its application(s).

SECTION 6:

Pursuant to Section 2.08.060 of the Mammoth Lakes Municipal Code, the Town Council hereby authorizes and directs the Town Manager to execute and deliver all applications and act on the Town’s behalf in all matters pertaining to all such applications.

SECTION 7:

If an application is approved, the Town Manager is authorized to enter into, execute and deliver the grant agreement (i.e., Standard Agreement) and any and all subsequent amendments thereto with the State for the purposes of the grant.

SECTION 8:

If an application is approved, the Town Manager is authorized to sign and submit Funds Requests and all required reporting forms and other documentation as may be required by the State from time to time in connection with the grant.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Mammoth Lakes held on July 3, 2024 by the following vote:

AYES: Enter # of votes or names
NOES: Enter # of votes or names
ABSENT: Enter # absentees or names
ABSTAIN: Enter # of abstains or names
BILL SAUSER, Mayor
Town Council

STATE OF CALIFORNIA
Town of Mammoth Lakes
I, Jamie Gray, Town Clerk of the Town of Mammoth Lakes, State of California, hereby certify the above and foregoing to be a full, true and correct copy of a resolution adopted by said Town Council on the 3
rd day of July, 2024, and that said resolution has not been amended, modified, repealed, or rescinded since its date of adoption and is in full force and effect as of the date hereof.

Jamie Gray,
Town Clerk of the Town of Mammoth Lakes,
State of California

BY: ______________________________________
Jamie Gray, Town Clerk

FIRST AMENDMENT TO

SUBRECIPIENT AGREEMENT

BETWEEN
Town of Mammoth Lakes
AND
Mammoth Lakes Housing, Inc.

FOR
21-CDBG-HA-00015
PARTIES: Mammoth Lakes Housing, Inc. (“Subrecipient”) and the Town of Mammoth Lakes (“Town”) (collectively, the “Parties”) hereby agree to enter into this First Amendment (“First Amendment”) to the subrecipient agreement between the Parties dated May 5, 2022 (“Agreement”) as set forth below, effective as of July _____, 2024.

AMENDMENTS: The following amendments are intended to reflect the following revisions to the Grant: (1) an increase in the CDBG grant amount to an amount not to exceed $7,191,716; (2) acknowledge that the CDBG grant funds will be provided to the Subrecipient in the form of a grant, rather than as a loan; and (3) increase the unit count of the project to thirteen units, rather than eleven units.

1. Section I.A – Program Delivery is hereby amended to read as follows:

Program Delivery
Activity #1 Housing Rehabilitation – The Grantee will provide the Grant funds to the Subrecipient in the form of a grant to rehabilitate the existing commercial property owned by the Subrecipient and located at 238 Sierra Manor Road into thirteen affordable apartments.

Subrecipient shall ensure that all necessary tasks related to the delivery of the activity and specified in the Grantee’s Standard Agreement Detailed Scope of Work (Exhibit E, Section IV) and Budget Report are completed and adhered to.

2. Section I.B, Paragraph 2 is hereby amended to read as follows:

The Subrecipient certifies that the activities carried out under this Agreement will meet the National Objective to benefit low- and moderate-income persons. The National Objective will be met because CDBG program funds will be used in the Town of Mammoth Lakes to rehabilitate two structures to provide income-restricted apartments to low- (≤ 80% AMI) and moderate-income (≤ 120% AMI) households. Each household will be income certified to verify that they meet the target income requirements. 54% of the units (7 units) will be restricted to households earning up to 80% of the Mono County AMI and 46% of the units (6 units) will be restricted to households earning up to 120% of the Mono County AMI. The Grantee and/or the Subrecipient will market the program to the targeted groups: families, workforce, and single adults.

3. Portions of Section I.C are hereby amended to read as follows:

Activity Units Per Month Total Units/Year
Activity #1 will vary 13

4. The table in Section III is hereby amended to read as follows:

Item Amount
Multi-Family Housing Rehabilitation $7,191,716 ($7,098,884 in CDBG Grant funds + $92,831.68 in CDBG-PI)
General Administration $1,817.16
TOTAL $7,193,533

5. Section IV, Paragraph 1 is hereby amended to read as follows:

It is expressly agreed and understood that the total amount to be paid by the Grantee to the Subrecipient under this Agreement shall not exceed $7,191,716. Drawdowns for the payment of eligible expenses shall be made against the line-item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line-item budgets specified in Paragraph III and in accordance with performance.

NO OTHER AMENDMENT: Except as modified by this First Amendment, the Agreement remains binding on the Parties in full force and effect according to its terms.

INCORPORATION OF FIRST AMENDMENT: From and after the Effective Date of this First Amendment, wherever the term “Agreement” or contract appears in the Agreement, it shall be read and understood to mean the Agreement as amended by this First Amendment.

COUNTERPARTS: This First Amendment may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one fully executed First Amendment.

AUTHORITY TO EXECUTE: Each signatory executing this First Amendment on behalf of the Party below warrants that he or she is authorized to enter into and bind that Party to the terms of this First Amendment.

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed on the Effective Date.

Town of Mammoth Lakes Mammoth Lakes Housing, Inc.

By By
Daniel C. Holler, Town Manager Patricia Robertson, Executive Director Attest
Town Clerk
Countersigned: By
Finance Officer
Title
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:

Fed. I. D. 77-0043067
Town Attorney

AFFIRMATIVE ACTION APPROVAL
Contract Compliance Supervisor/
Town Clerk

Subrecipient Agreement
21-CDBG-HA-00015 Page 1 of 17

SUBRECIPIENT AGREEMENT
AGREEMENT BETWEEN Town of Mammoth Lakes
AND
Mammoth Lakes Housing, Inc.

FOR
21-CDBG-HA-00015
THIS AGREEMENT, entered this 5th day of May, 2022 by and between the Town of Mammoth Lakes (herein called the “Grantee”) and Mammoth Lakes Housing, Inc. (herein called the “Subrecipient”).

WHEREAS, the Grantee has applied for and received funds from the State of California, Department of Housing and Community Development, State Community Development Block Grant Program (“the Department”) originating from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds for its Community Development Block Grant (CDBG) Grant 21-CDBG-HA-00015, Access Apartments Housing Rehabilitation project (the “Grant”).

NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE
A. Activities
The Subrecipient will be responsible for administering the Grant in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include the following activities eligible under the Community Development Block Grant program:

Program Delivery
Activity #1 Housing Rehabilitation – The Grantee will loan the Grant funds to the Subrecipient to rehabilitate the existing commercial property owned by the Subrecipient and located at 238 Sierra Manor Road into eleven onebedroom apartments.

Subrecipient shall ensure that all necessary tasks related to the delivery of the activity and specified in the Grantee’s Standard Agreement Detailed Scope of Work (Exhibit E, Section IV) and Budget Report are completed and adhered to.

General Administration
Subrecipient will also conduct all administrative duties in conjunction with this activity, such as, labor compliance reporting and oversight. Additionally, Subrecipient will provide overall general coordination of program reporting to CDBG, fiscal reporting, and general coordination on the Grant.

Subrecipient Agreement
21-CDBG-HA-00015 Page 2 of 17
B. National Objectives
All activities funded with CDGB funds must meet one of the CDBG program’s National Objectives: benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208.

The Subrecipient certifies that the activities carried out under this Agreement will meet the National Objective to benefit low- and moderate-income persons. The National Objective will be met because CDBG program funds will be used in the Town of Mammoth Lakes to rehabilitate two structures to provide income-restricted apartments to low-income households. Each household will be income certified to verify that they meet the lowincome requirements and earn less than 80% of the Area Median Income for Mono County.

The Grantee and/or the Subrecipient will market the program to the targeted groups:
families, workforce, and single adults.

C. Levels of Accomplishment – Goals and Performance Measures The levels of accomplishment may include such measures as units rehabbed, persons or households assisted and should also include time frames for performance.

The Subrecipient agrees to provide the following levels of program services:

Activity Units per Month Total Units/Year
Activity #1 will vary 11
D. Staffing
Executive Director
Grant & Financial Associate
Housing Navigator
Rural West Intern
E. Performance Monitoring
The Grantee will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the Grantee will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the Grantee, contract suspension or termination procedures will be initiated.

II. TIME OF PERFORMANCE
Services of the Subrecipient shall start on the effective date of the Grantee’s Standard Agreement for the Grant and end on the date specified in the Grantee’s Standard Agreement for the Grant. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income.

Subrecipient Agreement
21-CDBG-HA-00015 Page 3 of 17
III. BUDGET
Item Amount
Multi-Family Housing Rehabilitation $2,318,486
Rehabilitation Activity Delivery $472,212
General Administration $210,003 ($15,000 reserved for Grantee) TOTAL $3,000,701
Any indirect costs charged must be consistent with the conditions of Paragraph VIII (C)(2) of this Agreement. In addition, the Grantee may require a more detailed budget breakdown than the one contained herein, and the Subrecipient shall provide such supplementary budget information in a timely fashion in the form and content prescribed by the Grantee. Any amendments to the budget must be approved in writing by both the Grantee and the Subrecipient.

IV. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the Grantee to the Subrecipient under this Agreement shall not exceed $2,985,701. Drawdowns for the payment of eligible expenses shall be made against the line item budgets specified in Paragraph III herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budgets specified in Paragraph III and in accordance with performance.

Payments may be contingent upon certification of the Subrecipient’s financial management system in accordance with the standards specified in 24 CFR Part 84.21.

