Pacifica City Council
May 8, 2023

CITY OF PACIFICA

CITY COUNCIL AGENDA
Council Chambers
2212 Beach Blvd
Pacifica, CA 94044
Mayor Tygarjas Bigstyck
Mayor pro Tem Sue Vaterlaus
Councilmember Sue Beckmeyer
Councilmember Mary Bier
Councilmember Christine Boles
City Council Regular Meeting 1 May 08, 2023
May 08, 2023 (MONDAY)
www.cityofpacifica.org
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PLEASE SILENCE CELL PHONES DURING MEETING
Alternative Ways to Observe and Participate in the Meeting:

The primary method for observing and participating in the meeting is in-person at the meeting location published in the meeting agenda. However, there are alternative ways to observe and participate:
• Join Zoom Webinar: https://pacifica-gov.zoom.us/j/81156158241 • Watch on TV on Comcast channel 26
• Watch a Live Stream of the meeting by following https://www.cityofpacifica.org/LiveStream or www.pacificcoast.tv
• Live Remote Public Comments (offered on a pilot basis):
• Join Zoom Webinar: https://pacifica-gov.zoom.us/j/81156158241 • OR Dial-in: 1-669-900-6833 | Webinar ID: 811 5615 8241 o Press * 9 to raise your hand to request to speak.
o Press * 6 to unmute when called upon to speak by the last 4-digits of your phone #. • When the Mayor announces the Agenda Item on which you would like to comment, raise your hand in Zoom. You will be called upon my screenname or last 4-digits of phone number if dialing in. Please mute any background sound and state your full name at the start of your comment.

Please note that Alternative platforms for participation are subject to underlying technology functionality and may be modified or interrupted at any time without notice. • Written Public Comments:

BEFORE THE MEETING: Written public comments may be submitted in advance by 12:00 p.m. on the meeting date by email to: [email protected]. Written public comments submitted by email should adhere to the following:
• Clearly indicate the Agenda Item No. or specify “Public Comment on Item Not on Agenda” in the Subject Line
• Include the submitter’s full name
Written public comments received by 12:00 p.m. on the meeting date will be provided in their entirety to the City Council and posted to the City’s website prior to the meeting but will not be read verbally at the meeting.

AT THE MEETING: Materials in writing provided at the meeting should provide seven (7) copies to provide for each Councilmember, City Clerk and City staff.

City Council Regular Meeting 2 May 08, 2023
7:00 PM OPEN SESSION
Call to Order
Roll Call
Reading of Land Acknowledgment
The City of Pacifica acknowledges that we occupy the unceded ancestral homeland of the Ramaytush Ohlone peoples, who are the original inhabitants of the San Francisco Peninsula. We honor the Ramaytush Ohlone peoples for their enduring commitment to Mother Earth. As the Indigenous protectors of this land and in accordance with their traditions, the Ramaytush Ohlone have never ceded, lost, nor forgotten their responsibilities as the caretakers of this place, as well as for all peoples who reside in their traditional territory. We affirm their sovereign rights as First Peoples and wish to pay our respects to the ancestors, elders, and relatives of the Ramaytush Ohlone peoples.

Salute to the Flag led by Mayor Bigstyck

SPECIAL PRESENTATIONS
A. Proclamation - Mental Health Month - May 2023
B. Proclamation - Rich Russitano, Sr.

CONSENT CALENDAR
Persons wishing to address the Council on any Consent Calendar item may do so at this time. Each speaker will be allotted three minutes. Those wishing to address the Council on any item listed on the agenda should submit a speaker card to the City Clerk.

Items on the consent calendar will be adopted by one motion unless a Councilmember requests, before the vote on the motion, to have an item discussed. Time limit on comments is three minutes or less.

1. Approval of Disbursements for Dated 4/01/23 through 4/30/23.

PROPOSED ACTION: Receive and file the Monthly Check Register Report for the month of April 2023

2. Approval of Minutes
PROPOSED ACTION: Move to approve the minutes of the City Council Special and Regular Meeting held on April 24, 2023.

3. Continuation of Proclamation of Local Emergency of the Pacifica Coastline from Westline Drive to the End of Beach Boulevard
PROPOSED ACTION: Accept report and make a determination that conditions of local emergency continue to exist within the Pacifica Coastline from Westline Drive to the end of Beach Boulevard

4. Continuation of Proclamation of Local Emergency at the Anza Pump Station.

PROPOSED ACTION: Accept Report and Make a Determination that Conditions of City Council Regular Meeting 3 May 08, 2023
Local Emergency Continue to Exist at the Anza Pump Station at the Pacifica State Beach.

5. Termination of Local Emergencies related to December 2022/January 2023 Winter Storms and March 2023 Storm Events
PROPOSED ACTION: Move to adopt Resolution Terminating Proclamations of Local Emergencies related to December 2022/January 2023 Winter Storms and March 2023 Storm Events

6. Resolution authorizing the Filing of an Application for One Bay Area Grant 2 (OBAG 2) Funding for the Sharp Park Priority Development Area Pedestrian Improvement Project.

PROPOSED ACTION: Adopt the Resolution entitled “A Resolution of the City Council of the City of Pacifica Authorizing the filing of an application for funding assigned to MTC and committing any necessary matching funds and stating assurance to complete the Sharp Park Priority Development Area Pedestrian Improvement Project.”

7. Resolution of the City Council of the City of Pacifica Adopting a list of projects for Fiscal Year 2023-24 funded by SB 1: Road Repair and Accountability Act of 2017 PROPOSED ACTION: Adopt the Resolution of the City Council of the City of Pacifica Adopting a list of projects for Fiscal Year 2023-24 funded by SB 1: Road Repair and Accountability Act of 2017.

8. Consideration of financing and other related actions relating to the Lower Linda Mar Sewer System Rehabilitation And Repair Project and the Ultraviolet Disinfection Replacement Project (“Projects”) as part of the Wastewater Capital Improvement Plan PROPOSED ACTION: Move to adopt a Resolution of the City Council to approve the receipt of funds from IBank, in the maximum principal amount of $21,000,000, to finance wastewater system improvements Projects, secured by a pledge of a lien on net revenues of the wastewater system and authorizing the engagement of Jones Hall, a professional law corporation to serve as bond counsel, and authorizing the execution and delivery of a related installment sale agreement and approving related matters and official actions; approval of financing is not a "project" subject to review under CEQA.

9. Adoption of an Ordinance to approve Rezoning RZ-205-20 to rezone from the R-1 (Single-Family Residential) zoning district to the P-D (Planned-Development) zoning district, and to approve Development Plan DP-81-20 pursuant to the P-D zoning requirements; and Adoption of an Ordinance to approve Development Agreement DA-3- 20 that would, among other things, approve a development agreement between the City of Pacifica and Pacifica School District (PSD), related to PSD's project to construct seven multi-family residential buildings with a total of 70 residential housing units (including 11 housing units affordable at below-market rate, or BMR, rents), residential amenity buildings, off-street parking and circulation improvements, open space and landscaping, and recreational fields and amenities, at the former Oddstad Elementary School located at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020-009).

California Environmental Quality Act (CEQA) action: The Final environmental impact report (EIR) was certified and Findings of Fact and a Statement of Overriding City Council Regular Meeting 4 May 08, 2023
Considerations, due to significant and unavoidable environmental impacts that would result from the project, were adopted by the City Council on April 24, 2023.

PROPOSED ACTION:
(1) Waive the second reading and adopt by title only the Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Rezoning RZ-205-20 and Development Plan DP-81-20 to establish a Planned Development (P-D) zoning district with development plan for the Pacifica School District workforce housing project to construct 70 residential units at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020-009)”; and
(2) Waive the second reading and adopt by title only the Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Development Agreement DA-3-20 to establish a development agreement between the Pacifica School District and City of Pacifica to provide certain public and private benefits in conjunction with a development project at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020-009).”

PUBLIC COMMENTS ON ITEMS NOT ON THE POSTED AGENDA
This portion of the Agenda is available for the public to address the City Council on any issue that is not on the Agenda. Any person wishing to address the Council shall be recognized by the Mayor during this time, provided, however, that only items not on the agenda for that meeting may be addressed. All remarks shall be addressed to the Council as a body and not to any member thereof. Councilmembers shall not enter into debate with speakers under Public Comments on Items Not on the Posted Agenda. A maximum time of three minutes will be allowed for any speaker. Persons addressing the City Council shall adhere to time limits and not disrupt the conduct of the meeting, and not make threats against any person or the public order. The Mayor, or their designee, may remove or cause the removal of an individual for disrupting the meeting, after providing the necessary warning pursuant to California Government Code Section 54957.95 with confirmation from the City Attorney that removal is appropriate.

COUNCIL COMMUNICATIONS
The purpose of Council Communications is for Councilmembers to inform each other of items of potential interest to other Councilmembers, such as interagency meetings.

STAFF COMMUNICATIONS
The purpose of Staff Communications is for the City Manager to offer announcements as appropriate.

PUBLIC HEARINGS - NONE.

CONSIDERATION

10. City Council Strategic Planning for FY2023-24
PROPOSED ACTION: Approve the City of Pacifica 2023 to 2030 Strategic Plan Mission, Vision, Values, Goals and Strategies.

11. Proposed Fiscal Year 2023-24 Base Budget, budget strategies, and the Introduction of the FY 2023-28 Capital Improvement Plan.

PROPOSED ACTION: Accept the report and provide feedback and direction on the City Council Regular Meeting 5 May 08, 2023
proposed Fiscal Year 2023-24 Base Budget, budget strategies, and the Introduction of the FY 2023-28 Capital Improvement Plan.

12. Resolution of Intention to Amend the Pacifica Hotel Business Improvement District (BID) by amending the Pacifica Municipal Code to remove provision for allocation of funds within thirty days and transition the Managing Agency role of the BID to the City of Pacifica.

PROPOSED ACTION: Adopt the resolution entitled "A resolution of the City Council of the City of Pacifica declaring the City Council's intention to amend the Pacifica Hotel Business Improvement District (BID) by amending Section 3-17.03 (administration) of Chapter 17 (hotel business improvement district) within Title 3 (Finance) of the Pacifica Municipal Code to remove provision for allocation of funds within thirty days and to replace the Pacifica Chamber of Commerce as the Managing Agency of the BID with the City of Pacifica", and set the date of June 12, 2023, for the Public Hearing on these changes in the BID administration and continuation of annual levy of assessments on hotels within the BID at the same rate as in Fiscal Year 2022-23.

ADJOURN
NOTICE: If you challenge a city's zoning, planning or other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Judicial review of any city administrative decision may be had only if a petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environmental determinations may be subject to a shorter time period for litigation, in certain cases 30 days following the date of the final decision The City of Pacifica will provide assistance for disabled citizens upon at least 24 hours advance notice to the City Manager’s Office (650) 738-7301, or send request via email to:
[email protected] if you need sign language assistance or written material printed in a larger font or taped, advance notice is necessary. All meeting rooms are accessible to the disabled.

The Pacifica Municipal Code is available online at the City’s website (www.cityofpacifica.org/municode);

HOW TO OBTAIN CITY COUNCIL AGENDAS
Posted agendas:

Agendas are posted no later than Friday prior to the City Council meeting date, at the entrance to the City Hall location at the Pacifica Community Center, 540 Crespi Drive.

View on the Internet:

Follow the link to Council agenda, at www.cityofpacifica.org E-mail subscription:

Send a request to Sarah Coffey, at [email protected] City Clerk’s Office/City Manager’s Office
City Hall, 540 Crespi Drive
Council meetings:

Agendas are available at the City Council meeting

HOW TO REACH YOUR GOVERNMENT OFFICIALS
• Governor Gavin Newsom, State Capitol Building, Sacramento CA 95814 (916) 445-2841 • State Senator Josh Becker, 1528 So. El Camino Real, Suite 303, San Mateo CA 94402 (650) 212-3313 City Council Regular Meeting 6 May 08, 2023
• Assembly Member Marc Berman, 721 Colorado Ave, Suite 101, Palo Alto CA 94303 (650) 324-0224 • Congresswoman Anna Eshoo, 698 Emerson Street, Palo Alto CA 94301 (650) 323-2984 • Senator Alex Padilla, B03 Russell Senate Office Building, Washington DC 20510 (202) 224-3553 • Senator Dianne Feinstein, #1 Post Street, Suite 2450, San Francisco CA 94104 (415) 393-0707 • President Joseph R. Biden, 1600 Pennsylvania Ave. NW, Washington DC 20500

CITY COUNCIL
• Mayor Tygarjas Bigstyck, tbigstyck@ pacifica.gov
• Mayor pro Tem Sue Vaterlaus, [email protected]
• Councilmember Sue Beckmeyer, [email protected]
• Councilmember Mary Bier, [email protected]
• Councilmember Christine Boles, [email protected]

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Approval of Disbursements for Dated 4/01/23 through 4/30/23.

RECOMMENDED ACTION:

Receive and file the Monthly Check Register Report for the month of April 2023 STAFF CONTACT:

Lucy Xie, Deputy Finance Director
(650) 738-7395
[email protected]
BACKGROUND/DISCUSSION:

Staff has submitted the following Monthly Check Register Report per California Government Code, Title 4, Division 3, Part 3, Chapter 3, Section 41004:
• Disbursements dated 4/01/23 through 4/30/23 are in the amount of $ 2,640,328.25 (Attachment 1).

FISCAL IMPACT:

There is no fiscal impact associated with acceptance of the Monthly Check Register Report.

ORIGINATED BY:

Finance Department
ATTACHMENT LIST:

Disbursements -FY 22-23 - 4-1 to 4-30-23 (PDF)
1 Packet Pg. 7
Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 1

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64501 225.00 04/07/23 OUTSTANDING SYSTEM 04411 4C4 PENINSULA COUNCIL OF LIONS CLUB 1 64502 728.00 04/07/23 OUTSTANDING SYSTEM 04029 ALAMEDA COUNTY FIRE DEPARTMENT 1 64503 132.75 04/07/23 OUTSTANDING SYSTEM 04066 ALERT PEST CONTROL COMPANY INC 1 64504 2098.16 04/07/23 OUTSTANDING SYSTEM 04980 AMAZON.COM SALES, INC. 1 64505 572.00 04/07/23 OUTSTANDING SYSTEM 05556 AMERICAN DEBRIS BOX SERVICE INC. 1 64506 2000.00 04/07/23 OUTSTANDING SYSTEM 05818 ANN MORRISON 1 64507 4778.74 04/07/23 OUTSTANDING SYSTEM 00217 ASSOCIATION OF BAY AREA GOVERNMENTS 1 64508 194.67 04/07/23 OUTSTANDING SYSTEM 00009 AT&T MOBILITY 1 64509 300.00 04/07/23 OUTSTANDING SYSTEM 04561 AVINA, ANGEL 1 64510 3725.00 04/07/23 OUTSTANDING SYSTEM 04924 BEREND DESIGN & CONSTRUCTION 1 64511 216.04 04/07/23 OUTSTANDING SYSTEM 00002 BRAUN, LUCIE (PETTY CASH) 1 64512 5748.53 04/07/23 OUTSTANDING SYSTEM 04524 BRUECK, CYNTHIA 1 64513 73721.93 04/07/23 OUTSTANDING SYSTEM 02502 BURKE WILLIAMS AND SORENSEN LLP 1 64514 110.00 04/07/23 OUTSTANDING SYSTEM 00011 C.W.E.A. 1 64515 232.00 04/07/23 OUTSTANDING SYSTEM 01690 CALTEST ANALYTICAL LAB 1 64516 1845.60 04/07/23 OUTSTANDING SYSTEM 00507 CHILDCARE CAREERS 1 64517 1001.54 04/07/23 OUTSTANDING SYSTEM 00510 CINTAS CORPORATION #464 1 64518 725.50 04/07/23 OUTSTANDING SYSTEM 02168 COMCAST 1 64519 42841.57 04/07/23 OUTSTANDING SYSTEM 00611 CSG CONSULTANTS, INC. 1 64520 3964.66 04/07/23 OUTSTANDING SYSTEM 00025 DALY CITY/CITY OF 1 64521 10170.00 04/07/23 OUTSTANDING SYSTEM 00645 DAVEY TREE EXPERT COMPANY 1 64522 53175.00 04/07/23 OUTSTANDING SYSTEM 01854 DYETT & BHATIA 1 64523 350.00 04/07/23 OUTSTANDING SYSTEM 04386 EDGEWORTH INTEGRATION LLC 1 64524 18906.00 04/07/23 OUTSTANDING SYSTEM 05687 ELLIS INVESTIGATIONS LAW CORPORATION 1 64525 19.00 04/07/23 OUTSTANDING SYSTEM 03047 FASTRAK VIOLATION PROCESSING DEPARTMENT 1 64526 5971.68 04/07/23 OUTSTANDING SYSTEM 02767 FLYERS ENERGY, LLC Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 2

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64527 1187.79 04/07/23 OUTSTANDING SYSTEM 00822 G3 ENGINEERING, INC. 1 64528 50572.57 04/07/23 OUTSTANDING SYSTEM 04369 GHD INC. 1 64529 74.56 04/07/23 OUTSTANDING SYSTEM 00861 GOLDEN GATE TRUCK CENTER 1 64530 750.00 04/07/23 OUTSTANDING SYSTEM 03947 GRANICUS, INC. 1 64531 175.00 04/07/23 OUTSTANDING SYSTEM 05492 GREASE TRAP CLEANERS, LLC 1 64532 12068.75 04/07/23 OUTSTANDING SYSTEM 03616 GROUP 4 ARCHITECTURE RESEARCH PLANNING I 1 64533 3268.64 04/07/23 OUTSTANDING SYSTEM 04131 HDL SOFTWARE, LLC 1 64534 7256.65 04/07/23 OUTSTANDING SYSTEM 00919 HERC RENTALS INC. 1 64535 149.47 04/07/23 OUTSTANDING SYSTEM 00001 HIGGINS, JEFF 1 64536 290.40 04/07/23 OUTSTANDING SYSTEM 00926 HILTON IRENE 1 64537 1154.12 04/07/23 OUTSTANDING SYSTEM 00927 HINDERLITER, DE LLAMAS & ASSOC 1 64538 87.50 04/07/23 OUTSTANDING SYSTEM 00993 IRVINE & JACHENS INC. 1 64539 382.81 04/07/23 OUTSTANDING SYSTEM 05811 J A MOMANEY SERVICES, INC.

http://pac-gems/fms/BISystem/ReadROCFile.asp?sWC=C&iIdx=&FileName=D:\GemsEnv... 5/1/2023

1.a
Packet Pg. 8
Attachment: Disbursements -FY 22-23 - 4-1 to 4-30-23 (5342 : Disbursements - Dated 4/01/23 through 4/30/23) 1 64540 1739.77 04/07/23 OUTSTANDING SYSTEM 04086 JACK DOHENY COMPANY 1 64541 1650.00 04/07/23 OUTSTANDING SYSTEM 05817 JAMES WONG 1 64542 52455.45 04/07/23 OUTSTANDING SYSTEM 05467 JDB & SONS CONSTRUCTION, INC. 1 64543 620.40 04/07/23 OUTSTANDING SYSTEM 01014 JOHN THE SIGN GUY LLC 1 64544 96.73 04/07/23 OUTSTANDING SYSTEM 01812 KBA DOCUSYS 1 64545 470.31 04/07/23 OUTSTANDING SYSTEM 01070 LAURETTA PRINTING COMPANY 1 64546 500.00 04/07/23 OUTSTANDING SYSTEM 00001 LAVEZZO, GIORGIO 1 64547 2000.00 04/07/23 OUTSTANDING SYSTEM 05819 MANUEL GONZALES 1 64548 223.41 04/07/23 OUTSTANDING SYSTEM 01142 MC MASTER-CARR SUPPLY COMPANY 1 64549 8678.75 04/07/23 OUTSTANDING SYSTEM 04077 METROPOLITAN PLANNING GROUP 1 64550 262.50 04/07/23 OUTSTANDING SYSTEM 01378 MUSCIO ELECTRIC 1 64551 591.21 04/07/23 OUTSTANDING SYSTEM 04549 NAF SERVICES, INC. 1 64552 601.51 04/07/23 OUTSTANDING SYSTEM 03319 NEWEGG BUSINESS, INC.

Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 3

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64553 4833.77 04/07/23 OUTSTANDING SYSTEM 03656 NORTH AMERICAN FENCE & RAILING 1 64554 32.79 04/07/23 OUTSTANDING SYSTEM 01217 OFFICE DEPOT 1 64555 5417.00 04/07/23 OUTSTANDING SYSTEM 01249 PACIFICA CHAMBER OF COMMERCE 1 64556 13104.00 04/07/23 OUTSTANDING SYSTEM 01261 PACIFICA SCHOOL DISTRICT 1 64557 520.82 04/07/23 OUTSTANDING SYSTEM 04139 PET FOOD EXPRESS 1 64558 1344.12 04/07/23 OUTSTANDING SYSTEM 00320 PLAN JPA 1 64559 166.63 04/07/23 OUTSTANDING SYSTEM 01317 PREFERRED ALLIANCE, INC. 1 64560 237.32 04/07/23 OUTSTANDING SYSTEM 01336 QUILL CORPORATION 1 64561 8375.98 04/07/23 OUTSTANDING SYSTEM 04026 RANEY PLANNING AND MANAGEMENT, INC 1 64562 19289.28 04/07/23 OUTSTANDING SYSTEM 04806 RICHARD SMITH 1 64563 9181.32 04/07/23 OUTSTANDING SYSTEM 03115 RMI MECHANICAL CONTRACTOR, INC. 1 64564 1468.69 04/07/23 OUTSTANDING SYSTEM 01382 ROSEMOUNT INC. 1 64565 11040.00 04/07/23 OUTSTANDING SYSTEM 00046 SAN BRUNO/CITY OF 1 64566 1995.00 04/07/23 OUTSTANDING SYSTEM 00055 SAN MATEO COUNTY FORENSIC LAB 1 64567 78.08 04/07/23 OUTSTANDING SYSTEM 05197 SAN MATEO COUNTY MOSQUITO & VECTOR CONTR 1 64568 196.77 04/07/23 OUTSTANDING SYSTEM 01422 SAN MATEO ELECTRONIC SUPPLY 1 64569 14642.50 04/07/23 OUTSTANDING SYSTEM 01362 SLOAN SAKAI YEUNG & WONG LLP 1 64570 494.16 04/07/23 OUTSTANDING SYSTEM 02642 T-MOBILE CORPORATION 1 64571 1477.64 04/07/23 OUTSTANDING SYSTEM 01587 TELECOMMUNICATIONS ENGINEERING ASSOCIATE 1 64572 19803.66 04/07/23 OUTSTANDING SYSTEM 01635 TROJAN TECHNOLOGIES, INC. 1 64573 281.95 04/07/23 OUTSTANDING SYSTEM 04418 U.S. BANK EQUIPMENT FINANCING, INC. 1 64574 21107.20 04/07/23 OUTSTANDING SYSTEM 01653 UNITED RENTALS (NORTH AMERICA) 1 64575 1234.91 04/07/23 OUTSTANDING SYSTEM 04576 UNIVAR SOLUTIONS USA INC 1 64576 3320.22 04/07/23 OUTSTANDING SYSTEM 03835 US FOODS, INC 1 64577 2906.93 04/07/23 OUTSTANDING SYSTEM 01684 VERIZON WIRELESS 1 64578 179.38 04/07/23 OUTSTANDING SYSTEM 04999 VISUAL EDGE, INC.

Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 4

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME

http://pac-gems/fms/BISystem/ReadROCFile.asp?sWC=C&iIdx=&FileName=D:\GemsEnv... 5/1/2023

1.a
Packet Pg. 9
Attachment: Disbursements -FY 22-23 - 4-1 to 4-30-23 (5342 : Disbursements - Dated 4/01/23 through 4/30/23) 1 64579 1247.14 04/07/23 OUTSTANDING SYSTEM 01673 VWR INTERNATIONAL 1 64580 6964.48 04/07/23 OUTSTANDING SYSTEM 01701 WECO INDUSTRIES 1 64581 1100.00 04/07/23 OUTSTANDING SYSTEM 01729 WITMER-TYSON IMPORTS, INC. 1 64582 119.21 04/07/23 OUTSTANDING SYSTEM 00001 WOODHOUSE, KEVIN 1 64583 4602.34 04/14/23 OUTSTANDING SYSTEM 00009 AT&T
1 64584 4980.11 04/14/23 OUTSTANDING SYSTEM 00138 ALL INDUSTRIAL ELECTRIC SUPPLY, INC. 1 64585 2000.00 04/14/23 OUTSTANDING SYSTEM 05821 ALLEN HALE 1 64586 792.21 04/14/23 OUTSTANDING SYSTEM 04980 AMAZON.COM SALES, INC. 1 64587 50.32 04/14/23 OUTSTANDING SYSTEM 00009 AT&T LONG DISTANCE 1 64588 425.40 04/14/23 OUTSTANDING SYSTEM 00293 BEARING AGENCIES INC 1 64589 95.00 04/14/23 OUTSTANDING SYSTEM 05127 BLEYLE ELEVATOR, INC. 1 64590 11137.50 04/14/23 OUTSTANDING SYSTEM 05463 BRETT STOLLENWERK 1 64591 758.16 04/14/23 OUTSTANDING SYSTEM 02502 BURKE WILLIAMS AND SORENSEN LLP 1 64592 4950.00 04/14/23 OUTSTANDING SYSTEM 05483 CALIFORNIA CONSULTING, INC. 1 64593 1706.00 04/14/23 OUTSTANDING SYSTEM 04757 CATHOLIC CHARITIES CYO OF THE ARCHDIOCES 1 64594 1669.80 04/14/23 OUTSTANDING SYSTEM 00507 CHILDCARE CAREERS 1 64595 250.10 04/14/23 OUTSTANDING SYSTEM 00510 CINTAS CORPORATION #464 1 64596 115.50 04/14/23 OUTSTANDING SYSTEM 05082 COLUMN, PBC 1 64597 277.05 04/14/23 OUTSTANDING SYSTEM 01374 CORE & MAIN 1 64598 12344.00 04/14/23 OUTSTANDING SYSTEM 05341 CREATIVE DIGITAL AGENCY INC. 1 64599 28.57 04/14/23 OUTSTANDING SYSTEM 00635 DALY CITY TOOL MART 1 64600 2000.00 04/14/23 OUTSTANDING SYSTEM 05822 DAVE BYAS 1 64601 10800.00 04/14/23 OUTSTANDING SYSTEM 02201 DISCOUNT PLUMBING, INC. 1 64602 195.40 04/14/23 OUTSTANDING SYSTEM 05683 ECE STEP 1 64603 14.00 04/14/23 OUTSTANDING SYSTEM 03047 FASTRAK VIOLATION PROCESSING DEPARTMENT 1 64604 11487.31 04/14/23 OUTSTANDING SYSTEM 03006 FEHR PEERS Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 5

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64605 111.21 04/14/23 OUTSTANDING SYSTEM 05820 GAIL BENNETT 1 64606 18540.02 04/14/23 OUTSTANDING SYSTEM 04369 GHD INC. 1 64607 1594.83 04/14/23 OUTSTANDING SYSTEM 04859 HOME DEPOT CREDIT SERVICES 1 64608 3474.59 04/14/23 OUTSTANDING SYSTEM 03414 INDUSTRIAL ELECTRICAL CO. 1 64609 4839.78 04/14/23 OUTSTANDING SYSTEM 04704 JAMES STANFIELD 1 64610 1615.00 04/14/23 OUTSTANDING SYSTEM 01005 JEFFERSON UNION HIGH SCH DIST 1 64611 527.40 04/14/23 OUTSTANDING SYSTEM 01014 JOHN THE SIGN GUY LLC 1 64612 1104.41 04/14/23 OUTSTANDING SYSTEM 03929 KENT CLEANERS 1 64613 582.92 04/14/23 OUTSTANDING SYSTEM 01055 KONE INC 1 64614 550.43 04/14/23 OUTSTANDING SYSTEM 00001 MCINTURF, GREG 1 64615 1580.00 04/14/23 OUTSTANDING SYSTEM 04077 METROPOLITAN PLANNING GROUP 1 64616 144.86 04/14/23 OUTSTANDING SYSTEM 00001 MONZON, NADINE 1 64617 739.01 04/14/23 OUTSTANDING SYSTEM 04549 NAF SERVICES, INC. 1 64618 11873.40 04/14/23 OUTSTANDING SYSTEM 01206 NORTH COAST COUNTY WATER DIST. 1 64619 1322.03 04/14/23 OUTSTANDING SYSTEM 02486 O'REILLY AUTO PARTS 1 64620 381.40 04/14/23 OUTSTANDING SYSTEM 01217 OFFICE DEPOT 1 64621 400.00 04/14/23 OUTSTANDING SYSTEM 04315 PEDRO POINT COMMUNITY ASSOCIATION

http://pac-gems/fms/BISystem/ReadROCFile.asp?sWC=C&iIdx=&FileName=D:\GemsEnv... 5/1/2023

1.a
Packet Pg. 10
Attachment: Disbursements -FY 22-23 - 4-1 to 4-30-23 (5342 : Disbursements - Dated 4/01/23 through 4/30/23) 1 64622 370.00 04/14/23 OUTSTANDING SYSTEM 04315 PEDRO POINT COMMUNITY ASSOCIATION 1 64623 154.13 04/14/23 OUTSTANDING SYSTEM 01336 QUILL CORPORATION 1 64624 10614.83 04/14/23 OUTSTANDING SYSTEM 04026 RANEY PLANNING AND MANAGEMENT, INC 1 64625 1890.00 04/14/23 OUTSTANDING SYSTEM 05774 RINCON CONSULTANTS INC 1 64626 9.79 04/14/23 OUTSTANDING SYSTEM 00001 SALACUP, MACAELA 1 64627 111.21 04/14/23 OUTSTANDING SYSTEM 00001 SLOANE, ANDREW 1 64628 7815.00 04/14/23 OUTSTANDING SYSTEM 01503 SMITH-EMERY COMPANY 1 64629 55.14 04/14/23 OUTSTANDING SYSTEM 01513 SOUTH CITY LUMBER 1 64630 426.00 04/14/23 OUTSTANDING SYSTEM 02331 STANLEY ACCESS TECH LLC Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 6

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64631 494.13 04/14/23 OUTSTANDING SYSTEM 02642 T-MOBILE CORPORATION 1 64632 504.20 04/14/23 OUTSTANDING SYSTEM 04418 U.S. BANK EQUIPMENT FINANCING, INC. 1 64633 9155.37 04/14/23 OUTSTANDING SYSTEM 04670 U.S. TELEPACIFIC CORP. 1 64634 467.52 04/14/23 OUTSTANDING SYSTEM 01647 ULINE SHIPPING SUPPLY SPECIALISTS 1 64635 3238.00 04/14/23 OUTSTANDING SYSTEM 02527 UNIVERSAL BUILDING SERVICES 1 64636 6819.57 04/14/23 OUTSTANDING SYSTEM 03835 US FOODS, INC 1 64637 3970.41 04/14/23 OUTSTANDING SYSTEM 01673 VWR INTERNATIONAL 1 64638 85.50 04/14/23 OUTSTANDING SYSTEM 05163 WEX HEALTH, INC. 1 64639 641.88 04/14/23 OUTSTANDING SYSTEM 01747 ZEP SALES & SERVICE 1 64640 390.50 04/14/23 OUTSTANDING SYSTEM 05469 BCC BENEFIT COORDINATORS CORPORATION 1 64641 15174.34 04/14/23 OUTSTANDING SYSTEM 05469 BCC BENEFIT COORDINATORS CORPORATION 1 64642 9220.77 04/14/23 OUTSTANDING SYSTEM 03741 BENEFIT COORDINATORS CORPORATION 1 64643 29.50 04/14/23 OUTSTANDING SYSTEM 01757 CALIFORNIA ASSN OF PROFESSIONAL FIREFIGH 1 64644 242.76 04/14/23 OUTSTANDING SYSTEM 00814 CALIFORNIA STATE DISBURSEMENT UNIT 1 64645 192.00 04/14/23 OUTSTANDING SYSTEM 00814 CALIFORNIA STATE DISBURSEMENT UNIT 1 64646 702.00 04/14/23 OUTSTANDING SYSTEM 01757 CLEA
1 64647 50.00 04/14/23 OUTSTANDING SYSTEM 00814 FRANCHISE TAX BOARD 1 64648 562.66 04/14/23 OUTSTANDING SYSTEM 00814 FRANCHISE TAX BOARD 1 64649 100.00 04/14/23 OUTSTANDING SYSTEM 00814 FRANCHISE TAX BOARD 1 64650 778.37 04/14/23 OUTSTANDING SYSTEM 01758 PACIFICA FIREFIGHTERS UNION 1 64651 720.00 04/14/23 OUTSTANDING SYSTEM 01759 PACIFICA POLICE OFFICERS ASSOCIATION 1 64652 180.00 04/14/23 OUTSTANDING SYSTEM 01760 PACIFICA POLICE OFFICERS SAVINGS 1 64653 420.00 04/14/23 OUTSTANDING SYSTEM 01769 PACIFICA POLICE SUPERVISORS ASSOCIATION 1 64654 1464.87 04/14/23 OUTSTANDING SYSTEM 01758 SMC FIREFIGHTERS IAFF Local 2400 1 64655 92.00 04/14/23 OUTSTANDING SYSTEM 01758 SMC FIREFIGHTERS PAC 1 64656 567.00 04/14/23 OUTSTANDING SYSTEM 01768 TEAMSTERS LOCAL #350 Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 7

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64657 2608.50 04/14/23 OUTSTANDING SYSTEM 01764 TEAMSTERS LOCAL #856 1 64658 17.32 04/14/23 OUTSTANDING SYSTEM 01766 VISION SERVICE PLAN-CA 1 64659 3655.58 04/14/23 OUTSTANDING SYSTEM 01766 VISION SERVICE PLAN-CA

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Attachment: Disbursements -FY 22-23 - 4-1 to 4-30-23 (5342 : Disbursements - Dated 4/01/23 through 4/30/23) 1 64660 683317.42 04/20/23 OUTSTANDING SYSTEM 05495 W.E. LYONS CONSTRUCTION CO. 1 64661 119.76 04/21/23 OUTSTANDING SYSTEM 00009 AT&T
1 64662 832.12 04/21/23 OUTSTANDING SYSTEM 05713 ABACUS PRODUCTS INC. 1 64663 533.57 04/21/23 OUTSTANDING SYSTEM 00045 ALBERTSONS / SAFEWAY 1 64664 59.48 04/21/23 OUTSTANDING SYSTEM 00136 ALHAMBRA 1 64665 934.82 04/21/23 OUTSTANDING SYSTEM 00138 ALL INDUSTRIAL ELECTRIC SUPPLY, INC. 1 64666 360.00 04/21/23 OUTSTANDING SYSTEM 05760 AMANDA M ROBERTI 1 64667 2411.87 04/21/23 OUTSTANDING SYSTEM 04980 AMAZON.COM SALES, INC. 1 64668 271.00 04/21/23 OUTSTANDING SYSTEM 05556 AMERICAN DEBRIS BOX SERVICE INC. 1 64669 343.00 04/21/23 OUTSTANDING SYSTEM 03895 AMERICAN FIDELITY ADMINISTRATIVE SERVICE 1 64670 74.70 04/21/23 OUTSTANDING SYSTEM 05005 AMERICAN TRANSIT SUPPLY 1 64671 921.67 04/21/23 OUTSTANDING SYSTEM 00009 AT&T
1 64672 203.48 04/21/23 OUTSTANDING SYSTEM 00009 AT&T MOBILITY 1 64673 360.00 04/21/23 OUTSTANDING SYSTEM 01804 BACHECKI BOB 1 64674 2049.04 04/21/23 OUTSTANDING SYSTEM 00335 BLUE RIBBON SUPPLY COMPANY 1 64675 200.00 04/21/23 OUTSTANDING SYSTEM 02118 BOOTZIN/ALEX 1 64676 569.15 04/21/23 OUTSTANDING SYSTEM 00365 BROADMOOR LANDSCAPE SUPPLY 1 64677 8472.12 04/21/23 OUTSTANDING SYSTEM 02502 BURKE WILLIAMS AND SORENSEN LLP 1 64678 510.64 04/21/23 OUTSTANDING SYSTEM 00381 C.H. BULL COMPANY 1 64679 82.03 04/21/23 OUTSTANDING SYSTEM 00454 CAL-STEAM INC.#2504 1 64680 7599.00 04/21/23 OUTSTANDING SYSTEM 00014 CALIFORNIA DEPARTMENT OF EDUCATION 1 64681 2734.00 04/21/23 OUTSTANDING SYSTEM 00439 CALIFORNIA REGIONAL WATER QUALITY CONTRO 1 64682 736.00 04/21/23 OUTSTANDING SYSTEM 00014 CALIFORNIA STATE OF Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 8

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64683 101.99 04/21/23 OUTSTANDING SYSTEM 00452 CALPICO INC. 1 64684 140.00 04/21/23 OUTSTANDING SYSTEM 01690 CALTEST ANALYTICAL LAB 1 64685 154.20 04/21/23 OUTSTANDING SYSTEM 00001 CAMARGO, SUZANNE 1 64686 95347.75 04/21/23 OUTSTANDING SYSTEM 02655 CAROLLO 1 64687 668.62 04/21/23 OUTSTANDING SYSTEM 00483 CDW GOVERNMENT, INC. 1 64688 2349.00 04/21/23 OUTSTANDING SYSTEM 00507 CHILDCARE CAREERS 1 64689 568.84 04/21/23 OUTSTANDING SYSTEM 00510 CINTAS 1 64690 2973.13 04/21/23 OUTSTANDING SYSTEM 00510 CINTAS CORPORATION #464 1 64691 1450.00 04/21/23 OUTSTANDING SYSTEM 00019 COLMA POLICE DEPARTMENT 1 64692 2491.50 04/21/23 OUTSTANDING SYSTEM 05082 COLUMN, PBC 1 64693 687.31 04/21/23 OUTSTANDING SYSTEM 04677 CORODATA RECORDS MANAGEMENT INC 1 64694 137.00 04/21/23 OUTSTANDING SYSTEM 00001 CORONA ARROYO, SANTIAGO 1 64695 1000.00 04/21/23 OUTSTANDING SYSTEM 05148 COSMIC RENOVATION AND ROOFING 1 64696 43725.57 04/21/23 OUTSTANDING SYSTEM 00611 CSG CONSULTANTS, INC. 1 64697 2000.00 04/21/23 OUTSTANDING SYSTEM 05826 CYNTHIA YOUNG 1 64698 238743.41 04/21/23 OUTSTANDING SYSTEM 03121 D.W. NICHOLSON CORPORTATION 1 64699 870.00 04/21/23 OUTSTANDING SYSTEM 00645 DAVEY TREE EXPERT COMPANY 1 64700 500.00 04/21/23 OUTSTANDING SYSTEM 04046 DE VERA, ARTHUR 1 64701 312.86 04/21/23 OUTSTANDING SYSTEM 00001 DIETERLE, DANA 1 64702 1300.00 04/21/23 OUTSTANDING SYSTEM 04321 DUBOCE JANITORIAL SERVICES

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Attachment: Disbursements -FY 22-23 - 4-1 to 4-30-23 (5342 : Disbursements - Dated 4/01/23 through 4/30/23) 1 64703 176.62 04/21/23 OUTSTANDING SYSTEM 02793 EAST PENN MANUFACTURING CO., INC 1 64704 109.95 04/21/23 OUTSTANDING SYSTEM 00489 ENTERSECT 1 64705 2788.11 04/21/23 OUTSTANDING SYSTEM 03458 EOA INC 1 64706 31.75 04/21/23 OUTSTANDING SYSTEM 03047 FASTRAK VIOLATION PROCESSING DEPARTMENT 1 64707 10652.68 04/21/23 OUTSTANDING SYSTEM 02767 FLYERS ENERGY, LLC 1 64708 157.98 04/21/23 OUTSTANDING SYSTEM 00001 FRY, HAYDEN Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 9

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64709 328.13 04/21/23 OUTSTANDING SYSTEM 02213 GARRATT CALLAHAN 1 64710 12143.14 04/21/23 OUTSTANDING SYSTEM 05220 GHIRARDELLI ASSOCIATES, INC. 1 64711 992.04 04/21/23 OUTSTANDING SYSTEM 00872 GRAINGER 1 64712 912.99 04/21/23 OUTSTANDING SYSTEM 00875 GRANITE ROCK COMPANY #26577 1 64713 12317.72 04/21/23 OUTSTANDING SYSTEM 00919 HERC RENTALS INC. 1 64714 110.00 04/21/23 OUTSTANDING SYSTEM 00924 HILL SCOTT 1 64715 290.40 04/21/23 OUTSTANDING SYSTEM 00926 HILTON IRENE 1 64716 6150.00 04/21/23 OUTSTANDING SYSTEM 00927 HINDERLITER, DE LLAMAS & ASSOC 1 64717 231.91 04/21/23 OUTSTANDING SYSTEM 05667 IPS GROUP INC. 1 64718 371.45 04/21/23 OUTSTANDING SYSTEM 04704 JAMES STANFIELD 1 64719 2000.00 04/21/23 OUTSTANDING SYSTEM 05827 JILL GROCHOWSKI 1 64720 1460.83 04/21/23 OUTSTANDING SYSTEM 01014 JOHN THE SIGN GUY LLC 1 64721 868.84 04/21/23 OUTSTANDING SYSTEM 01027 K 119 OF CALIFORNIA 1 64722 95.00 04/21/23 OUTSTANDING SYSTEM 05333 KASEYA US LLC 1 64723 93.60 04/21/23 OUTSTANDING SYSTEM 04781 KING, KATHLEEN 1 64724 678.13 04/21/23 OUTSTANDING SYSTEM 01070 LAURETTA PRINTING COMPANY 1 64725 357919.09 04/21/23 OUTSTANDING SYSTEM 05424 LIFFEY ELECTRIC, INC. 1 64726 1099.47 04/21/23 OUTSTANDING SYSTEM 01095 LINDA MAR HARDWARE 1 64727 7310.00 04/21/23 OUTSTANDING SYSTEM 05582 LUHDORFF AND SCALMANINI CONSULTING ENGIN 1 64728 80.02 04/21/23 OUTSTANDING SYSTEM 00001 LUJAN, MATTHEW 1 64729 166.43 04/21/23 OUTSTANDING SYSTEM 00002 MANGIBIN, VIMA (PETTY CASH) 1 64730 1043.81 04/21/23 OUTSTANDING SYSTEM 01007 MATCO TOOLS 1 64731 1154.05 04/21/23 OUTSTANDING SYSTEM 01142 MC MASTER-CARR SUPPLY COMPANY 1 64732 500.87 04/21/23 OUTSTANDING SYSTEM 00001 MEEHLEIB, AUDIE 1 64733 1974.97 04/21/23 OUTSTANDING SYSTEM 01183 MUNICIPAL MAINTENANCE EQUIPMENT, INC. 1 64734 925.00 04/21/23 OUTSTANDING SYSTEM 05823 NATASIA SCHIBINGER Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 10

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64735 7649.00 04/21/23 OUTSTANDING SYSTEM 03656 NORTH AMERICAN FENCE & RAILING 1 64736 6.74 04/21/23 OUTSTANDING SYSTEM 01217 OFFICE DEPOT 1 64737 853.20 04/21/23 OUTSTANDING SYSTEM 00519 OMMM PACIFICA 1 64738 205188.53 04/21/23 OUTSTANDING SYSTEM 01240 PACIFIC GAS & ELECTRIC CO. 1 64739 3000.00 04/21/23 OUTSTANDING SYSTEM 01240 PACIFIC GAS & ELECTRIC CO. 1 64740 184.30 04/21/23 OUTSTANDING SYSTEM 01243 PACIFIC MANOR HARDWARE, INC. 1 64741 298.59 04/21/23 OUTSTANDING SYSTEM 01244 PACIFIC NURSERIES

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Attachment: Disbursements -FY 22-23 - 4-1 to 4-30-23 (5342 : Disbursements - Dated 4/01/23 through 4/30/23) 1 64742 176.62 04/21/23 OUTSTANDING SYSTEM 00054 PAPE MACHINERY 1 64743 2000.00 04/21/23 OUTSTANDING SYSTEM 05828 PAUL VALDEZ 1 64744 25.00 04/21/23 OUTSTANDING SYSTEM 04315 PEDRO POINT COMMUNITY ASSOCIATION 1 64745 550.00 04/21/23 OUTSTANDING SYSTEM 03370 PEERY & ASSOCIATES INCORPORATED 1 64746 2098.63 04/21/23 OUTSTANDING SYSTEM 03071 PHENOVA 1 64747 2568.50 04/21/23 OUTSTANDING SYSTEM 00320 PLAN JPA 1 64748 332.32 04/21/23 OUTSTANDING SYSTEM 01336 QUILL CORPORATION 1 64749 483.80 04/21/23 OUTSTANDING SYSTEM 00042 R & S ERECTION NORTH PENINSULA INC. 1 64750 2000.00 04/21/23 OUTSTANDING SYSTEM 05829 RICHARD RAAWE 1 64751 820.59 04/21/23 OUTSTANDING SYSTEM 01402 SAFETY-KLEEN CORP. 1 64752 3639.50 04/21/23 OUTSTANDING SYSTEM 00022 SAN MATEO COUNTY CONTROLLER 1 64753 164.51 04/21/23 OUTSTANDING SYSTEM 00022 SAN MATEO COUNTY INFORMATION SERVICES 1 64754 981.93 04/21/23 OUTSTANDING SYSTEM 01423 SAN MATEO LAWN MOWER SHOP 1 64755 21.85 04/21/23 OUTSTANDING SYSTEM 01450 SEAVIEW TIRE & BRAKE CENTER 1 64756 3442.31 04/21/23 OUTSTANDING SYSTEM 04860 SERRA YELLOW CAB 1 64757 212.13 04/21/23 OUTSTANDING SYSTEM 02182 SERVICE PRESS, INC. 1 64758 151.86 04/21/23 OUTSTANDING SYSTEM 05465 SIGILLO SUPPLY, INC. 1 64759 2800.00 04/21/23 OUTSTANDING SYSTEM 01501 SMELLY MEL'S PLUMBING 1 64760 168.43 04/21/23 OUTSTANDING SYSTEM 00002 SOLIS, ELIZABETH ( PETTY CASH ) Report: RECONCILE Generated: 12DEC22 14:37 Run: MONDAY MAY0123 17:04 Page: 11

CITY OF PACIFICA
FOR: 04/01/23 - 04/30/23 CHECK RECONCILIATION BANK: ALL ALL

PAYMENT RECONCILE
BANK CHECK # CHECK AMOUNT CHECK DATE CHECK STATUS TYPE DATE VENDOR # NAME 1 64761 12351.73 04/21/23 OUTSTANDING SYSTEM 01570 SYNAGRO WEST, LLC 1 64762 50.00 04/21/23 OUTSTANDING SYSTEM 02642 T-MOBILE USA, INC. 1 64763 1477.64 04/21/23 OUTSTANDING SYSTEM 01587 TELECOMMUNICATIONS ENGINEERING ASSOCIATE 1 64764 36992.25 04/21/23 OUTSTANDING SYSTEM 05692 TJC AND ASSOCIATES INC. 1 64765 235.00 04/21/23 OUTSTANDING SYSTEM 01615 TOM'S AUTO BODY & PAINT 1 64766 35564.34 04/21/23 OUTSTANDING SYSTEM 02880 TOWNE FORD 1 64767 1302.94 04/21/23 OUTSTANDING SYSTEM 01636 TURBO DATA SYSTEMS, INC. 1 64768 936.17 04/21/23 OUTSTANDING SYSTEM 01653 UNITED RENTALS (NORTH AMERICA) 1 64769 977.31 04/21/23 OUTSTANDING SYSTEM 02527 UNIVERSAL BUILDING SERVICES 1 64770 685.18 04/21/23 OUTSTANDING SYSTEM 01663 URBAN FARMER STORE, THE 1 64771 664.81 04/21/23 OUTSTANDING SYSTEM 01812 US BANK EQUIPMENT FINANCE 1 64772 2613.15 04/21/23 OUTSTANDING SYSTEM 03835 US FOODS, INC 1 64773 691.24 04/21/23 OUTSTANDING SYSTEM 03980 VERITIV OPERATING COMPANY 1 64774 1457.84 04/21/23 OUTSTANDING SYSTEM 01684 VERIZON WIRELESS 1 64775 56.80 04/21/23 OUTSTANDING SYSTEM 00001 WACHTELBORN, DUANE 1 64776 3567.47 04/21/23 OUTSTANDING SYSTEM 01701 WECO INDUSTRIES 1 64777 112.50 04/21/23 OUTSTANDING SYSTEM 05163 WEX HEALTH, INC. 1 64778 1505.25 04/21/23 OUTSTANDING SYSTEM 01729 WITMER-TYSON IMPORTS, INC. 1 64779 27643.73 04/21/23 OUTSTANDING SYSTEM 04608 TRI COUNTIES BANK BANK: 1 TOTAL # OF CHECKS: 279 FOR A TOTAL AMOUNT OF: $2640328.25 TOTAL # OF REISSUED CHECKS: 0 FOR A TOTAL AMOUNT OF:

TOTAL # OF ACH CHECKS: 0 FOR A TOTAL AMOUNT OF:

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Attachment: Disbursements -FY 22-23 - 4-1 to 4-30-23 (5342 : Disbursements - Dated 4/01/23 through 4/30/23)

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Approval of Minutes
RECOMMENDED ACTION:

Move to approve the minutes of the City Council Special and Regular Meeting held on April 24, 2023.

