Agenda packet — Oroville City Council, February 6, 2024 (part 1 of 2)

February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 1 of 8

OROVILLE CITY COUNCIL
Council Chambers
1735 Montgomery Street
Oroville, CA. 95965
February 06, 2024

REGULAR MEETING
CLOSED SESSION 4:00 PM
OPEN SESSION 4:30 PM
AGENDA

PUBLIC ACCESS AND PARTICIPATION
Please review the options below for ways to participate or observe the Council Meetings.

To Observe the Meeting:

1. Live Feed: https://www.youtube.com/channel/UCAoRW34swYl85UBfYqT7IbQ/

2. Zoom Link: https://zoom.us/j/96870319529?pwd=dW9kMGRZSFo5MFFNQk5wVDUzRkRrZz09

3. Zoom Application: Meeting ID: 968 7031 9529 Passcode: 67684553

4. By Phone: Telephone: 1-669-900-6833 Meeting ID: 968 7031 9529 Passcode: 67684553 To Provide Comment to the Council:

1. Attend the meeting in person

2. Send an Email by 2:00 PM the day of the meeting to [email protected]. All comments emailed will be provided to the Council Members for their consideration.

If you would like to address the Council at this meeting, you are requested to complete the blue speaker request form (located on the wall by the agendas) and hand it to the City Clerk, who is seated on the right of the Council Chamber. The form assists the Clerk with minute taking and assists the Mayor or presiding chair in conducting an orderly meeting. Providing personal information on the form is voluntary. For scheduled agenda items, please submit the form prior to the conclusion of the staff presentation for that item. Council has established time limitations of three (3) minutes per speaker on all items and an overall time limit of thirty minutes for non-agenda items.

If more than 10 speaker cards are submitted for an item, the time limitation would be reduced to one and a half (1.5) minutes per speaker for that item. If more than 15 speaker cards are submitted for non-agenda items, the first 15 speakers will be randomly selected to speak at the beginning of the meeting, with the remaining speakers given an opportunity at the end. (California Government Code §54954.3(b)).

Pursuant to Government Code Section 54954.2, the Council is prohibited from taking action except for a brief response from the Council or staff to statements or questions relating to a non-agenda item.

CALL TO ORDER / ROLL CALL
Council Members: Tracy Johnstone, Krysi Riggs, Scott Thomson, Janet Goodson, Shawn Webber, Vice Mayor Eric Smith, Mayor David Pittman

CLOSED SESSION
The Council will hold a Closed Session on the following:

1. Pursuant to Government Code Section 54957(b), the Council will meet with the Personnel Officer and City Attorney to consider the annual evaluation of performance related to the following positions: All Department Heads
1 February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 2 of 8

2. Pursuant to Government Code section 54956.9(d)(2), the Council will meet with the City Administrator and City Attorney regarding potential exposure to litigation – One case.

3. Pursuant to Government Code Section 54957.6, the Council will meet with the Personnel Officer and City Attorney to discuss labor negotiations related to the following bargaining units: All Represented Units.

OPEN SESSION

1. Announcement from Closed Session

2. Pledge of Allegiance

3. Adoption of Agenda

PRESENTATIONS AND PROCLAMATIONS
None this meeting.

PUBLIC COMMUNICATION – HEARING OF NON-AGENDA ITEMS
This is the time to address the Council about any item not listed on the agenda. If you wish to address the Council on an item listed on the agenda, please follow the directions listed above.

REPORTS / DISCUSSIONS

1. Council Announcements and Reports

2. Administration Reports

CONSENT CALENDAR
Consent Calendar items 1 - 4 are adopted in one action by the Council. Items that are removed will be discussed and voted on immediately after adoption of Consent Calendar items.

1. Extension and Addition to the Exclusive Negotiating Agreement (ENA) with Veterans Housing Development Corporation (VHDC)
Council may consider extending the ENA with VHDC until February 28, 2027 to develop affordable housing for veterans and their families.

ACTION REQUESTED -
ADOPT RESOLUTION NO. 9228 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

OROVILLE, CALIFORNIA AUTHORIZING AND DIRECTING THE MAYOR TO EXTEND THE

EXCLUSIVE NEGOTIATING AGREEMENT BETWEEN THE CITY OF OROVILLE AND VETERANS HOUSING DEVELOPMENT CORPORATION UNTIL FEBRUARY 28, 2027. 2 February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 3 of 8

2. Exempt Surplus Land
The City Council may consider approving resolutions declaring the City-owned properties listed below as Exempt Surplus Land and making associated findings. · Oro Dam Lot 1-Orange/Highlands (APN 033-232-001) .14 acres · Oro Dam Lot 2-Orange (APN 033-232-021) .18 acres
· 3555 Argonaut Ave (APN 033-462-032) .14 acres
· 3265 Glen Ave. (APN 068-300-095) .35 acres
· 1130 Pomona Ave. (APN 012-135-140) .16 acres
· 1550 and 1560 Veatch St. (APN 012-133-009) .21 acres
· 1218 Bird St. (APN 012-076-007) .14 acres

ACTION REQUESTED -

1. ADOPT RESOLUTION NO. 9225 - A RESOLUTION DECLARING THE PROPERTY LOCATED AT ORO DAM LOT AT ORANGE/HIGHLANDS (APN 033-232-001) AS EXEMPT

SURPLUS LAND AND MAKING ASSOCIATED FINDINGS

2. ADOPT RESOLUTION NO. 9224 - A RESOLUTION DECLARING THE PROPERTY LOCATED AT ORO DAM LOT AT ORANGE (APN 033-232-021) AS EXEMPT SURPLUS

LAND AND MAKING ASSOCIATED FINDINGS

3. ADOPT RESOLUTION NO. 9222 - A RESOLUTION DECLARING THE PROPERTY LOCATED AT 3555 ARGONAUT AVENUE (APN 033-462-032) AS EXEMPT SURPLUS LAND

AND MAKING ASSOCIATED FINDINGS

4. ADOPT RESOLUTION NO. 9223 - A RESOLUTION DECLARING THE PROPERTY LOCATED AT 3265 GLEN AVENUE (APN 068-300-095) AS EXEMPT SURPLUS LAND AND

MAKING ASSOCIATED FINDINGS

5. ADOPT RESOLUTION NO. 9221- A RESOLUTION DECLARING THE PROPERTY LOCATED AT 1130 POMONA AVENUE (APN 012-135-140) AS EXEMPT SURPLUS LAND

AND MAKING ASSOCIATED FINDINGS

6. ADOPT RESOLUTION NO. 9226 - A RESOLUTION DECLARING THE PROPERTY LOCATED AT 1550 AND 1560 VEATCH STREET (APN 012-133-009) AS EXEMPT SURPLUS

LAND AND MAKING ASSOCIATED FINDINGS

7. ADOPT RESOLUTION NO. 9227 - A RESOLUTION DECLARING THE PROPERTY LOCATED 1218 BIRD STREET (APN 012-076-007) AS EXEMPT SURPLUS LAND AND

MAKING ASSOCIATED FINDINGS
3 February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 4 of 8

3. Contract with Chavan & Associates, LLP. for Professional Auditing Services The Council may consider the authorization of an auditing agreement with Chavan & Associates, LLP.

ACTION REQUESTED -
APPROVE AGREEMENT 3493 AND AUTHORIZE THE FINANCE DIRECTOR TO SIGN THE

ENGAGEMENT LETTER WITH CHAVAN & ASSOCIATES FOR PROFESSIONAL AUDITING SERVICES.

4. Authorization to Purchase Two Tool Sets for the Mechanic Shop Staff is seeking Council approval to purchase two comprehensive, professional tool sets for maintaining the City's vehicles and machinery, playing a crucial role in diagnosing and repairing City-owned assets.

ACTION REQUESTED -

AUTHORIZE THE DIRECTOR OF PUBLIC WORKS TO PURCHASE TWO MECHANIC TOOL KITS.

REGULAR BUSINESS

5. Award of Contract to Lamon Construction, Inc. for the State Route 162 ATP Pedestrian Mobility And Safety Improvement Project
The Council may direct staff to award a construction contract to Lamon Construction, Inc. for Construction of the State Route-162 (SR-162) ATP Pedestrian Mobility and Safety Improvement Project.

ACTION REQUESTED –

DIRECT THE CITY ADMINISTRATOR TO AWARD THE CONSTRUCTION CONTRACT LAMON CONSTRUCTION INC. FOR CONSTRUCTION ON THE SR-162 PEDESTRIAN SAFETY AND MOBILITY PROJECT.

6. CalFire Contract Amendment to Include Fire Equipment Service and Repairs Staff is seeking Council approval to amend the contract with CalFire, incorporating fire equipment servicing and repairs. This initiative is to enhance our fire services, while ensuring the effective maintenance of critical equipment.

ACTION REQUESTED -

APPROVE THE CONTRACT AMENDMENT WITH CALFIRE TO INCLUDE FIRE EQUIPMENT SERVICES AND REPAIRS.
4 February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 5 of 8

7. Purchase of 655 Cal Oak and Associated Budget Adjustments The City has finalized the acquisition of the 655 Cal Oak property for the new Corporation Yard.

City staff is providing an update on funding sources, their utilization, and will be outlining the next steps for transitioning to the new facility.

ACTION REQUESTED -

STAFF IS REQUESTING THAT THE OROVILLE CITY COUNCIL APPROVE THE PURCHASE OF 655 CAL OAK WITH THE FOLLOWING FUNDING:
· $1,066,284.45 - REDEVELOPMENT AGENCY BOND PROCEEDS
· $688,724.25 – SEWER ENTERPRISE FUNDS (25%)
· $999,888.30 – LOCAL FISCAL RECOVERY FUNDS; AND
APPROVE THE FOLLOWING EXPENDITURES:
· $250,000 - MECHANIC SHOP INFILL WORK
· $200,000 - ADMINISTRATIVE BUILDING INFILL WORK
· $500,000 - PERIMETER FENCING
· $400,000 - EMERGENCY GENERATOR
· $250,000 - DECOMMISSION EXISTING SITE AND GRADING
· $400,000 – ADDRESSING FUEL ISLAND SITUATION (MOVE CURRENT TANK,

PURCHASE NEW TANK OR MOVE TO CARDLOCK FACILITY)
· $16,000 - SHELVING, MATERIAL RACKS AND AIR COMPRESSOR BY UTILIZING THE FOLLOWING FUNDS:
· $504,000 – SEWER ENTERPRISE FUND (25%)
· $1,512,000 – LOCAL FISCAL RECOVERY FUND
5 February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 6 of 8

8. Establish the Mission Esperanza Project as a Project with Great Community Benefit and Consider the Development Impact and Art in Public Spaces Fees The City Council may consider the Development Impact and Art in Public Spaces fees associated with new development projects and defer the frontage improvement costs until change ownership, for the Oroville Rescue Mission and the Mission Esperanza project.

ACTION REQUESTED -
WAIVE THE DEVELOPMENT IMPACT AND ART IN PUBLIC SPACES FEES; AND DEFER THE FRONTAGE IMPROVEMENTS UNTIL CHANGE OWNERSHIP; AND

ACKNOWLEDGE THE MISSION ESPERANZA PROJECT AS A PROJECT WITH

SUBSTANTIAL COMMUNITY BENEFIT AND ADOPT A RESOLUTION WAIVING

DEVELOPMENT AND ART IN PUBLIC SPACES FEES, AS WELL AS FRONTAGE IMPROVEMENT COSTS ASSOCIATED WITH THE PROJECT.

9. Amendment to the Lease Agreement Between the City of Oroville and the YMCA of Superior California for Operations at the Convention Center The Council may consider Resolution No. 9216 (Attachment 1) to amend the lease agreement (Attachment 2) with the YMCA of Superior California (YMCA) for the operation of the convention center.

ACTION REQUESTED -
DIRECT THE MAYOR TO EXECUTE THE ATTACHED AMENDMENT TO AGREEMENT 3317.

10. Opportunity to Compete for Funding of a Microgrid Designed to Provide Energy Resiliency During Disaster Events
The Council will receive information regarding a grant opportunity for funding of a microgrid through a program sponsored by Pacific Gas and Electric (PG&E) to provide energy resiliency to the City during disasters.

ACTION REQUESTED -

RECEIVE INFORMATION RELATED TO A RESILIENCY MICROGRID AND DIRECT STAFF TO RETURN TO COUNCIL ON FEBRUARY 20, 2024, WITH AN AGREEMENT BETWEEN THE

CITY AND OURENERGY TO PURSUE FUNDING THROUGH THE PG&E MICROGRID INCENTIVE PROGRAM.
6 February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 7 of 8

PUBLIC HEARINGS
The Public Hearing Procedure is as follows:
- Mayor or Chairperson opens the public hearing and staff will present the item and answer Council questions.
- The hearing is opened for public comment limited to three (3) minutes per speaker. In the event of more than ten (10) speakers, time will be limited to one and a half (1.5) minutes. Under Government Code 54954.3, the time for each presentation may be limited. - Speakers are requested to provide a speaker card to the City Clerk - Public comment session is closed and then the Council will debate and take action - Those wishing to speak at the public hearings below, but unable to attend before 5pm, may request that the council consider holding the public hearing after 5pm by emailing [email protected] or calling 530-538-2535. Please submit request 24 hours before the meeting. - Individuals may email comments for council consideration to [email protected]

11. 5:00PM - Agreement for City’s Participation in the SCIP and BOLD Programs The Council will consider entering a Joint Power Authority (JPA) agreement with two agencies in order to provide developers access to pooled bond opportunities which will provide low-cost financing for infrastructure improvements and impact fees.

ACTION REQUESTED -

DIRECT THE CITY ADMINISTRATOR TO ENTER A JPA AGREEMENT WITH THE CSCDA AND THE CMFA AGENCIES.

12. 5:15PM - Modifications to the Community Development Block Grant (CDBG) OwnerOccupied Rehabilitation Loan Program Guidelines The Council will conduct a public hearing to solicit comments regarding requested modifications to the CDBG Home Rehabilitation Loan Program Guidelines.

ACTION REQUESTED -
ADOPT RESOLUTION NO. 9217 - A RESOLUTION OF THE OROVILLE CITY COUNCIL

AUTHORIZING MODIFICATIONS TO THE COMMUNITY DEVELOPMENT BLOCK GRANT HOME REHABILITATION PROGRAM GUIDELINES.

13. 5:15PM - First Reading of an Amendment of Oroville Municipal Code Section 17.16.150 – Mobile Food Vending
The City Council will consider amending Municipal Code Section 17.16.150 (“Mobile Food Vending”) to set development standards for multiple food vendors at one location. The Planning Commission recommended approval of these modifications at its regular meeting of November 16, 2023 after consideration of the staff report, Planning Commissioner comments, and public comment. If approved by the City Council, the City Council will hold a second hearing to formally adopt the ordinance amending Municipal Code Section 17.16.150.

ACTION REQUESTED -

ADOPT A CATEGORICAL EXEMPTION FOR AMENDMENTS TO MUNICIPAL CODE SECTION 17.156.150.
7 February 06, 2024~4:00 PM Oroville City Council Meeting Agenda Page 8 of 8 PUBLIC COMMUNICATION – HEARING OF NON-AGENDA ITEMS
This is the time to address the Council about any item not listed on the agenda. If you wish to address the Council on an item listed on the agenda, please follow the directions listed above.

FUTURE AGENDA ITEMS / CORRESPONDENCE

1. Future Agenda Items

2. Correspondence

ADJOURN THE MEETING
The meeting will be adjourned. A regular meeting of the Oroville City Council will be held on February 20, 2024 at 4:00PM.

Accommodating Those Individuals with Special Needs – In compliance with the Americans with Disabilities Act, the City of Oroville encourages those with disabilities to participate fully in the public meeting process. If you have a special need in order to allow you to attend or participate in our public meetings, please contact the City Clerk at (530) 538-2535, well in advance of the regular meeting you wish to attend, so that we may make every reasonable effort to accommodate you. Documents distributed for public session items, less than 72 hours prior to meeting, are available for public inspection at City Hall, 1735 Montgomery Street, Oroville, California.

Recordings - All meetings are recorded and broadcast live on cityoforoville.org and YouTube. 8

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: AMY BERGSTRAND, DIRECTOR

BUSINESS ASSISTANCE/HOUSING DEVELOPMENT
RE: EXTENSION AND ADDITION TO THE EXCLUSIVE NEGOTIATING

AGREEMENT (ENA) WITH VETERANS HOUSING DEVELOPMENT

CORPORATION (VHDC)
DATE: FEBRUARY 6, 2024

SUMMARY
Council may consider extending the ENA with VHDC until February 28, 2027 to develop affordable housing for veterans and their families.

DISCUSSION
On November 19, 2019, Council approved an ENA with VHDC to transfer eight (8) Successor Agency Housing properties to rehabilitate and/or newly construct units for affordable housing to income qualified veterans.

The ENA consisted of multiple projects that would encompass three (3) phases. The first phase would transfer five (5) single-family homes and two (2) residential vacant lots, to VHDC. The single-family homes would be rehabilitated and sold to an incomequalified veteran. VHDC will build homes on the remaining two properties to sell to income-qualified veterans. To date, three (3) properties have been transferred to VHDC, two are in the process of either locating an eligible applicant or pending escrow and the vacant lots on Veatch and Pomona will be built and sold after the existing homes have been sold.

At the January 4, 2022, council meeting, City Council extended the ENA to January 2023 and added the commercial property know as the City’s Corp yard (phase II) consisting of 3.9 acres to develop a permanent supportive housing multi-family project for veterans. VHDC is in the process of determining the financing structure for this project and intends to apply for various grants in 2024.

The third phase involves the previously transferred vacant commercial lot (711 Montgomery St) that was rezoned to allow for single-family duplexes/condo type homes that would be sold to income qualified veteran residents. This project has been stalled due to the financing structure. VHDC needs to find three (3) qualified buyers prior to 9 Item 1.

Page 2 ends

the applicant obtaining a CalVet Construction loan to build. Once the first three are built, they can move to the next three and so on, until twelve are built and the project is finished. VHDC is currently researching a different funding stream that could be easier to manage.

Lastly, VHDC has obtained a new development partner and plan on using the City’s previously approved Housing Program Fund loan to start predevelopment work.

During the 2024 calendar year, VHDC intends to apply for HOME American Rescue Plan Program (HOME-ARP), and 9% Low Income Housing Tax Credits (LIHTC), Veterans Housing and Homelessness Prevention (VHHP), USDA and Home Depot grant funds to complete the funding structure for this project.

More time is needed to finalize these process and property transfers.

FISCAL IMPACT
There is no General Fund Impact

RECOMMENDATION
Adopt Resolution No. xxxx – A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF OROVILLE, CALIFORNIA AUTHORIZING AND DIRECTING THE MAYOR TO

EXTEND THE EXCLUSIVE NEGOTIATING AGREEMENT BETWEEN THE CITY OF

OROVILLE AND VETERANS HOUSING DEVELOPMENT CORPORATION UNTIL FEBRUARY 28, 2027.

ATTACHMENTS
1- Resolution No. xxxx
2- ENA Addendum 2
10 Item 1.

CITY OF OROVILLE
RESOLUTION NO. 9228

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OROVILLE, CALIFORNIA

AUTHORIZING AND DIRECTING THE MAYOR TO EXTEND THE EXCLUSIVE

NEGOTIATING AGREEMENT BETWEEN THE CITY OF OROVILLE AND VETERANS HOUSING DEVELOPMENT CORPORATION UNTIL FEBRUARY 28, 2027 BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The Mayor is authorized and directed to extend the Exclusive Negotiating Agreement between the City of Oroville and the Veterans Housing Development Corporation until February 28, 2027.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the City Council of the City of Oroville at a regular meeting on February 6, 2024 by the following vote:

AYES: Council Members Johnstone, Riggs, Thomson, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSTAIN: None
ABSENT: None

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:

Scott E. Huber, City Attorney Kayla Reaster, Assistant City Clerk 11 Item 1.

OAK #4815-4106-7412 v3
1 ADDENDUM TWO (2) TO EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT Extension and Property Addition.
(APN Nos. SEE ATTACHED EXHIBIT I)
This Addendum (“Addendum”) dated February 6, 2024, is to the Exclusive Negotiating Rights Agreement (“ENA”) between the City of Oroville (“City”) and Veterans Housing Development Corporation (“Developer”). The purpose of this addendum is to extend the original ENA executed November 19, 2019, and amended January 4, 2022. In consideration of the terms and conditions herein, the City and the Developer agree that the ENA shall be amended as follows:

1. This addendum will extend the original ENA negotiation period as stated in Article 1 section 1.2 through February 28, 2027.

2. Conflicts between the ENA, Addendum 1 and this Addendum shall be controlled by this Addendum. All other provisions within the ENA shall remain in full force and effect.

CITY:

CITY OF OROVILLE, CALIFORNIA, a municipal
corporation
By: _____________________________
David Pittman, Mayor
APPROVED AS TO FORM:

By: ___________________
Scott E Huber City Attorney
DEVELOPER:

VETERANS HOUSING DEVELOPMENT
CORPORATION, a California nonprofit public
benefit corporation
By: _____________________________
Brad Long, Executive Director and
Authorized Signatory
12 Item 1.

EXHIBIT I
Updated List of Properties included on the ENA

1. 3555 Argonaut Ave (APN 033-462-032) .14 acres

2. 3265 Glen Ave. (APN 068-300-095) .35 acres

3. 1130 Pomona Ave. (APN 012-135-140) .16 acres

4. 1550 and 1560 Veatch St. (APN 012-133-009) .21 acres

5. 711 Montgomery St.(APN 012-064-001) .64 acres

6. 1275 Mitchell Ave. (APN 035-250-002)
13 Item 1.

OROVILLE CITY COUNCIL

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: AMY BERGSTRAND, DIRECTOR

BUSINESS ASSISTANCE/HOUSING DEVELOPMENT
DAVID G. RITCHIE, ASST. CITY ATTORNEY
RE: CONSIDERATION OF RESOLUTIONS DECLARING CITY OWNED

PROPERTIES AS EXEMPT SURPLUS LAND AND MAKING

ASSOCIATED FINDINGS
DATE: FEBRUARY 6, 2024

SUMMARY
The City Council may consider approving resolutions declaring the City-owned properties listed below as Exempt Surplus Land and making associated findings.  Oro Dam Lot 1-Orange/Highlands (APN 033-232-001) .14 acres  Oro Dam Lot 2-Orange (APN 033-232-021) .18 acres
 3555 Argonaut Ave (APN 033-462-032) .14 acres
 3265 Glen Ave. (APN 068-300-095) .35 acres
 1130 Pomona Ave. (APN 012-135-140) .16 acres
 1550 and 1560 Veatch St. (APN 012-133-009) .21 acres
 1218 Bird St. (APN 012-076-007) .14 acres
The attached resolutions (one for each property) make certain findings and declare each parcel as exempt surplus with reference to the sections of Government Code authorizing the exemptions.

DISCUSSION
In order to satisfy the requirements for such a declaration that the properties are exempt surplus land, the City Council must make certain findings. Government Code Section 52441(f)(1)(B) allows surplus land to be declared as exempt from the surplus land Act if that land is less than one-half acre in area and is not contiguous to land owned by the state or local agency that is used for open space or low and moderate income housing purposes. The City may then dispose of the property for that purpose at less than fair market value and under conditions that the City deems to be best suited to the provision of such housing.
14 Item 2.

In addition, Government Section 37364 further authorizes a City, notwithstanding a City Charter or other provision of law, to sell, lease, exchange, quitclaim, convey, or otherwise dispose of the real property at less than fair market value to provide that affordable housing and under whatever terms and conditions the City deems best suited to the provision of such housing. A property meeting those requirements may be declared exempt surplus land pursuant to Government Code Section 54221(f)(1)(A).

Each of the above-listed properties meet one or the other criteria and a Resolution making the appropriate findings for each is submitted with City staff’s recommendation for Council adoption.

FISCAL IMPACT
No General Fund Impact

RECOMMENDATIONS

1. Adopt Resolution No. ______ - A RESOLUTION DECLARING THE

PROPERTY LOCATED AT ORO DAM LOT AT ORANGE/HIGHLANDS (APN 033-232-001) AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED

FINDINGS

2. Adopt Resolution No. ______ - A RESOLUTION DECLARING THE PROPERTY LOCATED AT ORO DAM LOT AT ORANGE (APN 033-232-021)

AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS

3. Adopt Resolution No. ______ - A RESOLUTION DECLARING THE PROPERTY LOCATED AT 3555 ARGONAUT AVENUE (APN 033-462-032)

AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS

4. Adopt Resolution No. ______ - A RESOLUTION DECLARING THE PROPERTY LOCATED AT 3265 GLEN AVENUE (APN 068-300-095) AS

EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS

5. Adopt Resolution No. ______ - A RESOLUTION DECLARING THE PROPERTY LOCATED AT 1130 POMONA AVENUE (APN 012-135-140) AS

EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS

6. Adopt Resolution No. ______ - A RESOLUTION DECLARING THE PROPERTY LOCATED AT 1550 AND 1560 VEATCH STREET (APN 012-133- 009) AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS 15 Item 2.