V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice.

Communication and details concerning this contract shall be directed to the following contract representatives:

Grantee Subrecipient
Daniel C. Holler, Town Manager Patricia Robertson, Executive Director Town of Mammoth Lakes Mammoth Lakes Housing, Inc.
437 Old Mammoth Road 587 Old Mammoth Road #4
P.O. Box 1609 P.O. Box 260
Mammoth Lakes, CA 93546 Mammoth Lakes, CA 93546
P: (760) 965-3600 P: (760) 934-4740
F: (760) 934-7493 F: (760) 934-4724
VI. SPECIAL CONDITIONS
None.

VII. GENERAL CONDITIONS
A. General Compliance

Subrecipient Agreement
21-CDBG-HA-00015 Page 4 of 17
The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the recipient’s environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract.

The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.

B. “Independent Contractor”
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as the Subrecipient is an independent contractor.

C. Hold Harmless
The Subrecipient shall hold harmless, defend and indemnify the Grantee from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or nonperformance of the services or subject matter called for in this Agreement.

D. Workers’ Compensation
The Subrecipient shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement.

E. Insurance & Bonding
The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from the Grantee.

The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR

84.31 and 84.48, Bonding and Insurance.

F. Grantee Recognition
The Subrecipient shall insure recognition of the role of the Grantee in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.

G. Amendments
The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed

Subrecipient Agreement
21-CDBG-HA-00015 Page 5 of 17
by a duly authorized representative of each organization, and approved by the Grantee’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under this Agreement.

The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Subrecipient.

H. Suspension or Termination
In accordance with 24 CFR Part 85.43, the Grantee may suspend or terminate this Agreement if the Subrecipient materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following:

1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time;

2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement;

3. Ineffective or improper use of funds provided under this Agreement; or

4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect.

In accordance with 24 CFR Part 85.44, this Agreement may also be terminated for convenience by either the Grantee or the Subrecipient, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the Grantee may terminate the award in its entirety.

VIII. ADMINISTRATIVE REQUIREMENTS
A. Financial Management

1. Accounting Standards
The Subrecipient agrees to comply with 24 CFR Part 84.21−28 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.

2. Cost Principles
The Subrecipient shall administer its program in conformance with 2 CFR Part 200 subpart E, “Cost Principles for Non-Profit Organizations” (formerly OMB Circular A-122), as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

Subrecipient Agreement
21-CDBG-HA-00015 Page 6 of 17
B. Documentation and Record Keeping

1. Records to be Maintained
The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to:
a) Records providing a full description of each activity undertaken; b) Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program;
c) Records required to determine the eligibility of activities; d) Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e) Records documenting compliance with the fair housing and equal opportunity components of the CDBG program;
f) Financial records as required by 24 CFR 570.502, and 24 CFR 84.21−28; and
g) Other records necessary to document compliance with Subpart K of 24 CFR Part 570.

2. Retention
The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years. The retention period begins on the date of the submission of the Grantee’s annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five-year period, whichever occurs later.

3. Client Data
The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to Grantee monitors or their designees for review upon request.

4. Disclosure
The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this contract, is prohibited by various federal, state, and county laws, regulations, and ordinances unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.

Subrecipient Agreement
21-CDBG-HA-00015 Page 7 of 17

5. Closeouts
The Subrecipient’s obligation to the Grantee shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income.

6. Audits & Inspections
All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current Grantee policy concerning subrecipient audits and 2 CFR Part 200.500 (formerly OMB Circular A-133).

C. Reporting and Payment Procedures

1. Program Income
The Subrecipient shall report semi-annually all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this Agreement. A copy of each report shall be provided by the Subrecipient to the Grantee no later than January 30th and July 31st. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balance on hand. All unexpended program income shall be returned to the Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the Grantee. Program Income reports completed outside of the term of this agreement will be billed on an hourly basis.

2. Indirect Costs
If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for determining the appropriate Subrecipient’s share of administrative costs and shall submit such plan to the Grantee for approval, in a form specified by the Grantee.

Subrecipient Agreement
21-CDBG-HA-00015 Page 8 of 17

3. Payment Procedures
The Grantee will pay to the Subrecipient funds available under this Agreement based upon information submitted by the Subrecipient and consistent with any approved budget and Grantee policy concerning payments. Payments will be made for eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by the Grantee in accordance with program income balances available in Subrecipient accounts. In addition, the Grantee reserves the right to liquidate funds available under this contract for costs incurred by the Grantee on behalf of the Subrecipient.

4. Progress Reports
The Subrecipient shall submit regular Progress Reports to the Grantee in the form, content, and frequency as required by the Grantee.

5. State CDBG Report(s)
The Subrecipient shall submit any required status reports to the State. A copy of each report shall be provided by the Subrecipient to the Grantee in a timely fashion.

D. Procurement

1. Compliance
The Subrecipient shall comply with current Grantee policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon termination of this Agreement.

2. OMB Standards
Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR Part 200.318.

3. Travel
The Subrecipient shall obtain written approval from the Grantee for any travel outside the Town’s municipal boundary with funds provided under this Agreement.

E. Use and Reversion of Assets
The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:

1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.

Subrecipient Agreement
21-CDBG-HA-00015 Page 9 of 17

2. Real property under the Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement . If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period .

3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment].

IX. RELOCATION, REAL PROPERTY ACQUISITION AND ONE-FOR-ONE HOUSING

REPLACEMENT
The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti-displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances, resolutions and policies concerning the displacement of persons from their residences.

X. PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Rights

1. Compliance
The Subrecipient agrees to comply with local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086.

2. Nondiscrimination
The Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24

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CFR 570.607, as revised by Executive Order 13279. The applicable nondiscrimination provisions in Section 109 of the HCDA are still applicable.

3. Land Covenants
This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.

4. Section 504
The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. The 504 Coordinator is designated as Patricia Robertson, Executive Director, Mammoth Lakes Housing, Inc.

B. Affirmative Action

1. Approved Plan
The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee’s specifications an Affirmative Action Program, including marketing, in keeping with the principles as provided in President’s Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for an Affirmative Action Program for approval prior to the award of funds.

2. Women- and Minority-Owned Businesses (W/MBE)
The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise” means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, AsianAmericans, and American Indians. The Subrecipient may rely on written

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21-CDBG-HA-00015 Page 11 of 17
representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation.

3. Access to Records
The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein.

4. Notifications
The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker’s representative of the Subrecipient’s commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. Additional State of California Requirements regarding the State Equal Opportunity provisions are contained in Attachment A.

6. Subcontract Provisions
The Subrecipient will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors.

C. Employment Restrictions

1. Prohibited Activity
The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities.

2. Labor Standards
The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Subrecipient shall maintain documentation that demonstrates

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21-CDBG-HA-00015 Page 12 of 17
compliance with hour and wage requirements of this part. Such documentation shall be made available to the Grantee for review upon request.

The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph.

3. “Section 3” Clause
a) Compliance: Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR Part 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon the Grantee, the Subrecipient and any of the Subrecipient’s subrecipients and subcontractors. Failure to fulfill these requirements shall subject the Grantee, the Subrecipient and any of the Subrecipient’s subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements.

The Subrecipient further agrees to comply with these “Section 3” requirements and to include the following language in all subcontracts executed under this Agreement:
“The work to be performed under this Agreement is a
project assisted under a program providing direct Federal financial assistance from HUD and is subject to the
requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended (12 U.S.C. 1701).

Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to
low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic
opportunities for low- and very low-income persons
residing in the metropolitan area in which the project is located.”
The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and

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21-CDBG-HA-00015 Page 13 of 17
very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to lowand very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs.

The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b) Notifications: The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker’s representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c) Subcontracts: The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations.

D. Conduct

1. Assignability
The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee thereto; provided, however, that claims for money due or to become due to the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval.

Notice of any such assignment or transfer shall be furnished promptly to the Grantee.

2. Subcontracts
a) Approvals: The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the Grantee prior to the execution of such agreement. b) Monitoring: The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts

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21-CDBG-HA-00015 Page 14 of 17
shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. c) Content: The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement.
d) Selection Process: The Subrecipient shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the Grantee along with documentation concerning the selection process.

3. Hatch Act
The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.

4. Conflict of Interest
The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and 570.611, which include (but are not limited to) the following:
a) The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b) No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. c) No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the Grantee, the Subrecipient, or any designated public agency.

5. Lobbying
The Subrecipient hereby certifies that:
a) No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in

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21-CDBG-HA-00015 Page 15 of 17
connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;
b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and
c) It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly:
d) Lobbying Certification
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

6. Copyright
If this contract results in any copyrightable material or inventions, the Grantee and/or grantor agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes.

7. Religious Activities
The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization.

XI. ENVIRONMENTAL CONDITIONS
A. Air and Water
The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement:
• Clean Air Act, 42 U.S.C. , 7401, et seq.;
• Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information,

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21-CDBG-HA-00015 Page 16 of 17
as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; and
• Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended.

B. Flood Disaster Protection
In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).

C. Lead-Based Paint
The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted.

D. Historic Preservation
The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement.

In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list.

E. NEPA Compliance
The Subrecipient shall prepare the required National Environmental Policy Act (NEPA) documentation consistent with 42 USC 4321-4347 and the implementing regulations at 24 CFR Parts 50 and 58. The Subrecipient shall provide the required NEPA documentation to the State and the original documentation to the Grantee.