STAFF CONTACT:

Sarah Coffey, City Clerk
650-738-7307
[email protected]
BACKGROUND/DISCUSSION:

Move to approve the minutes of the City Council Special and Regular Meeting held on April 24, 2023 (Attachment A).

FISCAL IMPACT:

None.

ORIGINATED BY:

City Clerk
ATTACHMENT LIST:

Attachment A: Minutes of 04-24-2023 Council Meeting (PDF) 2 Packet Pg. 15

CITY OF PACIFICA

CITY COUNCIL MINUTES
Council Chambers
2212 Beach Blvd
Pacifica, CA 94044
Mayor Tygarjas Bigstyck
Mayor pro Tem Sue Vaterlaus
Councilmember Sue Beckmeyer
Councilmember Mary Bier
Councilmember Christine Boles
City Council Regular Meeting 1 April 24, 2023

SPECIAL AND REGULAR MEETING
April 24, 2023 (MONDAY)
www.cityofpacifica.org
Mayor Tygarjas Bigstyck called the meeting to order on April 24, 2023 at 5:33 PM 5:30 PM - STUDY SESSION
Mayor Bigstyck called the meeting to order at 5:33 p.m., stating that all councilmembers were present and announced that the Council would meet in Study Session.

City of Pacifica Climate Action Plan Update
PROPOSED ACTION: Receive Staff presentation and provide direction on the scope and process for an update to Pacifica’s Climate Action Plan.

City Manager Woodhouse introduced Management Analyst Barranti and Management Analyst Brooks who have been doing a great deal work on the Climate Action Plan process, adding that Planning Director Murdock was also at the table.

Management Analyst Barranti stated she was assisted by Management Analyst Brooks and Sr.

Sustainability Specialist Avana Andrade with the San Mateo County Office of Sustainability and RICAPS coordinator.

Management Analysts Barranti and Brooks jointly presented the staff report.

Mayor Bigstyck clarified that they are only talking about the process, not Climate Action Plan policies, at this time.

Mgmt. Analyst Brooks confirmed that this was the beginning step in the process and they want to have clear direction from Council as well as touch base with the community before they talk about policy and the specific items and measures that would go with the policies.

Mayor Bigstyck asked Council if they had any questions and, seeing none, opened up public comments.

Gail Benton Shoemaker, Pacifica, was speaking as a member of Tree City Pacifica, mentioning the remarks in the 2019 proclamation regarding Arbor Day goals and mentioned her disappointment that they haven’t added a canopy goal to the city’s Climate Action Plan in this staff report.

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 2 April 24, 2023
Nancy Tierney, Pacifica, stated she has become immersed in the science and politics of climate change, and expressed her involvement on this issue and shared suggestions for updating the goals.

Paul Totah, Pacifica, stated he was also speaking on behalf of Tree City Pacifica, and referred to city’s previous goals and shared his thoughts and suggestions on this issue.

Cindy Abbott, Pacifica, referred to the timing of this issue following Earth Day with the crisis our planet is experiencing, and she expressed her thoughts on the goals and positive process, as well as community engagement.

Margo Meiman, Pacifica, stated she is grateful to see Council getting the ball rolling on updating the Climate Action Plan, and shared her thoughts, especially on community involvement and a workshop event on May 18.

Cynthia Kaufman, Pacifica, was grateful that Council was taking this up and she shared her thoughts on how they approach the process and follow up on their goals.

Mayor Bigstyck closed public comments.

Councilmember Bier realized that they aren’t talking policy, but will express her interest as she feels it is the most important topic. She wants the community to understand how serious they are and how important it is. She was disappointed that she didn’t see things like the tree canopy, urban forest, etc., and she was looking forward to digging in on all the issues and working with our community. She felt the task force was extremely important and wondered if it was possible to put as many resources as they can into this process and find a way for a qualified consultant to work with our community.

Mayor pro Tem Vaterlaus agreed. She thought they can use people’s information from the public which would be a broad cross section of the public on the committee. She thought they also need the fellow.

Councilmember Boles agreed with comments from both Councilmember Bier and Mayor pro Tem Vaterlaus and liked having a task force of the community, and thought we had a lot of good resources from our people in Pacifica and some of the non-profits. She knows they want to be involved and help lead us forward and be more visionary for what we want for Pacifica. She stated that there has not been discussion about the number of people in the task force. She didn’t know when those details get flushed out or, as mentioned, qualification of how they are chosen. She also asked about the possibility of a councilmember or two being on this committee. She discussed this with the City Manager, and she thought his concern was making sure it was community led and driven and not Council led and driven which she understands.

She researched Palo Alto and they had three councilmembers on the committee to help draft the documents, mentioning that it took them three years to put it together. She was concerned about the schedule, and she thought this was where the task force will give them feedback, so some parts will be broken out so they can start doing things right away and not have to wait up to three years if possible. She stated that she was excited to learn about the possibility of the CivicWell fellow. She noted a correction to the numbers for the coming year. She asked if the City Manager can answer about the formation of the committee.

City Manager Woodhouse noted they need to come back with an item for the actual formation of a task force if that is Council’s direction. He stated that this is a study session so they can try to

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 3 April 24, 2023
be informal and any direction or ideas, such as the number of task force members. He noted there may be the struggle of balancing the need to have an effective working group able to achieve a quorum for the meetings and his recommendation would be 5-7. He thought any initial input by Council would be a good direction to staff regarding the size of the task force. He referred to the liaison piece which would be important for Council to discuss. He referred to Councilmember Boles mentioning that, one dynamic is, when you have a Councilmember at the table, it changes the dynamic of the advisory board or task force. He stated that the typical role of a liaison member is to listen and report back to Council rather than participate in the task force. He stated that our system was a little undefined, so it requires definition. He would look forward to Council’s direction about whether this task force would be one that would be appropriate to have a liaison or not, as it was not a Commission or committee but a task force that is functionally working.

Councilmember Boles knows the commissions and committees have a charter that describes their tasks and overall responsibility, and she asked if there was anything different that they would be providing for a task force versus a commission and committee. She was trying to understand the amount of work staff has to do to set this up as a task force.

City Manager Woodhouse stated his vision is the resolution establishing this could be streamlined and simple. He stated that the commissions and committees have charters, with some established in resolutions, and they vary in the degree of complexity. If it is Council’s direction, this is a working task force to work on the Climate Action Plan update and doesn’t have to specify all the elements of scope of that work as that is the task force’s work and it would only specify the purpose, duration, and number of members. It will be a Brown Act committee and would be expected to follow the Commission/committee rules code of conduct, etc. He asked the Asst. City Attorney if she had any other comments.

Asst. City Attorney Bazzano sees the task force as the City Manager stated to be a much more limited scope in terms of what is in the resolution about their activity rather than the Planning Commission which has a more robust description of duties and tasks.

Councilmember Boles thought they will be defining what they work on to bring back to Council and is a work in progress. She also discussed with the City Manager the possibility of setting up a longer standing committee as, after the CAP, they will also need to be reporting with other sustainability projects. The suggestion was that was also something the task force could think about, and it was not something they need to set up now but could be part of it.

Mayor Bigstyck stated that when they have the discussion brought back to them, if it were a longer standing committee, would they be incorporating that into the original resolution or a secondary function after the fulfilled their first.

City Manager Woodhouse stated, in his view, a standing committee or commission focused on sustainability is a different entity and process to get there than is this task force. As mentioned by Councilmember Boles, the task force down the line may make recommendations but it is a different scope of discussion in balancing. Staff support for a standing commission and committee is a significant workload, and balancing that with what Council needs a standing commission or committee to advise them for the long haul is a bigger project and a different Council discussion than just this task force. Through this process over the year(s), they may want to think about what that future would be.

Councilmember Beckmeyer stated that this has been a very big topic the entire time she has

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 4 April 24, 2023
been on Council, and was a passion of former Councilmember Deirdre Martin; it has been taken seriously despite many Pacificans feeling as though the lack of a plan indicates the lack of interest by Council or the City. She stated that, since she has been on Council, they have had a load of work to do and staff and Council are still working on it and important priorities are for the entire city. She was thinking about how many times they had comments about where the Climate Action Plan is, and she thought it was the right time to do this as they couldn’t give it the depth and focus it needed before now. She stated that the work has been happening in the community and not that the plan sat on a shelf from 2014 and they did zero about the climate.

She stated, since she has been on Council, they have adopted sets of Reach Codes; what they now need to do, she is looking for the opportunity to see the work evolving and she wants to know what they decided previously, and how does that translate into those measurable goals.

She asked what having all electric building in any new construction was going to mean for Pacifica and how does it look with their Housing Element and Climate Action Plan and what it is contributing to improving and moving forward with our larger community such as state, country, world, on climate urgency. She was excited that it is happening but it will take resources and both options presented indicate a significant amount of resource allocation. She liked incorporating the expertise of our community. She has some questions around numbers and agreed with the idea of a manageable number of people. She mentioned a steering committee versus task force and a potential future for another ongoing standing committee. She was wondering if there was a possibility of having a task force that is relatively big but a steering committee that is a smaller body. She understands the issue of quorum, but there will be so much work to do and if you have seven people and you divide the work, you end up on multiple subcommittees and she is looking for ideas that would be models. How do you have enough people to divide the work so when you have a monthly meeting, you can do work and come back and take the next step. If you are on 2 or 3 subcommittees, that is a lot of work to go and do and come back. She is wrestling with the concept of managing the numbers and the concept of how much work there is to do. She is thrilled about the fellow and that is the reason they go to meetings and bring the resource back to our community. She was happy this was happening and managing it adds to workload but she feels it is urgent and the time and money they invest into it is appropriate. She asked how they manage it, but she doesn’t have all the answers.

She is open to the fact that it will be a significant investment. She asked if there could be four or more goals included, especially in light of what Councilmember Bier brought up, such as the canopy goal. She stated that, regardless of whatever structure or number of people or form, she wants to make sure they have the youth voice at the table.

Mayor Bigstyck agreed. Regarding some of the things Councilmember Beckmeyer, he took the three goals/items as a starting point, not necessarily that it was all they were doing at this point.

He thought the idea of the task force would be to assess what among those groups would exist, in addition to the original three.

Mgmt. Analyst Brooks confirmed, explaining that, in California, 47% of cities and counties don’t have any kind of Climate Action Plan and CARB, serving the whole state, suggests those three as a starting place. Pacifica has made some headway from the starting place.

Mayor Bigstyck stated most boards he was involved with over the last eight years was around 13 persons, and almost every time more than the majority showed up, and was never under a quorum. He was not concerned about the size of the task force for quorum.

Councilmember Boles wanted to add on to what Mayor Bigstyck and Councilmember Beckmeyer said, stating she wasn’t concerned about the number needed for a quorum as much as enough people to do the work, such as transportation, there would be a 2-3 person

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subcommittee on that one thing to make progress in their timeline. She loves the idea of having youth spots on this. She spoke with one of the leaders of the Oceana Environmental Club who had hoped to speak at this session, so she thought there was interest by our youth. She added, relating to Councilmember Bier’s topics, she thought it was important as the number of topics will impact the number of people they want to serve. She added that, regarding the canopy she has seen in other cities CAP plans, one city had an urban forest open space section, one as natural environment and was not just trees but wetlands and other decisions in our environment that sequester carbon and keep us from over building. She stated that, under energy, an emerging section in the building codes is about building decarbonization and not just about the energy use but the energy put in when building it, as they don’t want to use too much steel as it has a high carbon footprint. She referred to the sewage treatment plant, as well as garbage and composting, as some apartment buildings don’t have composting bins and they can expand some things they are already doing. She stated some cities have a municipal operation in terms of the materials used, etc. She thought climate adaptation is important but she was concerned that it might take a while with harder conversations.

Mayor Bigstyck referred to Cynthia Kaufman’s public comment on metrics as that was important to see where they are. He thought everyone was in favor of a task force and the CivicWell fellow. He mentioned they felt frustration over the years on the inability to incorporate the community input as they would have liked for legal reasons. He felt it was heartening that this will be a community led process and he was looking forward to seeing what they will accomplish with that opportunity. He asked staff if they need further direction or have what they need.

City Manager Woodhouse heard consensus about the CivicWell fellow and moving forward with that. He heard consensus on the community task force. He stated that they can bring back information and options related to the formation, size, etc. He stated the conversation on liaison roles can happen at that time.

Mgmt. Analyst Brooks stated she would like guidance to bring back the report most helpful for them. Regarding the task force, Council may want to consider how many spots they need to have the right people in the room. Based on the goals they have in mind, it might help guide their research on how to form that group better. She also requested clarification from Councilmember Boles’ correction on the number from earlier. She asked Mgmt. Analyst Barranti if she had any questions.

Mgmt. Analyst Barranti stated she had clear direction.

Mayor pro Tem Vaterlaus stated she wrote down 9 as the number but maybe that’s not enough.

Mayor Bigstyck stated he was less concerned with the numbers than that it is a full and robust representation of our community.

Councilmember Bier stated, when he mentioned 13, she thought that was good. She stated that any way they can get the youth involved will be important. She would like to have them directly participating, but if they can’t, we need to have them come anyway to listen and share all their perspectives. She felt they were lucky to have Mgmt. Analysts Brooks and Barranti working on this.

City Manager Woodhouse remarked that, when they are talking about the size of a task force, from his perspective, they have had quorum problems on city committees and commissions that have large membership, such as Emergency Preparedness and Economic Development, which

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he thinks they both have 9. He asked for confirmation from Mgmt. Analyst Barranti.

Mgmt. Analyst Barranti stated Economic Development is at 8 currently.

City Manager Woodhouse stated that, even with very dedicated community volunteers, quorum can be a problem. He mentioned the example of PCE which is elected officials and that is what they do, but he stated that this will be supported by staff and, when talking 9-13 members, that is 13 calls and emails that staff is responding to; when the numbers get larger, the task workload grows when everybody is actively engaging with staff and asking questions, as they can’t talk to each other except in limited subgroups that comply with the Brown Act.

Mayor Bigstyck stated he feels that a more productive starting point is discerning what the pertinent stakeholders are and, once they have the group, that will help them to come up with the appropriate number would be. He stated that Margo Meiman said something about the organizations in town getting together independently, holding community meetings that ultimately would flow back into informing the task force. He thought City Manager’s point is well-taken. He thought step one is to discern the stakeholder groups that should be representative as a part of the task force, and from there, they can whittle down what the appropriate number is.

Councilmember Beckmeyer thought they should factor in what they need the work to entail and will inform how big the work is and how many people will be needed. She gets the point of managing a larger body, and she thought it was important for this group to have a solid grounding in the Brown Act because it may not be in the wheelhouse of people. She wondered if there is a way to streamline communications. She thought it may look a little different than the committees and commissions. She stated that, regarding the issue of Councilmember involvement, their role and responsibility in a commission or committee liaison role, she sees it a little different in this one, but she hears about it being community driven. She stated, regarding what they bring back, she would like to know what other communities are doing in this area as there are leading communities, such as Menlo Park.

Councilmember Bier thought this is one of the most important things they will ever be working on. The more resources they can have the better, even if it means a lot of emails back and forth.

Councilmember Boles stated that the fellow will be working full time and that is an additional person that is not a burden on our current staff. She clarified the correction to the number mentioned earlier. She stated that she forgot to mention water conservation and reuse.

Councilmember Bier agreed that they have a water district.

Councilmember Boles stated that a lot of this is project by project, and she spoke with Adrianne about the school district housing and their recycled water doesn’t go out that far but the sites themselves can do things.

Staff confirmed they have the direction they needed.

RESULT: NO VOTE REQUIRED

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 7 April 24, 2023
7:00 PM OPEN SESSION
Call to Order
Mayor Bigstyck called a recess and reconvened the regular meeting at 7:06 p.m.

Attendee Name Title Status Arrived
Tygarjas Bigstyck Mayor Present
Sue Vaterlaus Mayor pro Tem Present
Sue Beckmeyer Councilmember Present
Mary Bier Councilmember Present
Christine Boles Councilmember Present
Staff Present: Kevin Woodhouse, City Manager; Denise Bazzano, Asst. City Attorney; Lisa Petersen, PW Director; Christian Murdock, Planning Director; Chris Clements, Police Captain; Bob Palacio, PB&R Director; Roland Yip, PW Dep. Dir. (Field Services/Engrg); Ryan Adams, Fire Inspector (NCFA); Alyssa Barranti, Mgmt. Analyst; Elizabeth Brooks, Mgmt. Analyst; Ken Fong, IT Analyst; Sarah Coffey, City Clerk; Emily La, Dep. City Clerk.

Reading of Land Acknowledgment
Mayor Bigstyck read the Land Acknowledgement.

Salute to the Flag led by Councilmember Boles

SPECIAL PRESENTATIONS
A. Pacifica Beautification Awards 2022 by the Beautification Advisory Committee Beautification Advisory Committee Chair Gail Bennett stated that they will be presenting the 2022 Pacifica Beautification Awards and, instead of yearly, they will be doing it every quarter.

Councilmember Beckmeyer stated, in her role as the liaison on the Beautification Advisory Committee, Gail Bennett has done an amazing job leading and moving it forward.

Gail Bennett stated that they are honoring the small business owner, Jaymi Wessell, the owner of the State Farm Insurance office on Manor.

Councilmember Bier thanked Ms. Wessell, stating it was beautiful and it changes everything.

Mayor pro Tem Vaterlaus stated she drives by many times a day and noticed that the flowers were blooming so fast.

Councilmember Boles stated that even her signage on the building provides light for the bus stop which was not there before. She stated, besides the beautiful garden, it was wonderful to have her business in our community.

Councilmember Beckmeyer thanked Ms. Wessell.

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Mayor Bigstyck stated that they talked so much about mental health and he found it amazing how something as simple as creating a small beautiful landscape does an amazing thing to open up the minds of people and giving them the opportunity to take a deep breath that they might not have that day.

Mayor Bigstyck opened public comments and, seeing none, closed public comments.

B. Preservation Award 2023 to Jim Sullivan by the Open Space & Parkland Advisory Committee
OSPAC Chair Arlene Patton stated it was a wonderful honor and there were so many wonderful people in our community who do some form of open space work, and they have this small way to express gratitude for community work. She read the proclamation honoring Jim Sullivan for the continued preservation of open space and other major accomplishments.

Jim Sullivan thanked Council and mentioned others who helped, stating that they did it for future generations.

Councilmember Bier stated that it was good to see him, as she missed him. She thanked him, stating she was in awe of his accomplishments as people like him matter to make Pacifica so beautiful today and for the future.

Mayor pro Tem Vaterlaus states he was definitely a steward for our community, not just for what he has done but the education he has given them and they appreciate him so much.

Councilmember Boles stated she first met him riding his bike on the Higgins Trail on the old County Road and she couldn’t keep up with him. She thought he was such an inspiration, and didn’t know all his work and she is grateful for his years of dedicated service in what we preserved and we all get to enjoy them.

Councilmember Beckmeyer thanked him for all that he shared and educated all of us, and is generous with all his knowledge to help those serving and taking over positions and roles and have that grounding.

Mayor Bigstyck thought it was humbling to know everything he has done over the course of his time even though he wasn’t personally present. He thought the first time he met him was on a San Pedro Valley trail hiking and he got to see him at the store all the time and many times in the trails in the back of the valley. He stated that his presence has been missed lately. He was honored to hear everything he has done for our community to ensure future Pacificans have a wonderful place to enjoy what occurs when we are proper stewards.

Jim Sullivan thanked everyone.

C. Proclamation - Wildfire Preparedness Month - May 2023 Mayor Bigstyck read a proclamation honoring Wildfire Preparedness Month in May 2023.

NCFA Fire Inspector Ryan Adams thanked Pacifica for their cooperation and support in raising awareness in Pacifica on topics related to wildfire. He encouraged everyone to attend the Wildfire Awareness event on May 20 at the Community Center parking lot from 10 a.m. to 1 p.m., where NCFA, as well as other stakeholders, will be discussing topics related to fire

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including defensible space, etc. With continued collaboration between the city, Council, law enforcement and Fire Authority, they can all raise awareness throughout Pacifica.

Councilmember Bier thanked him. She stated we sometimes take for granted our firefighters and she wanted him to know that we appreciate them.

Mayor pro Tem Vaterlaus added in agreement that we need them.

Councilmember Boles thanked him for all the work he does to educate the community. They rely on them so much and she appreciates it.

Councilmember Beckmeyer echoed what everyone said, and she was grateful for the education piece.

Mayor Bigstyck stated it was important that people are aware that there are evacuation route plans in place and that zone haven tool is one of the most effective ways for people to be communicated with in the event of an unforeseen event. He stated that SMC Alert is a tool that everyone in our community should sign up with, especially during the storms when it was imperative to know what streets were down and how to get out safely. He asked him if he could remind them of the best ways to sign up for SMC Alert.

Mr. Adams stated that they can go to zonehaven.com, check your zone by putting in your address and it will provide evacuation routes, etc. When they hit on the bottom of the page to subscribe for an alert and you put your information in and you will get automated texts with any incidents in your area.

Mayor Bigstyck thanked him for working every day to keep our community safe.

CONSENT CALENDAR
Mayor Bigstyck opened public comments and, seeing none, closed public comments. The Council began to discuss the process of pulling a Consent item.

Councilmember Boles referred to the Housing Element meeting which was a study session, not a full meeting, and she asked the City Manager because the minutes seemed very sparse. She stated that the answer she got was that they didn’t really need to do minutes but she thought there were some important key things they did talk about if they are doing minutes that aren’t in the minutes, and she heard those concerns from a planning commissioner with whom she spoke. She stated, in relation to the agreement of all councilmembers and commissioners on next steps, they had a lot of discussion at the end where commissioners were bringing up the process and the concern about the timeline and that they haven’t delved into the site and it was almost midnight and too late to do that. She understood that the consensus was they were asking to not wait to hear back from HCD as that could be three months and could throw their timeline out if they are going to open it up and hear from the public and have a robust discussion. That was her main concern but there were other comments she thought were important and aren’t in the minutes. She stated that, if they don’t need to have minutes, is it better not to have them than have them not be complete. It was also missing the names of the planning commissioners in attendance. She stated those were her concerns and she would like to hear from them all.

City Manager Woodhouse stated that, if there are corrections to the minutes and Council wants

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to pull them and direct that they review the record to correct that, they can bring the minutes back at the next Council meeting for adoption. He stated that the topic of engaging in a conversation about minutes or how they do them is a separate agenda item and would need to be agendized in the future. Part of the question is whether Councilmember Boles thinks there is inaccurate minutes and if they need to be pulled, re-reviewed and brought back.

Councilmember Boles stated that one comment she was reading as inaccurate and some things were missing.

Mayor Bigstyck stated that, when a motion is made, if they can incorporate the names of the Planning Commissioners who were present, he would appreciate that. He also stated that there seems to be confusion because the style in which the minutes were taken is a bit different than their normal practice. He referred to it coming up as a question at a later date, and stated it came up last year, as he and Councilmember O’Neill were having an ad hoc about the code of conduct, whether or not it might be more efficient and save them money and ultimately be a better idea to start doing action minutes since everything now is on video and, if an accurate record is desired, it is the most effective way to find it. He would like to have that conversation agendized at a later time. He asked if after that there were any corrections she would like to see made to the minutes.

Councilmember Boles stated she was not prepared to say specifically, adding that she can list a couple of things that she knows aren’t in there, but they wouldn’t be complete. She stated that the response she heard from the City Manager is that they don’t necessarily need to have minutes, and her preference is to not have them than to have something incomplete. She stated that it was a very tricky meeting as they are trying to record where the consensus was, but they were discussing all over and they didn’t vote about everything. She stated she talked about having the public transportation routes on the plan with the housing sites as something that was important and the consultant actually agreed with her and said that HCD would want to see that, and that wasn’t in the minutes. She stated that her concern is that, if they are looking at the exact direction they are giving to Council and the items they want them to work on, they aren’t comprehensive.

Asst. City Attorney Bazzano stated that it sounds like this won’t be resolved with just a brief question and she suggested that this item be pulled and, pursuant to Council rules, they would pull it and put it as the first item after the consent calendar on the agenda.

Mayor Bigstyck agreed. He then had a question about Item #4, and subsequent to that received a card on item #4. He briefly reopened public comment.

Gail Benton Shoemaker, Pacifica, read an email from Tree City Pacifica member, Paul Totah, congratulating the city getting funding for the Sharp Park Priority Development Area Pedestrian Improvement Project, and requesting that cutouts or bulb outs for trees be included in sidewalk designs for this project. The email shared what led to the creation of Tree City Pacifica and data on the benefits of trees for businesses, property values and the environment in all cities.

Mayor Bigstyck closed public comment. Mayor Bigstyck asked if we currently have cutouts or bulb outs for trees included in the sidewalk designs for this project or would they have to additionally ask for that.

PW Director Petersen stated that they were excited to receive funding for this project. They applied under OBAG 3 and they got some money from a Safe Routes to Schools grant related

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to this and didn’t get the OBAG 3 but talked to CCAG about it; they were able to fund us some money from OBAG 2, which is the older program. They said they have to get it done fast, and they have to obligate funds by January 2024. She stated that they would love to reconstruct all the sidewalks which is a very expensive project and this project is fixing ADA compliance, generally spot repairs up and down the streets. Regarding the bulb out areas shown in the Sharp Park Specific Plan, there is one section on Paloma between Francisco and Palmetto that does have some bulb outs shown on the plan, and they are just doing spot repairs on the north side of the street. On the south side of the street, they were looking to see if they would have enough money to widen the sidewalk which is called out for in the Sharp Park Specific Plan but the bulb outs that are currently shown in the Sharp Park Specific Plan are out there: 3 on the specific plan in that south side area and a separated area with a planter strip that is also shown in the Sharp Park Specific Plan. Of those bulb outs, one is planted and the other two are weeds but PW at some point could go through and try to help clean up those areas and plant some trees. Ultimately, she thought the infrastructure is currently there and, if they have funds to widen the sidewalk by moving the curb line out by a foot to help with ADA compliance, they would do so. A huge part of the grant is safe routes to schools and they are trying to get ADA access and that is where the funds were meant to be.

Mayor Bigstyck thought the sentiment is if it would save time and money as part of the design phase that they see where a bulb out could be incorporated. He asked if she was saying there are no places where a bulb out could be incorporated and not feasible for another reason.

PW Director Petersen clarified that the Specific Plan does not show the three locations of the streets they are doing (such as Paloma and San Jose) but the streets are not part of this project. The only location that shows the bulb out that is part of our project is Paloma. She mentioned that, on the north side of the street, they are doing spot repairs and not doing anything with the curb line and didn’t put it in as part of the grant. They didn’t ask for that because it was very expensive and they are trying to keep the project within a scope where they would actually get the funding. On the south side of the street, those improvements are already there. She stated that there are three bulb outs in the plan and three bulb outs currently out there.

Councilmember Boles supported bulb outs and trees if they can put them in the project. She knows there are some very large heritage trees existing, some problematic with the sidewalks, but hoped they can look at that and see if they can save some of them.

PW Director Petersen stated that there are no plans to remove heritage trees and they would be trying to save all of them. She stated the only issue would be if they couldn’t get ADA compliance because of the roots, but even then, there are methods of design that they can do, such as ramp or shaving roots. There are things they can do and they would do that before they consider taking out a tree.

Mayor Bigstyck stated that any additional bulb outs would be outside the scope of this particular project.

PW Director Petersen stated the current scope of the project did not include bulb outs and, as mentioned, the majority of the bulb outs shown on the plan are already on the south side of the street.

Mayor Bigstyck thought it sounded like there is one spot where there could be an additional bulb out.

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PW Director Petersen stated that there is a spot on the south side of the street that shows a bulb out, right at the intersection of Francisco and Paloma, but is not a location where they would want to put a big tree because it is a sight distance issue as it is a busy intersection with stop signs. The other locations could be cleared out and put trees.

Mayor Bigstyck asked if anyone wanted to make a motion on Items #2 through #4.

Councilmember Boles wanted to let the public know on Item #2, the Milagra outfall they are signing off on, that the public access path was nice before this winter and it is now eroded but the city is looking into funding and responsibility for restoring that as it is an important access point for our community.

Councilmember Bier moved to approve consent items #2-4; seconded by Mayor pro Tem Vaterlaus.

CONSENT ITEMS #2-4
RESULT: ADOPTED [UNANIMOUS]
MOVER: Mary Bier, Councilmember
SECONDER: Sue Vaterlaus, Mayor pro Tem
AYES: Bigstyck, Vaterlaus, Beckmeyer, Bier, Boles

1. Approval of Minutes
PROPOSED ACTION: Move to approve the minutes of the City Council and Planning Commission Joint Study Session held on March 21, 2023, and the City Council Special and Regular Meeting held on April 10, 2023.

Asst. City Attorney Bazzano stated that item No. 1 on consent agenda was the approval of minutes form the City Council and Planning Commission joint study session held on March 21, 2023 and City Council Special and Regular meeting held on April 10, 2023. Before the Council is approval of those minutes and the option for Council are to approve or not approve those minutes, and Council could continue the item to a date uncertain and give direction to staff to make the corrections identified by Councilmember Boles or any other corrections Council wants to take. What is not on the agenda is discussion about the way that the city takes minutes, but a request has been made by the mayor for a future agenda item to that effect.

Councilmember Boles stated she has said everything she wanted to say and she didn’t feel she could vote to approve the minutes today and it was up to Council if they want to vote.

Mayor Bigstyck asked, before they move, if she wanted to break out one of the minutes as something she could vote on or not vote on either of them.

Councilmember Boles stated she had a minor correction to the minutes in the middle of her communications. The sentence after Mayor Bigstyck stated she stated the theme was making thanking all volunteers, and there was a transition between talking about one meeting she attended and the next one. She wanted to state “she met with the Pacific Beach Coalition about Earth Day and the theme was ...” as there was no mention of the Beach Coalition.

Mayor Bigstyck asked if she was willing to vote for the April 10 minutes with that correction.

Councilmember Boles responded affirmatively.

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City Clerk Coffey stated she wanted a sentence before that stating “she met with Pacific Beach Coalition about Earth Day plans and stated the theme was thanking all volunteers.” City Manager Woodhouse stated one comment he heard was a request to add the Planning Commissioners in attendance at the joint study session to those minutes which, if they consider adoption and not continue approval of minutes to a future meeting, they add that to the motion as a change.

Mayor Bigstyck stated that change would be for the minutes for March 21. He asked City Attorney if they take them as two motions for each set of minutes.

Asst. City Attorney Bazzano responded affirmatively.

Mayor Bigstyck opened public comments and, seeing no one, closed public comments.

Mayor pro Tem Vaterlaus moved to approve the minutes from March 21, 2023, adding the names of the planning commissioners; seconded by Councilmember Beckmeyer.

Mayor Bigstyck asked if Councilmember Boles has anything she wants to say on it.

Councilmember Boles thought that one comment is not captured properly and she spoke to a planning commissioner about that.

Councilmember Bier believes that she is correct on that one comment and that they did talk about coming back and looking at the sites before things went and she agreed with that but she doesn’t know how to change them.

City Manager Woodhouse is happy to clarify the direction given to staff. Council had a long discussion that night but his understanding is and what the minutes say, having reviewed the recording, there was clear direction to make revisions and submit the Draft Housing Element to HCD. There was also a discussion of what should be done concurrently with HCD’s review of their Draft Housing Element as opposed to what should wait until they receive comments back from the HCD and, after all Council’s discussion, the Mayor and Chair of the Planning Commission said, if staff could develop a work plan for what would be feasible concurrent next steps and bring that back to the Council, that is what they would like to see and that was the plan. They are submitting the Draft Housing Element to HCD; after that they will work on evaluating what they can do concurrently with waiting for HCD’s comments back and that may or may not entail another joint study session or session with Council. As they remember, he clarified whether it would be a productive use of time if Council or Planning Commission is going to talk in depth about sites absent having heard what HCD has to say about those sites. They are going to develop a work plan of alternatives and bring that back to Council to consider what they can do, and there are other parallel things they can do such as getting the RP consultation selection process going for CEQA review, etc. Once they receive comments back from HCD, there will certainly be additional Planning Commission and Council discussion in the future. He stated that the minutes reflect what he just summarized.

Mayor Bigstyck stated that was his understanding at the time that there was consensus and, as they all expressed interest in those concurrent meetings and he specifically said as feasible, appreciating it may be a heavier lift than they were thinking even though they were in unison. He asked for staff to bring back to him and Planning Chair what they could do within the context of

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their mutual desire was.

APPROVE THE MINUTES OF THE CITY COUNCIL AND PLANNING COMMISSION JOINT STUDY SESSION HELD ON MARCH 21, 2023
RESULT: ADOPTED AS AMENDED [4-1]
MOVER: Sue Vaterlaus, Mayor pro Tem
SECONDER: Sue Beckmeyer, Councilmember
AYES: Bigstyck, Vaterlaus, Beckmeyer, Bier
NOES: Boles
Mayor Bigstyck moved to approve the minutes from April 10, 2023 with the amendment stated by Councilmember Boles; seconded by Councilmember Bier.

APPROVE THE MINUTES OF THE CITY COUNCIL AND SPECIAL AND REGULAR MEETING HELD ON APRIL 10, 2023
RESULT: ADOPTED AS AMENDED [UNANIMOUS]
MOVER: Tygarjas Bigstyck, Mayor
SECONDER: Mary Bier, Councilmember
AYES: Bigstyck, Vaterlaus, Beckmeyer, Bier, Boles
Mayor Bigstyck was looking forward to having that brought back in terms of an agenda item sooner than later.

2. Approval of Amendment No. 2 to the Construction Management and Inspection Agreement between the City of Pacifica and GHD, Inc. and Notice of Completion for the Milagra Creek Outfall Repair Project.

PROPOSED ACTION: Adopt the Resolution entitled “A Resolution of the City Council of the City of Pacifica Approving Amendment No. 2 to the Construction Management and Inspection Agreement between the City of Pacifica and GHD, Inc. in the amount of $44,000.00; Accepting completion and directing the City Manager to file the Notice of Completion for the Milagra Creek Outfall Repair Project; and Authorize the City Manager to execute all documents and release the retention funds to the contractor.”

3. Resolution Authorizing Master Consultant Services Agreement and Task Order No. 2 with CSG Consultants for Construction Management Services for the Civic Center Campus Facilities Improvement Project
PROPOSED ACTION: Move to Approve a Resolution Authorizing a Master Services Agreement and Task Order No. 2 for the Civic Center Campus Facilities Improvement Project in an amount not to exceed $196,350; and Authorize the City Manager to Execute all Documents Related to the Project

4. Sharp Park Priority Development Area Pedestrian Improvement Project Design & Engineering
PROPOSED ACTION: Adopt a Resolution entitled "A Resolution of the City Council of the City of Pacifica Approving the Master Services Agreement and Task Order No. 1 with NCE in an amount not to exceed $155,800.00; Authorize a budget authority in the amount of $179,170.00, which includes contingencies in an amount not to exceed fifteen percent (15%) of the Agreement amount; Authorize staff to Execute Future Task Orders not to exceed the contingency amount; and Authorize the City Manager to execute all documents related to the Sharp Park Priority Development Area Pedestrian

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Improvement Project.”

PUBLIC COMMENTS ON ITEMS NOT ON THE POSTED AGENDA
Marianne P. Osberg, Pacifica, stated she was a property owner and manager of 28 units in Sharp Park area, and expressed her thoughts and concerns about the Coastal Commission’s response to our updated Local Coastal Plan submitted three years ago, related to managed retreat and rebuilding the sea wall, which affects not only Sharp Park but all of Pacifica’s residents and businesses, mentioning specifics affecting her personally, suggestions to Council.

Cindy Abbott, Pacifica, stated the Sanchez Art Center has an amazing exhibit up to May 21, and they reached out to every state on the West Coast, California, Oregon, Alaska and Hawaii, and bring incredibility visibility to Pacifica, mentioning the specifics on the upcoming weekend.

Kaarin Hardy, Pacifica, stated she is Co-President of Leadership Council, San Mateo County, and they are a new non-profit to help build relationships between government, private sector and the non-profit sector, and they seek to inspire, connect and educate established and emerging leaders from the private, non-profit and business sectors, giving their program details.

They welcome Pacifica partnering with them and look forward to welcoming Pacifica.

Emily Shabanian, Pacifica, stated she is a senior at SF State University and studying public health and interning at Daly City Youth Health Center. She shared her thoughts and suggestions on cannabis availability in Pacifica and the county.

Marcus Corral, Pacifica, stated he is a senior at SF State University and studying public health and interning at the Daly City Youth Health Center. He shared his thoughts on cannabis availability in Pacifica and the county.

Larissa Espinoza, Pacifica, stated she is a senior at SF State University and studying public health and interning at Daly City Youth Health Center. She shared her thoughts and suggestions on cannabis availability in Pacifica and county.

Anita Rees, Pacifica, stated she wanted to give quick updates on opening hours, grocery distributions, tax prep services, housing outreach program, and other programs and events.

Dana Turner, Pacifica, stated she was calling on the Housing Element and reported the problems with it and shared her concerns on the Housing Element.

COUNCIL COMMUNICATIONS
Mayor Bigstyck acknowledged that Jack Burgett of North Coast County Water District is present.

Councilmember Boles stated that they all attended the Council Mission Vision and Goal Setting two weeks ago. She thought it went well, but was hard going through all their goals and prioritizing all the wonderful things they want to do, and she pleased that they had an agreement. She previously mentioned working with the land trust on a grant from Fish and Wildlife Association to look at nature based solutions to climate change adaptation. Two days after the meeting she dealt with politics as the Coastal Commission and OneShoreline wrote letters in support of the grant. She reached out to CivicWell who reviewed the grant application

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which was a benefit of her membership and they said the city did a good job. She stated that they will know at the end of May if they make it to the next step. She stated there is a lot of community engagement around it, and this can help move their LCP process forward as well.

She had several meetings with the Pacifica Climate Committee about the CAP as well the electrification event Ms. Meiman is working on. PCE Citizen’s Advisory Committee are members of the public who review, comment and help with outreach about PCE’s mission and programs. She stated that they see it before the board sees it. She stated that she and Mayor pro Tem Vaterlaus attended the ribbon cutting of the Redwood City Navigation Center and their coordination with the County with a lot of resources and grants they got built this project in one year with 240 units of housing for the homeless population. She stated that it was special that they talked to the homeless ahead of time as there are barriers as some don’t want to move into group housing where they are sharing beds in a big room and have fear issues and have pets they can’t bring into shelters. She stated that these are individual rooms for one or a couple, can bring pets, etc., and she talked to the architect she met previously. The reason it was built in a year because the housing units were all modular and the housing was built in four months.

She thought there was a lot we can learn as we look at projects for our city too. She attended the Manor overcrossing meeting and thanked Public Works and consultants for outreach as they were packed with people sitting on tables, etc. She mentioned postcards were the way most people had heard about the event, so while they are expensive they make a difference for our community. It was run so that everyone could have a voice. She attended an Emergency Preparedness meeting, presentation from North County Fire, and they will be focusing ocean safety and our new life buoys as part of education for the Fog Fest. She met with Commute.org and they are starting to talk about what they might be able to get in Pacifica for shuttles; they want to meet with Planning Director Murdock, as they have processes for developers that can help with vehicle miles traveled. This might be something that might help the school district.

She stated that, regarding Earth Day with Beach Coalition, it was delightful to go on the VIP tour with Mayor Bigstyck and Councilmember Bier and representatives from offices of Becker, Eshoo, Hucklebridge, County Health, and members of the community.

Mayor pro Tem Vaterlaus stated there was a Peninsula Division Planning meeting for an event with CalCities; she went to Sacramento to talk about investing in cities and giving them $3 billion permanently toward housing and homelessness. They met in small groups with Scott Weiner, Marc Berman, Josh Becker, Diane Papan and talked about coastal issues and other city items and to invest in cities is the most important part of it. She attended goal setting. The Democrats featured Jackie Speier who has a new important foundation regarding feeding children. She attended the opening of the San Mateo County Managed Lanes, stating they have an equity piece to get out for low income people, and not just lawyer lanes or Lexus lanes; they have an equity piece where people can get clipper cards so they can pay and use those in the managed lanes if necessary. The open house for the Cable TV company was fun. She stated the opening of the Navigation Center was incredible. She mentioned that the Manor Drive overcrossing meeting was full, stating there are differing opinions on whether there should be an entrance at Milagra and is the same as what has been going on the whole time. She stated the Fog Fest board is progressing. She attended the Progress Seminar on Friday through Sunday with individual segments on housing, health, electrification, jobs, benefits of life science to cities, and then Kevin Mullin and Diane Papan talked about the first hundred days in office, both newly elected, and explained all the intricacies of being in office.

Councilmember Bier referred to all of them attending their strategic planning meeting which was eye opening and hard to think about the amount of work staff is already doing and the work they are expecting of them. She thought it will be good to see all of the strategies go out over the ten years and see how it is spread out and she went home feeling overwhelmed about whether they

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put too much work on their staff. She appreciated the process. She stated that Pacifica Pride had their planning meeting and fundraisers, and they raised $12,000 in one night with dueling fundraisers. It was fun, and they were able to hopefully pay for most of the cost for the parade and the family festival. She attended the Age Friendly Community Summit in Half Moon Bay and couldn’t thank Roy Earnst enough for all the work he does for Pacifica as well as other cities and working with our new director of PB&R, Bob Palacio. She stated it will be exciting as he has so much history of working with age friendly cities and she is excited about that. She attended the North Coast County Water District meeting and the Ad Hoc meeting and met with representatives and the mayor and had important discussions. She attended the PCT open house and expressed her love as they can’t do any of this without them. She asked the public to continue to support PCT and their ventures as they move forward with their property. She stated Earth Day was great. She referred to the Mayor’s Mental Health Initiative. She thanked Bob for all the work he will be doing for the city during Mental Health Month. She asked partner agencies to put a blurb into their outreach materials going to the constituents and community about it which she can supply for them. She attended the HEART Member Agency Committee meeting and learned so much about wonderful programs, referring to the first-time buyers program that 13 people in Pacifica used last year. She stated that they are also going to have a shared housing staff and she asked the City Manager to touch on that. She stated that her interns were present talking about cannabis policy and was so proud of them.

Mayor pro Tem Vaterlaus added that, when they were in Sacramento at the CalCities event, she and the mayor got to speak before the senate budget subcommittee talking about saving funding for our coast that they are trying to eliminate from the budget and that was probably the most important thing they did. It was good to be able to stand up for the coast.

Councilmember Beckmeyer referred to the Strategic Planning meeting mentioned by others.

She stated that, while Mayor pro Tem Vaterlaus was in Sacramento, she had the opportunity to attend the CCAG meeting. She wanted to touch on a couple of items, i.e., a report on a grant program coming from the Inflation Reduction Act of Federal Money. We have our grant writing consultants, and one grant was through the EPA and had to do specifically with storm water which sounded like an interesting project opportunity that Pacifica could benefit from. They mentioned, under the broadband category, the BEAD digital equity project. She stated that we have had some concerns about coverage in Pacifica. She stated something coming through San Mateo County to all cities on funding for energy efficiency and we will get $300,000 for the county and it’s not a lot of money and she doesn’t understand how that comes down to us. She asked Councilmember Boles, when she is at Commute.org and talking to them, if she can get some more details to share on the Guaranteed Ride Home program they offer for everyone, including college students. She stated that they are trying to address getting people out of their cars and onto shuttles and mass transit. She referred to resistance or concern on specific problems and issues.

Councilmember Boles stated that it is a free service and she will bring more detailed information.