7. Adopt Resolution No. ______ - A RESOLUTION DECLARING THE PROPERTY LOCATED 1218 BIRD STREET (APN 012-076-007) AS EXEMPT

SURPLUS LAND AND MAKING ASSOCIATED FINDINGS

ATTACHMENTS

1. Resolution No.

2. Resolution No.

3. Resolution No.

4. Resolution No.

5. Resolution No.

6. Resolution No.

7. Resolution No.

8. Parcel Detail and Maps
16 Item 2.

OROVILLE CITY COUNCIL
RESOLUTION NO. 9226
A RESOLUTION DECLARING THE PROPERTY LOCATED AT 1550 and 1560 VEATCH STREET APN 012-133-009 AS EXEMPT SURPLUS LAND AND MAKING

ASSOCIATED FINDINGS
WHEREAS the City of Oroville owns a parcel (.21 Acres on the parcel detail, shown as .20 Acres on the parcel map) located at Oro Dam, APN 012-133-009; and WHEREAS Government Code Section 54221(f)(1)(B) authorizes a City to declare property of less than one-half Acre, that is not contiguous to land owned by the state or other local agency that is used for open space or low and moderate income housing purposes, to be disposed of as “Exempt Surplus Land”; now BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The City Council of the City of Oroville finds that the vacant .21 Acre parcel owned by the City and located at 1550 and 1560 Veatch Street, APN 012-133-009 is less than one-half acre in area, and not contiguous to land owned by a state or local agency that is used for open space or low and moderate income housing
purposes, as defined in Government Code Section 54221(e).

2. That the City Council of the City of Oroville declares the vacant .21 Acre parcel owned by the City and located at 1550 and 1560 Veatch Street, APN 012-133-009, in Oroville CA as “Exempt Surplus Land” pursuant to Government Code section
54221(f)(1)(B).

3. That the City Council of the City of Oroville, hereby authorizes and directs staff to take all steps necessary and required to proceed with disposition of the property; and to bring forth the agreement for purchase and sale or otherwise for disposal of the property to the City Council for final approval.
17 Item 2.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

AYES: Council Members Johnstone, Riggs, Thomson, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSTAIN: None
ABSENT: None
David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:
________________________________
Scott E. Huber, City Attorney Kayla Reaster, Assistant City Clerk 18 Item 2.

OROVILLE CITY COUNCIL
RESOLUTION NO. 9221
A RESOLUTION DECLARING THE PROPERTY LOCATED AT 1130 POMONA

AVENUE AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS WHEREAS the City of Oroville owns a property of .16 Acres (as shown in the parcel detail) located at 1130 Pomona Avenue, APN 012-135-140 (shown as .15 Acres on the parcel map); and
WHEREAS the City has explored the use of the property for providing affordable housing via transfer to the Veteran’s Housing Development Corporation; and WHEREAS the State Legislature, in Government Code Section 37364 reaffirmed its finding that provision of housing for all Californians is a concern of vital statewide importance; and
WHEREAS Section 37364 further authorizes a City, notwithstanding a City Charter or other provision of law, to sell, lease, exchange, quitclaim, convey, or otherwise dispose of the real property at less than fair market value to provide that affordable housing and under whatever terms and conditions the City deems best suited to the provision of such housing; and
WHEREAS Government Code Section 54221(f)(1)(A) authorizes a City to declare property to be disposed of pursuant to Section 37364 as “Exempt Surplus Land”; now BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The City Council of the City of Oroville finds that the .16 Acre property located at 1130 Pomona Avenue, APN 012-135-140 owned by the City can be used to provide housing affordable to persons and families of low or moderate income as defined in Section 50093 of the Health and Safety Code.

2. The City Council of the City of Oroville finds that the use of the property for provision of affordable housing is in the best interests of the City and its citizens.

3. That the City Council of the City of Oroville declares the .16 Acre property located at 1130 Pomona Avenue, APN 012-135-140 in the City of Oroville, CA as “Exempt Surplus Land” pursuant to Government Code section 54221(f)(1)(A).

4. That the City Council of the City of Oroville, hereby authorizes and directs staff to take all steps necessary and required to proceed 19 Item 2.
with disposition of the property for purposes of providing affordable housing in compliance with Government Code Section 37364; and to bring forth the agreement for purchase and sale or otherwise for disposal of the property to the City Council for final approval.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

OROVILLE CITY COUNCIL
RESOLUTION NO. 9222
A RESOLUTION DECLARING THE PROPERTY LOCATED AT 3555 ARGONAUT

AVENUE AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS WHEREAS the City of Oroville owns a .14 Acre property located at 3555 Argonaut Avenue, APN 033-462-032; and
WHEREAS the City has explored the use of the property for providing affordable housing via transfer to the Veteran’s Housing Development Corporation; and WHEREAS the State Legislature, in Government Code Section 37364 reaffirmed its finding that provision of housing for all Californians is a concern of vital statewide importance; and
WHEREAS Section 37364 further authorizes a City, notwithstanding a City Charter or other provision of law, to sell, lease, exchange, quitclaim, convey, or otherwise dispose of the real property at less than fair market value to provide that affordable housing and under whatever terms and conditions the City deems best suited to the provision of such housing; and
WHEREAS Government Code Section 54221(f)(1)(A) authorizes a City to declare property to be disposed of pursuant to Section 37364 as “Exempt Surplus Land”; now BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The City Council of the City of Oroville finds that the .14 Acre property located at 3555 Argonaut Avenue, APN 033-462-032 owned by the City can be used to provide housing affordable to persons and families of low or moderate income as defined in Section 50093 of the Health and Safety Code.

2. The City Council of the City of Oroville finds that the use of the property for provision of affordable housing is in the best interests of the City and its citizens.

3. That the City Council of the City of Oroville declares the .14 Acre property located at 3555 Argonaut Avenue, APN 033-462-032 in the City of Oroville, CA as “Exempt Surplus Land” pursuant to Government Code section 54221(f)(1)(A).

4. That the City Council of the City of Oroville, hereby authorizes and directs staff to take all steps necessary and required to proceed with disposition of the property for purposes of providing affordable 21 Item 2.
housing in compliance with Government Code Section 37364; and to bring forth the agreement for purchase and sale or otherwise for disposal of the property to the City Council for final approval.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

OROVILLE CITY COUNCIL
RESOLUTION NO. 9223
A RESOLUTION DECLARING THE PROPERTY LOCATED AT 3265 GLEN AVENUE

AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS
WHEREAS the City of Oroville owns a property of .35 Acres (as shown in the parcel detail) located at 3265 Glen Avenue, APN 068-300-095 (shown as .34 Acres on the parcel map); and
WHEREAS the City has explored the use of the property for providing affordable housing via transfer to the Veteran’s Housing Development Corporation; and WHEREAS the State Legislature, in Government Code Section 37364 reaffirmed its finding that provision of housing for all Californians is a concern of vital statewide importance; and
WHEREAS Section 37364 further authorizes a City, notwithstanding a City Charter or other provision of law, to sell, lease, exchange, quitclaim, convey, or otherwise dispose of the real property at less than fair market value to provide that affordable housing and under whatever terms and conditions the City deems best suited to the provision of such housing; and
WHEREAS Government Code Section 54221(f)(1)(A) authorizes a City to declare property to be disposed of pursuant to Section 37364 as “Exempt Surplus Land”; now BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The City Council of the City of Oroville finds that .35 Acre property located at 3265 Glen Avenue, APN 068-300-095 owned by the City can be used to provide housing affordable to persons and families of low or moderate income as defined in Section 50093 of the Health and Safety Code.

2. The City Council of the City of Oroville finds that the use of the property for provision of affordable housing is in the best interests of the City and its citizens.

3. That the City Council of the City of Oroville declares the .35 Acre property located at 3265 Glen Avenue, APN 068-300-095 in the City of Oroville, CA as “Exempt Surplus Land” pursuant to Government Code section 54221(f)(1)(A).

4. That the City Council of the City of Oroville, hereby authorizes and directs staff to take all steps necessary and required to proceed 23 Item 2.
with disposition of the property for purposes of providing affordable housing in compliance with Government Code Section 37364; and to bring forth the agreement for purchase and sale or otherwise for disposal of the property to the City Council for final approval.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

OROVILLE CITY COUNCIL
RESOLUTION NO. 9227
A RESOLUTION DECLARING THE PROPERTY LOCATED AT 1218 BIRD STREET APN 012-076-007 AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED

FINDINGS
WHEREAS the City of Oroville owns a parcel (.14 Acres on the parcel detail, shown as .12 Acres on the parcel map) located at 1218 Bird Street, APN 012-076-007; and WHEREAS Government Code Section 54221(f)(1)(B) authorizes a City to declare property of less than one-half Acre, that is not contiguous to land owned by the state or other local agency that is used for open space or low and moderate income housing purposes, to be disposed of as “Exempt Surplus Land”; now BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The City Council of the City of Oroville finds that the .14 Acre parcel owned by the City and located at 1218 Bird Street, APN 012-076- 007 is less than one-half acre in area, and not contiguous to land owned by a state or local agency that is used for open space or low and moderate income housing purposes, as defined in Government Code Section 54221(e).

2. That the City Council of the City of Oroville declares the .14 Acre parcel owned by the City and located at 1218 Bird Street, APN 012- 076-007, in Oroville CA as “Exempt Surplus Land” pursuant to Government Code section 54221(f)(1)(B).

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

OROVILLE CITY COUNCIL
RESOLUTION NO. 9225
A RESOLUTION DECLARING THE PROPERTY LOCATED AT ORO DAM APN 033- 232-021 AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS WHEREAS the City of Oroville owns a parcel (.19 Acres on the parcel detail, shown as .18 Acres on the parcel map) located at Oro Dam, APN 033-232-021; and WHEREAS the City has explored the use of the property for alley access for existing adjacent properties; and
WHEREAS Government Code Section 54221(f)(1)(B) authorizes a City to declare property of less than one-half Acre, that is not contiguous to land owned by the state or other local agency that is used for open space or low and moderate income housing purposes, to be disposed of as “Exempt Surplus Land”; now BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The City Council of the City of Oroville finds that the vacant .19 Acre parcel owned by the City and both located at Oro Dam, APN 033-232-021 is less than one-half acre in area, and not contiguous to land owned by a state or local agency that is used for open space or low and moderate income housing purposes, as defined in Government Code Section 54221(e).

2. That the City Council of the City of Oroville declares the vacant .19 Acre parcel located at Oro Dam, APN 033-232-021, in Oroville CA as “Exempt Surplus Land” pursuant to Government Code section 54221(f)(1)(B).

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

OROVILLE CITY COUNCIL
RESOLUTION NO. 9224
A RESOLUTION DECLARING THE PROPERTY LOCATED AT ORO DAM APN 033- 232-001 AS EXEMPT SURPLUS LAND AND MAKING ASSOCIATED FINDINGS WHEREAS the City of Oroville owns a .14 Acre property located at Oro Dam, APN 033- 232-001; and
WHEREAS the City has explored the use of the property for alley access for existing adjacent properties; and
WHEREAS Government Code Section 54221(f)(1)(B) authorizes a City to declare property of less than one-half Acre that is not contiguous to land owned by the state or other local agency that is used for open space or low and moderate income housing purposes to be disposed of as “Exempt Surplus Land”; now BE IT HEREBY RESOLVED by the Oroville City Council as follows:

1. The City Council of the City of Oroville finds that the vacant .14 Acre parcel owned by the City and located at Oro Dam, APN 033- 232-001 is less than one-half acre in area and not contiguous to land owned by a state or local agency that is used for open space or low and moderate income housing purposes as defined in Government Code Section 54221(e).

2. That the City Council of the City of Oroville declares the vacant .14 Acre parcel located at Oro Dam, APN 033-232-001, in Oroville CA as “Exempt Surplus Land” pursuant to Government Code section 54221(f)(1)(B).

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: RUTH DUNCAN, ASSISTANT CITY ADMINISTRATOR -

ADMINISTRATIVE SERVICES
RE: CONTRACT WITH CHAVAN & ASSOCIATES, LLP. FOR

PROFESSIONAL AUDITING SERVICES
DATE: FEBRUARY 6, 2024

SUMMARY
The Council may consider the authorization of an auditing agreement with Chavan & Associates, LLP.

DISCUSSION
On October 11, 2023, the City issued a request for proposals (RFP) for professional auditing services. An annual audit is a requirement of the Governmental Accounting Standards Board.

Many of our funding sources also require us to issue independently audited financial statements.

The RFP submittal deadline was December 1, 2023. In summary the City received two proposals. One was from our existing auditors Chavan & Associates, and the other from Badawi & Associates.
31 Item 3.

Page 2 ends

After reviewing the proposals, our current auditors, Chavan & Associates, was determined to be the best option at this time.

On May 6, 2014, the Council approved an auditor rotation policy that allows our current auditing firm to continue with the City after a competitive bid process if they assign a new audit manager.

Chavan & Associates will comply and assign a new audit manager other than the one we have worked with over the last five years.

The terms of the proposal is for a three-year agreement with an option of two additional years.

Fiscal years ending 2024, 2025, 2026, and the option of 2027 and 2028.

FISCAL IMPACT
Professonal Auditing Services costs as follows:

Year 1 June 30, 2024 $34,500
Year 2 June 30, 2025 $36,500
Year 3 June 30, 2026 $37,000
Optional:

Year 4 June 30, 2027 $39,500
Year 5 June 30, 2028 $40,500
This cost will be budgeted in the Finance Department budget 100.1090.6360

RECOMMENDATION
Approve agreement and authorize the Finance Director to sign the engagement letter with Chavan & Associates for professional auditing services.

ATTACHMENTS
Engagement Letter Chavan & Associates, LLP
32 Item 3.

Page | 1 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com
January 20, 2024
City of Oroville
1735 Montgomery Street Oroville,
CA 95965
We are pleased to confirm our understanding of the services we are to provide for the City of Oroville (the “City”) for the fiscal years ending June 30, 2024, 2025 and 2026, with options for 2027 and 2028. We will audit the financial statements of the governmental activities, the businesstype activities, each major fund, and the aggregate remaining fund information of the City and the related notes to the financial statements, which collectively comprise the City’s basic financial statements. In addition, we will audit the City’s compliance over major federal award programs, and perform the services as noted in Exhibit A, as applicable each fiscal year. We are pleased to confirm our acceptance of this audit engagement by means of this letter. Our audits will be conducted with the objectives of our expressing an opinion on each opinion unit and an opinion on compliance regarding the City’s major federal award programs.

Accounting principles generally accepted in the United States of America, (U.S. GAAP), as promulgated by the Governmental Accounting Standards Board (GASB), require that the items noted below be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the GASB, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the required supplementary information (RSI) in accordance with auditing standards generally accepted in the United States of America, (U.S. GAAS). These limited procedures will consist primarily of inquiries of management regarding their methods of measurement and presentation and comparing the information for consistency with management’s responses to our inquiries. We will not express an opinion or provide any form of assurance on the RSI. The following RSI is required by U.S. GAAP and will be subjected to certain limited procedures but will not be audited:

1. Management’s discussion and analysis.

2. Major fund budget to actual schedules.

3. Pension schedules.

4. Other postemployment benefit schedules.

Supplementary Information Other than RSI
Supplementary information other than RSI will accompany the City’s basic financial statements.

We will subject the following supplementary information to the auditing procedures applied in our audit of the basic financial statements and perform certain additional procedures, including 33 Item 3.

Page | 2 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com
comparing and reconciling the supplementary information to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with U.S. GAAS.

We intend to provide an opinion on the following supplementary information in relation to the financial statements as a whole:

1. Nonmajor governmental fund combining balance sheets and statements of revenues, expenditures and changes in fund balances.

2. Nonmajor budgetary comparison schedules.

3. Proprietary funds combining balance sheets and statements of revenues, expenditures and changes in net position, and cash flows, as applicable.

4. Fiduciary fund statements, as applicable.

Also, the document we submit to you will include the following other additional information that will not be subjected to the auditing procedures applied in our audit of the basic financial statements:

1. ACFR introductory section.

2. Statistical tables.

Schedule of Expenditures of Federal Awards
We will subject the schedule of expenditures of federal awards to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling the schedule to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordance with auditing standards generally accepted in the United States of America. We intend to provide an opinion on whether the schedule of expenditures of federal awards is presented fairly in all material respects in relation to the financial statements as a whole.

Data Collection Form
Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that are our responsibility. The form will summarize our audit findings, amounts and conclusions. It is management’s responsibility to submit a reporting package including financial statements, schedule of expenditure of federal awards, summary schedule of prior audit findings and corrective action plan along with the Data Collection Form to the federal audit clearinghouse.

The financial reporting package must be text searchable, unencrypted, and unlocked. Otherwise, the reporting package will not be accepted by the federal audit clearinghouse. We will assist you in 34 Item 3.

Page | 3 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com
the electronic submission and certification. You may request from us copies of our report for you to include with the reporting package submitted to pass-through entities.

The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our auditors’ reports or nine months after the end of the audit period, unless specifically waived by a federal cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors in assessing programs at a higher risk.

Audit of the Financial Statements
We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (U.S. GAAS), the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America (GAGAS), and the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual agreements.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. If appropriate, our procedures will therefore include tests of documentary evidence that support the transactions recorded in the accounts. As part of our audit process, we will request written representations from your attorneys, and they may bill you for responding. At the conclusion of our audit, we will also request certain written representations from you about the financial statements and related matters.

Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements or noncompliance (whether caused by errors, fraudulent financial reporting, misappropriation of assets, detected abuse, or violations of laws or governmental regulations) may not be detected exists, even though the audit is properly planned and performed in accordance with U.S. GAAS and Government Auditing Standards of the Comptroller General of the United States of America. Please note that the determination of abuse is subjective and Government Auditing Standards does not require auditors to detect abuse. 35 Item 3.

Page | 4 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com
In making our risk assessments, we consider internal control relevant to the City’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. Our responsibility as auditors is limited to the period(s) covered by our audit and does not extend to any other periods.

We will issue a written report upon completion of our audit of the City’s basic financial statements.

Our report will be addressed to the governing body of the City. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions or add emphasis-of-matter or other-matter paragraphs. If our opinions on the basic financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement.

In accordance with the requirements of Government Auditing Standards, we will also issue a written report describing the scope of our testing over internal control over financial reporting and over compliance with laws, regulations, and provisions of grants and contracts, including the results of that testing. However, providing an opinion on internal control and compliance over financial reporting will not be an objective of the audit and, therefore, no such opinion will be expressed.

Audit of Major Program Compliance
Our audit of the City’s major federal award program(s) compliance will be conducted in accordance with the requirements of the Single Audit Act, as amended; and the provisions of U.S. Office of Management and Budget’s (OMB) Uniform Guidance; and will include tests of accounting records, a determination of major programs in accordance with Uniform Guidance, and other procedures we consider necessary to enable us to express such an opinion on major federal award program compliance and to render the required reports. We cannot provide assurance that an unmodified opinion on compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion or withdraw from the engagement.

Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the City has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to major federal award programs. Our procedures will consist of determining major federal programs and performing the applicable procedures described in the OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City’s major programs. The purpose of those procedures 36 Item 3.

Page | 5 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com
will be to express an opinion on the City’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to Uniform Guidance.

Also, as required by the Uniform Guidance, we will perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each of the City’s major federal award programs. However, our tests will be less in scope than would be necessary to render an opinion on these controls and, accordingly, no opinion will be expressed in our report.

We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the City’s major federal award programs, and a report on internal controls over compliance that will report any significant deficiencies and material weaknesses identified; however, such report will not express an opinion on internal control.

Management’s Responsibilities
Our audit will be conducted on the basis that management acknowledge and understand that they have responsibility:

1. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America;

2. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual agreements;

3. For identifying, in its accounts, all federal awards received and expended during the period and the federal programs under which they were received, including federal awards and funding increments received in accordance with the Uniform Guidance generally received after December 26, 2014;

4. For maintaining records that adequately identify the source and application of funds for federally funded activities;

5. For preparing the schedule of expenses of federal awards (including notes and noncash assistance received) in accordance with the Uniform Guidance requirements;

6. For the design, implementation, and maintenance of internal control over federal awards;

7. For establishing and maintaining effective internal control over federal awards that provides reasonable assurance that the nonfederal entity is managing federal awards in compliance with federal statutes, regulations, and the terms and conditions of the federal awards;

8. For identifying and ensuring that the City complies with laws, regulations, grants, and contracts applicable to its activities and its federal award programs and implementing systems designed to achieve compliance with applicable laws, regulations, grants, and contracts applicable to activities and its federal award programs;
37 Item 3.

Page | 6 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com

9. For disclosing accurately, currently, and completely the financial results of each federal award in accordance with the requirements of the award;

10. For identifying and providing report copies of previous audits, attestation engagements, or other studies that directly relate to the objectives of the audit, including whether related recommendations have been implemented;

11. For taking prompt action when instances of noncompliance are identified;

12. For addressing the findings and recommendations of auditors, for establishing and maintaining a process to track the status of such findings and recommendations and taking corrective action on reported audit findings from prior periods and preparing a summary schedule of prior audit findings;

13. For following up and taking corrective action on current year audit findings and preparing a corrective action plan for such findings;

14. For submitting the reporting package and data collection form to the appropriate parties;

15. For making the auditor aware of any significant vendor / contractor relationships where the vendor / contractor is responsible for program compliance;

16. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements, and relevant to federal award programs, such as records, documentation, and other matters;
b. Additional information that we may request from management for the purpose of the audit; and
c. Unrestricted access to persons within the City from whom we determine it necessary to obtain audit evidence.

17. For including the auditor’s report in any document containing basic financial statements that indicates that such basic financial statements have been audited by the City’s auditor;

18. For adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the current year period(s) under audit are immaterial, both individually and in the aggregate, to the financial statements as a whole;

19. For acceptance of nonattest services, including identifying the proper party to oversee nonattest work;

20. For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets;

21. For informing us of any known or suspected fraud affecting the City involving management, employees with significant role in internal control and others where fraud could have a material effect on compliance and the financials;

22. For the accuracy and completeness of all information provided; 38 Item 3.

Page | 7 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com

23. For taking reasonable measures to safeguard protected personally identifiable and other sensitive information; and

24. For confirming your understanding of your responsibilities as defined in this letter to us in your management representation letter.

With regard to the supplementary information and schedule of expenditures of federal awards (SEFA) referred to above, you acknowledge and understand your responsibility (a) for the preparation of the supplementary information and SEFA in accordance with the applicable criteria, (b) to provide us with the appropriate written representations regarding the supplementary information and SEFA, (c) to include our report on the supplementary information and the SEFA in any document that contains the supplementary information and that indicates that we have reported on such supplementary information and the SEFA, and (d) to present the supplementary information and the SEFA with the audited financial statements, or if the supplementary information and the SEFA will not be presented with the audited financial statements, to make the audited financial statements readily available to the intended users of the supplementary information and the SEFA no later than the date of issuance by you of the supplementary information and the SEFA and our reports thereon.

As part of our audit process, we will request from management, written confirmation concerning representations made to us in connection with the audit. We understand that your employees will prepare all confirmations we request and will locate any documents or invoices selected by us for testing.

If you intend to publish or otherwise reproduce the financial statements and make reference to our firm, you agree to provide us with printers’ proofs or masters for our review and approval before printing. You also agree to provide us with a copy of the final reproduced material for our approval before it is distributed.

Audit Administration and Fees
Our all-inclusive maximum fee for these services will be as follows (see Exhibit A):

Fiscal year ending June 30, 2024 $34,500
Fiscal year ending June 30, 2025 $36,500
Fiscal year ending June 30, 2026 $37,000
Fiscal year ending June 30, 2027 (optional) $39,500
Fiscal year ending June 30, 2028 (optional) $40,500
Our fees include out-of-pocket costs (such as report reproduction, word processing, postage, travel, copies, telephone, etc.).
39 Item 3.

Page | 8 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com
Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit as follows:

Engagement Partner $250 per hour
Associate Partner $200 per hour
Manager/Supervisor $125 per hour
Staff Auditor $100 per hour
Administrative $100 per hour
Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes thirty days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report.

You will be obligated to compensate us for all time expended and to reimburse us for all outofpocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If cooperation is not provided as anticipated and at a level that hinders the progress of the services to be provided, we retain the right to terminate the contract for cause with thirty (30) days’ notice. During that time, the City will have the opportunity to provide the cooperation required to complete the audit and C&A may rescind the cancellation.

If the services to be performed by C&A are not performed in an acceptable manner to the City, the City may cancel this contract for cause by providing notice to C&A, giving at least thirty (30) days’ notice of the proposed cancellation and the reasons for same. During that time period, C&A may seek to bring the performance of services to a level that is acceptable to the City, and the 40 Item 3.

Page | 9
Agreement No. 3493 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
City may rescind the cancellation if such action is in City’s best interest. Notwithstanding the above provisions, the City may, upon the expiration of thirty (30) days written notice to C&A, terminate the agreement at will. Payment for services or goods received prior to termination shall be made by the City provided those goods or services were provided in a manner acceptable to the City.