XII. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

1 TOWN COUNCIL STAFF REPORT
Title: Appeal of Enforcement Charges and Administrative Citations for TOT Enforcement at 246 Canyon Blvd Mammoth Lakes California 93546.

Meeting Date: July 3, 2024
Prepared by: Rob Patterson – Town Manager
RECOMMENDATION:

Make a finding of noncompliance with the Town of Mammoth Lakes Municipal Code and uphold the Notice of Determination amount due of $3,614.88 for TOT, tax fraud, penalties, interest, and enforcement charges. Judgement from the hearing officer for administrative citations is included in this amount.

BACKGROUND:

Chapter 3.12 of the Municipal Code established the Uniform Transient Occupancy Tax ordinance for the Town of Mammoth Lakes. This enforcement case is a zoning violation, meaning the operator is conducting business in an area not zoned for transient rental but is subject to the Municipal Code regarding the remittance of transient occupancy tax.

Enforcement of the Municipal Code is a primary function of the Revenue team to preserve a transparent and equitable business environment.

Section 5.04.110 - Evidence of conducting business.

When any person shall by use of any promotional media—including but not limited to print, audio, visual, or electronic media including websites, web marketing, advertising or promotional websites, social media, or traditional promotional methods, including but not limited to signs, circulars, bills, cards, telephone books, or newspapers—promote, market, advertise, hold out or represent that they or an entity they own, operate, manage, or control are in business in the town, or when any person holds an active license or permit issued by a governmental agency indicating that they are in business in the town, and such person fails to deny by a sworn statement given to the collector that they are not conducting a business in the town, after being requested to do so by the collector, then these facts shall be considered prima facie evidence that they are conducting a business in the town.

Additionally, the Town Municipal Code includes the Quality-of-Life Ordinance found in section 5.40 which regulates transient rentals and states:

5.40.020 - Permitted use.

Transient use of residential property shall be permitted as allowed by Title 17, Zoning.

Transient uses shall comply with all applicable codes including the California Building Code and the California Residential Code and local amendments.

2 3.12.310 – Violation-Penalty.

A. Any person, including any transient, who violates any of the provisions of this chapter shall be guilty of an infraction. Each such person shall be guilty of a separate offense for each and every day during any portion of which any violation of any provision of this chapter is committed, continued or permitted by such person, and may be punished accordingly. The foregoing notwithstanding, in the discretion of the district attorney or the town attorney, upon a showing of gravity of offense, any violation of any provision of this chapter may be prosecuted as a misdemeanor.

ANALYSIS/DISCUSSION:

March 2023, an online advertisement was identified by Town staff soliciting for transient rental in the Residential Single Family (RSF) zone. The advertisement had 3 reviews in the months of November 2022, December 2022, and January 2023.

April 2023, Town staff conducted a sting booking of the unit that was confirmed for a single night. The total paid for the booking was $488.25 and included line items for 13% tax, $59.00 in Property Damage Protection, and a $125.00 cleaning fee.

April 7, 2023, an initial administrative citation totaling $1,500.00 was sent both first class and certified mail to the address on file with the Mono County Assessor’s office. The administrative citation was also posted on the property. Instructions on the administrative citation clearly state to correct the violation the operator must, immediately cease advertising for transient rentals as well as renting the property on a transient basis. Cancel all future transient rentals. Pay in full past due transient occupancy tax, TBID, all fines, penalties, interest, and enforcement charges.

April 26, 2023, due to being unable to collect the online rental platform records and revenue statements for the time-period requested, an additional administrative citation for $3,000.00 was sent both first class and certified mail as well as posted on the property.

With the absence of actual rentals revenues available to Town staff, an assessment of owed transient occupancy tax, tax fraud, penalties, interest, administrative citations, and enforcement charges was conducted. The second citation and assessment were posted on the property.

October 2023, after continuing to work with the operator for over 5 months, Town staff was able to collect the online rental platform booking records and revenue statement.

Illegal transient rental activity was confirmed at the property for the months of November 2022, December 2022, and January 2023, totaling $3,902.00. A Notice of Determination (NOD) was issued totaling $5,864.88.

January 10, 2024, an appeal of the administrative citations was requested by the operator and conducted by Hearing Officer Haislip Hayes. The Hearing Officer found it prudent to reduce the administrative citations from $4,500.00 to $2,250.00.

January 18, 2024, a Notice of Determination was issued reflecting the Hearing Officers findings. The details of the final NOD issued are below.

3 OPTIONS ANALYSIS
Option 1: Make a finding of noncompliance with the Town of Mammoth Lakes Municipal Code and uphold the Notice of Determination and judgement of the administrative citation hearing officer in the amount of $3,614.88.

Option 2: Make alternate findings and direct Town staff accordingly.

FINANCIAL CONSIDERATIONS:

The Town of Mammoth Lakes relies on transient occupancy tax for more than 60% of its General Fund, without which it would not be able to provide services such as snow removal, recreation programming, and road maintenance. Operators of illegal transient rental properties are not only failing to contribute funds necessary for the Mammoth Lakes community to thrive but are taking away potential business from operators who are following the Town laws. To waive penalties, interest, enforcement charges, and/or administrative citations routinely would result in a significant loss of revenue and likely increase tax collection efforts and enforcement difficulties.

LEGAL CONSIDERATIONS:

The Town’s Municipal Code does not authorize the Tax Collector to waive or reduce tax, penalties, interest, enforcement charges, or administrative citations that is due to the Town.

The Town Council is acting in a semi-judiciary capacity and may reduce, increase or amend the recommendation of the Tax Collector.

Administrative Citations - Post Appeal Hearing
$ 500.00
$ -
$ 3,614.88
Tax Fraud
Actual Rental Revenue from Summaries
Transient Occupancy Tax
Penalties and Interest
Enforcement Charges
Payment Received
Total Due

NOTICE OF DETERMINATION
$ 3,902.00
$ 507.26
$ 230.80
$ 126.82
$ 2,250.00 Page 189 of 229
From: Rob Patterson
To: Rob Patterson
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Date: Tuesday, June 25, 2024 3:46:07 PM
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Property #2772753
Reservation ID HA-031D7Q
Arrive Apr 28, 2023
Depart Apr 29, 2023
Nights 1
Guests 2 adults
Charges
$225.00 x 1 night $225.00
Cleaning Fee $125.00
Service Fee $50.00
Property Damage Protection $59.00
Tax $29.25
Total $488.25
Due on April 6, 2023 Paid $488.25
House Rules
Check in after 4:00 PM
Check out before 11:00 AM
Maximum overnight guests: 2

Children allowed
No events
Pets allowed
Pets allowed
No smoking allowed
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Eileen Rains
P.O. Box 2602 Starting Month Nov-22
Mammoth Lakes, CA 93546
Nov-22 $ 1,080.00 $ 140.40 $ 35.10 $ 21.06 $ 21.06 $ 23.17 $ 240.79 Dec-22 $ 380.00 $ 49.40 $ 12.35 $ 10.00 $ 10.00 $ 7.41 $ 89.16 Jan-23 $ 2,442.00 $ 317.46 $ 79.37 $ 47.62 $ 47.62 $ 42.86 $ 534.93 Totals $ 3,902.00 $ 507.26 $ 126.82 $ 78.68 $ 78.68 $ 73.44 $ 864.88 Administrative citations $ 2,250.00
$ 500.00
$ -
$ 3,614.88
January 18, 2024
Payment already received
Enforcement charges
Total remaining due
Tax Fraud
Notice of Determination: 246 Canyon Blvd Mammoth Lakes California 93546 Tax Period 1st Month
Penalty
Rental
Revenue TOT Due Interest Total Due 2nd Month Penalty

FINANCE DEPARTMENT
P. O. Box 1609
Mammoth Lakes, CA 93546
Phone: (760) 965-3660

1 TOWN COUNCIL STAFF REPORT
Title: Authorize Purchase and Sale Agreement with Mammoth Lakes Foundation to purchase real property located at 100 College Parkway.

Meeting Date: July 3, 2024
Prepared by: Rob Patterson – Town Manager
RECOMMENDATION:

Staff recommends the Town Council authorize the Town Manager to execute a purchase and sale agreement with Mammoth Lakes Foundation (MLF) for the acquisition of real property located at 100 College Parkway.

BACKGROUND:

For the past several years the Mammoth Lakes Foundation, Town of Mammoth Lakes, Mammoth Lakes Recreation and numerous other individuals and non-profits have worked to bring forward the Mammoth Arts and Cultural Center (MACC). This project envisioned several elements including the ongoing use of Edison Hall, a new Performing Arts Theater, an outdoor amphitheater, and potential for artists in residence space. The project has been scaled back over time to meet the financial realities of construction and operational costs.

The Town and the Foundation have continued to work together to bring a viable facility to completion. The work has been supported by Mammoth Lakes Recreation (MLR) using Measure U funding, and commitment of funding for the future project. The efforts of the Foundation and Town over the last two years have moved the project forward and we are moving towards a planned groundbreaking for the project this summer (2024).

The performing arts component of the project was re-envisioned to construct a new performing arts auditorium connected to Edison Hall. The use of Edison Hall reduced the need for additional ‘back of house’ space in the new facility. The layout provides for a 242+/- seat performing arts auditorium (or the theater). The concept does not include the full “fly” space for a full theater concept but is designed to accommodate a mix of users and types of performances. MLF is proceeding with the necessary remodel of Edison Hall, scheduled for completion in late September 2024. The final design and construction drawings for the new space are completed with construction estimates matching the identified funding. The Town will be managing the construction of the new facility. The layout of the facility will require additional coordination with other project work and partners to accommodate traffic flow and parking.