Councilmember Beckmeyer appreciated that. She stated that the bike to work program offered by Commute.org includes 24 shuttles in the county that are completely covered for the cost with no fare and are equipped with bike racks. She stated, if you can get yourself close to your job on mass transit, you can get the shuttles to take you the last bit. She referred to bike to recreation as she thought we need recreation to balance a healthy life. She mentioned that Mike O’Neill was in the audience and he paved the way with Commute.org. She referred to equity programs, stating they need to make sure they are taking in all the needs of all the

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people into account. She referred to income equity and geographic equity. She thought this was a good opportunity and the door is open. She referred to the Cordilleras Bridge replacement project, which won’t be as bad as the 101 lanes, but there are going to be four weekends that 101 will be closed - two northbound lanes one weekend and two southbound lanes the next. She had an opportunity after the Democrats meeting to attend with the mayor the ribbon cutting for a new boutique shop on Palmetto Avenue. Her biggest takeaway from an economic development standpoint was seeing the demographics of those running the business and standing outside celebrating that the business was owned. She referred to the Pride fundraiser. She stated that it doesn’t necessarily cost $12,000 to put on a Pride parade and there will be a lot of aspects of that day that will be amazing, such as entertainment at IBL and the family festival. She stated that they have already covered the cost and the good news is the extra funding will go to Coast Pride to continue the work they are doing in supporting all our communities from Pacifica to Pescadero. She thanked Mr. Burgett of the North County Board meeting for being so welcoming when we attend. She appreciated hearing about the work going on with the new headquarters on Francisco. She stated that there will be an open house coming up and it will be advertised with Connect with Pacifica and the community can go and learn more about the project and see the designs. She stated the Coastal Cities leadership group met. Kate Hucklebridge, as well as Madeline Cavalieri from Coastal Commission, attended the meeting to meet all those representing the coastal cities in the state. She stated that Ms. Hucklebridge will be a featured speaker for a webinar advertised through League of Cities and CalCities, and they will have information to share about upcoming Coastal Commission priorities and give her a chance to introduce herself to all coastal cities. She stated that there were two pieces of legislation she wanted to put on everyone’s radar. Becker and Papan are carrying around the Brown Act. It allows them to have some of their regional meetings on Zoom so they aren’t all generating greenhouse gas driving to all those meetings when they can do them on Zoom. She also highlighted Assembly Bill 1534 by Ward and Senate 1532 by Haney which has to do with housing and office conversion projects. She stated the issue is do schools get the developers free if the building already exists. She stated that, when a new building is built, there are developer fees that support and how that would affect RHNA.

She attended the progress seminar and was a fantastic weekend and a great opportunity to connect with people from businesses, other electeds in the county, and labor groups with wonderful presentations. She thought her biggest and best takeaway and benefit opportunity for us was an evaluator from HCD who was on the panel and was able to hear directly from cities about issues, concerns and questions. She thought Diane Papan stated at the end that 87% of Housing Elements in the state have not been approved by HCD, and the message is how can they make the process more streamlined. She is working on that as they understand the need for more housing but we need to be able to move the plans through.

Mayor Bigstyck gave his thoughts towards Ukraine and the Sudan. After the strategic planning session, he attended the CalCities city of leaders’ summit in Sacramento. He stated that they met with Assemblywoman Papan, as well as Dave Cortese, Marc Berman and Josh Becker.

The following day they met with Scott Weiner which was a unique opportunity to have time with him in a comparatively intimate setting. The talked to Alex Lee’s staff and spent more time with Josh Becker. They got to enjoy that time and was proceeded by speaking in front of the subcommittee he was chairing on natural resource energy and water regarding sea level rise and resilience needs in Pacifica during his Senate Budget Subcommittee he was chairing. He stated, on day 3, there were interesting seminars on leadership. He attended the city’s Democrats meeting where Jackie Speier was talking about her new initiative to address the wealth disparity in our county, especially where children are concerned. He enjoyed the Malt + Stone ribbon cutting with Councilmember Beckmeyer and the PCT open house on their 45th anniversary celebration and celebrating that they were able to buy the unit which is good news

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for our community and making sure we are able to utilize every tool of transparency at our disposal. He was grateful to be joined by fellow Councilmember Bier, Mayor pro Tem Vaterlaus and County Supervisor Ray Mueller. He attended the OSPAC meeting. Among all the business discussed, one of the major takeaways for him was the GGNRA and talking about the memorials at Mori Point; due to federal regulations, they will have to remove some of the memorials that were put up by people a number of years ago, and they want to make sure they are very sensitive about how they do it and will be coordinating with the city to make sure they can reach out to people so the memorials put up by citizens are treated respectfully. He stated they had an opportunity to meet our new Sr. Planner Stefanie Cervantes and she was giving them some information that night. He stated the next volunteer day the OSPAC committee is going to be holding to try and do some trail rehabilitation looks like will be on May 13 from 9 am to 12 pm. He then got to a back and forth between Progress Seminar in Santa Rosa and Earth Day here. He missed the educational breakout sessions for the progress seminar because he was at an Earth Day event with his colleagues and it was good to be on the VIP tour to see the extent that it isn’t just beach cleanup anymore; there are so many groups covering inland in Pacifica so the trash ultimately does not roll down to the beach. He thought it was amazing to see the community get together to take that step so what winds up on the beach doesn’t have to be cleaned up from the beach. He didn’t attend the education segments, but it was a wonderful opportunity for networking with a lot of people, not just electeds, such as community leaders from San Mateo County in the spot in Santa Rosa for a couple of days to deepen relationships and start new relationships. He stated that, going from issues ranging from public safety, homelessness, housing, education, etc., it is good to be in a circumstance with them where we can loosen up a little bit and deepen that relationship. He stated the leadership Council representative, Kaarin Hardy, made reference about forming those relationships when they don’t matter that much so when they do matter, they are there to tap into and the Progress Seminar was a great opportunity to do that.

STAFF COMMUNICATIONS
City Manager Woodhouse stated the new Police Chief Mia Sarasua began her first busy day today. He gave a shout out and thank you to Capt. Clements who has been acting as Police Chief for a long time. He knows that Captains Glasgo and Clements are giving her a great welcome as is the entire department and they are happy to have her. She will take her time getting oriented. He then referred to earlier mention of our life buoys project, stating that the first life buoy installation is in place just outside of the Council Chambers with five more along the promenade and more after that to be determined on their installations. He gave a shout out to PB&R Director Palacio for his work in making that happen.

PUBLIC HEARINGS

5. Introduction of an Ordinance to approve Rezoning RZ-205-20 to rezone from the R-1 (Single-Family Residential) zoning district to the P-D (Planned-Development) zoning district, and to approve Development Plan DP-81-20 pursuant to the P-D zoning requirements; and introduction of an Ordinance to approve Development Agreement DA-3-20 that would, among other things, include ongoing use of the existing ballfields as a public recreational facility subject to certain limitations, which approvals would authorize the construction of seven multi-family residential buildings with a total of 70 residential housing units (including 11 housing units affordable at below-market rate, or BMR, rents), residential amenity buildings, off-street parking and circulation improvements, open space and landscaping, and recreational fields and amenities, at the former Oddstad Elementary School located at 930 Oddstad Boulevard (APN 023-

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672-600) (File No. 2020-009). The Planning Commission recommended approval of the Rezoning, Development Plan, and Development Agreement, and approved Specific Plan SP-173-20, Subdivision SUB-248-20, and Heritage Tree Removal Authorization, by a vote of 6-0 on March 20, 2023, subject to City Council approval of the Rezoning, Development Plan and Development Agreement. Recommended California Environmental Quality Act (CEQA) action: Adoption of a Resolution to certify a final environmental impact report (EIR), including Findings of Fact and a Statement of Overriding Considerations, due to significant and unavoidable environmental impacts that would result from approval and construction of the project.

PROPOSED ACTION:
(1) Move to adopt a Resolution to certify the Final Environmental Impact Report, adopt the Mitigation Monitoring and Reporting Program, make the required findings and approve the Statement of Overriding Considerations; and,
(2) Introduce, waive the first reading, and read by title only, an Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Rezoning RZ-205-20 and Development Plan DP-81-20 to establish a Planned Development (P-D) zoning district with development plan for the Pacifica School District workforce housing project to construct 70 residential units at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020-009)”; and
(3) Introduce, waive the first reading, and read by title only, an Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Development Agreement DA-3-20 to establish a development agreement between the Pacifica School District and City of Pacifica to provide certain public and private benefits in conjunction with a development project at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020- 009).”
Councilmember Beckmeyer stated, as this item was about the Pacifica School District Work Force Housing Project, and she is employed by the Pacifica School District, although she has been advised by legal counsel that it is not a legal conflict of interest, because of the concerns some may have in the community, she decided it would be best with an abundance of caution to recuse herself from this item.

Mayor Bigstyck stated that he has had various conversations with the school district in various forms over the course of the last couple of years and, out of an abundance of caution, he wanted to disclose his ex parte communications and he invited any other Councilmember who wants to disclose ex parte to do so now.

Mayor pro Tem Vaterlaus stated she attended their presentation.

Councilmember Boles stated she attended their presentation at the facility where they had their consultants.

Planning Director Murdock stated he is joined by liaison Planning Commissioner Danielle Devine, environmental consultant Crystal Rizzi of M-Group and Contract Planner Chris Dacumos by Zoom. He then presented the staff report.

Councilmember Boles was excited that this was coming before them today. She thanked the

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school district for all the work and time that has gone into this and patience with the Planning Department. She knows there is support and a lot of need for this project for our teachers and school staff. She asked Planning Director Murdock if this site was listed in the previous housing element.

Planning Director Murdock stated he would have to check but wasn’t aware that they listed it in the prior Housing Element.

Councilmember Boles didn’t see any note of that in the staff report and, looking at the current Housing Element, the staff report said that, with the PD zoning, they could build up to 262 units.

They have to find other sites to make up the units if they aren’t providing maximum capacity.

She has had questions from the public about the deed restrictions and she heard back from City Manager and City Attorney that the deed restriction documents and compliance agreements aren’t done, and she asked if that typically happens further down the road.

Asst. City Attorney Bazzano stated that is true and they will be brought back with the second reading of the ordinances.

Councilmember Boles referred to the planning regulations of the 15% inclusionary zoning and stated we only need to provide 11 units as part of this project, and the school district is hoping to make more of those affordable. She asked if they are only asking for 11 to be deed restricted as part of these approvals.

Planning Director Murdock stated that the city is only requiring 11 to be deed restricted consistent with the city’s Below Market Rate Inclusionary Zoning Ordinance. They approached the school district during the development agreement negotiations to push them and asked them to agree to deed restrict more units, given that they were already going to rent them at below market rate levels, if not formally below market rate levels. They declined to provide additional units on a deed restricted basis because they were concerned about project financing by having more restrictions on potential income from the project. They may be able to expand more upon that if she asked them the same question. The project now only includes 11 deed restricted affordable housing units.

Councilmember Boles stated she wanted to ask that question of the applicant. She talked to Senator Becker about this project and he asked that they let him know when it’s ready to go.

She thought there will be opportunities for us to help find more grant funding. She referred to her question about the development agreement, and she wanted to clarify which one they are reviewing and approving at this meeting as she doesn’t know if other changes.

Planning Director Murdock stated that the content is the same. He wasn’t sure what happened with the formatting and the preparation of the attachments. He stated that the hyperlinked table of contents is also in the draft ordinance attachment and it will take her to the appropriate section based on the section headings. As he mentioned in his reply earlier to the query, the sections are numbered in the substantive comment between the attachment to the Planning Commission resolution and the draft ordinance is the same, and just the section numbering and headings that had the mix up in the formatting.

Elizabeth Bredall, Pacifica School District board member, stated that she is the trustee on the school board. She reported on the struggle to attract teachers as the cost of housing and rent in the Bay Area is causing great concern about the ability to serve the children in the future.

Many candidates for teaching positions are excited about moving to Pacifica but have to turn

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down the position because of the cost of living. She referred to the discussion to repurpose Oddstad Elementary School in a useful and innovative way. They believe this plan will serve the school community as well as the Pacifica community. She stated it is the product of intense study and feedback from residents and employees. She stated that it is important to craft the best solution to meet the needs for our whole community, and they feel this site reimagined as work force housing will serve the greater purpose. She mentioned specifics of the process since the school was closed in 2005, such as study sessions, etc. She thanked the community for working with them for the years. She then turned it over to Shepherd Heery of Brookwood Group advisers.

Shepherd Heery, CEO of Brookwood Group, stated that it has been an honor to have been working with the school district for years, as well as the city, in a very collaborative manner.

They are pleased with this very project. They were able to keep the project at a very low rise scale, 2 stores maximum, and consists of 70 residences, 26 townhomes and 44 1- or 2- bedroom apartments. There are two story apartments and the other buildings are townhomes and 64% will be subsidized for teachers and staff and they hope to have 100% affordability in the long term. HEART has been helping them with the financing of the project. He stated that the most exciting part of the project, from the community’s perspective, is that they are saving the playing fields, and improving them, with a building to provide locker rooms, changing facilities, snack bar for teams, a nice facility for the community. They are also turning the upper parking lot into a dual-purpose basketball court. He mentioned some specific amenities, such as EV charging stations. They have a generalized schedule and are pleased to have worked successfully with city staff and they are ready to move into construction document phase and hope to secure the financing and take contract bids on various components of the scope of work. They hope to start construction in 2024 and deliver the project in 2025. He stated that there are two phases and they would like to proceed with both phases simultaneously. He stated that 25 units in phase 2 could be market rate units to help subsidize the financing of phase 1. He stated that they have their design architect, Alex Seidel, and on the phone they have the landscape architect, Lia Farley and civil engineer Tim Heffernan, and, the executive architect, Brock Ehlers.

Mayor Bigstyck stated he had two questions. One question was about parking, and he was less concerned as he thought it was addressed. He is asking the question to make sure the author’s question is answered on record. It was referring to the project having asbestos and precautions to remove it without making it airborne for the community for public safety.

Mr. Heery stated that any abatement of any toxic materials would be taken care of properly as part of or in advance of the actual demolition of the building. Regarding parking, they have 142 parking spaces, at a ratio of more than 2:1 per unit.

Mayor Bigstyck referred to board member Bredall talking about Mike O’Neill surplusing the property when he spent time on the school board. He wondered if they know what year that was that the property was surplused.

Ms. Bredall advised that it was 2012.

Planning Director Murdock added that the Environmental Impact Report does include a mitigation monitoring and reporting program (MMRP) that has mitigation measure, HAZ1, that addresses the asbestos abatement.

Mayor Bigstyck stated it was addressed in the staff report but he wanted to be sure it was out in

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the public as it took him several years.

Councilmember Boles specified that the person was asking about guest parking.

Mr. Heery stated there are two spaces designated to go with each of the townhome units, some garage spaces and some covered by trellises - those are a 2:1 ratio per unit. The other parking on the site is surface parking, some of which is covered by the solar shading structures, but that space would not be reserved for any purpose other than handicapped spaces and EV charging stations. The open parking would be mixing guest parking and resident parking.

Councilmember Boles hoped that there was signage to direct visitors.

Mr. Heery stated that they haven’t gotten into the level of details as far as site management.

They would probably have a parking permit system of some sort and guest parking area.

Mayor Bigstyck opened the public hearing.

Lynda Brocchini, Pacifica, stated she is the president of the Pacifica School District board.

She shared her experience on the board on working diligently to listen the concerns of the community and the city, and most importantly their employees who told them time and time again that they love working for PSD but the cost of living makes it difficult to stay here. She expressed her thoughts on the project, calling it a win for, not only the school district, but for staff, students, neighbors and ultimately a win for the entire city of Pacifica and urged a yes vote on the project.

Mike O’Neill, Pacifica, stated that this is an opportunity for Council to make a generation change for thousands of students in Pacifica, as they help them attract the best teachers, as well as improving the athletic facilities and recreational opportunities which are desperate, especially during the pandemic, expressing his positive thoughts on the project.

Summer Lee, Pacifica, stated she was happy to see this project, and couldn’t say it better than Mike O’Neill. She has concerns about how they make sure most of the housing is affordable for teachers and she shared her thoughts as a parent of a child with special needs, and it makes sense that attracting more teachers and having more resources, they will have a healthier community. She wants some assurance that the number of affordable units is locked in or increased, not decreasing and are permanently deed restricted and mentioned for them to consider this in the future.

Mayor Bigstyck closed the public hearing. He asked the applicant, if he wants to speak, about keeping the rents affordable for teachers.

Heather Olsen, superintendent of Pacifica School District, stated that the challenge is keeping the units affordable, and after they get through this major milestone, being able to build it and how do they subsidize the units that it is affordable to teachers. One of the examples they have used is initially using 25 units that would be market rate and 45 units subsidized for employees, and as the certificates of participation get paid off, that would allow them to have more affordable units. She stated that there will always be the deed restricted units, but their interest as the school district is the interest to staff, i.e., making the housing affordable. She thanked everyone involved in this project, as they would not be here without them.

Councilmember Boles was looking at sustainability features and, in the interest of making things

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more sustainable, but partly in the interest of reducing the operating costs for the life of the project and the people using the building. She noticed solar on the car port but not on the building and she thought the state code requires them to look at the roofs on the buildings, and asked if there was an objection. She stated that the closer they can get to net zero. She knows the code doesn’t require batteries for a two-story building but putting in the infrastructure, even if not putting them in now in terms of the budget, so they can be added later, as they are most expensive to add if they haven’t thought it out with the wiring.

Mr. Heery stated, on the photovoltaics, they are looking at the possibility of putting them on the rooftops of the apartment buildings, but probably not on the townhomes because of the architectural impacts. They will be sizing the photovoltaic rays so they meet the minimum California codes and probably more than that. He followed up with Councilmember Boles on the electrical charging stations.

Councilmember Boles stated that was part of it, and obviously the solar would help that a lot.

She saw in the staff report that this was discussed with the Planning Commission, and now that they have passed the REACH codes, nothing can be gas in the buildings.

Mr. Heery stated that she was correct about no gas, and as far as the EV stations, they should be able to have five in the first phase, three in the second phase, and these will have EV ready power and low power level 2 conduit in place for a total of 20 additional spaces, plus future stations as many as nine more. They are planning to exceed that requirement. He asked Alex Seidel to talk about some of the natural design aspects of the parking and sustainability.

Alex Seidel thought one of the hallmarks of this project is that they have a beautiful site which they tried to respect and they have been able to appropriately design a lower density project than they do throughout the Bay Area and been able to get into some very creative design with the engineers, with storm water treatment, consolidating that, managing the storm water runoff on the site. Regarding the photovoltaics, this project will be under the new CBC code in which the requirements have been significantly increased. He thinks it will be state of the art when built. He wasn’t sure if the carports are going to get it there, but they will get to that in the next phase of the work. He feels this will be a project the community will be very proud of and it will be very forward thinking in terms of sustainable practices.

Councilmember Boles asked if they can consider some gray water capture, and the easiest way to do that is through laundry. She thought about watering that field which takes a lot of water and could be a big expense in maintaining the field for the first 20 years and the city subsequently. She would appreciate it if that is something they can consider.

Mr. Seidel stated that they will talk about that internally.

Mayor Bigstyck closed the public hearing. He welcomed Commissioner Devine and asked if she would like to add anything before they begin deliberations.

Commissioner Devine felt that the general consensus of her fellow commissioners was the enthusiasm and respect of all the considerations that have taken place. She stated that there were some continuous questions, but overall, they felt that the applicant answered everything appropriately and due diligence had been taken and they were very excited to see it passed.

Mayor Bigstyck additionally addressed Consultant Crystal Rizzi of M-Group, who stated they prepared the EIR for the project. He thanked her for being here. He asked Council for

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thoughts.

Mayor pro Tem Vaterlaus stated she went to many of these meetings and looked forward to this and was proud that they can do this as a school district for the teachers as it is needed. She looks forward to it being built. She noticed that they are going to add 96 trees and Tree City will be happy for that. She stated the fields are very important for the community and it was nice to go to the actual site meetings and see that the fields are going to remain, and they have added this additional item where there are changing rooms and restrooms and change in the parking that can also be basketball courts. She thought it was a great project and she looks forward to seeing it built.

Councilmember Bier was excited to move this forward. She thanked Superintendent Olsen and the board of trustees for all the work, diligence and commitment to our students and community she has done over the past few years and she knows what the board of trustees have been through. She has seen what the staff housing at Jefferson Union High School District has done for her friends and colleagues, and they are now relaxed at work, happy, productive and have friends they live with. She stated that it was a beautiful model. She had no questions as she knows how hard they have worked and will work to make sure that the school district will do everything they possibly can to make sure that these units are affordable as that is the whole point. She is excited and she thanked Mike O’Neill for what he did to get this off the ground.

Councilmember Boles doesn’t have any concerns at all. She wanted to ask one question from Ms. Rizzi of the M-Group. As a result, Asst. City Attorney Bazzano advised that, if they want to ask a question of the applicant or a member of the public, it would be through the mayor and he would need to reopen as it is now back to Council for deliberation. Mayor Bigstyck reopened the public hearing.

Councilmember Boles was thinking about cost savings and the fire department has decided that this wildland and urban interface zone and, in her previous discussions with fire, they weren’t looking at areas in Pacifica. She wanted to make sure this is a requirement of the project development as she had some conversations with fire and they didn’t think that was necessary.

She stated that it was in the EIR and maybe not something they want to revisit and maybe the applicant wants to put it in to make the building safer. It means all the walls and roofs have to be one-hour fire rated, windows have to be special and expensive and have to be put in, and it was an additional expense and she wanted to ask if it was required.

Mr. Heery stated that their intent has been to make sure the urban wildland interface is the key issue and they have taken precautions on the hillside that are indicated in the civil drawings that create a fire buffer zone. He stated the intent is that they want to preserve the trees and add new trees, and one of their first priorities will be to meet with North County Fire to be sure they have a mitigation plan that meets everyone’s objectives.

Planning Director Murdock stated that the concern from the Fire Authority identified in the EIR was more directly related to vegetation management of the hillside and not necessarily building to the Chapter 7A wildland urban interface building requirement. He can’t commit that the building official in consultation with the Fire Chief will not ultimately require that, but that has not been the focus of the review thus far and about the hillside vegetation and managing that fuel source due to potential wildland fire risk at the site.

Councilmember Boles thought that made sense and hopefully it isn’t required.

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 26 April 24, 2023
Mayor Bigstyck closed the public hearing.

Councilmember Boles stated she is completely supportive of the project and appreciated everyone present who have been mentioned and many in the background who have worked and all the outreach to the public and trying to design the project to fit in with the scale of the residential neighborhood. She stated that they could have built something bigger and denser, and the state laws let them do that. She appreciated that they wanted to be a good neighbor in making it a project they can all enjoy and be proud of.

Mayor Bigstyck thanked Board Member Bredall, Board President Brocchini, Superintendent Olsen and County Counsel Nibbelin for being here as well as former colleague and Board Member Mike O’Neill as it has been a long time coming and exciting that they get to vote on it.

He stated it was a thoughtful and beautiful project. He was uplifted by the Planning Commission meeting in which many people came up to talk about how much they wanted it to be there with no one speaking otherwise. While it brings tears to his eyes as he remembers attending the school, he also considers that other children will benefit from proper education and utilize the recreational spaces because of this project and it was an honor and privilege to vote on this. He cautioned Council that after the motion is made he is going to want to say one thing before they vote.

Councilmember Bier moved to adopt a Resolution to certify the Final Environmental Impact Report, adopt the Mitigation Monitoring and Reporting Program, make the required findings and approve the Statement of Overriding Considerations; seconded by Mayor pro Tem Vaterlaus.

Mayor Bigstyck stated that, before they vote, he made a point to consult with City Attorney earlier today to make sure it was okay for him to do this, and he invited Mike O’Neill to stand next to him on the dais while he is casting his vote, knowing that he spent 12 years of his life making it happen. He asked him to stand next to him as he votes as he plans on voting yes.

ITEM #5-1
RESULT: ADOPTED [4 TO 0]
MOVER: Mary Bier, Councilmember
SECONDER: Sue Vaterlaus, Mayor pro Tem
AYES: Bigstyck, Vaterlaus, Bier, Boles
ABSTAIN: Beckmeyer
Councilmember Bier moved to introduce, waive the first reading and read by title only, an Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Rezoning RZ-205-20 and Development Plan DP-81-20 to establish a Planned Development (P-D) zoning district with development plan for the Pacifica School District workforce housing project to construct 70 residential units at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020- 009)”; seconded by Councilmember Boles.

ITEM #5-2
RESULT: ADOPTED [4 TO 0]
MOVER: Mary Bier, Councilmember
SECONDER: Christine Boles, Councilmember
AYES: Bigstyck, Vaterlaus, Bier, Boles
ABSTAIN: Beckmeyer
Mayor Bigstyck stated that Mike O’Neill made a request that they invite Board members Bredall and President Brocchini as they carried the torch after he left the school board.

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 27 April 24, 2023
Mayor Bigstyck moved to introduce, waive the first reading and read by title only, an Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Development Agreement DA-3-20 to establish a development agreement between the Pacifica School District and City of Pacifica to provide certain public and private benefits in conjunction with a development project at 930 Oddstad Boulevard (APN 023-672-600)(File No. 2020-009)”; seconded by Mayor pro Tem Vaterlaus.

ITEM #5-3
RESULT: ADOPTED [4 TO 0]
MOVER: Tygarjas Bigstyck, Mayor
SECONDER: Sue Vaterlaus, Mayor pro Tem
AYES: Bigstyck, Vaterlaus, Bier, Boles
ABSTAIN: Beckmeyer

CONSIDERATION

6. Consideration of Resolution Creating the Measure Y Citizens’ Oversight Committee PROPOSED ACTION: Consider and Adopt the attached Resolution of the City Council Creating the Measure Y Citizens’ Oversight Committee.

City Manager Woodhouse presented the staff report.

Mayor pro Tem Vaterlaus wondered why he picked three as she thought that was a small amount considering the quorum, so you have to have two.

City Manager Woodhouse stated that, given the focus nature of the work and meeting only twice a year, he thought some cities have decided that three was enough membership on that.

Mayor Bigstyck liked the idea of 3 to 5 so that, if they have five people who are applying, it is easy whereas as if they don’t get enough interest.

Councilmember Boles likes the 3 to 5 also. She had asked about the term of Measure Y which is nine years and she was wondering to make the term 4.5 so they don’t have to do this three times.

Mayor Bigstyck suggested 4 and 5.

City Manager Woodhouse thought the term could be any duration Council wants, and there will be vacancies, as someone may not serve a full term or change interest, and it could be a rolling process but if Council were interested in making the term 4.5 or 5, he thought that was fine. He stated that City Clerk Coffey raises a good point that having a different length term than other committees and commissions may make it more difficult to track.

Mayor Bigstyck wondered if the entire committee are all on the same calendar and in theory they are appointing new people, so does that mean that effectively, there could be a window of time in which they have no committees since they are all serving on the exact same timeline, as other committees and commissions are staggered so you would never have that issue.

City Manager Woodhouse thought that was a good point, as a lot of the committees and commissions have staggered terms that way and when you are starting a committee or

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 28 April 24, 2023
commission, you might need to identify one or two seats that are two year terms and the rest four year terms.

Asst. City Attorney Bazzano stated that, because this body only meets twice a year, it is probably not going to be an issue as you could do the renewal of the term at a point when they are not going to meet.

Mayor Bigstyck stated, in a worst case scenario, they have six months to figure it out.

Asst. City Attorney Bazzano stated that, ultimately, it is up to Council if they want to do staggered terms, which is consistent with the way other bodies are set up.

Mayor Bigstyck stated that he would defer to the expertise of City Clerk Coffey.

Councilmember Boles wasn’t opposed to the staggered because they don’t have everyone rotating off at once and there would be someone continuing that would have some institutional knowledge.

Mayor Bigstyck opened public comments and, seeing none, closed public comments.

Councilmember Beckmeyer wanted to clarify the use of the term half-cent in Measure Y as it is half a cent for every dollar in sales.

City Manager Woodhouse stated that it is a half-cent TUT and that is the language in the ballot measure and in the ordinance, not a percent.

Councilmember Beckmeyer stated that they are referencing a half-cent per dollar.

City Manager Woodhouse stated that is correct and it is the norm for how they reference sales tax measures.

Councilmember Boles stated that, in the introduction, they have a list of the community priorities and not included are street paving and preventing coastal erosion. She knows they aren’t necessarily putting everything in their pocket but she assumed those were still part of the priorities as part of what the voters approved.

City Manager Woodhouse agreed, stating that the priorities are all laid out in the establishing documents and ordinance and this was just a summary from the community priorities that they received in that community survey from the document. He stated that it was really maintaining all the city services.

Mayor Bigstyck asked if there was further deliberation or a motion.

Asst. City Attorney Bazzano stated that she has some proposed edits if Council is inclined to consider the staggered terms as an option. Under exhibit A attached to the resolution, the section identified as committee member terms, she would revise that to indicate that appointments to the committee shall be for a four-year staggered term unless otherwise determined by Council. The first two members appointed shall serve for an initial two-year term and the remaining members shall serve for a full four-year term, and that is how they would set up the staggered system. Once those initial two members serve their full two years, they could renew for the full four-year term.

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes) City Council Regular Meeting 29 April 24, 2023
Councilmember Beckmeyer stated, with that amendment, she would like to make a motion.

Councilmember Beckmeyer moved to Adopt the attached Resolution of the City Council Creating the Measure Y Citizens’ Oversight Committee as amended; seconded by Mayor pro Tem Vaterlaus.

RESULT: ADOPTED AS AMENDED [UNANIMOUS]
MOVER: Sue Beckmeyer, Councilmember
SECONDER: Sue Vaterlaus, Mayor pro Tem
AYES: Bigstyck, Vaterlaus, Beckmeyer, Bier, Boles

ADJOURN
Mayor Bigstyck adjourned the meeting at 10:32 p.m.

Transcribed by Barbara Medina, Public Meeting Stenographer.

Respectfully Submitted,
Sarah Coffey, City Clerk
__________________________
Tygarjas Bigstyck, Mayor

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Attachment: Attachment A: Minutes of 04-24-2023 Council Meeting (5343 : Approval of Minutes)

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Continuation of Proclamation of Local Emergency of the Pacifica Coastline from Westline Drive to the End of Beach Boulevard
RECOMMENDED ACTION:

Accept report and make a determination that conditions of local emergency continue to exist within the Pacifica Coastline from Westline Drive to the end of Beach Boulevard.

STAFF CONTACT:

Roland Yip, Deputy Director of Public Works/City Engineer 650-738-3767
[email protected]
Sarah Coffey, City Clerk
650-738-7307
[email protected]
BACKGROUND/DISCUSSION:

On January 22, 2016, the Director of Emergency Services proclaimed the existence of a local emergency along the Pacifica coastline from Westline Drive to the end of Beach Boulevard due to El Nino storm activity. Extreme wave heights for extended periods of time caused top-of-bluff retreat at several locations along the Pacifica coast and damage to City infrastructure. Since this date, the Director of Emergency Services has proclaimed the existence of other local emergencies along this same stretch of coastline. These emergencies are described below:
• Failure of the sea wall and promenade on Beach Blvd. (in the vicinity of Santa Maria Avenue), which have been repaired, from the January 22, 2016 storm. • The 300 & 400 block of Esplanade experience episodic bluff erosion. In recent years (2016-2018), the bluff erosion has progressed to a point where the erosion is now threatening public infrastructure and utilities.
• Undermining of a seven-foot diameter storm drain outfall and concrete headwall for the discharge of Milagra Creek into the Pacific Ocean in the vicinity of 700 Palmetto Avenue from the January 22, 2016, storm. Construction is scheduled to restart in February of 2021 due to project delays.
• A failure of the seawall and promenade on Beach Blvd. in the vicinity of Santa Rosa Avenue and the Pier was discovered on December 16, 2020. Ocean waves, king tides, and high swells undermined a portion of the sea wall and created a large void (25’x25”) between the pier abutment seawall connection, affecting the sidewalk and promenade.

City staff and contractors stabilized and repaired the large void on January 22, 2021.

The sidewalk and promenade restoration were completed on February 22, 2021.

Monitoring of the repaired area is on-going.
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• On December 29, 2020, another failure of the seawall occurred approximately 150-200 feet north of the intersection of Beach Blvd. and Santa Rosa Avenue. A void, approximately 10’ deep by 15’ long, was found behind the seawall and was repaired with geotextiles and concrete slurry on January 5, 2021. Full restoration of this section was complete in February 2021. Monitoring of the repaired area is on-going. • On January 14, 2021, a combination of high tides and large waves damaged a forty-foot section of the Pacifica Municipal Pier’s west facing deck and concrete railing. Following this event, the Pier was closed due to safety concerns. City staff requested a structural engineering assessment of the above deck pier elements and a proposed repair and associated cost from a local engineering consultant. This information was provided to the City by the end of March 2021. The pier was reopened on April 2, 2021, but the damaged portion was fenced off for safety reasons. The City is currently moving forward with a repair project and is designing the repair. Construction will be funded by grant money provided through a Senate Bill 129. The City Council approved a resolution on December 13, 2021, to approve the application of the state grant funds for the repair of the pier and the application has been sent to the State Department of Parks and Recreation for processing. On May 13, 2022, the City received a Coastal Development Permit waiver from the California Coastal Commission to perform this work. A bid opening for the repair was held on June 9, 2022, and the City received one bid, which was $2 million above the project budget. Council rejected the bid and authorized the project to be rebid.

The City Council first ratified this proclamation (Attachment 1) at its regular meeting of January 25, 2016. Since that date, additional damage had occurred along Beach Boulevard and Esplanade Avenue as noted above.

Pursuant to Government Code section 8630(c), the City Council must review the need for continuing the local emergency at least every 60 days until the City Council terminates the local emergency. Conditions of local emergency still exist since the City Council first acted to declare a local emergency on January 25, 2016, and since that time staff has brought the continuance of Proclamation confirming the existence of local emergency exists within the Pacifica Coastline from Westline Drive to the end of Beach Boulevard every 30 days with April 10, 2023, being the most recent.

The City is using a combination of city staff, contractors, and consultants to manage the discussed emergency work. Staff will bring recommendations to the Council to end the emergency designation for projects on the list once conditions stabilize and the projects are no longer in need of the emergency designation.

The City Manager recommends that the City Council make a determination that conditions of local emergency continue to exist within the Pacifica Coastline from Westline Drive to the end of Beach Boulevard.

FISCAL IMPACT:

None.

ORIGINATED BY:

Public Works
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ATTACHMENT LIST:

Attachment 1 - Proclamation of Local Emergency Regarding Pacifica Coastline from Westline Drive to End of Beach Blvd. (PDF)
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"ATTACHMENT 1"

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Attachment: Attachment 1 - Proclamation of Local Emergency Regarding Pacifica Coastline from Westline Drive to End of Beach Blvd. [Revision "ATTACHMENT 1"

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Attachment: Attachment 1 - Proclamation of Local Emergency Regarding Pacifica Coastline from Westline Drive to End of Beach Blvd. [Revision

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Continuation of Proclamation of Local Emergency at the Anza Pump Station.

RECOMMENDED ACTION:

Accept Report and Make a Determination that Conditions of Local Emergency Continue to Exist at the Anza Pump Station at the Pacifica State Beach.

STAFF CONTACT:

Lisa Petersen, P.E., Director of Public Works
(650) 738-3767
[email protected]
Nelson Schlater, P.E., Engineering Manager - Wastewater Public Works (650) 738-3767
[email protected]
BACKGROUND/DISCUSSION:

On Monday, March 16, 2020, the Department of Public Works received a report regarding a fire at the Anza Pump Station at Pacifica State Beach. After Public Works staff investigated the report, it was determined that the storm drain pumping system and roof/bathrooms were damaged during the fire. The engines were destroyed, and the pumps needed to be replaced.

The damage to the pump station threatened and continues to threaten the safety of persons and properties within the watershed due to the risk of flooding without an operational pump station.

The City of Pacifica’s Emergency Plan and Section 4-2.01 et seq. of the Pacifica Municipal Code empower the City Manager, acting as the Director of Emergency Services, to proclaim the existence of a local emergency when there is an actual or threatened existence of conditions of disaster or of extreme peril to the safety of persons and properties within this City.

The proclamation is subject to ratification by the City Council within 7 days, pursuant to the Pacifica Municipal Code. The proclamation of the existence of a local emergency further designates the City Manager or designated representative to act on behalf of the City for public assistance and for individual assistance for purpose of receipt, processing and coordination of all inquiries and requirements necessary to obtain available State and Federal assistance.

Additionally, pursuant to Section 3-15.09 (A) of the Pacifica Municipal Code, in cases of an emergency the City Manager is authorized to proceed at once to replace or repair any public facility without adopting plans, specifications, or working details, or giving notice for bids to let contracts. The City must comply with Public Contract Code Section 22050, which provides a process for City Council’s review of the emergency action if notice of bids to let contracts for public projects will not be given because of the emergency.

In this case, the City Manager has determined that the damaged pump station threatens the health and safety of persons and properties, including critical public infrastructure, which 4 Packet Pg. 50
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requires immediate attention and constitutes an emergency pursuant to Pacifica Municipal Code section 4-2.02 and Public Contract Code Section 1102.

Such conditions are, or are likely to be, beyond the handling capability of the City’s services, personnel, equipment, and facilities, requiring the use of outside contractors to conduct emergency design and repair pursuant to Pacifica Municipal Code section 3-15.09 without giving notice for bids to let contracts. Immediate action is, and continues to be necessary, due to the clear and imminent danger presented by any storm event that could occur during the time the storm water pump station is non-functional. Flooding could occur to areas upstream of the pump station, causing health and safety issues, as well as extensive property damage. As such, on April 8, 2020, the City Manager did proclaim the existence of a local emergency within the City and the need to continue the emergency action continues as the repair will take approximately 8-14 months or longer. The Proclamation of Local Emergency is attached to this staff report as Attachment 1.

City staff has contracted with the civil engineering firm of Schaaf & Wheeler of San Jose, California to assist the City with the rehabilitation of the pump station. In addition, the pump station has been cleared of any fire damaged debris and the damaged pumps/engines have been removed. On July 13, 2020, the City Council approved construction services agreement for rebuild and re-installation of a pump and gear drive, the renovation of bathrooms, purchase and installation of new stainless-steel doors, and repair pump station wet-well grates. As part of the on-going maintenance for the pump station, staff purchased a new pump which was approved by the Council at the August 9, 2020 City Council meeting. An emergency purchase agreement with Herc Rental for a temporary rental engine was also approved on September 1, 2020 and will remain in place until the pump station is operational. On October 12, 2020, temporary measures were completed to allow for a non-standard system of pumping at the Anza Pump Station until final repairs are completed. This work included a new pump, transfer switch, temporary roof, portable generator connections, and exterior double doors have been installed. Staff is continuing to evaluate and monitor storm water flows and purchased two new sump pumps to accommodate flows.

On May 10, 2021, City Council approved the purchase of two new Caterpillar engines utilizing the City’s established Sourcewell Cooperative Purchase Agreement. The rehabilitation plan is currently 100% completed, and staff has completed the engineering review. The roofing plan was approved by the Building Department. Staff has also completed selection of the Construction Management firm which was from the established On-Call Construction Management list. Staff is in the process of discussing permitting requirements for the overall project with the California Coastal Commission.

Staff completed the field portion of a topographic survey to support a PG&E application to reestablish natural gas service at the Anza Pump Station to supply the natural gas to run the prepurchased natural gas engines to drive the pumps. The City entered into an agreement with PG&E to tap the gas main and install a new gas meter. The City has also engaged a gas pipeline contractor for a quotation on installing the gas service line from the gas main to the gas meter. In addition, the City has submitted the Caltrans Encroachment Permit application required for gas service line construction on Highway 1 and has obtained a separate emergency Coastal Development Permit request with the California Coastal Commission for installation of the new gas line and a redundant pump/engine that was approved.

During a storm event on the morning of December 16, 2021, the City experienced some flooding in the lower Linda Mar area due to the temporary nonstandard pumping system that has been in use at Anza pump station due to the fire damaged pump station engines in March of 2020. This temporary system has been in place because the City has been working to reach agreement with the California Coastal Commission on the remaining permitting requirements for 4 Packet Pg. 51
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the permanent pumping system. The City faced several significant stormwater related events from October 2021 through December 2021 and will face more with the continuing storm season. Replacement of this temporary system is considered an emergency and staff is moving forward with construction of the permanent system. To further improve operations between now and when the Anza Pump Station Repair Project is completed, the City recently purchased a small diesel engine that will be used to drive one of the existing smaller stormwater pumps, thereby improving pump station resiliency in the interim. Staff issued a public request to prequalify bidders for the Anza Pump Station project in December 2021. Ultimately, two contractors were deemed qualified to bid on the project. Both contactors submitted bids for the project in February of 2022. The contractors specialize in pump stations.

As of May 1, 2022, the Anza Pump Station Repair Project’s General Contractor, DW Nicholson (DWN), has begun the work and is focusing on providing project equipment submittals and requests for information (RFIs). DWN is currently onsite and working. City consultant team members Schaaf and Wheeler (engineer of record providing construction support) and Ghirardelli and Associates (third-party construction manager) are working closely with City staff to process paperwork, respond to questions along with other issues as they arise, and manage the construction work. Active construction continues at the Anza Pump Station. Except for the roof hatches, the roof installation is complete. The Project continues to finalize electrical equipment submittals and continues coordination with the engine supplier. Two new gas engines were delivered to the site mid-December 2022 and are installed. The third new gas engine delivery is anticipated late April 2023. The most recent project schedule estimates that the Pump Station will be tested and ready for manual operation in June 2023. Supply chain issues with the electric controls and electric control panel will delay the Pump Station from being tested and ready for automatic operation until October 2023. In addition, the project to construct a new 2-inch gas service line for the new gas engines was awarded to Casey Construction.

Installation of the new 2-inch gas service line in the parking lot east of the Anza Pump Station was completed in October 2022. Installation of the new 2-inch gas service line from the parking lot into the Caltrans Right of Way near the existing PG&E gas main was completed end of November 2022. PG&E required additional utility location verification prior to moving forward with the new gas service line tie in to the existing gas main, located in US 1. The City has furnished PG&E this information. PG&E completed the gas service line tie April 12th, 2023. The last step in this process will consist of PG&E installing their gas meter and regulator at the Anza Pump Station in early to mid-May 2023.

Pursuant to Government Code Section 8630(c), the City Council must review the need for continuing the local emergency at least every 60 days until the City Council terminates the local emergency. Conditions of local emergency still exist since the City Council first acted to declare a local emergency on April 13, 2020, and since that time staff has brought the continuance of Proclamation confirming the existence of local emergency at the Anza Pump Station every 30 days with April 10, 2023, being the most recent.

The City is using a combination of city staff, consultants, and contractors to manage the emergency work related to the Anza Pump Station repair project. The City Manager recommends that the City Council make a determination that conditions of local emergency continue to exist at the Anza Pump Station at the Pacifica State Beach. Staff will continue to update the Council on the progress of this emergency work monthly through the emergency declaration Council reports
FISCAL IMPACT:

There is no fiscal impact to continue this local emergency. 4 Packet Pg. 52
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ORIGINATED BY:

Public Works - Wastewater Division
ATTACHMENT LIST:

Attachment 1 - Resolution No. 19-2020 Ratifying Proclamation of Local Emergency at the Anza Pump Station (PDF)
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RESOLUTION NO. 19-2020

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA

RATIFYING THE PROCLAMATION OF THE EXISTENCE OF A LOCAL EMERGENCY AT THE

ANZA PUMP STATION AT THE PACIFICA STATE BEACH
______________________________________________________
WHEREAS, Section 4-2.05 of the City of Pacifica Municipal Code (“PMC”) designate the City Manager as the Director of Emergency Services; and
WHEREAS, Government Code section 8630 and PMC section 4-2.05(a) empower the Director of Emergency Services to proclaim the existence or threatened existence of a local emergency when said city is affected or likely to be affected by an emergency, subject to ratification by the City Council; and
WHEREAS, Section 4-2.02 of the PMC defines "emergency" as the “actual or threatened existence of conditions of disaster or of extreme peril to the safety of persons and property within this City caused by such conditions as earthquake, hazardous materials, plane crash, landslide, tsunami, epidemic, flood, riot, fire, or other conditions, including conditions resulting from a labor controversy, which conditions are or are likely to be beyond the capability of control of the services, personnel, equipment, and facilities of this City, requiring the combined forces of other political subdivisions to combat”; and
WHEREAS, Section 4-2.01 et seq. of the Pacifica Municipal Code empowers the Director of Emergency Services to proclaim the existence or threatened existence of a local emergency when the City Council is not in session, subject to confirmation by the City Council; and WHEREAS, the City Manager is the Director of Emergency Services of the City of Pacifica; and WHEREAS, on Monday, March 16, 2020, the Department of Public Works received a report regarding a fire at the Anza Pump Station at the Pacifica State Beach; and WHEREAS, after Public Works staff investigated the report, it was determined that the storm drain pumping system was damaged during the fire and that the engine and the motors would need to be replaced; and
WHEREAS, the damage to this pump station threatens the safety of persons and properties within the watershed due to the risk of flooding that can occur without an operational pump station; and WHEREAS, the City Manager has determined that the damaged pump station threatens the health and safety of persons and properties, including critical public infrastructure due to the risk of flooding and requires immediate attention and repair and as such constitutes an emergency pursuant to Pacifica Municipal Code section 4-2.02 and Public Contract Code section 1102; and WHEREAS, such conditions are beyond the handling capability of the City’s services, personnel, equipment, and facilities, requiring the use of outside contractors to conduct emergency repair pursuant to Pacifica Municipal Code section 3-15.09 without giving notice for bids to let contract, ATTACHMENT 1

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Attachment: Attachment 1 - Resolution No. 19-2020 Ratifying Proclamation of Local Emergency at the Anza Pump Station (5331 : Continuance pursuant to Public Contract Code 22050; and
WHEREAS, on April 8, 2020, the City Manager, in his capacity as Director of Emergency Services, proclaimed the existence of local emergency in the City of Pacifica, after determining that the damaged condition of the Anza Pump Station is likely to create conditions of disaster or extreme peril which will be beyond the services, personnel and equipment and facilities of the City; and WHEREAS, in accordance with Government Code section 8630 and PMC section 4-2.05(a) the City Council must take action to confirm the proclamation within 7 and in accordance with Public Contract Code section 22050 which requires confirmation by 2/3 of Council within 14 days of the emergency action.

NOW, THEREFORE, BE IT RESOLVED that said Proclamation of Existence of Local Emergency, as issued by said City Manager in his capacity as Director of Emergency Services, which is attached hereto as Attachment “A”, is hereby ratified and approved by the City of Pacifica City Council.

BE IT FURTHER RESOLVED that said local emergency is confirmed to exist and shall be deemed to continue to exist until its termination is proclaimed by the City Council of the City of Pacifica.