Payment for those goods and services shall not be unreasonably withheld.

Sheldon Chavan, CPA, is the engagement partner for the audit services specified in this letter. His responsibilities include supervising Chavan & Associates LLP’s services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the audit report.

Other Matters
During the course of the engagement, we may communicate with you or your personnel via fax or e-mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications.

Regarding the electronic dissemination of audited financial statements, including financial statements published electronically on your Internet website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document.

The audit documentation for this engagement is the property of Chavan & Associates LLP and constitutes confidential information. However, we may be requested to make certain audit documentation available to state and federal agencies and the U.S. Government Accountability Office pursuant to authority given to it by law or regulation, or to peer reviewers. If requested, access to such audit documentation will be provided under the supervision of Chavan & Associates LLP’s personnel. Furthermore, upon request, we may provide copies of selected audit documentation to these agencies and regulators. The regulators and agencies may intend, or decide, to distribute the copies of information contained therein to others, including other governmental agencies. We agree to retain our audit documentation or work papers for a period of at least seven years from the date of our report.

We will be available during the year to consult with you on financial management and accounting matters of a routine nature. You agree to inform us of facts that may affect the financial statements of which you may become aware during the period from the date of the auditor’s report to the date the financial statements are issued.

With respect to any nonattest services we perform, the City’s management is responsible for (a) making all management decisions and performing all management functions; (b) assigning a 41 Item 3.

Page | 10
Agreement No. 3493 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
competent individual to oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility for the results of the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing activities.

Nonattest services include the preparation of the audited financial statements, note disclosures, supplemental information (as noted above), conversion entries, audit adjusting entries, a template MD&A with tables, the schedule of expenditures of federal awards, the data collection form, the state controller’s annual reports; statistical schedules that are derived from the audited financial statements. These items will be prepared from information prepared and provided by the City during our audit, such as the City’s trial balance.

We will not assume management responsibilities on behalf of the City. However, we will provide advice and recommendations to assist management in performing its responsibilities.

Our responsibilities and limitations of the engagement are as follows:
• We will perform the services in accordance with applicable professional standards, including GAAS, GAGAS and Uniform Guidance as previously noted. • This engagement is limited to the services previously outlined. Our firm, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities, including determining account coding and approving journal entries. Our firm will advise the City with regard to the nonattest services provided, but the City must make all decisions with regard to those matters.

Government Auditing Standards require that we document an assessment of the skills, knowledge, and experience of management, should we participate in any form of preparation of the basic financial statements and related schedules or disclosures as these actions are deemed a non-audit service.

During the course of the audit, we may observe opportunities for economy in, or improved controls over, your operations. We will bring such matters to the attention of the appropriate level of management, either orally or in writing.

At the conclusion of our audit engagement, we will communicate to management and the Council the following significant items from the audit:
• Our view about the qualitative aspects of the City’s significant accounting practices; • Significant difficulties, if any, encountered during the audit; • Uncorrected misstatements, other than those we believe are trivial, if any; • Disagreements with management, if any;
42 Item 3.

Page | 11
Agreement No. 3493 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408-217-8749 • E-Fax: 408-872-4159
[email protected] • www.cnallp.com
• Other findings or issues, if any, arising from the audit that are, in our professional judgment, significant and relevant to those charged with governance regarding their oversight of the financial reporting process;
• Material, corrected misstatements that were brought to the attention of management as a result of our audit procedures;
• Representations we requested from management;
• Management’s consultations with other accountants, if any; and • Significant issues, if any, arising from the audit that were discussed, or the subject of correspondence, with management.

In accordance with the requirements of Government Auditing Standards, a copy of our latest external peer review report of our firm is available upon request or on our website.

If the foregoing is in accordance with your understanding, please indicate your agreement by signing this letter and emailing it to us at [email protected], or following the DocuSign link. If you have any questions, please let us know.

We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff.

Very truly yours,
Sheldon Chavan, CPA, Managing Partner Chavan
& Associates, LLP
RESPONSE:

This letter correctly sets forth the understanding of the City of Oroville.

Signature:

Title:

Date:
43 Item 3.

Page | 12
[email protected] • www.cnallp.com
Exhibit A
Optional
Services Hours 2024 2025 2026 2027 2028
City Audit, ACFR and Management Letters 204 $ 25,500 $ 27,500 $ 28,000 $ 30,000 $ 31,000 Single Audit 30 3,000 3,000 3,000 3,000 3,000
GANN Appropriation Limit 8 1,000 1,000 1,000 1,000 1,000 Conversion Entries N/A Included Included Included Included Included GASB consultation and guidance N/A Included Included Included Included Included Present Reports to Council and Committees N/A Included Included Included Included Included Meals, Lodging and Transportation N/A Included Included Included Included Included Subtotal Base Audit 242 29,500 31,500 32,000 34,000 35,000 AFTR (SCO) 16 3,000 3,000 3,000 3,250 3,250
ASR (SCO) 8 2,000 2,000
2,000
2,250 2,250
Total All-Inclusive Maximum Price 266 $ 34,500 $ 36,500 $ 37,000 $ 39,500 $ 40,500 15105 Concord Circle, Ste. 130, Morgan Hill, CA 95037 Tel: 408- 217-8749 • E-Fax: 408-872-4159
44 Item 3.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: FRED MAYO – DIRECTOR OF PUBLIC WORKS
RE: AUTHORIZATION TO PURCHASE TWO TOOL SETS FOR THE

MECHANIC SHOP
DATE: FEBRUARY 6, 2024

SUMMARY
Staff is seeking Council approval to purchase two comprehensive, professional tool sets for maintaining the City's vehicles and machinery, playing a crucial role in diagnosing and repairing City-owned assets.

DISCUSSION
The City mechanic shop has historically required that our mechanics bring their own tool kits.

However, acknowledging the growing complexity of vehicle systems, there is now a recognized need to standardize our mechanic tool sets. Providing City-provided tools is crucial to ensuring the shop is well-equipped for tasks and remains current in this evolving industry. Standardizing tool sets simplify inventory and enhance efficiency, as each kit contains the same tools. This approach eliminates the practice of borrowing tools among mechanics. The comprehensive tool kits are modeled after those in Caltrans mechanic shops in the region, as their fleet's equipment diversity closely resembles ours.

Staff is requesting that the Oroville City Council issue authorization to the Director of Public Works to purchase tool sets.

FISCAL IMPACT
The total cost of tool sets is anticipated to be around $50,000.00 and was not included in this year's budget; however, funds are available in accounts 10011909 other supplies and 4004000 other supplies and may require a budget adjustment to cover future shortfalls.

RECOMMENDATION
Authorize the Director of Public Works purchase two mechanic tool kits. 45 Item 4.

Page 2 ends

46 Item 4.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: FRED MAYO, PUBLIC WORKS DIRECTOR
RE: AWARD OF CONTRACT TO LAMON CONSTRUCTION, INC. FOR THE STATE ROUTE 162 ATP PEDESTRIAN MOBILITY AND SAFETY

IMPROVEMENT PROJECT
DATE: FEBRUARY 6, 2023

SUMMARY
The Council may direct staff to award a construction contract to Lamon Construction, Inc. for Construction of the State Route-162 (SR-162) ATP Pedestrian Mobility and Safety Improvement Project.

DISCUSSION
The SR-162 ATP Pedestrian Mobility and Safety Improvement Project started in 2015 with the City pursuing an ATP Cycle 3 through the California Transportation Commission (CTC) and Caltrans. The ATP grant was approved and awarded the City $3,411,000.00. A Capacity Management and Air Quality (CMAQ) grant is also allocated to cover a portion of the design cost. All together the project grants provides for $3,951,000 to design, construct, and manage a contractor to implement bicycle, pedestrian, and mobility improvements from Feather River Park, west of Hwy 70 to Foothill Blvd, along SR 162. This includes sidewalk closures, pedestrian crossings, bike lanes, and pedestrian signal improvements along the corridor.

In June of 2023 the design work was completed, and City Staff requested authorization from Caltrans and the Federal Highway Administration (FHWA) to proceed to advertise for construction bids. On September 14, 2023, Caltrans and FHWA gave the City permission to begin advertising for construction bids.

Advertising began on September 26, 2023, and closed December 7, 2023. City received one bid from Lamon Construction, Inc. for the total cost of $6,299,330.00.The Engineer’s Estimate was $5,687,862.40 with contingencies. Staff recommends allocating a contingency of $950,670.00 approximately (15%) for field changes and adjustments due to unforeseen circumstances, for a total not to exceed amount of $7,250,000.00. 47 Item 5.

Page 2 ends

FISCAL IMPACT
The funds in the amount of $450,000.00 will come from Fund 117 Local Transportation Fund, $480,000.00 from Fund 113 SB1 Road Maintenance and Rehabilitation Account, $359,000.00 from Fund 112 RSTP, $2,100,000.00 from Traffic Impact Fee Funds, $450,000.00 from Fund 100 General Fund (DWR Settlement money), $3,411,000.00 will be funded by Cycle 3 ATP Grant Reimbursement, for a total amount of $7,250,000.00.

RECOMMENDATION
Staff recommends that the Council direct the City Administrator to award the construction contract Lamon Construction Inc. for Construction on the SR-162 Pedestrian Safety and Mobility Project.

ATTACHMENTS
Bid Summary
Construction Contract
48 Item 5.
49 Item 5.

CF - 1
Agreement No. 3494

PROJECT CONTRACT
THIS PROJECT CONTRACT (the “contract” or “Contract”) is made and entered into this day of February 06, 2024, by and between City of Oroville (referred to herein as the “Owner” or the “City”) and Lamon Construction, Inc. (the "Contractor").

WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:

1. THE CONTRACT DOCUMENTS.

The complete contract is comprised of and may or may not include: Invitation for Bids; Information for Bidders; Bid Schedule; Proposal Form; Bidder’s Bond; Contract; General Conditions; Special Provisions; Technical Provisions; Payment Bond; Performance Bond; Notice of Award; Notice to Proceed; Change Orders; Supplemental Drawings Issued; Drawings; Specifications and Contract Documents; All addenda or bulletins issued during the time of bidding or forming a part of the documents loaned to the bidder for preparation of the bid; The complete plans and provisions, regulations, ordinances, codes, and laws incorporated therein or herein by reference or otherwise applicable to the Project.

All the above documents are intended to cooperate so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract are hereinafter referred to collectively as the Contract Documents.

2. THE WORK.

Contractor agrees to furnish all tools, apparatus, facilities, equipment, labor, and materials (except that specifically mentioned as being furnished by others) necessary to perform and complete the work in a “good and workmanlike manner” as called for, and in the manner designated in, and in strict conformity with the Plans, Detail Specifications, and other Contract Documents which are identified by the signatures of the parties to this Contract and are, collectively, entitled:
“SR-162 ATP Pedestrian Mobility and Safety Improvement Project”

3. CONTRACT PRICE.

The City agrees to pay, and the Contractor agrees to accept, in full payment for the work above agreed to be done, the following compensation: $6,299,330.00. In no event shall Contractor’s compensation exceed the amount of $6,299,330.00 without additional written authorization from the City. Payment by City under this Agreement shall not be deemed a waiver of defects in Consultant’s services, even if such defects were known to the City at the time of payment.

For the purpose of fixing the amount of bonds referred to in the Instructions to Bidders, it is estimated by both Parties that the total contract price shall be based on the Contractor’s Base Bid amount.
50 Item 5.

CF - 2
Agreement No. 3494

4. DISPUTES PERTAINING TO PAYMENT FOR WORK.

Should any dispute arise respecting the true value of any work done or any work omitted, or of any extra work which the Contractor may be required to do or respecting the size of any payment to the Contractor during the performance of this Contract, the dispute shall be informally mediated between the parties. Following such mediation, either party may file an action exclusively in the Butte County Superior Court or in the United States District Court, Eastern District of California. Under no condition shall there be a cessation of work by the Contractor during any such dispute. This article does not exclude recovery of damages by either party for delays.

5. PAYMENT.

Not later than the 20th day of each calendar month, the Contractor shall make a partial payment request to the City on the basis of an estimate approved by the Engineer of the work performed since the last partial payment request during the preceding month by the Contractor with five percent (5%) of the amount of each such estimate retained by the City, until completion of the Project and the recordation of a Notice of Completion of all work covered by this Contract. The City shall make any partial payments provided for in this contract to the Contractor within 30 days of the City’s receipt of an undisputed and properly executed partial payment request from the Contractor. The City shall pay the Contractor interest on the amount of any portion of a partial payment, excluding retention amounts, not made to the Contractor within 30 days of the City’s receipt of an undisputed and properly executed partial payment request from the Contractor at the legal rate set forth in California Code of Civil Procedure Section 685.010.

Upon receipt of a partial payment request from the Contractor, the City shall review the partial payment request for the purpose of determining whether or not the partial payment request is a proper partial payment request. Any partial payment request determined by the City not to be a proper partial payment request suitable for payment shall be returned to the Contractor by the City within 14 days of the City’s receipt of such partial payment request. A partial payment request returned to the Contractor by the City under the provisions of this section shall be accompanied by a written document setting forth the reason(s) why the partial payment request is not proper. The number of days for the City to make a certain partial payment provided for in this Contract, without incurring interest pursuant to this section, shall be reduced by the number of days by which the City exceeds the 14 day return period for such partial payment request, if determined to be improper, as set forth in this section. For the purposes of this section, a “partial payment” means all payments due to the Contractor under this contract, exclusive of that portion of the final payment designated as retention earnings. Also, for the purposes of this section, a partial payment request shall be considered properly executed by the City if funds are available to pay the partial payment request and payment is not delayed due to an audit inquiry by the City’s financial officer. The City will release Contractor's retention earnings within 45 days after recordation of Notice of Completion, as defined in California Civil Code Section 3093. Recordation of a Notice of Completion for the Project by the City shall constitute the City’s acceptance of the Project work.

6. TIME FOR COMPLETION.

All work under this contract shall be completed within a period of 150 working days from the date of the Contractor's receipt of a Notice to Proceed from the City. 51 Item 5.

CF - 3
Agreement No. 3494

7. EXTENSION OF TIME.

If the Contractor is delayed by acts of negligence of the City, or its employees or those under it by contract or otherwise, or by changes ordered in the work, or by strikes, lockouts, fire, unavoidable casualties, or any causes beyond the Contractor's control, or by delay authorized by the City, or by any justifiable cause which the Engineer shall authorize, then the Contractor shall make out a written claim addressed to the City setting forth the reason for the delay and the extension of the time requested and forward a copy of the claim to the Engineer for approval.

The Engineer will evaluate the claim and if the claim is justifiable, will request the City's approval. No such extension will be allowed unless a written claim therefore has been made within 3 days after the delay became apparent.

If the Contractor fails or refuses to complete the work within the time specified, including authorized extensions, there shall be deducted from monies due the Contractor, not as a penalty, but as liquidated damages the sum of Six Thousand Seven Hundred Dollars ($6,700.00) for each calendar day subsequent to the time specified for each project and the time the work is actually completed and accepted. Delays caused by adverse weather conditions or conditions for which the Owner is clearly responsible will be added to the contract time.

8. LABOR PROVISIONS.

The project is subject to both federal and state prevailing wages. The Contractor shall pay laborers the higher of either the federal or state prevailing wage rate determination for the trades to be utilized. The contractor and all subcontractors on the project shall complete electronic reporting of prevailing wage rate reports through the Department of Industrial Relations, with copies of such reports to be provided to the City.

9. CONTRACT WORK HOURS AND SAFETY STANDARDS REQUIREMENTS.

As used in the following provision, the term “laborers” and “mechanics” include watchmen and guards.
a. Overtime Requirements. Neither the Contractor nor any subcontractor contracting for any part of the Project which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek, whichever isgreater. b. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph a. above, the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the City for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph a. above, in the sum of $2,700 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph a. above. c. Withholding for Unpaid Wages and Liquidated Damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or 52 Item 5.

CF - 4
Agreement No. 3494
cause to be withheld, from any monies payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph b. above. d. Working conditions. Neither the Contractor nor any subcontractor may require any laborer or mechanic employed in the performance of any contract to work in surroundings or under working conditions that are unsanitary, hazardous or dangerous to his health or safety as determined under construction safety and health standards (29 CFR Part 1926) issued by the Department of Labor. e. Subcontracts. The Contractor and any subcontractor shall insert in any subcontracts the clauses set forth in paragraphs a. through d. and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs a. through d.

10. NONDISCRIMINATION.

The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.

11. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM PROVISIONS.

The Contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as recipient deems appropriate.

The Contractor agrees to pay each subcontractor under this contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Contractor receives from City. The Contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City. This clause applies to both DBE and nonDBE subcontractors.

12. CIVIL RIGHTS.

The Contractor assures that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This Provision binds the Contractor from the bid solicitation period through the completion of the contract. This provision shall be inserted in all subcontracts, subleases and other agreements at all tiers. 53 Item 5.

CF - 5
Agreement No. 3494

13. SOLICITATIONS FOR SUBCONTRACTS, INCLUDING PROCUREMENTS OF MATERIALS AND EQUIPMENT.

In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color or national origin.

14. INFORMATION AND REPORTS.

The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the City and shall set forth what efforts it has made to obtain the information.

15. SANCTIONS FOR NONCOMPLIANCE.

In the event of the Contractor's noncompliance with the nondiscrimination provisions of this contract, the City shall impose such contract sanctions as it may determine to be appropriate, including but not limited to:
a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or
b. Cancellation, termination or suspension of the contract, in whole or inpart.

16. INSPECTION OF RECORDS.

The Contractor shall maintain an acceptable cost accounting system. The City, the Federal Aviation Administration, the Comptroller General of the United States or any of their duly authorized representatives shall have access to any books, documents, paper, and records of the Contractor which are directly pertinent to this Contract or the Project for the purposes of making an audit, examination, excerpts, and transcriptions. The Contractor shall maintain all required records for 3 years after the City makes final payment and all other pending matters are closed.

17. RIGHTS IN INVENTIONS.

All rights to inventions and materials, if any, generated under this contract are subject to regulations issued by the City. Information regarding these rights is available from the City.

18. BREACH OF CONTRACT TERMS.

Any violation or breach of terms of this Contract on the part of the Contractor or its subcontractors may result in the suspension or termination of this Contract or such other action that may be 54 Item 5.

CF - 6
Agreement No. 3494
necessary to enforce the rights of the City under this Contract. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.

19. TERMINATION OF CONTRACT BY CITY
a. The City may, by written notice, terminate this Contract in whole or in part at any time, either for the City’s convenience or because of the Contractor’s failure to fulfill its contract obligations.

Upon receipt of such notice, services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this Contract, whether completed or in process, delivered to the City.
b. If the termination is for the convenience of the City, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. c. If the termination is due to failure to fulfill the Contractor’s obligations, the City may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Contractor shall be liable to the City for any additional cost occasioned to the City thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the Contractor had not so failed, the termination shall be deemed to have been affected for the convenience of the City. In such event, adjustment in the contract price shall be made as provided in the second paragraph of this clause.
e. The rights and remedies of the City provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

20. INCORPORATION OF PROVISIONS.

The Contractor shall include the provisions of this contract in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations of directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the City may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Contractor may request the City to enter into such litigation to protect the interests of the City and, in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

21. CONTRACTOR CLAIMS OF $375,000 OR LESS.

Claims by the Contractor relating to the Project for (a) a time extension, (b) money or damages arising from work done by, or on behalf of, the Contractor on the Project for which payment is not expressly provided for or to which the Contractor is not otherwise entitled, or (c) an amount that is disputed by the City, with a value of $375,000 or less, are subject to the claims procedures set forth in California Public Contract Code Sections 20104, et seq., except as otherwise provided in this Contract and the incorporated documents, conditions and specifications.
55 Item 5.

CF - 7
Agreement No. 3494

22. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES.
a. No Federal appropriated funds shall be paid, by or on behalf of the Contractor or its subcontractors, 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 the making of any Federal grant or the amendment or modification of any Federal grant.
b. If any funds other than Federal appropriated funds have been paid or will be paid by the Contractor or its subcontractors to any person for influencing or attempting to influence an officer or employee of the City, any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL, “Disclosure of Lobby Activities,” in accordance with its instructions.

23. ASSIGNMENT OF CERTAIN RIGHTS TO THE CITY.

In entering into this Contract or a subcontract to supply goods, services, or materials pursuant to this Contract, the Contractor and/or subcontractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to this Contract or the subcontract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor, without further acknowledgement by the parties.

24. ENERGY CONSERVATION REQUIREMENTS
The contractor agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law 94-163). 56 Item 5.

CF - 8
Agreement No. 3494
IN WITNESS WHEREOF, two identical counterparts of this Contract, each of which shall for all purposes be deemed an original thereof, have been duly executed by the parties herein above named, on the day and year first herein written.

AGENCY: City of Oroville (First Party)
By:

Brian Ring
City Administrator
(Official Title)
CONTRACTOR: (Second Party)
By:
(Authorized Representative)
(Official Title)
57 Item 5.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: FRED MAYO – DIRECTOR OF PUBLIC WORKS
RE: CALFIRE CONTRACT AMENDMENT TO INCLUDE FIRE EQUIPMENT

SERVICE AND REPAIRS
DATE: FEBRUARY 6, 2024

SUMMARY
Staff is seeking Council approval to amend the contract with CalFire, incorporating fire equipment servicing and repairs. This initiative is to enhance our fire services, while ensuring the effective maintenance of critical equipment.

DISCUSSION
The City mechanic shop has traditionally operated with two mechanics and one senior mechanic. Recognizing the increasing complexity of staffing and workload management, there is an identified need to enhance the level of service for our fire equipment fleet.

Our fleet consists of specialized purpose-built apparatuses, each presenting unique diagnostic and repair challenges as the equipment ages. The contract includes access to a State-owned repair facility that is open seven days a week and offers 24-hour roadside service. Another critical consideration for this contract amendment is to streamline diagnostics, repairs, and routine maintenance, including A, B, and C service schedules, efficiently and on time, minimizing potential delays at the shop or third-party repair facilities. This enhancement is crucial to maintaining a well-functioning fleet and upholding public safety.

FISCAL IMPACT
The forecasted amendment cost for this fiscal year is $ 94,000.00 dollars. Savings in wages will offset the program cost by approximately $59,900 dollars, reducing the cost for this fiscal year to $34,100.00 dollars. The full contract price is $225,000 per year. Cost-sharing with other cities may reduce maintenance costs in future years. There is potential for cost and time savings for parts and other repair items with the CalFire purchasing sourcing contracts. Costs for this fiscal year can be absorbed in this year’s budget.

RECOMMENDATION
Staff is requesting that the Oroville City Council approve the contract amendment with CalFire to include fire equipment services and repairs.
58 Item 6.

Page 2 ends

59 Item 6.

COOPERATIVE FIRE PROGRAMS

FIRE PROTECTION REIMBURSEMENT AGREEMENT AMENDMENT
LG-1A REV. 1/2023

AGREEMENT
NUMBER

AMENDMENT
NUMBER
CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED 5 Pages 2CA05716 1

1. This Agreement is entered into between the State Agency and the Local Agency named below:

STATE AGENCY'S NAME
California Department of Forestry and Fire Protection – (CAL FIRE) LOCAL AGENCY’S NAME
City of Oroville

2. The term of this Agreement is: July 1, 2022 through June 30, 2025

3. The maximum amount of this
Agreement is:
$ 15,061,548.00
Fifteen million, sixty one thousand, five hundred forty eight dollars and zero cents

4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement.

This amendment increases the maximum amount of this agreement by $265,415, from $14,796,133, to $15,061,548 due to the addition of a position within this agreement (Heavy Equipment Mechanic, Range B). The increase of the position costs (see attached Exhibit D) is added to the original contract amount, with four months in Fiscal Year 23/24 and twelve months in Fiscal Year 24/25. The amended total will not exceed $15,061,548.00.

All other terms and conditions shall remain the same.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

LOCAL AGENCY California Department of General
Services Use Only LOCAL AGENCY’S NAME
City of Oroville
BY (Authorized Signature) DATE SIGNED(Do not type)


PRINTED NAME AND TITLE OF PERSON SIGNING
David Pittman, Mayor

ADDRESS
1735 Montgomery St., Oroville, CA 95965

STATE OF CALIFORNIA

AGENCY NAME
California Department of Forestry and Fire Protection
BY (Authorized Signature) DATE SIGNED(Do not type)


PRINTED NAME AND TITLE OF PERSON SIGNING
Matthew Sully, Assistant Deputy Director, Cooperative Fire ADDRESS P.O. Box 944246, Sacramento, CA 94244-2460
3492
60 Item 6.