To achieve the planned project the Town and MLF have been in negotiations for the Town to acquire approximately 8 acres of land. The site includes the planned Theater project, a childcare facility, the amphitheater, a dog park, a 40-space parking lot, and a new restroom.

With the exception of the amphitheater, all other projects are under way as Town capital

2 improvement projects on this space. The acquisition of the land is crucial for the success of these existing projects as well as the construction and operations of the MACC under Town ownership.

ANALYSIS:

The negotiation for the purchase of the property, 7.94 acres located at 100 College Parkway, has a number of important elements that will provide additional funding for the MACC construction as well as provide for ongoing operations of MLF in their primary role of education and student scholarships. The attached Purchase and Sale Agreement with related exhibits, contains a detailed description of each of these elements, the process for any conflict resolution, and legal remedies for each party. There are elements of the agreement that have significant risk to the Town, like the requirement to build the MACC, no matter the construction cost, or longer-term elements, up to 50 years for MLF’s use of space in Edison Hall. The Town staff and representatives from MLF have been negotiating to work through differences and ensure their respective party’s position as well as agreeable remedies are clearly defined. There are no aspects of the agreement that remain unresolved to the satisfaction of each party.

The summary below is not intended to contain the legal language around each element but intended to highlight key deal points of the purchase and sale agreement for ease of understanding.

1. The purchase price for the land is $4,500,000.

2. MLF will contribute $3,500,000 to the Town to be used to offset MACC construction costs.

3. The Town shall assume the agreement with Kern Community College District (KCCD). KCCD has agreed to contribute $7,500,000 to the construction of the MACC.

4. MLF will continue the Edison Hall improvements until completion. This project is expected to be completed by September 30, 2024. In the event the project is not completed by this date, the Town has the right to waive the completion of the improvements and work with MLF to determine the value of the incomplete work on the improvements and deduct that value from the purchase price.

5. In the event that Item 4 is executed, the Town shall have the obligation to complete the improvements to the Edison Hall.

6. The closing date of the purchase will be not later than 30 days after the completion of the Edison Hall Improvements or after a mutual agreement has been reached on the value of incomplete work, reducing the purchase price.

7. The Town shall assume MLF’s contract with HMC Architects for the design of the MACC.

8. The Town is required to construct the MACC as a conventionally constructed structure, not a tensile fabric structure as part of this agreement.

3 9. MLF shall have specific use rights to Edison Hall for continued operations of their core activities. These use rights are in consideration for the value the Town receives from the transaction, both land value and contribution to MACC construction costs.

The specifics of these use rights will be outlined in a separate lease agreement between the Town and MLF. A brief summary is listed below:
a. Exclusive access to two office spaces and non-exclusive use of one additional office for the term of 50 years.
b. MLF shall have non-exclusive access to all common areas located on the property.
c. MLF shall have exclusive access to the MACC for up to six weekend days or evenings, and six weekday or evenings, to accommodate activities which support education and arts.

10. The name of the facility shall be “Dave and Roma Arts and Cultural Center” and a “donor wall” to commemorate significant contributions made for the construction or ongoing operations of the facility, will be included on an interior wall.

11. The Town shall maintain the current zoning of the property or grant a similar option to MLF on adjoining property remaining in its possession, any zoning adjustments that increase the use and value of the property.

CONCLUSION:

This transaction represents a great benefit for our community with the construction of these vital assets. The Town considers this site to be a community hub that will greatly enhance the experience of both residents and visitors. For those benefits, the Town will be entering into financial obligations to operate the facility in the future. MLF will no longer be involved in the operation of the facility and will continue its core mission of education in our community. The mission and activities of MLF have demonstrated their commitment to the success of these endeavors and their generous contributions in this agreement have made this a reality.

1 PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this ______ day of __________________, 2024 ("Effective Date"), between MAMMOTH LAKES FOUNDATION, a California nonprofit corporation, whose mailing address is P.O. Box 1815, Mammoth Lakes, CA 93546 ("MLF"), and TOWN OF MAMMOTH LAKES, a California municipal corporation, whose mailing address is P.O. Box 1609, Mammoth Lakes, California 93546 ("Town"). MLF and Town shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

R E C I T A L S
A. MLF owns the real property located at 100 College Parkway, in Mammoth Lakes, California, consisting of APN 035-010-049-000 ("Property"). The Property includes approximately 7.94 acres of land and a 6794 square-foot building commonly known as Edison Hall, which includes offices, meeting rooms, a kitchen, restrooms, a theatre, storage, common areas, and furniture, fixtures, and equipment ("FF&E"). The Property is depicted in the Site Plan attached as Exhibit A.

B. Town and MLF intend to support and effectuate the construction of a new facility on the Property, commonly known as the Mammoth Arts and Cultural Center ("MACC"), that will be connected to and will incorporate the existing Edison Hall. A draft site plan for the MACC is attached as Exhibit B. The construction of the MACC has been a longstanding goal of the Town and MLF.

C. Town and MLF have concluded that their shared goal of constructing and operating the MACC can best be accomplished through the sale of the Property by MLF to Town.

D. MLF is in the process of completing necessary renovations to Edison Hall ("Improvements"), which are underway as of the Effective Date.

E. MLF intends to sell the Property, including the completed Improvements, to Town on the terms and conditions set forth in this Agreement.

A G R E E M E N T
NOW, THEREFORE, in consideration of the recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, MLF and Town agree as follows:

Section 1. Purchase and Sale of Property. MLF agrees to sell to the Property to Town, and Town agrees to purchase from the Property from MLF, on the terms and conditions of this Agreement.

2 Section 2. Purchase Price. The purchase price ("Purchase Price") for the Property shall be $4,500,000.

Section 3. MLF’s Conditions Precedent to Closing. MLF’s obligation to sell the Property to Town pursuant to this Agreement shall be conditioned upon and subject to the conditions precedent set forth below, each of which is for MLF’s sole benefit and may only be waived by MLF in writing, except as set forth below:
(a) Completion of Edison Hall Improvements. Subject to Town’s rights pursuant to Section 4(a), MLF shall complete the Improvements to Edison Hall no later than September 30, 2024 (the “Improvements Completion Deadline”). If the Improvements have not been completed by the Improvements Completion Deadline, then, subject to Town’s rights pursuant to Section 4(a): (i) MLF shall complete the Improvements as soon as practical after the Improvement Completion Deadline; (ii) MLF shall deliver final payment to its contractor promptly upon completion of the Improvements; (iii) the Closing shall take place no later than 30 days after MLF has completed the Improvements or as soon thereafter as the Parties may agree in writing. (b) Performance by Town. Town shall have performed in all material respects its obligations under this Agreement on or before the Closing Date, to the extent such obligations are required to have been performed on or before the Closing Date.

Section 4. Town’s Conditions Precedent to Closing. Town’s obligation to purchase the Property from MLF shall be conditioned upon and subject to the conditions precedent set forth below, each of which is for Town’s sole benefit and may only be waived by Town in writing:
(a) Completion of Edison Hall Improvements. MLF shall have completed the Improvements to Edison Hall. Notwithstanding any provision of this Agreement to the contrary, if the Improvements have not been completed by the Improvements Completion Deadline, Town may, in its sole discretion, waive the completion of the Improvements as a condition precedent to Closing on behalf of both Parties (“Town’s Waiver Right”). Town shall notify MLF in writing of its exercise of Town’s Waiver Right. In that event, the Purchase Price shall be reduced by the value of the incomplete work on the Improvements, and the Closing shall occur following mutual agreement by the Parties regarding the amount of such reduction. MLF hereby grants to Town and its employees, agents, and contractors a license to enter Edison Hall and adjacent portions of the Property commencing on September 23, 2024 and continuing until the completion of the Improvements, for purposes of inspecting the progress of the Improvements. (b) Performance by MLF. MLF shall have performed in all material respects its obligations under this Agreement on or before the Closing Date, to the extent such obligations are required to have been performed on or before the Closing Date.

Section 5. Closing.
(a) Closing; Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on a date mutually agreed upon by Town and MLF (the “Closing Date”) which shall be not later than 30 days after either: (i) MLF has completed the

3 Improvements to Edison Hall, or (ii) the Parties have reached mutual agreement regarding the reduced Purchase Price following Town’s exercise of Town’s Waiver Right. (b) Funds to be Delivered by Town. On or before the Closing Date, Town shall deliver to MLF immediately available funds in the amount equal to the sum of: (i) the Purchase Price, plus (ii) any costs or prorations chargeable to Town under this Agreement. (c) Documents to be Delivered by MLF. On or before the Closing Date, MLF shall deliver to Town an original grant deed substantially in the form attached as Exhibit C, conveying fee simple title to the Property to Town (“Grant Deed”). (d) Closing Prorations and Fees. Real property taxes and assessments on the Property shall be prorated as of the Closing (on the basis of actual days elapsed and a 365-day year) based upon the latest available bills. Town and MLF shall each pay all attorneys’ fees and costs incurred by it in connection with the negotiation, execution, delivery and performance of this Agreement.

Town shall pay (i) all recording fees, (ii) all County and Town documentary transfer taxes applicable to this transaction, and (iii) the premium for any title insurance coverage obtained by Town. This Section 5(d) shall survive the Closing.
(e) Events Subsequent to Closing. Upon delivery of the funds and documents pursuant to Section 5(b) and Section 5(c), Town shall record the Grant Deed.