BE IT FURTHER RESOLVED that during the existence of this local emergency, the powers, functions and duties of the Director of Emergency Services, and the emergency organization of the City of Pacifica shall be those prescribed by state law, by the existing ordinances and resolutions of the City of Pacifica, as well as this resolution and any subsequent emergency orders of the City Council. • • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on the 13th day of April 2020, by the following vote:

AYES, Councilmembers: Martin, Beckmeyer, Vaterlaus, Bier, O’Neill NOES, Councilmembers: None.

ABSENT, Councilmembers: None.

ABSTAIN, Councilmembers: None.

CITY OF PACIFICA
Deirdre Martin, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ ______________________________ Sarah Coffey, City Clerk Michelle Marchetta Kenyon, City Attorney

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Attachment: Attachment 1 - Resolution No. 19-2020 Ratifying Proclamation of Local Emergency at the Anza Pump Station (5331 : Continuance

PROCLAMATION OF LOCAL EMERGENCY
WHEREAS, Section 4-2.01 et seq. of the Pacifica Municipal Code empowers the Director of Emergency Services to proclaim the existence or threatened existence of a local emergency when the City Council is not in session, subject to confirmation by the City Council at the earliest possible time; and
WHEREAS, the City Manager is the Director of Emergency Services of the City of Pacifica; and WHEREAS, on Monday, March 16, 2020, the Department of Public Works received a call regarding a fire at the Anza Pump Station at the Pacifica State Beach; and WHEREAS, after Public Works staff investigated, and determined that the storm drain pumping system was damaged during the fire; and
WHEREAS, the damage to the pump system threatens the safety of persons and property, including critical public infrastructure; and
WHEREAS, such conditions are or are likely to be beyond the handling capabilities of the City’s services, personnel, equipment, and facilities, requiring the use of outside contractors to conduct emergency repair; and
WHEREAS, the City provides this written notification to the San Mateo County and State CalEMA’s Regional and Headquarter offices of a proclamation of local emergency; and WHEREAS, such proclamation shall be subject to confirmation by the Pacifica City Council at the earliest possible time.

NOW, THEREFORE, BE IT PROCLAIMED that, in accordance with State Law and the City of Pacifica Municipal Code, the Director of Emergency Services proclaims the existence of a local emergency for the Anza Pump Station.

DATED: April 8, 2020
By:_____________________________
Kevin Woodhouse
Director of Emergency Services
Attachment 1

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Attachment: Attachment 1 - Resolution No. 19-2020 Ratifying Proclamation of Local Emergency at the Anza Pump Station (5331 : Continuance

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Attachment: Attachment 1 - Resolution No. 19-2020 Ratifying Proclamation of Local Emergency at the Anza Pump Station (5331 : Continuance

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Termination of Local Emergencies related to December 2022/January 2023 Winter Storms and March 2023 Storm Events
RECOMMENDED ACTION:

Move to adopt Resolution Terminating Proclamations of Local Emergencies related to December 2022/January 2023 Winter Storms and March 2023 Storm Events STAFF CONTACT:

Kevin Woodhouse, City Manager
(650) 738-7409
[email protected]
Lisa Petersen, Director of Public Works
(650) 730-4948
[email protected]
BACKGROUND/DISCUSSION:

On January 4, 2023, the City Manager, acting in his capacity as Director of Emergency Services, proclaimed the existence of a local emergency pursuant to PMC 4-2.05(a) and executed the "Proclamation of the Existence of a Local Emergency" related to damage from December 2022/January 2023 winter storms. On January 9, 2023, the City Council adopted Resolution No. 01-2023 to ratify the Proclamation (Attachment A). The City’s Proclamation was sent to San Mateo County Offices of Emergency Services and the California Governor’s Office of Emergency Services (CalOES) and allowed the City to seek state and federal funds relating to the emergency.

On March 23, 2023, the City Manager, acting in his capacity as Director of Emergency Services, proclaimed the existence of a local emergency pursuant to PMC 4-2.05(a) and executed the "Proclamation of the Existence of a Local Emergency" related to damage from March 2023 storms. On March 27, 2023, the City Council adopted Resolution No. 27-2023 to ratify the Proclamation (Attachment B).

The storm event that occurred on December 31, 2022, resulted in dangerous conditions and public safety concerns, and caused damages all around the Bay Area. Like many other Bay Area Cities, Pacifica received 4.6" rain in 24 hours, which resulted in severe flooding, road closures, fallen trees, and sanitary sewer overflow events.

High wind and flood watch warnings also impacted the region from the morning of Wednesday, January 4th through the afternoon of Friday, January 6, 2023. The storm brought extremely high winds and excessive rainfall, landslides, widespread power outages, downed trees and power lines, extensive street flooding and sand and debris on streets, and flooding of creeks and bank erosion. Public Works, Fire, Police Department, and other essential services staff worked 5 Packet Pg. 58
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diligently to prepare for the storm events and through the storm events. In addition, the City issued a press release advising the community and media outlets on extreme weather conditions, preparedness tips, helpful resources, and emergency information.

San Mateo County Board of Supervisors declared a state of emergency on Tuesday, January 3, and activated the County's Emergency Operations Center (EOC) to coordinate resources and communication with local, regional, and state agencies.

San Mateo County Department of Emergency Management is also coordinated a response to post the Preliminary Damage Assessment (PDA) to the State. The Public Works department prepared and submitted the initial PDA forms to the County that was included in the countywide composite damage estimate to the State and submitted damage claims to FEMA by the required FEMA deadline.

Since Council’s ratification of the proclamation of the local emergency, City staff has identified all damage from the storm and is working to repair the damage. The situation resulting from the emergency conditions of extreme peril is now deemed to be within the control of the normal protective services, personnel, equipment, and facilities of and within Pacifica. The City Manager, as Director of Emergency Services, and staff now recommend the City Council approve the termination of the local emergency for the December 2022/January 2023 Winter Storms.

Additionally, the March 2023 storm events caused damage in Pacifica. Although no state or federal declaration of emergency was declared for the March storm events in San Mateo County, the City Manager proclaimed the existence of a local emergency to make available state and federal funding to cover damages, had these declarations been made. The situation resulting from these emergency conditions of extreme peril is now deemed to be within the control of the normal protective services, personnel, equipment, and facilities of and within Pacifica. The City Manager, as the Director of Emergency Services, and staff now recommend the City Council approve the termination of the local emergency for the March 2023 Storm Events.

ALTERNATIVE ACTION:

Council may choose to not approve the termination of local emergencies; however, such action may prolong an unnecessary declaration of an emergency to the public. Staff does not recommend this alternate action.

FISCAL IMPACT:

The fiscal impacts associated with the emergencies declared are covered under the City’s Disaster Accounting Fund. Staff will request reimbursements for the costs through FEMA for the December/January 2023 storm events.

ORIGINATED BY:

Public Works
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ATTACHMENT LIST:

Attachment A - Resolution No. 01-2023 (PDF)
Attachment B - Resolution No. 27-2023 (PDF)
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RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA

TERMINATING PROCLAMATIONS OF LOCAL EMERGENCY RELATED TO THE DECEMBER 2022/JANUARY 2023 and MARCH 2023 STORM EVENTS
______________________________________________________
WHEREAS, Government Code section 8630 and section 4-2.01 et seq. of the Pacifica Municipal Code empower the Director of Emergency Services to proclaim the existence or threatened existence of a local emergency when the City Council is not in session, subject to confirmation by the City Council at the earliest possible time; and WHEREAS, the City Manager is the Director of Emergency Services of the City of Pacifica; and
WHEREAS, the storm event that occurred on December 31, 2022, resulted in dangerous conditions and public safety concerns and caused damages all around the Bay Area. Like many other Bay Area Cities, Pacifica received 4.6" rain in 24 hours, which resulted in severe flooding, road closures, fallen trees, and sanitary sewer overflow events; and
WHEREAS, high wind and flood watch warnings also impacted the region from the morning of Wednesday, January 4 through the afternoon of Friday, January 6, 2023. The storm brought extremely high winds and excessive rainfall, landslides, widespread power outages, downed trees and power lines, extensive street flooding and sand and debris on streets, and flooding of creeks; and
WHEREAS, these events have caused damage throughout the City of Pacifica that require repair; and
WHEREAS, such conditions were beyond the handling capability of the City’s services, personnel, equipment, and facilities, requiring the use of outside contractors to conduct emergency repair on a time and materials basis; and WHEREAS, the City was also hit with severe storms in March of 2023, although no state or federal declaration of emergency was declared for the March storm events in San Mateo County; and
WHEREAS, on January 4, 2023, the City Manager, acting in his capacity as Director of Emergency Services, proclaimed the existence of a local emergency pursuant to PMC 4-

2.05(a) and executed the "Proclamation of the Existence of a Local Emergency" and the City Council ratified the Proclamation on January 9, 2023 via Resolution No. 01-2023; and 5 Packet Pg. 61
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WHEREAS, on March 23, 2023, the City Manager, acting in his capacity as Director of Emergency Services, proclaimed the existence of a local emergency pursuant to PMC 4-

2.05(a) and executed the "Proclamation of the Existence of a Local Emergency" and the City Council ratified the Proclamation on March 27, 2023 via Resolution No. 27-2023; and WHEREAS, pursuant to Government Code section 8630, the situation resulting from said conditions of extreme peril is now deemed to be within the control of the normal protective services, personnel, equipment, and facilities of and within Pacifica; and WHEREAS, the City Manager, as Director of Emergency Services, and staff recommend that the City Council terminate the Proclamations of Local Emergency.

NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Pacifica hereby declares that the Proclamations of Local Emergency related to the December 2022/January 2023 and March 2023 storms hereby terminated. • • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on the 8th day of May 2023, by the following vote:

AYES, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:

Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 5 Packet Pg. 62

ATTACHMENT A

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Attachment: Attachment A - Resolution No. 01-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

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Attachment: Attachment A - Resolution No. 01-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

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Attachment: Attachment A - Resolution No. 01-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

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Attachment: Attachment A - Resolution No. 01-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

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Attachment: Attachment A - Resolution No. 01-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

ATTACHMENT B

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Attachment: Attachment B - Resolution No. 27-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

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Attachment: Attachment B - Resolution No. 27-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

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Attachment: Attachment B - Resolution No. 27-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

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Attachment: Attachment B - Resolution No. 27-2023 [Revision 1] (5338 : Resolution - Termination of Local Emergencies for 2023 Storm Events)

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Resolution authorizing the Filing of an Application for One Bay Area Grant 2 (OBAG 2) Funding for the Sharp Park Priority Development Area Pedestrian Improvement Project.

RECOMMENDED ACTION:

Adopt the Resolution entitled “A Resolution of the City Council of the City of Pacifica Authorizing the filing of an application for funding assigned to MTC and committing any necessary matching funds and stating assurance to complete the Sharp Park Priority Development Area Pedestrian Improvement Project.”
STAFF CONTACT:

Raymund Donguines, P.E., Senior Civil Engineer
(650) 738-3768
[email protected]
Roland Yip, P.E., DPW Deputy Director
(650) 738-3771
[email protected]
Lisa Petersen, P.E., DPW Director
(650) 738-3770
[email protected]
BACKGROUND/DISCUSSION:

The Sharp Park Priority Development Area (PDA) Pedestrian Improvement Project will close sidewalk gaps, improve sidewalk to current ADA standards, install new ADA compliant driveways and corner curb ramps, install curb and gutter to improve storm water management, remove and replace failed pavement, install Bicycle Boulevard (Paloma) and pedestrian crossing striping, and resurface roads with slurry seal along Paloma Avenue, Carmel Avenue and Santa Maria Avenue from Francisco Boulevard to Beach Boulevard. The new driveways and sidewalks will provide an ADA compliant path of travel in the project area and provide a vital link for pedestrians and bicyclists from the eastern residential neighborhood of Pacifica to the Sharp Park district, Palmetto business area, Pacifica Civic Center, two schools, the Sharp Park Library, and the popular Sharp Park Beach and Pacifica Pier. Furthermore, the pavement improvements will aid bicyclists and pedestrians by remove tripping hazards while also installing up to date and improved pavement striping for a safer overall experience.

In spring of 2022, the City/County Association of Governments of San Mateo (C/CAG) approved the guidelines and process for the Metropolitan Transportation Commission One Bay Area Grant (OBAG) 3 County & Local Program. As part of the OBAG 3 process, C/CAG Board recently authorized $900,000 in Measure M funds to fund Safe Routes to School (SRTS) eligible 6 Packet Pg. 72
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projects towards this project, following the City’s OBAG 3 grant submittal. At the April 10, 2023 Council meeting, the City Council adopted a resolution approving the funding agreement with C/CAG related to this Measure M grant.

Additional funds needed for the project were recently approved by the C/CAG Board and will come from reallocated OBAG 2 funds and Transportation Fund for Clean Air (TFCA) funding.

The total additional funding allocation from these sources will be approximately $1.35M. To make the $1M in OBAG 2 funds available to the project, the Metropolitan Transportation Commission (MTC) requires that project sponsor adopt and submit a resolution of local support through its respective congestion management agency. The attached resolution is in the strict format provided by MTC.

The City Manager recommends adopting the resolution and authorizing the filing of an application for funding assigned to MTC.

ALTERNATIVE ACTION:

Alternative Action would be to not adopt the resolution which would exclude the City from receiving the grant funding. Staff does not support this alternative action.

RELATION TO CITY COUNCIL GOALS AND WORK PLAN:
• Stewardship of City Infrastructure: includes repairing/replacing outdated city facilities such as city hall, the libraries, fire stations, etc., improving streets, and responding to impacts of sea level rise. Adopting the resolution will make the funds available for the Sharp Park Priority Development Area Pedestrian Improvement Project.

FISCAL IMPACT:

None at this time. However, this action commits the City to provide matching funds of 11.47%.

Sufficient funds exist from Measure M funds related to this project to meet the required match.

ORIGINATED BY:

Public Works
ATTACHMENT LIST:
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RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA AUTHORIZING THE

FILING OF AN APPLICATION FOR FUNDING ASSIGNED TO MTC AND

COMMITTING ANY NECESSARY MATCHING FUNDS AND STATING ASSURANCE TO

COMPLETE THE SHARP PARK PRIORITY DEVELOPMENT AREA PEDESTRIAN

IMPROVEMENT PROJECT
WHEREAS, the City of Pacifica (herein referred to as APPLICANT) is submitting an application to the Metropolitan Transportation Commission (MTC) for $1,000,000 in funding assigned to MTC for programming discretion, which includes federal funding administered by the Federal Highway Administration (FHWA) and federal or state funding administered by the California Transportation Commission (CTC) such as Surface Transportation Block Grant Program (STP) funding, Congestion Mitigation and Air Quality Improvement Program (CMAQ) funding, Transportation Alternatives (TA) set-aside/Active Transportation Program (ATP) funding, and Regional Transportation Improvement Program (RTIP) funding (herein collectively referred to as REGIONAL DISCRETIONARY FUNDING) for the Sharp Park Priority Development Area Pedestrian Improvement Project (herein referred to as PROJECT) for the One Bay Area Grant 2 (OBAG 2) Bicycle Pedestrian Improvement Program (BPIP) (herein referred to as PROGRAM); and
WHEREAS, the United States Congress from time to time enacts and amends legislation to provide funding for various transportation needs and programs, (collectively, the FEDERAL TRANSPORTATION ACT) including, but not limited to the Surface Transportation Block Grant Program (STP) (23 U.S.C. § 133), the Congestion Mitigation and Air Quality Improvement Program (CMAQ) (23 U.S.C. § 149) and the Transportation Alternatives (TA) setaside (23 U.S.C. § 133); and WHEREAS, state statutes, including California Streets and Highways Code §182.6, §182.7, and §2381(a)(1), and California Government Code §14527, provide various funding programs for the programming discretion of the Metropolitan Planning Organization (MPO) and the Regional Transportation Planning Agency (RTPA); and WHEREAS, pursuant to the FEDERAL TRANSPORTATION ACT, and any regulations promulgated thereunder, eligible project sponsors wishing to receive federal or state funds for a regionally-significant project shall submit an application first with the appropriate MPO, or RTPA, as applicable, for review and inclusion in the federal Transportation Improvement Program (TIP); and
WHEREAS, MTC is the MPO and RTPA for the nine counties of the San Francisco Bay region; and
WHEREAS, MTC has adopted a Regional Project Funding Delivery Policy (MTC Resolution No. 3606, revised) that sets out procedures governing the application and use of REGIONAL DISCRETIONARY FUNDING; and
WHEREAS, APPLICANT is an eligible sponsor for REGIONAL DISCRETIONARY 6 Packet Pg. 74
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FUNDING; and
WHEREAS, as part of the application for REGIONAL DISCRETIONARY FUNDING, MTC requires a resolution adopted by the responsible implementing agency stating the following:
• the commitment of any required matching funds; and
• that the sponsor understands that the REGIONAL DISCRETIONARY FUNDING is fixed at the programmed amount, and therefore any cost increase cannot be expected to be funded with additional REGIONAL DISCRETIONARY FUNDING; and • that the PROJECT will comply with the procedures, delivery milestones and funding deadlines specified in the Regional Project Funding Delivery Policy (MTC Resolution No. 3606, revised); and
• the assurance of the sponsor to complete the PROJECT as described in the application, subject to environmental clearance, and if approved, as included in MTC's federal Transportation Improvement Program (TIP); and • that the PROJECT will have adequate staffing resources to deliver and complete the PROJECT within the schedule submitted with the project application; and • that the PROJECT will comply with all project-specific requirements as set forth in the PROGRAM; and
• that APPLICANT has assigned, and will maintain a single point of contact for all FHWA- and CTC-funded transportation projects to coordinate within the agency and with the respective Congestion Management Agency (CMA), MTC, Caltrans, FHWA, and CTC on all communications, inquires or issues that may arise during the federal programming and delivery process for all FHWA- and CTC-funded transportation and transit projects implemented by APPLICANT; and
• in the case of a transit project, the PROJECT will comply with MTC Resolution No. 3866, revised, which sets forth the requirements of MTC’s Transit Coordination Implementation Plan to more efficiently deliver transit projects in the region; and • in the case of a highway project, the PROJECT will comply with MTC Resolution No. 4104, which sets forth MTC’s Traffic Operations System (TOS) Policy to install and activate TOS elements on new major freeway projects; and • in the case of an RTIP project, state law requires PROJECT be included in a local congestion management plan, or be consistent with the capital improvement program adopted pursuant to MTC’s funding agreement with the countywide transportation agency; and
WHEREAS, that APPLICANT is authorized to submit an application for REGIONAL DISCRETIONARY FUNDING for the PROJECT; and
WHEREAS, there is no legal impediment to APPLICANT making applications for the funds; and
WHEREAS, there is no pending or threatened litigation that might in any way adversely affect the proposed PROJECT, or the ability of APPLICANT to deliver such PROJECT; and WHEREAS, APPLICANT authorizes its Executive Director, General Manager, City Manager or designee to execute and file an application with MTC for REGIONAL DISCRETIONARY FUNDING for the PROJECT as referenced in this resolution; and WHEREAS, MTC requires that a copy of this resolution be transmitted to the MTC in 6 Packet Pg. 75
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conjunction with the filing of the application.

NOW, THEREFORE, BE IT RESOLVED that the APPLICANT is authorized to execute and file an application for funding for the PROJECT for REGIONAL DISCRETIONARY FUNDING under the FEDERAL TRANSPORTATION ACT or continued funding; and be it further
RESOLVED that APPLICANT will provide any required matching funds; and be it further RESOLVED that APPLICANT understands that the REGIONAL DISCRETIONARY FUNDING for the project is fixed at the MTC approved programmed amount, and that any cost increases must be funded by the APPLICANT from other funds, and that APPLICANT does not expect any cost increases to be funded with additional REGIONAL DISCRETIONARY FUNDING; and be it further
RESOLVED that APPLICANT understands the funding deadlines associated with these funds and will comply with the provisions and requirements of the Regional Project Funding Delivery Policy (MTC Resolution No. 3606, revised) and APPLICANT has, and will retain the expertise, knowledge and resources necessary to deliver federally-funded transportation and transit projects, and has assigned, and will maintain a single point of contact for all FHWA- and CTC-funded transportation projects to coordinate within the agency and with the respective Congestion Management Agency (CMA), MTC, Caltrans, FHWA, and CTC on all communications, inquires or issues that may arise during the federal programming and delivery process for all FHWA- and CTC-funded transportation and transit projects implemented by APPLICANT; and be it further
RESOLVED that PROJECT will be implemented as described in the complete application and in this resolution, subject to environmental clearance, and, if approved, for the amount approved by MTC and programmed in the federal TIP; and be it further RESOLVED that APPLICANT has reviewed the PROJECT and has adequate staffing resources to deliver and complete the PROJECT within the schedule submitted with the project application; and be it further
RESOLVED that PROJECT will comply with the requirements as set forth in MTC programming guidelines and project selection procedures for the PROGRAM; and be it further RESOLVED that, in the case of a transit project, APPLICANT agrees to comply with the requirements of MTC’s Transit Coordination Implementation Plan as set forth in MTC Resolution No. 3866, revised; and be it further
RESOLVED that, in the case of a highway project, APPLICANT agrees to comply with the requirements of MTC’s Traffic Operations System (TOS) Policy as set forth in MTC Resolution No. 4104; and be it further
RESOLVED that, in the case of an RTIP project, PROJECT is included in a local congestion management plan, or is consistent with the capital improvement program adopted pursuant to MTC’s funding agreement with the countywide transportation agency; and be it further
RESOLVED that APPLICANT is an eligible sponsor of REGIONAL DISCRETIONARY FUNDING funded projects; and be it further
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RESOLVED that APPLICANT is authorized to submit an application for REGIONAL DISCRETIONARY FUNDING for the PROJECT; and be it further RESOLVED that there is no legal impediment to APPLICANT making applications for the funds; and be it further
RESOLVED that there is no pending or threatened litigation that might in any way adversely affect the proposed PROJECT, or the ability of APPLICANT to deliver such PROJECT; and be it further
RESOLVED that APPLICANT authorizes its Executive Director, General Manager, City Manager, or designee to execute and file an application with MTC for REGIONAL DISCRETIONARY FUNDING for the PROJECT as referenced in this resolution; and be it further
RESOLVED that a copy of this resolution will be transmitted to the MTC in conjunction with the filing of the application; and be it further
RESOLVED that the MTC is requested to support the application for the PROJECT described in the resolution, and if approved, to include the PROJECT in MTC's federal TIP upon submittal by the project sponsor for TIP programming.
• • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on the 8
th day of May 2023, by the following vote:

AYES, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:
_________________________________
Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 6 Packet Pg. 77

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Resolution of the City Council of the City of Pacifica Adopting a list of projects for Fiscal Year 2023-24 funded by SB 1: Road Repair and Accountability Act of 2017 RECOMMENDED ACTION:

Adopt the Resolution of the City Council of the City of Pacifica Adopting a list of projects for Fiscal Year 2023-24 funded by SB 1: Road Repair and Accountability Act of 2017 STAFF CONTACT:

Raymund Donguines, P.E., Senior Civil Engineer
(650) 738-3768
[email protected]
Roland Yip, P.E., DPW Deputy Director/City Engineer
(650) 738-3771
[email protected]
Lisa Petersen, P.E., DPW Director
(650) 738-3770
[email protected]
BACKGROUND/DISCUSSION:

On April 28, 2017, the Governor signed Senate Bill (SB) 1 (Beall, Chapter 5, Statutes of 2017).

To address basic road maintenance, rehabilitation and critical safety needs on both the state highway and local streets and road system, SB 1 increases per gallon fuel excise taxes, increases diesel fuel sales taxes and vehicle registration fees, and provides for inflationary adjustments to tax rates in future years.

The State Controller (Controller) deposits various portions of this new funding into the newly created Road Maintenance and Rehabilitation Account (RMRA). A percentage of this new Road Maintenance and Rehabilitation Account funding will be apportioned by formula to eligible cities and counties pursuant to Streets and Highways Code Section 2032(h) for basic road maintenance, rehabilitation, and critical safety projects on the local streets and roads system.

SB 1 emphasizes the importance of accountability and transparency in the delivery of California’s transportation programs. Therefore, to be eligible for Road Maintenance and Rehabilitation Account funding, statute requires cities and counties to annually provide basic project reporting to the Commission for projects anticipated for and funded through the Road Maintenance and Rehabilitation Account. The City will receive approximately $956,228 for street rehabilitation for FY 2023-24.

The Streets and Highways Code requires that prior to receiving an apportionment of RMRA funds from the Controller in a fiscal year, all eligible cities or counties shall submit to the California Transportation Commission (Commission) a list of projects proposed to be funded 7 Packet Pg. 78
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with these funds pursuant to an adopted resolution by the applicable City Council or County Board of Supervisors at a regular public meeting. The attached resolution is in the strict format provided by the Commission and includes a list of all streets that are eligible for SB1 funding.

These streets are part of the City’s 5-Year Street Maintenance program for FY 2023-24.

This year, the City Manager recommends the following project for SB1 funding for Fiscal Year 2023-24:

• FY 2023-24 Pavement Resurfacing Project. The project will follow the City’s approved 5- year street maintenance program and resurface approximately 7.72 miles (28 street sections) of City pavement and includes asphalt overlay, cape seal, double slurry seal, slurry seal, microsurfacing, base repair, pavement striping and markings and other miscellaneous related work.

ALTERNATIVE ACTION:

If the Council chooses not to adopt the Resolution, it will result in the City not meeting statutory requirements for the SB1 Funds. Therefore, staff does not recommend this alternative action.

RELATION TO CITY COUNCIL GOALS AND WORK PLAN:
• Fiscal Sustainability: includes investing in economic development to increase revenues, funding a reserve/emergency fund, and being well prepared for grant opportunities.

Adopting the resolution and approving the Proposed Project List meets statutory requirements that will allow the City to receive SB1 Funds. • Stewardship of City Infrastructure: includes repairing/replacing outdated city facilities such as city hall, the libraries, fire stations, etc., improving streets, and responding to impacts of sea level rise. Adopting the resolution and approving the Proposed Project List meets statutory requirements that will allow the City to receive SB1 Funds and repair City infrastructure.

FISCAL IMPACT:

There is no Fiscal Impact associated with the Adoption the Resolution. Separate Council action is required for appropriation of funds for each of the projects listed.

ORIGINATED BY:

Public Works
ATTACHMENT LIST:
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RESOLUTION NO. _________
A RESOLUTION ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2023-24 FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 ______________________________________________________
WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and
WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of the City of Pacifica are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and WHEREAS, the City of Pacifica must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and
WHEREAS, the City of Pacifica, will receive an estimated $956,228 in RMRA funding in Fiscal Year 2023-24 from SB 1; and
WHEREAS, this is the seventh year in which the City of Pacifica is receiving SB 1 funding and will enable the City of Pacifica to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and
WHEREAS, the City of Pacifica has undergone a robust public process to ensure public input into our community’s transportation priorities/the project list; and WHEREAS, the City of Pacifica used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the communities priorities for transportation investment; and WHEREAS, the funding from SB 1 will help the City of Pacifica maintain and rehabilitate several streets/roads throughout the City of Pacifica this year and other similar projects into the future; and
WHEREAS, the 2021 California Statewide Local Streets and Roads Needs Assessment found that the City of Pacifica streets and roads are in an “poor” condition and this revenue will help us increase the overall quality of our road system and over the next decade will bring our streets and roads into a “at risk” condition; and
WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co-benefits statewide.
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NOW, THEREFORE IT IS HEREBY RESOLVED, ORDERED AND FOUND by the City Council of the City of Pacifica, State of California, as follows:

1. The foregoing recitals are true and correct.

2. The following list of newly proposed projects will be funded in-part or solely with Fiscal Year 2023-24 Road Maintenance and Rehabilitation Account revenues:

Project Title: FY 2023-24 Pavement Resurfacing Project
Project Description: The project will resurface approximately 7.72 miles (28 street sections) of City pavement and includes
asphalt overlay, cape seal, double slurry seal,
slurry seal, microsurfacing, base repair, pavement
striping and markings and other miscellaneous
related work.

Project Location: Various Streets and Roads, See attached list.

Estimated Project Schedule: July 2023 – December 2023
Estimated Project Useful Life: 5 to 20 Years
• • • • •
PASSED AND ADOPTED by the City Council of the City of Pacifica, State of California this 8th day of May, 2023, by the following vote:

AYES, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:

CITY OF PACIFICA
Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 7 Packet Pg. 81
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FY 2023-24 Pavement Resurfacing Project
Street Name From To Field Treatment

MANOR DRIVE LOCKHAVEN RD SKYLINE BLVD MILL & THICK OL W/ BASE REPAIR MONTEREY ROAD HICKEY BLVD 600 FT S/O HICKEY BLVD MILL & THICK OL W/ BASE REPAIR

CONCHITA COURT EDGEMAR AVENUE CUL DE SAC CAPE SEAL W/ BASE REPAIR

CRAGMONT COURT MANOR DR DEAD END CAPE SEAL W/ BASE REPAIR

DEL MAR AVENUE AVALON DR NELSON AVENUE CAPE SEAL W/ BASE REPAIR

FREMONT AVENUE AVALON DR NELSON AVENUE CAPE SEAL W/ BASE REPAIR

GLASGOW DRIVE GLENCOURT WAY HEATHCLIFF DR CAPE SEAL W/ BASE REPAIR

GLENCOURT WAY INVERNESS DR SKYLINE BLVD CAPE SEAL W/ BASE REPAIR

HACIENDA COURT MILLER AVENUE DEAD END CAPE SEAL W/ BASE REPAIR

HEATHCLIFF DRIVE INVERNESS DR KAVANAUGH WAY CAPE SEAL W/ BASE REPAIR

HEATHCLIFF DRIVE MANOR DR INVERNESS DR CAPE SEAL W/ BASE REPAIR

HIBBERT COURT NELSON AVENUE CUL DE SAC CAPE SEAL W/ BASE REPAIR

INVERNESS DRIVE MANOR DR HEATHCLIFF DR CAPE SEAL W/ BASE REPAIR

JOHNSON AVENUE AVALON DR NELSON AVENUE CAPE SEAL W/ BASE REPAIR

LORRY LANE HEATHCLIFF DR CUL DE SAC CAPE SEAL W/ BASE REPAIR

MANOR DRIVE MONTEREY RD LOCKHAVENUEN RD CAPE SEAL W/ BASE REPAIR

MILAGRA DRIVE OCEANA BLVD CUL DE SAC CAPE SEAL W/ BASE REPAIR

MILLER AVENUE MILAGRA DR MANOR DR CAPE SEAL W/ BASE REPAIR MONTEREY ROAD 600' S/O HICKEY BLVD MANOR DR CAPE SEAL W/ BASE REPAIR

NELSON AVENUE WEST END PERRY AVENUE CAPE SEAL W/ BASE REPAIR NORFOLK DRIVE 100 FT N/O NELSON AVENUE. LEWIS LANE CAPE SEAL W/ BASE REPAIR

PERRY AVENUE AVALON DR NELSON AVENUE CAPE SEAL W/ BASE REPAIR

VISTA MAR AVENUE AVALON DR NELSON AVENUE CAPE SEAL W/ BASE REPAIR

ARROYO DRIVE EDGEMAR AVENUE CUL DE SAC SLURRY SEAL

AVALON DRIVE OCEANA BLVD MILLER AVENUE SLURRY SEAL

EDGEMAR AVENUE MANOR DR MILAGRA DR SLURRY SEAL

LEWIS LANE MANOR DR CUL DE SAC SLURRY SEAL

MANOR DRIVE EDGEMAR DR MONTEREY RD SLURRY SEAL

NELSON AVENUE PERRY AVENUE NORFOLK DR SLURRY SEAL
7 Packet Pg. 82

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Consideration of financing and other related actions relating to the Lower Linda Mar Sewer System Rehabilitation And Repair Project and the Ultraviolet Disinfection Replacement Project (“Projects”) as part of the Wastewater Capital Improvement Plan RECOMMENDED ACTION:

Move to adopt a Resolution of the City Council to approve the receipt of funds from IBank, in the maximum principal amount of $21,000,000, to finance wastewater system improvements Projects, secured by a pledge of a lien on net revenues of the wastewater system and authorizing the engagement of Jones Hall, a professional law corporation to serve as bond counsel, and authorizing the execution and delivery of a related installment sale agreement and approving related matters and official actions; approval of financing is not a "project" subject to review under CEQA.

STAFF CONTACT:

Nelson Schlater, Engineering Manager - Wastewater
(650) 738-3767
[email protected]
Lisa Petersen, Director of Public Works
(650) 738-3767
[email protected]
Yulia Carter, Assistant City Manager
(650) 501-6004
[email protected]
BACKGROUND:

The purpose of this report is to request the Council to adopt a resolution to authorize the City Manager to execute an agreement to receive funds from IBank, not to exceed $21,000,000, to finance the Lower Linda Mar Sewer System Rehabilitation And Repair Project and the Ultraviolet Disinfection Replacement Project. These projects were factored into the recently completed Sewer Rate study and included in the Wastewater Capital Improvement Program as approved by the City Council on June 27, 2022, as part of the budget.

IBank approved the City’s application on January 25, 2023 for $21 million at 4.36%. Staff is requesting that the Council authorize the City Manager to execute the agreement with IBank.

DISCUSSION
At the May 9, 2022 City Council Meeting, Council adopted a resolution approving New Wastewater Service Charges (Rates) to finance the upcoming 5-year Wastewater Capital Improvement Program (CIP). As documented in the Sewer Rate Study conducted by Bartle 8 Packet Pg. 83
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Wells Associates and discussed with Council during the rate adoption, proposed borrowing for the 5-year CIP included financing of approximately $31.5M in FY 22-23.

Staff worked with Luhdorff & Scalmanini Consulting Engineers (LSCE), sewer infrastructure financing experts, on developing the best funding strategies to finance these upcoming Projects needed for both the Collections System and the Plant during the 5-year rate increase period.

The consultant has evaluated the funding agreement closure time, securing the best overall interest rates and payback periods. Based on work with LSCE, staff recommended proceeding with borrowing $21 million from IBank in FY 22-23 and borrowing the remaining amount needed for the 5-year CIP funding period in FY 23-24 from the Environmental Protection Agency Water Infrastructure and Innovation Act Program (WIFIA). WIFIA related funding will be addressed in a future Staff Report.

IBank was created in 1994 by the State of California to finance public infrastructure and private development and is operated out of the Governor's Office of Business and Economic Development.

Funding from IBank has proven to provide a quick and cost-effective method of financing the necessary infrastructure funding requirements and will allow the City to quickly start on the needed Wastewater repair and replacement work. WIFIA financing is expected to provide lowinterest rates and repayment flexibility. However, WIFIA financing is also time-consuming (18 to 24 months) to apply for and secure. Using IBank for the first funding tranche allows for an expedited start to complete the necessary capital repair/replacement work.

At the August 8, 2022 Council Meeting, staff recommended the City Council direct staff to submit an application with IBank for the first needed $21 million of funding. The City submitted the application. On January 25, 2023, IBank’s Board approved the City’s application and locked in the inclusive rate of 4.36%. Furthermore, IBank stated that the agreement (Installment Sale Agreement) is required to close by May 26, 2023 in order to secure that above stated interest rate.

If the City Council approves the proposed financing and execution of the Installment Sale Agreement (See Attachment 2), the City will be agreeing to make semi-annual installment payments over the next 30 years at an all-in interest rate of 4.36%, which includes IBank’s annual fee of 0.3%. The payments will be secured by the Wastewater enterprises fund net revenue. IBank requires the Wastewater enterprise fund to maintain a debt service coverage ratio of 125%. Taking the maximum annual debt service payments over the next 30 years for all existing debt and the new IBank debt, divided by the most current net revenue (Fiscal year end June 30, 2022 audit), the Wastewater Fund’s coverage ratio is 158%, which is well over the 125% requirement.

Staff also recommends that Council also approve the engagement of Jones Hall, A Professional Law Corporation, to serve as bond counsel to the City in connection with the execution and delivery of the Installment Sale Agreement and the financing of the Projects (See Attachment 3).

The compensation to Bond Counsel is contingent upon the successful execution and delivery of the Installment Sale Agreement and the financing of the Projects.

The City Manager recommends the Council adopt a Resolution approving this financing with IBank.

ALTERNATIVE ACTION:

The Council may choose not to adopt the Resolution approving the application. However, this would delay securing a loan for the Wastewater Division repair/replacement work, possibly 8 Packet Pg. 84
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resulting in higher interest rates and delays in addressing the critical repair/replacement needs.

RELATION TO CITY COUNCIL GOALS AND WORK PLAN:

Adoption of the Resolution is consistent the these adopted City Goals:
· Stewardship of City Infrastructure and Maintaining a Safe Community: Adoption of the Resolution is the first step to ensuring sufficient funding to begin implementing the 5-year Wastewater CIP.
· Fiscal Sustainability: The adoption of the Resolution will allow for securing the lowest interest rate possible from iBank, as interest rates continue to rise.

CEQA:

Approval of the proposed Resolution relating to financing is not subject to review under the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21000, et seq. and the CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et. seq.), including without limitation, Public Resources Code section 21065 and California Code of Regulations 15378 as approval of financing is not a “project” that may cause a direct, or reasonably foreseeable indirect, physical change in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

The Projects have been determined to be categorically exempt per Class 1 and Class 2, Section 15301 and 15302. Notices of Exemption (Receipt Number 41-08312022-001 and -002) for both Projects were filed with San Mateo County on August 31, 2022.

FISCAL IMPACT:

Adoption of this Resolution will commit the City Wastewater enterprise fund to an average annual finance payment of $1,244,673 over the next 30 years which was factored into the recently completed Sewer Rate study and included in the Wastewater Capital Improvement Program as approved by the City Council on June 27, 2022, as part of the budget.

ORIGINATED BY:

Public Works - Wastewater Division
ATTACHMENT LIST:

Attachment 1_ISA final (PDF)
Attachment 2_ Legal Services Agmt with Jones Hall Pacifica IBank Loan (PDF) Attachment 3_ IBank Payment Schedule (PDF)
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RESOLUTION NO._______ -2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA

APPROVING THE RECEIPT OF FUNDS FROM THE CALIFORNIA

INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK IN THE
MAXIMUM PRINCIPAL AMOUNT OF $21,000,000 TO FINANCE

WASTEWATER SYSTEM IMPROVEMENTS, SECURED BY A PLEDGE OF A

LIEN ON NET REVENUES OF THE WASTEWATER SYSTEM AND,

AUTHORIZING THE ENGAGEMENT OF JONES HALL, A PROFESSIONAL

LAW CORPORATION, TO SERVE AS BOND COUNSEL AND AUTHORIZING

THE EXECUTION AND DELIVERY OF A RELATED INSTALLMENT SALE

AGREEMENT AND APPROVING RELATED MATTERS AND OFFICIAL

ACTIONS
WHEREAS, the City of Pacifica (the “City”) owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”), and the City is proceeding to acquire and construct additional improvements to the Wastewater System consisting generally of the rehabilitation and replacement of the Lower Linda Mar wastewater collection systems and the replacement of an Ultraviolet Disinfection System (the “Projects”); and
WHEREAS, in order to provide financing for the Projects, the City has proposed to enter into an Installment Sale Agreement (the “Installment Sale Agreement”) with the California Infrastructure And Economic Development Bank (the “Infrastructure Bank”), under which the Infrastructure Bank will agree to provide financing in the amount of not to exceed $21 million the proceeds of which will be applied to acquire and construct the Projects, and under which the Infrastructure Bank will agree to sell the completed Projects to the City in exchange for periodic installment payments as the purchase price of the completed Projects (the “Installment Payments”); and
WHEREAS, the Installment Payments will be payable from and secured by a pledge and lien on the net revenues received by the City from the Wastewater System, on a parity with the obligations of the City under an Installment Sale Agreement dated August 27, 2012, between the City and the City of Pacifica Financing Authority (the "Authority"), the City of Pacifica 2014 Wastewater Revenue Refunding Bonds and the obligations of the City under an Installment Sale Agreement dated as of June 1, 2017, between the Authority and the City (collectively, the “Prior Wastewater System Obligations”); and
WHEREAS, in accordance with Government Code Section 5852.1, the City has obtained and wishes to disclose certain financial information relating to the execution and delivery of the Installment Sale Agreement as set forth in Appendix A hereto; and WHEREAS, the execution and delivery of the Installment Sale Agreement will be in compliance with the Debt Issuance and Management Policy which has been adopted by the City; and
WHEREAS, the City Council wishes at this time to approve and authorize the execution and delivery of the Installment Sale Agreement and all related agreements and official actions, 8 Packet Pg. 86
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for the purpose of providing funds to finance the cost of the Projects in furtherance of the public purposes of the City.

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

Section 1. Recitals. The City Council hereby finds and determines that the foregoing recitals are true and correct.

Section 2. Approval of Financing. The City Council hereby approves the receipt of funds from the Infrastructure Bank in the maximum principal amount of $21 million for the purpose of providing financing for the Projects. Such financing shall be accomplished pursuant to the Installment Sale Agreement which is approved pursuant to Section 3.

Section 3. Approval of Installment Sale Agreement. The City Council hereby approves the Installment Sale Agreement between the City and the Infrastructure Bank, in substantially the form on file with the City Clerk together with any minor changes therein or additions thereto deemed advisable by the City Manager, the Finance Director and/or the City Attorney, or the written designee of any of them (each, a “City Representative”), whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. A City Representative is hereby authorized and directed for and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of the Installment Sale Agreement.

Section 4. Pledge of Net Revenues of Wastewater System. As provided in the Installment Sale Agreement, the City shall be obligated to pay the Installment Payments which are due thereunder from the net revenues of the Wastewater System. The Installment Payments shall be secured by a pledge of and lien on the net revenues of the Wastewater System on a parity with the Prior Wastewater System Obligations. A City Representative is hereby authorized and directed to execute and deliver to the Infrastructure Bank all certifications and other documents as may be required to evidence such pledge of and lien on the net revenues of the Wastewater System.

Section 5. Engagement of Bond Counsel. The City Council hereby approves the engagement of Jones Hall, A Professional Law Corporation, to serve as bond counsel to the City in connection with the execution and delivery of the Installment Sale Agreement and the financing of the Projects as described in this Resolution. Said firm shall be engaged pursuant to the agreement with the City in the form on file with the City Clerk, which a City Representative is hereby authorized and directed to execute on behalf of the City. As provided in said agreement, compensation to Bond Counsel shall be contingent upon the successful execution and delivery of the Installment Sale Agreement and the financing of the Projects.

Section 6. Official Actions. The City Representatives are hereby authorized and directed, for and on behalf of the City, to do any and all things and take any and all actions and execute any and all certificates, agreements, and other documents, and to take any and all other actions, in furtherance of and consistent with the transactions contemplated by this Resolution. All actions previously taken by the City with respect to the transactions contemplated by this Resolution are hereby approved, confirmed and ratified.

Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
• • • • •
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PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on the 8th day of May, 2023, by the following vote:

AYES, Councilmembers:

NOES, Councilmembers:

ABSENT, Councilmembers:

ABSTAIN, Councilmembers:

Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 8 Packet Pg. 88
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May 08, 2023

EXHIBIT A

REQUIRED DISCLOSURES PURSUANT TO
GOVERNMENT CODE SECTION 5852.1

1. True Interest Cost of the Installment Payments (Estimated): 4.36%.

2. Finance charge of the Installment Sale Agreement and the Credit Agreement, being the sum of all fees and charges paid to third parties, in the amount of approximately $50,000.

3. Proceeds of the Installment Sale Agreement and the Credit Agreement expected to be received by the City, net of proceeds for finance charges in (2) above (Estimated): $20,950,000.

No portion of such proceeds will be applied to pay capitalized interest on the Installment Payments or to establish a reserve fund for the Installment Payments.

4. Total Installment Payments to be paid to final maturity (Estimated): $37,340,191. *All amounts and percentages are estimates, and are made in good faith by the City based on information available as of the date of adoption of this Resolution.

Estimates include certain assumptions regarding the final terms and provisions of the Installment Sale Agreement.
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INSTALLMENT SALE AGREEMENT
by and between the

THE CITY OF PACIFICA,
as Purchaser
and the

CALIFORNIA INFRASTRUCTURE AND
ECONOMIC DEVELOPMENT BANK (“IBANK”),
as Seller
___________________
Dated as of May 10, 2023
Agreement No. 23-147
Loan Amount - $21,000,000

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 1 INSTALLMENT SALE AGREEMENT
THIS INSTALLMENT SALE AGREEMENT, is dated as of May 10, 2023 (as defined in Section 1.01, the “Agreement”), by and between the CITY OF PACIFICA, a municipal corporation duly organized and existing under the laws of the State of California, as purchaser (the “Purchaser” or the “City”, duly organized and validly existing under the laws of the State of California, and the CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK, as seller (“IBank”), duly organized and validly existing pursuant to the Bergeson-Peace Infrastructure and Economic Development Bank Act (the “Act,” as defined in Section 1.01).

IBank and the Purchaser are hereinafter at times collectively referred to as the “Parties” and individually as a “Party.” Terms and words used herein with their initial letter, or letters, capitalized shall have the meanings set forth in Section 1.01 of this Agreement, or the meanings set forth in this paragraph, as applicable.

W I T N E S S E T H:

WHEREAS, portions of the City’s wastewater collection system are at the end of their useful life. As a result, the City desires to rehabilitate and replace the Lower Linda Mar wastewater collection systems and replace the Ultraviolet (UV) Disinfection System at an estimated cost of $21,000,000;
WHEREAS, the Purchaser sought financing for the aforementioned improvements payable from and secured by the City’s Sewer Utility Enterprise revenues and all legally available amounts in the City’s Sewer Utility Enterprise Fund, from IBank and IBank wishes to provide such financing;
WHEREAS, on August 8, 2022, the City Council of the Purchaser adopted Resolution No. 49-2022, a copy of which is attached hereto as Exhibit A, authorizing the purchase from IBank of the Facility, as evidenced by this Agreement;
WHEREAS, the Purchaser’s staff issued Proposition 218 notices necessary for the rates and charges increases required to support the Purchaser’s System, including the Facility; WHEREAS, not having received written protests against the proposed increases from a majority of parcels subject to the revised schedule of rates and charges, the Purchaser’s City Council adopted the revised schedule of rates and charges pursuant to the terms of Ordinance No. 879 C.S. with Resolution No. 20-2022, and related documents, effective July 1, 2022; WHEREAS, IBank has issued, or intends to issue, its tax-exempt Proceeds Bonds, the proceeds of which may be used to provide all or a portion of the Facility Funds; and WHEREAS, IBank may pledge its rights, including the rights to receive payments, under this Agreement to secure certain Secured Bonds that it has issued, or intends to issue, for the benefit of its programs, and the Purchaser acknowledges that the issuance or existence of both the Proceeds Bonds and the Secured Bonds impacts its rights and obligations as described herein;

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 2 NOW, THEREFORE, in consideration of these premises and the mutual agreements herein contained, the parties do hereby agree as follows:

ARTICLE I

DEFINITIONS, RULES OF CONSTRUCTION, AND CONDITIONS PRECEDENT SECTION 1.01. Definitions. Unless the context clearly otherwise requires, the capitalized terms in this Agreement shall have the respective meanings set forth below. “Act” means the Bergeson-Peace Infrastructure and Economic Development Bank Act, constituting Division 1 of Title 6.7 of the California Government Code (commencing at section 63000 thereof) as now in effect and as it may from time to time hereafter be amended. “Additional Payments” means the payments made pursuant to Section 2.06. “Agreement” means this Installment Sale Agreement, between IBank and the Purchaser, as originally entered into and as amended from time to time pursuant to the provisions hereof. “Amortization Schedule” means that certain amortization schedule attached hereto as Exhibit E.
“Amortization Terms” shall have the meaning set forth in Section 2.03(d). "Authority" means the City of Pacifica Financing Authority, a joint powers agency duly organized and existing under laws of the State of California, its successor and assigns. “Authorized Prepayment Period” has the meaning set forth in Section 2.08(b). “Business Day” means any day, Monday through Friday, which is not a legal holiday of the State or the Trustee.
“Certificate of the Purchaser” means a written request or certificate signed by a duly authorized representative of the Purchaser.
“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.
“Criteria” means the “Criteria, Priorities, and Guidelines for the Selection of Projects for Financing under the ISRF Program” dated November 16, 2022, as may thereafter be amended from time to time.
“Current Guidelines” has the meaning set forth in Section 5.07(g). “Current Revenues” means revenues that are both received by the Purchaser and utilized for the payment of the Purchase Price under this Agreement within a six month period.

