AGENDA
NEWMAN CITY COUNCIL
SPECIAL MEETING JULY 11, 2023
CITY HALL CONFERENCE ROOM, 6:30 P.M., 938 FRESNO STREET NOTICE: THIS MEETING WILL BE HELD IN ACCORDANCE WITH THE RALPH M. BROWN ACT (CALIFORNIA GOVERNMENT CODE SECTION 54950, ET SEQ.) AND THE FEDERAL AMERICANS WITH DISABILITIES ACT
1. Call To Order.
2. Roll Call.
3. Items From The Public.
4. Adjourn To Closed Session
a. Conference With Real Property Negotiator – 1643 Main Street - Stanislaus County APN 128-009-080 - G.C. 54956.8. Agency Negotiator: Michael E. Holland. Negotiating Parties:
City Of Newman And Fresno Farming LLC. Under Negotiation: Price And Term Of Payment.
b. Conference With Legal Counsel, Initiation Of Litigation Pursuant To California Government Code Section 54956.9(d)(4), (One Case).
c. Return To Open Session.
5. Adjournment.
AGENDA
NEWMAN CITY COUNCIL
REGULAR MEETING JULY 11, 2023
CITY COUNCIL CHAMBERS, 7:00 P.M., 938 FRESNO STREET
NOTICE: THIS MEETING WILL BE HELD IN ACCORDANCE WITH THE RALPH M. BROWN ACT (CALIFORNIA GOVERNMENT CODE SECTION 54950, ET SEQ.) AND THE FEDERAL AMERICANS WITH DISABILITIES ACT
1. Call To Order.
2. Pledge Of Allegiance.
3. Invocation.
4. Roll Call.
5. Declaration Of Conflicts Of Interest.
6. Ceremonial Matters.
7. Items from the Public - Non-Agenda Items.
8. Consent Calendar
a. Waive All Readings Of Ordinances And Resolutions Except By Title. b. Approval Of Warrants. (View Warrant/Check Register)
c. Approval Of Minutes Of The June 27, 2023 Meetings. (View Minutes) d. Adopt Resolution No. 2023- , A Resolution Authorizing The City Manager To Execute A Purchase And Sale Agreement With Foster Farms LLC For 1643 Main Street (Stanislaus County Assessor's Parcel Number 128-009-080). (View Report)
9. Public Hearings.
10. Regular Business
a. City Council Workshop To Discuss Residential Growth. (View Report)
11. Items From District Five Stanislaus County Supervisor.
12. Items From The City Manager And Staff.
13. Items From City Council Members.
14. Adjournment.
Calendar of Events
July 7 – Downtown Market – Downtown Plaza – 3:00 P.M. To 8:00 P.M.
July 11 – City Council - 7:00 P.M.
July 15 – Outdoor Movie Night – The Sandlot – Sherman Park - 8:00 P.M.
July 20 – Planning Commission - Cancelled.
July 25 – City Council - 7:00 P.M.
AP Check Register
June 21, 2023 through July 5, 2023
1 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description ABBOTT & KINDERMANN, LLP 10-00-2537 $ 851.72 122708 6/22/2023 Services Rendered Through 5-20-23 $ 851.72 122708 Total
Acme Electric Company 10-07-6225 $ 260.00 122709 6/22/2023 Repair of Siren $ 260.00 122709 Total
Amazon Capital Services 10-22-6300 $ 116.64 122710 6/22/2023 Bulbs Amazon Capital Services 10-22-6300 $ 30.18 122710 6/22/2023 Notebook Cover Amazon Capital Services 10-22-6300 $ 36.56 122710 6/22/2023 Field Notebook $ 183.38 122710 Total
AT&T 10-14-6420 $ 70.09 122712 6/22/2023 Landlines 5-13-23 -to 6-12-23 AT&T 63-56-6200 $ 8.09 122712 6/22/2023 Alarm 5-13-23 to 6-12-23 AT&T 10-21-6420 $ 362.21 122712 6/22/2023 Circuit Line Between Fresno St to Ceres 5-13-23 to 6-12-23
AT&T 10-14-6200 $ 8.10 122712 6/22/2023 Alarm 5-13-23 to 6-12-23 AT&T 10-07-6420 $ 22.87 122712 6/22/2023 Landlines 5-13-23 -to 6-12-23 AT&T 63-56-6420 $ 70.38 122712 6/22/2023 Landlines 5-13-23 -to 6-12-23 AT&T 10-21-6420 $ 24.94 122712 6/22/2023 Landlines 5-13-23 -to 6-12-23 AT&T 60-50-6200 $ 8.10 122712 6/22/2023 Alarm 5-13-23 to 6-12-23 $ 574.78 122712 Total
AT&T MOBILITY 60-50-6420 $ 393.98 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 22-20-6420 $ 9.43 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 10-44-6420 $ 98.07 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 10-03-6420 $ 76.87 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 10-02-6420 $ 20.27 122711 6/22/2023 Cell Phone Use 5-03-23 to
6-02-23
AT&T MOBILITY 10-33-6420 $ 102.80 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 63-56-6420 $ 421.91 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 73-70-6420 $ 11.56 122711 6/22/2023 Cell Phone Use 5-03-23 to
6-02-23
AT&T MOBILITY 10-07-6420 $ 23.58 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 10-22-6420 $ 207.96 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 69-47-6420 $ 84.38 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 10-06-6420 $ 62.48 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 10-45-6420 $ 33.01 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
AT&T MOBILITY 10-21-6420 $ 627.07 122711 6/22/2023 Cell Phone Use 5-03-23 to 6-02-23
$ 2,173.37 122711 Total
Bayer Corey 10-21-6695 $ 30.00 122769 6/23/2023 POST Training Per Diem/ Bayer
$ 30.00 122769 Total
Borrelli Travis 69-47-6200 $ 185.74 122776 6/23/2023 Portable Restroom Rental Service
$ 185.74 122776 Total
Bowen Trista 10-22-6690 $ 131.00 122778 6/28/2023 Reimbursement for EMT Certificate/ Bowen $ 131.00 122778 Total
AP Check Register
June 21, 2023 through July 5, 2023
2 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description Bowen Trista 10-22-6690 $ 74.00 122713 6/22/2023 Reimbursement for Livescan/ Bowen $ 74.00 122713 Total
BUSINESS CARD 10-21-6200 $ 10.00 122714 6/22/2023 Scheduling Software $ 10.00 122714 Total
Canon Financial Services, Inc. 10-21-6200 $ 260.35 122715 6/22/2023 Contract Charges May 2023/Copy
Charges June 2023
Canon Financial Services, Inc. 60-50-6200 $ 137.79 122715 6/22/2023 Contract Charges May 2023/Copy
Charges June 2023
Canon Financial Services, Inc. 60-50-6200 $ 107.25 122715 6/22/2023 Contract Charges May 2023/Copy
Charges June 2023
Canon Financial Services, Inc. 10-22-6200 $ 270.90 122715 6/22/2023 Contract Charges May 2023/Copy
Charges June 2023
Canon Financial Services, Inc. 63-56-6200 $ 107.25 122715 6/22/2023 Contract Charges May 2023/Copy
Charges June 2023
Canon Financial Services, Inc. 63-56-6200 $ 137.80 122715 6/22/2023 Contract Charges May 2023/Copy
Charges June 2023
Canon Financial Services, Inc. 10-14-6200 $ 137.79 122715 6/22/2023 Contract Charges May 2023/Copy
Charges June 2023
$ 1,159.13 122715 Total
Cleancor LNG LLC 60-50-6225 $ 37.26 122716 6/22/2023 CNG Station Service & Maintenance
Cleancor LNG LLC 63-56-6225 $ 37.26 122716 6/22/2023 CNG Station Service & Maintenance
Cleancor LNG LLC 10-44-6225 $ 149.02 122716 6/22/2023 CNG Station Service & Maintenance
Cleancor LNG LLC 69-47-6225 $ 186.27 122716 6/22/2023 CNG Station Service & Maintenance
Cleancor LNG LLC 10-33-6225 $ 298.05 122716 6/22/2023 CNG Station Service & Maintenance
Cleancor LNG LLC 10-21-6225 $ 37.26 122716 6/22/2023 CNG Station Service & Maintenance
$ 745.12 122716 Total
COMCAST CABLE 63-56-6200 $ 68.82 122717 6/22/2023 High speed internet/water COMCAST CABLE 60-50-6200 $ 68.80 122717 6/22/2023 High speed internet/sewer COMCAST CABLE 10-21-6420 $ 158.42 122717 6/22/2023 High Speed Internet 6-6-23 lo 7-5-23 /PD
COMCAST CABLE 10-21-6200 $ 68.80 122717 6/22/2023 High speed internet/PD $ 364.84 122717 Total
CRESCENT SUPPLY CO. #1 10-21-6300 $ 199.22 122718 6/22/2023 Uniforms/ Fontes $ 199.22 122718 Total
Crowley Jon 10-00-2840 $ 300.00 122719 6/22/2023 Memorial Building Rental Deposit Refund/ Crowley
$ 300.00 122719 Total
CSG Consultants, Inc 10-23-6215 $ 3,173.50 122720 6/22/2023 Building Services May
2023
CSG Consultants, Inc 10-23-6215 $ 888.00 122720 6/22/2023 Building Permit Issuance/ May 2023
$ 4,061.50 122720 Total
CSJVRMA 10-15-6631 $ 1,857.00 122779 6/28/2023 Workers Compensation/Liability Program2022-2023 4th Quarter
CSJVRMA 60-50-6631 $ 1,857.00 122779 6/28/2023 Workers Compensation/Liability Program2022-2023 4th Quarter
CSJVRMA 63-56-6631 $ 1,857.00 122779 6/28/2023 Workers Compensation/Liability Program2022-2023 4th Quarter
$ 5,571.00 122779 Total
Dave's Drain Cleaning & Plumbing 10-44-6200 $ 2,321.41 122721 6/22/2023 Plumbing Repair at Pioneer Park