Section 6. MLF Capital Contribution. MLF shall contribute $3,500,000 to Town, to be used to offset MACC construction costs, upon Town’s issuance of a solicitation of bids for construction of the MACC, or on the Closing Date, whichever occurs later. Nothing in this Agreement shall preclude MLF from undertaking additional fundraising efforts or contributing a greater amount to Town for construction or operation of the MACC at any time.

Section 7. Assignment and Assumption of Kern Community College District Agreement.

To the extent legally permissible and mutually beneficial, MLF shall assign to Town, and Town shall assume, MLF's agreement with Kern Community College District ("KCCD"), by which KCCD has agreed to transfer $7,500,000.00 to MLF toward the construction of the MACC. If the assignment is not legally permissible and mutually beneficial, then MLF shall obtain the funds from KCCD pursuant to the agreement and transfer the funds to Town as soon as is practicable, but in no event later than Town’s award of a contract for construction of the MACC (which the Parties acknowledge may occur subsequent to the Closing Date). Notwithstanding the foregoing, the Parties acknowledge that KCCD’s participation and consent will be required for the assignment by MLF and assumption by Town of the KCCD agreement and the disbursement of funds, and no delay in MLF’s performance of its obligations under this paragraph shall constitute a breach of this Agreement by MLF if MLF is attempting to comply in good faith but KCCD has not yet consented or disbursed funds.

Section 8. Assignment of HMC Architects Contract for MACC. To the extent legally permissible and mutually beneficial, MLF shall assign, and Town shall assume, MLF's contract with HMC Architects for design services related to the MACC, including without limitation the rights to all architectural plans and specifications produced for the MACC. If the assignment is not legally permissible and mutually beneficial, then MLF shall authorize Town to manage the

4 HMC contract on MLF's behalf and, upon completion of the MACC, shall transfer to Town the rights to all architectural plans and specifications produced for the MACC. Town shall provide regular project updates to MLF regarding the MACC.

Section 9. Construction of the MAAC. After the Closing and as soon as practical after its solicitation of bids, Town shall secure all entitlements and permits required to construct the MACC as a conventionally constructed structure (i.e. not a tensile fabric structure) attached to Edison Hall, in accordance with plans and specifications approved by Town as they may be amended, shall commence construction of the MACC reasonably promptly thereafter, and shall proceed with the construction with its best efforts and due diligence until completion, subject to delays due to weather and other causes outside Town’s control.

Section 10. MLF's Use of Edison Hall. As additional consideration for the sale of the Property to Town and MLF’s satisfaction of its obligations hereunder, until either (i) MLF ceases to remain in good standing with the California Secretary of State as a non-profit public benefit corporation or as a comparable non-profit successor entity; or (ii) 50 years have elapsed from the Closing Date, MLF shall have the right to use the Property, Edison Hall, and the MACC as follows:
(a) MLF shall have exclusive access and use rights to two office spaces in Edison Hall, and non-exclusive access and use rights to one office space in Edison Hall, to accommodate no more than three people who are employees of or volunteers for MLF while actually engaged in volunteering for MLF, as identified in Exhibit D or as the parties may agree upon in writing, and shall own and maintain the FF&E within those offices as the FF&E exist as of the Effective Date.

Nothing herein shall obligate Town to replace the FF&E. For avoidance of doubt, “exclusive access and use rights” shall mean the sole right to access and use the designated office spaces and store and secure documents and materials therein. “Non-exclusive access” shall mean the right to access and use the designated office space and store and secure documents and materials therein, subject to Town’s right to allow others to use such spaces at any time of day (or on any day) when the spaces are not actually being occupied by employees or contractors of MLF. MLF shall arrange and pay for its own telephone and Internet access. In addition, if MLF consumes other utility services, including without limitation water, propane, and electricity, at a rate that is excessive and unreasonable, the Parties shall negotiate in good faith for MLF to reimburse Town for the cost of such services.
(b) MLF shall have non-exclusive access and use rights, including the keys commonly provided to Town employees, to all common areas located on the Property and within Edison Hall, including the parking lot(s), external pathways, internal hallways, meeting rooms, restrooms, storage areas, the kitchen, the common area FF&E, and all public WIFI services, provided that Town shall have no obligation to clean or maintain the offices used by MLF, and Town’s snow removal activities on the Property shall be as determined by Town; (c) MLF shall have exclusive access to the MACC for up to six weekend days and/or evenings per year and for up to six weekdays and/or weekday evenings per year, to accommodate fundraising events, live performances, student orientation, graduation and scholarship ceremonies, and other activities which support education and the arts. Notwithstanding the foregoing, MLF shall not have access to the MACC on any federally recognized or state-recognized holiday or the

5 day after any such holiday. MLF shall request each such date of access as far in advance as is practicable, and in no event fewer than 60 days prior to the requested date of access. Town may reject a request for any specific date based on conflicts with other events and activities scheduled for the MACC by Town, but shall endeavor to work with MLF to find mutually acceptable substitute dates.
(d) MLF’s rights pursuant to this Section 9 are personal to MLF, and may not be delegated, assigned, or sublet. All such rights shall be exercised as authorized or directed by the MLF board of directors as a whole. MLF may not sublet any space in Edison Hall or allow any third party to make use of MLF’s rights to use the MACC, except as part of an event organized by MLF and for which MLF is primarily responsible.
(e) In the event that Edison Hall is no longer habitable, including without limitation due to damage, deterioration, or destruction, Town shall provide comparable replacement space to MLF for the remainder of the term set forth in this Section 9. (f) The Parties shall memorialize the rights and obligations set forth in this Section 10 in a lease agreement, which shall be executed prior to the Closing and take effect upon the Closing.

Section 11. Naming Rights and Donor Wall. Town agrees that upon completion of construction, the MACC shall be named the "Dave and Roma McCoy Arts and Cultural Center." The Town and MLF shall also agree upon the location, design, and content of a "donor wall" within the MACC, which lists the names of individuals and entities that have made (or will make) significant financial contributions to the construction and/or operation of the MACC, including but not limited to the Town, KCCD, MLF, and the Tambour Foundation. MLF shall be solely responsible for the cost of the donor wall, including any information or displays attached thereto.

For purposes of this paragraph, “donor wall” refers only to a decorative and informational fixture attached to an interior wall of the MACC, not to the interior wall itself or any other structural component of the MACC.

Section 12. Display of McCoy Memorabilia. As long as MLF grants its permission, the MACC and/or Edison Hall shall house for public display items from the McCoy family's collection of art, photographs, artifacts, writings, and other memorabilia. The items to be displayed, and the location(s) in which they will be displayed, shall be agreed upon by and between the Parties, and may be changed from time to time upon agreement of the Parties. MLF shall be responsible to maintain the McCoy Memorabilia in cooperation with the Town. The Parties agree that the Town may also display rotating collections of works by local artists within Edison Hall and the MACC.

Town shall not be liable or otherwise responsible for loss or damage to any item of McCoy Memorabilia, shall not be obligated to insure against such loss or damage, and no claim shall be made against any policy of insurance or self-insurance maintained by Town in the event of loss or damage.

Section 13. Restrictive Covenant Regarding Rezoning of the Property. MLF acknowledges that Town possesses the authority, pursuant to Title 7 of the California Government Code, to determine the permissible uses of the Property. Town acknowledges that the Purchase Price and

6 other consideration for the Property have been determined with respect to the zoning and permitted uses of the Property as of the Effective Date, rather than with respect to any hypothetical zoning or permitted uses that could increase the value of the Property. Accordingly, the Parties agree that the Grant Deed for the Property shall contain a restrictive covenant prohibiting the Town from rezoning the Property unless Town concurrently and identically or similarly rezones MLF's neighboring property located at 10 Wagon Wheel Drive and bearing Mono County APN 035-010- 052-000, unless MLF notifies Town that it does not wish some or all of its remaining property to be rezoned. Notwithstanding the prior sentence, MLF shall have the ongoing right to independently apply to change the zoning of 10 Wagon Wheel Drive at any time.

Section 14. Condition of Property. Town and its representatives, prior to the date of Closing, will have been afforded the opportunity to make such inspections of the Property and related matters as Town and its representatives may desire. Town acknowledges and agrees that the Property is to be accepted by Town in an "as is" condition with all faults. MLF makes no representations or warranties of any kind whatsoever, either express or implied, with respect to the Property; in particular, but without limitation, MLF makes no representations or warranties with respect to the use, condition, title, occupation or management of the Property, or compliance with applicable statutes, laws, codes, ordinances, regulations, requirements, covenants, conditions and restrictions (whether or not of record), or the physical, environmental, and/or geotechnical condition of the Property. Town acknowledges that it is entering into this Agreement on the basis of Town's own investigation of the physical and environmental conditions of the Property, including the subsurface conditions, and Town assumes the risk that adverse physical and environmental conditions may not have been revealed by its investigation. Town acknowledges that notwithstanding any prior or contemporaneous oral or written representations, statements, documents or understandings, this Agreement constitutes the entire understanding of the Parties with respect to its subject matter and the purchase and sale of the Property and supersedes any such prior or contemporaneous oral or written representations, statements, documents or understandings.