Unit: Butte Unit
Original Agreement Total $14,796,133 2CA05716-A1
New Agreement Total $15,061,548
27160 PS Total $4,722,490 PS 1 Total $4,816,940 PS 1 Total $4,913,279 27160 OE Total $114,475 OE 1 Total $114,475 OE 1 Total $114,475 TOTAL $4,836,965 TOTAL $4,931,415 TOTAL $5,027,753
27160 PS Total $4,722,490 27160 PS Total $4,881,301 PS 1 Total $5,105,154 27160 OE Total $114,475 27160 OE Total $116,868 OE 1 Total $121,260 TOTAL $4,836,965 TOTAL $4,998,168 TOTAL $5,226,415
Contract Name: City of Oroville
Contract No.:

Page No.: 1
Fiscal Year 22/23 Fiscal Year 23/24 Fiscal Year 24/25 (+2%)

ORIGINAL CONTRACT

AMENDMENT WITH ADDED HEM
Fiscal Year 22/23 Fiscal Year 24/25 (+2%) Fiscal Year 23/24 61 Item 6.

Fiscal Year: 2023 Sub Total $57,414
Index: 2100 Unit: Butte Unit Admin $6,947
PCA 27160 Total $64,361 2CA05716-A1
PRC: 4142
Comments FY 23-24 (4 Mo HEM added) Overtime Total: $2,153 Staff Benefit Rate as of 7/1/23 for POF Classifications 93.93% Staff Benefit Rate as of 7/1/23 for SAF Classifications 67.28% Staff Benefit Rate as of 7/1/23 for MIS Classifications 82.09% Number of
Positions Classification/ad-ons (Pick From List) RET. Period Salary Months Salary
Rate Total Salary EDWC Rate EDWC Periods Total EDWC Salary Benefits FFI UI EDWC Benefits Total Salary &
EDWC
Total Position
Cost
1 Heavy Equipment Mechanic, Range B MIS 4 $6,623 $26,492 $0 0 $0 $21,747 $0 $0 $48,239 $57,414 1 Commercial Drivers License Pay Differential MIS 4 $302 $1,208 $0 $992 $0 $2,200 1 Fire Mission Pay Differential - HEM Range B MIS 4 $662 $2,648 $0 $2,174 $0 $4,822 MIS $0 $0 $0 $0 $0 $0
MIS $0 $0 $0 $0 $0 $0
Overtime MIS $2,000 $0 $153 $0 $2,153
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
This is a Schedule A - 4142 of the Cooperative Agreement, dated July 1, 2023 between "City of Oroville" and The California Department of Forestry and Fire Protection (CAL FIRE) Contract Name: City of Oroville
Contract No.:

Page No.: 2
CAL FIRE Unit Chief
CAL FIRE Region Chief
Garrett Sjolund
George Morris III
62 Item 6.

Fiscal Year: 2023 $0
Index: 2100 $2,134
PCA: 27160 $258
PRC: 4142 $2,393 3
Comments

1.45%
Category (Pick from List) Details Number Months Rate Sub-Total Uniform Benefits Total UNIFORM ALLOWANCE FOR HEM HEM 1.00 4.00 $56 223 $ 0 $ 223 GENERAL EXPENSE Boot Allowance 1.00 1.00 $175 175 $ 0 $ 175 COVERALLS FOR HFEO 1 1.00 4.00 $9 $ 36 0 $ 36
VEHICLE OPERATIONS 1.00 4.00 $425 $ 1,700 0 $ 1,700
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
2CA05716-A1
Total Page No.:

This is a Schedule A - 4142 of the Cooperative Agreement, dated July 1, 2023 between "City of Oroville" and The California Department of Forestry and Fire Protection (CAL FIRE) Uniform Benefits Contract Name:

Sub Total
Admin Contract No.:

City of Oroville
63 Item 6.

Fiscal Year: 2024 Sub Total $171,165
Index: 2100 Unit: Butte Unit Admin $20,711
PCA 27160 Total $191,875 2CA05716-A1
PRC: 4142
Comments FY 24-25 (12 Mo HFEO added) Overtime Total: $5,383 Staff Benefit Rate as of 7/1/23 for POF Classifications 93.93% Staff Benefit Rate as of 7/1/23 for SAF Classifications 67.28% Staff Benefit Rate as of 7/1/23 for MIS Classifications 82.09% Number of
Positions Classification/ad-ons (Pick From List) RET. Period Salary Months Salary
Rate Total Salary EDWC Rate EDWC Periods Total EDWC Salary Benefits FFI UI EDWC Benefits Total Salary &
EDWC
Total Position
Cost
1 Heavy Equipment Mechanic, Range B MIS 12 $6,623 $79,476 $0 0 $0 $65,242 $0 $0 $144,718 $171,165 1 Commercial Drivers License Pay Differential MIS 12 $302 $3,624 $0 $2,975 $0 $6,599 1 Fire Mission Pay Differential - HEM Range B MIS 12 $662 $7,944 $0 $6,521 $0 $14,465 MIS $0 $0 $0 $0 $0 $0
MIS $0 $0 $0 $0 $0 $0
Overtime MIS $5,000 $0 $383 $0 $5,383
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Contract Name: City of Oroville
Contract No.:

Page No.: 4
This is a Schedule A - 4142 of the Cooperative Agreement, dated July 1, 2023 between "City of Oroville" and The California Department of Forestry and Fire Protection (CAL FIRE) CAL FIRE Unit Chief Garrett Sjolund
CAL FIRE Region Chief George Morris III
64 Item 6.

Fiscal Year: 2023 $0
Index: 2100 $6,053
PCA: 27160 $732
PRC: 4142 $6,785 5
Comments

1.45%
Category (Pick from List) Details Number Months Rate Sub-Total Uniform Benefits Total UNIFORM ALLOWANCE FOR HEM HEM 1.00 12.00 $56 670 $ 0 $ 670 GENERAL EXPENSE Boot Allowance 1.00 1.00 $175 175 $ 0 $ 175 COVERALLS FOR HFEO 1 1.00 12.00 $9 $ 108 0 $ 108
VEHICLE OPERATIONS 1.00 12.00 $425 $ 5,100 0 $ 5,100
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
$ - $ - $ -
This is a Schedule A - 4142 of the Cooperative Agreement, dated July 1, 2023 between "City of Oroville" and The California Department of Forestry and Fire Protection (CAL FIRE) Uniform Benefits Contract Name: City of Oroville
Sub Total
Admin Contract No.: 2CA05716-A1
Total Page No.:
65 Item 6.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: FRED MAYO – DIRECTOR OF PUBLIC WORKS
RE: PURCHASE OF 655 CAL OAK AND ASSOCIATED BUDGET

ADJUSTMENTS
DATE: FEBRUARY 6, 2024

SUMMARY
The City has finalized the acquisition of the 655 Cal Oak property for the new Corporation Yard.

City staff is providing an update on funding sources, their utilization, and will be outlining the next steps for transitioning to the new facility.

DISCUSSION
As previously directed by the Council at its December 5th, 2023 regular Council Meeting the acquisition of the new corporation yard facility with identified funding sources has been completed for $2,754,897. Staff are recommending that the acquisition of the property be accounted for from the following funds:
 $1,066,284.45- Redevelopment Agency Express Bonds Proceeds  $688,724.25- Sewer Enterprise Funds (25%)
 $999,888.30- local Fiscal Recovery Funds
In addition to the purchase of the property, there are planned improvements for the new property as well as planned improvements for the current property on Mitchell. Those improvement in the following, along with estimated expenses totaling $2,016,000:
 $250,000 - Mechanic shop infill work
 $200,000 - Administrative building infill work
 $500,000 - Perimeter fencing
 $400,000 - Emergency Generator
 $250,000 - Decommission existing site and grading
 $400,000 – Addressing fuel island situation (move current tank, purchase new tank or move to cardlock facility)
 $16,000 - Shelving, material racks and air compressor Staff will return at later dates with firm numbers for each of these tasks. These expenditures are planned to be accounted for with the following funds:
66 Item 7.

Page 2 ends

 $504,000 - Sewer Enterprise Fund (25%)
 $1,512,000 - Local Fiscal Recovery Fund
We had requested you to consider also using funds from the City Revolving Loan fund, however, at this time staff do not see that being necessary. Should circumstances change resulting in the need to use those funds, staff would return with such a request.

FISCAL IMPACT
Utilization of the following funds:
 $1,066,284.45 - Redevelopment Agency Express Bond Proceeds;  $1,192,724.25 – Sewer Enterprise Fund; and
 $2,511,888.30 – Local Fiscal Recovery Fund; and

RECOMMENDATION
Staff is requesting that the Oroville City Council approve the purchase of 655 Cal Oak with the following funding:
 $1,066,284.45 - Redevelopment Agency Express Bond Proceeds  $688,724.25 – Sewer Enterprise funds (25%)
 $999,888.30 – Local Fiscal Recovery Funds; and
Approve the following expenditures:
 $250,000 - Mechanic shop infill work
 $200,000 - Administrative building infill work
 $500,000 - Perimeter fencing
 $400,000 - Emergency Generator
 $250,000 - Decommission existing site and grading
 $400,000 – Addressing fuel island situation (move current tank, purchase new tank or move to cardlock facility)
 $16,000 - Shelving, material racks and air compressor By utilizing the following funds:
 $504,000 – Sewer Enterprise Fund (25%)
 $1,512,000 – Local Fiscal Recovery Fund
67 Item 7.

Page 3 ends

68 Item 7.

New PW Administra�on Building
69 Item 7.

PW Ready Room
70 Item 7.

Computer Worksta�on for PW Staff
71 Item 7.

New Office Space
72 Item 7.

Front Entrance to PW Administra�on Building
73 Item 7.

Breakroom
74 Item 7.

Office Space Inside PW Administra�on Building
75 Item 7.

Exterior Shot of Main Warehouse
76 Item 7.

Exterior Shot Main Warehouse with Overhang
77 Item 7.

Mezzanine Inside Warehouse with Office Space and Restroom 78 Item 7.

Interior Photo of Main Warehouse
79 Item 7.

Parts Inventory Shelving Underneath Mezzanine Main Warehouse 80 Item 7.

Large Equipment Covered Parking
81 Item 7.

Future Small Equipment Shed and Parking
82 Item 7.

Mezzanine with Shelving
83 Item 7.

Mechanic Shop
84 Item 7.

Poten�al Public and Employee Parking Lot at the Cal Oak Entrance 85 Item 7.

Material Laydown Yard
86 Item 7.

Aerial of 655 Cal Oak Road
87 Item 7.
88 Item 7.
89 Item 7.
90 Item 7.
91 Item 7.
92 Item 7.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: AMY BERGSTRAND, DIRECTOR

BUSINESS ASSISTANCE/HOUSING DEVELOPMENT
RE: ESTABLISH THE MISSION ESPERANZA PROJECT AS A PROJECT

WITH GREAT COMMUNITY BENEFIT AND CONSIDER DEFERRING

THE DEVELOPMENT IMPACT AND ART IN PUBLIC SPACES FEES

AND FRONTAGE IMPROVEMENT REQUIREMENTS
DATE: FEBRUARY 6, 2024

SUMMARY
The City Council may consider defer the Development Impact and Art in Public Spaces fees associated with new development projects and defer the frontage improvement costs until the change in use or the change in ownership, for the Oroville Rescue Mission (ORM) and the Mission Esperanza project.

DISCUSSION
The City of Oroville has been awarded two (2) rounds of Encampment Resolution Funding in support of the development of emergency shelter beds and services to serve chronically homeless and at-risk persons in the City of Oroville. The project also has financial support from both City and County ARPA funds.

Although the project is utilizing an existing facility and land, the project has run into several construction components that are substantially increasing the overall cost of the project and there simply isn’t sufficient funding to cover all of the costs of the project without causing detriment to the programmatic side of the project (services).

The Mission Esperanza project will help the city meet its emergency shelter housing needs which will provide safe space for unsheltered persons to go to get their basic needs met.

There is prevailing public interest and support for the project and the benefits it will bring to the community.

This project is of significant importance to the greater residents of the city, to the unsheltered population and to local businesses. The project demonstrates a significant benefit to the City as a whole and should be considered for a deferral of fees for both the development impact and art in public spaces fees, along with the deferral of frontage improvements. 93 Item 8.

Page 2 ends

This fee deferral request is being presented to Council in an effort to grant some financial relief and to help preserve the economic viability of the project.

There is substantial support from the community, the City and the County for a project that will bring about extraordinary charitable, civic, educational, and other similar benefits to the community. Staff recommend that the agreement for deferral of fees contains a requirement that the fees become due and payable to the City by the project owner/operator if the property is either converted to a use different from providing emergency shelter and related services, or if the property is sold.

The ORM requests that development impact and Art in Public Spaces fees associated with this development project be deferred and the frontage improvement requirements be deferred until either a change in use, or until a change of ownership. This will prevent overall up-front project costs from exceeding the available budget, but also will expedite the timeline for getting this project open and operating; every task extends the timeline for completion and frontage improvements are not necessary to the operation of the project.

FISCAL IMPACT
The cost to the City of a beneficial community project depends on many factors including the category of development structures, impact fees eligible for deferral and other factors. The estimated impact fees are approximately $45,385 for the commercial office space and all structures; including the 30 pallet shelters and accessible pallet shelters.

The preliminary estimate for fees due to SCOR are $235,330 that include the connection fees and sewer capacity study. The Art in Public Places Fee, School District Fees and LOAPUD fees will be determined by the total project cost when the plans have been finalized.

RECOMMENDATION

1. Defer the development impact and art in public spaces fees until change in use or change in ownership; and

2. Defer the frontage improvements until change in use or change in ownership; and

3. Acknowledge the Mission Esperanza project as a project with substantial community benefit and adopt a resolution waiving deferring development and art in public spaces fees, as well as frontage improvement costs associated with the project.

ATTACHMENTS

1. Letter from ORM requesting frontage improvements be deferred until change in ownership.
94 Item 8.

Oroville Rescue Mission
P.O. Box 2481 • Oroville, CA • 95965
530-533-9120
www.orovillerescuemission.com
January 22, 2024
Oroville City Council
1735 Montgomery Street
Oroville, CA 95965
Re: Deferral of Frontage Improvements
Dear Mayor PittmanAs you know, the Oroville Rescue Mission has been working diligently with the City of Oroville and Butte Construction Company to development the Mission Esperanza Project. This project will provide a vast array of both public and private services to Oroville’s most vulnerable residents, as well as providing up to 105 beds of congregate and non-congregate shelter to persons identified as unsheltered.

This project has the potential of providing great community benefit by building bed capacity and services for unsheltered individuals, but also by providing a means to meet the basic needs of persons who may be struggling with activities of daily life. The project will address a large encampment area in the city and will remediate that site/area once all persons residing in the area have been connected to services that they need and are eligible for. This action, alone, will improve those individual’s lives, but also provide a way for the project to remediate the impacts of homelessness within the encampment area while providing linkages to needed services to improve the lives of those that really desire assistance.

The costs to build the Mission Esperanza project are getting extremely close to exceeding the capital development budget and we really need to focus on the components of the project which impact the overall outcome of those that it will serve, while continuing to ensure participant health and safety. It is for budgetary purposes, as well as timeline purposes, that the Oroville Rescue Mission kindly requests that the frontage improvement costs be deferred until change of ownership. Frontage improvements will not improve the outcomes of the project for program participants but has the potential of intruding on service provision if development costs continue to increase. If the project site ends up changing hands or its intended purpose at a future date, the new owners can be held responsible for any required frontage improvements at that time.

Should you have any questions, or want to discuss the matter further, please reach out to me at (530) 624-8032 or to Suzi Kochems, consultant at (530) 228-7811.

Respectfully submitted,
Allan Dikes
Executive Director
95 Item 8.
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 CITY OF OROVILLE
RESOLUTION NO. 9220

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OROVILLE, CALIFORNIA

AUTHORIZING THE DEFERRAL OF DEVELOPMENT IMPACT AND ART IN PUBLIC

SPACES FEES AND FRONTAGE IMPROVEMENT REQUIREMENTS DIRECTLY

RELATED TO THE DEVELOPMENT OF THE MISSION ESPERANZA PROJECT WHEREAS, on September 4, 2018, the City Council adopted Resolution 8745 declaring a shelter crisis pursuant to SB 850 (Chapter 48, Statutes of 2018 and Government Code §8698.2); and
WHEREAS, the City of Oroville has developed a homelessness plan and has undertaken multiple efforts at the local level to combat homelessness; and WHEREAS, although the City of Oroville has been awarded Encampment Resolution Funding and American Rescue Plan Act funds for the development of the Mission Esperanza Project, funds are limited; and
WHEREAS, the costs of the capital improvements are nearly exceeding the development budget; and
WHEREAS, the Mission Esperanza Project will provide substantial community benefit.

NOW, THEREFORE, BE IT RESOLVED by the Oroville City Council as follows:

1. The Mayor is hereby authorized and directed to defer the development impact and art in public spaces fees, as well as to defer the frontage improvement costs, until either a chance in use or a change of ownership, for the Mission Esperanza project.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the City Council of the City of Oroville at a regular meeting on February 6, 2024, by the following vote:
96 Item 8.
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 CITY OF OROVILLE
RESOLUTION NO. 9220
AYES: Council Members Johnstone, Riggs, Thomson, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSTAIN: None
ABSENT: None

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:

Scott E. Huber, City Attorney Kayla Reaster, Assistant City Clerk 97 Item 8.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: PATRICK PIATT, COMMUNITY DEVELOPMENT DIRECTOR
RE: AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE CITY

OF OROVILLE AND THE YMCA OF SUPERIOR CALIFORNIA FOR

OPERATIONS AT THE CONVENTION CENTER
DATE: FEBRUARY 6, 2024

SUMMARY
The Council may consider amending the lease agreement with the YMCA of Superior California (YMCA) for the operation of the convention center.

DISCUSSION
The City of Oroville entered into an exclusive lease agreement (Attachment 3) with the YMCA to operate programs from the Oroville Convention Center (previously known as the Municipal Auditorium) in May of 2020. The lease agreement provided the YMCA the full use of the facility to operate programs for all age groups in exchange for lease payments (based on program revenue), and for assuming the responsibilities as managers promoting the facility, booking events, and providing routine maintenance.

In addition, the YMCA would pay for all utilities associated with the convention center.

Due to a fire caused by an arsonist there was an extensive amount of damage to the facility and additional issues were discovered during the repair of the fire damage.

Payments to the City had been suspended until the reconstruction was complete.

After reviewing the agreement, staff began a dialogue with the YMCA regarding lease and utility payments. Through this discussion, the YMCA informed the City that they had been operating at a financial loss and making payments for the use of the facility would not be possible.

The YMCA provides subsidies for residents and families that are unable to afford the full program fees. It is part of the general YMCA operating policies to provide subsidies which allow everyone in a community, particularly children and seniors, to have access to organized exercise and after school programs.
98 Item 9.

Page 2 ends

The recommended amendments to Agreement 3317 are being presented to Council to support the presence of the YMCA within the Oroville community and to encourage the YMCA to continue providing access to the services and the community members served, that may lose the social and health benefits provided by the YMCA. Attachment 2 is a redlined version of the original agreement illustrating the proposed changes.

City staff will revisit the agreement with the YMCA staff on a quarterly basis to evaluate activities, operations, and revenues to determine if an adjustment to rent or the cost of utilities is warranted, and to work with the YMCA towards their success and longevity as a provider of services to the Oroville community.

FISCAL IMPACT
The City will assume responsibility for the costs of utilities and insurance of the building.

RECOMMENDATION:

Direct the Mayor to execute the attached Amendment to Agreement #3317.

ATTACHMENTS:

1. Resolution No. _____ to amend Agreement 3317

2. Draft Amendment to Agreement #3317

3. Original Agreement #3317 Redlined
99 Item 9.

CITY OF OROVILLE
RESOLUTION NO. 9216
FIRST AMENDMENT TO AGREEMENT 3317 BETWEEN THE CITY OF OROVILLE AND THE

YMCA OF SUPERIOR CALIFORNIA
This Amendment, dated February 6, 2024, is to the Agreement 3317 ("Agreement") effective May 21,2020, between the City of Oroville ("City") and the YMCA of Superior California (YMCA),
In consideration of the terms and conditions herein, the City and YMCA agree that the Agreement shall be amended as follows:

1. Amendments to the Original agreement are found in the attached amended Agreement #3317.

2. Conflicts between this Amended Agreement and the Agreement shall be controlled by this Amendment. All other provisions within the Agreement not modified by this Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
__________________________________ _____________________________ David Pittman, Mayor YMCA Director
APPROVED AS TO FORM:
________________________
Scott E. Huber, City Attorney
100
Item 9.

CITY OF OROVILLE
RESOLUTION NO. 8863

A RESOLUTION OF THE OROVILLE CITY COUNCIL AUTHORIZING AND

DIRECTING THE MAYOR TO EXCUTE AN EXCLUSIVE OPERATING / LEASE

AGREEMENT WITH THE YMCA OF SUPERIOR CALIFORNIA FOR THE OPERATION OF THE MUNICIPAL AUDITORIUM LOCATED AT 1200 MYERST STREET,

OROVILLE
(Agreement No. 3317)
NOW THEREFORE, be it hereby resolved by the Oroville City Council as follows:

1. The Mayor is hereby authorized and directed to execute an exclusive operating/ lease agreement with the YMCA of Superior California for the operation of the Municipal Auditorium located at 1200 Myers Street, Oroville.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a special meeting on May 21, 2020, by the following vote:

AYES: Hatley, Smith, Goodson, Draper, Pittman, Thomson, Reynolds NOES: None
ABSTAIN: None
ABSENT: None
Chu
APPWM
Scott E. Huber, City Attorney
101
Item 9.
00143160.1 00070349.1 - Page 1 of 20 -
Agreement No. XXXX

CITY OF OROVILLE PUBLIC FACILITY

EXCLUSIVE OPERATING AND LEASE AGREEMENT
THIS EXCLUSIVE OPERATING AND LEASE AGREEMENT is made this 21st day of May, 2020, between the City of Oroville ("Landlord"), and The YMCA of Superior California ("Tenant").

BUSINESS TERMS
Landlord:

Tenant:

Premises:

Permitted Use:

Current Zoning:

Term:

Renewal Option:

Base Rent:

Net Lease:

CITY OF OROVILLE

THE YMCA OF SUPERIOR CALIFORNIA
Municipal Auditorium
1200 Myers Street
Mixed Use Commercial
CI - Limited Commercial
1 Years, Q months, plus an option to renew for4
consecutive one-year terms.

The renewal option may be subject to a rate adjustment to be determined before the end of the first one-year period. The first year of this amended agreement is a joint effort of the City and the Tenant to determine the viability of this endeavor.

In year one of the amended agreement the rent will be zero.

Future rent to be reconsidered on an ongoing bases through a collaboration between City and YMCA staff. Rent will be determined by mutual agreement and based upon net
revenue, if any, generated as a result of the use of this facility.

Tenant is to pay for all taxes and insurances required for program activities and share in common area maintenance charges.
102
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 2 of20 -
Security Deposit:

Rent Commencement:

Possession:

Condition of Premises:

Building Signage:

To be determined by amendment of this Agreement.

Security Deposit is held to mitigate damage that may result to the Premise from business operations. Deposit is returned in full with no interest when Premise has been vacated and inspected by the City of Oroville to assess its condition.

Rent, as subject to Paragraph 4, shall commence at any time that a determination has been made that rental payments are financially viable.

July 1, 2020, or after completion of fire damage repairs, whichever is later.

The Landlord is to provide Tenant the Premises in its "as is" condition, after repair of fire damage. Tenant is willing to take the Premises in "as is" condition subject to conducting a thorough assessment of the condition of the Premises by Tenant.

Any additional improvements by the Tenant shall be at
Tenant's sole cost and expense. A Tenant Improvement Plan shall be submitted to the City for approval prior to work being performed.

Signage shall be in conformance with the Zoning Code, sign regulations, and approved by Landlord prior to installation or placement per section 12 of this agreement. All signage shall be at the Tenant’s expense.

1. Granting Clause. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other Terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the Lease Term, subject to the Terms, covenants and conditions of this Lease.

2. Acceptance of Premises. Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants, and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. In no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items 103
Item 9.
00143160.1 - Page 3 of 20-
Agreement No. XXXX
00070349.1
that are Landlord's responsibility, including items relating to unrepaired fire damage.

The facility will be utilized for all activities that will enhance the quality of life for all the citizens of the City of Oroville. Tenant will use the Premises in a careful, safe, and proper manner and will not commit waste, overload the floor or structure of the Premises, or subject the Premises to use that would damage the Premises. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Premises. Tenant, at its sole expense, shall use and occupy the Premises in compliance with all laws, including, without limitation, the Americans with Disabilities Act, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively, "Legal Requirements") unless such Legal Requirements are met due to their "grandfathered" nature. Tenant shall, at its expense, make any alterations or modifications, within or without the Premises, that are required by Legal Requirements related to Tenant's use or occupation of the Premises unless such Legal Requirements are met due to their "grandfathered" nature. Tenant must receive Landlord's written authorization and approval for all alteration or modifications to the Premises. Tenant is responsible for compliance with all Americans with Disabilities requirement related to tenants programing and uses.