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 3 “Debt Service” means, for any Fiscal Year, the sum of interest, and principal due and payable under this Agreement during such Fiscal Year, the IBank Annual Fee for such Fiscal Year, and any Parity Debt Service for such Fiscal Year. “Effective Date” means the date on which this Agreement is last executed, as set forth on the signature page hereto, and is the date this Agreement becomes effective and binding on the Purchaser and IBank, subject to this Agreement’s terms and conditions. “Enterprise Fund” means the sewer utility enterprise fund separate and apart from the Purchaser’s general operating funds established by the Purchaser into which all System Revenues are deposited and maintained by the Purchaser pursuant to Section 3.02 and in which IBank has a certain security interest pursuant to the terms of this Agreement. The Purchaser’s Enterprise Fund is composed of the funds received from wastewater collection, conveyance and treatment services provided to the Purchaser’s customers. “Event of Default” means any of the events described in Section 7.01. “Facility” means those improvements financed with the Facility Funds provided by IBank and to be sold by IBank to the Purchaser pursuant to terms and conditions of this Agreement as more particularly described in Exhibit B, hereto. “Facility Costs” means the costs of the activities set forth in Exhibit B hereto for the construction, acquisition and/or installation of the Facility, all as approved by IBank in its sole and absolute discretion.
“Facility Delivery” has the meaning set forth in Section 2.02. “Facility Funds” means the moneys provided by IBank to the Purchaser, as agent for IBank, pursuant to this Agreement to purchase and/or construct the Facility as set forth in Section 2.05. The amount of Facility Funds equals the total principal component of the Purchase Price set forth in Section 2.03(b)(1).
“Facility Funds Reduction” means the reduction of the total Facility Funds amount by all or a portion of the Facility Funds not disbursed previously. “Facility Funds Reduction Request” means a written request of the Purchaser to reduce the amount of total Facility funds by all or a portion of the Facility Funds not disbursed previously.
“Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Purchaser as its official fiscal year period and approved by IBank.
“IBank Annual Fee” means the fee payable to IBank pursuant to Section 2.06. “IBank Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive.

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 4 “Independent Accountant” means any certified public accountant or firm of certified public accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by the Purchaser who, or each of whom:
(a) Is in fact independent and not under the direct or indirect control of the Purchaser or IBank;
(b) Does not have any substantial interest, direct or indirect, in the Purchaser, IBank, or the Facility; and
(c) Is not connected with the Purchaser or IBank as a member, officer, or employee of the Purchaser or IBank, but who may be regularly retained to make reports to the Purchaser or IBank.
“Independent Consultant” means any consultant or firm of such consultants judged by the Purchaser to have experience in matters relating to the collection of System Revenues or other experience with respect to the financing of System projects, as appropriate, appointed and paid by the Purchaser who, or each of whom:
(a) Is in fact independent and not under the direct or indirect control of the Purchaser or IBank;
(b) Does not have any substantial interest, direct or indirect, in the Purchaser or IBank; and
(c) Is not connected with the Purchaser or IBank as a member, officer or employee of the Purchaser or IBank, but who may be regularly retained to make reports to the Purchaser or IBank.
“Installment Payments” means the principal and interest payments to be made by the Purchaser to IBank in payment of the Purchase Price hereunder. “Interest Payment Date” means February 1 and August 1 of every year in which the Purchase Price remains unpaid.
“Investment Property” means any security or obligation, any annuity contract, or any other investment-type property, but does not include any Tax Exempt Obligation unless such obligation is a “specified private activity bond” within the meaning of section 57(a)(5)(C) of the Code.
“IRS” has the meaning set forth in Section 5.07(g).
“Liquidated Damages Charge” has the meaning set forth in Section 2.06(a)(4). “Liquidated Damages Period” has the meaning set forth in Section 5.03(f).

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 5 “Maximum Annual Debt Service” means as of the date of calculation, the greatest total Debt Service payable in the current or any future Fiscal Year during which this Agreement is in effect. “Maximum Rate” has the meaning set forth in Section 8.23. “Net System Revenues” means, for any Fiscal Year, all System Revenues received by the Purchaser for such Fiscal Year less the Operations and Maintenance Costs for such Fiscal Year. “Nongovernmental Persons” means any person or entity other than any state, or political subdivision of a state, but excludes the United States and its agencies or instrumentalities. “Operations and Maintenance Costs” means the reasonable and necessary costs paid or incurred by the Purchaser for maintaining and operating the System, determined in accordance with generally accepted accounting principles, consistently applied, including all reasonable expenses of management, costs of repair, acquisition of material, equipment, electricity, fuel, or water, and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all administrative costs of the Purchaser that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits and licenses to operate the System and insurance premiums, and including all other reasonable and necessary costs of the Purchaser or charges required to be paid by it to comply with the terms hereof; but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles. “Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed by the Purchasers and approved by IBank, or appointed by IBank, and in all cases paid for by the Purchasers and acceptable to IBank in its sole and absolute discretion.
“Origination Fee” means a payment in the amount of two hundred ten thousand dollars ($210,000) that shall be due and payable by the Purchaser on the Effective Date and shall be deducted by IBank from the Facility Funds upon execution of this Agreement. “Parity Debt” means to the extent outstanding, the obligations associated with the 2012 Loan and Installment Sale Agreement, the 2014 Bonds and the 2017 Installment Sale Agreement, together with the obligation to pay money established or evidenced by any Parity Debt Instrument, including any loan, bond, note, advance, installment sale agreement, capital lease or other indebtedness or agreement to incur or pay indebtedness, payable from and/or secured by a lien on the Net System Revenues and/or legally available amounts in the Enterprise Fund, on parity with the lien established by this Agreement securing the Installment Payments and Additional Payments, issued or incurred pursuant to and in accordance with the provisions of Section 2.11.
“Parity Debt Instrument” means, collectively, any instrument establishing, evidencing, governing, or securing Parity Debt, including without limitation any indenture, lease, installment sale agreement, or loan agreement relating to such Parity Debt, as applicable, and specifically including the 2012 Loan and Installment Sale Agreement, the Indenture of Trust relating to the 2014 Bonds and the 2017 Installment Sale Agreement.

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 6 “Parity Debt Service” means, for any Fiscal Year, the sum of: (1) the principal and interest due and payable during such Fiscal Year for all outstanding Parity Debt, and (2) annual fees, if any, under Parity Debt or established by a Parity Debt Instrument. “Payment Account” means the funds or accounts (or any portions of any funds or accounts), established pursuant to Section 2.03(c) hereof, that will hold monies that the Purchaser expects to use to pay the Purchase Price under this Agreement. “Phase I Environmental Site Assessment” means an investigation of the environmental condition of the Facility, including all improvements and real property as well as surrounding improvements and real property, to determine the possibility of contamination, based on visual observation, interviews with knowledgeable persons, and the review of records and databases, in a manner consistent with the current standards and practices employed typically by State Registered Environmental Assessors, or other professionals licensed in the State as engineers or geologists, performing environmental assessments in the same general geographic location as the Facility.
“Phase II Environmental Site Assessment” means the in situ sampling and laboratory analysis of any contamination discovered in connection with a Phase I Environmental Site Assessment, in a manner consistent with the current standards and practices employed typically by State Registered Environmental Assessors, or other professionals licensed in the State as engineers or geologists, performing environmental assessments in the same general geographic location as the Facility.
“Preliminary Costs” means architectural, engineering, surveying or soil testing costs, reports such as environmental impact reports, Phase I or Phase II Environmental Site Assessments, feasibility studies, rate studies and CEQA reports, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of a project, but not land acquisition, site preparation or similar costs incident to the commencement of construction.
“Prepayment Agreement” has the meaning set forth in Section 2.08(f). “Prepayment Request” means any written request of the Purchaser to prepay all or a portion of the principal component of the Purchase Price. “Prior Guidelines” has the meaning set forth in Section 5.07(g). “Proceeds Bonds” means bonds issued, or to be issued, by IBank the proceeds of which may be used, in whole or part, to provide the Facility Funds. “Prohibited Prepayment Period” has the meaning set forth in Section 2.08(a)(2). ”Prop 218 Law” means, collectively, the California Constitution article XIII D, the statutes implementing it, and the published California Appellate Court and Supreme Court decisions interpreting it in effect on the Effective Date and as such law may be amended or interpreted from time to time.

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 7 “Purchase Price” means the principal amount plus the interest thereon owed by the Purchaser to IBank under the conditions and terms hereof for the payment of the costs of the Facility, and the incidental costs and expenses related thereto paid by IBank. “Purchaser Representative” shall have the meaning set forth in Section 8.10 hereto. “Rate Challenge” shall have the meaning set forth in Section 5.27 hereto. “Replacement Agreement Covenant” shall have the meaning set forth in Section 5.11 hereto.
“Report” means a written document signed by an Independent Consultant or an Independent Accountant, and including:
(a) A statement that the person or firm making or giving such Report has read the pertinent provisions of this Agreement to which such Report relates; (b) A brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and
(c) A statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. “Reporting Covenants” shall have the meaning set forth in Section 5.03(f). “Revised Amortization Schedule” shall have the meaning set forth in Section 2.03(f). “Secured Bonds” means bonds of one or more series issued, or to be issued, by IBank to which certain rights of IBank under this Agreement, including the right to receive the Installment Payments, may be from time to time pledged or assigned directly or indirectly as security for such bonds.
“Senior Debt” means the obligation to pay money established or evidenced by any Senior Debt Instrument, including any loan, bond, note, advance, installment sale agreement, capital lease or other indebtedness or agreement to incur or pay indebtedness, payable from and/or secured by a lien on the Net System Revenues and/or legally available amounts in the Enterprise Fund, which is senior to the lien established by this Agreement securing the Installment Payments and Additional Payments. As of the date of this Agreement, the City has not issued any outstanding Senior Debt.
“Senior Debt Instruments” means, collectively, any instrument establishing, evidencing, governing, or securing Senior Debt, including without limitation any indenture, lease, installment sale agreement, or loan agreement relating to such Senior Debt, as applicable “Service Contract” has the meaning set forth in Section 5.07(g). “State” means the State of California.

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 8 “Subordinate Debt” means the obligation to pay money established or evidenced by any Subordinate Debt Instrument, including any loan, bond, note, advance, installment sale agreement, capital lease or other indebtedness or agreement to incur or pay indebtedness, payable from and/or secured by a lien on Net System Revenues and/or legally available amounts in the Enterprise Fund, which is subordinate to the lien established by this Agreement securing the Installment Payments and Additional Payments.
“Subordinate Debt Instruments” means, collectively, any instrument establishing, evidencing, governing, or securing Subordinate Debt, including without limitation any indenture, lease, installment sale agreement, or loan agreement relating to such Subordinate Debt, as applicable.
“Subordinate Debt Service” means, for any Fiscal Year, the sum of: (1) the principal and interest due and payable during such Fiscal Year for all outstanding Subordinate Debt, and (2) annual fees, if any, under Subordinate Debt or established by a Subordinate Debt Instrument. “System” means the entire wastewater collection, conveyance, treatment and disposal system owned or operated by the Purchaser, including but not limited to all facilities, real and personal property, works, improvements, rights, or entitlements at any time owned, operated or determined to be part of the System by the Purchaser for the collection, conveyance, treatment and disposal of wastewater within the service area of the Purchaser, together with any necessary lands, rights, entitlements and other property useful in connection therewith, together with all extensions thereof and improvements or additions thereto hereafter acquired, constructed or installed by the Purchaser.
“System Revenues” means, for each Fiscal Year, all gross income and revenue received or receivable by the Purchaser from the ownership or operation of the System, determined in accordance with generally accepted accounting principles, consistently applied, including all rates, fees and charges (including connection fees and charges) received by the Purchaser for the services of the System, and all other income and revenue howsoever derived by the Purchaser from the ownership or operation of the System or arising from the System, and also including all legally available income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund, and the proceeds of any taxes (other than taxes which have been authorized for the repayment of any general obligation indebtedness relating to the System), but excluding in all cases any refundable deposits made to establish credit, and advances or contributions in aid of construction.
“Tax Exempt Obligation” means any obligation the interest on which is excluded from gross income for federal income tax purposes pursuant to section 103 of the Code or section 103 of the Code, and Title XIII of the Tax Reform Act of 1986, as amended, as well as stock in a regulated investment company to the extent at least ninety-five percent (95%) of income to the stockholder is treated as interest that is excludable from gross income under section 103 of the Code.
“Trustee” means the trustee acting in its capacity as such in connection with any Proceeds Bonds or Secured Bonds, or any successor or assignee as therein provided, including IBank.

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 9 “2012 Loan and Installment Sale Agreement” means the Loan and Installment Sale Agreement dated August 27, 2012, between the Authority as seller and the City as purchaser, including all duly authorized and executed amendments thereto, under which the City is obligated to pay certain loan repayments and installment payments to the Authority, which have been assigned by the Authority to Capital One Public Funding, LLC. "2014 Bonds" means the City of Pacifica 2014 Wastewater Revenue Refunding Bonds which were issued by the City on November 20, 2014, in the aggregate original principal amount of $6,740,000.
"2017 Installment Sale Agreement" means the Installment Sale Agreement dated as of June 1, 2017, between the Authority as seller and the City as purchaser, including all duly authorized and executed amendments thereto, under which the City is obligated to pay certain installment payments relating to the outstanding City of Pacifica Financing Authority 2017 Wastewater Revenue Bonds which were issued by the Authority in the aggregate principal amount of $22,100,000.

SECTION 1.02. Rules of Construction.

Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and vice versa. All references herein to particular articles or sections are references to articles or sections of this Agreement. The headings, subheadings and Table of Contents herein are solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meanings, construction or effect. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.

SECTION 1.03. Conditions Precedent.

IBank shall have no obligation under this Agreement until the following conditions precedent have, in IBank’s reasonable discretion, been satisfied fully. (a) IBank shall have received two (2) copies of this Agreement bearing the Purchaser’s original signature and IBank shall have counter-signed this Agreement and provided a copy of this Agreement bearing its signature to the Purchaser.
(b) IBank shall have received a copy of a resolution duly adopted by the Purchaser’s governing body approving entry into this Agreement in form and content acceptable to IBank, a copy of which shall be attached hereto as Exhibit A.
(c) IBank shall have received an originally executed copy of an opinion of the Purchaser’s legal counsel in form and content substantially similar to the Form of Opinion of Legal Counsel to the Purchaser attached hereto as Exhibit D, portions of which opinion may be provided by the City Attorney with respect to matters within the knowledge of the City Attorney and other portions of which may be provided by the City’s bond counsel firm . (d) The Purchaser shall have paid to IBank the Origination Fee.

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 10 (e) The Purchaser shall have provided satisfactory evidence that it has expended fully its funds, or has immediately available committed funds to expend, for each of the items in Exhibit F, Schedule of Sources and Uses of Facility Funds, denoted to be the responsibility of the Purchaser, if any.

ARTICLE II

TERMS OF SALE
SECTION 2.01. Purchase and Sale.

IBank hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from IBank, the Facility under and subject to the terms of this Agreement. This Agreement constitutes a continuing agreement between the Purchaser and IBank to secure the full and final payment of the Purchase Price, subject to the covenants, agreements, provisions and conditions herein contained.

SECTION 2.02. Design, Acquisition, Construction, and Sale of the Facility. (a) IBank hereby agrees to perform all necessary acts, including but not limited to acquisition, entitlement, permitting, installation, design, remediation and improvement, to construct and deliver an operational Facility (“Facility Delivery”) for the benefit of, and to sell the Facility to, the Purchaser. In order to implement this provision, IBank hereby appoints the Purchaser as its agent for the purpose of performing all necessary acts to achieve Facility Delivery; and the Purchaser hereby accepts such appointment and agrees to perform all acts necessary to achieve Facility Delivery, including, but not limited to, entry into such engineering, design and construction contracts and purchase orders as may be necessary, as agent for IBank, to achieve Facility Delivery. The Purchaser hereby agrees that as such agent it will cause the Facility Delivery to be diligently pursued and completed as soon as reasonably possible given the nature of, and inherent challenges in connection with, the construction of the Facility and prevailing market conditions. IBank hereby agrees to sell, and hereby sells, the Facility to the Purchaser. The Purchaser hereby agrees to purchase, and hereby purchases, the Facility from IBank. Notwithstanding the foregoing, it is hereby expressly understood and agreed that IBank shall have no obligations whatsoever for Facility Delivery and shall, except for providing the Facility Funds pursuant to the terms of this Agreement, be under no liability of any kind or character whatsoever for the payment of any costs or expenses incurred by the Purchaser (whether as agent for IBank or otherwise) for any of the actions associated with the Facility Delivery and that all such costs and expenses shall be paid by the Purchaser, regardless of whether Facility Funds are sufficient to cover all such costs. (b) The Purchaser represents and warrants that all construction contracts and subcontracts necessary for Facility construction have been or will be awarded pursuant to all public contracting requirements applicable to the Purchaser for similar construction contracts and subcontracts.
(c) The Purchaser agrees to achieve Facility Delivery on or before January 25, 2026.

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Packet Pg. 100 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 11 (d) In the event IBank is served with a stop payment notice in connection with the Facility, the Purchaser shall within thirty (30) days cause such stop payment notice to be discharged or released, whether by payment of the sum requested in such stop payment notice, by procurement of a stop payment notice release bond, or by any other legally available means.

IBank shall withhold from the Purchaser amounts sufficient to pay the claim stated in the stop payment notice, and to otherwise comply with applicable law, until such stop payment notice is released and/or discharged to IBank’s satisfaction, in its sole and absolute discretion.

SECTION 2.03. Payment of Purchase Price; Term; Interest Rates. (a) The Purchase Price to be paid by the Purchaser to IBank hereunder is the sum of the principal amount of the Purchaser’s obligation hereunder plus interest, subject to prepayment as provided in Section 2.08. Interest shall accrue on the entire principal balance, whether or not disbursed, as set forth in the Amortization Schedule.
(b) For purposes of this Agreement:
(1) The total principal amount of the Purchase Price to be paid by the Purchaser to IBank hereunder is
(2) The term of this Agreement commences on the Effective Date and ends on October 1, 2052, except as sooner terminated as set forth herein or otherwise extended. (3) The interest rate is four and six hundredths percent (4.06%) per annum. (c) For purposes of compliance with Federal Tax laws applicable to IBank’s Proceeds Bonds and/or Secured Bonds, the Purchaser hereby establishes a “Payment Account” within the Enterprise Fund and agrees to deposit monies intended for paying such Installment Payments in the Payment Account until the time that such Installment Payments become due and payable whereupon the Purchaser would take steps to pay Installment Payments as provided herein, subject to the provisions of Section 3.01.
(d) The Purchaser shall make Installment Payments of principal and interest as set forth in the Amortization Schedule. IBank shall calculate the Amortization Schedule based on (i) the initial principal amount of the Purchase Price as set forth in Section 2.03(b)(1) hereto, (ii) the term of this Agreement as set forth in Section 2.03(b)(2) hereto, and (iii) the interest rate as set forth in Section 2.03(b)(3) hereto (collectively, the “Amortization Terms”), and shall attach the Amortization Schedule as Exhibit E hereto upon the Effective Date. Interest shall commence to accrue hereunder on May 10, 2023, as set forth in the Amortization Schedule. All payments of interest shall be computed on the basis of a 360-day year of 12 30-day months. In the absence of manifest error, the Amortization Schedule shall be final, conclusive, and binding on the Purchaser.
(1) The first principal payment shall be due on October 1, 2023, as set forth in the Amortization Schedule.

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Packet Pg. 101 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 12 (2) Interest only payments will be based upon the total outstanding principal component of the Purchase Price, including the amounts not disbursed, using an interest rate of four and six hundredths percent (4.06%) per annum.
(3) Interest shall accrue on the entire outstanding principal balance of the Purchase Price, whether or not Facility Funds have been disbursed, all as set forth in the Amortization Schedule. Provided, however, as an offset against interest paid on undisbursed Facility Funds, the Purchaser shall receive payment following the end of each IBank Fiscal Year on any undisbursed portions of the Facility Funds (excepting any undisbursed Facility Funds subject to a Facility Funds Reduction, as set forth in this Agreement) of the lesser of: (i) the actual interest earned by IBank during such IBank Fiscal Year on the undisbursed portions of the Facility Funds, or (ii) the interest that would have accrued during such IBank Fiscal Year on the undisbursed portions of the Facility Funds calculated using the interest rate of this Agreement.

Said reimbursement shall be in the form of a check payable to the order of the Purchaser at the address set forth in Section 8.09 of this Agreement on or about the ninetieth (90th) calendar day following the end of the IBank Fiscal Year.
(e) Commencing on the day following the end of the interest only period (if any), the principal component of the Purchase Price shall be fully amortized over the remaining term of this Agreement.
(f) IBank may, in its sole and absolute discretion, revise the Amortization Schedule (a “Revised Amortization Schedule”) subsequent to the Effective Date to (i) correct any computational error in the prior Amortization Schedule, (ii) account for any partial prepayment permitted under Section 2.08, or (iii) account for any Facility Funds Reduction permitted under Section 2.08. Any Revised Amortization Schedule shall be calculated (i) such that IBank will receive the aggregate sum of all principal and interest Installment Payments it would have received had the Amortization Schedule been calculated correctly based on the Amortization Terms and interest commenced to accrue on May 10, 2023, (ii) to account for any partial prepayment, or (iii) to account for any Facility Funds Reduction, as applicable. The Revised Amortization Schedule shall be incorporated herein automatically upon its completion by IBank, and in the absence of manifest error, any such Revised Amortization Schedule will be final, conclusive, and binding on the Purchaser.
(g) The obligation of the Purchaser to pay the Purchase Price by paying the Installment Payments and Additional Payments is, subject to Section 5.10, absolute and unconditional; and until such time as the Purchase Price shall have been paid in full, the Purchaser shall not discontinue or suspend any Installment Payments or Additional Payments required to be paid by it under this Agreement when due, whether or not the Facility or any part thereof is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part; and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.

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Packet Pg. 102 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 13 SECTION 2.04. Payment on Business Days.

Whenever in this Agreement any amount is required to be paid on a day that is not a Business Day, such payment shall be required to be made on the Business Day immediately following such day.

SECTION 2.05. Disbursement of Facility Funds.
(a) IBank shall disburse Facility Funds solely for the purposes set forth in Exhibit H hereto. The aggregate sum of disbursements for each category set forth in Exhibit H shall not exceed the corresponding amounts set forth in Exhibit H. Upon compliance with disbursement conditions set forth herein and receipt of a written request for disbursement, IBank will disburse a portion of the Facility Funds to the Purchaser for Facility Costs in amounts of at least five thousand dollars ($5,000), up to a total aggregate amount not to exceed the Facility Funds. All requests for payment shall be accompanied by information and documentation as may be requested by IBank to determine the amount of Facility Funds to be disbursed. (b) Each disbursement request shall specify one or more of the following for Facility Funds sought in the disbursement request:
(1) The Purchaser previously paid the Facility Costs and is requesting reimbursement; or
(2) The Purchaser will pay the Facility Costs directly upon receipt of funds from IBank.
(c) By submitting to IBank a disbursement request of the type set forth in subparagraph (b)(1), above, the Purchaser represents and warrants that it has previously paid the Facility Costs indicated in such disbursement request. By submitting to IBank a disbursement request of the type set forth in subparagraph (b)(2), above, the Purchaser represents and warrants that it will pay the Facility Costs indicated in such request directly upon receipt of funds from IBank.
(d) No Facility Funds shall be disbursed unless and until IBank receives documentation, satisfactory to IBank, demonstrating that the Purchaser has incurred costs that constitute both reasonable and necessary Facility Costs and which are consistent with the cost categories, amounts and requirements described in this Agreement. (e) Unless otherwise consented to in writing by IBank, the Purchaser must both: (1) begin Facility construction no later than six months after the Effective Date; (2) achieve Facility Delivery and commence occupation and use of the Facility by the date set forth in paragraph

2.02(c); and (3) submit final invoices to IBank for the entire amount of the Facility Funds no later than 47 months after the Effective Date. If the Purchaser fails to meet any of these conditions, IBank may, among other legally available remedies, elect to withhold any and all undisbursed Facility Funds pursuant to Section 2.14 herein.

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Packet Pg. 103 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 14 (f) Notwithstanding any contrary provisions of this Agreement or any related documents, under no circumstances will IBank be obligated to make disbursements in excess of the lesser of (i) actual Facility Costs incurred or (ii) the amount of the Facility Funds. (g) Not more than ninety-five percent (95%) of each invoice payable from Facility Funds designated for construction shall be disbursed until IBank receives a recorded notice of completion for the Facility or other evidence of completion satisfactory to IBank and the Purchaser has met all conditions precedent to final disbursement set forth herein.

SECTION 2.06. Additional Payments.
(a) The Purchaser shall pay Additional Payments to IBank as follows:
(1) A payment of the IBank Annual Fee on October 1st of each year during the term of this Agreement in an amount equal to three tenths of one percent (0.3%) of the outstanding principal component of the remaining Installment Payments as set forth in the Amortization Schedule; and
(2) Amounts in each year as shall be required by IBank for the payment of extraordinary expenses of IBank in connection with any amendment or modification of this Agreement requested by the Purchaser, any Event of Default, or the enforcement of this Agreement or any amendments hereto, including all expenses, fees and costs of accountants, trustees, and attorneys, litigation costs, insurance premiums and all other extraordinary costs of IBank. Extraordinary expenses and extraordinary costs are those expenses and costs related to this Agreement that IBank determines in its reasonable discretion to be in excess of ordinary and customary expenses and costs incurred as part of the IBank Annual Fee pursuant to this Section

2.06. IBank shall from time-to-time submit invoices to the Purchaser for such Additional Payments, together with any appropriate supporting documents for such extraordinary costs or expenses. The Purchaser shall pay such invoices within 45 calendar days of receipt; (3) The Purchaser shall deposit the IBank Annual Fee with IBank not later than August 1st of each year and the Purchaser shall pay to IBank the amount billed pursuant to subsection (2) within thirty (30) days from the date of the invoice. Any amounts not promptly paid shall accrue interest at the lesser of twelve percent (12%) per annum or the Maximum Rate; and
(4) Unless expressly waived by IBank in writing, in the event the Purchaser fails to cure any Reporting Covenants noncompliance as set forth in Section 5.03(f) or fails to cure any Replacement Agreement Covenant noncompliance within 30 days after receipt by the Purchaser of the replacement agreement from IBank as set forth in Section 5.11 of this Agreement, an amount equal to $1,000 shall automatically be imposed monthly as liquidated damages charged to the Purchaser and not as a penalty (the “Liquidated Damages Charge”), and shall continue to be imposed throughout the Liquidated Damages Period. The Purchaser shall be obligated to pay the Liquidated Damages Charge as Additional Payments. Such Additional Payment shall be reflected in an IBank invoice to the Purchaser. The Purchaser agrees that, under the circumstances existing as of the date of this Agreement, such Liquidated Damages Charge represents a reasonable estimate of the costs and expenses IBank will incur as a result of

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Packet Pg. 104 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 15 the Purchaser’s noncompliance with the Reporting Covenants and/or the Replacement Agreement Covenant. Nothing herein shall be construed as an express or implied agreement by IBank to forbear on its exercise of any other rights or remedies provided by this Agreement, as a waiver of such rights or remedies, or as a waiver of any default or Event of Default under this Agreement.

SECTION 2.07 Reserved.

SECTION 2.08. Limitations on Prepayment and Facility Funds Reductions. (a) Limitation on Early Prepayment. The Purchaser is not permitted to prepay all or a portion of the outstanding principal amount of the Purchase Price during the period commencing with the Effective Date and ending with the date that is ten (10) years after the Effective Date (the “Prohibited Prepayment Period”).
(b) Authorized Prepayment Period. At any time, after ten (10) years from the Effective Date (the “Authorized Prepayment Period), the Purchaser, upon satisfaction of the conditions of this Section 2.08, may prepay all or a portion of the outstanding principal amount of the Purchase Price. The Purchaser shall pay to IBank all interest accrued and unpaid on the prepayment amount through the date of prepayment, plus any Additional Payments, plus the pro rata portion of the IBank Annual Fee.
(c) Facility Funds Reduction. During the Prohibited Prepayment Period the amount of undisbursed Facility Funds will not be reduced and will continue to accrue interest and other charges as set forth in this Agreement. During the Authorized Prepayment Period, upon satisfaction of the conditions of this Section 2.08, the Purchaser may obtain a Facility Funds Reduction. The Purchaser shall pay to IBank all interest accrued and unpaid on the Facility Funds Reduction amount through the date of the Facility Funds Reduction, plus any Additional Payments, plus the pro rata portion of the Annual Fee.
(d) Written Request Required. The Purchaser must provide IBank with its Prepayment Request or Facility Funds Reduction Request in writing and at least ninety (90) days prior to the requested prepayment or reduction date. IBank will not accept any prepayment funds from the Purchaser, or implement a Facility Funds Reduction, unless and until all applicable requirements of this Section 2.08 have been met.
(e) Amendment for Partial Prepayment or Facility Funds Reduction. If during the Authorized Prepayment Period the Purchaser prepays a portion (but less than all) of the outstanding principal component of the Purchase Price or makes a Facility Funds Reduction, then IBank and the Purchaser shall enter into an amendment to this Agreement reflecting the terms of the prepayment or Facility Funds Reduction, including a Revised Amortization Schedule, and the Purchaser shall pay to IBank all interest accrued and unpaid on the prepayment amount or Facility Funds Reduction amount through the date of prepayment or Facility Funds Reduction, plus the portion of the outstanding principal component of the Installment Payments approved for prepayment, plus any Additional Payments, plus the pro rata portion of the Annual Fee. IBank will not accept any prepayment, and any Facility Funds Reduction will not take effect, until the Parties have executed such amendment to this Agreement.

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Packet Pg. 105 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 16 (f) Prepayment Agreement for Full Prepayment. In the event the Purchaser elects to prepay the entire outstanding amount of the Purchase Price as set forth in paragraph 2.08(b), the Parties shall enter into a prepayment agreement (a “Prepayment Agreement”) in form and content acceptable to IBank in its sole and absolute discretion. IBank will not accept a full prepayment, and the Purchaser’s obligations under this Agreement will not terminate as set forth in Section 8.05 of this Agreement, until the Parties have executed a Prepayment Agreement.

SECTION 2.09. Validity of Pledge and First Lien.

The pledge made in Section 3.01 of the Net System Revenues and all legally available amounts in the Enterprise Fund constitute a valid pledge of and first position lien on all of the Net System Revenues and all legally available amounts in the Enterprise Fund on parity with the lien(s) securing the Parity Debt.

SECTION 2.10. Limited Obligation.

The Purchaser’s obligation to make Installment Payments is a special obligation of the Purchaser payable solely from Net System Revenues or legally available amounts in the Enterprise Fund as provided herein and does not constitute a debt of the Purchaser or the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction.

SECTION 2.11. Permitted Additional Parity Debt.
(a) The Purchaser may, after the Effective Date, issue or incur Parity Debt in such principal amount as shall be determined by the Purchaser subject to the requirements for additional obligations as set forth in all existing Parity Debt Instruments and the following specific conditions, which are hereby made conditions precedent to the Purchaser’s issuance and delivery of such Parity Debt, provided that to the extent that the provisions relating to the issuance of Parity Debt in any existing Parity Debt Instrument conflict with any of the requirements set forth in this Section 2.11, the more restrictive provision shall prevail:
(1) No Event of Default hereunder or under any other instrument secured by System Revenues shall have occurred and be continuing, and the Purchaser shall otherwise be in compliance with all covenants set forth in this Agreement; and (2) Net System Revenues calculated pursuant to generally accepted accounting principles, consistently applied, and excluding the proceeds of any taxes and also excluding any balances in any fund at the beginning of the period of the computation, as shown by the books of the Purchaser for the latest Fiscal Year, or any more recent twelve-month period selected by the Purchaser ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Parity Debt is issued or incurred, as shown by the books of the Purchaser, plus, at the option of the Purchaser, either or both of the items below designated in subsections (b)(1) and (b)(2), shall have amounted to at least 1.25 times the Maximum Annual Debt Service taking into consideration the amount of annual debt service payable in any Fiscal Year on the proposed Parity Debt, as set forth in the Report of an

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Packet Pg. 106 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 17 Independent Accountant or Independent Consultant delivered to IBank; provided, however, that where the proposed Parity Debt is with IBank, no Report of an Independent Accountant or Independent Consultant shall be required.
(b) Either or both of the following allowances may be added to Net System Revenues for the purpose of meeting the condition contained in subsection (a)(2) above:
(1) An allowance for increased System Revenues from any additions to or improvements or extensions of the System to be made with the proceeds of such proposed Parity Debt, and also for System Revenues from any such additions, improvements, or extensions which have been made from moneys from any source but which, during all or any part of such Fiscal Year or any more recent twelve-month period, were not in service, all in an amount equal to ninety percent (90%) of the estimated additional average annual System Revenues to be derived from such additions, improvements, and extensions for the first thirty six (36) month period following closing of the proposed Parity Debt, all as shown in the Report of an Independent Accountant or Independent Consultant delivered to IBank; provided however, that in those instances where the proposed Parity Debt is with IBank, no Report of an Independent Accountant or Independent Consultant shall be required; and/or (2) An allowance for increased System Revenues arising from any increase in the charges made for service from the System which has become effective prior to the incurring of such proposed Parity Debt but which, during all or any part of such Fiscal Year or any more recent twelve (12) month period, was not in effect in an amount equal to one hundred percent (100%) of the amount by which System Revenues would have been increased if such increase to charges had been in effect during the whole of such time period and any period prior to the incurring of such proposed Parity Debt, as shown in the Report of an Independent Accountant or Independent Consultant delivered to IBank; provided however, that where the proposed Parity Debt is with IBank, no Report of an Independent Accountant or Independent Consultant shall be required.
(c) For purposes of making the calculations set forth in subsection (a)(2):
(1) If any Parity Debt includes capital appreciation bonds, then the accreted value payment thereof shall be deemed a principal payment and interest that is compounded and paid as accreted value shall be deemed due on the scheduled redemption or payment date of such capital appreciation bond;
(2) If any Parity Debt includes interest payable pursuant to a variable interest rate formula, the variable interest rate portion of such Parity Debt for periods when the actual interest rate cannot yet be determined, shall be assumed to be the maximum interest rate under the Parity Debt.
(d) The Purchaser shall deliver to IBank, prior to incurring or issuing such proposed Parity Debt, a copy of the proposed Parity Debt Instrument and Certificate of the Purchaser certifying that the conditions precedent to the issuance of such Parity Debt set forth in subsections (a) and (b) above have been satisfied and, as applicable, the Report required by subsections (a) and (b) above has been delivered; provided however, that where the proposed

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Packet Pg. 107 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 18 Parity Debt is with IBank, no copy of the proposed Debt Instrument nor Report shall be required and the certification required by this Section 2.11(d) may be made as part of the Parity Debt Instrument for the new IBank Parity Debt.
(e) Notwithstanding subsections (a)(2), (b), (c), and (d) above, proposed Parity Debt to be issued for the purpose of refunding outstanding Parity Debt may be issued without compliance with subsections (a)(2), (b), (c) and (d) above, so long as such refunding results in lower Parity Debt Service in each Fiscal Year after such refunding and the final maturity date of the refunding Parity Debt is no later than the final maturity date of the refunded Parity Debt. The Purchaser shall deliver to IBank the Parity Debt Instrument for such refunding within 30 days of such Parity Debt issuance.

SECTION 2.12. The Purchaser’s Obligation for Other Facility Costs.

The Purchaser acknowledges and agrees that the amount of IBank’s obligations under this Agreement is limited to the amount of the Facility Funds. As such, it is the Purchaser’s obligation to pay all other costs associated with or needed for completion of the Facility in excess the Facility Funds amount.

SECTION 2.13. Facility Description.

For the purposes of this Agreement, the description of the Facility shall be as set forth in Exhibit B hereto.

SECTION 2.14. Withholding of Facility Funds.
(a) IBank may withhold all or any portion of the Facility Funds in the event that:
(1) The Purchaser has violated any of the material terms, provisions, conditions, commitments, representations, warranties, or covenants of this Agreement, as determined by IBank in its reasonable discretion, or if an Event of Default has occurred; or (2) The Purchaser is unable to demonstrate, to the satisfaction of IBank in its reasonable discretion, the ability to complete the Facility or to maintain adequate progress toward completion thereof.
(b) In the event that Facility Funds are withheld from the Purchaser, IBank shall notify the Purchaser of the reasons, identify any conditions the Purchaser must satisfy in order to resume disbursements, and advise the Purchaser of the time in which to remedy the failure or violation or satisfy the applicable conditions.
(c) If Facility Funds are withheld pursuant to this section, the Purchaser remains obligated to repay the entire amount of the Purchase Price but to the extent applicable, the Purchaser may submit to IBank a Facility Funds Reduction Request pursuant to Section 2.08.

SECTION 2.15. Reserve Account.

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Packet Pg. 108 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 19 In the event that (i) the Purchaser incurs Parity Debt after the Effective Date in accordance with the requirements of Section 2.11; and (ii) such Parity Debt requires the Purchaser to establish a reserve fund or account, unless waived in writing by IBank the Purchaser shall establish, fund, and maintain, so long as any obligations under this Agreement remain outstanding, a reserve account in favor of IBank in an amount equal to the reserve requirement of such Parity Debt multiplied by the proportion of the outstanding principal balance of the Purchase Price of this Agreement to the Parity Debt Amount. By way of example only, if the Parity Debt is in the amount of $10,000,000 and the reserve requirement for such Parity Debt is $1,000,000, and the outstanding principal balance of the Purchase Price is $20,000,000, then the reserve fund or account to be established in favor of IBank pursuant to this Section 2.15 shall be equal to $2,000,000 (({outstanding balance of Purchase Price}/$10,000,000)x$1,000,000). Said reserve account shall be established and funded immediately upon the closing of the Parity Debt transaction.

SECTION 2.16. Permitted Subordinate Debt.

The Purchaser may issue or incur Subordinate Debt following the Effective Date in such principal amount as shall be determined by the Purchaser subject to the following specific conditions precedent to the issuance or incurrence of such Subordinate Debt. (a) No Event of Default hereunder, and no default under any other obligation or instrument secured by Net System Revenues, shall have occurred and be continuing, and the Purchaser shall be in compliance with all covenants of this Agreement and any other instrument securing, evidencing, governing, or relating to other obligations secured by, Net System Revenues.
(b) Net System Revenues calculated pursuant to generally accepted accounting principles, consistently applied, and excluding the proceeds of any taxes and also excluding any balances in any fund at the beginning of the period of the computation, as shown by the books of the Purchaser for the latest Fiscal Year, or any more recent twelve (12) month period selected by the Purchaser ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Subordinate Debt is issued or incurred, as shown by the books of the Purchaser, shall have amounted to at least 1.0 times the aggregate sum of the Maximum Annual Debt Service of all debt secured by Net System Revenues and/or legally available amounts in the Enterprise Fund and the maximum annual debt service payable in any Fiscal Year on all Subordinate Debt, including the proposed Subordinate Debt, as set forth in the Report of an Independent Accountant or Independent Consultant delivered to IBank.

ARTICLE III
PLEDGE OF REVENUES; APPLICATION OF FUNDS
SECTION 3.01. Pledge of Net System Revenues.

The Installment Payments and Additional Payments and all Parity Debt shall be equally secured by a pledge of and first lien on all of the Net System Revenues and all legally available amounts in the Enterprise Fund, without preference or priority for series, issue, number, dated

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Packet Pg. 109 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 20 date, sale date, date of execution or date of delivery. The Net System Revenues and all legally available amounts in the Enterprise Fund are hereby pledged in their entirety to the payment of Installment Payments and Additional Payments. The Net System Revenues and all legally available amounts in the Enterprise Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Purchaser.

Neither the Installment Payments, the Additional Payments nor this Agreement is a debt of IBank, the State or any of its political subdivisions (other than the Purchaser) and neither IBank, the State nor any of its political subdivisions (other than the Purchaser) is liable thereon.

Pursuant to Section 5451 of the State Government Code of the State, the pledge of the Purchaser’s Net System Revenues for the repayment of the principal and interest components of the Installment Payments constitutes a first lien and security interest which immediately attaches to such Net System Revenues, and is effective and binding against the Purchaser and its successors and creditors and all others asserting rights therein irrespective of whether those parties have notice of the pledge, irrespective of whether such amounts are or may be deemed to be a fixture and without the need for physical delivery, recordation, filing or further act.

SECTION 3.02. System Revenues to be Deposited in the Enterprise Fund.

In order to carry out its obligation to pay the Installment Payments and Additional Payments, the Purchaser agrees and covenants that it shall maintain the Enterprise Fund as a distinct fund separate and apart from the Purchaser’s other funds. All System Revenues received by it shall be deposited when and as received in trust in the Enterprise Fund and shall be applied and used only as and in the order provided herein: The Purchaser shall pay all Operations and Maintenance Costs (including amounts reasonably required to be set aside in contingency reserves for Operations and Maintenance Costs the payment of which is not then immediately required) from the Enterprise Fund as they become due and payable, and all remaining money on deposit in the Enterprise Fund shall then be used to pay Section 3.03 amounts. After making all the set asides and payments hereinabove required to be made in each Fiscal Year, the Purchaser may expend in such Fiscal Year any remaining money in the Enterprise Fund for any lawful purpose of the Purchaser. The Purchaser agrees and covenants to maintain the Enterprise Fund so long as any portion of the Purchase Price remains unpaid.

SECTION 3.03. Priority of Payments Made from the Enterprise Fund.

The Purchaser shall promptly pay the following amounts in the following order and at the following times:
(a) Installment Payments and Additional Payments
(1) The Purchaser shall promptly pay to (A) IBank (i) the principal portion of the Installment Payments, together with the IBank Annual Fee, which is due at IBank by October 1st of each year, as set forth on the Amortization Schedule, and (ii) the interest portions of Installment Payments, which are due at IBank by each Interest Payment Date, as set forth in the Amortization Schedule; and (B) the trustee(s) or holder(s) of any Parity Debt, payment of Parity Debt Service as it becomes due and payable, all on a pro rata basis.

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Packet Pg. 110 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 21 (2) The Purchaser shall promptly pay to (A) IBank Additional Payments due pursuant to Section 2.06, and (B) the trustee(s) or holder(s) of any other Parity Debt, payment of any payments due under the applicable Parity Debt Instrument that are not Parity Debt Service, all on a pro rata basis.
(b) Reserve Accounts.

Any amounts needed to replenish reserve accounts established hereunder or for any Parity Debt, if any, all on a pro rata basis
(c) Approved Subordinate Debt Payments.

Payment of Subordinate Debt Service as it becomes due and payable on Subordinate Debt pursuant to Subordinate Debt issued or incurred in accordance with Section

2.16 hereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
SECTION 4.01. Organization; Authority.

The Purchaser is duly organized and existing as a municipal corporation under the laws of the State and has all necessary power and authority to enter into and perform its duties (including, but not limited to, the authority to set rents, fees, rates and charges without the approval of any other governing body and to pledge the Net System Revenues or those certain amounts on deposit in the Enterprise Fund) under this Agreement.

SECTION 4.02. Agreement Valid and Binding.

This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.

SECTION 4.03. No Conflict in Execution of Agreement.

The execution and delivery by the Purchaser of this Agreement and compliance with the provisions hereof will not conflict with or constitute a breach of or default by the Purchaser under any law, administrative regulation, court decree, resolution, charter, by-law, or any agreement to which the Purchaser is subject or by which it is bound or by which its properties may be affected.

SECTION 4.04. No Litigation.

There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the Purchaser to restrain or

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Packet Pg. 111 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 22 enjoin the execution or delivery of this Agreement, or in any way contesting or affecting the validity of this Agreement, or contesting the powers of the Purchaser to enter into or perform its obligations under this Agreement, or that would affect the Purchaser’s ability to perform its obligations under this Agreement, including, but not limited to, the pledge of Net System Revenues and legally available amounts on deposit in the Enterprise Fund.

SECTION 4.05. No Breach or Default.

The Purchaser is not in breach of or in default under any applicable law or administrative regulation of the State or the United States, the Constitution of the State (including article XVI, section 18 thereof), any applicable judgment or decree, any agreement, indenture, bond, note, resolution, agreement or other instrument to which the Purchaser is a party or is otherwise subject which, if not resolved in favor of the Purchaser, would have a material adverse impact on the Purchaser’s ability to perform its obligations under this Agreement and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument.

SECTION 4.06. No Consent, Approval, or Permission Necessary.

No consent or approval of any trustee or holder of any indebtedness of the Purchaser, and no consent, permission, authorization, order or licenses of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Agreement or the consummation of any transaction contemplated herein, except as have been obtained or made and as are in full force and effect.

SECTION 4.07. Accuracy and Completeness of Information Submitted to IBank.

The information relating to the Purchaser and its System submitted by the Purchaser to IBank, including, but not limited to, all information in the application for Facility Funds was true at the time submitted to IBank and, as of the Effective Date, remains true and correct in all material respects; and such information did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

SECTION 4.08. Financial Statements of the Purchaser.