Section 15. Default and Remedies.
(a) MLF’s Remedies. If Town fails to complete the Closing as contemplated by this Agreement, or if Town defaults under the terms of this Agreement, and such default continues for more than 30 days following MLF’s notice to Town of such default, then MLF shall have the right to exercise one of the following remedies (such decision to be in MLF’s sole discretion): (i) MLF shall have the right to terminate this Agreement by giving written notice of such termination to Town, in which case, Town shall promptly return to MLF (and/or KCCD, as appropriate) the full amount of any contributions that MLF has made or assigned to Town, as referred to in Sections 6 and 7 above, MLF may require Town to remove all improvements that it has installed on the Property and restore the Property as close as reasonably feasible to its condition prior to the Effective Date, and neither Party shall have any further obligations or liabilities under this Agreement, except for any that expressly survive the expiration or termination of this Agreement; or (ii) MLF shall have the right to institute and prosecute an action to compel specific performance of this Agreement against Town.

7 (b) Town’s Remedies. If the Closing fails to occur due to a default by MLF under this Agreement, and such default continues for more than 30 days following Town’s notice to MLF of such default, then Town shall have the right to exercise one of the following remedies (such decision to be in Town’s sole discretion): (i) Town shall have the right to terminate this Agreement by giving written notice of such termination to MLF, in which case, neither Party shall have any further obligations or liabilities under this Agreement, except for any that expressly survive the expiration or termination of this Agreement; or (ii) Town shall have the right to institute and prosecute an action to compel specific performance of this Agreement against MLF. (c) No Other Remedies. MLF and Town acknowledge that their respective rights and remedies resulting from a default under this Agreement by the other Party shall be limited to those set forth in Section 15(a) and Section 15(b) above and Section 15(d) below, and all other rights and remedies that may be available to MLF or Town at law or in equity are hereby waived; provided, however, that nothing herein shall limit a Party’s remedies with respect to any obligations or liabilities of the other Party that survive the expiration or earlier termination of this Agreement. Without limiting the foregoing, neither Party shall be liable for any other remedies, including any claims for any other damages, including, without limitation, additional compensatory damages, special damages, consequential damages (including, without limitation, damages for lost profits, delay, changes in market conditions, etc.) or punitive damages, based upon any breach or default under this Agreement or any other act, error or omission by a Party. (d) Notwithstanding the foregoing, upon an exercise by MLF of its right to terminate this Agreement as described above, MLF and Town shall negotiate in good faith for a sale, lease, license, or other form of right allowing Town to occupy and use the Property or a portion thereof for purposes including without limitation the construction and maintenance of improvements thereon generally consisting of a dog park and childcare center.

Section 16. Notices.

Any notices required or desired to be given under this Agreement shall be in writing and personally served, given by reputable private courier or delivery service, or given by mail or email. Any notice given by mail shall be sent, postage prepaid, by certified mail, return receipt requested, addressed to the Party to receive at the following address or at such other address as the Party may from time to time direct in writing:

MLF: MAMMOTH LAKES FOUNDATION
P.O. Box 1815
Mammoth Lakes, CA 93546
Telephone: (760) 934-3781
Attention: Luan Mendel, Board Chair
Email: [email protected]
With a copy to:

Mark Carney
Reicker Pfau
1421 State Street

8 Santa Barbara, CA 93101
Telephone: (805) 966-2440
Email: [email protected]
Town: TOWN OF MAMMOTH LAKES
Attn: Town Manager
P.O. Box 1609
Mammoth Lakes, CA 93546
Telephone: (760) 965-3601
Email: [email protected]
Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be deemed to be given three (3) days after deposit with the United States Postal Service, certified or registered, return receipt requested. Email notices actually received by a Party shall be deemed to be given upon receipt.

Section 17. Waiver of Breach. A waiver by either Party of a breach by the other Party of any covenant or condition of this Agreement shall not impair the right of the Party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either Party to insist upon strict performance of any term, covenant or condition of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of any such term, covenant, condition or right.

Section 18. Time of the Essence. Time is of the essence of this Agreement.

Section 19. Governing Law and Venue. This Agreement shall be governed in all respects by the laws of the State of California. The venue for any action to interpret or enforce this Agreement shall be the Mono County Superior Court.

Section 20. Provisions Surviving Closing. The terms of Sections 6-13 of this Agreement shall survive the Closing.

Section 21. No Brokers. The negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by the Parties without the intervention of any person which would give rise to any valid claim against either of the Parties for brokerage commissions or other like payment. Each Party shall indemnify and hold harmless the other Party against and from any and all claims for brokerage commission or other like payment arising out of the transaction contemplated by this Agreement and occasioned by the actions of such indemnifying Party.

Section 22. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors, and assigns.

Section 23. Severability. In the event that any of the provisions of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction under applicable law, the remaining portions shall remain in full force and effect and such provision shall be enforced to the

9 maximum extent possible so as to affect the intent of the Parties and shall be reformed to the extent necessary to make such provision valid and enforceable.

Section 24. Drafting. The Parties agree that this Agreement is the product of joint draftsmanship and negotiation, and that should any of the terms be determined by a court, or in any type of quasijudicial or other proceeding, to be vague, ambiguous, and/or unintelligible, that the same sentences, phrases, clauses or other wordage or language of any kind shall not be construed against the drafting Party. As used in this Agreement, “including” or “such as” means “including without limitation” or “such as without limitation”.

Section 25. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original (including copies sent to a Party by electronic means) as against the Party signing such counterpart, and all of which together shall constitute one and the same instrument. An electronic or DocuSign signature to this Agreement shall have the same force and effect, for all purposes, as the original signature.

Section 26. Entire Agreement. It is understood and agreed that all prior understandings and agreements, whether written or oral, between the Parties are merged into this Agreement, which alone fully and completely expresses their agreement, that neither Party is relying upon any statement or representation not embodied in this Agreement, made by the other, and that this Agreement may not be changed except by an instrument in writing signed by both Parties. [SIGNATURES APPEAR ON THE FOLLOWING PAGE.]

10 IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate as of the Effective Date first herein written.

SELLER: MAMMOTH LAKES FOUNDATION,
a California nonprofit corporation
By: _____________________________________
Printed Name: ____________________________
Title: ____________________________________
BUYER: TOWN OF MAMMOTH LAKES,
a California municipal corporation
By: _____________________________________
Printed Name: ____________________________
Title: ____________________________________

11 EXHIBIT A
Site Plan Depicting Property
(Attached)

12 EXHIBIT B
Site Plan for MACC
(Attached)

13 EXHIBIT C
Form of Grant Deed
(Attached)

14 EXHIBIT D
Edison Hall Offices Accessible to MLF
(Attached)

EXHIBIT A - MLF Property Site Plan
Edison Hall

FE
FE
FE
FE
UP

COLLEGE
PKWY

MERIDIAN BLVD
(E) EDISON THEATER
(N)

THEATER BUILDING

CERRO COSO COMMUNITY COLLEGE

02.39 VAN ACC
FF = 7844.81

LOADING
DOCK (15) STANDARD PARKING STALLS (20' L X 10' W MIN EACH, S.C.D.) (8) STANDARD PARKING STALLS (20' L X 10' W MIN EACH, S.C.D.)

SSTNOWORAGE

02.40 32.47

32.47 23.02

32.49 32.40

32.50 32.51

32.52 32.49

32.40 32.53

32.43 32.04

32.54 32.12

32.30 32.07

32.55 32.40

32.10 32.10

32.03 32.03

03.05 02.29

32.43 05.66

05.65 NO PARKING

32.56 ___________________________________________________1_______________ A1.06
___________________________________________________1_______________ A1.07
APPROXIMATE LIMIT OF WORK. REFER

TO ADDITIONAL DRAWINGS FOR WORK

WHICH MAY EXTEND BEYOND THIS
APPROXIMATE LIMIT OF WORK LINE.

EXISTING BUILDINGS NOT IN SCOPE

PROPERTY LINE

NEW BUILDING

BUILDING OVERHANG
LEGEND

ACCESSIBLE PATH OF TRAVEL
(N) PAVERS TO MATCH EXISTING
(N) CONCRETE PATH | CIVIL

FIRE HYDRANT, SEE CIVIL DWGS

MECHANICAL UTILITY YARD

1. REFER TO SHEET G0.11 FOR TYPICAL SYMBOLS AND ABBREVIATIONS.

2. REFER TO CIVIL DRAWINGS FOR PAVING & UTILITY INFORMATION.

3. REFER TO MECHANICAL, ELECTRICAL, FIRE ALARM, FIRE PROTECTION, AND PLUMBING DRAWINGS FOR UTILITY INFORMATION.

4. CONTRACTOR IS RESPONSIBLE FOR REPAIR/REPLACEMENT OF ALL

HARDSCAPE/PLANTING OUTSIDE OF LIMIT OF WORK LINE FOR
CONNECTION OF UNDERGROUND UTILITIES.