$ 2,321.41 122721 Total
Davey Resource Group, Inc 17-44-7756 $ 8,285.00 122722 6/22/2023 Professional Services Rendered Through 5-27-23 Davey Resource Group, Inc 17-44-7756 $ 7,075.00 122722 6/22/2023 Professional Services Rendered Through 4-29-23
AP Check Register
June 21, 2023 through July 5, 2023
3 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description $ 15,360.00 122722 Total
Department of Justice/CCW Unit 10-21-6635 $ 96.00 122723 6/22/2023 CCW License Renewal/ Campos $ 96.00 122723 Total
Dumaguing Kenneth 63-56-6690 $ 83.19 122780 6/28/2023 Mileage Reimbursement/ Dumaguing
$ 83.19 122780 Total
El Dorado Hills Fire Department 10-22-6690 $ 790.00 122770 6/23/2023 Fire Inspector 1a & 1b Course/ Bowen $ 790.00 122770 Total
EMC Planning Group, Inc 40-06-6245 $ 15,830.07 122724 6/22/2023 6th Cycle Housing Element $ 15,830.07 122724 Total
ENVIRONMENTAL TECHNIQUES 60-50-6300 $ 4,219.38 122725 6/22/2023 Pro Oxidizer $ 4,219.38 122725 Total
Gonzalez Javier 10-00-2841 $ 20.00 122727 6/22/2023 Pioneer Park Rental Deposit Refund/ Gonzalez
$ 20.00 122727 Total
Gonzalez Kimberly 10-21-6208 $ 143.00 122726 6/22/2023 Refund for Voucher/ Gonzalez $ 143.00 122726 Total
Gouveia Engineering, Inc 10-31-6200 $ 81.38 122728 6/22/2023 Project 520.01 Planning General Gouveia Engineering, Inc 23-33-6210 $ 75.90 122728 6/22/2023 Project 545.19S 2023 Measure L Gouveia Engineering, Inc 18-32-7768 $ 12,315.01 122728 6/22/2023 Project 545.070 STPL-5172 (026) Inyo Canal School
Gouveia Engineering, Inc 17-36-7780 $ 4,550.00 122728 6/22/2023 Project 555.04-3.2 NEWS Construction Implement
Gouveia Engineering, Inc 23-33-6220 $ 38.00 122728 6/22/2023 Project 545.19S 2023 Measure L Gouveia Engineering, Inc 24-32-7781 $ 120.04 122728 6/22/2023 Project 545.18 Main St Stanislaus Gouveia Engineering, Inc 18-56-7771 $ 160.13 122728 6/22/2023 Project 525. 12 Jensen Rd Utilities Gouveia Engineering, Inc 10-31-6200 $ 6,953.63 122728 6/22/2023 Project 585. 11 Arco Site Plan Gouveia Engineering, Inc 23-33-6200 $ 379.60 122728 6/22/2023 Project 545.19S 2023 Measure L Gouveia Engineering, Inc 17-36-7779 $ 6,568.94 122728 6/22/2023 Project 555.05 Newman Wetlands Gouveia Engineering, Inc 10-33-6200 $ 157.50 122728 6/22/2023 Project 575. 16 Pometta Parcel
Map
Gouveia Engineering, Inc 10-00-2545 $ 400.04 122728 6/22/2023 Project 580.04 Mattos Ranch Phase 1
Gouveia Engineering, Inc 10-00-2518 $ 126.00 122728 6/22/2023 Project 585.05 1035 T St Con Observation
Gouveia Engineering, Inc 61-55-7521 $ 260.40 122728 6/22/2023 Project 525.09 Inyo Canal School
Utility Improvements
Gouveia Engineering, Inc 10-31-6200 $ 1,829.63 122728 6/22/2023 Project 525.0'1 Public .works General
Gouveia Engineering, Inc 64-56-7521 $ 390.60 122728 6/22/2023 Project 525.09 Inyo Canal School Utility Improvements
Gouveia Engineering, Inc 10-00-2545 $ 2,719.50 122728 6/22/2023 Project 580.04 Mattos Ranch Phase 1
Con Observation
Gouveia Engineering, Inc 18-32-7739 $ 18,913.50 122728 6/22/2023 Project 525.02 STPl-5172 {024} Highway 33/ Inyo
$ 56,039.80 122728 Total
Guerrero's Tire and Auto Repair, LLC 10-44-6530 $ 159.00 122729 6/22/2023 Repair of Flat Tire on Mower/ PW
$ 159.00 122729 Total
Hoffman Security 10-07-6200 $ 225.00 122730 6/22/2023 Alarm Service for City Hall/ 938 Fresno St
$ 225.00 122730 Total
Hydrofocus, Inc 17-44-7757 $ 7,738.53 122731 6/22/2023 Wetland Restoration Grant Agreement
AP Check Register
June 21, 2023 through July 5, 2023
4 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description $ 7,738.53 122731 Total
IDEXX LABORATORIES, INC. 63-56-6300 $ 525.20 122732 6/22/2023 Water Testing Supplies $ 525.20 122732 Total
Iniguez Eligio 10-00-2841 $ 20.00 122733 6/22/2023 Pioneer Park Rental Deposit Refund/ Iniguez
$ 20.00 122733 Total
JORGENSEN & COMPANY 10-07-6200 $ 835.53 122734 6/22/2023 Sprinkler Annual Inspection, Sprinkler Heads, Sprinkler Repair
$ 835.53 122734 Total
Mechanics Bank 60-50-6120 $ 2,295.00 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 10-21-6120 $ 1,425.00 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 10-02-6120 $ 637.50 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 10-14-6120 $ 345.00 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 10-06-6120 $ 262.50 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 73-70-6120 $ 225.00 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 10-07-6120 $ 750.00 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 63-56-6120 $ 1,185.00 122771 6/23/2023 1st Half HSA Deposit 2023 Mechanics Bank 10-44-6120 $ 375.00 122771 6/23/2023 1st Half HSA Deposit 2023 $ 7,500.00 122771 Total
MID VALLEY IT, INC 10-14-6200 $ 1,477.60 122737 6/22/2023 IT CONTRACT/FIN MID VALLEY IT, INC 60-50-6200 $ 1,477.60 122737 6/22/2023 IT CONTRACT/SEWR MID VALLEY IT, INC 10-03-6310 $ 430.40 122737 6/22/2023 UPS Unit/ Memorial Building MID VALLEY IT, INC 63-56-6200 $ 1,477.60 122737 6/22/2023 IT CONTRACT/WATR MID VALLEY IT, INC 10-03-6310 $ 109.99 122737 6/22/2023 SSL Certificate Renewal MID VALLEY IT, INC 10-03-6310 $ 147.46 122737 6/22/2023 Dome Cover/ Skate Park MID VALLEY IT, INC 10-21-6200 $ 2,955.20 122737 6/22/2023 IT CONTRACT/PD $ 8,075.85 122737 Total
Mitch's Certified Classes, Inc 63-56-6635 $ 1,400.00 122738 6/22/2023 Connection Control Progarm Specialist/ Rocha $ 1,400.00 122738 Total
Modesto Junior College Ag Department 10-21-6210 $ 427.00 122739 6/22/2023 Catch & Release Program June 2023
Modesto Junior College Ag Department 10-21-6208 $ 2,225.00 122739 6/22/2023 Vouchers/ June 2023 Modesto Junior College Ag Department 10-21-6208 $ 1,685.00 122739 6/22/2023 Animal Shelter/ April 2023 Modesto Junior College Ag Department 10-21-6210 $ 1,144.00 122739 6/22/2023 Catch & Release Program April 2023
$ 5,481.00 122739 Total
Modesto Junior College Ag Department 10-21-6208 $ 1,202.24 122740 6/22/2023 Vaccines $ 1,202.24 122740 Total
Morales Lisette 10-00-2840 $ 300.00 122741 6/22/2023 Memorial Building Rental Deposit Refund/ Morales
$ 300.00 122741 Total
Murillo Angel 10-21-6695 $ 30.00 122772 6/23/2023 POST Training Per Diem/ Murillo
$ 30.00 122772 Total
NBS 10-00-1052 $ 4,000.00 122742 6/22/2023 Professional Services Ending 5-31-23
AP Check Register
June 21, 2023 through July 5, 2023
5 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description $ 4,000.00 122742 Total
Newman Fall Festival 10-01-6620 $ 5,000.00 122773 6/23/2023 Fall Festival Donation $ 5,000.00 122773 Total
North Star Engineering Group, Inc 18-32-7739 $ 3,100.00 122743 6/22/2023 Professional Seivices Through 5-31-23
$ 3,100.00 122743 Total
One Step GPS LLC 63-56-6200 $ 153.45 122744 6/22/2023 GPS Fleet Tracking Software One Step GPS LLC 10-22-6200 $ 69.75 122744 6/22/2023 GPS Fleet Tracking Software One Step GPS LLC 10-21-6200 $ 153.45 122744 6/22/2023 GPS Fleet Tracking Software One Step GPS LLC 60-50-6200 $ 153.45 122744 6/22/2023 GPS Fleet Tracking Software $ 530.10 122744 Total
P G & E 10-33-6510 $ 308.34 122747 6/22/2023 Electrical Charges for Solar Meter @WWTP 5-11-23 to 6-9-23
P G & E 60-50-6510 $ 38.54 122747 6/22/2023 Electrical Charges for Solar Meter @WWTP 5-11-23 to 6-9-23
P G & E 10-07-6410 $ 648.23 122747 6/22/2023 NaturalGas Pumped @ CNG Fueling Station 6-5-23 to
5-6-23
P G & E 10-21-6510 $ 38.54 122747 6/22/2023 Electrical Charges for Solar Meter @WWTP 5-11-23 to 6-9-23
P G & E 10-44-6510 $ 154.17 122747 6/22/2023 Electrical Charges for Solar Meter @WWTP 5-11-23 to 6-9-23
P G & E 63-56-6410 $ 648.22 122747 6/22/2023 NaturalGas Pumped @ CNG Fueling Station 6-5-23 to
5-6-23
P G & E 60-50-6410 $ 648.23 122747 6/22/2023 NaturalGas Pumped @ CNG Fueling Station 6-5-23 to
5-6-23
P G & E 69-47-6510 $ 192.72 122747 6/22/2023 Electrical Charges for Solar Meter @WWTP 5-11-23 to 6-9-23
P G & E 60-50-6410 $ 34.64 122747 6/22/2023 Electrical Charges for Solar Meter @WWTP 5-10-23 to 6-8-23