The Purchaser’s financial statements that have been furnished to IBank were prepared in conformity with generally accepted accounting principles, consistently applied, and fairly present in all material respects the financial condition of the Purchaser as of the date thereof and the results of its operations for the period covered thereby. There has been no material adverse change in the business, condition (financial or otherwise), or operations of the Purchaser since the date of such financial statements.

SECTION 4.09. Licenses, Permits, and Approvals for Completion of Facility.

The Purchaser has obtained, or has applied for and will obtain within a timeframe that will allow the Purchaser to achieve Facility Delivery and to operate the Facility by the date set forth in paragraph 2.02(c), all licenses, entitlements, certificates, authorizations, permits and

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Packet Pg. 112 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 23 approvals from any governmental agency or authority having jurisdiction over the Purchaser or the Facility required to commence construction of the Facility, for Facility Delivery, and to commence operations of the Facility.

SECTION 4.10. Authority to Operate the System.

The Purchaser has obtained all licenses, entitlements, certificates, authorizations, permits, and approvals from any governmental agency or authority having jurisdiction over the Purchaser or the System required for the operation of the System.

SECTION 4.11. Valid Title; No Conflict.
(a) The Purchaser, upon completion of the Facility, will have good and valid title to the Facility sufficient to carry out the purposes of this Agreement. (b) To the best of the Purchaser’s knowledge no officer, member of the Board of Directors, or official of IBank has any material interest in the Facility, the Purchaser, or in the transactions contemplated by this Agreement.

SECTION 4.12. Other Liens; No Lien Senior to IBank Lien.

Except as may otherwise be described herein, as of the Effective Date, there is no other debt or obligation that places a lien on or in any way encumbers the Purchaser’s Net System Revenues and/or legally available amounts in the Enterprise Fund other than the first lien established by Section 3.01 of this Agreement, and, to the extent outstanding, the lien established by the 2012 Loan and Installment Sale Agreement, the 2014 Bonds and the 2017 Installment Sale Agreement. Further, the Purchaser represents and warrants that the lien on Net System Revenues and legally available amounts on deposit in the Enterprise Fund established by Section

3.01 of this Agreement is not junior to any lien and is on parity with, to the extent outstanding, the lien on Net System Revenues and certain amounts on deposit in the funds and accounts established with respect to the 2012 Loan and Installment Sale Agreement, the 2014 Bonds and the 2017 Installment Sale Agreement.

SECTION 4.13. Purchaser’s Compliance with Prop 218 Law.

The Purchaser hereby represents and warrants that, as of the Effective Date, the rates, fees and charges it imposes on its System customers are legal, valid, and comply with the Prop 218 Law. The Purchaser further specifically warrants and represents that (i) the rates, fees and charges it imposes on its System customers do not exceed, in the aggregate, the funds required to operate the System, and (ii) its method of allocating rates, fees and charges among users of the System complies with the proportionality requirements of the Prop 218 Law.

SECTION 4.14. No Challenge to Purchaser’s Rates, Fees and Charges.

The Purchaser hereby represents and warrants that, as of the Effective Date, there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened challenging Purchaser’s compliance with the Prop 218 Law as it applies to Purchaser’s rates, fees and charges.

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Packet Pg. 113 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 24 SECTION 4.15. Facility Construction Constitutes Capital Improvements.

The construction of the Facility constitutes “capital improvements” as defined under the Code and, except as otherwise provided herein, Facility Funds will be used solely to finance or reimburse costs directly related to capital improvements in connection with the Facility.

SECTION 4.16. Continuing Validity of Representations and Warranties.

Unless the representations and warranties set forth in this Article IV are limited by their express terms to a specific time period or a point in time, the foregoing representations and warranties are true, accurate, and correct as of the Effective Date and shall continue to be true, accurate, and correct throughout the term of this Agreement.

ARTICLE V

AFFIRMATIVE COVENANTS OF THE PURCHASER
SECTION 5.01. Punctual Payment.

The Purchaser hereby covenants to punctually pay, or cause to be paid, all payments required hereunder when due and in all other respects in strict conformity with the terms of this Agreement, and to faithfully observe and perform all of the conditions, covenants, and requirements of this Agreement.

SECTION 5.02. Payment of Claims.

The Purchaser hereby covenants that, from time to time, it will pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies, which, if unpaid, might become liens or charges upon the System and all personal and real property related thereto, or upon the System Revenues or any part thereof, or upon any funds in the hands of IBank, or which might impair the security for the payment of the Installment Payments or Additional Payments. Provided, however, nothing herein contained shall require the Purchaser to make any such payment so long as the Purchaser in good faith shall contest the validity of said claims and shall act promptly to remove any liens or charges arising from said claims, by, among other things, obtaining surety bonds to cause the release of such liens or charges.

SECTION 5.03. Books and Accounts; Financial Statements. (a) The Purchaser hereby covenants that it will keep proper books of record and accounts in which complete and correct entries shall be made of all transactions relating to the System Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of IBank or its designee.

To the extent that any continuing disclosure certificates entered into by the Purchaser in connection with other debt or obligations require the information required in subsections (b) through (e), the Purchaser may submit a copy of the information and materials required by such continuing disclosure certificate instead of providing separate statements setting forth the required information.

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Packet Pg. 114 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 25 (b) The Purchaser shall prepare and file with IBank annually as soon as practicable, but in any event not later than one hundred eighty (180) days after the close of each Fiscal Year, so long as this Agreement has not been discharged by IBank, an audited financial statement of the Purchaser relating to the System Revenues and the Enterprise Fund for the preceding Fiscal Year, prepared by an Independent Accountant under generally accepted accounting procedures, consistently applied; provided, however, that in the event that such audited financial statement is not available by the above-referenced filing date, an unaudited financial statement may be substituted therefore. In the event an unaudited financial statement is submitted, the Purchaser shall file the audited financial statement with IBank as soon as it becomes available. The Purchaser will furnish to IBank such reasonable number of copies of such audited financial statements as may be required by IBank for distribution (at the expense of the Purchaser).

Alternatively, the Purchaser may furnish electronic copies of such audited financial statements to IBank in portable document format, or other format acceptable to IBank in its sole and absolute discretion.
(c) Simultaneously with the delivery of the annual financial statements, or more frequently following forty-five (45) calendar days’ written notice by IBank, as IBank shall determine in its sole and absolute discretion, the Purchaser shall deliver to IBank a Certificate of the Purchaser stating the following:
(1) The number of System users as of the end of the Fiscal Year, or as of any other date specified in writing by IBank in its reasonable discretion; (2) Calculation of the coverage ratios described in Section 5.06 for the Fiscal Year most recently ended, or for any other 12-month period as specified in writing by IBank in its reasonable discretion, together with a certification that adopted rates and charges comply with the requirements of that section;
(3) Notification of the withdrawal of any System user generating four percent (4%) or more of System Revenues since the last reporting date; (4) Any significant System facility retirements or expansions planned or undertaken since the last reporting date;
(5) Notification of any Parity Debt or Subordinate Debt incurred since the last reporting date and certification that there has been no default or noncompliance under any obligation secured by System Revenues;
(6) Certification that (i) no Event of Default has occurred or is continuing and no other event has occurred or is continuing, which, with the passing of time or the giving of notice or of both, would constitute an Event of Default, or (ii) describing in detail any Event of Default that has occurred and/or any event that has occurred which, with the passing of time or giving or giving of notice, would constitute an Event of Default; (7) Certification that the Purchaser is in compliance with the terms of this Agreement, including without limitation the Tax Covenants set forth in Section 5.07 hereof, or if the Purchaser has breached any such covenant, a detailed description of such breach;

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Packet Pg. 115 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 26 (8) Notification of any other event or circumstance that would materially affect completion of the Facility, or the payment of the Purchase Price; (9) To the extent the 2012 Loan and Installment Sale Agreement, the 2014 Wastewater Revenue Refunding Bonds and the 2017 Installment Sale Agreement continue to impose a lien on Net System Revenues and/or legally available amounts in the Enterprise Fund, certification that the Purchaser has complied with, kept, observed, and performed, and continues to comply with, keep, observe, and perform, all requirements, conditions, covenants, duties, and terms under the 2012 Loan and Installment Sale Agreement, the 2014 Bonds and the 2017 Installment Sale Agreement for the lien on Net System Revenues and/or legally available amounts in the Enterprise Fund created by this Agreement to be on parity with the lien on Net System Revenues and/or legally available amounts in the Enterprise Fund created under the 2012 Loan and Installment Sale Agreement, the 2014 Bonds and the 2017 Installment Sale Agreement, including, but not limited to, satisfying any debt service coverage and reserve account requirements; and
(10) Such other information as IBank may request in its reasonable discretion. (d) The Purchaser shall, upon request, furnish to IBank, in a format provided by IBank, information concerning employment and other public benefits connected to the Facility. (e) The Purchaser agrees to notify IBank, immediately, by telephone, promptly confirmed in writing, if (i) any representation made in this Agreement or any representation made in the application for financing to IBank shall at any time so long as this Agreement is outstanding, prove untrue, or incorrect in any manner that could adversely affect the Purchaser’s ability to perform its obligations under this Agreement, (ii) there is a stop payment notice, litigation or any other legal proceeding which may materially adversely impact the completion of the Facility, or (iii) the Purchaser breaches any covenant set forth in this Agreement. (f) The Purchaser’s covenants set forth in paragraphs 5.03(b) through (d) hereof are hereinafter referred to as the “Reporting Covenants.” In the event the Purchaser fails to comply timely with the Reporting Covenants, starting on the date that is the first day (1st day) after the applicable due date of any Reporting Covenant and continuing until the date the Purchaser actually cures its noncompliance (the “Liquidated Damages Period”), the Purchaser shall be obligated to pay to IBank the Liquidated Damages Charge in accordance with Section 2.06(a)(4) hereof.

SECTION 5.04. Protection of IBank’s Security and Rights.

The Purchaser will preserve and protect the security for payment of the Installment Payments, Additional Payments, and the rights of IBank. From and after the Effective Date, the Agreement shall be incontestable by the Purchaser.

SECTION 5.05. Payments of Taxes and Other Charges.

The Purchaser will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges, or charges in lieu thereof, which may hereafter be lawfully imposed upon the Purchaser, the System, or the System Revenue when

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Packet Pg. 116 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 27 the same shall become due. Nothing herein contained shall require the Purchaser to make any such payment so long as the Purchaser in good faith shall contest the validity of said taxes, assessments, or charges and shall have adequate funds for the payment thereof. The Purchaser will duly observe and conform to all valid requirements of any governmental authority relative to the System or any part thereof.

SECTION 5.06. Maintenance of System Revenues; Rate Covenant. (a) The Purchaser hereby covenants that, to the fullest extent permitted by law, it will fix, prescribe, charge, and collect, or cause to be fixed, prescribed, charged, and collected, in each Fiscal Year, such rates, fees, and charges for the use of and for the service furnished by the System so that Net System Revenues realized, together with any amounts on deposit in a rate stabilization fund held by the Purchaser, are in an amount which will be sufficient to be at least equal to one hundred twenty-five percent (125%) of annual Debt Service, and at least equal to one hundred percent (100%) of the sum of annual Debt Service and annual Subordinate Debt Service for such Fiscal Year.
(b) The Purchaser further covenants that, to the fullest extent permitted by law, it will fix, prescribe, charge, and collect, or cause to be fixed, prescribed, charged, and collected, in each Fiscal Year, such rates, fees, and charges for the use of and for the service furnished by the System so that System Revenues realized are in an amount which will be sufficient to pay the following amounts in the following order or priority:
(1) All Operations and Maintenance Costs estimated by the Purchaser to become due and payable in such Fiscal Year;
(2) The Installment Payments, the IBank Annual Fee, and the principal and interest on any outstanding Parity Debt as they become due and payable during such Fiscal Year, without preference or priority;
(3) All amounts, if any, required to restore the balance of any reserve fund required under this Agreement or any reserve fund or accounts required under any Parity Debt Instrument, for any outstanding Parity Debt, to the full amount of any such reserve requirement; and
(4) All payments required to meet any other obligations of the Purchaser which are charges, liens, or encumbrances upon, or with are otherwise payable from, the System Revenues or the Net System Revenues during such Fiscal Year, including any Additional Payments.
(c) If for any reason Net System Revenues, or System Revenues, as applicable, prove insufficient to comply with the requirements of subsections (a) and (b), the Purchaser first will engage an Independent Consultant to recommend revised rents, rates, fees, charges, savings, or assessments, or any combination thereof, and the Purchaser will, subject to any applicable requirements and restrictions imposed by law, including, but not limited to, the Prop 218 Law, and subject to the good faith determination of the Purchaser that such recommendations, in whole or in part, are in the best interests of the Purchaser, take all actions necessary to increase System Revenues through any combination of increased rents, rates, fees, charges, savings, or

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Packet Pg. 117 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 28 assessments and that it will do so not later than one hundred eighty (180) days following the date on which Net System Revenues first fail to meet the requirements of this Section 5.06. The Purchaser may make adjustments from time to time in such rents, rates, fees, and charges and may make such classification thereof as it deems necessary, but shall not reduce the rents, rates, fees, and charges then in effect unless the Net System Revenues from such reduced rents, rates, fees, and charges will at all times be sufficient to meet the requirements of this section.

Notwithstanding the foregoing, in lieu of taking the preceding actions with respect to the Purchaser’s failure to comply with subsection (a), the Purchaser may within one hundred eighty (180) days following the date Net System Revenues first fail to meet the requirements of subsection (a) either establish and fund a rate stabilization fund, or increase monies held in an existing rate stabilization fund, in an amount sufficient to satisfy the requirements of subsection (a). If the Purchaser elects to proceed accordingly, it shall provide to IBank within such one hundred eighty (180) day period evidence satisfactory to IBank in its reasonable discretion that the amounts held in such rate stabilization fund are sufficient to satisfy the requirements of subsection (a)
SECTION 5.07. Tax Covenants.

The Purchaser recognizes that the Facility Funds may be derived from the proceeds of, or payments made hereunder may be pledged to secure, bonds issued or to be issued by IBank, the interest on which is excluded from gross income for federal income tax purposes under Section 103 of the Code. In order to maintain the tax-exempt status of, and perform its obligations with respect to, the Proceeds Bonds and Secured Bonds, the Purchaser will not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Proceeds Bonds or Secured Bonds under the Code, and the Purchaser specifically agrees to comply with all terms and conditions contained herein and to provide annual certification of its compliance with the tax covenants set forth in this Section 5.07. The Purchaser will not directly or indirectly use or make any use of the Facility Funds or any other funds of the Purchaser, or take or omit to take any action, if such use or action would cause the Proceeds Bonds or Secured Bonds to be “arbitrage bonds” subject to federal income taxation by reason of section 148 of the Code. In addition, the Purchaser covenants and agrees that it, and/or any party related to it, will not acquire Proceeds Bonds or Secured Bonds in an amount related to the amount of the Facility Funds. The provisions of this Section 5.07 shall survive the discharge of the Purchaser’s obligations hereunder and shall apply to the Trustee or any other successor or assignee described in Section 8.02. (a) Eligible Uses of Facility Funds. Unless otherwise agreed to by IBank, Facility Funds shall be used exclusively for the following purposes: (i) to pay or reimburse the Purchaser for capital expenditures paid with respect to the Facility that meet the requirements of subsection (b) of this Section 5.07; (ii) the Origination Fee; and (iii) initial operating expenses directly associated with the Facility (in aggregate amount not exceeding five percent (5%) of the amount of the Facility Funds).
(b) Allocation of Facility Funds to Expenditures. On August 8, 2022, the Purchaser adopted a resolution stating its official intent to be reimbursed from the proceeds of a borrowing to finance costs of the Facility (the "Reimbursement Resolution"). Absent written agreement by

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Packet Pg. 118 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 29 IBank, all expenditures of Facility Funds will be used to pay or reimburse the Purchaser for capital expenditures with respect to the Facility that are either:
(1) costs that are Preliminary Costs incurred with respect to the Facility prior to the start of construction and in an aggregate amount not exceeding twenty percent 20% of the Facility Funds;
(2) costs paid by the Purchaser no earlier than the date which is sixty (60) days prior to the date of the adoption of the Reimbursement Resolution; or (3) costs paid by the Purchaser on or after the Effective Date.

In addition, Facility Funds shall be allocated to paying or reimbursing the Purchaser for capital expenditures no later than eighteen months after the later of the date the expenditure was paid or the date the Facility is placed in service, but in the case of costs described in clause (2), above, such allocations must be made in all events no later than three years after the cost was paid.
(c) Prohibited Uses of Facility Funds. The Purchaser will not loan any of the Facility Funds to any other person or entity. The Purchaser will not use Facility Funds directly or indirectly to make principal, interest, or premium payments with respect to any bond, note, certificate of participation or other obligation of the Purchaser or any person or entity that is a related party to the Purchaser within the meaning of Treasury Regulation Section 1.150-1(b). (d) Expectations Regarding Facility Funds and Facility; No Change in Use. The Purchaser reasonably expects and consistent with this Section 5.07 hereof to use all Facility Funds and all of the Facility for the entire stated term to maturity of this Agreement. The Purchaser does not expect that the Facility or any part thereof will be sold or otherwise disposed of so long as the Purchaser’s obligations under this Agreement are not discharged. Absent written agreement by IBank, the Purchaser hereby agrees that it will use all Facility Funds and all of the Facility as set forth in this Section 5.07.
(e) Funds for Making Installment Payments. All amounts used to fund the Payment Account will be deemed to have been made from the Purchaser’s funds by using a last-in, firstout accounting method, and amounts in the Payment Account will be treated as used to pay the Installment Payments by using a first-in, first-out accounting method. The Purchaser agrees that the amounts used to pay Installment Payments shall be both received by the Purchaser and utilized for the payment of Installment Payments within a ninety (90) day period. The Payment Account will be used primarily to achieve a proper matching of revenues and Installment Payments within each year; a matching of revenues means that revenue and Installment Payments come in and go out at approximately the same level and the Payment Account is cleared out to a very low balance at least one time during the year. Current Revenues in the Payment Account shall be invested without regard to yield so long as the Purchaser complies with this section.
(f) Nongovernmental Use of Facility Funds and Facility. The Purchaser understands that the Facility Funds and the Facility are subject to certain restrictions on the use of the Facility Funds or the Facility by any Nongovernmental Person, other than use as a member of the general

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Packet Pg. 119 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 30 public. For this purpose a Nongovernmental Person will be treated as “using” Facility Funds to the extent the Nongovernmental Person:
(1) borrows Facility Funds;
(2) acquires an ownership or lease interest with respect to any portion of the Facility;
(3) uses any portion of the Facility (e.g., as a service provider, operator, or manager), except pursuant to a contract that meets the requirements of subsection (g) of this Section 5.07; or
(4) in the case of a Facility that provides water, electricity, or natural gas, acquires such output from the Facility (except pursuant to generally applicable and uniformly applied rates that are available to the general public).

The Purchaser hereby represents and covenants that it will not allow more than five percent (5%) of the Facility Funds or more than five percent (5%) of the Facility to be used directly or indirectly by any Nongovernmental Person, other than as a member of the general public.
(g) Management Contracts. The Purchaser understands that an arrangement with any person or organization (other than a state or local governmental unit) which provides for such person or organization to manage, operate, maintain or provide services with respect to the Facility (a “Service Contract”) can give rise to use by a Nongovernmental Person that is subject to the limitations of Section 5.07(f) of this Agreement. However, as of the Effective Date the Internal Revenue Service (“IRS”) has issued two sets of guidelines that describe situations in which the IRS would rule that a Service Contract will not be treated as giving rise to a Nongovernmental Person’s use of the Facility: (i) the guidelines set forth in Revenue Procedure 97-13, as amended by Revenue Procedure 2001-39, and as amplified by Notice 2014- 67 (the “Prior Guidelines”); and (ii) the guidelines set forth in Revenue Procedure 2017-13 (the “Current Guidelines”). The Purchaser may apply the Prior Guidelines to any Service Contract entered into before August 18, 2017 that is not modified materially or extended on or after that date (other than pursuant to a renewal option as defined in Treasury Regulation Section 1.141- 1(b)). The Purchaser may apply the Current Guidelines to Service Contracts entered into at any time.

Commencing with the Effective Date, at least thirty (30) days prior to the execution of any modification to, extension or renewal of, or new operations and maintenance agreement relating to the Facility, the Purchaser shall (i) ensure that any such instrument meets the requirements for qualified management contracts under the Code, and (ii) provide IBank a copy of any such instrument together with an explanation of the basis for its conclusion that such instrument meets the requirements for qualified management contracts under the Code.

Provided, however, the Purchaser is not obligated to provide to IBank contracts for services that are solely incidental to the primary governmental function, or functions, of the Facility (e.g., contracts for janitorial services, landscaping services, office equipment repair, escalator repair, elevator repair, auditing services, legal services, or similar services).

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Packet Pg. 120 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 31 (h) No Other Replacement Proceeds. The Purchaser is not using any Facility Funds and hereby agrees that it will not use any Facility Funds to replace funds of the Purchaser which are or will be used to acquire Investment Property reasonably expected to produce a yield that is materially higher than the yield on the Installment Payments under this Agreement. (i) Federal Guarantee. The Purchaser will not directly or indirectly use or permit the use of any Facility Funds or take or omit to take any action that would cause the Proceeds Bonds or Secured Bonds to be obligations that are “federally guaranteed” within the meaning of section 149(b) of the Code. In furtherance of this covenant, the Purchaser will not allow the payment of principal or interest under this Agreement to be guaranteed (directly or indirectly) in whole or in part by the United States or any agency or instrumentality thereof. (j) No Hedge Bonds. The Purchaser reasonably expects that more than eighty-five percent (85%) of the Facility Funds will be expended for the purposes of this Agreement within three years of the Effective Date.

SECTION 5.08. Maintenance and Operation of System.

The Purchaser hereby covenants that, so long as any portion of the Purchase Price is unpaid, it will at its own cost and expense maintain, preserve, keep, and operate the System, and every portion thereof, in good condition, repair and working order as necessary to operate the System for its intended purpose in compliance with all laws, rules, regulations, codes, and ordinances, subject only to normal wear and tear and that it will from time to time make or cause to be made all necessary and proper repairs, replacements, and renewals necessary to maintain the System in such a condition. The Purchaser will maintain in full force and effect all licenses, permits, and approvals required by any governmental agency or authority having jurisdiction over the Purchaser or the System at any time required for the operation of the System, and will obtain any licenses, permits, or approvals that may be required in the future by any governmental agency or authority having jurisdiction over the Purchaser or the System, all in a timely manner so as to prevent any interruption in System activities. IBank will have no responsibility or obligation for any of these matters. The Purchaser further covenants that it will operate the System in an efficient and economical manner, and will pay all Operations and Maintenance Costs as they become due and payable.

SECTION 5.09. Assumption of Obligations.

The obligations of the Purchaser under this Agreement may not be assumed by another entity except in connection with a transfer of the entire System by the Purchaser and only upon prior written approval of IBank and receipt by IBank of:
(a) an Opinion of Counsel experienced in matters relating to the tax-exempt status of interest on any Proceeds Bonds or Secured Bonds, and approved by IBank, to the effect that such transfer would not cause interest on the Proceeds Bonds or Secured Bonds to be included in gross income of the holders thereof for federal income tax purposes; (b) a Report signed by an Independent Consultant or Independent Accountant concluding that such transfer would not materially adversely affect the security for the Installment Payments, Additional Payments, or the rights of IBank; and

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Packet Pg. 121 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 32 (c) evidence satisfactory to IBank that the entity assuming the Purchaser’s obligation hereunder is eligible pursuant to the Act.

SECTION 5.10. Damage, Destruction, Title Defect, and Condemnation; Use of Net Proceeds.
(a) If prior to the termination of the term hereof (i) the System or any part thereof is damaged or destroyed (each of which is hereinafter called “Damaged Improvements”) by a peril covered by a policy of insurance described in Section 5.22 hereof (an “Insured Peril”); or (ii) title to, or the right to possession, use, or occupancy, whether permanent or temporary, of, the System or any portion thereof or the estate of the Purchaser in the System or any portion thereof is defective or shall be taken under the exercise of the power of eminent domain by any governmental body or by any person or firm or corporation acting under governmental authority, then the Purchaser will cause the net proceeds of any loss or claim paid by an insurer under an insurance policy, or condemnation award, resulting from any damage, destruction, loss of use, loss of possession, or impairment of title to the System or any part thereof, (the “Net Proceeds”) to be transferred to IBank and applied as follows:
(1) Net Proceeds Exceeding Costs. Within one hundred twenty (120) days of the date of said Insured Peril, the Purchaser shall obtain written estimate(s) of the (i) cost of the repair, replacement, and reconstruction of the Damaged Improvements (collectively referred to herein as the “Reconstruction”), and (ii) Net Proceeds available to pay such costs. Copies of such estimate(s) shall be provided to IBank. If the one hundred twenty (120) day period is insufficient to obtain said estimates, the period may be reasonably extended by the Purchaser upon the approval of IBank, in its reasonable discretion. If the Net Proceeds exceed the estimated costs of Reconstruction, the Damaged Improvements shall be repaired, replaced, and reconstructed to the same or better quality as existed before the damage occurred. The Purchaser shall commence and manage the Reconstruction and shall complete the Reconstruction as soon as reasonably possible after the occurrence of such damage. Any balance of Net Proceeds remaining after the Reconstruction has been completed shall be transferred to IBank for the payment of unpaid Purchase Price and Additional Payments. Net Proceeds remaining after payment of the amounts specified in the previous sentence shall be transferred to the Purchaser. (2) Costs Exceeding Net Proceeds. If the estimated costs of Reconstruction exceed the Net Proceeds the Purchaser, in its sole discretion, may elect to budget and appropriate to the Reconstruction the amount of such excess, and to manage the Reconstruction as set forth in Section 5.10(a)(5). The Purchaser shall exercise this election by written notice thereof delivered to IBank within thirty (30) days after the Purchaser obtains the written estimate(s). (3) Net Proceeds Sufficient to Prepay All Unpaid Installment Payments. If the Purchaser does not exercise the election to reconstruct pursuant to the above subsection and Net Proceeds are at least sufficient to prepay all unpaid amounts of the Purchase Price and any due and owing Additional Payments, such Net Proceeds shall be transferred to IBank to prepay such Purchase Price and any due and owing Additional Payments. If the Net Proceeds exceed the amount necessary to prepay the unpaid Purchase Price and any due and owing Additional Payments, the Purchaser shall be entitled to the amount of proceeds remaining after such

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Packet Pg. 122 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 33 prepayment, and such amount shall be applied in accordance with the respective provisions of the Parity Debt Instruments.
(4) Net Proceeds Insufficient to Prepay All Unpaid Installment Payments. If the Purchaser does not exercise the election to reconstruct pursuant to Section 5.10(a)(2) and Net Proceeds are insufficient to prepay the unpaid Purchase Price hereunder, the Purchaser, in its sole discretion, may elect to budget and appropriate funds to cause the prepayment of the Purchase Price and due and owing Additional Payments and the Net Proceeds, together with such funds, shall be transferred to IBank with directions to apply the proceeds to the prepayment of the Purchase Price and due and owing Additional Payments; provided, that if the Purchaser elects not to appropriate funds for such prepayment, the Purchaser shall apply Net Proceeds to the Reconstruction. If the Purchaser, in its sole discretion, elects to budget or appropriate funds for the prepayment of the unpaid Purchase Price and due and owing Additional Payments, the Purchaser shall transfer such funds to IBank for the prepayment of Purchase Price and due and owing Additional Payments.
(5) Management of Reconstruction. If the System or any part thereof becomes Damaged Improvements, the Purchaser shall promptly cause, manage, and supervise the Reconstruction.

SECTION 5.11. Entry into Replacement Agreement.

The Purchaser acknowledges that IBank intends to issue, has issued, or may issue, Secured Bonds or Proceeds Bonds subsequent to the Effective Date of this Agreement, and that one requirement of the Secured Bonds and/or Proceeds Bonds will be the re-entry by the Purchaser into an agreement to replace this Agreement. So long as the terms of the replacement agreement are substantially identical to the terms of this Agreement, the Purchaser hereby covenants and agrees to execute the replacement agreement and any related documents and to provide required certifications in a timely manner. The Purchaser understands and acknowledges that time is of the essence with respect to entry into such replacement agreement as such timing is mandated by Federal tax laws applicable to IBank’s Proceeds Bonds and/or Secured Bonds. The Purchaser’s covenant set forth in this Section 5.11 is hereinafter referred to as the “Replacement Agreement Covenant.”
SECTION 5.12. Further Assurances.

The Purchaser will adopt, make, execute, and deliver any and all such further resolutions, instruments, and assurances as may be reasonably required by IBank as necessary or proper to carry out the intention or to facilitate the performance of this Agreement and for the better assuring and confirming unto IBank of the rights, remedies, and benefits provided in this Agreement.

SECTION 5.13. Agreement to Complete Facility Delivery.
(a) The Purchaser agrees that it will perform all acts necessary to complete Facility Delivery, and construct, acquire, improve or install other facilities and real and personal property deemed by the Purchaser necessary for the operation of Facility. The Purchaser may supplement or amend the Facility description with written approval from IBank from time to time, provided

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Packet Pg. 123 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 34 that no such supplement or amendment shall (1) cause the Facility or any portion thereof to fail to constitute an eligible project under the Act, or (2) in any way affect the tax-exempt status of any Proceeds Bonds or Secured Bonds.
(b) At any time, upon request of IBank, the Purchaser agrees to make available to IBank for review and copying all then current plans and specifications for the Facility. The Purchaser may identify any proprietary information in such plans and specifications and, to the extent legally permissible, IBank agrees to keep such information confidential. Provided, however, for the avoidance of doubt, and not by limitation of the foregoing, IBank may disclose any such confidential information in connection with any Proceeds Bonds or Secured Bonds or in the event IBank is served with a subpoena, a valid discovery request, a notice to appear and produce documents, or a valid California Public Records Act request, seeking, or that could be construed reasonably as seeking, such confidential information. (c) As soon as the Facility is completed, the Purchaser shall evidence such completion by providing a certificate to IBank stating that (i) construction of the Facility has been completed substantially in accordance with the final plans and specifications therefor and all labor, services, materials, and supplies used in construction have been paid for, and (ii) all other facilities necessary in connection with the Facility have been constructed, acquired, and installed in accordance with the final plans and specifications therefor, and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Purchaser against third parties for the payment of any amount not then due and payable which exist at the date of such certificate or which may subsequently exist.
(d) The Purchaser shall notify IBank forthwith upon the filing of a stop payment notice in connection with the Facility, the tender of a claim against any payment or performance bond related to the Facility, the recordation of a mechanics lien against Facility, the filing of litigation in connection with the Facility, the issuance of a mandatory or prohibitory injunction related to the Facility, or any other legal proceeding which may impact the completion of the Facility.

SECTION 5.14. Collection of Rates, Fees and Charges.

The Purchaser will have in effect at all times rules and regulations requiring each user of the System to pay the rates, fees, and charges applicable to the services provided by the System to each user. The Purchaser will not permit any part of the System or any facility thereof to be used or taken advantage of free of charge by any corporation, firm, or person, or by any public agency (including the United States of America, the State, and any city, county, district, political subdivision, public corporation, or agency of any thereof); provided, that the Purchaser may without charge use the services provided by the System.

SECTION 5.15. The Purchaser’s General Responsibility.

The Purchaser is solely responsible for the Facility Delivery and the operation and maintenance of the Facility. Any review or approval of plans, specifications, bid documents, or other construction documents by IBank is solely for the purpose of proper administration of

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Packet Pg. 124 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 35 Facility Funds by IBank and shall not be deemed to relieve or restrict the Purchaser’s responsibility or result in any duty, obligation, or responsibility on the part of IBank or the officers and agents thereof.

SECTION 5.16. The Purchaser’s Assurances and Commitments. (a) Compliance with Laws, Regulations and the Criteria.

The Purchaser shall at all times comply, and require its direct contractors, and their subcontractors, to comply with all State prevailing wage laws, all applicable federal and State laws, rules and regulations, the Criteria except to the extent the express provisions of this Agreement conflict with the Criteria, and all local ordinances applicable to the Facility. This specifically includes, but is not limited to environmental, procurement and safety laws, rules, regulations and ordinances. The Purchaser acknowledges and agrees that under no circumstances would its failure to act in accordance with the provisions of this subsection (a) result in any duty, obligation or responsibility on the part of IBank or the officers and agents thereof.
(b) Facility Construction Activities.

The Purchaser shall ensure that adequate supervision and inspection of Facility construction activities are maintained. IBank, either by itself or through its designee, reserves the right to conduct an audit of the Purchaser’s construction expenditures during construction and for up to three years following receipt by IBank of notice of completion or other evidence of completion satisfactory to IBank. IBank, at its discretion, may require the Purchaser to conduct an interim and/or a final audit at the Purchaser’s expense, such audit to be conducted by and a Report prepared by an Independent Accountant.

SECTION 5.17. Facility Access.

The Purchaser shall ensure that IBank or its designee have suitable access to the Facility site at all reasonable times so long as the Purchase Price remains unpaid, and at any time in the event of an IRS audit directly or indirectly related to the Facility, and shall include provisions ensuring such access in all contracts and subcontracts relating to the Facility.

SECTION 5.18. Operation and Maintenance of the Facility.

The Purchaser agrees to commence operation of the Facility upon the completion thereof.

The Purchaser covenants and agrees that it will, at its own cost and expense, operate and maintain the Facility, and every portion thereof, in accordance with all governmental laws, ordinances, approvals, rules, codes, regulations, and requirements including, without limitation, such zoning, sanitary, pollution and safety ordinances and laws, and such rules and regulations thereunder as may be binding upon the Purchaser. The Purchaser further covenants and agrees that it will, at its own cost and expense, maintain, preserve, keep, and operate the Facility and will maintain, keep, preserve, and operate the same, now or hereafter at any time constituting part of the Facility, in good repair, working order and condition as necessary to operate the Facility for their intended purposes, subject only to normal wear and tear, and that it will from time to time make or cause to be made all needful and proper replacements, repairs, renewals,

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Packet Pg. 125 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 36 and improvements, in each case to the extent necessary so that the efficiency and value of the Facility shall not be impaired. IBank shall have no responsibility or obligation for any of these matters or for the making of additions or improvements to the Facility.

SECTION 5.19. Performance and Payment Bonds.
(a) The Purchaser shall require its direct contractor(s) for the Facility to certify under penalty of perjury, and provide the Purchaser with a copy of such certification, which shall be available for IBank’s inspection, if requested, that, in connection with the construction of the Facility, it has obtained a bond or bonds by one or more authorized surety companies satisfactory to the Purchaser; such surety companies must be authorized to do business in California, be an admitted surety insurer, and have an agent for service of process in California. (b) Said bonds shall be in the following amounts and for the following purposes: (i) a performance bond(s) in an amount not less than one hundred percent (100%) of the total amount of the construction agreement(s) for the Facility, guaranteeing the faithful performance of the terms of the Facility construction agreement(s), including the maintenance of the work required under the Facility construction agreement(s) for a period of one year from the date of the Purchaser’s final acceptance, and the prompt correction of any defective work or labor done, or defective materials furnished, pursuant to the Facility construction agreement(s) and (ii) a payment bond(s) in an amount not less than one hundred percent (100%) of the total amount of the Facility construction agreement(s), securing payment to the subcontractors and to persons renting equipment or furnishing labor or materials to such subcontractors or to the Purchaser’s direct contractors, or to any other claimant as defined in Civil Code Section 8004, under the Facility construction agreement(s).

SECTION 5.20. Continuing Disclosure.

If requested by IBank, the Purchaser hereby covenants and agrees to furnish certain financial and operating data pertaining to the Purchaser that may be required to either: (i) enable IBank to issue any, or perform its obligations under existing, Proceeds Bonds or Secured Bonds; or (ii) enable any underwriter of any Proceeds Bonds or Secured Bonds to comply with Rule 15c2-12(b)(5) of the Securities and Exchange Commission.

SECTION 5.21. Notice of Purchaser Event of Default.

The Purchaser covenants that it will deliver to IBank, immediately after the Purchaser shall have obtained knowledge of the occurrence of an Event of Default or a failure as described in Section 7.01, the written statement of an authorized officer of the Purchaser setting forth the details of such Event of Default or failure, and the action which the Purchaser proposes to take with respect thereto.

SECTION 5.22. Maintenance of Insurance.
(a) The Purchaser will procure and maintain or cause to be procured and maintained insurance on the System with responsible insurers, in such amounts and against such risks (including damage to or destruction of the System) as are usually covered in connection with

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Packet Pg. 126 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 37 systems similar to the System. Provided, however, such insurance shall be in an amount at least equal to the full replacement value of the Facility. Such insurance may be subject to a deductible clause of not to exceed one hundred thousand dollars ($100,000). (b) The Purchaser shall procure and maintain, or cause to be procured and maintained a standard commercial general liability insurance policy in protection of the Purchaser, the IBank and their directors, officers and employees and, when requested by the IBank, the Trustee, indemnifying and defending such parties against direct or contingent loss or liability for damages for personal injury, death or property damage related to the possession, operation or use of the Facility, with a minimum combined single limit of one million dollars ($1,000,000) for personal injury or death of one or more persons, and for property damage, in each accident or event (subject to a deductible clause of not to exceed one hundred thousand dollars ($100,000) or such greater amount as may be covered by any self-insurance or self-funding method or plan permitted by this Section). IBank shall be named as an additional insured, and if and when requested by IBank the Trustee shall also be named as an additional insured.
(c) The Purchaser will cause to be procured and maintained a standard, commercially reasonable, commercial general liability policy of the direct contractor(s) for the Facility with a minimum combined single limit of one million dollars ($1,000,000) for personal injury or death of one or more persons, and for property damage, in each accident or event (subject to a deductible clause of not to exceed one hundred thousand dollars ($100,000). The Purchaser and IBank shall be named as an additional insured under such insurance policy. The Purchaser shall also cause to be procured and maintained a standard, commercially reasonable, worker’s compensation insurance policy of the direct contractor(s) for the Facility in an amount equal to at least the required statutory minimum. The Purchaser and IBank shall be named as an additional insured under such insurance policy.
(d) The Purchaser will cause to be procured and maintained by its direct contractor(s) a builder’s risk insurance policy in an amount equal to the lesser of the Facility Funds or the amount of the Purchaser’s direct contract(s) for the construction of the Facility. (e) The Purchaser shall on the Effective Date, and annually on each anniversary of the Effective Date thereafter, provide a Certificate of the Purchaser to IBank certifying that the insurance required under this Section 5.22 is in effect, together with copies of the declarations pages for each policy required hereunder and each additional insured endorsement required hereunder.

SECTION 5.23. Facility Construction.
(a) The Facility is described in Exhibit B and the Purchaser shall make no changes thereto or the operation thereof without the prior written consent of IBank, which consent shall be granted or denied in IBank’s reasonable discretion. Further, IBank may condition any such consent upon receipt of an Opinion of Counsel to the effect that any such changes will not affect the qualification of the Facility for tax exempt financing under the Code. (b) The Purchaser shall not enter into a contract for the construction of the Facility unless it is in the form of a fixed price construction contract.

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Packet Pg. 127 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 38 (c) Included within the Facility Funds are construction contingency funds in the amount of twenty-five percent (25%) of all components of the Facility construction identified in Exhibit H. Additional construction contingency funds in the amount of $290,000 are also included within the Facility Funds. Said construction contingency funds are included in Exhibit H under the line item “Additional Contingency for Phase 1 projects.” Absent IBank’s express prior written consent, which consent shall be granted or denied in IBank’s sole and absolute discretion, said construction contingency funds shall be utilized solely for the purpose of paying any reasonably unforeseen increased Facility Costs in connection with the construction of the Facility. It is expressly understood that the Purchaser shall have no obligation to replenish or otherwise restore the contingency funds to their original amount as they are used to cover reasonably unforeseen increased Facility Costs. All such increased Facility Costs shall be documented by a change order (or change orders) executed pursuant to the fixed price construction contract between the Purchaser and the direct contractor(s) for the Facility. (d) The Purchaser will pre-qualify all direct contractors bidding on the Facility by using its internally-required pre-qualification questionnaire, which substantially meets the intent of the model pre-qualification questionnaire approved by the State Department of Industrial Relations pursuant to Public Contract Code Section 20101.

SECTION 5.24. Compliance with Contracts.

The Purchaser will comply with, keep, observe, and perform all agreements, conditions, covenants, and terms, express or implied, required to be performed by it contained in all contracts for the use of the System, and all other contracts affecting or involving the System to the extent that the Purchaser is a party thereto.

SECTION 5.25. Maintenance of Lien Parity.
(a) To the extent the 2012 Loan and Installment Sale Agreement, the 2014 Bonds and the 2017 Installment Sale Agreement continue to impose a lien on Net System Revenues and/or legally available amounts in the Enterprise Fund, the Purchaser will at all times comply with, keep, observe, and perform all requirements, conditions, covenants, duties, and terms set forth in the related Parity Debt Instruments for the lien on Net System Revenues and legally available amounts in the Enterprise Fund created by this Agreement to be on parity with the lien on Net System Revenues and legally available amounts in the Enterprise Fund created by the 2012 Loan and Installment Sale Agreement , the 2014 Bonds and the 2017 Installment Sale Agreement, including, but not limited to, satisfying any debt service coverage and reserve requirements. (b) The Purchaser shall meet and satisfy the Total Reserve Requirement at all times during which the 2012 Loan and Installment Sale Agreement, the 2014 Bonds and the 2017 Installment Sale Agreement , any other Parity Debt Instruments for Parity Debt requiring maintenance of a reserve fund, or any of them, continue to impose a lien on Net System Revenues.

SECTION 5.26. Covenant to Comply with Prop 218 Law.

The Purchaser shall at all times ensure that the rates, fees and charges imposed on its System customers comply with the Prop 218 Law. In the event any party (or parties) institutes

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Packet Pg. 128 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 39 litigation or an administrative proceeding challenging the Purchaser’s rates and charges or any other aspect of its compliance with Prop 218 Law (collectively, a “Rate Challenge”), the Purchaser shall as soon as practicable, but no later than 30 days after the Purchaser becomes aware of the Rate Challenge, provide IBank with written notice of such Rate Challenge. Further, the Purchaser will expeditiously take steps to (i) diligently defend against the Rate Challenge; or (ii) conform its rates or other practices in a manner that fully addresses the deficiencies underlying the Rate Challenge. The Purchaser shall provide IBank with a second written notice indicating its chosen course of action as soon as practicable.

ARTICLE VI

NEGATIVE COVENANTS OF THE PURCHASER
SECTION 6.01. Limitation on Additional Obligations; No Senior Debt.

The Purchaser hereby covenants that, until the Purchase Price has been paid in full and this Agreement has been discharged pursuant to Section 8.05, the Purchaser shall not after the date of this Agreement issue any Senior Debt and shall not issue any bonds, notes, or other obligations, enter into any agreement or otherwise incur any loans, advances, or obligations, which are in any case secured by a lien on all or any part of Net System Revenues or on those legally available amounts on deposit in the Enterprise Fund that is on parity with the lien established hereunder for the security for the payment of the Installment Payments and Additional Payments, excepting only Parity Debt meeting the requirements of Section 2.11 herein. The Purchaser may issue or incur Subordinate Debt upon compliance with the requirements of Section 2.16 herein.

SECTION 6.02. Disposition of Property.

The Purchaser hereby covenants that it will not authorize or effect the disposition of real or personal property constituting more than ten percent (10%) of the value of the System unless the Purchaser first obtains and provides a copy to IBank, of: (i) a Report of an Independent Consultant concluding that such disposition will not substantially adversely affect the security for the payment of the Installment Payments and Additional Payments; and (ii) an Opinion of Counsel concluding that such disposition will not cause the interest on any Secured Bonds or Proceeds Bonds to no longer be excluded from federal gross income. The Purchaser hereby covenants that it will not dispose of any portion of the Facility while the Purchase Price is unpaid except for property that is not operating or is worn out, and for the dedication of public streets and public and private utility easements.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
SECTION 7.01. Events of Default and Acceleration.
(a) Each of the following events shall constitute an Event of Default hereunder:

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Packet Pg. 129 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 40 (1) Failure by the Purchaser to pay any Installment Payment, accrued interest, or any Additional Payment when and as the same shall become due and payable; (2) Failure by the Purchaser to observe and perform any of the covenants, agreements or conditions on its part contained in this Agreement, other than as referred to in the preceding subsection (1), or if any representation or warranty fails to be true and correct in all material respects, for a period of sixty (60) days after written notice has been given to the Purchaser by IBank, or to the Purchaser and IBank, specifying such failure and requesting that such failure be remedied; provided, however, that if the failure stated in such notice can be corrected, but not within such sixty (60) day period, IBank may consent to an extension of such time if corrective action is instituted by the Purchaser within such sixty (60) day period and diligently pursued until such failure is corrected;
(3) The filing by the Purchaser of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Purchaser, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Purchaser or of the whole or any substantial part of its property; (4) Any representation or other written statement made by the Purchaser contained in this Agreement, the application for financing or in any instrument furnished in compliance with or in reference thereto shall prove to have been incorrect in any material respect;
(5) An unexcused failure by the Purchaser to pay amounts due under any bond, note, installment sale agreement, capital lease, or other agreement or instrument to which it is a party relating to the borrowing of money, if such unpaid amount shall exceed fifty thousand dollars ($50,000);
(6) The occurrence of an event of default with respect to any Parity Debt or any Subordinate Debt which causes all principal of such Parity Debt or Subordinate Debt to become due and payable immediately;
(b) If an Event of Default has occurred and is continuing, IBank may (i) declare the principal of the Purchase Price, together with the accrued interest on all unpaid installments thereof, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Agreement to the contrary notwithstanding, and (ii) exercise any other remedies available to IBank in law or at equity.

Immediately upon becoming aware of the occurrence of an Event of Default, IBank shall give notice of such Event of Default to the Purchaser by telephone, telecopier, facsimile or other telecommunication device, promptly confirmed in writing. This provision, however, is subject to the condition that if, at any time after the principal of the Purchase Price shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Purchaser shall deposit with IBank a sum sufficient to pay all installments of principal of the Purchase Price due prior to such declaration and all

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Packet Pg. 130 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 41 accrued interest thereon, with interest on such overdue Installment Payments at the rate of the lesser of twelve percent (12%) per annum or the maximum rate permitted by law, and the reasonable expenses of IBank (including but not limited to attorney’s fees and costs), and any and all other defaults known to IBank (other than in the payment of principal of and interest on the Purchase Price due and payable solely by reason of such declaration), including the payment of Additional Payments due and owing, shall have been made good or cured to the satisfaction of IBank or provision deemed by IBank to be adequate shall have been made therefor, then, and in every such case, IBank may, by written notice to the Purchaser, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon.