THE LINE SHOWN ABOVE IS

EXACTLY ONE INCH LONG AT THIS

SHEETS ORIGINAL PAGE SIZE

NOT FOR CONSTRUCTION
SHEET NAME:

SHEET:

ISSUE ∆ DESCRIPTION DATE

KEYNOTES
NOTES
FACILITY:

PROJECT:

DATE: CLIENT PROJ NO:

AGENCY
APPROVAL:

PLEASE RECYCLE
Autodesk Docs://2375009100 TOML Mammoth Arts Cultur6/7/2024 4:33:19 PM al Ctr Ph 2 Add/2375009100-A-Arts_Cultural_Ctr_Ph2.rvt
A1.04

ENLARGED SITE PLAN
2375-009-100
100 COLLEGE PKWY
MAMMOTH LAKES, CA 93546
MAMMOTH ARTS & CULTURAL CENTER PHASE 2

MAMMOTH LAKES FOUNDATION
50% CD SUBMITTAL
06/06/2024

REVIEWING AGENCIES

STAMP HERE
TN
1/16" = 1'-0"

ENLARGED SITE PLAN
1 3546 CONCOURS STREET
ONTARIO, CA 91764
909 989 9979 / www.hmcarchitects.com

02.29 REMOVE (E) LANDSCAPING

02.39 (E) PEDESTRIAN WALKWAY TO REMAIN

02.40 (E) ASPHALT PATH TO REMAIN, PROTECT IN PLACE

03.05 CONCRETE STAIRS & LANDING W. O.

05.65 GUARDRAIL |

05.66 STEEL HANDRAIL |

23.02 MECH EQUIPMENT, S.M.D.

26.07 SITE LIGHTING | ELECTRICAL

32.03 CURB RAMP, SCD

32.04 CROSSWALK STRIPING, 4" WIDE BLUE BORDER WITH 4" WIDE WHITE PAINT HATCHED STRIPES @36" OC.

32.07 ISA PAVEMENT SYMBOL, SEE DETAIL 22/A10.81.

32.10 TRUNCATED DOMES, S.C.D.

32.12 ACCESS AISLE W/ 4" WIDE BLUE BORDER WITH 4"
WIDE WHITE PAINT HATCHED STRIPES @36" OC

32.30 VAN ACCESSIBLE STALL.

32.40 CONCRETE PATH | CIVIL

32.43 NEW ASPHALT PAVING | CIVIL

32.47 CONCRETE PAD, S.C.D.

32.49 PAVER & SUBSTRATE TO MATCH (E) ADJACENT PAVERS,
S.C.D.

32.50 RELOCATED OR NEW FIRE HYDRANT, S.C.D.

32.51 BOLLARD, S.C.D.

32.52 (E) PARKING LOT ENTRY TO BE CLOSED OFF. FILL WITH LANDSCAPE TO MATCH ADJACENT LANDSCAPE.

32.53 ROLLED CONCRETE CURB, S.C.D.

32.54 PARKING STALL STRIPING W/ 4" WIDE BLUE BORDER,

32.55 LANDSCAPE, S.C.D.

32.56 BOULDER TO BE RELOCATED FROM PROJECT EXCAVATION
EXHIBIT B - Draft MACC Site Plan

Exhibit C
1 RECORDING REQUESTED BY AND

WHEN RECORDED MAIL DOCUMENT AND TAX
STATEMENTS TO:

Town of Mammoth Lakes
Post Office Box 1608
Mammoth Lakes, CA 93546
Exempt from Recording Fees – Gov’t Code §27383

SPACE ABOVE THIS LINE FOR RECORDER'S USE
Exempt from Documentary Transfer Tax Pursuant to Section 11922 of the California Revenue and Taxation Code.

Property Address: 100 College Parkway
Mammoth Lakes, CA 93546
APN: 035-010-049-000

GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Mammoth Lakes Foundation, a California nonprofit corporation ("Grantor"), hereby grants to the Town of Mammoth Lakes, a California municipal corporation ("Grantee"), the following described real property in the Town of Mammoth Lakes, County of Mono, and State of California (the "Property"):

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF.

The grant is subject to the Restrictive Covenant attached hereto as EXHIBIT "B" and made a part hereof.
[Signature appears on the following page.]

Grant Deed 2

GRANT DEED
(continued)
Dated: __________________, 2024
IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to execute this instrument as of the date set forth below.
"GRANTOR"

MAMMOTH LAKES FOUNDATION,
a California nonprofit corporation
By: ______________________________________
Luan Mendel,
Chairperson of the Board of Directors
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of ________________
On ___________________, 2024, before me, __________________________________, Notary Public (here insert name and title of the officer), personally appeared Jonathan Cornelius, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal

CERTIFICATE OF ACCEPTANCE OF BUYER
(Pursuant to Government Code §27281)
This is to certify that the interest in real property conveyed by Grant Deed dated _________ 2024 from Mammoth Lakes Foundation, a California nonprofit corporation, to the Town of Mammoth Lakes, a California municipal corporation, is hereby accepted by the undersigned authorized officer on behalf of the Town of Mammoth Lakes pursuant to the authority provided by resolution of the Mammoth Lakes Town Council adopted on October 18, 2012, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: ___________________, 2024
By: ___________________________
Rob Patterson, Town Manager

EXHIBIT "A"
The Property is situated in the Town of Mammoth Lakes, County of Mono, and State of California and is described as follows:

Exhibit C
EXHIBIT "B"
The conveyance of the Property is made subject to the following Restrictive Covenant:

A. WHEREAS, Grantee has the authority, pursuant to Title 7 of the California Government Code, to determine the permissible uses of the Property.

B. WHEREAS, Grantor and Grantee have agreed upon the purchase price and other consideration for the Property based upon the zoning and permitted uses of the Property as of the date of Grantor's execution of this Grant Deed, rather than with respect to any hypothetical zoning or permitted uses that could increase the value of the Property.

NOW, THEREFORE, in consideration of the promises and covenants in this Grant Deed, and for other good and valuable consideration, the receipt and sufficiency of which Grantor and Grantee acknowledge, Grantor declares as follows:

1. LIMITATION ON THE REZONING OF THE PROPERTY. Grantee shall be prohibited from rezoning the Property unless Grantee concurrently and identically or similarly rezones Grantor's neighboring property located at 10 Wagon Wheel Drive and bearing Mono County APN 035- 010-052-000 (the MLF Property"). The terms of this Restrictive Covenant shall not apply, however, if at any time, Grantor notifies Town in writing that it does not wish to rezone any or all of the MLF Property.

2. COVENANT TO RUN WITH THE LAND. Grantor declares its express intent that the terms of this Restrictive Covenant shall run with the Property and shall bind all successors and assigns.

Each and every contract, deed, or other instrument hereafter executed covering or conveying the Property or any portion thereof shall be held conclusively to have been executed, delivered, and accepted subject to such covenants, conditions, and restrictions, regardless of whether such covenants, conditions or restrictions are set forth in such contract, deed or instrument. All of the provisions of this Restrictive Covenant shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1468 of the California Civil Code. Each covenant of these Deed Restrictions to do, or refrain from doing, some act on the Property hereunder: (a) is a burden on and is for the benefit of the Property; (b) runs with the Property; (c) is binding on Grantee and each successive owner of the Property during its or their ownership thereof; and (d) shall be a benefit to and burden on each of Grantor and Grantee and each successive owner of the Property, and each other person or entity succeeding in or to an interest in or to the Property.

3. TERM; AMENDMENT. This Restrictive Covenant shall be effective upon the recordation of this Grant Deed in the Official Records of Mono County, and shall run with the Property for the maximum period permitted under the laws of the State of California, unless sooner terminated or amended pursuant to the terms of any subsequent written instrument executed by Grantor and Grantee which is recorded in the chain of title to the Property in the Official Records of Mono County, California.

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OPEN OFFICE
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MEN'S RESTROOM
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CORRIDOR
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ELECTRICAL ROOM
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100 COLLEGE PARKWAYMAMMOTH LAKES, CA 93546UNITED STATES Arts and Cultural Center

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3546 CONCOURS STREETONTARIO, CA 91764909 989 9979 / www.hmcarchitects.com 3/16" = 1'-0"
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CONSTRUCTION 2375009000 3546 CONCOURS STREET ONTARIO, CA 91764 909 989 9979 / www.hmcarchitects.com

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CONSTRUCTION LICENSED ARCHITECTSTATE OF CALIFORNIAKYLE G. PETERSONC-32052 REN. 05/31/25

NOT FOR
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NOT FOR
CONSTRUCTION LICENSED ARCHITECTSTATE OF CALIFORNIAKYLE G. PETERSONC-32052 REN. 05/31/25 1 Revision 1 01/05/2024 2 Revision 2 01/30/2024 01/30/2024 100% CONSTRUCTION DOCUMENTS CONSTRUCTION DOCUMENTS D D
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REVIEWED FOR CODE COMPLIANCE BY:

WILLDAN ENGINEERING
12:48:22 PM Feb 19, 2024
Approval of these plans & specifications shallnot be construed to be a permit for, or anapproval of any violation of any Federal, State,County or City laws or ordinances. One set ofapproved plans must be kept on the job untilcompletion. Permit #BP23-00912 EXHIBIT D - Edison Hall Floor Plan

Mammoth Lakes Town Council
Agenda Action Sheet
Title: Update of draft Official Ballot Language – 2% Transient Occupancy Tax Increase
Council Meeting Date: 7/3/2024
Prepared by: Rob Patterson, Town Manager
Recommended Motion: Town Council will receive a presentation of the updated draft official ballot language for the 2% Transient Occupancy Tax increase and provide direction to staff in developing the final language for adoption in July.