P G & E 63-56-6510 $ 38.54 122747 6/22/2023 Electrical Charges for Solar Meter @WWTP 5-11-23 to 6-9-23
$ 2,750.17 122747 Total
Pacheco Raymond 10-00-2840 $ 300.00 122745 6/22/2023 Memorial Building Rental Deposit Refund/ Pacheco
$ 300.00 122745 Total
Pernsteiner & Sons Fabrication 60-50-6225 $ 129.20 122746 6/22/2023 Hanger $ 129.20 122746 Total
Pimentel John 10-01-6690 $ 29.48 122748 6/22/2023 Mileage Reimbursement/ Pimentel
$ 29.48 122748 Total
Public Agency Coalition Enterprise 10-00-2260 $ 23,061.94 122735 6/22/2023 Health Insurance Premium/ July
2023
$ 23,061.94 122735 Total
Public Agency Coalition Enterprise 10-00-2260 $ 21,337.00 122736 6/22/2023 Health Insurance Premium/ July
2023
$ 21,337.00 122736 Total
Reyes Kathryn 17-50-7121 $ 57.00 122749 6/22/2023 Reimbursement fro Recording Documents/ Reyes
$ 57.00 122749 Total
Rick Engineering Company 17-36-7780 $ 5,152.50 122750 6/22/2023 Project C 18529-C00 Newman Design Prop 1
$ 5,152.50 122750 Total
Rolfe Construction, Inc 61-50-7772 $ 54,421.33 122751 6/22/2023 Prince Rd Sewer Project $ 54,421.33 122751 Total
SHORT BRETT 10-21-6695 $ 75.00 122774 6/23/2023 POST Training Per Diem/ Short
$ 75.00 122774 Total
AP Check Register
June 21, 2023 through July 5, 2023
6 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description SmartPhone Meter Reading 63-56-6200 $ 14,647.45 122775 6/23/2023 SmertPhone Annual Software & Support. Data Hosting, SPMR
Serve
$ 14,647.45 122775 Total
Solar Integrated Fund III 60-50-6410 $ 13,267.15 122752 6/22/2023 Solar Production Period 5-1 -23 to
5-30 -23
$ 13,267.15 122752 Total
Springbrook Holding Company, LLC 10-14-6310 $ 549.00 122753 6/22/2023 Civic Pay Transaction Fee Springbrook Holding Company, LLC 60-50-6310 $ 549.00 122753 6/22/2023 Civic Pay Transaction Fee Springbrook Holding Company, LLC 63-56-6310 $ 549.00 122753 6/22/2023 Civic Pay Transaction Fee $ 1,647.00 122753 Total
STANTEC CONSULTING SERVICE, Inc 17-50-7782 $ 19,555.00 122756 6/22/2023 Project# 184031755 Construction Management & Resident Service
STANTEC CONSULTING SERVICE, Inc 61-55-7550 $ 3,437.00 122756 6/22/2023 Project# 184031755 Construction Management & Resident Service
$ 22,992.00 122756 Total
STAPLES ADVANTAGE 10-14-6300 $ 9.30 122755 6/22/2023 Staple Removers, Sharpies STAPLES ADVANTAGE 63-56-6300 $ 9.30 122755 6/22/2023 Staple Removers, Sharpies STAPLES ADVANTAGE 63-56-6300 $ 14.55 122755 6/22/2023 Adhesive STAPLES ADVANTAGE 10-14-6300 $ 14.56 122755 6/22/2023 Adhesive STAPLES ADVANTAGE 60-50-6300 $ 14.55 122755 6/22/2023 Adhesive STAPLES ADVANTAGE 10-14-6300 $ 21.71 122755 6/22/2023 Envelopes STAPLES ADVANTAGE 60-50-6300 $ 21.71 122755 6/22/2023 Envelopes STAPLES ADVANTAGE 60-50-6300 $ 9.30 122755 6/22/2023 Staple Removers, Sharpies STAPLES ADVANTAGE 63-56-6300 $ 21.71 122755 6/22/2023 Envelopes $ 136.69 122755 Total
State of Calif Dept of Justice 10-00-2014 $ 1,295.00 122754 6/22/2023 Fingerprint Apps/FBl/Child Abuse Index
$ 1,295.00 122754 Total
STEVE'S QUALITY CLEANING 10-07-6200 $ 185.00 122757 6/22/2023 Cleaned & Buffed Floors@ City Hall
$ 185.00 122757 Total
SWRCB-DWOCP 63-56-6635 $ 55.00 122758 6/22/2023 Drinking Water Treatment Operator/
Bruss
$ 55.00 122758 Total
SWRCB-DWOCP 63-56-6635 $ 70.00 122781 6/28/2023 Drinking Water Distribution Cert/ Dumaguing
$ 70.00 122781 Total
SWRCB-DWOCP 63-56-6635 $ 60.00 122782 6/28/2023 Drinking Water Treatment Operator Cert/ Garza
SWRCB-DWOCP 63-56-6635 $ 60.00 122782 6/28/2023 Drinking Water Distribution Cert/ Garza
$ 120.00 122782 Total
TBS Contractors 18-32-7739 $ 161,253.98 122759 6/22/2023 Highway 33 & Inyo Improvements Progress Payment 2
$ 161,253.98 122759 Total
Ten-Four Communications, Inc 10-22-6615 $ 5,760.00 122760 6/22/2023 Station Alerting/ FD Ten-Four Communications, Inc 10-22-6615 $ 173.11 122760 6/22/2023 Station Alerting/ FD $ 5,933.11 122760 Total
Turf Renovation Machinery, Inc 10-44-6225 $ 58.15 122761 6/22/2023 Clutch Friction Discs $ 58.15 122761 Total
AP Check Register
June 21, 2023 through July 5, 2023
7 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description UNIVAR USA, INC 63-56-6300 $ 1,486.50 122762 6/22/2023 270 Gallons of Sodium Hypoclorlte
Del lvered to Well#B
UNIVAR USA, INC 63-56-6300 $ 377.18 122762 6/22/2023 70 Gallons of Sodium Hypoclorlte
Del lvered to Well#B
$ 1,863.68 122762 Total
Vollmar Natural Lands Consulting 17-36-7779 $ 2,000.50 122763 6/22/2023 Project J-445 CDFW Vollmar Natural Lands Consulting 17-36-7780 $ 3,543.02 122763 6/22/2023 Project J-445 CDFW Vollmar Natural Lands Consulting 17-36-7779 $ 2,290.94 122763 6/22/2023 Project J-445 CDFW $ 7,834.46 122763 Total
Weco Industries 60-50-6300 $ 104.48 122783 6/28/2023 Manhole Hook with T Handle $ 104.48 122783 Total
West Coast Pet Memorial Services 10-21-6208 $ 45.60 122765 6/22/2023 Disposal Clinic $ 45.60 122765 Total
Westside Connect 60-50-6600 $ 50.00 122764 6/22/2023 Single Box Ad Westside Connect 69-47-6600 $ 660.00 122764 6/22/2023 Notice of Public Hearing Public Safety Maintenance Services Westside Connect 63-56-6600 $ 50.00 122764 6/22/2023 Single Box Ad Westside Connect 10-01-6600 $ 50.00 122764 6/22/2023 Single Box Ad Westside Connect 10-22-6300 $ 106.80 122764 6/22/2023 Fire Inspection Forms Westside Connect 69-47-6600 $ 570.00 122764 6/22/2023 Notice of Public Hearing Adopting Resolution 2023-24 Westside Connect 10-01-6600 $ 372.50 122764 6/22/2023 Display Ad Bike Month Challenge Westside Connect 10-01-6600 $ 549.00 122764 6/22/2023 Dispaly Ad Youth Soccer Westside Connect 10-07-7505 $ 120.00 122764 6/22/2023 Notice to Bidders Dumpster Enclosure
Westside Connect 10-01-6620 $ 274.50 122764 6/22/2023 Display Ad Downtown Pop Up Market Westside Connect 10-06-6600 $ 120.00 122764 6/22/2023 Notice of Public Hearing Conditional Use Permit 23-01
$ 2,922.80 122764 Total
WESTSIDE THEATER FOUNDATI 10-07-7505 $ 42,779.29 122777 6/23/2023 Reimbursement for Half Cost of Repair on Neon Sign @ Theater
$ 42,779.29 122777 Total
Wex Bank 10-07-6500 $ 57.82 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
Wex Bank 10-21-6500 $ 3,690.03 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
Wex Bank 63-56-6500 $ 1,049.85 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
Wex Bank 10-33-6500 $ 532.02 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
Wex Bank 60-50-6500 $ 724.16 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
Wex Bank 69-47-6500 $ 304.06 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
Wex Bank 10-22-6500 $ 1,922.89 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
Wex Bank 10-44-6500 $ 102.07 122766 6/22/2023 Gas and Diesel Purchases 5-16-23 to 6-15-23
$ 8,382.90 122766 Total
White Brenner, LLP 10-15-6200 $ 1,277.60 122767 6/22/2023 Professional Srvcs Rendered Through May 2023 HR
White Brenner, LLP 10-15-6200 $ 2,553.10 122767 6/22/2023 Through May 2023 General Municipal
White Brenner, LLP 10-15-6200 $ 930.80 122767 6/22/2023 Professional Srvcs Rendered Through May 2023 PRA
White Brenner, LLP 63-56-6200 $ 634.00 122767 6/22/2023 Professional Srvcs Rendered Through May 2023 Cal Sport v
De
$ 5,395.50 122767 Total
AP Check Register
June 21, 2023 through July 5, 2023
8 of 8
Vendor Fund-Dept-Acct Amount Check # Check date Description Yakutis Michael 10-00-2841 $ 20.00 122768 6/22/2023 Pioneer Park Rental Deposit Refund/ Yakutis
Yakutis Michael 10-00-5521 $ 45.00 122768 6/22/2023 Pioneer Park Rental Deposit Refund/ Yakutis
$ 65.00 122768 Total
$ 556,267.96 Grand Total
MINUTES
NEWMAN CITY COUNCIL
SPECIAL MEETING JUNE 27, 2023
CITY HALL CONFERENCE ROOM, 6:30 P.M., 938 FRESNO STREET NOTICE: THIS MEETING WILL BE HELD IN ACCORDANCE WITH THE RALPH M. BROWN ACT (CALIFORNIA GOVERNMENT CODE SECTION 54950, ET SEQ.) AND THE FEDERAL AMERICANS WITH DISABILITIES ACT