Landlord is responsible for American with Disabilities requirements related to structural changes as required by law and not met due to a "Grandfathered" exception.

4. Base Rent. Tenant shall not be required to pay an initial Base Rent in the amount set forth above. If at some point it has been determined that rent payments are viable due to increased revenues the first month's Base Rent, and the first monthly installment of estimated Operating Expenses (as hereafter defined) shall be due and payable on the date hereof, and Tenant promises to pay to Landlord in advance, without demand, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month succeeding the Commencement Date. Payments of Base Rent for any fractional calendar month shall be prorated. All payments required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from time to time specify in writing) shall be made by check of immediately available funds before 4:00 p.m., Pacific Time, at City of Oroville, Finance Department, 1735 Montgomery Street, Oroville, California, 95965, or as Landlord may from time to time designate to Tenant in writing. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due hereunder except as maybe expressly provide in this lease. If Tenant is delinquent in any monthly
104
Item 9.
105
Item 9.
00143160.1 - Page 5 of 20 -
Agreement No. XXXX
00070349.1
installment of Base Rent for more than 5 business days, Tenant shall pay to Landlord on demand a late charge equal to 5 percent of such delinquent sum. The provision for such late charge shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as a penalty.

5. Security Deposit. Tenant shall deposit with Landlord the sum set forth above. The first monthly installment shall be due concurrently with the extension of this Lease for year two. The second monthly installment shall be due with Tenant's payments beginning with the commencement of rent. The security deposit shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions to be performed by Tenant.

The security deposit shall not be assigned, transferred, or encumbered by Tenant, and any attempt to do so shall not be binding upon Landlord. If, at any time during the Term of this Lease, any rent or portion of any rent payable by Tenant to Landlord shall not be timely paid, then, Landlord may, at its option (but shall not be required to), appropriate and apply any portion of the security deposit to the payment of such overdue rent. Under no circumstancesshall Tenant apply the security deposit as Rent for the final months of the Lease. In the event of the failure of Tenant to keep and perform any of the Terms, covenants and conditions of this Lease to be kept and performed by Tenant, then, at the option of Landlord, Landlord may (butshall not be required to) appropriate and apply the security deposit, or so much so as may be necessary, to compensate Landlord for all loss or damage sustained orsuffered by Landlord due to such default on the part of Tenant. Should the entire security deposit, or any portion thereof, be appropriated and applied by Landlord for the purposes set forth herein, or for any other lawful purpose, then Tenant shall, within IO days after written demand by Landlord, deliver to Landlord a sufficient sum in cash to restore the security deposit to the original sum of the security deposit. Landlord shall not be obligated to keep the security deposit in a separate fund but may commingle the security deposit with its own funds. The failure of the Tenant to maintain the security deposit in the initial amount asstated above shall constitute a failure to pay rent and shall carry with it the consequences set forth in this Lease for failure to pay rent. Upon expiration of the Lease, the security deposit, if not applied toward the payment of Rent in arrears or toward the payment of damages suffered by Landlord by reason of Tenant's breach of this Lease, is to be returned to Tenant without interest, but in no event shall the security deposit be returned until Tenant has vacated the Leased Premises, delivered possession thereof to Landlord, and fully satisfied Tenant's obligations under this Lease.

6. Utilities. Until it is further determined that the YMCA has the financial capacity to pay for utilities at the Convention Center, Landlord shall cover the cost of all utilities except for the phone, cable, and internet services required for the operations of the YMCA. Until further determination, Landlord shall be responsible for the costs of water, trash, electrical, and gas.

7. Taxes. If any such tax or excise is levied or assessed directly against Tenant, including but not limited to possessory tax, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes levied or 106
Item 9.
00143160.1 -Page 6 of 20 -
Agreement No. XXXX
00070349.1
assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant.

8. Insurance. Landlord shall maintain all risk insurance covering risk property insurance and the full replacement cost of the building and may, but is not obligated to, maintain such other insurance and additional coverages asit may deem necessary, including, but not limited to, commercial liability insurance and rent loss insurance. The Premise or Building may be included in a blanket policy (in which case the cost of such insurance allocable to the Premise or Building will be determined by Landlord based upon the insurer's cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary because of Tenant's use of the Premises.

Tenant, at its expense, shall maintain during the Lease Term: all risk property insurance covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant's expense; workers' compensation insurance with no less than the minimum limits required by law; employer's liability insurance with such limits asrequired by law; and commercial liability insurance, with a minimum limit of $1,000,000 per occurrence and a minimum umbrella limit of $1,000,000, for a total minimum combined general liability and umbrella limit of $2,000,000 (together with such additional umbrella coverage as Landlord may reasonably require) for property damage, personal injuries, or deaths of persons occurring in or about the Premises. Landlord may from time to time require reasonable increases in any such limits. The commercial liability policies shall name Landlord as an additional insured, insure on an occurrence and not a claims-made basis, be issued by insurance companies which are reasonably acceptable to Landlord, not be cancelable unless 30 days' prior written notice shall have been given to Landlord, contain a hostile fire endorsement and a contractual liability endorsement and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant's policies). SUCH POLICIES OR CERTIFICATES

THEREOF SHALL BE DELIVERED TO LANDLORD BY TENANT UPON
COMMENCEMENT OF THE LEASE TERM AND UPON EACH_RENEWAL
OF SAID INSURANCE.
107
Item 9.
00143160.1 - Page 7 of 20 -
Agreement No. XXXX
00070349.1
The all-risk property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, their officers, directors, employees, managers, agents, invitees, and contractors, in connection with any loss or damage thereby insured against. Neither party nor its officers, directors, employees, managers, agents, invitees, or contractors shall be liable to the other for loss or damage caused by any risk coverable by all risk property insurance, and each party waives any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its agents, employees and contractors shall not be liable for, and Tenant hereby waives all c1aims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises from any cause whatsoever, including without limitation, damage caused in whole or in part, directly or indirectly, by the negligence of Landlord or its agents, employees or contractors.

9. Construction Allowance. None.

10. Landlord's Repairs. Landlord shall maintain, at its expense, the structural soundness of the roof, foundation, and exterior walls of the building in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, its agents and contractors excluded. The term "walls" as used in this Paragraph 11 shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, or office entries. Tenant shall promptly give Landlord written notice of any repair required by Landlord, after which Landlord shall have a reasonable opportunity to repair.

11. Tenant-Made Alterations and Trade Fixtures. Any alterations, additions, or improvements made by or on behalf of the Tenant to the Premises ("Tenant-Made Alterations")shall be subject toLandlord's prior written consent and at the expense of the tenant.

12. Signs. Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord's prior written consent. Upon surrender or vacation of the Premises, Tenant shall have removed all signs and repair, paint, and/or replace the building facia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for sign and exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject to Landlord's approval and conform in all respects to Landlord's requirements.
108
Item 9.
109
Item 9.
00143160.1 - Page 7 of 20-
Agreement No. XXXX
00070349.1

13. Parking. Off-street parking is provided by Landlord. Public parking is available to Tenant in City owned parking lots located near Premises.

14. Restoration. If at any time during the Lease Term the Premises are damaged by a fire or other casualty, Landlord shall notify Tenant within 60 days after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than 30 days after Landlord's notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take 6 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Base Rent and Operating Expenses shall be abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss.

15. Condemnation. If any part of the Premisesshould be taken for any public or quasi- public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a "Taking" or "Taken"), and the Taking would prevent or materially interfere with Tenant's use of the Premises or in Landlord's judgment would materially interfere with or impair its ownership or operation of the Premise, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant's Trade Fixtures, if a separate award for such items is made to Tenant.

16. Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, Tenant shall not assign this 110
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 8 of 20-
lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect.

For purposes of this paragraph, a transfer of the ownership interests resulting in a change of control of Tenant shal1 be deemed an assignment of this Lease. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease in an amount not to exceed $1,500.

Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 15 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue.

It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) an Event of Default has occurred and is continuing that would not be cured upon the proposed sublease or assignment; (ii) the assignee or sublessee does not have a net worth which is consistent with net worth of other tenant's which Landlord is entering into leases with in the Premise; (iii) the intended use of the Premises by the assignee or sublessee is not consistent with the use provision herein; (iv) occupancy of the Premises by the assignee or sublessee would, in Landlord's opinion, violate an agreement binding upon Landlord with regard to the identity of tenants, usage in the Premise, or similar matters; (v) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Premise; (vi) the assignment or sublet is to another tenant in the Premise and is at rates which are below those charged by Landlord for comparable space in the Premise and Landlord has space available in the Premise to accommodate the tenant's needs; (vii) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease; (viii) the proposed assignee or sublessee is a governmental agency; or (ix) there is vacant space in the Premise suitable for lease to the proposed sublessee or assignee. Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request.

Notwithstanding any assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or subletting's). In the event 111
Item 9.
00143160.1 00070349.1 - Page 9 of 20 -
Agreement No. XXXX
that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant sha11 be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) ofsuch excess rental and other excess consideration ("Profit") within 10 days following receipt of each month's Profit thereofby Tenant.

Profit shall be further defined to take into consideration all of Tenant's costs in any assignment of subletting including but not limited to real estate commissions, legal fees, marketing costs, any improvement allowance or other economic concession (planning allowance, moving expenses, etc.), paid by Tenant to sublessee or assignee.

If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.

17. Indemnification. Except for the negligence of Landlord, its agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord's agents, employees and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys' fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Premise and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted orsuffered by Tenant in or about the Premises or due to any other act or omission of Tenant, itssubtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations.

18. Inspection and Access. Landlord and its agents, representatives, and contractors may enter the Premises with prior notice at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord's representatives may enter the Premises during business hours for the purpose of showing the Premises to prospective purchasers and, during the last 4 months of the Lease Term, to prospective tenants. Landlord may erect or post a suitable sign on the Premises stating the Premises are available to let. Landlord may grant easements, make public dedications, designate common areas and create restrictions on or about the
112
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 10 of 20-
Premises, provided that no such easement, dedication, designation or restriction materially interferes with Tenant's use or occupancy of the Premises. At Landlord's request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions.

19. Quiet Enjoyment. If Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times during the Lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.

20. Surrender. Upon termination ofthe Lease Term or earlier Termination of Tenant's right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, broom clean, ordinary wear and tear and casualty loss and condemnation. AnyTrade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such property. AH obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and obligations concerning the condition and repair of the Premises.

21. Holding Over. If Tenant retains possession of the Premises after the termination of the Lease Term, unless otherwise agreed in writing, such possession shall be subject to immediate termination by Landlord at any time, and all of the other Terms and provisions of this Lease (excluding any expansion or renewal option or other similar right or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord from time to time, upon demand, as Base Rent for the holdover period, an amount equal to 150 percent the Base Rent in effect on the Termination date, computed on a monthly basis for each month or part thereof during such holding over. All other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by Landlord as a result ofsuch holding over. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided shall not be construed as consent for Tenant to retain possession of the Premises. "Possession of the Premises" shall continue until, among other things, Tenant has delivered all keys to the Premises to Landlord, Landlord has completed and total dominion and control over the Premises, and Tenant has completely fulfilled all obligations required of it upon termination of the Lease as set forth in this Lease, including, without limitation, those concerning the condition and repair of the Premises.
113
Item 9.
00143160.1 00070349.1 - Page 11 of 20 -
Agreement No. XXXX

22. Events of Default. Each of the following events shall be an event of default ("Event of Default") by Tenant under this Lease:

Tenant shall fail to pay any installment of Base Rent or any other payment required herein when due, and such failure shall continue for a period of 30 business days from the date such payment was due.

Tenant or any guarantor or surety of Tenant's obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a "proceeding for relief'); (C) become the subject of any proceeding for relief which is not dismissed within 60 days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).

Any insurance required to be maintained by the Tenant pursuant to this Lease shall be cancelled or terminated orshall expire orshall be reduced or materially changed, except, in each case, as permitted in this Lease.

Tenant shall not occupy or shall vacate the Premises or shall fail to continuously operate its business at the Premises for the permitted use set forth herein, whether or not Tenant is in monetary or other default under this Lease. Tenant's vacating of the Premises shall not constitute an Event of Default if, prior to vacating the Premises, Tenant has made arrangements reasonably acceptable to Landlord to (a) insure that Tenant'sinsurance for the Premises will not be voided or cancelled with respect to the Premises as a result ofsuch vacancy, (b) insure that the Premises are secured and not subject to vandalism, and (c) insure that the Premises will be properly maintained after such vacation. Tenant shall inspect the Premises at least once each month and report monthly in writing to Landlord on the condition of the Premises.

There shall occur any assignment, subleasing or other transfer of Tenant's interest in or with respect to this Lease except as otherwise permitted in this Lease.

Tenant shall fail to discharge any lien placed upon the Premises in violation of this Lease within 30 days after Tenant's receipt of notice of any such lien or encumbrance is filed against the Premises.

Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Paragraph 24, and except as otherwise expressly provided herein, such default shall continue for more than 30 days after Landlord shall have given Tenant written notice of such default. 114
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 12 of 20-

23. Landlord's Remedies. Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter at its election: terminate this Lease or Tenant's right of possession, (but Tenant shall remain liable as hereinafter provided) and/or pursue any other remedies at law or in equity not to exceed 90 days after tenant has vacated premises. Upon the Termination of this Lease or termination of Tenant's right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep in place and use, or remove and store, all of the furniture, fixtures and equipment at the Premises.

Except as otherwise provided in the next paragraph, if Tenant breaches this Lease and abandons the Premises prior to the end of the term hereof, or if Tenant's right to possession is terminated by Landlord because of an Event of Default by Tenant under this Lease, this Lease shall terminate. Upon such termination, Landlord may recover from Tenant the following, as provided in Section 1951.2 of the Civil Code of California: (i) the worth at the time of award of the unpaid Base Rent and other charges under this Lease that had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the reasonable value of the unpaid Base Rent and other charges under this Lease which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of the award by which the reasonable value of the unpaid Base Rent and other charges under this Lease for the balance of the term of this Lease after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or that in the ordinary course of things would be likely to result therefrom. As used herein, the following terms are defined: (a) the "worth at the time of award" of the amounts referred to in Sections (i) and (ii) is computed by allowing interest at the lesser of IO percent per annum or the maximum lawful rate. The "worth at the time of award" of the amount referred to in Section (iii) is computed by discounting such amount at the discount rate of the Federa1 Reserve Bank of San Francisco at the time of award plus one percent; (b) the "time of award" as used in c1auses (i), (ii), and (iii) above is the date on which judgment is entered by a court of competent jurisdiction; (c) The "reasonable value" of the amount referred to in clause (ii) above is computed by determining the mathematical product of (1) the "reasonable annual rental value" (as defined herein) and (2) the number of years, including fractional parts thereof, between the date of termination and the time of award. The "reasonable value" of the amount referred to in clause (iii) is computed by determining the mathematical product of (1) the annual Base Rent and other charges under this Lease and (2) the number of years including fractional parts thereof remaining in the balance of the term of this Lease after the time of award.
115
Item 9.
00143160.1 - Page 13 of 20 -
Agreement No. XXXX
00070349.1
Even though Tenant has breached this Lease and abandoned the Premises, this Lease sha11 continue in effect for so long as Landlord does not terminate Tenant's right to possession, and Landlord may enforce all itsrights and remedies under this Lease, including the right to recover rent as it becomes due. This remedy is intended to be the remedy described in California Civil Code Section 1951.4 and the following provision from such Civil Code Section is hereby repeated: "The Lessor has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations)." Any such payments due Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach.

Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination can be affected only by the written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce itsrights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific Terms, provisions, and covenants of this Lease or as having modified the same. Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord's right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of rent or other payment with knowledge of the breach of any covenant hereofshall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by law, Tenant waives the service of notice of Landlord's intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease, are not restricted to their technical legal meanings. Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion may determine (including without limitation a term different than the remaining Lease Term, rental concessions, alterations and repair of the Premises, lease of less than the entire Premisesto any tenant and leasing any or all other portions of the Premise before reletting the Premises). Landlord shall not be liable, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Premises or collect rent due in respect of such reletting. 116
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 14 of 20-

24. Tenant's Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 15 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 15 days, then after such period of time as is reasonably necessary). All obligations of Landlord herew1der shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord's obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The Term "Landlord" in this Lease shall mean only the owner, for the time being of the Premises, and in the event of the transfer by such owner of itsinterest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Lease Term upon each new owner for the duration of such owner's ownership. Any liability of Landlord under this Lease shall be limited solely to itsinterest in the Premise, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord.

25. Waiver of Jury Trial TENANT AND LANDLORD WAIVE ANY

RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN

RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,

TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING

OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR

AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED HERETO.

Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease asthough this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term "mortgage" whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the "holder" of a mortgage shall be deemed to include the beneficiary under a deed of trust.
117
Item 9.
00143160.1 - Page 15 of 20 -
Agreement No.XXXX
00070349.1

27. Mechanic's Liens. Tenant has no express or implied authority to create or place any lien or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in, the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises and that it will save and hold Landlord harmless from all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the interest of Landlord in the Premises or under this Lease. Tenant shall give Landlord immediate written notice of the placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be discharged within 30 days of the filing or recording thereof; provided, however, Tenant may contest such liens or encumbrances aslong assuch contest prevents foreclosure of the lien or encumbrance and Tenant causessuch lien or encumbrance to be bonded or insured over in a manner satisfactory to Landlord within such 30-day period. Landlord may require tenant to provide to Landlord all documentsto establish payment by Tenant for all work performed by third parties.

28. Estoppel Certificates. Tenant agrees, from time to time, within 10 days after request of Landlord, to execute and deliver to Landlord, or Landlord's designee, any estoppel certificate requested by Landlord, stating that this Lease isin full force and effect, the date to which rent has been paid, that Landlord is not in default hereunder (or specifying in detail the nature of Landlord's default), the Termination date of this Lease and such other matters pertaining to this Lease as may be requested by Landlord. Tenant's obligation to furnish each estoppel certificate in a timely fashion is a material inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant's obligations to timely deliver an estoppel certificate.

29. Environmental Requirements. Except for Hazardous Material contained in products used byTenant in de minimis quantities for ordinary cleaning and office purposes, Tenant shall not permit or cause any party to bring any Hazardous Material upon the Premises or transport, store, use, generate, manufacture or release any Hazardous Material in or about the Premises without Landlord's prior written consent. Tenant, at its sole cost and expense, shall operate its business in the Premises in strict compliance with all Environmental Requirements and shall remediate in a manner satisfactory to Landlord any Hazardous Materials released on or from the Premise by Tenant, its agents, employees, contractors, subtenants or invitees. Tenant shall complete and certify to disclosure statements as requested by Landlord from time to time relating to Tenant's transportation, storage, use, generation, manufacture or release of Hazardous Materials on the Premises. The Term "Environmental Requirements" means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without limitation, the following: the Comprehensive 118
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 16 of 20 -
Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The term "Hazardous Materials'' means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought on the Premises by Tenant, its agents, employees, contractors or invitees, and the wastes, byproducts, or residues generated, resulting, or produced therefrom.

Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including, without limitation, diminution in value of the Premises and loss of rental income from the Premise), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys' fees, consultant fees or expert fees and including, without limitation, removal or management of any asbestos brought into the property or disturbed in breach of the requirements, regardless of whether such removal or management is required by law) which are brought or recoverable against, or suffered or incurred by Landlord as a result of any release of Hazardous Materials for which Tenant is obligated to remediate as provided above or any other breach of the requirements by Tenant, its agents, employees, contractors, subtenants, assignees or invitees, regardless of whether Tenant had knowledge of such noncompliance. The obligations of Tenant shall survive any termination of this Lease.

Landlord shall have access to, and a right to perform inspections and tests of, the Premises to determine Tenant's compliance with Environmental Requirements, its obligations, or the environmental condition of the Premises. Access shall be granted to Landlord upon Landlord's prior notice to Tenant and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant's operations. Such inspections and tests shall be conducted at Landlord's expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests. Landlord's receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord holds against Tenant.

30. Rules and Regulations. Tenant shall, at all times during the Lease Term and any extension thereof, comply with all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Premises.

The current rules and regulations are attached hereto. In the event of any conflict between said rules and regulations and other provisions of this Lease, the other terms and provisions of this Lease shall control. Landlord shall not have any 119
Item 9.
00143160.1 - Page 17 of 20 -
Agreement No.XXXX
00070349.1
liability or obligation for the breach of any rules or regulations by other tenants in the Premise.

31. Security Service. Tenant acknowledges and agrees that, while Landlord may patrol the Premise, Landlord is not providing any security services with respect to the Premises and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach ofsecurity with respect to the Premises.

32. Force Majeure. Landlord shall not be held responsible for delays in the performance of its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, delay in issuance of permits, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Landlord ("Force Majeure").

33. Entire Agreement. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof. No representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior agreements, promises, negotiations, or representations are superseded by this Lease. This Lease may not be amended except by an instrument in writing signed by both parties hereto.

34. Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that isillegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.

35. Brokers. Tenant represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about thistransaction, otherthan the broker, if any,set forth on the first page of this Lease, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction.
120
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 18 of 20-

36. Miscellaneous.
(a) Any payments or charges due from Tenant to Landlord hereunder shall be considered rent for all purposes of this Lease.
(b) If and when included within the term "Tenant," as used in this instrument, there is more than one person, firm or corporation, each shall be jointly and severally liable for the obligations of Tenant.
(c) All notices required or permitted to be given under this Lease shall be in writing and shall be sent by certified mail, return receipt requested, or by handdelivery addressed to the parties at their addresses below, and with a copy sent to Landlord at City of Oroville, Attn: City Administrator, 1735 Montgomery Street, Oroville, California, 95965. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery. Any issues regarding the safe use and operation of the facility as a result of a defect or damage to the facility shall be reported immediately to the Landlord or Landlord's representative either in person or by telephone.
(d) Except as otherwise expressly provided in this Lease or as otherwise required by law, Landlord retains the absolute right to withhold any consent or approval.
(e) The nominal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto.
(f) The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.
(g) Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.
(h) Any amount not paid by Tenant within 5 days after its due date in accordance with the terms of this Lease shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable law or IO percent per year. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease.
121
Item 9.

If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comp]y with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder. (i) Construction and interpretation of this Lease shall be governed by the laws of the state in which the Premise is located, excluding any principles of conflicts of laws.

G) Time is of the essence as to the performance of Tenant's obligations under this Lease.
(k) All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any conflict between such exhibits or addenda and the Terms of this Lease, such exhibits or addenda shall control. (1) In the event either party hereto initiates litigation to enforce the terms and provisions of this Lease, the non-prevailing party in such action shall reimburse the prevailing party for its reasonable attorney's fees, filing fees, and court costs. (n) In the event the total square footage and/or the footprint of the Leased Premises is modified by Landlord for purposes of practicality in compliance with any state or federal law, including but not limited to the Americans with Disabilities Act, Tenant agrees to accept such modifications without compensation. In the event Tenant reasonably believes such modifications prevent Tenant's Use of the Premises Tenant's sole remedy is to meet and confer with Landlord to seek voluntary modification of the Lease.

37. Landlord's Lien/Security Interest. Tenant hereby grants Landlord a security interest, and this Lease constitutes a security agreement, within the meaning of and pursuant to the Uniform Commercial Code of the state in which the Premises are situated as to all of Tenant's property situated in, or upon, or used in connection with the Premises (except merchandise sold in the ordinary course of business) as security for all of Tenant's obligations hereunder, including, without limitation, the obligation to pay rent. Such encumbered includes specifically all trade and other fixtures for the purpose of this Paragraph and inventory, equipment, contract rights, accounts receivable and the proceeds thereof. In order to perfect such security interest, Tenant shall execute such financing statements and file the same at Tenant's expense at the state and county Uniform Commercial Code filing offices as often as Landlord in its discretion shall require; and Tenant hereby irrevocably appoints Landlord its agent for the purpose of executing and filing such financing statements on Tenant's behalf as Landlord shall deem necessary. 00143160.1
Agreement No. XXXX
00070349.1 - Page 19 of 20 -
122
Item 9.
00143160.1 - Page 20 of 20 -
Agreement No. XXXX
00070349.1
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

CITY OF OROVILLE

LANDLORD
By:

YMCA OFSUPERJOR CALIFORNLA
ATTEST
By:
::PRO
Scott E. Huber, City Attorney
123
Item 9.