Summary: Staff continues to work with our Consultant, Team CivX, on the development of the official ballot question. This initiative is a general tax which requires our comments to remain general, in support of a general tax initiative. The proceeds of the tax cannot be designated for anything but general fund obligations and therefore must remain consistent in that messaging. The Town Council provided input on concerns with the existing language and each of those items were addressed. The largest change was the inclusion of the incremental tax expected rather than the total tax which serves to remove confusion inherent in the previous language. The Town also made edits that would reduce conflict with the Mammoth Lakes Fire Protection District (MLFPD) initiative which is also expected to be on the fall ballot. Language around wildfire mitigation was removed, in spite of the fact the Town provides some support to Whitebark on the ESCCRP project which also fits into that category. The language was switched to disaster preparedness which has direct ties to the impacts of last winter’s storms on our community. The Town also finished the After-Action Review of our response to that emergency, which outlined a number of steps the Town will need to take. This all fits nicely while coordinating with the MLFPD and removing conflicts. The new draft language is listed below:

To support general town services — without increasing taxes on Mammoth Lakes residents — such as providing affordable workforce housing to sustain the local economy, supporting public safety, enhancing disaster preparedness, repairing roads, improving recreation amenities and supporting snow removal, shall the Town of Mammoth Lakes' measure increasing the transient occupancy tax by 2% be adopted, generating approximately $4,000,000 annually until ended by voters, paid only by hotel and short- term rental guests, with annual audits and all funds staying local?
In addition to the ballot question, the Town is working on a mailer / survey that will be mailed prior to the July 3
rd meeting. This mailer draft, attached for your review, provides more specific examples of how the revenues will support the community.

The Town does not need to have a first and second reading of the ordinance adopted in July. The approval to move forward with this ballot measure only requires a resolution from the Town Council which will be provided at the July 17th meeting. The Ordinance component is required once the initiative passes by voters, so we have time to get that completed.

Credit:

Christian Pondella
Maintaining the Quality
of Life in Mammoth Lakes
Take Our
Town Survey!
townofmammothlakes.ca.gov   /TownofMammothLakes   @townofmammothlakes   @TownofMammoth

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We Want to Hear from You!

CORNERSTONE
We welcome your feedback and questions.

For more information or to provide
input, please scan the QR code or visit
tinyurl.com/MammothLakesMeasure
Mammoth Lakes, CA 93546PO Box 1609Town of Mammoth Lakes or scanning the QR code.tinyurl.com/MammothLakesMeasurealso take the survey online by visiting survey to share your priorities. You may complete and return the attached for the future of our town. Please comments and questions as we plan Mammoth Lakes welcomes your tinyurl.com/MammothLakesEncuesta realizar la encuesta en línea visitando sus prioridades. También puede la encuesta adjunta para compartir pueblo. Por favor, complete y devuelva planificamos el futuro de nuestro sus comentarios y preguntas mientras Mammoth Lakes le da la bienvenida a o
escaneando el código QR.

Para obtener más información en español sobre los planes de Page 222 of 229 Mammoth Lakes para nuestro pueblo, mire en la parte posterior Mammoth Lakes is renowned for its stunning natural beauty, vibrant community, and high quality of life. Our town offers unparalleled access to year‑round recreational activities, a thriving arts scene, and diverse local services, making it a wonderful place to live, work, and play.

Lack of Housing Access Is Putting a Strain on Our Local Economy While Mammoth Lakes thrives as a premier destination, attracting hundreds of thousands of visitors each year, the town and its residents face growing challenges, particularly around affordability for working families. The rising cost of housing has made it difficult for many residents and workers to live in the town where they work. Initiatives like “Housing Now!” and The Parcel Project have made great strides toward housing solutions that support our local workforce and community, but neither have a reliable funding source.

Disaster Preparedness and Public Infrastructure
Are Also Local Priorities
Roads, sidewalks, public trails, parks, and open
spaces require regular repair for residents and
visitors to safely enjoy the various recreational
opportunities available in our community. The
longer that road and public infrastructure repairs
go unaddressed, the more expensive they are
to complete, causing both financial and safety
concerns. Finally, with the growing threat of
extreme weather, wildfires and unpredictable
climate as our new normal, resources are needed
to ensure we are prepared when disaster strikes.

Potential Transient Occupancy Tax (TOT) Measure Could Fund Town Services Without Increasing Taxes on Mammoth Lakes Residents To address these challenges and continue dedicated, local funding for essential town services, the Town of Mammoth Lakes is considering placing a measure on the ballot this fall that would increase the existing TOT — paid only by hotel and shortterm rental guests — by 2%. A 2% TOT increase would generate an additional $4 million annually, contributing to a total amount of $30 million per year, which could be used to support essential town services, including:

Providing affordable housing for our local workforce, allowing teachers, nurses, and hospitality workers to live in the community they serve Maintaining public trails, parks, and open spaces to ensure these areas remain safe, beautiful, and accessible for recreational activities Enhancing public safety by ensuring our
emergency services are well funded and
have the resources they need
Improving disaster preparedness and
response by equipping our town with
the necessary resources to prevent
and address increasingly destructive
disaster threats such as winter storms
leading to structural damage and
propane line explosions
Repairing roads, maintaining sidewalks,
and continuing to fund high-quality
snow removal equipment to promote
safe and efficient movement throughout
the community of Mammoth Lakes
Key Features & Accountability Provisions of the Potential Measure The potential measure would include fiscal accountability protections to ensure funds are spent as intended, such as:

Local Control: By law, all funds must be spent only here in Mammoth Lakes supporting essential town services — nothing could be taken by the State or other communities.

Visitor Funded: Local residents would not bear the cost. The TOT is paid only by visitors staying in hotels and short-term rentals.

Transparency: All funds raised from the TOT would be subject to independent annual audits and public disclosure to ensure they are used effectively and as intended.

Please rate the importance of the following priorities for our town: HIGH MEDIUM LOW Providing affordable housing for our local workforce, allowing teachers, nurses, and hospitality workers to live in the community they serve 


Maintaining public trails, parks, and open spaces to ensure these areas remain safe, beautiful, and accessible for recreational activities 


Enhancing public safety by ensuring our emergency services are well funded and have the resources they need 


Improving disaster preparedness and response by equipping our town with the necessary resources to prevent and address increasingly destructive disaster threats such as winter storms leading to structural damage and propane line explosions 


Repairing roads, maintaining sidewalks, and continuing to fund high-quality snow removal equipment to promote safe and efficient movement throughout the community of Mammoth Lakes 


Name:Address:Phone:Email:Comments/Questions:

We Want to Hear from You!
We welcome your feedback and questions.

For more information or to provide
input, please scan the QR code or visit
tinyurl.com/MammothLakesMeasure
Developing Local Solutions for WORKFORCE HOUSING and a Thriving Community, WITHOUT INCREASING TAXES on Mammoth Lakes Residents The Parcel Project will provide affordable
housing for local residents
Extreme snowfall in 2023 created
unique challenges for our roads and
public infrastructure Page 223 of 229

1 Jamie Gray
From: Sandy Hogan <[email protected]>
Sent: Wednesday, July 3, 2024 7:11 PM
To: Jamie Gray
Subject: Comment on agenda item 10.3
[EXTERNAL EMAIL]
Jamie: Here's my comment re the discussion:

In 2002, as I recall, we had a general tax measure on TOT, & it passed, partly because Kirk Stapp stood outside the PO each day & stressed the need for "tourism, housing, & transportation". I think it passed as it was widely advised as an "advisory tax", & that helped it to pass! Thanks, Sandy

Agenda Item ________
File No. ____________

AGENDA BILL
Subject: Councilmember Reports
Initiated by: Jamie Gray
______________________________________________________________________ BACKGROUND:

Each member of the Town Council is appointed to serve as a Town representative to a number of committees, commissions, and organizations.

These groups meet infrequently and from time to time the representatives will report to the rest of the Council at a regularly scheduled meeting.

In addition, Councilmembers on occasion participate in meetings, conferences and seminars, and their reports on these educational opportunities are of benefit to the rest of the Council.

ANALYSIS/DISCUSSION:

California Government Code requirements pertaining to the open meeting act stipulate that all items for discussion must be listed on the agenda before the matter can be discussed and/or acted upon. To meet this requirement, and the intent of the Brown Act, Councilmember Reports are listed on each agenda to allow representatives to report to the rest of the Council at these meetings.

The following is a list of the commission/committees on which members of the Council serve:

Land Use:

Local Agency Formation Commission (LAFCO) – Rea, Rice, and Bubser as alternate
Airport Land Use Commission – Rea, Rice, and Bubser as the alternate Mono County Collaborative Planning Team (CPT) – Senior Planner Kim Cooke and Rice as alternate
Intergovernmental Relations:

Town and County Liaison Committee – Sauser, Bubser, and Town Manager and Rea as alternate
Desert Mountain Division of the League of California Cities – Sauser and Town Manager as alternate
Eastern Sierra Council of Governments (ESCOG) – Bubser, Wentworth, and Sauser as alternate
Great Basin Unified Air Pollution Control District – Wentworth and Bubser as alternate

League of California Cities City Voting Delegate – Sauser and the Town Manager as the alternate
California Joint Powers Insurance Authority Board – Rea and Assistant to the Town Manager as alternate
Transportation:

Local Transportation Commission (LTC) – Bubser, Sauser, and Paul Chang; Town Manager as alternate
Eastern Sierra Transit Authority (ESTA) Board – Bubser and Sauser Local Issues:

Mammoth Lakes Tourism (MLT) Board – Wentworth
Mammoth Lakes Recreation (MLR) Board – Rea
Eastern Sierra Community Housing Board – Rice
Treasury Oversight Committee – Finance Director; Town Manager as alternate STR (Short Term Rental Advisory Committee) – Rice and Bubser LEGAL CONSIDERATIONS:

According to the California Open Meeting Act, commonly referred to as the Brown Act, the agenda must reflect every matter to be discussed by a governing body.

RECOMMENDATION(S):

This agenda bill is submitted for information only.