1. Call To Order - Mayor Graham 6:31 P.M.
2. Roll Call - PRESENT: McDonald, Mayor Pro Tem Ball, Tomlinson, Pimentel, And Mayor Graham.
ABSENT: None.
3. Items From The Public – None.
4. Adjourn To Closed Session - 6:31 P.M.
a. Conference With Real Property Negotiator – 1617 Main Street - Stanislaus County APN 128- 009-080 - G.C. 54956.8. Agency Negotiator: Michael E. Holland. Negotiating Parties: City Of Newman And Fresno Farming, LLC. Under Negotiation: Price And Term Of Payment. b. Conference With Labor Negotiator – Agency Negotiator: Michael E. Holland - Employee Organizations: Management, Supervisory And Confidential Bargaining Unit - G.C. 54957.6. c. Public Employee Personnel Evaluation – Title of Employee: City Manager – G.C. 54957. d. Return To Open Session. - 7:11 P.M.
Mayor Graham Reported That Staff Was Given Direction Regarding Items 4.a., 4.b., And 4.c.
5. Adjournment.
ACTION: On A Motion By McDonald Seconded By Ball, The Meeting Was Adjourned At 7:13 P.M.
By The Following Vote: AYES: McDonald, Ball, Tomlinson, Pimentel, And Mayor Graham; NOES:
None; ABSENT: None; NOT PARTICIPATING: None.
MINUTES
NEWMAN CITY COUNCIL
REGULAR MEETING JUNE 27, 2023
CITY COUNCIL CHAMBERS, 7:00 P.M., 938 FRESNO STREET
NOTICE: THIS MEETING WILL BE HELD IN ACCORDANCE WITH THE RALPH M. BROWN ACT (CALIFORNIA GOVERNMENT CODE SECTION 54950, ET SEQ.) AND THE FEDERAL AMERICANS WITH DISABILITIES ACT
1. Call To Order - Mayor Graham 7:15 P.M.
2. Pledge Of Allegiance.
3. Invocation – Council Member McDonald.
4. Roll Call - PRESENT: McDonald, Mayor Pro Tem Ball, Tomlinson, Pimentel, And Mayor Graham.
ABSENT: None.
5. Declaration Of Conflicts Of Interest – None.
6. Ceremonial Matters – None.
7. Items from the Public - Non-Agenda Items – None.
8. Consent Calendar
a. Waive All Readings Of Ordinances And Resolutions Except By Title. b. Approval Of Warrants.
c. Approval Of Minutes Of The June 13, 2023 Meetings.
d. Approval Of A Business Assistance Grant For Rigna Investments (ARCO). e. Adopt Resolution No. 2023-37, Adopting Class Specifications For City Of Newman Employees.
f. Adopt Resolution No. 2023-38, Approving The Measure “L” Capital Improvement Program Project List For Fiscal Years 2023-2027.
g. Adopt Resolution No. 2023-39, Adopting A Salary Schedule And Benefit Package For Management, Supervisory And Confidential Positions.
h. Adopt Resolution No. 2023-40, Awarding The Bid For The Fire Department Dumpster Enclosure Project To Cordeiro Custom Remodeling And Repair And Authorizing The City Manager Or Designee To Execute An Agreement.
ACTION: On A Motion By McDonald Seconded By Pimentel, The Consent Calendar Was Approved By The Following Vote: AYES: McDonald, Ball, Tomlinson, Pimentel, And Mayor Graham; NOES:
None; ABSENT: None; NOT PARTICIPATING: None.
9. Public Hearings
a. Second Reading And Adoption Of Ordinance No. 2023-01 An Ordinance Authorizing The Levy Of Special Taxes In A Community Facilities District (Community Facilities District No. 2023-1) And Authorize Staff To Publish A Summary Of Said Ordinance.
Mayor Graham Opened The Public Hearing At 7:21 P.M.
There Being No Public Comment, Graham Closed The Public Hearing At 7:21 P.M.
ACTION: On A Motion By Ball Seconded By McDonald, Ordinance No. 2023-01, An Ordinance An Ordinance Authorizing The Levy Of Special Taxes In A Community Facilities District (Community Facilities District No. 2023-1), Was Adopted And Staff Was Authorized To Publish A Summary Of Said Ordinance, By The Following Vote: AYES: McDonald, Ball, Tomlinson, Pimentel, And Mayor Graham; NOES: None; ABSENT: None; NOT PARTICIPATING: None.
10. Regular Business
a. Approve Fiscal Year 2023-2024 Annual Budget As Presented In The Preliminary Budget Document.
Finance Director Humphries Reviewed Budget Highlights And Noted Changes From The Previous Year’s Budget. Humphries Reviewed General Fund Projections, Changes In Revenues, Department Budgets, Special Revenue Funds, Enterprise Funds And Capital Project Funds.
Council Member McDonald Asked For Clarification Regarding The City’s Budgeted Two Percent Property Tax Increase And Whom It Would Affect.
Finance Director Humphries Explained That The Two Percent Was The City’s Estimated Increase In Tax Revenues. Humphries Noted That Actual Tax Increases Would Depend On What The County Decides As It Relates To The Value Of Existing Homes. He Noted That The City Would Receive Increased Taxes From Projected Residential And Commercial Properties.
Mayor Graham Asked If There Were Any Grants For New Wireless Water Meters.
Finance Director Humphries Noted Yes, But The City Had Been Unsuccessful In Obtaining Said Grants.
Mayor Graham Asked For The Balance Of The Community Benefit Fund.
Finance Director Humphries Stated That Currently There Was More Than Eighty-Six Thousand Dollars In The Said Account.
Council Member McDonald Thanked City Staff For All Of Their Efforts And Hard Work.
Mayor Graham Thanked Finance Director Humphries For A Great Presentation And Noted That The Budget Was Easy To Read. Graham Inquired About The City’s Total Budgeted Expenditures.
Finance Director Humphries Stated That The City’s Total Operating Expenditures Were Estimated At Thirty- Five Million, Five-Hundred Thirty-Nine Thousand, Five Hundred Forty-One Dollars ($35,539,541).
I. Adopt Resolution No. 2023-41, A Resolution Establishing Fiscal Year 2023-2024 GAAN Appropriations Limit.
ACTION: On A Motion By Ball Seconded By Tomlinson Adopt Resolution No. 2023-41, A Resolution Establishing Fiscal Year 2023-2024 GAAN Appropriations Limit, Was Adopted By The Following Vote: AYES: McDonald, Ball, Tomlinson, Pimentel, And Mayor Graham; NOES: None; ABSENT:
None; NOT PARTICIPATING: None,
II. Adopt Resolution No. 2023-42, A Resolution Adopting The Budget For Fiscal Year 2023-2024.
ACTION: On A Motion By Tomlinson Seconded By Pimentel Resolution No. 2023-42, A Resolution Adopting The Budget For Fiscal Year 2023-2024, Was Adopted By The Following Vote: AYES:
McDonald, Ball, Tomlinson, Pimentel, And Mayor Graham; NOES: None; ABSENT: None; NOT PARTICIPATING: None,
11. Items From District Five Stanislaus County Supervisor - None.
12. Items From The City Manager And Staff.
City Manager Holland Thanked City Council For Approving The City’s Budget. Holland Explained That The Outside Of City Hall Would Be Getting A Facelift. He Pointed Out That The NEWS And Wetlands Projects Were Under Construction And That The Contactor Would Be Moving Dirt For The Next Thirty To Forty-Five Days. Holland Noted That The Said Projects Would Move About A Hundred Thousand Cubic Yards Of Dirt To The Old Stockyard Site. He Mentioned That The State Legislature Had Passed A Statute Identifying A Section Of Highway 33 As Corporal Ronil Singh Memorial Highway And There Would Be A Dedication Ceremony Scheduled As Soon As The Signage Was Completed. Holland Concluded With Wishing Everyone A Happy And Safe 4th Of July.
Council Member McDonald Asked That When Moving All Of The Dirt, That The Contractor Implement Dust Control Measures.