SECTION 7.02. Remedies.

Upon the occurrence of an Event of Default IBank shall have the following rights, in addition to its rights under Section 7.01:
(a) By mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Purchaser or any member, officer, or employee thereof, and to compel the Purchaser or any such member, officer, or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein;
(b) By suit in equity to enjoin any acts or things which are unlawful or violate the rights of IBank; or
(c) By suit in equity to require the Purchasers and its members, officers, and employees to account as the trustee of an express trust.

SECTION 7.03. Application of Funds upon Default.

All amounts received by IBank pursuant to any right given or action taken by IBank under provisions of this Agreement, or otherwise held by IBank upon the occurrence of an Event of Default, shall be applied by IBank in the following order:
(a) First, to the payment of the costs and expenses of IBank, including reasonable compensation to their agents and attorneys, including IBank employees, as set forth in Section

2.06; and
(b) Second, to the payment of the whole amount of Installment Payments then due and unpaid, with interest on overdue Installment Payments at the rate of the lesser of twelve percent (12%) per annum or the Maximum Rate; provided, however, that in the event such amounts shall be insufficient to pay in full the amount of such Installment Payments, then such amounts shall be applied in the following order of priority:
(1) First, to the payment of all installments of interest on the Purchase Price then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full;

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Packet Pg. 131 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 42 (2) Second, to the payment of principal of all installments of the Purchase Price then due and unpaid, other than principal having come due and payable solely by reason of acceleration pursuant to Section 7.01, on a pro rata basis in the event that the available amounts are insufficient to pay all such principal in full;
(3) Third, to the payment of principal of the Purchase Price then due and unpaid and having come due and payable solely by reason of acceleration pursuant to Section

7.01, on a pro rata basis in the event that the available amounts are insufficient to pay all such principal in full; and
(c) Third, to the payment to IBank of other Additional Payments as described in Section 2.06.

SECTION 7.04. No Waiver.

Nothing in this Article VII or in any other provision of this Agreement shall affect or impair the obligation of the Purchaser, which is absolute and unconditional, to pay from the Net System Revenues and other amounts pledged hereunder, all payments due hereunder, or affect or impair the right of action, which is also absolute and unconditional, of IBank to institute suit to enforce such payment by virtue of the contract embodied in this Agreement.

A waiver of any default by IBank shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of IBank to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default, or an acquiescence therein, and every power and remedy conferred upon IBank by this Article VII may be enforced and exercised from time to time and as often as shall be deemed expedient by IBank.

If a suit, action, or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to IBank, the Purchaser and IBank shall be restored to their former positions, rights, and remedies as if such suit, action, or proceeding had not been brought or taken.

SECTION 7.05. Remedies Not Exclusive.

No remedy herein conferred upon or reserved to IBank is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by law.

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Packet Pg. 132 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 43 ARTICLE VIII

MISCELLANEOUS
SECTION 8.01. California Law; Venue.

This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State. Any action or proceeding arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California, or in the United States District Court in and for the Eastern District of California, unless otherwise expressly agreed to by IBank in its sole and absolute discretion.

SECTION 8.02. Assignment of IBank’s Rights.

The Purchaser hereby agrees and acknowledges that IBank’s rights under this Agreement, collectively or severally, may in IBank’s sole and absolute discretion be assigned by IBank, or by the State, to any party for any purpose, including to the Trustee for the purpose of securing the payment of any bonds, notes, or other obligations issued by IBank and secured by this Agreement and the Installment Payments and Additional Payments, without the need for consent by the Purchaser. Accordingly, the Purchaser agrees to make all payments due hereunder to the Trustee when so directed by IBank, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach hereof or otherwise) that the Purchaser may have from time to time against IBank. The Purchaser agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements, which IBank or the Trustee may request, in their sole and absolute discretion, in connection with any such assignment by IBank.

SECTION 8.03. Third Party Beneficiaries.

The Trustee is hereby expressly designated as a third party beneficiary hereunder for the purpose of enforcing any of the rights hereunder assigned to said Trustee and for the purpose of said Trustee enforcing its own rights. Nothing in this Agreement, expressed or implied, is intended to give to any person other than IBank, the Purchaser, and the Trustee, any right, remedy, or claim under or by reason of this Agreement. All covenants, stipulations, promises, or agreements contained in this Agreement by and on behalf of the Purchaser shall be for the sole and exclusive benefit of IBank, the Trustee, and their permitted assigns.

SECTION 8.04. Successor Entities.

Whenever in this Agreement either the Purchaser or IBank is named or referred to, such reference shall be deemed to include the permitted successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the Purchaser or IBank shall bind and inure to the benefit of the respective permitted successors and assigns thereof, whether so expressed or not. The Trustee will be IBank’s initial assignee.

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Packet Pg. 133 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 44 SECTION 8.05. Discharge of Agreement.

Upon the Purchaser’s payment of the outstanding principal of, outstanding interest on, the Purchase Price, together with all Additional Payments, pursuant to this Agreement, then all obligations of IBank under this Agreement, all obligations of the Purchaser under this Agreement with respect to the Purchase Price, and, at the written election of the Purchaser, the pledge of and lien upon the Net System Revenues and all legally available amounts in the Enterprise Fund provided for in this Agreement, shall cease and terminate, excepting only the obligations of the Purchaser pursuant to the tax covenants herein, including but not limited to Section 5.07, indemnification obligations, including but not limited to Section 8.14, and the choice of law and venue provisions under Section 8.01. Notice of such election shall be filed with IBank.

SECTION 8.06. Amendment.

No term or provision of this Agreement may be waived or otherwise modified except by a written agreement signed by the Parties. The Parties acknowledge and agree that the previous sentence shall be interpreted, enforced, and adhered to strictly, notwithstanding any legal doctrine, rule, statute, or case law that may permit oral modification of this Agreement, or that may find under certain circumstances the portion of this Section 8.06 requiring all modifications to this Agreement be in writing is waived orally or by the Parties’ conduct. To the greatest extent permissible under the law, the Parties hereby agree to waive any legal doctrine, rule, statute, or case law that permits, or could be construed to permit, modification of this Agreement by means other than a writing signed by both Parties.

SECTION 8.07. Waiver of Personal Liability.

No member, officer, agent, or employee of the Purchaser shall be individually or personally liable for the payment of the principal or the interest under this Agreement; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official duty provided by law.

SECTION 8.08. Arm’s Length Transaction.

The Purchaser acknowledges and agrees that IBank is acting solely as seller under this Agreement and not an advisor to the Purchaser, including that: (i) the transaction contemplated by this Agreement is an arm’s-length commercial transaction, (ii) in connection therewith and with the financing discussions, undertakings and procedures leading up to the consummation of such transaction, IBank is and has been acting solely as a principal and is not acting as the agent or fiduciary of or in any way advising the Purchaser, including, without limitation, a “Municipal Advisor” as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules, (iii) IBank has not provided any advice or assumed an advisory or fiduciary responsibility in favor of the Purchaser with respect to the financing contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether IBank, or any party related to IBank, has provided other services, or advised, or is currently providing other services, or advising, the Purchaser on other matters) and IBank has no obligation to the Purchaser with respect to the financing contemplated hereby except the obligations expressly set forth in this Agreement, (iv) IBank has financial and other

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Packet Pg. 134 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 45 interests that differ from those of the Purchaser , and (v) the Purchaser has consulted its own legal, financial and other advisors to the extent it has deemed appropriate.

SECTION 8.09. Notices.

All written notices to be given under this Agreement shall be given by first-class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time, except that notices from the Purchaser to IBank shall be given by registered mail, or by telecommunication confirmed in writing. Notice shall be effective forty-eight (48) hours after deposit in the United States mail, postage prepaid or, in the case of any notice to IBank, or in the case of personal delivery to any person, upon actual receipt at the address set forth below:

If to IBank:

California Infrastructure and Economic Development Bank Attn: Loan Servicing Manager, Agreement Number 23-147
P.O. Box 2830
Sacramento, CA 95812-2830
For overnight mail or personal delivery only:

California Infrastructure and Economic Development Bank Attn: Loan Servicing Manager, Agreement Number 2-147
1325 J Street, Suite 1300
Sacramento, CA 95814
With a copy to the General Counsel of IBank at the same address.

If to the Purchaser: City of Pacifica
City Hall
540 Crespi Drive
Pacifica, CA 94044
Attn: City Manager
Or to such other address as may be designated in writing by the Purchaser.

SECTION 8.10. Contact Persons.
(a) The Executive Director of IBank or such other person as designated in writing by IBank shall manage this Agreement for IBank and shall have authority to make determinations and findings with respect to each controversy arising under or in connection with the interpretation, performance, or payment for work performed under this Agreement. (b) The Purchaser’s contact person shall be its City Manager, or such other person as may be designated in writing by the Purchaser (the “Purchaser Representative”). The Purchaser’s City Manager shall be the Purchaser Representative for the administration of this Agreement and shall have full authority to act on behalf of the Purchaser and may designate in writing another person or persons authorized to request disbursement of Facility Funds. All

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Packet Pg. 135 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 46 communications given to the Purchaser’s City Manager shall be as binding as if given to the Purchaser.

SECTION 8.11. Partial Invalidity.

The illegality, unenforceability, or invalidity of any provision of this Agreement with regard to any Party or circumstance shall not render that provision illegal, unenforceable, or invalid with regard to any other Party or circumstance. All provisions of this Agreement, in all other respects, shall remain legal, enforceable, and valid to the fullest extent permitted by law. If any provision of this Agreement is held to be illegal, unenforceable, or invalid by a court of competent jurisdiction, then such provision shall be deemed severed from this Agreement and this Agreement shall be construed and enforced as if such illegal, unenforceable, or invalid provision had never been part hereof.

SECTION 8.12. Binding Effect.

This Agreement shall inure to the benefit of and shall be binding upon IBank and the Purchaser and their respective successors and assigns.

SECTION 8.13. Entire Agreement.

Except as expressly stated herein, this Agreement, together with the exhibits and attachments hereto, constitutes the entire agreement among the Parties. Except as expressly stated herein, there are no understandings, agreements, representations or warranties, express or implied, not specified herein or therein regarding this Agreement or the Facility financed hereunder. Any terms and conditions of any purchase order or other document submitted by the Purchaser in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on IBank and will not apply to this Agreement.

SECTION 8.14. Indemnification.

The Purchaser shall, to the fullest extent permitted by law, indemnify, protect, hold harmless, save and keep harmless IBank and its members, directors, officers, attorneys, advisors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all liability, obligations, losses, claims, demands, damages, actions, causes of action, liens, stop payment notices, or costs whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses as incurred, penalties and interest (collectively, a “Claim”), arising out of, related to or as the result of entering into this Agreement, and the acquisition, construction, operation, use, condition, or possession of the Facility and any portion thereof, including without limitation:
(a) any accident in connection with the operation, use, condition, or possession of the Facility resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the Purchaser or IBank;

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Packet Pg. 136 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 47 (b) patent, trademark or copyright infringement, or similar claims as a consequence of the operation, use, occupancy, or maintenance of the Facility; (c) strict liability in tort as a consequence of the operation, use, occupancy, or maintenance of the Facility;
(d) any Claim based upon any environmental law or regulation relating to the Facility; (e) any Claim of any nature directly arising from or related to the Facility, which Claim is based upon the operation of the Facility from and after the Effective Date; (f) the existence, placement, delivery, storage, or release of hazardous materials on or from the Facility or contamination of property, arising therefrom; (g) either (a) the application of the Facility Funds, or other amounts treated as “gross proceeds” of the Proceeds Bonds or Secured Bonds in such manner that any portion of the Proceeds Bonds or Secured Bonds becomes an “arbitrage bond” within the meaning of Code sections 103(b)(2) and 148, with the result that interest on the Proceeds Bonds or Secured Bonds is or becomes subject to federal income taxation of the holder of the Proceeds Bonds or Secured Bonds; or (b) if as a result of any act, failure to act, or use of the proceeds of any portion of the Facility Funds or the Facility, or any misrepresentation or inaccuracy in any of the representations, warranties, or covenants contained in this Agreement or the enactment of any federal legislation or the promulgation of any federal rule or regulation after the date of this Agreement, all or any portion of the interest on any portion of the Proceeds Bonds or Secured Bonds becomes subject to federal income taxation;
(h) the consummation or carrying out of any of the transactions contemplated by this Agreement or any related document; and
(i) information provided by the Purchaser which is used in connection with the Proceeds Bonds or the Secured Bonds.

The indemnification arising under this Section 8.14 shall continue in full force and effect notwithstanding the full payment of all obligations hereunder and shall survive the termination of this Agreement for any reason. Any party seeking indemnity hereunder shall promptly give notice to the Purchaser of any Claim or liability hereby indemnified against upon learning of any circumstances giving rise to any such Claim or liability. The Purchaser’s obligation to indemnify, defend, protect, hold harmless, save, and keep harmless the Indemnified Parties as provided in this Section 8.14 shall arise immediately upon any Claim covered under this Section

8.14 being asserted against an Indemnified Party, whether orally, in writing, or in any court or administrative action or proceeding.

SECTION 8.15. Expectations.

The undersigned is an authorized representative of the Purchaser acting for and on behalf of the Purchaser in executing this Agreement. To the best of the knowledge and belief of the

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Packet Pg. 137 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 48 undersigned, there are no other facts, estimates or circumstances that would materially change the expectations as set forth herein, and said expectations are reasonable.

SECTION 8.16. Section Headings.

All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision hereof.

SECTION 8.17. Time of the Essence.

Subject to the remainder of this Section 8.17, time is of the essence with respect to this Agreement and the performance of each obligation contained in this Agreement. Whenever the time for performance of any obligation under this Agreement, or if under this Agreement a Party must act by a particular time or date, or if an act is effective only if done by a particular time or date, and the last date for performance of such obligation or the doing or effectiveness of such act falls on a Saturday, Sunday, or legal holiday in the State, the time for performance of such obligation or the doing or effectiveness of such act shall be extended to the next day that is not a Saturday, Sunday, or a legal holiday in the State. The first day shall be excluded and the last day shall be included when computing the time in which an obligation is to be performed or an act is to be done under this Agreement. Unless otherwise provided herein all time periods shall end at 5:00 p.m. California time.

SECTION 8.18. Form of Documents.

The form and substance of all documents and instruments to be delivered to IBank under the terms of this Agreement, if any, shall be at all times subject to IBank’s approval, in its reasonable discretion. No document or instrument delivered to IBank, or to be delivered to IBank, or which is subject to the approval of IBank, shall be amended, modified, superseded, or terminated in any respect whatsoever without IBank’s prior written approval.

SECTION 8.19. Waiver of Consequential Damages.

To the fullest extent permitted by law, the Purchaser shall not assert, and hereby waives, any claim against IBank on any theory of liability for special, indirect, consequential, or punitive damages (as opposed to direct actual damages) arising from, or in connection with, this Agreement.

SECTION 8.20. Nondiscrimination.
(a) During the performance of this Agreement, the Purchaser shall ensure that any direct contractor and its subcontractors constructing the Facility shall not deny the contracts’ benefits to any person on the basis of race, color, religion, ancestry, national origin, ethnic group identification, marital status, gender, sex, sexual orientation, age, medical condition, physical handicap or disability, mental disability, political affiliation, or position in a labor dispute, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, color, religion, national origin, ethnic group identification, ancestry, physical handicap or

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Packet Pg. 138 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 49 disability, mental disability, medical condition, marital status, age, gender, sex, sexual orientation, political affiliation, or position in a labor dispute. The Purchaser shall ensure that any direct contractor and its subcontractor shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. (b) The Purchaser shall ensure that any direct contractor and its subcontractors constructing the Facility shall comply with the applicable provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.), the regulations promulgated thereunder (Title 2, California Code of Regulations, section 7285.0 et seq.) the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (sections 11135-11139.5) and any regulations promulgated thereunder.
(c) The Purchaser shall ensure that any direct contractor and its subcontractors constructing the Facility shall not knowingly give preferential treatment of any kind whatsoever in connection with any business transaction related to the construction or operation of the Facility to any of its affiliates or to any business enterprise in which the Purchaser has any financial interest, but in such business transactions shall deal at all times with such affiliates and enterprises on the same basis as though dealing with any other parties. (d) The Purchaser shall ensure that any direct contractor and its subcontractors constructing the Facility shall, with respect to the Facility, give written notice of their obligations under this section to labor organizations representing employees of the Purchaser and any contractor or subcontractor performing work on the Facility which have a collective bargaining or other contract with the Purchaser, such contractor or subcontractor. (e) The Purchaser shall ensure that any direct contractor and its subcontractors constructing the Facility shall include the provisions of this section in all subcontracts to perform work with respect to the Facility.

SECTION 8.21. Execution in Counterparts.

This Agreement shall become enforceable upon its execution and delivery. This Agreement may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

SECTION 8.22. Disclaimer of Warranties.

IBank makes no warranty or representation, either express of implied, as to the value, design, condition, merchantability, or fitness for any particular purpose or fitness for the use contemplated by the Purchaser for the Facility, or any item thereof, or any other representation or warranty with respect to the Facility or any item thereof.

SECTION 8.23. Usury Savings.

Nothing herein shall be construed as entitling IBank to charge, receive, or collect interest in a sum greater than the maximum interest rate permitted to be charged by IBank to the Purchaser under applicable law (the “Maximum Rate”). The Parties intend that this Agreement

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Packet Pg. 139 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 50 shall comply with applicable law and that the rate or rates of interest charged hereunder shall not exceed the Maximum Rate. If the occurrence of any circumstance, event or contingency should cause such interest to exceed interest at the Maximum Rate, any such excess amount shall be applied to the reduction of the unpaid principal component of the Installment Payments. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a different permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date.

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Packet Pg. 140 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 51 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their respective officers on the dates set forth below.

CALIFORNIA INFRASTRUCTURE AND
ECONOMIC DEVELOPMENT BANK, as Seller
By_______________________________________
Clint Kellum
Chief Deputy Executive Director
Date_____________________________________
City of Pacifica, as Purchaser
By_______________________________________
Kevin Woodhouse
City Manager
Date_____________________________________

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Packet Pg. 141 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater A-1

EXHIBIT A

APPROVING RESOLUTION OF THE PURCHASER
[See Attached]

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater

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Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater B-1

EXHIBIT B

DESCRIPTION OF FACILITY
Generally, the Facility involves the repair and replacement of the Borrower’s system in the Lower Linda Mar neighborhood and of the system’s UV Disinfection facility. The Facility includes, but is not limited to, design, engineering, architecture, construction, construction contingency, demolition, removal, resurfacing, restoration, landscaping, permitting, construction management, project administration, and general project development activities.

More specifically, the Facility includes consists of the following components:
•Excavating and grading the sites;
•Installation of approximately 19,580 linear feet (LF) of sewer mainlines in the Lower Linda Mar neighborhood;
•Replacement of an approximately 6-inch vitrified clay pipe (VCP) sanitary sewer mainline with new 8-inch High-density polyethylene (HDPE) pipe by pipe bursting; •Replacement of 307 of 20-in VCP sanitary sewer mainline with new 27-inch PVC by open trench;
•Lateral reconnection, and Inflow and Infiltration (I&I) resealing of 66 manholes and replacement of 5 manholes;
•Replacement of the UV Disinfection System component;
•Appurtenant work such as landscaping, and fencing; and •Other components necessary or desirable in connection with an infrastructure project of this type and that are consistent with the applicable requirements of the IBank Act and the Criteria.

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Packet Pg. 146 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater C-1

EXHIBIT C

CONDITIONS PRECEDENT TO DISBURSEMENT
A. Conditions Precedent to Initial Disbursement
No Facility Funds shall be disbursed pursuant to this Agreement until and unless the Purchaser has submitted the following to IBank:
(1) Insurance Certificate of the Purchaser required by Section 5.22; and (2) Evidence satisfactory to IBank, in its reasonable discretion, that all conditions to the obligations of this Agreement being on parity with the 2012 Loan and Installment Sale Agreement, the 2014 Wastewater Revenue Refunding Bond, and the 2017 Installment Sale Agreement, and the obligations under the 2012 Loan and Installment Sale Agreement, the 2014 Wastewater Revenue Refunding Bond, and the 2017 Installment Sale Agreement have been satisfied, to the effect that (a) no default shall have occurred and be continuing under the 2012 Loan and Installment Sale Agreement, the 2014 Wastewater Revenue Refunding Bond, and the 2017 Installment Sale Agreement, and (b) Net System Revenues, as calculated by an independent certified public accountant, for the most recent Fiscal Year for which audited financial statements are available, or for any more recent twelve (12) month period, equal at least one hundred twentyfive percent (125%) of Maximum Annual Debt Service (including the Installment Payments and Additional Payments).

B. Conditions Precedent to Disbursement for Construction Costs No Facility Funds shall be disbursed for construction costs for the Facility until and unless the Purchaser has submitted the following to IBank:
(1) A copy of the Purchaser’s direct contractor(s)’ builder’s risk, commercial general liability, and worker’s compensation insurance policies satisfying the requirements of Section 5.22, unless specifically waived by IBank; (2) A copy of the Purchaser’s direct contractor’s payment and performance bonds satisfying the requirements set forth in Section 5.19 of this Agreement; and (3) A copy of the executed direct contract(s) for the Facility between the Purchaser and its direct contractor(s), including any exhibits, attachments, or change orders, if and when applicable.

C. Conditions Precedent to Final Disbursement
The final disbursement of Facility Funds shall not be made until the Purchaser has provided the following to IBank:
(1) Recorded notice of completion for the Facility or other evidence of completion satisfactory to IBank;

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(2) Lien waivers for the Facility, or evidence of the passage of the applicable statutory time periods for filing mechanics and other similar liens; and (3) Certification by the Purchaser that the Facility has been completed according to its approved final plans and specifications, that the completed Facility is consistent with the definition of Facility in this Agreement and is acceptable to IBank.

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Packet Pg. 148 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater

EXHIBIT D

FORM OF OPINION OF LEGAL COUNSEL TO PURCHASER
Attorney letterhead
To be signed and dated as of the Effective Date
[Insert Purchaser name and address]
California Infrastructure and Economic Development Bank 1325 J St. Suite 1300
Sacramento, CA 95814
RE: Installment Sale Agreement, By and Among the [Insert Purchaser name] and the California Infrastructure and Economic Development Bank (“IBank”), dated as of _______________, 2015.

Ladies and Gentlemen:

In my capacity as legal counsel to the [Insert Purchaser name and shorthand name, i.e., (the “City”)] and in connection with the above described financing agreement (the “Financing Agreement”), I have examined the laws pertaining to the [City]; [Reference Charter, if any]; copies of the Financing Agreement; [Identify Purchaser Resolution] (the “Resolution”); [Reference any Parity Debt Instruments]; [Reference any other agreements or instruments key to the financing, such as leases related to the Facility]; the rate and fee structure for the [City]’s [Identify Purchaser’s System, i.e., “stormwater collection and conveyance system”] and such other information and documents as I considered necessary to render this opinion.

Based upon the foregoing, it is my opinion that:
(i) the [City] is a municipal corporation and a public instrumentality of the State of California duly organized and validly existing pursuant to the laws of the State of California; (ii) the Resolution and other actions of the [City] approving and authorizing the execution and delivery of the Financing Agreement were duly adopted at a meeting of the governing body of the [City] which was called and held pursuant to law, in accordance with [Insert the following if a Charter: “the Charter and with”] all public notice required by law and at which a quorum was present and acting throughout and such approval and authority is continuing and in full force and effect as of the date hereof;
(iii) the [City] has the full right and lawful authority to execute and deliver the Financing Agreement and the Financing Agreement has been duly authorized and executed on behalf of the [City] and the Financing Agreement is the legal, valid and binding obligations of the [City] enforceable in

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Packet Pg. 149 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater accordance with its terms [Insert the following if a Charter: “and under the Charter”], except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors' rights generally; (iv) to the best of my knowledge, after due inquiry, the execution and delivery of the Financing Agreement and compliance with the provisions thereof, under the circumstances contemplated thereby, does not and will not, in any material respect, conflict with or constitute on the part of the [City] a breach of or default under any agreement or other instrument to which the [City] is a party[Reference any existing Parity Debt and any other agreements and instruments key to the financing, i.e., “including the lease of stormwater conveyance capacity in the County of XXX’s stormwater collection system”], or by which it is bound or any existing law, regulation, court order or consent decree to which the [City] is subject;
[Insert the following if there is existing Parity Debt: “(v) the obligations of the[City] under the Financing Agreement constitutes permitted parity obligations under the [Reference Parity Debt and Parity Debt Instruments] and are on parity with the obligations of the City under the [Reference Parity Debt and Parity Debt Instruments];”]
[Insert the following if appropriate: “(vi) the rates, fees and charges the [City] imposes on its [identify type of system, i.e., “stormwater conveyance system,” but if single purpose entity such as a water district reference to “customers” alone is sufficient] customers are legal, valid and comply with California Constitution article XIIID, the statues implementing it, and the published California Appellate Court and Supreme Court decisions interpreting it; (vii) to the best of my knowledge, after due inquiry, there is no action, suit, proceeding, inquiry or investigation before or by any court or public body pending or threatened against or affecting the [City]: (1) challenging or questioning the transactions contemplated by the Financing Agreement or any other agreement, document or certificate related to such transactions; (2) challenging or questioning the creation, organization, existence or powers of the [City]; (3) seeking to enjoin or restrain the execution of the Financing Agreement or the construction of the Facility (as defined in the Financing Agreement) or the collection of any of the revenues used for making payments under the Financing Agreement; (4) in any way questioning or affecting any authority for the execution of the Financing Agreement or the validity or enforceability of the Financing Agreement; or (6) in any way questioning or affecting any other agreement or instrument relating to the Financing Agreement to which the [City] is a party.

Sincerely,
_________________________
[Insert attorney name]
City Attorney, [Identity of Purchaser]

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Packet Pg. 150 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater

EXHIBIT E
AMORTIZATION SCHEDULE [See Attached]

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Packet Pg. 151 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater Payment
Date
Ending
Principal
Balance
Principal
Payment
Interest
Payment
Total Principal
& Interest Annual Fee Total Payment
Total Payment
Fiscal Year
Ending June 30
10-May-2023 $21,000,000.00
1-Oct-2023 $20,629,305.21 $370,694.79 $333,935.00 $704,629.79 $63,000.00 $767,629.79 1-Apr-2024 $418,774.90 $418,774.90 $418,774.90 $1,186,404.68 1-Oct-2024 $20,243,560.22 $385,744.99 $418,774.90 $804,519.89 $61,887.92 $866,407.81 1-Apr-2025 $410,944.27 $410,944.27 $410,944.27 $1,277,352.08 1-Oct-2025 $19,842,153.98 $401,406.24 $410,944.27 $812,350.51 $60,730.68 $873,081.19 1-Apr-2026 $402,795.73 $402,795.73 $402,795.73 $1,275,876.92 1-Oct-2026 $19,424,450.64 $417,703.33 $402,795.73 $820,499.06 $59,526.46 $880,025.52 1-Apr-2027 $394,316.35 $394,316.35 $394,316.35 $1,274,341.87 1-Oct-2027 $18,989,788.55 $434,662.09 $394,316.35 $828,978.44 $58,273.35 $887,251.79 1-Apr-2028 $385,492.71 $385,492.71 $385,492.71 $1,272,744.50 1-Oct-2028 $18,537,479.18 $452,309.37 $385,492.71 $837,802.08 $56,969.37 $894,771.44 1-Apr-2029 $376,310.83 $376,310.83 $376,310.83 $1,271,082.27 1-Oct-2029 $18,066,806.05 $470,673.13 $376,310.83 $846,983.96 $55,612.44 $902,596.40 1-Apr-2030 $366,756.16 $366,756.16 $366,756.16 $1,269,352.56 1-Oct-2030 $17,577,023.59 $489,782.46 $366,756.16 $856,538.62 $54,200.42 $910,739.04 1-Apr-2031 $356,813.58 $356,813.58 $356,813.58 $1,267,552.62 1-Oct-2031 $17,067,355.96 $509,667.63 $356,813.58 $866,481.21 $52,731.07 $919,212.28 1-Apr-2032 $346,467.33 $346,467.33 $346,467.33 $1,265,679.60 1-Oct-2032 $16,536,995.83 $530,360.13 $346,467.33 $876,827.46 $51,202.07 $928,029.53 1-Apr-2033 $335,701.02 $335,701.02 $335,701.02 $1,263,730.54 1-Oct-2033 $15,985,103.07 $551,892.76 $335,701.02 $887,593.77 $49,610.99 $937,204.76 1-Apr-2034 $324,497.59 $324,497.59 $324,497.59 $1,261,702.35 1-Oct-2034 $15,410,803.47 $574,299.60 $324,497.59 $898,797.19 $47,955.31 $946,752.50 1-Apr-2035 $312,839.31 $312,839.31 $312,839.31 $1,259,591.81 1-Oct-2035 $14,813,187.30 $597,616.17 $312,839.31 $910,455.48 $46,232.41 $956,687.89 1-Apr-2036 $300,707.70 $300,707.70 $300,707.70 $1,257,395.59 1-Oct-2036 $14,191,307.92 $621,879.38 $300,707.70 $922,587.08 $44,439.56 $967,026.65 1-Apr-2037 $288,083.55 $288,083.55 $288,083.55 $1,255,110.20 1-Oct-2037 $13,544,180.23 $647,127.68 $288,083.55 $935,211.24 $42,573.92 $977,785.16 1-Apr-2038 $274,946.86 $274,946.86 $274,946.86 $1,252,732.02 1-Oct-2038 $12,870,779.17 $673,401.07 $274,946.86 $948,347.93 $40,632.54 $988,980.47 1-Apr-2039 $261,276.82 $261,276.82 $261,276.82 $1,250,257.29 1-Oct-2039 $12,170,038.01 $700,741.15 $261,276.82 $962,017.97 $38,612.34 $1,000,630.31 1-Apr-2040 $247,051.77 $247,051.77 $247,051.77 $1,247,682.08 1-Oct-2040 $11,440,846.77 $729,191.24 $247,051.77 $976,243.01 $36,510.11 $1,012,753.13 1-Apr-2041 $232,249.19 $232,249.19 $232,249.19 $1,245,002.32 1-Oct-2041 $10,682,050.36 $758,796.41 $232,249.19 $991,045.60 $34,322.54 $1,025,368.14 1-Apr-2042 $216,845.62 $216,845.62 $216,845.62 $1,242,213.76 1-Oct-2042 $9,892,446.82 $789,603.54 $216,845.62 $1,006,449.16 $32,046.15 $1,038,495.32 1-Apr-2043 $200,816.67 $200,816.67 $200,816.67 $1,239,311.99 1-Oct-2043 $9,070,785.38 $821,661.45 $200,816.67 $1,022,478.12 $29,677.34 $1,052,155.46 1-Apr-2044 $184,136.94 $184,136.94 $184,136.94 $1,236,292.40 1-Oct-2044 $8,215,764.48 $855,020.90 $184,136.94 $1,039,157.84 $27,212.36 $1,066,370.20 1-Apr-2045 $166,780.02 $166,780.02 $166,780.02 $1,233,150.22 1-Oct-2045 $7,326,029.73 $889,734.75 $166,780.02 $1,056,514.77 $24,647.29 $1,081,162.06 1-Apr-2046 $148,718.40 $148,718.40 $148,718.40 $1,229,880.46 1-Oct-2046 $6,400,171.75 $925,857.98 $148,718.40 $1,074,576.38 $21,978.09 $1,096,554.47 1-Apr-2047 $129,923.49 $129,923.49 $129,923.49 $1,226,477.96 1-Oct-2047 $5,436,723.93 $963,447.81 $129,923.49 $1,093,371.30 $19,200.52 $1,112,571.82 1-Apr-2048 $110,365.50 $110,365.50 $110,365.50 $1,222,937.31 1-Oct-2048 $4,434,160.14 $1,002,563.79 $110,365.50 $1,112,929.29 $16,310.17 $1,129,239.46 1-Apr-2049 $90,013.45 $90,013.45 $90,013.45 $1,219,252.91 1-Oct-2049 $3,390,892.25 $1,043,267.88 $90,013.45 $1,133,281.34 $13,302.48 $1,146,583.82 1-Apr-2050 $68,835.11 $68,835.11 $68,835.11 $1,215,418.93 1-Oct-2050 $2,305,267.69 $1,085,624.56 $68,835.11 $1,154,459.67 $10,172.68 $1,164,632.35 1-Apr-2051 $46,796.93 $46,796.93 $46,796.93 $1,211,429.28 1-Oct-2051 $1,175,566.78 $1,129,700.92 $46,796.93 $1,176,497.85 $6,915.80 $1,183,413.66 1-Apr-2052 $23,864.01 $23,864.01 $23,864.01 $1,207,277.66 1-Oct-2052 $0.00 $1,175,566.78 $23,864.01 $1,199,430.78 $3,526.70 $1,202,957.48 $1,202,957.48
Total Payments: $21,000,000.00 $15,180,178.59 $36,180,178.59 $1,160,013.07 $37,340,191.67 $37,340,191.67

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Packet Pg. 152 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater F-1

EXHIBIT F

SCHEDULE OF SOURCES AND USES OF FACILITY FUNDS
SOURCES and USES
Uses Sources
IBank City Total
Construction and Contingency $20,790,000 $20,790,000
IBank Origination Fee $210,000 210,000
Total $21,000,000 $21,000,000

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Packet Pg. 153 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater

TABLE OF CONTENTS
Page
i

ARTICLE I DEFINITIONS, RULES OF CONSTRUCTION, AND CONDITIONS PRECEDENT ................................................................................................................................ 2 SECTION 1.01. Definitions............................................................................................. 2 SECTION 1.02. Rules of Construction............................................................................ 9 SECTION 1.03 Conditions Precedent………………..……………..…………………..9 ARTICLE II TERMS OF SALE................................................................................................. 10 SECTION 2.01. Purchase and Sale................................................................................ 10 SECTION 2.02. Design, Acquisition, Construction, and Sale of the Facility............... 10 SECTION 2.03. Payment of Purchase Price; Term; Interest Rates............................... 11 SECTION 2.04. Payment on Business Days. ................................................................ 13 SECTION 2.05. Disbursement of Facility Funds. ......................................................... 12 SECTION 2.06. Additional Payments. .......................................................................... 13 SECTION 2.07. Reserved.............................................................................................. 14 SECTION 2.08. Limitations on Prepayment and Facility Funds Reductions. .............. 14 SECTION 2.09. Validity of Pledge and First Lien........................................................ 15 SECTION 2.10. Limited Obligation.............................................................................. 16 SECTION 2.11. Permitted Additional Parity Debt........................................................ 16 SECTION 2.12. Purchaser’s Obligation for Other Facility Costs. ................................ 17 SECTION 2.13. Facility Description............................................................................. 18 SECTION 2.14. Withholding of Facility Funds. ........................................................... 18 SECTION 2.15. Reserve Account ................................................................................. 18 SECTION 2.16. Permitted Subordinate Debt…………………………………………..18 ARTICLE III PLEDGE OF REVENUES; APPLICATION OF FUNDS.................................. 19 SECTION 3.01. Pledge of Net System Revenues. ........................................................ 19 SECTION 3.02. Sytem Revenues to be Deposited in the Enterprise Fund. .................. 20 SECTION 3.03. Priority of Payments Made from the Enterprise Fund. ....................... 20 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER............ 21 SECTION 4.01. Organization; Authority. ..................................................................... 21 SECTION 4.02. Agreement Valid and Binding. ........................................................... 21 SECTION 4.03. No Conflict in Execution of Agreement. ............................................ 21 SECTION 4.04. No Litigation. ...................................................................................... 21 SECTION 4.05. No Breach or Default. ......................................................................... 22 SECTION 4.06. No Consent, Approval, or Permission Necessary. .............................. 22 SECTION 4.07. Accuracy and Completeness of Information Submitted to IBank................................................................................................... 22 SECTION 4.08. Financial Statements of the Purchaser. ............................................... 22 SECTION 4.09. Licenses, Permits, and Approvals for Completion of the Facility ...... 22 SECTION 4.10. Authority to Operate the System......................................................... 22 SECTION 4.11. Valid Title; No Conflict. ..................................................................... 22

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TABLE OF CONTENTS
Page
ii
SECTION 4.12. Other Liens; No Lien Senior to IBank Lien........................................ 23 SECTION 4.13. Purchaser's Compliance with Prop 218 Law…………..…………….23 SECTION 4.14. No Challenge to Purchaser's Rates, Fees and Charges...…………….23 SECTION 4.15. Facility Construction Constitutes Capital Improvements.......……….23 SECTION 4.16. Continuing Validity of Representations and Warranties…………….23 ARTICLE V AFFIRMATIVE COVENANTS OF THE PURCHASER ................................... 24 SECTION 5.01. Punctual Payment................................................................................ 24 SECTION 5.02. Payment of Claims. ............................................................................. 24 SECTION 5.03. Books and Accounts; Financial Statements. ....................................... 24 SECTION 5.04. Protection of IBank’s Security and Rights.......................................... 26 SECTION 5.05. Payments of Taxes and Other Charges. .............................................. 26 SECTION 5.06. Maintenance of System Revenues; Rate Covenant............................. 26 SECTION 5.07. Tax Covenants..................................................................................... 28 SECTION 5.08. Maintenance and Operation of System. .............................................. 28 SECTION 5.09. Assumption of Obligations. ................................................................ 31 SECTION 5.10. Damage, Destruction, Title Defect, and Condemnation; Use of Net Proceeds........................................................................................ 31 SECTION 5.11. Entry into Replacement Agreement.................................................... 33 SECTION 5.12. Further Assurances.............................................................................. 33 SECTION 5.13. Agreement to Complete Facility Delivery .......................................... 33 SECTION 5.14. Collection of Rates, Fees and Charges................................................ 34 SECTION 5.15. The Purchaser’s General Responsibility............................................. 34 SECTION 5.16. The Purchaser’s Assurances and Commitments. ................................ 34 SECTION 5.17. Facility Access. ................................................................................... 35 SECTION 5.18. Operation and Maintenance of the Facility......................................... 35 SECTION 5.19. Performance and Payment Bonds. ...................................................... 35 SECTION 5.20. Continuing Disclosure......................................................................... 36 SECTION 5.21. Notice of Purchaser Event of Default. ................................................ 36 SECTION 5.22. Maintenance of Insurance. .................................................................. 36 SECTION 5.23. Facility Construction........................................................................... 37 SECTION 5.24. Compliance with Contracts................................................................. 38 SECTION 5.25. Maintenance of Lien Parity................................................................. 38 SECTION 5.24. Covenant to Comply with Prop 218 Law............................................ 38 ARTICLE VI NEGATIVE COVENANTS OF THE PURCHASER......................................... 39 SECTION 6.01. Limitation on Additional Obligations; No Senior Debt...................... 39 SECTION 6.02. Disposition of Property. ...................................................................... 39 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES..................................................... 39 SECTION 7.01. Events of Default and Acceleration. ................................................... 39 SECTION 7.02. Remedies............................................................................................. 41 SECTION 7.03. Application of Funds upon Default..................................................... 41 SECTION 7.04. No Waiver. .......................................................................................... 42

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TABLE OF CONTENTS
Page
iii
SECTION 7.05. Remedies Not Exclusive. .................................................................... 42 ARTICLE V MISCELLANEOUS.............................................................................................. 42 SECTION 8.01. California Law; Venue........................................................................ 42 SECTION 8.02. Assignment of IBank’s Rights. ........................................................... 43 SECTION 8.03. Third Party Beneficiaries. ................................................................... 43 SECTION 8.04. Successor Entities................................................................................ 43 SECTION 8.05. Discharge of Agreement. .................................................................... 43 SECTION 8.06. Amendment......................................................................................... 44 SECTION 8.07. Waiver of Personal Liability. .............................................................. 44 SECTION 8.08. Arm’s Length Transaction. ................................................................. 44 SECTION 8.09. Notices................................................................................................. 44 SECTION 8.10. Contact Persons……………………………………………….……...45 SECTION 8.11. Partial Invalidity.................................................................................. 45 SECTION 8.12. Binding Effect. .................................................................................... 46 SECTION 8.13. Entire Agreement…………………………………………..…………46
SECTION 8.14. Indemnification. .................................................................................. 46 SECTION 8.15. Expectations…………………………………………………………..47
SECTION 8.16. Section Headings……………………………………………………..47
SECTION 8.17. Time of the Essence…………………………………………………..47 SECTION 8.18. Form of Documents…………………………………………………..48
SECTION 8.19. Waiver of Consequential Damages…………………………………..48 SECTION 8.20. Nondiscrimination……………………………………………………48
SECTION 8.21. Execution in Counterparts................................................................... 49 SECTION 8.22. Disclaimer of Warranties. ................................................................... 49 SECTION 8.23. Usury Savings………………………………………………………...49
EXHIBIT A APPROVING RESOLUTION OF THE PURCHASER.............................A-1 EXHIBIT B DESCRIPTION OF FACILITY .................................................................. B-1 EXHIBIT C CONDITIONS PRECEDENT TO DISBURSEMENT............................... C-1 EXHIBIT D FORM OF OPINION OF LEGAL COUNSEL TO PURCHASER............D-1 EXHIBIT E AMORTIZATION SCHEDULE..................................................................E-3 EXHIBIT F SCHEDULE OF SOURCES AND USES OF FACILITY FUNDS.............F-1

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Packet Pg. 156 Attachment: Attachment 1_ISA final (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially fund Wastewater 4857-6624-2913 v1

AGREEMENT

BETWEEN THE CITY OF PACIFICA AND JONES HALL,

A PROFESSIONAL LAW CORPORATION, FOR BOND

COUNSEL SERVICES IN CONNECTION WITH

WASTEWATER PROJECT FINANCING THROUGH THE

INFRASTRUCTURE AND ECONOMIC DEVELOPMENT
BANK
This AGREEMENT (this “Agreement”) is entered into as of this 8th day of May, 2023, between the CITY OF PACIFICA, a municipal corporation organized and existing under the laws of the State of California (the “City”) and JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California (“Attorneys”).

BACKGROUND:

1. The City owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”), and the City wishes to provide financing for the improvements to the Wastewater System. 2 In order to finance such improvements to the Wastewater System, the City has applied for financing from the Infrastructure And Economic Development Bank (the “Infrastructure Bank”) through its program under the Bergeson-Peace Infrastructure and Economic Development Bank Act.

3. In connection with the financing of such projects by the Infrastructure Bank, the City requires the advice and assistance of nationally-recognized bond counsel to provide necessary legal services, and Attorneys are competent to provide such legal services and have previously represented the City as its bond counsel on financings undertaken to provide financing for the Wastewater System.

AGREEMENT:

In consideration of the mutual covenants hereinafter contained, and for other good and valuable consideration, the City and Attorneys hereby agree as follows:

1. Attorney-Client Relationship. Upon execution of this Agreement, the City will be Attorney’s client and an attorney-client relationship will exist between the City and Attorneys. Attorneys assume that the Infrastructure Bank and other parties to the transaction will retain such counsel, as they deem necessary and appropriate to represent their interests. Attorneys further assume that all other parties understand that in the transaction Attorneys represent only the City, Attorneys are not counsel to any other party, and Attorneys are not acting as an intermediary among the parties. Attorneys’ services as Bond Counsel as described herein are limited to those contracted for in this Agreement. Attorneys’ representation of the City will not affect, however, its responsibility to render an objective opinion with respect to the financing.

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Packet Pg. 157 Attachment: Attachment 2_ Legal Services Agmt with Jones Hall Pacifica IBank Loan (5340 : Resolution To Authorize City Manager to Execute 4857-6624-2913 v1 -2-

2. Scope of Services. Attorneys shall perform all of the following services (“Services”) as Bond Counsel to the City in connection with the financing to be provided by the Infrastructure Bank for improvements to the Wastewater System:
 Consultation and cooperation with the City attorneys, municipal advisor firms and other consultants, staff and employees of the City in connection with the review of documentation drafted by legal counsel to the Infrastructure Bank relating to the financing, including advising the City on matters relating to the Installment Sale Agreement between the Infrastructure Bank and the City (the “Installment Sale Agreement”).  Reviewing the Installment Sale Agreement for the purpose of ensuring that the provisions thereof are consistent with the legal documentation previously delivered by the City in connection with bonds and other obligations issued by the City to provide financing and refinancing for the Wastewater System, the obligations of the City under which are on a parity with the Installment Sale Agreement.
 Advising the City concerning any and all filings which are required to be made on the Electronic Municipal Market Access (EMMA) system in connection with the financing, including drafting such filings and making such filings on behalf of the City.
 Preparation of a resolution of the City Council approving the Installment Sale Agreement and related transaction agreements, and attending the City Council meeting at which such resolution is considered, if requested to do so by City staff.
 Preparation of legal documents required for the execution and delivery of the Installment Sale Agreement and the closing of the transaction, including but not limited to such documentation as may be required to evidence the Installment Sale Agreement on a parity with other outstanding obligations of the City with respect to the Wastewater System; preparation of all other proceedings incidental or in connection with the financing.  Supervising the closing of the transaction and advising the City concerning the review, execution and delivery of all documentation relating to the closing.
 Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion to the City which addresses the legality of the proceedings of the City for the authorization, execution and delivery of the Installment Sale Agreement and related matters. Such opinion will be addressed to the City and, at the discretion of Attorneys and in accordance with industry practice, may be addressed to the Infrastructure Bank.
 Such other and further services as are normally performed by bond counsel in connection with similar financings, including but not limited to answering any and all questions concerning the financing and the related documents

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Packet Pg. 158 Attachment: Attachment 2_ Legal Services Agmt with Jones Hall Pacifica IBank Loan (5340 : Resolution To Authorize City Manager to Execute 4857-6624-2913 v1 -3-
at any time following the execution and delivery of the Installment Sale Agreement.

Each opinion of Attorneys will be delivered on the date of execution and delivery of the Installment Sale Agreement will be based on facts and law existing as of its date, will cover certain matters not directly addressed by such authorities, and will be in reliance upon the certified proceedings and other certifications of public officials and other persons furnished to Attorneys without undertaking to verify the same by independent investigation.

3. Compensation. For the Bond Counsel services of Attorneys listed in Section 2, the City will pay Attorneys a flat fee equal to $35,000. Said fee is not set by law but is negotiable between Attorneys and the City. All expenses incurred by Attorneys in connection with their services under this Agreement shall be the sole responsibility of Attorneys. Said fee shall be contingent upon the successful execution and delivery of the Installment Sale Agreement.