CITY OF OROVILLE
RESOLUTION NO. 8863

A RESOLUTION OF THE OROVILLE CITY COUNCIL AUTHORIZING AND

DIRECTING THE MAYOR TO EXCUTE AN EXCLUSIVE OPERATING / LEASE

AGREEMENT WITH THE YMCA OF SUPERIOR CALIFORNIA FOR THE OPERATION OF THE MUNICIPAL AUDITORIUM LOCATED AT 1200 MYERST STREET,

OROVILLE
(Agreement No. 3317)
NOW THEREFORE, be it hereby resolved by the Oroville City Council as follows:

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a special meeting on May 21, 2020, by the following vote:

AYES: Hatley, Smith, Goodson, Draper, Pittman, Thomson, Reynolds NOES: None
ABSTAIN: None
ABSENT: None
Chu
APPWM
Scott E. Huber, City Attorney
124
Item 9.
00143160.1 00070349.1 - Page 1 of 20 -
Agreement No. XXXX

CITY OF OROVILLE PUBLIC FACILITY

BUSINESS TERMS
Landlord:

Tenant:

Premises:

Permitted Use:

Current Zoning:

Term:

Renewal Option:

Base Rent:

Net Lease:

CITY OF OROVILLE

THE YMCA OF SUPERIOR CALIFORNIA
Municipal Auditorium
1200 Myers Street
Mixed Use Commercial
CI - Limited Commercial
.l Years, Q months, plus an option to renew for.4
consecutive one year terms.

The renewal option shall may be subject to a rate adjustment.

The to be determined after before the end of the first one-year period. The first year of this amended agreement is a joint effort of the City and the TennTermant to determine the viability of this endeavor.

In Yyear- one of the amended agreement the rent will be zero. Future rent to be determined reconsidered on a
quarterly bases through a collaboration between City and YMCA staffin year two of this agreement. Rent will be
detennined by mutual agreement and based upon net
revenue, if any, generated as a result of use of this facility.

Tenant is to pay for all taxes and, insurances required for program activities, and share in common area maintenance charges.

The tenant is responsible for all occupancy costs for the Premise.
125
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 2 of20 -
Security Deposit:

Rent Commencement:

Possession:

Condition of Premises:

Building Signage:

To be determined by amendment of this Agreement.

Rent, as subject to Paragraph 4, shall commence at any
such time on July I, 2021, or one year after the Landlord's completion of the construction and repair of fire damage, whichever is later that a determination has been made that rental payments are financially viable.

July 1, 2020 or after completion of fire damage repairs, whichever is later.

Any additional improvements by Tenant shall be at Tenant's sole cost and expense. A Tenant Improvement Plan shall be submitted to the City for approval prior to work being
performed.

1. Granting Clause. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other tennTerms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the Lease TennTerm, subject to the tennTerms, covenants and conditions of this Lease.

2. Acceptance of Premises. Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. In no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the 126
Item 9.
00143160.1 00070349.1 - Page 3 of 20 -
Agreement No. XXXX
Premises shall be conclusive evidence that Tenant acceptsthe Premises and that the Premises were in good condition at the time possession was taken except for items 127
Item 9.
128
Item 9.
00143160.1 - Page 3 of 20-
Agreement No.XXXX
00070349.1
that are Landlord's responsibility, including items relating to unrepaired fire damage.

3. Use. The Premises shall be used only for the purpose of providing activities consistent with current activities provided by the YMCA. The facility will primarily be used for, but not limited to, physical exercise activities for all ages. The facility will be utilized for all activities that will enhance the quality of life for all the citizens of the City of Oroville. Tenant will use the Premises in a careful, safesafe, and proper manner and will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premises. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Premises. Tenant, at its sole expense, shall use and occupy the Premises in compliance with all laws, including, without limitation, the Americans With Disabilities Act, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively, "Legal Requirements") unless such Legal Requirements are met due to their "grandfathered" nature. Tenant shall, at its expense, make any alterations or modifications, within or without the Premises, that are required by Legal Requirements related to Tenant's use or occupation of the Premises unless such Legal Requirements are met due to their "grandfathered" nature. Tenant must receive Landlord's written authorization and approval for all alteration or modifications to the Premises. Tenant is responsible for compliance with all Americans with Disabilities requirement related to tenants programing and uses. Landlord is responsible for American with Disabilities requirements related to structural changes as required by law and not met due to a "Grandfathered" exception.

4. Base Rent. Tenant shall not be required to pay an initialBase Rent in the amount set forth above. If at some po int it h as b een d etermin ed th at rent p aymen ts are viab le du e to in creased revenu es In the second year of this Lease, the first month's Base Rent, and the first monthly installment of estimated Operating Expenses (as hereafter defined) shall be due and payable on the date hereof, and Tenant promises to pay to Landlord in advance, without demand, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month succeeding the Commencement Date. Payments of Base Rent for any fractional calendar month shall be prorated. All payments required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from time to time specify in writing) shall be made by check of immediately available funds before 4:00 p.m., Pacific Time, at City of Oroville, Finance Department, 1735 Montgomery Street, Oroville, California, 95965, or as Landlord may from time to time designate to Tenant in writing. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are Formatted: Numbered + Level: 2 + Numbering
Style: 1, 2, 3, … + Start at: 1 + Alignment: Left +
Aligned at: 0.53" + Indent at: 1.01"
Formatted: Numbered + Level: 2 + Numbering
Style: 1, 2, 3, … + Start at: 1 + Alignment: Left +
Aligned at: 0.53" + Indent at: 1.01"
129
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 4 of 20 -
independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due hereunder except as may be 130
Item 9.
131
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 6 of 20 -
expressly provided in this Lease. If Tenant is delinquent in any monthly installment of Base Rent for more than 5 business days, Tenant shall pay to Landlord on demand a late charge equal to 5 percent ofsuch delinquent sum. The provision for such late charge shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as a penalty.

5. Security Deposit. Tenant shall deposit with Landlord the sum set forth above.

The first monthly installment shall be due concurrently with the extension of this Lease for year two. The second monthly instalJment shall be due with Tenant's payments beginning with the commencement of rent. The security deposit shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions to be performed by Tenant. The security deposit shall not be assigned, transferred or encumbered by Tenant, and any attempt to do so shall not be binding upon Landlord. If, at any time during the tennTerm of this Lease, any rent or portion of any rent payable by Tenant to Landlord shall not be timely paid, then, Landlord may, at its option (but shall not be required to), appropriate and apply any portion of the security deposit to the payment of such overdue rent. Under no circumstancesshall Tenant apply the security deposit as Rent for the final months of the Lease. In the event of the failure of Tenant to keep and perfonn any of the tennTerms, covenants and conditions of this Lease to be kept and performed by Tenant, then, at the option of Landlord, Landlord may (butshall not be required to) appropriate and apply the security deposit, or so much so as may be necessary, to compensate Landlord for all loss or damage sustained or suffered by Landlord due to such default on the part of Tenant. Should the entire security deposit, or any portion thereof, be appropriated and applied by Landlord for the purposes set forth herein, or for any other lawful purpose, then Tenant shall, within IO days after written demand by Landlord, deliver to Landlord a sufficient sum in cash to restore the security deposit to the original sum of the security deposit. Landlord shall not be obligated to keep the security deposit in a separate fund but may commingle the security deposit with its own funds. The failure of Tenant to maintain the security deposit in the initial amount asstated above shall constitute a failure to pay rent and shall carry with it the consequences set forth in this Lease for failure to pay rent. Upon expiration of the Lease, the security deposit, if not applied toward the payment of Rent in arrears or toward the payment of damages suffered by Landlord by reason of Tenant's breach of this Lease, is to be returned to Tenant without interest, but in no event shall the security deposit be returned until Tenant has vacated the Leased Premises, delivered possession thereof to Landlord, and fully satisfied Tenant's obligations under this Lease.
6Utilities. Landlord will pay agreed upon amount of utilities due to the colocation of City Services at facility. Tenant shall pay for all water, gas, electricity, heat, light, power, telephone, sprinkler services, refuse and trash collection, and other utilities and services used on the Premises, all maintenance chargesfor utilities, and any othersimilar chargesfor utilitiesimposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like pertaining to Tenant's use of the Premises, above agreed Formatted: Numbered + Level: 2 + Numbering
Style: 1, 2, 3, … + Start at: 1 + Alignment: Left +
Aligned at: 0.53" + Indent at: 1.01"
Formatted: Left, Indent: Left: 1.01", First line: 0"
132
Item 9.
00143160.1 - Page 7 of 20 -
Agreement No. XXXX
00070349.1
upon prorated amount.Landlord may causeatTenant'sexpenseanyutilitiestobeseparately metered orcharged directly

7. Taxes. If any such tax or excise is levied or assessed directly against Tenant, including but not limited to possessory tax, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant.

8. Insurance. Landlord shall maintain all risk property insurance covering the full replacement cost of the Building. Landlord risk property insurance and the full replacement cost of the building and may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary, including, but not limited to, commercial liability insurance and rent loss insurance. All such insurance shall be included as part of the Operating Expenses charged to Tenant.

The Premise or Building may be included in a blanket policy (in which case the cost of such insurance allocable to the Premise or Building will be determined by Landlord based upon the insurer's cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of Tenant's use of the Premises.

Tenant, at its expense, shall maintain during the Lease Termnn: all risk property insurance covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant's expense; workers' compensation insurance with no less than the minimum limits required by law; employer's liability insurance with such limits as required by law; and commercial liability insurance, with a minimum limit of $1,000,000 per occurrence and a minimum umbrella limit of $1,000,000, for a total minimum combined general liability and umbrella limit of $2,000,000 (together with such additional umbrella coverage as Landlord may reasonably require) for property damage, personal injuries, or deaths of persons occurring in or about the Premises. Landlord may from time to time require reasonable increases in any such limits. The commercial liability policies shall name Landlord as an additional insured, insure on an occurrence and not a claims-made basis, be issued by insurance companies which are reasonably acceptable to Landlord, not be cancelable unless 30 days' prior written notice shall have been given to Landlord, contain a hostile fire endorsement and a contractual liability endorsement and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant's policies). SUCH POLICIES OR CERTIFICATES

THEREOF SHALL BE DELIVERED TO LANDLORD BY TENANT UPON
COMMENCEMENT OF THE LEASE TERM AND UPON EACH_RENEWAL
OF SAID INSURANCE.

Formatted: Indent: First line: 0"
Formatted: Font: Bold
133
Item 9.
00143160.1 -Page 8 of 20 -
Agreement No. XXXX
00070349.1
The all-risk property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, their officers, directors, employees, managers, agents, invitees and contractors, in connection with any loss or damage thereby insured against. Neither party nor its officers, directors, employees, managers, agents, invitees or contractors shall be liable to the other for loss or damage caused by any risk coverable by all risk property insurance, and each party waives any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its agents, employees and contractors shall not be liable for, and Tenant hereby waives all c1aims against such partiesfor, businessinterruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises from any cause whatsoever, including without limitation, damage caused in whole or in part, directly or indirectly, by the negligence of Landlord or its agents, employees or contractors.

9. Construction Allowance. None.

10. Landlord's Repairs. Landlord shall maintain, at its expense, the structural soundness of the roof, foundation, and exterior walls of the Building in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, its agents and contractors excluded. The term "walls" as used in this Paragraph 11 shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, or office entries. Tenant shall promptly give Landlord written notice of any repair required by Landlord, after which Landlord shall have a reasonable opportunity to repair.

11. Tenant-Made Alterations and Trade Fixtures. Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises ("Tenant-Made Alterations") shall be subject to Landlord's prior written consent and at the expense of the tenant.

12. Signs. Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord's prior written consent. Upon surrender or vacation of the Premises, Tenant shall have removed all signs and repair, paint, and/or replace the building facia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for sign and exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject to Landlord's approval and conform in all respects to Landlord's requirements.
134
Item 9.
00143160.1 - Page 7 of 20-
Agreement No. XXXX
00070349.1

13. Parking. Off-street parking is provided by Landlord. Public parking is available to Tenant in City owned parking lots located near Premises.

15. Condenmation. If any part of the Premises should be taken for any public or quasi- public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a "Taking" or "Taken"), and the Taking would prevent or materially interfere with Tenant's use of the Premises or in Landlord's judgment would materially interfere with or impair its ownership or operation of the Premise, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant's Trade Fixtures, if a separate award for such items is made to Tenant.

16. Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, Tenant shall not assign this 135
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 8 of 20-
Lease or
136
Item 9.
00143160.1 - Page 9 of 20-
Agreement No. XXXX
00070349.1
sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests resulting in a change of control of Tenant shal1 be deemed an assignment of this Lease. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease in an amount not to exceed $1,500. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 15 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue.

Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request.

Notwithstanding any assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or subletting's). In the event 137
Item 9.
138
Item 9.
00143160.1 00070349.1 - Page 9 of 20 -
Agreement No.XXXX
that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant sha11 be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of such excess rental and other excess consideration ("Profit") within 10 days following receipt of each month's Profit thereofby Tenant.

17. Indemnification. Except for the negligence of Landlord, its agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord's agents, employees and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys' fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Premise and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations.

18. Inspection and Access. Landlord and its agents, representatives, and contractors may enter the Premises with prior notice at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord's representatives may enter the Premises during business hours for the purpose of showing the Premises to prospective purchasers and, during the last 4 months of the Lease Term, to prospective tenants. Landlord may erect or post a suitable sign on the Premises stating the Premises are available to let. Landlord may grant easements, make public dedications, designate common areas and create 139
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 10 of 20-
restrictions on or about the
140
Item 9.
00143160.1 00070349.1 - Page 11 of 20 -
Agreement No.XXXX
Premises, provided that no such easement, dedication, designation or restriction materially interferes with Tenant's use or occupancy of the Premises. At Landlord's request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions.

20. Surrender. Upon termination of the Lease Term or earlier tennTermination of Tenant's right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, broom clean, ordinary wear and tear and casualty loss and condemnation. Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such property. AH obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and obligations concerning the condition and repair of the Premises.

21. Holding Over. If Tenant retains possession of the Premises after the termination of the Lease TennTerm, unless otherwise agreed in writing, such possession shall be subject to immediate termination by Landlord at any time, and all of the other tennTerms and provisions of this Lease (excluding any expansion or renewal option or other similar right or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord from time to time, upon demand, as Base Rent for the holdover period, an amount equal to 150 percent the Base Rent in effect on the tennTermination date, computed on a monthly basis for each month or part thereof during such holding over. All other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by Landlord as a result of such holding over. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided shall not be construed as consent for Tenant to retain possession of the Premises. "Possession of the Premises" shall continue until, among other things, Tenant has delivered all keys to the Premises to Landlord, Landlord has complete and total dominion and control over the Premises, and Tenant has completely fulfilled all obligations required of it upon termination of the Lease as set forth in this Lease, including, without limitation, those concerning the condition and repair of the Premises. 141
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 12 of 20-

22. Events of Default. Each of the following events shall be an event of default ("Event of Default") by Tenant under this Lease:

Tenant or any guarantor orsurety of Tenant's obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a "proceeding for relief'); (C) become the subject of any proceeding for relief which is not dismissed within 60 days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).

Any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease.

Tenant shall not occupy or shall vacate the Premises or shall fail to continuously operate its business at the Premises for the permitted use set forth herein, whether or not Tenant is in monetary or other default under this Lease. Tenant's vacating of the Premises shall not constitute an Event of Default if, prior to vacating the Premises, Tenant has made arrangements reasonably acceptable to Landlord to (a) insure that Tenant's insurance for the Premises will not be voided or cancelled with respect to the Premises as a result ofsuch vacancy, (b) insure that the Premises are secured and not subject to vandalism, and (c) insure that the Premises will be proper!y maintained after such vacation. Tenant shall inspect the Premises at least once each month and report monthly in writing to Landlord on the condition of the Premises.

There shall occur any assignment, subleasing or other transfer of Tenant's interest in or with respect to this Lease except as otherwise pennitted in this Lease.

Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Paragraph 24, and except as otherwise expressly provided herein, such default shall continue for more than 30 days after Landlord shall have given Tenant written notice of such default. 142
Item 9.
00143160.1 00070349.1 - Page 13 of 20 -
Agreement No.XXXX

23. Landlord's Remedies. Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter at its election: terminate this Lease or Tenant's right of possession, (but Tenant shall remain liable as hereinafter provided) and/or pursue any other remedies at law or in equity not to exceed 90 days after tenant has vacated premises. Upon the tennTermination of this Lease or termination of Tenant's right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep in place and use, or remove and store, all of the furniture, fixtures and equipment at the Premises.

Except as otherwise provided in the next paragraph, if Tenant breaches this Lease and abandons the Premises prior to the end of the term hereof, or if Tenant's right to possession is terminated by Landlord because of an Event of Default by Tenant under this Lease, this Lease shall terminate. Upon such termination, Landlord may recover from Tenant the following, as provided in Section 1951.2 of the Civil Code of California: (i) the worth at the time of award of the unpaid Base Rent and other charges under this Lease that had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the reasonable value of the unpaid Base Rent and other charges under this Lease which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of the award by which the reasonable value of the unpaid Base Rent and other charges under this Lease for the balance of the term of this Lease after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; and (iv) any other amount necessary to compensate Landlord for aII the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or that in the ordinary course of things would be likely to result therefrom. As used herein, the following terms are defined: (a) the "worth at the time of award" of the amounts referred to in Sections (i) and (ii) is computed by allowing interest at the lesser of IO percent per annum or the maximum lawfu] rate. The "worth at the time of award" of the amount referred to in Section (iii) is computed by discounting such amount at the discount rate of the Federa1 Reserve Bank of San Francisco at the time of award plus one percent; (b) the "time of award" as used in c1auses (i), (ii), and (iii) above is the date on which judgment is entered by a court of competent jurisdiction; (c) The "reasonable value" of the amount referred to in clause (ii) above is computed by determining the mathematical product of (1) the "reasonable annual rental value" (as defined herein) and (2) the number of years, including fractional parts thereof, between the date of termination and the time of award. The "reasonable value" of the amount referred to in clause (iii) is computed by determining the mathematical product of (1) the annual Base Rent and other charges under this Lease and (2) the number of years including fractional parts thereof remaining in the balance of the term of this Lease after the time of award.
143
Item 9.
144
Item 9.
00143160.1 - Page 13 of 20 -
Agreement No. XXXX
00070349.1
Even though Tenant has breached this Lease and abandoned the Premises, this Lease sha11 continue in effect for so long as Landlord does not terminate Tenant's right to possession, and Landlord may enforce all its rights and remedies under this Lease, including the right to recover rent as it becomes due. This remedy is intended to be the remedy described in California Civil Code Section 1951.4 and the following provision from such Civil Code Section is hereby repeated: "The Lessor has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations)." Any such payments due Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach.

Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination can be affected only by the written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific tennTerms, provisions, and covenants of this Lease or as having modified the same. Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord's right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of rent or other payment with knowledge of the breach of any covenant hereofshall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by law, Tenant waives the service of notice of Landlord's intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease, are not restricted to their technical legal meanings. Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion may determine (including without limitation a term different than the remaining Lease Term, rental concessions, alterations and repair of the Premises, lease of less than the entire Premises to any tenant and leasing any or all other portions of the Premise before reletting the Premises). Landlord shall not be liable, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Premises or collect rent due in respect of such reletting.
145
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 14 of 20-

24. Tenant's Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 15 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 15 days, then after such period of time as is reasonably necessary). All obligations of Landlord herew1der shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord's obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The tennTerm "Landlord" in this Lease shall mean only the owner, for the time being of the Premises, and in the event of the transfer by such owner of itsinterest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Lease TennTerm upon each new owner for the duration of such owner's ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the Premise, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord.

25. Waiver of Jury Trial TENANT AND LANDLORD WAIVE ANY

RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN

RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,

TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING

OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR

AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED HERETO.

26. Subordination. This Lease and Tenant'sinterest and rights hereunder are and shall be subject and subordinate at all times to the lien of any mortgage, now existing or hereafter created on or against the Premise or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensionsthereof, without the necessity of any further instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of any such mortgage, to attom to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confinning such subordination and such instruments of attomment as shall be requested by any such holder. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term "mortgage" whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the "holder" of a mortgage shall be deemed to include the beneficiary under a deed of trust.
146
Item 9.
00143160.1 - Page 15 of 20 -
Agreement No.XXXX
00070349.1

Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises and that it will save and hold Landlord harmless from all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the interest of Landlord in the Premises or under this Lease. Tenant shall give Landlord immediate written notice of the placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be discharged within 30 days of the filing or recording thereof; provided, however, Tenant may contest such liens or encumbrances as long as such contest prevents foreclosure of the lien or encumbrance and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory to Landlord within such 30-day period. Landlord may require tenant to provide to Landlord all documents to establish payment by Tenant for all work performed by third parties.

28. Estoppel Certificates. Tenant agrees, from time to time, within 10 days after request of Landlord, to execute and deliver to Landlord, or Landlord's designee, any estoppel certificate requested by Landlord, stating that this Lease is in full force and effect, the date to which rent has been paid, that Landlord is not in default hereunder (or specifying in detail the nature of Landlord's default), the tennTermination date of this Lease and such other matters pertaining to this Lease as may be requested by Landlord. Tenant's obligation to furnish each estoppel certificate in a timely fashion is a material inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant's obligations to timely deliver an estoppel certificate.

29. Environmental Requirements. Except for Hazardous Material contained in products used by Tenant in de minimis quantities for ordinary cleaning and office purposes, Tenant shall not pennit or cause any party to bring any Hazardous Material upon the Premises or transport, store, use, generate, manufacture or release any Hazardous Material in or about the Premises without Landlord's prior written consent. Tenant, at its sole cost and expense, shall operate its business in the Premises in strict compliance with all Environmental Requirements and shall remediate in a manner satisfactory to Landlord any Hazardous Materials released on or from the Premise by Tenant, its agents, employees, contractors, subtenants or invitees. Tenant shall complete and certify to disclosure statements as requested by Landlord from time to time relating to Tenant's transportation, storage, use, generation, manufacture or release of Hazardous Materials on the Premises. The tennTerm "Environmental Requirements" means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without limitation, the following: the Comprehensive 147
Item 9.
00143160.1
Agreement No.XXXX
00070349.1 - Page 16 of 20 -
Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The term "Hazardous Materials'' means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought on the Premises by Tenant, its agents, employees, contractors or invitees, and the wastes, byproducts, or residues generated, resulting, or produced therefrom.

30. Rules and Regulations. Tenant shall, at all times during the Lease TennTerm and any extension thereof, comply with all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Premises.

The current rules and regulations are attached hereto. In the event of any conflict between said rules and regulations and other provisions of this Lease, the other terms and provisions of this Lease shall control. Landlord shall not have any 148
Item 9.
00143160.1 - Page 17 of 20 -
Agreement No.XXXX
00070349.1
liability or obligation for the breach of any rules or regulations by other tenants in the Premise.

32. Force Majeure. Landlord shall not be held responsible for delays in the perfonnance of its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, delay in issuance of permits, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Landlord ("Force Majeure").

It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that isillegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.

35. Brokers. Tenant represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction, other than the broker, if any, set forth on the first page of this Lease, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction. 149
Item 9.
00143160.1
Agreement No. XXXX
00070349.1 - Page 18 of 20-

36. Miscellaneous.
(a) Any payments or charges due from Tenant to Landlord hereunder shall be considered rent for all purposes of this Lease.
(b) If and when included within the term "Tenant," as used in this instrument, there is more than one person, firm or corporation, each shall be jointly and severally liable for the obligations of Tenant.
(c) All notices required or permitted to be given under this Lease shall be in writing and shall be sent by certified mail, return receipt requested, or by handdelivery addressed to the parties at their addresses below, and with a copy sent to Landlord at City of Oroville, Attn: City Administrator, 1735 Montgomery Street, Oroville, California, 95965. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery. Any issues regarding the safe use and operation of the facility as a result of a defect or damage to the facility shall be reported immediately to the Landlord or Landlord's representative either in person or by telephone.
(d) Except as otherwise expressly provided in this Lease or as otherwise required by law, Landlord retains the absolute right to withhold any consent or approval.
(e) The nonnalnominal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto. (f) The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.
(g) Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unlessthe context otherwise requires. The captionsinserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.
(h) Any amount not paid by Tenant within 5 days after its due date in accordance with the terms of this Lease shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable law or IO percent per year. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease.
150
Item 9.

If applicable law is ever judicially interpreted so asto render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comp]y with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder. (i) Construction and interpretation of this Lease shallU be governed by the laws of the state in which the Premise is located, excluding any principles of conflicts of laws.

G) Time is of the essence as to the performance of Tenant's obligations under this Lease.
(k) All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any conflict between such exhibits or addenda and the tennTerms of this Lease, such exhibits or addenda shall control.
(1) In the event either party hereto initiates litigation to enforce the terms and provisions of this Lease, the non-prevailing party in such action shall reimburse the prevailing party for its reasonable attorney's fees, filing fees, and court costs. (n) In the event the total square footage and/or the footprint of the Leased Premises is modified by Landlord for purposes of practicality in compliance with any state or federal law, including but not limited to the Americans with Disabilities Act, Tenant agrees to accept such modifications without compensation. In the event Tenant reasonably believes such modifications prevent Tenant's Use of the Premises Tenant's sole remedy is to meet and confer with Landlord to seek voluntary modification of the Lease.