City Manager Holland Stated That The Air Pollution Control District Requires The Contactor To Include Dust Control Procedures.
Recreation Director/Community Liaison Mendoza Reported That A Downtown Market Event Was Scheduled For The First Friday Of July And That There Were Only Two Markets Left This Summer.
Mendoza Stated That Fit Kids Camp Would Be Starting On Thursday, July 6th And That The Newman Crows Landing School District Would Be Providing Breakfast And Lunch To The Campers.
Chief Richardson Reported That July Was Auto Theft Prevention Month And Indicated That The Police Department Would Be Disseminating Club Steering Wheel Locks To Newman Residents.
Richardson Reminded Everyone To Celebrate The 4th Of July Safely And Sanely By Only Utilizing Legal Fireworks.
Finance Director Humphries Reported That The Treasure’s Report Had Been Put On Hold Until The City’s Financial Audit Was Completed.
Chief Bowen Stated That The Temperatures Were Increasing And Noted That Everyone Should Take Precautions. Bowen Noted That The Fire Department Was Planning To Have Increased Staffing For The 4th Of July Holiday.
13. Items From City Council Members.
Council Member Ball Thanked Staff For All Of Their Efforts And Stated That He Was Very Proud To Be Part Of Newman.
Mayor Graham Wished Everyone A Happy 4th Of July And Asked That Everyone Stay Safe.
14. Adjournment.
ACTION: On A Motion By Pimentel Seconded By McDonald And Unanimously Carried, The Meeting Was Adjourned At 7:55 P.M.
Honorable Mayor and Members
of the Newman City Council
Agenda Item: 8.d.
City Council Meeting
of July 11, 2023
APPROVE PURCHASE AND SALE AGREEMENT WITH FOSTER FARMS, LLC.
RECOMMENDATION:
Adopt Resolution 2022- , authorizing the City Manager to execute a Purchase and Sale Agreement with Foster Farms, LLC for 1643 Main Street (APN 128-009-080).
BACKGROUND:
In the past, Foster Farms, LLC operated a turkey hatchery at 1643 Main Street, at the southern end of Main Street.
Around the mid 2000's, Foster Farms relocated the hatchery operations and ended the main use at the site. The site maintained minimal activity (mostly office/administrative) until around 2011 when it was shuttered.
The subject property is approximately 41, 700 square foot lot at the south end of Main Street. The site encompasses the entire half block between Inyo Avenue and Stanislaus Street, between Main Street and the alleyway. The former turkey hatchery site contains two buildings. Building #1 is a 27,500+/- square feet former hatchery building and building #2 is a 1,500+/- sf office building.
ANALYSIS:
An asbestos and lead-paint survey was conducted, and a report completed, in December 2019 that indicates both buildings contain asbestos containing material (ACM) that requires specialized handling prior to demolition. In addition, both buildings contain lead-based paint. To mitigate these measures, staff received a quote from PARC Environmental for the safe removal, transportation and disposal of the materials.
To off-set the removal costs associated with the ACM and lead-paint, staff has worked with Foster Farms to significantly reduce the cost of the land. The projected cost for the land will not exceed thousand dollars plus standard closing costs.
FISCAL IMPACT:
This action will require a small budget adjustment equal to the price of the property and closing costs. The source of the funding will be City's General Fund.
CONCLUSION:
The proposed purchase will secure a former turkey hatchery that has fallen into disrepair and become an eye-sore for the community. Acquisition of the property will also allow the City to apply for grant funding to safety remove the asbestos and lead-based paint. Clean-up and redevelopment of the property could serve as a catalyst towards extending Main Street improvements southward. Therefore, staff recommends the Council adopt Resolution 2023- xx authorizing the City Manager to execute a Purchase and Sale Agreement for 1643 Main Street.
ATTACHMENTS:
1. Resolution 2023- , authorizing the City Manager to execute a Purchase and Sale Agreement with Foster Farms, LLC for 1643 Main Street
2. Copy of Land Purchase and Sale Agreement
3. Assessor's Parcel Map showing the parcel
Respectfully Submitted,
-<f5W~ Michael E. Holland
City Manager
RESOLUTION NO. 2023-
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AND SALE AGREEMENT WITH FOSTER FARMS LLC FOR 1643 MAIN STREET WHEREAS, the City of Newman desires to purchase 1643 Main Street (Stanislaus County APN 128- 009-080); and.
WHEREAS, the owner, Foster Farms LLC, has offered to sell the property to the City; and WHEREAS, the City and Foster Farms LL have reached an agreement on the terms of the purchase and sale of 1643 Main Street; and
WHEREAS, funding for the land purchase will be provide through the City's General Fund account; NOW, THEREFORE BE IT RESOLVED that the City of Newman does hereby authorize the City Manager to execute a Purchase and Sale Agreement with Foster Farms LLC for 1643 Main Street (Stanislaus County APN 128-009-080).
The foregoing resolution was introduced at a regular meeting of the City Council of the City of Newman held on the 11th day of July, 2023 by Council Member , who moved its adoption, which motion was duly seconded and it was upon roll call carried and the resolution adopted by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Mike Maier,
City Clerk of the City of Newman,
County of Stanislaus, State of California
APPROVED:
Casey Graham,
Mayor of the City ofNewman,
County of Stanislaus, State of California
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made as of this 12th day of July, 2023 (the "Effective Date") by and between FOSTER FARMS, LLC, a California limited liability company ("Seller"), and CITY OF NEWMAN, a California municipal corporation ("Buyer").
RECITALS
A. Seller is the owner of that certain real property consisting of approximately 0.95 acres located at 1643 Main Steet in the City of Newman, County of Stanislaus, State of California, APN 128-009-080, and more particularly described on Exhibit "A", together with all improvements located thereon ("Property");
B. The Property is improved with a hatchery structure formerly used by Seller in its business operations (the "Hatchery"), which Hatchery is no longer in use by Seller, has been closed for many years, and contains asbestos, asbestos-containing materials, and lead-based paint; and
C. ·Buyer has agreed to purchase the Property from Seller at a reduced purchase price in exchange for Buyer redeveloping the Property, including demolishing the Hatchery and remediating the environmental condition of the Property, and other material terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows:
1. Purchase and Sale of Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, upon the terms and conditions hereinafter set forth, the Property.
2. Purchase Price. The purchase price for the Property shall be One Thousand Dollars ($1,000) ("Purchase Price"). The Purchase Price shall be payable by Buyer to Seller in cash at the Close of Escrow.
3. Escrow. Upon the Effective Date, the parties shall open an escrow ("Escrow") with Fidelity National Title Company, whose address is 155 W. El Portal Drive, Suite B, Merced, California 95348 ("Escrow Holder" or "Title Company"), Attention: Judy Caplan ("Escrow Officer") for purposes of consummating the transaction contemplated by this Agreement. Upon the Effective Date, Buyer shall deliver to Escrow Holder a copy of this Agreement. At least twentyfour (24) hours prior to the closing of escrow (the "Close of Escrow" or "Closing"), Buyer and Seller shall each deliver to Escrow Holder written closing instructions and all executed documents, payments, and funds necessary to complete the Closing in accordance with the terms hereof.
4. Close of Escrow. The Closing shall occur on or before September 30, 2023 ("Closing Date"). Buyer and Seller may mutually agree to change the Closing Date in writing.
Time is of the essence with respect to the Close of Escrow. Seller shall deliver possession of the Property to Buyer at the Close of Escrow.
{CW130282. l} -1-
5. Conditions to Buyer's Obligation to Purchase Property. Buyer's obligation to purchase the Property is conditioned upon the following:
(a) Seller shall have delivered to Escrow Holder the items described in Section 10( a) at least one ( 1) business day prior to the Closing.
If any of the foregoing conditions have not been satisfied by the Closing Date, Buyer shall have the right to give Seller written notice of termination of this Agreement, in which event the parties' rights and obligations under this Agreement shall terminate except with respect to any rights or obligations that expressly survive the Close of Escrow. The conditions set forth in this Section 4 are solely for the benefit of Buyer and may be waived only by Buyer. At all times prior to the termination of this Agreement, Buyer may waive any of these conditions in its sole discretion and proceed with the Closing.
6. Conditions to Seller's Obligation to Sell the Property. Seller's obligation to sell the Property is conditioned upon the following:
(a) Buyer shall have delivered to Escrow Holder the items described in Section 1 O(b) at least one (1) business day prior to the Closing.
If any of the foregoing conditions have not been satisfied by the Closing Date, Seller shall have the right to give Buyer written notice of termination of this Agreement, in which event the parties' rights and obligations under the Agreement shall terminate except with respect to any rights or obligations that expressly survive the Close of Escrow. The conditions set forth in this Section 6 are solely for the benefit of Seller and may be waived only by Seller. At all times prior to the termination of this Agreement, Seller may waive any of these conditions in its sole discretion and proceed with the Closing.
7. Title to Property. Buyer may, in its sole and absolute discretion, obtain an updated preliminary title report on the Property, issued by the Title Company (the "Preliminary Report"), and Buyer shall deliver a copy of such Preliminary Report to Seller. Except as otherwise stated in this Agreement, the title exceptions listed on the Preliminary Report shall be considered to have been approved by Buyer and shall be referred to herein as the "Approved Exceptions". At Closing, Seller shall convey and transfer to Buyer title to the Property subject only to the Approved Exceptions. In Buyer's sole discretion, and at Buyer's sole cost and expense, Buyer may obtain a standard CLTA owner's form policy of title insurance issued by the Title Company with Buyer as the named insured, subject to the Approved Exceptions ("Title Policy").