4. Responsibilities of the City. The City shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the City, or other deemed necessary by Attorneys to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual execution and delivery of the Installment Sale Agreement, costs of other attorneys and professionals, and any other expenses incurred in connection with the execution and delivery of the Installment Sale Agreement.

5. Independent Contractor. Attorneys will act as an independent contractor in performing the services required under this Agreement, and under no circumstances will Attorneys be considered an agent, partner, or employee of the City. Attorneys shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement. Consultant shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as City’s responsibility.

6. Indemnification. Attorneys shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services performed in a negligent manner (collectively "Claims"), defend, indemnify, and hold harmless City, its Officials, officers, employees and agents (the "City Parties"), except to the extent the Claims are attributable to City Parties' gross negligence or willful misconduct. Attorneys shall defend the City Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties. Attorneys shall have no right to seek reimbursement from the City Parties for the costs of defense.

The obligations contained in this Section shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.

7. Liability Insurance Policies. Attorneys shall maintain at their own expense at all times during the term of this Agreement and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII

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Packet Pg. 159 Attachment: Attachment 2_ Legal Services Agmt with Jones Hall Pacifica IBank Loan (5340 : Resolution To Authorize City Manager to Execute 4857-6624-2913 v1 -4-
A. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by Attorneys in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.

B. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of Attorneys and all of Attorneys’ employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $5,000,000 combined single limit coverage and $5,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the Attorneys under this Agreement.

C. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.

D. Policy Terms. Concurrently with execution of this Agreement, Attorneys shall provide City with Certificates of Insurance evidencing that Attorneys have obtained or maintains the insurance required by this Section. The Certificates shall be on forms acceptable to City. Attorneys shall also furnish City with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after City shall have received written notification thereof from Attorneys by United States mail;
• Providing that Attorneys’ insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement); • Excepting Attorneys’ professional liability insurance, naming City, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and
• Providing that for any claims relating to Attorneys’ services hereunder, Attorneys’ insurance coverage shall be primary insurance with respect to City, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by City for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of Attorneys’ insurance and shall not be contributory with it. • It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance. Furthermore, the requirements for coverage and limits shall be the greater of: (a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

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Packet Pg. 160 Attachment: Attachment 2_ Legal Services Agmt with Jones Hall Pacifica IBank Loan (5340 : Resolution To Authorize City Manager to Execute 4857-6624-2913 v1 -5-
E. Material Breach. If Attorneys fail to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. City, at its sole option, may terminate this Agreement and obtain damages from Attorneys resulting from said breach. Alternatively, City may purchase the required insurance coverage, and without further notice to Attorneys, may deduct from sums due to Attorneys any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to City.

8. Termination of Agreement. This Agreement may be terminated by the City at any time by giving written notice to Attorneys with or without cause. In the event of termination, all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of the City, become its property and shall be delivered to it by Attorneys.

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Packet Pg. 161 Attachment: Attachment 2_ Legal Services Agmt with Jones Hall Pacifica IBank Loan (5340 : Resolution To Authorize City Manager to Execute 4857-6624-2913 v1 -6-

9. Entire Agreement. This Agreement represents the entire understanding of City and Attorneys as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.

11. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.

12. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.

13. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in San Mateo County, California.

IN WITNESS WHEREOF, the City and Attorneys have executed this Agreement as of the date first above written.

CITY OF PACIFICA
By
Kevin Woodhouse, City Manager

JONES HALL, A PROFESSIONAL LAW

CORPORATION
By
Vice President
ATTEST
______________________________
Sarah Coffey, City Clerk

APPROVED AS TO FORM
______________________________
Michelle Marchetta Kenyon, City Attorney

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Packet Pg. 162 Attachment: Attachment 2_ Legal Services Agmt with Jones Hall Pacifica IBank Loan (5340 : Resolution To Authorize City Manager to Execute Payment
Date
Ending
Principal
Balance
Principal
Payment
Interest
Payment
Total Principal
& Interest Annual Fee Total Payment
Total Payment
Fiscal Year
Ending June 30
10-May-2023 $21,000,000.00
1-Oct-2023 $20,629,305.21 $370,694.79 $333,935.00 $704,629.79 $63,000.00 $767,629.79 1-Apr-2024 $418,774.90 $418,774.90 $418,774.90 $1,186,404.68 1-Oct-2024 $20,243,560.22 $385,744.99 $418,774.90 $804,519.89 $61,887.92 $866,407.81 1-Apr-2025 $410,944.27 $410,944.27 $410,944.27 $1,277,352.08 1-Oct-2025 $19,842,153.98 $401,406.24 $410,944.27 $812,350.51 $60,730.68 $873,081.19 1-Apr-2026 $402,795.73 $402,795.73 $402,795.73 $1,275,876.92 1-Oct-2026 $19,424,450.64 $417,703.33 $402,795.73 $820,499.06 $59,526.46 $880,025.52 1-Apr-2027 $394,316.35 $394,316.35 $394,316.35 $1,274,341.87 1-Oct-2027 $18,989,788.55 $434,662.09 $394,316.35 $828,978.44 $58,273.35 $887,251.79 1-Apr-2028 $385,492.71 $385,492.71 $385,492.71 $1,272,744.50 1-Oct-2028 $18,537,479.18 $452,309.37 $385,492.71 $837,802.08 $56,969.37 $894,771.44 1-Apr-2029 $376,310.83 $376,310.83 $376,310.83 $1,271,082.27 1-Oct-2029 $18,066,806.05 $470,673.13 $376,310.83 $846,983.96 $55,612.44 $902,596.40 1-Apr-2030 $366,756.16 $366,756.16 $366,756.16 $1,269,352.56 1-Oct-2030 $17,577,023.59 $489,782.46 $366,756.16 $856,538.62 $54,200.42 $910,739.04 1-Apr-2031 $356,813.58 $356,813.58 $356,813.58 $1,267,552.62 1-Oct-2031 $17,067,355.96 $509,667.63 $356,813.58 $866,481.21 $52,731.07 $919,212.28 1-Apr-2032 $346,467.33 $346,467.33 $346,467.33 $1,265,679.60 1-Oct-2032 $16,536,995.83 $530,360.13 $346,467.33 $876,827.46 $51,202.07 $928,029.53 1-Apr-2033 $335,701.02 $335,701.02 $335,701.02 $1,263,730.54 1-Oct-2033 $15,985,103.07 $551,892.76 $335,701.02 $887,593.77 $49,610.99 $937,204.76 1-Apr-2034 $324,497.59 $324,497.59 $324,497.59 $1,261,702.35 1-Oct-2034 $15,410,803.47 $574,299.60 $324,497.59 $898,797.19 $47,955.31 $946,752.50 1-Apr-2035 $312,839.31 $312,839.31 $312,839.31 $1,259,591.81 1-Oct-2035 $14,813,187.30 $597,616.17 $312,839.31 $910,455.48 $46,232.41 $956,687.89 1-Apr-2036 $300,707.70 $300,707.70 $300,707.70 $1,257,395.59 1-Oct-2036 $14,191,307.92 $621,879.38 $300,707.70 $922,587.08 $44,439.56 $967,026.65 1-Apr-2037 $288,083.55 $288,083.55 $288,083.55 $1,255,110.20 1-Oct-2037 $13,544,180.23 $647,127.68 $288,083.55 $935,211.24 $42,573.92 $977,785.16 1-Apr-2038 $274,946.86 $274,946.86 $274,946.86 $1,252,732.02 1-Oct-2038 $12,870,779.17 $673,401.07 $274,946.86 $948,347.93 $40,632.54 $988,980.47 1-Apr-2039 $261,276.82 $261,276.82 $261,276.82 $1,250,257.29 1-Oct-2039 $12,170,038.01 $700,741.15 $261,276.82 $962,017.97 $38,612.34 $1,000,630.31 1-Apr-2040 $247,051.77 $247,051.77 $247,051.77 $1,247,682.08 1-Oct-2040 $11,440,846.77 $729,191.24 $247,051.77 $976,243.01 $36,510.11 $1,012,753.13 1-Apr-2041 $232,249.19 $232,249.19 $232,249.19 $1,245,002.32 1-Oct-2041 $10,682,050.36 $758,796.41 $232,249.19 $991,045.60 $34,322.54 $1,025,368.14 1-Apr-2042 $216,845.62 $216,845.62 $216,845.62 $1,242,213.76 1-Oct-2042 $9,892,446.82 $789,603.54 $216,845.62 $1,006,449.16 $32,046.15 $1,038,495.32 1-Apr-2043 $200,816.67 $200,816.67 $200,816.67 $1,239,311.99 1-Oct-2043 $9,070,785.38 $821,661.45 $200,816.67 $1,022,478.12 $29,677.34 $1,052,155.46 1-Apr-2044 $184,136.94 $184,136.94 $184,136.94 $1,236,292.40 1-Oct-2044 $8,215,764.48 $855,020.90 $184,136.94 $1,039,157.84 $27,212.36 $1,066,370.20 1-Apr-2045 $166,780.02 $166,780.02 $166,780.02 $1,233,150.22 1-Oct-2045 $7,326,029.73 $889,734.75 $166,780.02 $1,056,514.77 $24,647.29 $1,081,162.06 1-Apr-2046 $148,718.40 $148,718.40 $148,718.40 $1,229,880.46 1-Oct-2046 $6,400,171.75 $925,857.98 $148,718.40 $1,074,576.38 $21,978.09 $1,096,554.47 1-Apr-2047 $129,923.49 $129,923.49 $129,923.49 $1,226,477.96 1-Oct-2047 $5,436,723.93 $963,447.81 $129,923.49 $1,093,371.30 $19,200.52 $1,112,571.82 1-Apr-2048 $110,365.50 $110,365.50 $110,365.50 $1,222,937.31 1-Oct-2048 $4,434,160.14 $1,002,563.79 $110,365.50 $1,112,929.29 $16,310.17 $1,129,239.46 1-Apr-2049 $90,013.45 $90,013.45 $90,013.45 $1,219,252.91 1-Oct-2049 $3,390,892.25 $1,043,267.88 $90,013.45 $1,133,281.34 $13,302.48 $1,146,583.82 1-Apr-2050 $68,835.11 $68,835.11 $68,835.11 $1,215,418.93 1-Oct-2050 $2,305,267.69 $1,085,624.56 $68,835.11 $1,154,459.67 $10,172.68 $1,164,632.35 1-Apr-2051 $46,796.93 $46,796.93 $46,796.93 $1,211,429.28 1-Oct-2051 $1,175,566.78 $1,129,700.92 $46,796.93 $1,176,497.85 $6,915.80 $1,183,413.66 1-Apr-2052 $23,864.01 $23,864.01 $23,864.01 $1,207,277.66 1-Oct-2052 $0.00 $1,175,566.78 $23,864.01 $1,199,430.78 $3,526.70 $1,202,957.48 $1,202,957.48
Total Payments: $21,000,000.00 $15,180,178.59 $36,180,178.59 $1,160,013.07 $37,340,191.67 $37,340,191.67

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Packet Pg. 163 Attachment: Attachment 3_ IBank Payment Schedule (5340 : Resolution To Authorize City Manager to Execute IBank Agreement to partially

CITY OF PACIFICA

COUNCIL AGENDA SUMMARY REPORT
5/8/2023
1 SUBJECT:

Adoption of an Ordinance to approve Rezoning RZ-205-20 to rezone from the R-1 (SingleFamily Residential) zoning district to the P-D (Planned-Development) zoning district, and to approve Development Plan DP-81-20 pursuant to the P-D zoning requirements; and Adoption of an Ordinance to approve Development Agreement DA-3-20 that would, among other things, approve a development agreement between the City of Pacifica and Pacifica School District (PSD), related to PSD's project to construct seven multi-family residential buildings with a total of 70 residential housing units (including 11 housing units affordable at below-market rate, or BMR, rents), residential amenity buildings, off-street parking and circulation improvements, open space and landscaping, and recreational fields and amenities, at the former Oddstad Elementary School located at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020-009).

California Environmental Quality Act (CEQA) action: The Final environmental impact report (EIR) was certified and Findings of Fact and a Statement of Overriding Considerations, due to significant and unavoidable environmental impacts that would result from the project, were adopted by the City Council on April 24, 2023.

RECOMMENDED ACTION:
(1) Waive the second reading and adopt by title only the Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Rezoning RZ-205-20 and Development Plan DP-81-20 to establish a Planned Development (P-D) zoning district with development plan for the Pacifica School District workforce housing project to construct 70 residential units at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020-009)”; and (2) Waive the second reading and adopt by title only the Ordinance entitled “An Ordinance of the City Council of the City of Pacifica approving Development Agreement DA-3-20 to establish a development agreement between the Pacifica School District and City of Pacifica to provide certain public and private benefits in conjunction with a development project at 930 Oddstad Boulevard (APN 023-672-600) (File No. 2020-009).” STAFF CONTACT:

Christian Murdock, AICP, Planning Director
(650) 738-7341
[email protected]
BACKGROUND/DISCUSSION:

The attached Ordinances (included as Attachments A and B) were introduced at a duly noticed public hearing held at the regular meeting of the City Council on April 24, 2023 and are now in order for adoption.

The staff report from the introduction of the two ordinances at the April 24, 2023 City Council meeting is attached as Attachment C and provides additional background / discussion of the proposed ordinances.
9 Packet Pg. 164
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May 08, 2023
In summary, the Pacifica School District (PSD) submitted a development permit application and request for certain legislative approvals to allow demolition of the former Oddstad School and construction of an 81,208-square foot (sf) residential development with 70 total units distributed over seven residential buildings. At least 45 of the units would be workforce housing for PSD employees or employees of another qualifying government agency. In addition, the project includes 11 below-market rate (BMR) units consistent with the City’s inclusionary zoning requirements. The project would also include a residents commons, property management office, and a public restroom/changing room on the 325,479-sf (7.47-acre) site. The project would include minor improvements to drainage and turf conditions at the adjacent ballfields with continued public access guaranteed for at least 20 years, subject to certain limitations.

Additional details related to the proposed project can be found in the March 20, 2023 Planning Commission agenda packet and Planning Commission meeting minutes. The Planning Commission conducted a public hearing on March 20, 2023, to consider the project and adopted Resolution No. 2023-006 by a vote of 6-0 with one absence to take the following actions:

A. Certify a final environmental impact report (EIR) including findings of fact and a statement of overriding considerations due to significant and unavoidable environmental impacts that would result from the project.

B. Approve Specific Plan SP-173-20, Vesting Tentative Subdivision Map SUB-248-20, and Heritage Tree Removal Authorization (“Development Permits”).

C. Recommend City Council approval of Development Agreement DA-3-20, Rezoning RZ205-20, and Development Plan DP-81-20 (“Legislative Approvals”) The Planning Commission approval of the Development Permits is contingent on City Council approval of the Legislative Approvals.

California Environmental Quality Act (CEQA) Review
At the conclusion of the public hearing conducted by the City Council on April 24, 2023, the City Council, by a vote of 4-0 with one abstaining, adopted Resolution No. 39-2023 to certify the Final EIR (FEIR), adopt the required Findings of Fact, and approve the Statement of Overriding Considerations and the Mitigation Monitoring and Reporting Program. Adoption of these Ordinances would be consistent with the City Council’s prior CEQA action.

Staff Analysis
Staff recommends that the City Council adopt the proposed Ordinances as introduced at the April 24, 2023 City Council meeting. The Development Agreement has been updated to include references to the approval actions, all notice information and attachments. Note that without approval of the Legislative Approvals, the Development Permits approved by the Planning Commission will not have force or effect, and the project cannot be constructed or operated.

ALTERNATIVE ACTION:

The Council may deny the requested Legislative Approvals, which would have the effect of denying the overall project including the Development Permits approved by the Planning Commission.

RELATION TO CITY COUNCIL GOALS AND WORK PLAN:

Review of the proposed Ordinances is not directly associated with a City Council goal or an item on the City Council’s Work Plan. Serving in a legislative capacity is a routine function of the City 9 Packet Pg. 165
Pacifica City Council 3
May 08, 2023
Council as part of its normal governance process as established in the Pacifica Municipal Code and in State Law.

FISCAL IMPACT:

No direct fiscal impact. Processing costs for this item are paid by the applicant.

ORIGINATED BY:

City Clerk
Planning Department
ATTACHMENT LIST:

Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (DOCX) Attachment B: Ordinance 890-C.S. Approving Development Agreement (DOCX) Attachment C: Staff Report 4-24-2023 City Council Meeting (PDF) Attachment D: City Council Resolution No. 39-2023 (PDF) 9 Packet Pg. 166
1 ORDINANCE NO. 889-C.S.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PACIFICA APPROVING REZONING RZ-205-20 AND DEVELOPMENT PLAN DP-81-20 TO ESTABLISH A PLANNED

DEVELOPMENT (P-D) ZONING DISTRICT WITH DEVELOPMENT PLAN FOR THE PACIFICA SCHOOL DISTRICT WORKFORCE HOUSING PROJECT TO CONSTRUCT 70 RESIDENTIAL UNITS AT 930 ODDSTAD BOULEVARD (APN 023-672-600) (FILE NO. 2020- 009)
WHEREAS, the Pacifica School District (“Applicant”) has submitted an application for construction of a 70-unit residential development including a property management office, residents’ commons building, and public restroom/changing facilities located at 930 Oddstad Boulevard (APN 023-672-600); removal of three heritage trees; a division of land into three individual lots; a development agreement with certain public and developer benefits, including use of playing fields; a rezoning to change the zoning classification to the P-D Planned Development District; and a Development Plan and a Specific Plan to insure the proper orientation, design character and compatibility of the construction of 70 residential units across seven buildings, a property management office, residents’ commons, and public restroom and changing facility (“Project”); and
WHEREAS, the Planning Commission of the City of Pacifica adopted Resolution No. 2023-006 recommending City Council approval of the Rezoning, Development Plan and Development Agreement on March 20, 2023, and separately certified a final environmental impact report (“EIR”) including a mitigation monitoring and reporting program (MMRP), findings of fact, and statement of overriding considerations and approved certain development permits including Specific Plan-173-20, Vesting Tentative Subdivision Map SUB-248-20, and Heritage Tree Removal Authorization to authorize construction and operation of the Project; and
WHEREAS, the City Council of the City of Pacifica adopted Resolution No. 39-2023 on April 24, 2023, to certify a final environmental impact report (“EIR”) including a mitigation monitoring and reporting program (MMRP), findings of fact, and statement of overriding considerations for the Project (State Clearinghouse No. 2021100457); and
WHEREAS, the City Council of the City of Pacifica held a duly noticed public hearing on April 24, 2023, and introduced this Ordinance.

NOW, THEREFORE, the City Council of the City of Pacifica does ordain as follows:

Section 1. Recitals. The City Council of the City of Pacifica does hereby find that the above referenced recitals are true and correct and material to the adoption of this Ordinance.

Section 2. Compliance with CEQA. The City Council of the City of Pacifica adopted Resolution No. 39- 2023 on April 24, 2023, to certify a final environmental impact report (“EIR”) including a mitigation monitoring and reporting program (MMRP), findings of fact, and statement of overriding considerations for the Project (State Clearinghouse No. 2021100457).

Section 3. Findings. Specific findings of fact for approval of Rezoning RZ-205-20 and Development Plan DP-81-20 are as follows:

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Packet Pg. 167 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 2 Rezoning RZ-205-20
• General Plan Consistency
The proposed Rezoning would be consistent with the following General Plan policies:

1. Promote a Positive Image. Promote a positive image of Pacifica as a desirable place to work, live and visit (ES-G-3);

2. Appropriate Site Design. Ensure that development projects adjacent to protected natural areas are designed to minimize impacts on those areas by employing low impact development techniques for stormwater management, using native/non-invasive landscaping, and minimizing nighttime lighting and glare (ES-I-36);

3. Concentrated Development. Focus new development in or directly adjacent to alreadydeveloped areas, where it can be served by existing public services and where it will not have significant impacts on coastal or other resources (LU-G-2);

4. Future Residential Development. Limit development to sites that are not critical for open space connections or habitat preservation, and which will be in harmony with the surrounding natural setting (LU-G-3);

5. Private Parking. Ensure adequate off-street parking in all new development (CI-G-20);

6. Development of City Parks. Create and enhance neighborhood and pocket parks and plazas to provide access to local recreational space to all Pacifica residents (OC-G-1);

7. School Playfields. Continue to cooperate with the school districts to make school play fields available for public use after school hours (OC-G-4);

8. Park Land Dedication or In-Lieu Fees. For new development, continue to require the dedication of land or payment of in-lieu fees to provide park land at a ratio of five acres per 1,000 residents (OC-I-1);

9. Optimize Public Facilities. Ensure that public facilities are adequate to meet needs, and plan for opportunities that help to meet goals of school districts and the City (OC-G-11);

10. School Site Reuse and Redevelopment. Identify appropriate future land uses for unused school sites that are compatible with existing neighborhoods (OC-I-55);

11. Prioritize in-fill residential development (Housing Element #4.D.i);

12. Provide housing opportunities for all income groups (Housing Element 8.A. page 114); and

13. Provide a choice of housing types and densities (Housing Element 8.A. page 114). • Existing Lot
The site can be adequately accessed from Oddstad Boulevard and can obtain all utilities from existing sources within the Oddstad Boulevard public right-of-way. The site’s location, layout, in-fill nature of development on the site, make it suitable for the density, intensity, and type of development as part of a rezoning to the P-D zoning district concurrently with the proposed Development Plan and Specific Plan, and approval of these items would not threaten public health, safety, or welfare.
• Surrounding Neighborhood
The surrounding neighborhood is predominantly single-family residential and commercial recreation land uses. The area zoned as commercial recreation is the Frontierland Park, owned and operated by the City of Pacifica. To the southeast of the project site is the Yosemite Drive Club of the Boys & Girls Club of North San Mateo County. The project area is characterized by two-story single-family homes to the west, south, north, and northeast. To the southeast is a hillside which slopes up towards Frontierland Park. The proposed project consists of one- and

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Packet Pg. 168 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 3 two-story buildings. The seven residential buildings are all two-stories and the property management office, Residents Commons, and public restrooms/changing rooms are all one story.

For additional context, Attachment H of the Planning Commission staff report shows the neighboring compatible uses. These properties have been developed in a manner compatible with the proposed project in terms of height, design, and use. The City Council finds that the proposed project can be developed without adverse impacts to public health, safety, and welfare to these developments. Therefore, the proposed project can safely develop without causing adverse neighborhood impacts.

In the case of the subject project, rezoning the site to the P-D zoning district would support the applicant’s objectives to provide workforce housing for Pacifica School District and potentially other public agency employees. The clustering of multi-family housing towards the middle and northwest corner of the site helps to preserve the hillside and maintains the existing fields.

Without the Rezoning, residential density would be less, but would not support the School District’s goals to provide housing and would not help the City’s Housing Element goals and policies to provide housing.
• Maximum Development Potential
The proposed Rezoning would change the maximum development potential of the project site.

The parcel size is 544,064 sf or 12.4 acres. Under the proposed Planned Development (P-D) district, the Multiple-Family Residential (R-3) district development standards would apply. The existing Single-Family Residential district has a minimum lot area of 5,000 sf resulting in a maximum development potential of 108 units. The change to P-D results in a minimum lot area of 2,075 sf and a maximum development potential of 262 units. The project proposes only 70 residential dwelling units, and does not seek to accomplish the maximum development potential of the site. The project proposes a minimum lot dwelling area of 4,668 sf.

The applicant proposes to develop the project as three lots. Lot 1, which is 4.9 acres, would be maintained as fields, recreation, and public parking. Lots 2 and 3, which amount to 7.5 acres, would be developed for residential and associated uses. In addition to the 20 percent landscaped area of Lots 2 and 3, 26 percent of the project site would remain undeveloped in a natural state.

Development Plan DP-81-20

1. The proposed P-D District can be substantially completed within the time schedule submitted by the applicant.

The applicant has anticipated certain economic conditions and proposes to construct the project in phases. Demolition and construction activities are anticipated to occur concurrently beginning in December after entitlement. A Development Agreement between the City and the Pacifica School District was prepared to further outline project phasing and requires commencement of construction for Phase 1 and the parkland improvements within seven years of the execution of the agreement. The Development Agreement would also provide flexibility to the applicant to complete the project. Therefore, there is sufficient evidence to make this finding.

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Packet Pg. 169 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 4 2. Each unit of the development, as well as the total development, can exist as an independent development capable of creating an environment of sustained desirability and stability or adequate assurance that such objective will be attained.

The proposed project, a workforce housing development with 70 units, is compatible with the larger Park Pacifica residential neighborhood. Specifically, the project would be constructed consistent with the Low Density Residential density (three to nine dwelling units per acre) that exists in the surrounding neighborhood. The main distinction would be the multi-family residential building form factor of the proposed project.

Similar to existing residences, the project benefits from its location on Oddstad Boulevard, a collector street and each building would have access to existing water, sewer, and storm utilities. The craftsman building design, two story heights, landscaping and new trees proposed by the Development Plan would support the desirability and stability of the neighborhood. Individually, each building is designed to provide a unified palette with style, materials and color selection, but is differentiated in terms of articulation and massing to show uniqueness. Additionally, as designed, each unit can provide all the requirements of a single housekeeping unit including, but not limited to restrooms and a place to store, cook, and wash food. Therefore, there is sufficient evidence to make this finding.

3. The land uses proposed will not be detrimental to the present or potential surrounding uses but will have a beneficial effect which would not be achieved through other districts.

The proposed Planned Development district for Lot 2 and Lot 3, with a multi-family housing use and utilizing the Multi-family Residential District (R-3) development standards, would help to activate an underutilized former school site by providing quality design and building elevations compatible with surrounding uses. The buildings in the surrounding neighborhood are primarily two-story single-family houses. The development would not exceed two stories and would comply with the maximum 35’-0” height limit. The craftsman design compliments the neighboring houses. The proposed development provides landscaping on 20 percent of the project site and to the rear of the property, maintains 33 percent of the project area in its natural state. Therefore, there is sufficient evidence to make this finding.

The proposed Planned Development district for Lot 1 would authorize a public park use, which is consistent with its current use, and would not introduce any new or expanded uses that would be detrimental to the present or potential surrounding uses. The presents of a public park at this location would be beneficial to the multi-family residential uses proposed with the project as well as the surrounding residential and commercial uses in the vicinity of the project site.

4. The streets and thoroughfares proposed are suitable and adequate to carry anticipated traffic, and in-creased densities will not generate traffic in such amounts as to overload the street network outside the P-D District.

The project is served by Oddstad Boulevard. The General Plan identifies Oddstad Boulevard as a collector street, which has slower permitted speeds than arterials, serve short, local trips, and accommodate travel between residential neighborhoods and arterials. Collectors have moderate volumes of traffic, and accommodate equally automobiles, bicycles, and pedestrians within the right-of-way. The project’s Transportation Analysis studied the magnitude of traffic produced by the proposed development. The analysis concluded that “the project is estimated to generate approximately 484 daily trips with 30 trips during the morning

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Packet Pg. 170 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 5 peak commute hour and 37 trips during the evening peak commute hour. This equates to one new trip on Oddstad Boulevard every 2 minutes. It is unlikely that such a small number of added trips would be noticeable to existing residents.” The Transportation Analysis also evaluated intersections along Oddstad Boulevard and estimated that there would be no noticeable change in the level of service or traffic conditions due to the project, which is consistent with the General Plan’s Circulation Element Policy CII-18 which indicates the city should strive to maintain a certain threshold. The project would not exceed the threshold. Therefore, there is sufficient evidence to make this finding.

5. Any proposed commercial development can be justified economically at the location proposed and will provide adequate commercial facilities for the area.

The proposed project is a residential development, therefore, the need to make this finding is not applicable.

6. The area surrounding the development can be planned and zoned in coordination and substantial compatibility with the proposed development, and the P-D District uses proposed are in conformance with the General Plan and, where applicable, the Local Coastal Plan, or that changes in the General Plan or Local Coastal Plan are justified.

The surrounding developments include single-family residences to the north, northeast, west, and south, an approximately 63-acre City of Pacifica-owned and operated park (Frontierland Park) to the east, and the Boys and Girls Club to the south. The design of the surrounding residences includes gabled roofs, wood framing, support columns, exposed rafters and covered porches which are characteristic of craftsman styles. The proposed project design is congruent with the adjacent neighborhood and employs the same craftsman style. Twenty percent of the project is landscaped and incorporates drought tolerant and native vegetation.

Additionally, the rear of the property will be maintained in a natural state and visually transitions well with the abutting Frontierland Park.

The proposed Development Plan would be consistent with the City’s General Plan. General Plan consistency includes, but is not limited to, the following:
• Land Use Element
Public and Semi-Public. The Public and Semi-Public (PSP) designation indicates public or private schools, libraries, police, and fire stations and other civic and community uses. In the case that public facilities are converted or sold for new uses, Plan land use designations shall be updated. If a public school is discontinued, any proposed new use should be compatible with the adjacent neighborhood.

One of the applicant’s main objectives for the proposed project is to repurpose an underutilized Pacifica School District property as workforce housing to help reduce the cost of housing for School District employees. The School District would make residential units available for rent to employees. The residential nature of the proposed use, building design, and maximum heights are compatible with the adjacent neighborhood.

Low Density Residential (LDR). The Low Density Residential designation provides for development of three to nine dwelling units per gross acre. Single-family residential is the primary use intended for LDR areas. Residential care facilities,

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Packet Pg. 171 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 6 schools, and community uses are permitted. Clusters of small-lot development as well as standard subdivisions may be allowed.

The proposed residential density (70 units over 7.47 acres) is approximately nine dwelling units per acre, which is consistent with the density established for the LDR land use designation, which allows for three to nine units per acre. • General Plan Policies
Economic Sustainability Element, Policy ES-G-3. Promote a Positive Image.

Promote a positive image of Pacifica as a desirable place to work, live and visit.

Open Space and Community Facilities Element, Policy OC-G-11. Ensure that public facilities are adequate to meet needs, and plan for opportunities that help to meet goals of school districts and the City.

Open Space and Community Facilities Element, Policy OC-I-55. School Site Reuse and Redevelopment. Identify appropriate future land uses for unused school sites that are compatible with existing neighborhoods.

Housing Element, Policy 4.D.i. Prioritize in-fill residential development.

Housing Element, Policy 8.A. page 114. Provide housing opportunities for all income groups.

Housing Element, Policy 8.A. page 114. Provide a choice of housing types and densities.

The proposed project supports the General Plan policies listed above while also furthering the Pacifica School District’s objectives to attract school employees by reducing the cost of housing and taking advantage of a property no longer needed as a school site. The project would provide 70 residential units which contribute toward meeting the City’s Regional Housing Needs Allocation across a variety of income levels, including 11 below market rate (BMR) units.

7. The project is consistent with the City's adopted Design Guidelines.

As conditioned, the proposed improvements at the site are consistent with the City’s adopted Design Guidelines. Major areas of project consistency with the Design Guidelines are discussed below:

SITE PLANNING
a. Site Improvements. Locate site improvements such as buildings, parking areas, and walkways to take advantage of desirable site features. For example, existing healthy trees and distinctive berms or rock outcroppings should be incorporated into site design. Buildings should be oriented to capitalize on views of hills and ocean.

Site improvements should be designed to work with site features, not against them. Lot grading should be minimized and disruption of natural features such as trees, ground forms, rocks, and water courses should be avoided.

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Packet Pg. 172 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 7 The parcel is oriented in a west to east direction adjacent to Oddstad Boulevard with the property frontage facing the west. The City’s General Plan identifies the land use designation of the site as Low Density Residential (LDR), which allows three to nine dwelling units per acre.

The project site is 12.46 acres and would be developed as three lots: Lot 1, Lot 2, and Lot 3.

There is no plan to divide the parcel. Lot 1, consisting of 4.99 acres, would be developed as playing fields and a parking lot which would include basketball hoops and striping for parking spaces. Lot 2 (4.69 acres) and Lot 3 (2.78 acres) total 7.47 acres and would include a total of 70 units at a density of approximately 9 units per acre, consistent with the LDR land use designation.

The project proposes to construct five residential buildings, a property management office, residents commons, and public restroom / changing room on Lot 2 and three residential buildings on Lot 3. The project also includes four accessory structures, two each for trash collection and bike storage.

There are 27 trees within the Project Area, 20 of which would be maintained. The existing trees are predominantly Monterey Cypresses, but also include Monterey Pine and Peruvian Pepper.

The project proposes at least 96 trees, including seven replacement trees. Twenty percent of Lot 2 and Lot 3 would be landscaped and would also include two courtyards.

To the east of the project site is the Park Pacifica Hillside, which also includes the Frontierland Park owned and operated by the City of Pacifica.
b. Lighting. Exterior lighting should be subdued, and should enhance building design as well as provide for safety and security. Lighting which creates glare for occupants or neighbors should not be used. In general, large areas should be illuminated with a few low shielded fixtures. Tall fixtures which illuminate large areas should be avoided.

The proposed lighting fixtures are downlights, as shown on Sheet L1.5-L1.6 of the Project Plans. The project includes site and building lighting including 10 to 12 foot pole lights, threefoot bollard lights, indirect lighting to identify wayfinding and project identification signage, integrated under canopy lighting at proposed carports, and wall scones at the proposed buildings.
c. Parking. The visual impact of parking areas should be minimized when appropriate to the site by locating parking areas to the rear or side of the property, rather than along street frontages.

Ample landscaping should be used to help screen parking areas from both exterior and interior views.

Many of the covered spaces would be provided through garages designed as craftsman and are integrated with the residential buildings. Other covered parking is provided by carports with corrugated metal roofing that will be under a structure that is capable of supporting solar panels. The parking areas are located within the Project Area and the majority of parking areas would not be wholly visible from the street. Additionally, the project will add new trees to provide visual breaks and screen parking areas.

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Packet Pg. 173 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 8 BUILDING DESIGN
d. Design. The style and design of new buildings should be in character with that of the surrounding neighborhood. This does not mean that new buildings should be identical to existing buildings on neighboring lots, but that new buildings should complement, enhance, and reinforce the positive characteristics of surrounding development. This can be accomplished by incorporating the dominant architectural features of an area into the design of new development. Such features may include bay windows, chimneys, balconies, porches, roof shapes, and other architectural details and materials.

The project building design is styled after the surrounding single-family residences to the north, northeast, west, and south. Like the single-family residences, the project design utilizes gabled roofs, wood framing, support columns, exposed rafters and covered porches which are characteristic of craftsman styles and achieves consistency with the neighborhood. e. Scale. An important aspect of design compatibility is scale. Scale is the measure of the relationship of the relative overall size of one structure with one or more other structures.

Scale is also used to refer to a group of buildings, a neighborhood, or an entire city. A development can be “out of scale” with its surroundings due to its relative height, bulk, mass, or density.

A structure which is out of scale with its site and neighborhood threatens the integrity of the overall streetscape, and residential projects, particularly single-family dwellings, which are much larger than neighboring structures are therefore discouraged. The City’s height limitation is a maximum only, and the maximum height may often be inappropriate when considered in the context of surrounding development and topography. The “carrying capacity” of a given site is also an important factor in determining appropriate scale and lot coverage. As with the height limitation, the City’s lot coverage limitation is a maximum only.

The proposed development is in a neighborhood that includes two-story single-family residential structures. None of the proposed buildings exceed two stories, and all are under the 30’-0” height maximum. Additionally, the majority of the buildings are oriented so that the narrowest side faces Oddstad Boulevard which assists in reducing the visual scale of the buildings. In instances where the widest face of the building faces Oddstad Boulevard, trees are proposed to be planted to provide a visual break in building mass. • Details. Use architectural features and details to help create a sense of human scale. Wall insets, balconies, window projections, etc., are examples of building elements which may help reduce the scale of larger buildings.

The proposed building includes several architectural features and details that further help create a sense of human scale. These features and details include a distinct base, balconies, and various sized windows to break up the massing, and different colors, materials, and textures providing articulation.
• Materials. Compatibility of materials is an essential ingredient in design quality. In areas with either historic or architecturally significant structures, the use of similar exterior construction materials should be used in new construction in order to maintain neighborhood character.

Consistency and congruity of materials and design elements on individual structures is also important.

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Packet Pg. 174 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 9 The proposed material palette draws upon the surrounding neighborhood and includes asphalt shingle roofs, horizontal lap siding, fiber cement trim, wood trellises, divided-lite vinyl windows and wall sconces.
• Color. Building color should be compatible with the neighborhood and should reinforce and complement the visual character of the building’s environment. Multiple colors applied to a single building should relate to changes of material or form.

As shown on Sheets A4.0 of the Project Plans, the proposed color palette consists of three blue colors, white, and shades of grey and brown. For the multi-family residential buildings, colors, roof orientation, and material textures are utilized to differentiate units to give the appearance that the units are individual buildings and not connected. • Privacy. Consideration should be given to the impact of development on the privacy of surrounding properties. Use judicious windows placement and appropriate landscaping to help minimize the potential for loss of privacy.

The minimum approximate setback from Oddstad Boulevard is 70’-5” providing space between the proposed development and existing properties. Additionally, the project maintains many of the existing mature trees along its frontage on Oddstad Boulevard and would plant an additional 96 trees, including seven replacement trees, along the perimeter of the property and between buildings.
• Consistency. There should be architectural consistency among all building elevations. All elevations need not be identical, but a sense of overall design continuity must occur. Window treatment and trim, for example, should be carried out around the entire building, not just on the most visible sides.

The proposed buildings do not exceed two stories. The seven residential buildings are all two stories, and the property management office, residents commons, and public restroom / changing rooms are one story. The number of openings and size of windows on the different façades of the buildings vary, but are consistent across the buildings. Additionally, the applicant has carried the same materials, trim, architectural detailing, and similar shapes of window openings on all sides of the proposed buildings.

LANDSCAPING
• Purpose. Landscaping should not be used to screen or hide an otherwise unacceptable building.

Building architecture should stand on its own, with landscaping incorporated as an integral element of overall project design.

The landscaping and plant selection complements the architecture and material colors and provides visual spacing between buildings. The project also provides two landscaped courtyards as tenant amenities and is an integral part of the site design. • Amount and variety. Applicants are encouraged to exceed the minimum amount of landscaping required by the zoning ordinance and landscaping plans should incorporate a variety of plant species. The amount, scale, and nature of landscape materials should be appropriate to the site and/or structure. Large-scale buildings should be complemented by large-scale landscaping.

Development along major streets should also include large scale trees.

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Packet Pg. 175 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 10 The project proposes approximately 66,574 square feet of landscaped area which amounts to 20 percent of the Project Area. The proposed planting palette includes 46 different perennial, shrub, grass, groundcover, tree and vine species, including, but not limited to native species and drought tolerant species such as manzanitas, blue-eyed grass, yarrow, Mexican sage, and Australian fuchsia. As noted previously, the project would maintain many of the mature Monterrey Cypresses along Oddstad Boulevard which range in height and circumference.

8. The project is consistent with the City's General Plan and, if applicable, Local Coastal Plan.

Based on the preceding discussion including but not limited to the analysis contained above for the Rezoning, the proposed Development Plan would be consistent with the General Plan. General Plan consistency would include, but not be limited to, making a discontinued school compatible with the surrounding neighborhood.

Section 4. Reclassification. Section Map 36 of the Zoning Map of the City of Pacifica, as described in Section 9-4.302 of the Pacifica Municipal Code, is hereby amended as depicted in Exhibit 1 to this Ordinance. The specific area affected by this reclassification is more particularly described in the legal description included as Exhibit 2 to this Ordinance.

Section 5. Development Plan. The approved Development Plan DP-81-20 for the Project site, which shall be implemented through the development more particularly set forth in a specific plan approved in accordance with Article 22 of Chapter 4 of Title 9 of the Pacifica Municipal Code, shall be as set forth in the following Table 1 and Table 2:

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Packet Pg. 176 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 11 TABLE 1
Standard Approved
Use Lot 1 of Vesting Tentative Parcel Map
• Active and passive recreation including
improved parkland and sports fields,
but not including nighttime
illumination of sports fields.
• Accessory buildings and structures
incidental to authorized recreational
uses, including but not limited to trash
enclosures, uncovered off-street
parking facilities, bicycle
parking/storage,
vehicular/pedestrian/bicycle circulation
improvements, restroom/changing
room facilities, and snack kiosk for the
vending of food to recreational facility
users during periods of active
recreation such as organized sporting
events.

Lot 1 of Vesting Tentative Parcel Map
Standard Approved
Lot Size No minimum/maximum
Lot Width No minimum/maximum
Lot Coverage (max.) Buildings: 10%
Landscaping (Planting
area+Undisturbed Natural
Vegetation) (min.)
20%
Setbacks No minimum/maximum
Height (max.) 35’-0”
Off-street Parking (min.) 40 uncovered spaces

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Packet Pg. 177 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 12 TABLE 2
Standard Approved
Use Lots 2 and 3 of Vesting Tentative Parcel Map
• Multiple-family dwellings not to
exceed 70 dwelling units.
• Accessory buildings and structures
appurtenant to multiple-family
residential development, including but
not limited to trash enclosures, offstreet parking facilities including garages/carports and bicycle
parking/storage,
vehicular/pedestrian/bicycle circulation
improvements.
• The following accessory buildings and
structures incidental to recreational
uses authorized on Lot 1 of the Vesting
Tentative Parcel Map:
restroom/changing room facilities, and
snack kiosk for the vending of food to
recreational facility users during
periods of active recreation such as
organized sporting events.

Lots 2 and 3 of Vesting Tentative Parcel Map
Standard Approved
Lot Size (min.) 5,000 square feet
Lot Area Per Dwelling
Unit (min.)
2,075 square feet
Lot Width (min.) 50 feet
Lot Coverage (max.) 60%
Landscaping (Planting
area+Undisturbed Natural
Vegetation) (min.)
20%
Setbacks (min.)
Front 15’-0”
Side
Street-side
5’-0”
10’-0”
Rear 20’-0”

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Packet Pg. 178 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 13 Height (max.) 35’-0”
Off-street Parking (min.) 53 covered parking (garage or carport) and 43 uncovered spaces
Usable Open Space (min.) 400 square feet per dwelling unit Section 6. Severability. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared unconstitutional.

Section 7. Effective Date. This Ordinance shall become effective thirty (30) days following its passage and adoption.

Section 8. Publication. The City Clerk is hereby ordered and directed to certify to the passage of this Ordinance by the City Council of the City of Pacifica, California, and cause the same to be published once in The Pacifica Tribune, a newspaper of general circulation, published and circulated in the City of Pacifica, California.
* * * * *
PASSED AND ADOPTED this 8
th day of May, 2023, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Tygarjas Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:

Sarah Coffey, City Clerk Michelle Marchetta Kenyon, City Attorney

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Packet Pg. 179 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School 4894
-1736-5854 v1
EXHIBIT1

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Packet Pg. 180 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School Pacifica School District Workforce Housing Project
File No. 2020-009: 930 Oddstad Blvd. (APN 023-672-600)
EXHIBIT 2

LEGAL DESCRIPTION
Lot 1
All that certain real property situate in the City of Pacifica, County of San Mateo, State of California, being all of Lots 1-21 inclusive, Lot C, and Everglades Court, Block 6, and being a portion of Lots 22-30, Block 6, as said lots are shown on that certain map entitled “PARK PACIFICA HIGHLANDS NO. 1”, filed for record on October 5, 1965, in Volume 63 of Maps at Pages 13, 14 and 15, Records of San Mateo County, and also being a portion of that certain parcel of land described in that certain City of Pacifica Resolution No. 960, passed and adopted on March 22, 1967 in Book 5535 at Page 226, Official Records of said County, being more particularly described as follows:

BEGINNING at the most southerly corner of said parcel described in said Resolution No. 960, said corner also being on the northeasterly right-of-way line of Yosemite Drive; Thence northwesterly along said northeasterly right-of-way line, said northeasterly right-of-way line being common to said Lots 1-7 inclusive, and said Lot C as shown on said map, the following four (4) courses:
1) North 78°22’00” West, 299.73 feet to the beginning of a tangent curve to the right; 2) Along said curve, having a radius of 320.00 feet, through a central angle of 33°10’00”, for an arc length of 185.24 feet;
3) North 45°12’00” West, 168.40 feet to the beginning of a tangent curve to the right; 4) Along said curve, having a radius of 20.00 feet; through a central angle of 77°50’42”, for an arc length of 27.17 feet to a point on the southeasterly right-of-way line of Oddstad Boulevard, also being a point on the northwesterly line of said Lot 7 as shown on said map, said point also being the beginning of a tangent curve to the right;
Thence northeasterly along said southeasterly right-of-way line, said southeasterly right-of-way line being common to said Lot 7, 8, and 22, the following two (2) courses:
1) Along said curve, having a radius of 968.00 feet, through a central angle of 12°21’18”, for an arc length of 208.74 feet;
2) North 45°00’00” East, 113.66 feet to the beginning of a non-tangent curve to the left, whose radius point bears North 86°35’57” East;
Thence leaving said southeasterly right-of-way line and along said curve, having a radius of 24.00 feet, through a central angle of 131°35’57”, for an arc length of 55.12 feet; Thence North 45°00’00” East, 65.58 feet to the beginning of a tangent curve to the right; Thence along said curve, having a radius of 10.00 feet, through a central angle of 90°00’00”, for an arc length of 15.71 feet;
Thence South 45°00’00” East, 204.53 feet;
Thence South 45°00’00” West, 7.50 feet;
Thence South 45°00’00” East, 233.44 feet;
Thence South 69°30’43” East, 49.64 feet to a point on the southeasterly line of said parcel described in said Resolution No. 960;

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Packet Pg. 181 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School Pacifica School District Workforce Housing Project
File No. 2020-009: 930 Oddstad Blvd. (APN 023-672-600)
Thence southwesterly along said southeasterly line, South 20°29’17” West, 247.22 feet to the POINT OF BEGINNING.

Containing 218,586 square feet or 5.02 acres, more or less.

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Packet Pg. 182 Attachment: Attachment A: Ordinance 889-C.S. Approving Rezoning and Development Plan (5341 : Ordinance Adoption - Pacifica School Pacifica School District Workforce Housing Project
File No. 2020-009: 930 Oddstad Blvd. (APN 023-672-600)
Lot 2
All that certain real property situate in the City of Pacifica, County of San Mateo, State of California, being all of Lots 31-42, inclusive, Shenandoah Court, Carlsbad Court, Block 6, and being a portion of Lots 22-30, Lots 43-45, Lots 48 and 49 and Lot D, block 6, as said lots are shown on that certain map entitled “PARK PACIFICA HIGHLANDS NO. 1”, filed for record on October 5, 1965, in Volume 63 of Maps at Pages 13, 14 and 15, Records of San Mateo County, and also being a portion of that certain parcel of land described in that certain City of Pacifica Resolution No. 960, passed and adopted on March 22, 1967 in Book 5535 at