37. Landlord's Lien/Security Interest. Tenant hereby grants Landlord a security interest, and this Lease constitutes a security agreement, within the meaning of and pursuant to the Uniform Commercial Code of the state in which the Premises are situated as to all of Tenant's property situated in, or upon, or used in connection with the Premises (except merchandise sold in the ordinary course ofbusiness) as security for all of Tenant's obligations hereunder, including, without limitation, the obligation to pay rent. Such encumbered includes specifically all trade and other fixtures for the purpose of this Paragraph and inventory, equipment, contract rights, accounts receivable and the proceeds thereof. In order to perfect such security interest, Tenant shall execute such financing statements and file the same at Tenant's expense at the state and county Uniform Commercial Code filing offices as often as Landlord in its discretion shall require; and Tenant hereby irrevocably appoints Landlord its agent for the purpose of executing and filing such financing statements on Tenant's behalf as Landlord shall deem necessary.
00143160.1
Agreement No. XXXX
00070349.1 - Page 19 of 20 -
151
Item 9.
00143160.1 - Page 20 of 20 -
Agreement No. XXXX
00070349.1
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

CITY OF OROVILLE

LANDLORD
By:

YMCA OFSUPERJOR CALIFORNLA
ATTEST
By:
::PRO
Scott E. Huber, City Attorney
152
Item 9.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: PATRICK PIATT, COMMUNITY DEVELOPMENT DIRECTOR
RE: OPPORTUNITY TO COMPETE FOR FUNDING OF A MICROGRID

DESIGNED TO PROVIDE ENERGY RESILIENCY DURING

DISASTER EVENTS
DATE: FEBRUARY 6, 2024

SUMMARY
The Council will receive information regarding a grant opportunity for funding of a microgrid through a program sponsored by Pacific Gas and Electric (PG&E) to provide energy resiliency to the City during disasters.

DISCUSSION
The State of California Public Utilities Commission (CPUC) has mandated that the big three investor-owned utilities (IOUs), (PG&E, Southern California Edison, and San Diego Gas and Electric), operating within the State provide new programs and grants for communities that are within the defined CPUC high-risk disaster zones (Attachment 1) for the purposes of energy resiliency during disasters. The overall ruling stems from SB 1339 “a bill enacted in 018, directs the California Public Utilities Commission, in consultation with the California Energy Commission and California Independent System Operator, to undertake a number of activities to further develop policies related to microgrids. The legislation added Chapter 4.5, Sections 8370-8372 to California's Public Utilities Code.”
https://www.cpuc.ca.gov/resiliencyandmicrogrids/
The current program under PG&E is referred to as the Microgrid Incentive Program (MIP) https://www.pge.com/mip
The MIP provides a pathway for Communities, Tribes and community-based organizations to apply for up to $18M in grant funding to develop community microgrids that serve at least two different customers meeting the requirements of being critical community facilities, to be powered by a new community microgrid project.

The OurEnergy team assessed a number of communities throughout the State to determine which cities may have high potential to meet the criteria of the program and determined that the City of Oroville is a candidate with a high probability of success. OurEnergy reached out to staff to present the opportunity and has been working with staff through the preliminary steps towards approval.
153
Item 10.

Page 2 ends

After further review the OurEnergy team determined that a meeting with PGE would be appropriate to explore the City’s potential for funding. PGE has provided feedback that the City of Oroville meets the requirements of the program.

There are a series of grants provided through this program leading to the total of up to $18M per project. The first grant provides reimbursement of up to $25,000 for writing and submitting a competitive grant application. If the grant application scores well and is successful, then the City of Oroville may be awarded additional funding toward the development of a resiliency microgrid that will allow the continued operation of the City’s critical facilities during disasters.

Once constructed, the City could own the system or contract with a third party to own and operate the system, and would receive all the energy benefits the system generated by offsetting a portion of the City’s energy needs during normal ‘blue sky” operations, and then could "island” those facilities within the microgrid area during times of PG&E grid outages. (Attachment 2). An island is a designated area that would remain energized in the event of a power outage due to a disaster. Attachment 2 is a map of the proposed “island” for Oroville which contains critical facilities that would remain energized. The facilities that have been identified are the Public Safety facility and the sewage treatment plant as the most critical to remain online. Also included in the request but in a second tier of critical consideration would be the Oroville Corporation Yard, hospital, and tribal health facilities. Lastly, the Convention Center and Oroville High School would be included as shelter locations and City Hall would also be included.

FISCAL IMPACT
If staff is directed by Council to proceed a non-refundable deposit of $5,000 to OurEnergy would be requested for a good faith display of interest.

RECOMMENDATION
Receive information related to a resiliency microgrid and direct staff to return to Council on February 20, 2024, with an agreement between the City and OurEnergy to pursue funding through the PG&E Microgrid Incentive Program.

ATTACHMENTS

1. Screenshot of CPUC High-Fire zone as relates to Oroville

2. Map of identified location of resiliency microgrid (still under refinement) 154
Item 10.

Page 3 ends

Attachment 1
Screenshot of CPUC High-Fire Thread District Map
https://capuc.maps.arcgis.com/apps/webappviewer/index.html?id=5bdb921d747a4692 9d9f00dbdb6d0fa2
155
Item 10.

Page 4 ends

Attachment 2
Draft Proposed “Island” encompassing critical facilities 156
Item 10.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: PATRICK PIATT, COMMUNITY DEVELOPMENT DIRECTOR
RE: ADOPTION OF RESOLUTIONS FOR THE CITY’S PARTICIPATION IN

THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM (SCIP)

AND BOND OPPORTUNITIES FOR LAND DEVELOPMENT (BOLD)

PROGRAMS
DATE: FEBRUARY 6, 2024

SUMMARY
The Council consider adopting Resolutions to provide developers access to pooled bond opportunities which will provide low-cost financing for infrastructure improvements and impact fees.

DISCUSSION
In California there are two JPAs that issue pooled bonds which provide access to funding for developers whose projects are generally not large enough to justify a bond issuance. The two agencies are the California Statewide Communities Development Authority (CSCDA), that operates the Statewide Community Infrastructure Program (SCIP) and the California Municipal Finance Authority (CMFA) that operates the Bond Opportunities for Land Development (BOLD) program. The typical funding is between $500,000 and $5,000,000 for activities such as grading, new streets, curb, gutter, and sidewalks, and for impact fees.

The public hearing is the first step for eligibility along with adoption of resolutions, to enable developers to participate in the SCIP and BOLD programs. Once available to a community, a developer may apply to participate in an upcoming bond issuance, which occurs three times annually for the SCIP program and twice annually for the BOLD program.

The perspective participating agency (CSCDA or CMFA) performs all underwriting activities and requires that the developer own the land and have incurred expenses toward the development. The bonds are secured against the value of the land and the improvements.

Before the improvements are accepted by the local jurisdiction, submittals are presented to city staff to verify that all work has been completed per the city standards and all obligations to contractors that performed work on those improvements have been satisfied.

An equal amount of the bond is apportioned to the purchasers of each parcel receiving the benefit of the improvements within the development and are paid back through the tax rolls. At 157
Item 11.

Page 2 ends

any time, a homeowner has the ability to buy out their portion of the bond by providing a lump sum payment.

The City would also have the option of participating in a bond issuance for public projects to provide street improvements such as paving, lighting, curb, gutter, and sidewalks as long as the public improvements will have a useful life of five-years or greater, and those community members that will benefit from the improvements have agreed to pay for the improvements as part of their annual property tax bill after approval through a public process.

At the end of each development project, time is allotted for staff to verify that all conditions have been met and all financial obligations to material suppliers and contractors that provided services for the installation of the public improvements have been met and no outstanding debt for those services remain.

FISCAL IMPACT
There are no fiscal impacts as a result of the City’s participation in these programs other than some staff related time to review completion of projects before final payments are made.

RECOMMENDATION
Adopt the attached Resolutions to allow participation in the SCIP and BOLD programs and direct the City Administrator to complete the process for participation in the SCIP and BOLD program with their perspective JPAs.

ATTACHMENTS

1. Resolution to join the CSCDA/SCIP Program

2. Executed CSCDA JPA Agreement

3. Resolution to join the CMFA/BOLD Program

4. Executed CMFA JPA Agreement
158
Item 11.

R-9047

OROVILLE CITY COUNCIL
RESOLUTION NO. 9218

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OROVILLE

AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY
INFRASTRUCTURE PROGRAM; AUTHORIZING THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM

PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND

LEVY ASSESSMENTS AND SPECIAL TAXES AND TO FORM ASSESSMENT

DISTRICTS AND COMMUNITY FACILITIES DISTRICTS WITHIN THE TERRITORY OF THE CITY OF OROVILLE; EMBODYING A JOINT COMMUNITY FACILITIES

AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS OF COMMUNITY FACILITIES DISTRICT FINANCINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING RELATED

ACTIONS
WHEREAS, the California Municipal Finance Authority (the “CMFA”) is a joint exercise of powers authority, the members of which include numerous cities, counties and other local agencies in the State of California (the “State”); and WHEREAS, City of Oroville (the “City”) is currently a member of CMFA in good standing; and
WHEREAS, the CMFA has established the Bond Opportunities for Land Development Program (the “BOLD Program”) to allow the financing of certain public facilities and/or development impact fees that finance public facilities (together, the “Improvements”) levied by local agencies in the State through the levy of special taxes under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”); and
WHEREAS, the CMFA from time to time may be requested by owners of land within the City to utilize the BOLD Program for the financing of Improvements related to new development within the City, which Improvements will be owned and/or operated by the City; and WHEREAS, the City desires to allow the owners of property to be developed within the City to participate in the BOLD Program (“Participating Developers”) and to allow the CMFA to conduct proceedings under the Act to form community facilities districts (“CFDs”) from time to time under the Act, to levy special taxes within such CFDs, and to issue bonds secured by such special taxes under the Act to finance the Improvements, provided that such Participating Developers vote in favor of the levy of such special taxes and bonded indebtedness; and WHEREAS, property owners within the jurisdiction of the City may in the future elect to be Participating Developers upon obtaining approval of the CMFA, and the CMFA may conduct proceedings under the Act to form CFDs, levy special taxes within such CFDs and issue bonds secured by such special taxes to finance Improvements; and 159
Item 11.

R-9047
WHEREAS, the City will not be responsible for the conduct of any proceedings under the Act for the formation of any CFD; the levy or collection of special taxes for any CFD or any required remedial action in the case of delinquencies in any special tax payments; or the issuance, sale or administration of any bonds issued in connection with the BOLD Program; and WHEREAS, the City finds that the BOLD program offered by the CMFA can provide significant public benefits, and in conformance with Government Code Section 6586.5 relating to the issuance of bonds by a joint powers authority of which the City is a member, notice was published at least five days prior to the adoption of this resolution at a public hearing, which was duly conducted by the Oroville City Council concerning the significant public benefits of the BOLD Program and the bond financing of the Improvements from time to time; and WHEREAS, bonds of BOLD Program CFDs are issued through CMFA, with no involvement of the City needed other than approving the use of the program and, prior to actual issuance of bonds, entering into an agreement to acquire the public facilities or fees to be paid for with the bond proceeds; CMFA authorizes and issues the bonds in their name and awards their sale to the bond underwriter (Piper Sandler & Co.) per the underwriter’s credit requirements; CMFA’s financing team provides the bond documentation and the Official Statement through its bond counsel and disclosure counsel, Jones Hall; and
WHEREAS, by participating in BOLD, the City will not be liable to repay the bonds issued by CMFA or the special taxes imposed on the participating properties and has no contractual relationship with bond owners or the bond trustee; and
WHEREAS, upon issuance of the bonds, proceeds are a funding source for direct payment of impact fees or to otherwise reimburse developer costs for public facilities associated with new development; once the bond issuance occurs, bond proceeds are available to be disbursed pursuant to a joint community facilities agreement and/or acquisition agreement between CMFA and the City for each project, the form of which is subject to approval by City staff, and the bond proceeds are held by a bond trustee or fiscal agent and become available to a Participating Developer as directed by the City for use on public capital improvements benefitting development in the City.

BE IT HEREBY RESOLVED by the City Council of the City of Oroville as follows:

Section 1. The use of the BOLD Program in connection with the financing of Improvements is hereby authorized and approved. The appropriate officials and staff are hereby authorized and directed to allow BOLD Program participation to be available to property owners who are subject to the payment of fees for new development and/or who are conditioned to install public improvements in connection with new development.

Section 2. The City hereby finds and declares that the issuance of bonds by the CMFA in connection with the BOLD Program will provide significant public benefits, including without limitation, savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs and the more efficient delivery of local agency services to residential and commercial development within the City.
160
Item 11.

R-9047
Section 3. In connection with the issuance of bonds from time to time by the CFMA for the BOLD Program, a form of acquisition agreement, joint community facilities agreements or similar agreement will be required to be entered into, and the form of such agreement will be subject to approval by the City Administrator, Community Development Director or their respective designees. The Oroville City Council finds and declares that entrance into each such agreement will constitute a “joint community facilities agreement” for purposes of the Act and shall be beneficial to residents of the City. Any such agreement may include, directly or by reference, City standards, policies and procedures applicable to the financing of public facilities constructed by developers for acquisition by the City.

Section 4. The appropriate officials and staff of the City are hereby authorized and directed to allow and approve BOLD Program participation by requesting property owners that are required to install public improvements and/or the payment of fees in connection with new development in the City, including signing developer applications or other documents evidencing the official intent of the City to reimburse itself in connection with each project from the proceeds of tax-exempt obligations issued by CMFA as part of the BOLD Program, and to advise such owners requesting participation in BOLD that the City has approved the BOLD Program; provided, that the CMFA shall be responsible for providing applications and processing of documentation and related materials at its own expense.

Section 5. This Resolution shall take effect immediately upon its adoption. The City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to the Secretary of CMFA.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

R-9047

OROVILLE CITY COUNCIL
RESOLUTION NO. 9219

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OROVILLE

AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY
INFRASTRUCTURE PROGRAM; AUTHORIZING THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS

FROM PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS

AND LEVY ASSESSMENTS AND SPECIAL TAXES AND TO FORM ASSESSMENT

DISTRICTS AND COMMUNITY FACILITIES DISTRICTS WITHIN THE TERRITORY OF THE CITY OF OROVILLE; EMBODYING A JOINT COMMUNITY

FACILITIES AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS OF COMMUNITY FACILITIES DISTRICT FINANCINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING

RELATED ACTIONS
WHEREAS, the California Statewide Communities Development Authority (the “Authority”) is a joint exercise of powers authority, lawfully formed and operating within the State pursuant to an agreement (the “Joint Powers Agreement”) entered into as of June 1, 1988 under the authority of Title 1, Division 7, Chapter 5 (commencing with Section 6500) of the California Government Code (the “JPA Law”), the members of which include numerous cities, counties and local agencies in the State of California, including the City of Oroville (the “City”); and
WHEREAS, the Joint Powers Agreement authorizes the Authority to undertake financing programs under any applicable provisions of State law to promote economic development, the stimulation of economic activity, and the increase of the tax base within the jurisdictional boundaries of its members (such members, the “Program Participants”); and WHEREAS, as one of the Programs under the Joint Powers Agreement, the Authority has established the Statewide Community Infrastructure Program (“SCIP”) to allow the financing of certain public capital improvements to be constructed by or on behalf of property owners for acquisition by the City or another public agency (the “Improvements”) and improvements eligible for funding from certain development impact fees (the “Fees”) levied in accordance with the Mitigation Fee Act (California Government Code Sections 66000 and following) and other authority providing for the levy of fees on new development to pay for public capital improvements (collectively, the “Fee Act”) through the levy of special assessments pursuant to the Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the “1913 Act”) and the issuance of improvement bonds (the “Local Obligations”) under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the “1915 Act”) upon the security of the unpaid special assessments; and WHEREAS, the “Mello-Roos Community Facilities Act of 1982,” being Chapter 2.5, Part 1, Division 2, Title 5 (beginning with Section 53311) of the Government Code of the State (the “Mello-Roos Act”) is an applicable provision of State law available to, among other things, finance public improvements necessary to meet increased demands placed upon local agencies as a result of development; and
162
Item 11.

R-9047
WHEREAS, the Authority also uses SCIP to allow the financing of Fees and Improvements through the levy of special taxes and the issuance of Local Obligations under the Mello-Roos Act upon the security of the special taxes; and WHEREAS, the City desires to allow the owners of property being developed within its jurisdiction (“Participating Developers”) to participate in SCIP and to allow the Authority to conduct proceedings and to form community facilities districts (“CFDs”) and to issue Local Obligations under the Mello-Roos Act, as well as to conduct assessment proceedings to form assessment districts (“Assessment Districts”) under the 1913 Act and to issue Local Obligations under the 1915 Act, to finance Fees levied on such properties and Improvements, provided that such Participating Developers voluntarily agree to participate and consent to the levy of such assessments or special taxes, as applicable; and
WHEREAS, from time to time when eligible property owners within the jurisdiction of the City elect to be Participating Developers, the Authority will conduct proceedings under the 1913 Act and the Mello-Roos Act and issue Local Obligations under the 1915 Act and the MelloRoos Act to finance Fees payable by such property owners and Improvements and, at the conclusion of such proceedings, will levy assessments or special taxes, as applicable on such property within the territory of the City; and
WHEREAS, both the Authority and the City are “local agencies” under the Mello-Roos Act; and
WHEREAS, the Mello-Roos Act permits two or more local agencies to enter into a joint community facilities agreement to exercise any power authorized by the Mello-Roos Act; and WHEREAS, the City desires to enter into such an agreement with the Authority to authorize the Authority to form CFDs from time to time within the territorial limits of the City to finance Fees payable by such property owners and Improvements; and WHEREAS, there has been presented to this meeting a proposed form of Resolution of Intention to be adopted by the Authority in connection with assessment proceedings (the “ROI”), a copy of which is attached hereto as Exhibit A, and the territory within which assessments may be levied for SCIP (provided that each Participating Developer consents to such assessment) shall be coterminous with the City’s official boundaries of record at the time of adoption of such ROI (the “Proposed Boundaries”), and reference is hereby made to such boundaries for the plat or map required to be included in this Resolution pursuant to Section 10104 of the Streets and Highways Code; and
WHEREAS, there has also been presented to this meeting a proposed form of Acquisition Agreement (the “Acquisition Agreement”), a copy of which is attached hereto as Exhibit B, to be approved as to form for use with respect to any Improvements to be constructed and installed by a Participating Developer and for which the Participating Developer requests acquisition financing as part of its SCIP application; and
WHEREAS, the City will not be responsible for the conduct of any proceedings; the levy or collection of assessments or special taxes or any required remedial action in the case of 163
Item 11.

R-9047
delinquencies in such assessment or special tax payments; or the issuance, sale or administration of the Local Obligations or any other bonds issued in connection with SCIP; and WHEREAS, pursuant to SCIP, the Authority periodically issues Local Obligations on behalf of the local agency participants in SCIP to provide financing for the Fees and Improvements and then concurrently issues its revenue bonds pursuant to the Marks-Roos Local Bond Pooling Act of 1985, consisting of Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the California Government Code (the “Marks-Roos Act”), the proceeds of which are used to purchase the Local Obligations; and
WHEREAS, pursuant to Government Code Section 6586.5, notice was published at least five days prior to the adoption of this resolution at a public hearing, which was duly conducted by this City Council concerning the significant public benefits of SCIP and the financing of the Improvements and the public capital improvements to be paid for with the proceeds of the Fees; BE IT HEREBY RESOLVED by the City Council of the City of Oroville as follows:

Section 1. This resolution shall constitute full “local approval,” under Section 9 of the Joint Powers Agreement, and under the Authority’s Local Goals and Policies (defined below), for the Authority to undertake and conduct proceedings in accordance herewith and under the Mello Roos Act to form CFDs with boundaries that shall be coterminous with the City’s official boundaries of record at the time of such proceedings or any portion thereof (the “Proposed Boundaries”), and to authorize a special tax and to issue bonds with respect thereto; provided that the Participating Developers, who shall be the legal owners of such property at the time of formation of the CFD, execute a written consent to the levy of special tax in connection with SCIP by the Authority and execute a ballot in favor of the formation of such CFD and the Mello-Roos Act.

Section 2. The City hereby consents to the conduct of special assessment proceedings by the Authority in connection with SCIP pursuant to the 1913 Act and the issuance of Local Obligations under the 1915 Act on any property within the Proposed Boundaries; provided, that:
(1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; and
(2) The Participating Developers, who shall be the legal owners of such property at the time of the formation of the Assessment District, execute a written consent to the levy of assessments in connection with SCIP by the Authority and execute an assessment ballot in favor of such assessment in compliance with the requirements of Section 4 of Article XIIID of the State Constitution.

Section 3. The Joint Powers Agreement, together with the terms and provisions of this resolution, shall together constitute a separate joint community facilities agreement between the City and the Authority under the Mello-Roos Act for each CFD formed. As, without this resolution, the Authority has no power to finance City Fees and/or City Improvements (as such terms are defined herein) in proceedings under the Mello-Roos Act to form the CFD, adoption by 164
Item 11.

R-9047
the Commission of the Authority of each Resolution of Intention to form a CFD under the MelloRoos Act to finance City Fees and City Improvements shall constitute acceptance of the terms hereof by the Authority with respect to such CFD.

Section 4. This resolution and the agreement it embodies are determined to be beneficial to the residents/customers of the City and are in the best interests of the residents of the City, and of the future residents of the area within the proposed CFDs and Assessment Districts. The City hereby finds and declares that the issuance of revenue bonds by the Authority to purchase Local Obligations in connection with SCIP will provide significant public benefits, including without limitation, savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs, and the more efficient delivery of local agency services to residential and commercial development within the City.

Section 5. The Authority has adopted Local Goals and Policies as required by Section 53312.7 of the Mello-Roos Act. The City approves the use of those Local Goals and Policies in connection with the formation of CFDs. The City hereby agrees that the Authority may act in lieu of the City under those Local Goals and Policies in forming and administering the CFDs.

Section 6. The Authority has prepared and will update from time to time the “SCIP Manual of Procedures” (the “Manual”), and the City will handle Fee revenues and funds for Improvements for properties participating in SCIP in accordance with the procedures set forth in the Manual.

Section 7. Pursuant to the Mello-Roos Act and this resolution, the Authority may conduct proceedings under the Mello-Roos Act to form the CFDs and to have such CFDs authorize the financing of any or all of the facilities and Fees set forth on Exhibit C, attached hereto. All of the facilities, whether to be financed directly or through Fees, shall be facilities that have an expected useful life of five years or longer and are facilities that the City or other local public agencies, as the case may be, are authorized by law to construct, own or operate, or to which they may contribute revenue. Exhibit C may be modified from time to time by written agreement between an authorized representative of the Authority and of the City. The facilities are referred to herein as the “Improvements,” and the Improvements to be owned by the City are referred to as the “City Improvements.” The Fees paid or to be paid to the City are referred to as the “City Fees.” Section 8. For Fees paid or to be paid to another agency by any particular CFD (an “Other Local Agency”), the Authority will obtain the written consent of that Other Local Agency before issuing Local Obligations to fund such Fees, as required by the Mello-Roos Act.

For the Improvements to be owned by an Other Local Agency, the Authority will separately identify them in its proceedings, and will enter into a joint community facilities agreement with such Other Local Agency prior to issuing Local Obligations to finance such Improvements, as required by the Mello-Roos Act. Each joint community facilities agreement with each Other Local Agency will contain a provision that the Other Local Agency will provide indemnification to the City to the same extent that the City provides indemnification to the Other Local Agency under the terms of this resolution.

Section 9. At the time of formation of each CFD, the City will certify to the Commission of the Authority that all of the City Improvements including the improvements to be constructed or acquired with the proceeds of City Fees to be funded by such CFD are necessary to 165
Item 11.

R-9047
meet increased demands placed upon the City as a result of development occurring or expected to occur within the proposed CFDs in the form attached hereto as Exhibit D. Any appropriate officer or staff of the City is authorized to execute and deliver such certificate in substantially the form attached hereto as Exhibit D, with such changes as such signatory shall approve. Joint community facilities agreements with other local agencies will each contain a requirement that each Other Local Agency will make identical certification in connection with respect to the Improvements to be owned by, and Fees paid or to be paid to, such Other Local Agency equivalent to that made by the City in this paragraph.

Section 10. The Authority will apply the special tax collections initially as required by the documents under which any Local Obligations are issued; and thereafter, to the extent not provided in the Local Obligations documents, may pay its own reasonable administrative costs incurred in the administration of the CFDs. The Authority will remit any special tax revenues from any particular CFD remaining after the final retirement of all related Local Obligations to the City and to the other local agencies in the proportions specified in the Authority’s proceedings.

The City will apply any such special tax revenues it receives for authorized City Improvements or City Fees and its own administrative costs only as permitted by the Mello-Roos Act. The joint community facilities agreements with each Other Local Agency must require the Other Local Agency to apply the special tax revenues they receive for their authorized Improvements and Fees under the CFDs and for their own related administrative costs only as permitted by the Mello-Roos Act.