8. Due Diligence.
(a) Buyer's Due Diligence. Buyer represents that Buyer has had access to, and fully inspected, the Property and all documents, records, and materials relating to the operation, ownership and management of the Property ("Due Diligence Materials"). Accordingly, Seller shall not be required to provide to Buyer any further documents, records, and materials relating to the operation, ownership, and management of the Property. Buyer acknowledges and agrees that Seller does not represent or warrant the truth or accuracy of the Due Diligence Materials delivered to Buyer.
{CW130282. l} -2-
(b) Right of Entry. Prior to the Closing Date, Seller shall afford Buyer and Buyer's representatives reasonable access to the Property for the purposes of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests, and any other physical inspections, studies, or tests reasonably required by Buyer with respect to the Property.
As a condition to Buyer or its agents entering onto or performing any work on the Property, Buyer or Buyer's representatives must furnish to Seller evidence that Buyer or Buyer's representatives carry comprehensive general liability insurance in an amount no less than Two Million Dollars ($2,000,000) per claim/occurrence, naming Seller as an additional insured. Buyer shall indemnify, defend (with counsel reasonably satisfactory to Seller), and hold Seller harmless from and against any and all loss, expense, claim, damage and injury to person or property resulting from the acts of Buyer, Buyer's agents, contractors, and/or subcontractors on the Property in connection with the performance of any entry or activities upon the Property; provided such indemnification obligation shall not be applicable to the extent of (i) Buyer's discovery of any pre-existing adverse physical condition at the Property, (ii) any diminution in value in the Property arising from or relating to matters discovered by Buyer during its investigation of the Property, (iii) any liabilities, claims, demands, losses, costs, damages, and expenses that arise out of the negligence or intentional omission or misconduct of Seller or Seller's employees, agents, representatives, contractors, or consultants, or (iv) any Hazardous Materials that are discovered (but not deposited) on or under the Property by Buyer. The foregoing provisions shall survive the Closing and/or the expiration or earlier termination of this Agreement.
( c) Confidentiality. Prior to the Close of Escrow, Buyer shall maintain as confidential the Due Diligence Materials, the results of any due diligence inspections and any and all material obtained about the Property from Seller ("Confidential Information") and shall not disclose Confidential Information to any uninvolved third party; provided, however, Buyer shall have the right to disclose Confidential Information (i) to involved third parties who require information to assist Buyer in its investigations, provided that Buyer shall require such third parties receiving such Confidential Information to maintain the confidentiality of the same in accordance with the confidentiality provisions in this paragraph; (ii) to the extent legally compelled to do so or otherwise required by law, statute, court order, or subpoena; (iii) that is public record or the contents of which are otherwise in the public domain or known to third parties; or (iv) in the event of litigation between the parties. Anything in this Agreement to the contrary notwithstanding, Buyer's obligations under this paragraph shall survive the Closing and/or the expiration or earlier termination of this Agreement.
9. Condition of Property; Buyer's Release.
(a) Disclosure of Hazardous Materials Condition. Buyer acknowledges that Seller has disclosed to Buyer that the Hatchery contain asbestos, asbestos-containing materials, and lead-based paint as revealed by that certain Amended Report Asbestos & Lead-Based Paint Demolition Survey dated December 5, 2019 and prepared by Air Quality Compliance Solutions (the "Report") that Seller has delivered to Buyer.
(b) California Disclosures. Section 25359.7 of the California Health and Safety Code requires owners of nonresidential property who know or have reasonable cause to believe that any release of hazardous substance has come to be located on or beneath real property to provide written notice of that condition to a purchaser of such real property. Buyer and Seller {CW130282. l} -3-
acknowledge that, among other things, all or a portion of the Property was used as a chicken hatchery, and that there are and/or may be Hazardous Materials (as defined herein) in, on, under, or about the Property, including asbestos, asbestos-containing materials, and lead-based paint as revealed by the Report. Buyer acknowledges: (i) Buyer's receipt of the foregoing disclosure and written notice from Seller given pursuant to Section 25359.7 of the California Health and Safety Code, and Buyer further acknowledges that Buyer is aware of the benefits conferred to Buyer by such Health and Safety Code provision and the risks Buyer assumes by any waiver of Buyer's benefits thereunder; (ii) Buyer is fully aware of the condition of the Property and the matters described in the Report; and (iii) after receiving advice of Buyer's legal counsel, Buyer hereby waives any and all rights or remedies whatsoever, express, implied, statutory, or by operation of law that Buyer may have against Seller, including remedies for actual damages under Section 25359.7 of the California Health and Safety Code, arising out of or resulting from any presence, use, or release of Hazardous Materials on, under, from or about the Property:
Buyer's Initials
( c) AS-IS Sale. Buyer represents and warrants to Seller that Buyer has satisfied itself, or prior to the Close of Escrow will satisfy itself, as to the physical, environmental, natural resources, wetlands, economic and legal condition of the Property and its suitability for the purposes intended by Buyer. Buyer acknowledges and agrees that Buyer is acquiring the Property subject to all existing laws, ordinances, rules and regulations, and neither Seller nor any of Seller's partners, members, officers, directors, employees, agents, consultants, representatives and attorneys (collectively, "Seller's Agents") have made any warranties, representations, or statements regarding the availability of any approvals, or the laws, ordinances, rules or regulations of any governmental or quasi-governmental body, entity, district or agency having authority with respect to the ownership, possession, development, occupancy, condition and/or use of the Property. Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property, including, without limitation, the physical condition of the Property, title to or boundaries of the Property, the presence of Hazardous Materials or other environmental and natural resources matters, including the presence of soil, soil gas or groundwater contamination, presence of waters, wetlands, biological or historic resources, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural or other engineering characteristics, traffic patterns and all other information pertaining to the Property. The term "Hazardous Materials" as used in this Agreement shall mean and refer to (a) any hazardous or toxic wastes, materials or substances, or chemicals, and other pollutants or contaminants, which are or become regulated by applicable local, state, regional and/or federal orders, ordinances, statutes, rules, regulations (as interpreted by judicial and administrative decisions) and laws; (b) asbestos, asbestos-containing materials or urea formaldehyde; ( c) polychlorinated biphenyls; ( d) flammables, explosive, corrosive or radioactive materials; ( e) medical waste and biochemicals; and (f) gasoline, diesel, petroleum or petroleum by-products.
Buyer further acknowledges that Seller has made no representation or warranty regarding the accuracy or completeness of any reports or studies relating to the Property which may have been delivered to or made available to Buyer. Buyer moreover acknowledges (i) that Buyer has entered into this Agreement with the intention of making and relying upon its own or its experts' investigation of the physical, natural resources, wetlands, economic and legal condition of the Property, including, without limitation, the compliance of the Property with laws and {CW130282. l} -4-
governmental regulations and the operation of the Property, (ii) that prior to the Effective Date, Buyer has had the opportunity to review the Due Diligence Materials and to review and discuss the same with Buyer's consultants, and (iii) Buyer is not relying on any representations and warranties made by Seller or anyone acting or claiming to act on Seller's behalf concerning the Property. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying upon the advice of its own accounting, tax, legal, architectural, engineering, property management and other advisors. Buyer shall purchase the Property in its "As Is" condition on the Closing Date and assumes the risk that adverse physical, environmental, wetlands, biological resources, natural resources, economic or legal conditions may not have been revealed by its investigations. Seller shall have no liability for any subsequently discovered defects, whether latent or patent.
( d) Release. Effective as of the Closing, Buyer, on behalf of itself, its officers, directors and its and their respective successors, shall, and by the execution of the Agreement, hereby does, and upon the Closing shall, forever release Seller and Seller's Agents of and from any and all losses, liabilities, damages, claims, demands, causes of action, costs and expenses, that Buyer may now or hereafter have against the foregoing parties, whether known or unknown, with respect to: (i) the nature or condition of the Property (including, without limitation, any design or natural defect of any kind or nature whatsoever), (ii) the condition of title to the Property, (iii) the fitness for Buyer's intended use (including, without limitation, Buyer's ability to construct or otherwise develop the Property), (iv) any existing leases and/or occupancy agreements which purportedly encumber the Property (irrespective of whether any such leases and/or occupancy agreements actually encumber the Property), and (v) any past, present, or future presence or existence of Hazardous Materials on, under, or about the Property or with respect to any past, present or future violations of any rules, regulations or laws, now or hereafter enacted, regulating or governing the use, handling, storage or disposal of Hazardous Materials including, without limitation, (A) any and all rights Buyer may now or hereafter have to seek contribution from Seller under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986 ( 42 U.S.C.A. §9613), as the same may be further amended or replaced by any similar law, rule or regulation, (B) any and all rights Buyer may now or hereafter have against Seller under similar state and/or local laws, as the same may be further amended or replaced by any similar law, rule or regulation, (C) any and all claims, whether known or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA ( 4 2 U.S. C .A. § 9607), and (D) any and all claims Buyer may now or hereafter have against Seller, whether known or unknown, now or hereafter existing, based upon nuisance, trespass or any other common law or statutory provisions.
Buyer agrees never to commence, aid in any way, or prosecute against Seller or Seller's Agents, any action or other proceeding, for any of the matters waived and released herein.
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE
SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW:
{CW130282. l}
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT
-5-
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
Buyer's Initials
( e) Indemnity Agreement. As a material portion of the consideration given to Seller by Buyer in exchange for Seller's performance hereunder, Buyer agrees to execute and deliver the Indemnity Agreement in the form attached hereto as Exhibit "B" (the "Indemnity Agreement").
(f) Survival of Provisions. The provisions of Section 9(b ), ( c ), and ( d) above shall survive the Closing and/or any expiration or earlier termination of this Agreement, and shall not be deemed merged into any instrument or conveyance delivered at the Closing.
10. - Deposits Into Escrow.
(a) Seller's Deposits Into Escrow. Each Seller shall deposit or cause to be deposited into Escrow prior to the Close of Escrow the following:
(i) An executed and acknowledged Grant Deed in the Title Company's standard form (the "Grant Deed");
(ii) An executed Federal Non-Foreign Investor Affidavit and a California 593 Real Estate Withholding Certificate;
(iii) Two (2) counterpart originals of the Indemnity Agreement duly executed by Seller; and
(iv) Such other documents, including escrow instructions, as may be reasonably required to consummate this transaction.
(b) Buyer's Deposits Into Escrow. Buyer shall deposit into Escrow prior to the Close of Escrow the following:
(i) Funds in the amount of the Purchase Price;
(ii) Such additional funds as may be required to pay Buyer's share of closing costs as provided herein;
{CW130282.1} -6-
(iii) Two (2) counterpart originals of the Indemnity Agreement duly executed by Buyer; and
(iv) Such other documents, including escrow instructions, as may be reasonably required to consummate this transaction.
( c) Expenses of Escrow. The sale of the Property shall be exempt from county documentary transfer taxes. Buyer shall pay (i) all escrow fees, (ii) the premium for Buyer's Title Policy, if any, and (iii) the recording fees, if any. All other reasonable and customary expenses, fees and costs incurred in connection with the consummation of the Escrow shall be borne by Buyer. Buyer and Sellers shall each bear their own respective attorneys' fees and accounting costs incurred in connection with this transaction.
( d) Prorations. Seller shall pay taxes and any penalties and costs on the Property for the current fiscal year (prorated through the date the escrow closes) and any and all previous fiscal years through escrow at Close of Escrow.
11. Broker's Commission. Each party warrants and represents to the other that it has not dealt with nor does it have any knowledge of any persons, firms or entities which would be entitled to a broker's commission, finder's fee or the like in connection with the transactions contemplated by this Agreement. If any warranty or representation made by a party in this paragraph proves to be false, such party shall indemnify, defend and hold the other party harmless with respect to any claims, losses, costs, liabilities and other expenses (including attorneys' fees) which the other party may incur as a result of such breach or misrepresentation. The foregoing obligation shall survive the Close of Escrow.
12. Termination. If this Agreement is terminated by Buyer pursuant to the terms of this Agreement, then, except as otherwise provided in this Agreement, such termination shall relieve Buyer and Seller from any further liabilities or obligations under this Agreement, and the Escrow shall be deemed cancelled. Upon any such termination, any escrow cancellation fees shall be borne equally by Buyer and Seller, unless termination is due to a party's default, in which event the escrow cancellation fee shall be borne by the defaulting party.
13. General Provisions.
(a) Notice. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been received on the date (i) of hand delivery to the receiving party, (ii) of delivery by e-mail transmission as evidenced by confirmation of transmission, provided such transmission is sent prior to 5 :00 p.m. Pacific Time or if sent after 5 :00 p.m. Pacific Time, then the next business day, (iii) one business day following delivery to a reputable overnight courier, or (iv) three (3) days after being deposited in the U.S.
Mail, certified mail, return receipt requested. Mailed or couriered notices shall be addressed as set forth below.
If to Seller:
{CWI30282.l}
Foster Farms, LLC
1000 Davis Street
Livingston, CA 95334
-7-
Ifto Buyer:
With a copy to:
Attn: ~~~~~~~~~~~-
Telephone No.:
Email:
City of Newman
City Hall
938 Fresno Street
Newman, CA 95360
Attn: Michael E. Holland, City Manager
Telephone No.: (209) 862-3725
Email: [email protected]
White Brenner, LLP
1414 K Street, Third Floor
Sacramento, CA 95814
Attn: Nubia I. Goldstein, Esq.
or such other address as either party may from time to time specify in writing to the other. (b) Legal Fees. In the event either party brings an action or suit against the other party by reason of any breach of any of the covenants or agreements on the part of the other party arising out of this Agreement, then, in that event, the prevailing party in such action or dispute, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other party all reasonable costs and expenses of suit, including reasonable attorneys' fees.
( c) Time of Essence. Time is of the essence of each and every term, condition, obligation, and provision hereof.
( d) Counteroarts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one and the same instrument. Electronic and/or facsimile transmission may be used to deliver this Agreement between the parties and shall have the same force and effect as the original, as of the date and time of the transmission.
( e) Captions. Any captions to, or headings of, the paragraphs or subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.
(f) Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference.
(g) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. {CW130282.l} -8-
(h) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereto.
(i) Applicable Law and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, without regard to conflicts of laws principles. Venue for all legal proceedings shall be in the Superior Court of California for the County of Stanislaus.
G) Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with this Agreement. (k) Severability. If any provision of this Agreement is, or hereinafter is adjudged to be, for any reason void, unenforceable, or invalid, it is the specific intent of the parties that the remainder hereof shall be and remain in full force and effect. (1) Jointly Drafted. This Agreement and each agreement or instrument entered into by the parties pursuant to the provisions hereof shall be considered for all purposes as having been prepared through the joint efforts of the parties. No presumption shall apply in favor of any party in the interpretation of this Agreement or any such other agreement or instrument or in the resolution of any ambiguity of any provision hereof or thereof based on the preparation, substitution, submission or other event of negotiation, drafting or execution hereof or thereof. (m) Entire Agreement. This Agreement supersedes any prior agreement, oral or written, and contains the entire agreement between Buyer and Seller as to the subject matter hereof.
No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of either party shall be of any effect unless it is in writing and executed by the party to be bound thereby.
[Signatures on next page]
{CW130282.1} -9-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
{CW130282. l}
SELLER:
FOSTER FARMS, LLC,
a California limited liability company
By:
Randy Boyce, General Counsel
Date:
BUYER:
CITY OF NEWMAN,
a municipal corporation
By:
Title:
Date:
-10-
EXHIBIT "A"
LEGAL DESCRIPTION
[Preliminary Legal Description of Property;
Exact Legal Description to be provided by Title Company] All that certain real property sitauted in the State of California, County of Stanislaus, City of Newman, described as follows:
Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and fractional Lots 11 and 12, in Block 77 of the City ofNewman, County of Stanislaus, State of California, according to the official Map thereof, filed in the Office of the Recorder of Stanislaus County, California, on December 10, 1940 in Volume 8 of Maps, Page 51.
Situs: 1643 Main Street, Newman, CA 95360
APN: 128-009-080
{CW130282. l} A-1
EXHIBIT "B"
INDEMNITY AGREEMENT
{CW130282.l } B-1
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is given as of this __ day of July, 2023 by CITY OF NEWMAN, a California municipal corporation ("Indemnitor") in favor of FOSTER FARMS, LLC, a California limited liability company (together with its successors and/or assigns, "Foster"), with reference to the following facts.
RECITALS
A. Foster is the owner of certain improved real property commonly known as 1643 Main Steet in the City of Newman, County of Stanislaus, State of California ("Property"), which Property is more particularly described in Exhibit A attached hereto.
B. Foster has this day conveyed to the Indemnitor the Property pursuant to the Purchase and Sale Agreement dated , 2023 (the "Purchase Agreement").
C. As material consideration for Foster entering into the Purchase Agreement and conveying the Property to Indemnitor, Foster has required that Indemnitor execute and deliver this Agreement to Foster.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions. As used herein, the following terms shall have the following meanmgs:
"Hazardous Materials" shall mean (a) any hazardous or toxic wastes, materials or substances, or chemicals, and other pollutants or contaminants, which are or become regulated by applicable local, state, regional and/ or federal orders, ordinances, statutes, rules, regulations (as interpreted by judicial and administrative decisions) and laws; (b) asbestos, asbestos-containing materials or urea formaldehyde; ( c) polychlorinated biphenyls; ( d) flammables, explosive, corrosive or radioactive materials; ( e) medical waste and biochemicals; and (f) gasoline, diesel, petroleum or petroleum by-products. "Hazardous Materials Claims" shall mean any and all investigation, enforcement, cleanup, removal, assessment, remedial or other governmental or regulatory action, agreement or order threatened, instituted or completed pursuant to any Hazardous Materials Law, together with any and all claims made or threatened by any governmental entity or other third party against Foster, for indemnification, damage, contribution, cost recovery, compensation, loss or injury resulting from any actual, proposed or threatened use, storage, holding, existence, release (including any spilling, leaking, pumping, pouring, emitting, emptying, dumping, disposing into the environment and the continuing migration into or through soil, surface water, or groundwater), emission, discharge, generation, processing, abatement, removal, disposition, handling or transportation to or from the Property of any Hazardous Materials, including, without limitation, the movement or {CW130328. l}
migration of any Hazardous Material from surrounding property or groundwater in, into or onto the Property and any residual Hazardous Material contamination on or under the Property.
"Hazardous Materials Laws" shall mean any international, foreign, federal, state or local statute, regulation, rule, code, ordinance, common law or requirement of any governmental or quasi-governmental authority regulating, relating to, or imposing obligations, liability, or standards of conduct concerning pollution, natural resources, protection of human health, protection of the environment, industrial hygiene, Hazardous Materials (as defined herein), the manufacture, production, processing, distribution, use, treatment, storage, discharge, disposal, transport or handling of Hazardous Materials or the environmental conditions on, under or about the Property. The term "Hazardous Materials Laws" shall include, without limitation, any common law of nuisance or trespass, any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Materials into the environment (including without limitation, ambient air, indoor air, surface water, groundwater, land surface or subsurface strata).
All terms used herein, whether or not defined in this Section 1, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such term is singular or plural in nature, as the context may suggest or require. All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.