Section 11. The Authority will administer the CFDs, including employing and paying all consultants, annually levying the special tax and all aspects of paying and administering the Local Obligations, and complying with all State and Federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code. The City will cooperate fully with the Authority in respect of the requirements of the Internal Revenue Code and to the extent information is required of the City to enable the Authority to perform its disclosure and continuing disclosure obligations with respect to the Local Obligations and any revenue bonds, although the City will not participate in nor be considered to be a participant in the proceedings respecting the CFDs (other than as a party to the agreement embodied by this resolution) nor will the City be or be considered to be an issuer of the Local Obligations nor any revenue bonds. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency.

Section 12. In the event the Authority completes issuance and sale of Local Obligations, and Local Obligation proceeds become available to finance the Improvements, the Authority shall establish and maintain a special fund for each development project (the “Acquisition and Construction Fund”). The portion of Local Obligation proceeds which is intended to be utilized to finance the Improvements and Fees shall be deposited in the Acquisition and Construction Fund.

The Acquisition and Construction Fund will be available both for City Improvements and City Fees and for the Improvements and Fees pertaining to each Other Local Agency. Subaccounts shall be created as necessary.

Section 13. As respects the Authority and each Other Local Agency, the City agrees to fully administer, and to take full governmental responsibility for, the construction or acquisition of the City Improvements and for the administration and expenditure of the City Fees including 166
Item 11.

R-9047
but not limited to environmental review, approval of plans and specifications, bid requirements, performance and payment bond requirements, insurance requirements, contract and construction administration, staking, inspection, acquisition of necessary property interests in real or personal property, the holding back and administration of retention payments, punch list administration, and the Authority and each Other Local Agency shall have no responsibility in that regard. The City reserves the right, as respects each Participating Developer, to require the Participating Developer to contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain provisions equivalent to this paragraph in the joint community facilities agreement with each Other Local Agency.

Section 14. The City agrees to indemnify and to hold the Authority, its other members, and its other members’ officers, agents and employees, and each Other Local Agency and their officers, agents and employees (collectively, the “Indemnified Parties”) harmless from any and all claims, suits and damages (including costs and reasonable attorneys’ fees) arising out of the design, engineering, construction and installation of the City Improvements and the improvements to be financed or acquired with the City Fees. The City reserves the right, as respects each Participating Developer, to require the Participating Developer to assume by contract with the City any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency naming the City and its officers, agents and employees as Indemnified Parties with respect to each Other Local Agency’s respective Improvements and the improvements to be constructed or acquired with each Other Local Agency’s Fees.

Section 15. As respects the Authority and each Other Local Agency, the City agrees – once the City Improvements are constructed according to the approved plans and specifications, and the City and the Participating Developer have put in place their agreed arrangements for the funding of maintenance of the City Improvements – to accept ownership of the City Improvements, to take maintenance responsibility for the City Improvements, and to indemnify and hold harmless the Indemnified Parties to the extent provided in the preceding paragraph from any and all claims, etc., arising out of the use and maintenance of the City Improvements. The City reserves the right, as respects the Participating Developer, to require the Participating Developer by contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency naming the City and its officers, agents and employees as Indemnified Parties.

Section 16. The City acknowledges the requirement of the Mello-Roos Act that if the City Improvements are not completed prior to the adoption by the Commission of the Authority of the Resolution of Formation of the CFD for each respective development project, the City Improvements must be constructed as if they had been constructed under the direction and supervision, or under the authority of, the City. The City acknowledges that this means all City Improvements must be constructed under contracts that require the payment of prevailing wages as required by Section 1720 and following of the Labor Code of the State of California. The Authority makes no representation that this requirement is the only applicable legal requirement in this regard. The City reserves the right, as respects the Participating Developer, to assign appropriate responsibility for compliance with this paragraph to the Participating Developer. 167
Item 11.

R-9047
Section 17. The form of the Acquisition Agreement attached hereto as Exhibit B is hereby approved, and the [City Administrator] or [the City Administrator]’s designee (each, an “Authorized Officer”) is authorized to execute, and deliver to the Participating Developer, the Acquisition Agreement on behalf of the City in substantially that form, with such changes as shall be approved by the Authorized Officer after consultation with the City Attorney and the Authority’s bond counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 18. After completion of the City Improvements and appropriate arrangements for the maintenance of the City Improvements, or any discrete portion thereof as provided in Section 53313.51 of the Mello-Roos Act and in the Acquisition Agreement, to the satisfaction of the City, and in conjunction with the City’s acceptance thereof, acquisition of the City Improvements shall be undertaken as provided in the Acquisition Agreement.

Section 19. The City hereby consents to the formation of the CFDs in accordance with this resolution and consents to the assumption of jurisdiction by the Authority for the proceedings respecting the CFDs with the understanding that the Authority will hereafter take each and every step required for or suitable for consummation of the proceedings, the levy, collection and enforcement of the special tax, and the issuance, sale, delivery and administration of the Local Obligations, all at no cost to the City and without binding or obligating the City’s general fund or taxing authority.

Section 20. The terms of the Agreement embodied by this resolution may be amended by a writing duly authorized, executed and delivered by the City and the Authority, except that no amendment may be made after the issuance of the Local Obligations by the Authority that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions, bond indentures or like instruments governing the issuance, delivery and administration of all outstanding Local Obligations.

Section 21. Except to the extent of the indemnifications extended to each Other Local Agency in the Agreement embodied by this resolution, and the City’s agreement to take responsibility for and ownership of the City Improvements, no person or entity, including the Participating Developer, shall be deemed to be a third party beneficiary of this resolution, and nothing in this resolution (either express or implied) is intended to confer upon any person or entity other than the Authority and the City (and their respective successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this resolution.

Section 22. The City shall be identified as a third-party beneficiary of all joint community facilities agreements between the Authority and each Other Local Agency to the extent of the indemnification provisions and the provisions whereby each Other Local Agency agrees to take responsibility for and ownership of their Improvements.

Section 23. The appropriate officials and staff of the City are hereby authorized and directed to make SCIP applications available to all property owners who are subject to Fees for new development within the City and/or who are conditioned to install Improvements and to inform such owners of their option to participate in SCIP; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The staff 168
Item 11.

R-9047
persons listed on the attached Exhibit E, together with any other staff persons chosen by the [City Administrator] from time to time, are hereby designated as the contact persons for the Authority in connection with SCIP.

Section 24. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such closing certificates, requisitions, agreements and related documents, including but not limited to such documents as may be required by bond counsel in connection with the participation in SCIP of any districts, authorities or other third-party entities entitled to own Improvements and/or to levy and collect fees on new development to pay for public capital improvements within the jurisdiction of the City, as are reasonably required by the Authority in accordance with the Manual to implement SCIP and to evidence compliance with the requirements of federal and state law in connection with the issuance by the Authority of the Local Obligations and any other bonds for SCIP. To that end, and pursuant to Treasury Regulations Section 1.150-2, the staff persons listed on Exhibit E, or other staff person acting in the same capacity for the City with respect to SCIP, are hereby authorized and designated to declare the official intent of the City with respect to the public capital improvements to be paid or reimbursed through participation in SCIP.

Section 25. This Resolution shall take effect immediately upon its adoption. The City Clerk of the City of Oroville is hereby authorized and directed to transmit a certified copy of this resolution to the Secretary of the Authority. This resolution shall remain in force with respect to any Assessment District and CFD formed until all Local Obligations have been retired and the authority to levy the special tax conferred by any CFD proceedings and to levy the assessment conferred by any assessment proceedings has ended or is otherwise terminated.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on February 6, 2024 by the following vote:

JOINT EXERCISE OF POWERS AGREEMENT

RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY
THIS AGREEMENT, dated as of January I, 2004, among the parties executing this Agreement ( all such parties, except those which have withdrawn as provided herein, are referred to as the "Members" and those parties initially executing this Agreement are referred to as the "Initial Members"):

WITNESSETH
WHEREAS, pursuant to Title I, Division 7, Chapter 5 of the California Government Code (in effect as of the date hereof and as the same may from time to time be amended or supplemented, the "Joint Exercise of Powers Act"), two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and WHEREAS, each of the Members is a "public agency" as that term is defined in Section 6500 of the Joint Exercise of Powers Act; and
WHEREAS, each of the Members is empowered by law to promote economic, cultural and community development, including, without limitation, the promotion of opportunities for the creation or retention of employment, the stimulation of economic activity, the increase of the tax base, and the promotion of opportunities for education, cultural improvement and public health, safety and general welfare; and
WHEREAS, each of the Members may accomplish the purposes and objectives described in the preceding preamble by various means, including through ma.king grants, loans or providing other financial assistance to governmental and nonprofit organizations; and WHEREAS, each Member is also empowered by law to acquire and dispose of real property for a public purpose; and
WHEREAS, the Joint Exercise of Powers Act authorizes the Members to create a joint exercise of powers entity with the authority to exercise any powers common to the Members, as specified in this Agreement and to exercise the additional powers granted to it in the Joint Exercise of Powers Act and any other applicable provisions of the laws of the State of California; and
WHEREAS, a public entity established pursuant to the Joint Exercise of Powers Act is empowered to issue or execute bonds, notes, commercial paper or any other evidences of indebtedness, including leases or installment sale agreements or certificates of participation therein (herein "Bonds"), and to otherwise undertake financing programs under the Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California to accomplish its public purposes; and
DOCS LAI :454270.8 1
174
Item 11.

WHEREAS, the Members have determined to specifically authorize a public entity authorized pursuant to the Joint Exercise of Powers Act to issue Bonds pursuant to the Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California; and WHEREAS, it is the desire of the Members to use a public entity established pursuant to the Joint Exercise of Powers Act to undertake the financing and/or refinancing of projects of any nature, including, but not limited to, capital or working capital projects, insurance, liability or retirement programs or facilitating Members use of existing or new financial instruments and mechanisms; and
WHEREAS, it is further the intention of the Members that the projects undertaken will result in significant public benefits to the inhabitants of the jurisdictions of the Members; and WHEREAS, by this Agreement, each Member desires to create and establish the "California Municipal Finance Authority'' for the purposes set forth herein and to exercise the powers provided herein;
NOW, TIIEREFORE, the Members, for and in consideration of the mutual promises and agreements herein contained, do agree as follows:

Section 1. Pumose.

This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act.

The purpose of this Agreement is to establish a public entity for the joint exercise of powers common to the Members and for the exercise of additional powers given to a joint powers entity under the Joint Powers Act or any other applicable law, including, but not limited to, the issuance of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act or any other applicable law. Such purpose will be accomplished and said power exercised in the manner hereinafter set forth.

Section 2.

This Agreement shall become effective in accordance with Section 17 as of the date hereof and shall continue in full force and effect until such time as it is terminated in writing by all the Members; provided, however, that this Agreement shall not terminate or be terminated until all Bonds issued or caused to be issued by the Authority (defined below) shall no longer be outstanding under the terms of the indenture, trust agreement or other instrument pursuant to which such Bonds are issued, or unless a successor to the Authority assumes all of the Authority's debts, liabilities and obligations.

Section 3. Authority.

A. CREATION AND POWERS OF AUTHORITY.

Pursuant to the Joint Exercise of Powers Act, there is hereby created a public entity to be known as the "California Municipal Finance Authority" (the "Authority"), and said Authority shall be a public entity separate and apart from the Members. Its 2 DOCSLAI :454270.8 175
Item 11.
debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Members.

B. BOARD.

The Authority shall be administered by the Board of Directors (the "Board," or the "Directors" and each a "Director") of the California Foundation for Stronger Communities, a nonprofit public benefit corporation organized under the laws of the State of California (the "Foundation"), with each such Director serving in his or her individual capacity as a Director of the Board. The Board shall be the administering agency of this Agreement and, as such, shall be vested with the powers set forth herein, and shall administer this Agreement in accordance with the purposes and functions provided herein. The number of Directors, the appointment of Directors, alternates and successors, their respective terms of office, and all other provisions relating to the qualification and office of the Directors shall be as provided in the Articles and Bylaws of the Foundation, or by resolution of the Board adopted in accordance with the Bylaws of the Foundation.

All references in this Agreement to any Director shall be deemed to refer to and include the applicable alternate Director, if any, when so acting in place of a regularly appointed Director.

Directors may receive reasonable compensation for serving as such, and shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a Director, if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose.

The Foundation may be removed as administering agent hereunder and replaced at any time by amendment of this Agreement approved as provided in Section 16; provided that a successor administering agent of this Agreement has been appointed and accepted its duties and responsibilities under this Agreement.

C. OFFICERS; DUTIES; OFFICIAL BONDS.

The officers of the Authority shall be the Chair, Vice-Chair, Secretary and Treasurer ( defined below). The Board, in its capacity as administering agent of this Agreement, shall elect a Chair, a Vice-Chair, and a Secretary of the Authority from among Directors to serve until such officer is re-elected or a successor to such office is elected by the Board. The Board shall appoint one or more of its officers or employees to serve as treasurer, auditor, and controller of the Authority (the "Treasurer'') pursuant to Section 6505.6 of the Joint Exercise of Powers Act to serve until such officer is re-elected or a successor to such office is elected by the Board.

Subject to the applicable provisions of any resolution, indenture, trust agreement or other instrument or proceeding authorizing or securing Bonds ( each such resolution, indenture, trust agreement, instrument and proceeding being herein referred to as an "Indenture") providing for a trustee or other fiscal agent, and except as may otherwise be 3 DOCSLAI :454270.8
176
Item 11.
specified by resolution of the Board, the Treasurer is designated as the depositary of the Authority to have custody of all money of the Authority, from whatever source derived and shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5 and 6509.5 of the Joint Exercise of Powers Act.

The Treasurer of the Authority is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond with the Secretary of the Authority in the amount specified by resolution of the Board but in no event less than $1,000.

The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants.

The Board shall have the power, by resolution, to the extent permitted by the Joint Exercise of Power Act or any other applicable law, to delegate any of its functions to one or more of the Directors or officers, employees or agents of the Authority and to cause any of said Directors, officers, employees or agents to take any actions and execute any documents or instruments for and in the name and on behalf of the Board or the Authority.

D. MEETINGS OF THE BOARD.

DOCSLAl:454270.8
(1) Ralph M. Brown Act.

All meetings of the Board, including, without limitation, regular, adjourned regular, special, and adjourned special meetings shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act ( commencing with Section 54950 of the Government Code of the State of California), or any successor legislation hereinafter enacted (the "Brown Act").
(2) Regular Meetings.

The Board shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting each year. The date, hour and place of the holding of the regular meetings shall be fixed by resolution of the Board. To the extent permitted by the Brown Act, such meetings may be held by telephone conference.
(3) Special Meetings.

Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. To the extent permitted by the Brown Act, such meetings may be held by telephone conference.
4 177
Item 11.
( 4) Minutes.

The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular, special, and adjourned special meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director.
(5) Quorum.

A majority of the Board shall constitute a quorum for the transaction of business. No action may be taken by the Board except upon the affirmative vote of a majority of the Directors constituting a quorum, except that less than a quorum may adjourn a meeting to another time and place.

E. RULES AND REGULATIONS.

The Authority may adopt, from time to time, by resolution of the Board such rules and regulations for the conduct of its meetings and affairs as may be required.

Section 4. Powers.

The Authority shall have the power, in its own name, to exercise the common powers of the Members and to exercise all additional powers given to a joint powers entity under any of the laws of the State of California, including, but not limited to, the Joint Exercise of Powers Act, for any purpose authorized under this Agreement. Such powers shall include the common powers specified in this Agreement and may be exercised in the manner and according to the method provided in this Agreement. The Authority is hereby authorized to do all acts necessary for the exercise of such power, including, but not limited to, any of all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, provide for maintenance and operation of, or maintain and operate, any buildings, works or improvements; to acquire, hold or dispose of property wherever located; to incur debts, liabilities or obligations; to receive gifts, contributions and donations of property, funds, services, and other forms of assistance from person, firms, corporations and any governmental entity; to sue and be sued in its own name; to make grants, loans or provide other financial assistance to governmental and nonprofit organizations (e.g., the Members or the Foundation) to accomplish any of its purposes; and generally to do any and all things necessary or convenient to accomplish its purposes.

Without limiting the generality of the foregoing, the Authority may issue or cause to be issued Bonds, and pledge any property or revenues as security to the extent permitted under the Joint Exercise of Powers Act, or any other applicable provision of law; provided, however, the Authority shall not issue Bonds with respect to any project located in the jurisdiction of one or more Members unless the governing body of any such Member, or its duly authorized representative, shall approve, conditionally or unconditionally, the project, including the issuance of Bonds therefor. Such approval may be evidenced by resolution, certificate, order, report or such other means of written approval of such project as may be selected by the Member ( or its authorized representative) whose approval is required. No such approval shall be required in 5 DOCS LAI :454270.8
178
Item 11.
connection with Bonds that refund Bonds previously issued by the Authority and approved by the governing board of a Member.

The manner in which the Authority shall exercise its powers and perform its duties is and shall be subject to the restrictions upon the manner in which a California general law city could exercise such powers and perform such duties. The manner in which the Authority shall exercise its powers and perform its duties shall not be subject to any restrictions applicable to the manner in which any other public agency could exercise such powers or perform such duties, whether such agency is a party to this Agreement or not.

Section 5. Fiscal Year.

For the purposes of this Agreement, the term "Fiscal Year" shall mean the fiscal year as established from time to time by resolution of the Board, being, at the date of this Agreement, the period from July 1 to and including the following June 30, except for the first Fiscal Year which shall be the period from the date of this Agreement to June 30, 2004.

Section 6. Disposition of Assets.

At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 2, after payment of all expenses and liabilities of the Authority, all property of the Authority both real and personal shall automatically vest in the Members in the manner and amount determined by the Board in its sole discretion and shall thereafter remain the sole property of the Members; provided, however, that any surplus money on hand shall be returned in proportion to the contributions made by the Members.

Section 7. Bonds.

From time to time the Authority shall issue Bonds, in one or more series, for the purpose of exercising its powers and raising the funds necessary to carry out its purposes under this Agreement.

The services of bond counsel, financing consultants and other consultants and advisors working on the projects and/or their financing shall be used by the Authority. The expenses of the Board shall be paid from the proceeds of the Bonds or any other unencumbered funds of the Authority available for such purpose.

Section 8. Bonds Only Limited and Special Obligations of Authority.

The Bonds, together with the interest and premium, if any, thereon, shall not be deemed to constitute a debt of any Member or pledge of the faith and credit of the Members or the Authority. The Bonds shall be only special obligations of the Authority, and the Authority shall under no circumstances be obligated to pay the Bonds except from revenues and other funds pledged therefor. Neither the Members nor the Authority shall be obligated to pay the principal of, premium, if any, or interest on the Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither the faith and credit nor the taxing power of the Members nor the faith and credit of the Authority shall be pledged to the payment of the 6 DOCSLAI :454270.8
179
Item 11.
principal of, premium, if any, or interest on the Bonds nor shall the Members or the Authority in any manner be obligated to make any appropriation for such payment No covenant or agreement contained in any Bond or related document shall be deemed to be a covenant or agreement of any Director, or any officer, employee or agent of the Authority in his or her individual capacity and neither the Board of the Authority nor any Director or officer thereof executing the Bonds shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of the issuance of any Bonds.

Section 9. Accounts and Reports.

All funds of the Authority shall be strictly accounted for. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice and by any provision of any Indenture (to the extent such duties are not assigned to a trustee of Bonds).

The books and records of the Authority shall be open to inspection at all reasonable times by each Member.

The Treasurer of the Authority shall cause an independent audit to be made of the books of accounts and financial records of the Authority by a certified public accountant or public accountant in compliance with the provisions of Section 6505 of the Joint Exercise of Powers Act. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member and also with the county auditor of each county in which a Member is located; provided, however, that to the extent permitted by law, the Authority may, instead of filing such report with each Member and such county auditor, elect to post such report as a public record electronically on a website designated by the Authority. Such report if made shall be filed within 12 months of the end of the Fiscal Year or Years under examination.

The Treasurer is hereby directed to report in writing on the first day of July, October, January, and April of each year to the Board and the Members which report shall describe the amount of money held by the Treasurer for the Authority, the amount of receipts since the last such report, and the amount paid out since the last such report (which may exclude amounts held by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or other fiduciary provided regular reports covering such amounts.) Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for that purpose.

In any Fiscal Year the Board may, by resolution adopted by unanimous vote, replace the annual special audit with an audit covering a two.year period. 7 DOCS LAI :454270.8
180
Item 11.

Section 10. Funds.

Subject to the applicable provisions of any Indenture, which may provide for a trustee or other fiduciary to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds pursuant to the accounting procedures developed under Sections 3.C and 9, and shall make the disbursements required by this Agreement or otherwise necessary to carry out any of the provisions of purposes of this Agreement.

Section 11. Notices.

Notices and other communications hereunder to the Members shall be sufficient if delivered to the clerk of the governing body of each Member; provided, however, that to the extent permitted by law, the Authority may, provide notices and other communications and postings electronically (including, without limitation, through email or by posting to a website).

Section 12. Additional Members/Withdrawal of Members.

Qualifying public agencies may be added as parties to this Agreement and become Members upon: (1) the filing by such public agency with the Authority of an executed counterpart of this Agreement, together with a copy of the resolution of the governing body of such public agency approving this Agreement and the execution and delivery hereof; and (2) adoption of a resolution of the Board approving the addition of such public agency as a Member.

Upon satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement as an amendment hereto, effective upon such filing.

A Member may withdraw from this Agreement upon written notice to the Board; provided, however, that no such withdrawal shall result in the dissolution of the Authority so long as any Bonds remain outstanding. Any such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Board which shall acknowledge receipt of such notice of withdrawal in writing and shall file such notice as an amendment to this Agreement effective upon such filing.

Section 13. Indemnification.

To the full extent permitted by law, the Board may authorize indemnification by the Authority of any person who is or was a Director or an officer, employee of other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was such a Director or an officer, employee or other agent of the Authority, against expenses, including attorneys fees, judgments, fines, • settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
8 OOCSLAI :454270.8
181
Item 11.

Section 14. Contributions and Advances.

Contributions or advances of public funds and of the use of personnel, equipment or property may be made to the Authority by the Members for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution or advance. Any such advance may be made subject to repayment, and in such case shall be repaid, in the manner agreed upon by the Authority and the Member making such advance at the time of such advance. It is mutually understood and agreed to that no Member has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though any Member may do so. The Members understand and agree that a portion of the funds of the Authority that otherwise may be allocated or distributed to the Members may instead be used to make grants, loans or provide other financial assistance to governmental units and nonprofit organizations (e.g., the Foundation) to accomplish any of the governmental unit's or nonprofit organization's purposes.

Section 15. Immunities.

All of the privileges and immunities from liabilities, exemptions from laws, ordinances and rules, and other benefits which apply to the activity of officers, agents or employees of Members when performing their respective functions within the territorial limits of their respective public agencies, shall apply to the same degree and extent to the Directors, officers, employees, agents or other representatives of the Authority while engaged in the performance of any of their functions or duties under the provisions of this Agreement.

Section 16. Amendments.

Except as provided in Section 12 above, this Agreement shall not be amended, modified, or altered, unless the negative consent of each of the Members is obtained. To obtain the negative consent of each of the Members, the following negative consent procedure shall be followed: (a) the Authority shall provide each Member with a notice at least sixty (60) days prior to the date such proposed amendment is to become effective explaining the nature of such proposed amendment and this negative consent procedure; (b) the Authority shall provide each Member who did not respond a reminder notice with a notice at least thirty (30) days prior to the date such proposed amendment is to become effective; and ( c) if no Member objects to the proposed amendment in writing within sixty (60) days after the initial notice, the proposed amendment shall become effective with respect to all Members.

Section 17. Effectiveness.

This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of each of the Members on the date that the Board shall have received from two of the Initial Members an executed counterpart of this Agreement, together with a certified copy of a resolution of the governing body of each such Initial Member approving this Agreement and the execution and delivery hereof.
9 DOCSLAI :454270.8
182
Item 11.

Section 18. Partial Invalidity.

If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law.

Section 19. Successors.

This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the other Members.

Section 20. Miscellaneous.

This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to.

Wherever in this Agreement any consent or approval is required; the same shall not be unreasonably withheld.

This Agreement shall be governed under the laws of the State of California.

This Agreement is the complete and exclusive statement of the agreement among the Members, which supercedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and among the Members relating to the subject matter of this Agreement.

DOCSLAI :454270,&
183
Item 11.
£1 • \\'lTNESS \\'llEREOF. •h� CiL) uf OroviJI._. h:,s cau�oo 1h1:, 1\gr��m�nl lt.1 b� l:Xt..�utc<l am.I llltt'�Ll'd by lb July .iullmri;:eJ f\!pn::..cc11,.1,i\\..� ai. or the .!1 uay uf J✓-Onfr.\ 2020.

CITY rn= OROVIIJ�
,,,./
184
Item 11.

Page 1 ends

Oroville City CouncilFebruary 6, 2024

Oroville City Council
February 6, 2024