2. Indemnity. Indemnitor shall protect, indemnify, defend and hold harmless Foster and Foster's successors and assignees, and all of their respective partners, employees, members, managers, directors, officers, trustees, beneficiaries, shareholders, directors, attorneys, contractors, affiliates, and agents, and all successors and assignees of each of the foregoing, from and against any and all actual or potential claims, liabilities, damages, losses, fines, penalties, judgments, awards, costs and expenses (including, without limitation, reasonable attorney fees and costs and expenses of investigation) which arise out of or relate in any way to any Hazardous Materials Claims or to any use, handling, production, transportation, disposal, release, threatened release or storage of any Hazardous Materials in, under, on or about the Property, including, without limitation, all foreseeable and all unforeseeable consequential damages directly or indirectly arising out of (i) Hazardous Materials Claims or the use, generation, storage, discharge or disposal of Hazardous Materials by Indemnitor, its employees, elected and appointed officials, attorneys, contractors, affiliates, agents, and assignees; (ii) any residual contamination on, under or emanating from the Property and affecting any natural resource or the environment; (iii) any exercise by Foster of any of its rights and remedies hereunder; (iv) any activity by Indemnitor or any person affiliated with Indemnitor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of, or any actual or proposed remediation of, any Hazardous Materials at any time located in, under, on or above the Property; (v) any past, present or threatened non-compliance or violation of any Hazardous Materials Law (or of any permit issued pursuant to any Hazardous Materials Law) in connection with the Property or operations thereon; and (vi) the costs of any required or necessary investigation, assessment, testing, remediation, repair, cleanup, or detoxification of the Property and the preparation of any closure {CW130328.l}
or other required plans in connection therewith. Indemnitor' s liability to the aforementioned indemnified parties shall arise upon the institution of any Hazardous Materials Claims, and not upon the realization of loss or damage.
3. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereto.
4. Successor and Assigns. This Agreement is binding upon, and inures to the benefit of, the parties, their legal representatives, assigns, and any other successors in interest.
5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute one and the same instrument. Electronic and/or facsimile transmission may be used to deliver this Agreement between the parties and shall have the same force and effect as the original, as of the date and time of the transmission.
6. Further Documents and Acts. The parties agree to execute and deliver, or cause to be executed and delivered, any and all documents, and to perform or cause to be performed all further acts that may be reasonably necessary or desirable to effectuate the provisions of this Agreement.
7. Governing Law and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, without regard to conflicts of laws principles. Venue for all legal proceedings to interpret, enforce, terminate, cancel, or seek rescission of this Agreement, including all actions for declaratory relief, shall be brought in the Superior Court of California for the County of Stanislaus.
8. Modifications. This Agreement may be amended or modified only by an instrument in writing which by its express terms refers to this Agreement and which is duly executed by the party sought to be bound thereby.
9. Attorneys' Fees. If any party to this Agreement commences litigation for the interpretation, enforcement, termination, cancellation or rescission of this Agreement, or for damages for the breach of this Agreement, then, in that event, the prevailing party in such action or dispute, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other party all reasonable costs and expenses of suit, including reasonable attorneys' fees.
10. Interpretation. This Agreement shall be considered for all purposes as having been prepared through the joint efforts of the parties. No presumption shall apply in favor of any party in the interpretation of this Agreement or in the resolution of any ambiguity of any provision hereof or thereof based on the preparation, substitution, submission or other event of negotiation, drafting or execution hereof or thereof.
11. Severability. If any provision of this Agreement shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it or its application legal, valid and enforceable, and the legality, validity and {CW130328. l}
enforceability of all other provisions of this Agreement and all other applications of such provisions shall not be affected thereby.
12. Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been received on the date (i) of hand delivery to the receiving party, (ii) of delivery by e-mail transmission as evidenced by confirmation of transmission, provided such transmission is sent prior to 5 :00 p.m. Pacific Time or if sent after 5 :00 p.m. Pacific Time, then the next business day, (iii) one (1) business day following delivery to a reputable overnight courier, or (iv) three (3) days after being deposited in the U.S. Mail, certified mail, return receipt requested. Mailed or couriered notices shall be addressed as set forth below.
If to Foster:
If to Indemnitor:
With a copy to:
Foster Farms, LLC
1000 Davis Street
Livingston, CA 95334
Attn: ----------- Telephone No.: _______ _
Email: ____ _ _ _ _ __ _
City of Newman
City Hall
93 8 Fresno Street
Newman, CA 95360
Attn: Michael E. Holland, City Manager
Telephone No.: (209) 862-3725
Email: [email protected]
White Brenner, LLP
1414 K Street, Third Floor
Sacramento, CA 95814
Attn: Nubia I. Goldstein, Esq.
or such other address as either party may from time to time specify in writing to the other.
13. Captions. Any captions to, or headings of, the paragraphs or subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.
[The balance of this page is intentionally left blank.] {CW130328.l}
IN WITNESS WHEREOF, Indemnitor and Foster have caused this Agreement to be duly executed as of the day and year first above written.
{CW130328.1}
FOSTER:
FOSTER FARMS, LLC,
a California limited liability company
By:
Randy Boyce, General Counsel
Date: _______________ _
INDEMNITOR:
CITY OF NEWMAN,
a municipal corporation
By:
Name: Michael E. Holland
Title:City Manager
Date: _______________ _
EXHIBIT A
LEGAL DESCRIPTION
All that certain real property sitauted in the State of California, County of Stanislaus, City of Newman, described as follows:
Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and fractional Lots 11and12, in Block 77 of the City of Newman, County of Stanislaus, State of California, according to the official Map thereof, filed in the Office of the Recorder of Stanislaus County, California, on December 10, 1940 in Volume 8 of Maps, Page 51.
Situs: 1643 Main Street, Newman, CA 95360
APN: 128-009-080
{CW130328. l}
J
' . N
,,. IJ>
. .:..
()
,-....
c --
0 ?i
b
"'M
.....
L I
"°If '-"' '1t
j
w
i'.)
)
-
!
-4
N
1 5
l:
®
N
CX>
I
0 (.0
en
c.o
...,
c9
CJ>
:-o
UI
CX>
0 ""D
(/)
:--i
eo'
... g_ C8l
\-;;6'
l
·- (
.
IBI
' .,. 1,;:o'( 8l) CBI !:
=· ¥',50 Ct) IBI ,. "'·
IBI " "· I'S<>
@
® 1B1 S: ?' ISO'
:.
- \SO 181
}. J5 ,50( 181 !'II
-,,, '" ® Ill I Ill. Ci3:I .
® CBI _-;;. '"'°'
.,. ® o_ IBI g_
-
..
II.
lfl "' _ c:E:I ®:.J if.. i
l 50•;.:I
so'
@ C8l '{;_-
\"!.O'
.. @ IBI .,.
•tso'
"' ® IBI o.
I
g- \'SC'
"13' T7 '
@ '-'®"" ... ,. 'Il ).>'!"> ... _ l • "°
t- ·..,3 · oo· .
. .., ros oo· 4 z_00 • •
.. r
Ot.a. ?) '
__ __:.
.... . ® • CBI iii.-
!!.<> -
"' fa'\ (}) o.CBI g_ (' \ !><>' 0
"' 0
... IBI
..
@ ¥1 oi;_ 'f.
ISO'
rao ®
®
(_.:B\
I "' J..J I O'J
;;! __
lli
;i
,p
-'/)
;:::; ·o; """''
S'\ ' ""
.....
g fui\
. IBI \Q) -
<P
l">C>' (
l8J ® gl t.
.,. a .. · iso· .. v.· "" ;;:r ..
..J "':fa::.· •. @. g - a.;
R
(I.)
·'f
®. 181 .... ®
®
, ......
® '"'°'
so'
181 _,
\!'.
-
181
81 IBI
!El
oi
c
"'·
:{!._
;f
CX>
o_
l>
z
(/)
:--i
0 FRESNO
ISO'
-S'.181 ® . g,-
\'SO'
181 ..
N N IO " !-D IJI.
... w. 181
\So•
0 l'!.O'
=- 181
:!. 181
IBI c tn.!;O.
IBI ®
:;, IBI I"-:> Ill .-flo.
ISO'
... g_ 181 ® l-
._ - _:::;
MERCED
\60'
f
ST.
,;o7'
t;P
0 G
lSC'
0 I "'
__
1 t
I
I -
_ _
. ST.
CBI ;; "-
181
l\J
181
95·
"3<0-'PN-..- 00
,S.O\'
_i.. IBI0 f.J o. 8.®
--,115-.0\'
vi
ISO'
1 (1J
r
® t
o_
t @ t11 o_ cs:i 0
l"-0' ;.:::; I I 1'5<>'
STANISLAUS ST.
I I•· l•t' I a .. ·
."J. IBI@ l' ... · .
I IOC
:;_ C8l CiP r- '-' I ......
'"°'
® CB.:! ti
@ , I'S<>' U:. IBI ,.... (:9
I
LI'
r
::
-
Cl>
0 2
(/)
:-t
L
f'
"""O
0 :a
-i >
00 z 00
(::\'2
00 0 00
'Tl(/) 0 zfTl
.,, (')
.....
z 00
CJJU)
·-
..... ''W >
-..J
(j
......, :a c.o • l ......J
<D
fT1
p >
V) CD ..._.
''W
"l g>
3:
"l V)
b.
"'\)
ll)J
';;: -0
""C
(::\ 8 \.::.J (>I
0 N
-....!
N
CX>
I
0 (.0
City of Newman
City Manager's Office
Memorandum
Date: July 6, 2023
To: City Council
From: Michael E. Hollan~
Subject: Item No. 10.a. - Workshop to discuss residential growth.
Agenda Item: 1 O.a.
Staff intends to initiate a discussion with the Council regarding the pace of residential growth.
As the City continues to plan for residential growth, it is important for staff to understand the Council's outlook and position regarding future growth for our community.