Rancho Cordova City Council
December 19, 2022

Lease Agreement
Cordova Community Council
ii

14.6 Survival of Obligations. Nothing herein shall be deemed to affect the right of the City under Article IX of this Agreement to indemnification for liability arising prior to the termination of this Agreement for personal injuries or property damage, nor shall anything herein be deemed to affect the right of the City to equitable relief where such relief is appropriate. No expiration or termination of the Term by operation of law, or otherwise, and no repossession of the Improvements or any part thereof shall relieve Lessee of its previously accrued liabilities and obligations hereunder, all of which shall survive such expiration, termination or repossession.

ARTICLE XV

GENERAL PROVISIONS

15.1 Force Majeure; Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Party, acts or failures to act of any public or governmental agency or entity (other than the Parties which shall not excuse delay in performance), or any other cause beyond the affected Party’s reasonable control (all of the foregoing “Force Majeure”). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Lessee (acting in the discretion of its City Manager unless he or she determines in his or her discretion to refer such matter to City Council) and the City. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

15.2 Reserved.

15.3 The City’s Right to Enter the Property. The City and its agents may enter the Property from time to time with 14 days’ notice to ensure that the Property is being used or improved in compliance with the Permitted Use.

15.4 Representations of the City and Lessee.

15.4.1 Lessee hereby represents and warrants that all of the following are true and correct as of the Effective Date:
(a) Lessee has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the ITEM 17.2. ATTACHMENT 2

Lease Agreement
Cordova Community Council
ii
legally valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon Lessee or any provision of any indenture, agreement or other instrument to which Lessee is a party or may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to Lessee.

15.4.2 The City hereby represents and warrants that all of the following are true and correct as of the Effective Date:
(a) The City has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the legally valid and binding obligation of the City, enforceable against the City in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon the City or any provision of any indenture, agreement or other instrument to which the City is a party or may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to the City.

15.5 Miscellaneous.

15.5.1 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

15.5.2 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery; ITEM 17.2. ATTACHMENT 2

Lease Agreement
Cordova Community Council
ii
(ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or
(iv) electronic transmission, in which case notice shall be deemed delivered upon transmittal, provided that a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery. Any notice given electronically shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a nonbusiness day.

City: City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attn: Public Works Director
Phone: _______________
Lessee: Cordova Community Council Foundation
2729 Prospect Park Drive, Suite 117
Rancho Cordova, CA 95670
Attn: Executive Director
Phone: _______________

15.5.3 Captions; Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree that since both Parties have participated in the negotiation and drafting of this Agreement with the advice of counsel, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

15.5.4 Successors and Assigns. Subject to the restrictions on transfer set forth in Article XV, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement as if in every case so expressed.

15.5.5 Reserved.

15.5.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of Sacramento County, California or in the Federal District Court for the Northern District of California.

ITEM 17.2. ATTACHMENT 2

Lease Agreement
Cordova Community Council
ii

15.5.7 Attorneys’ Fees. If either Party commences an action against the other to enforce any obligation contained herein, or to interpret any provision hereof, the prevailing party shall be entitled to recover from the other Party reasonable counsel fees, costs and necessary disbursements, as determined by the court having jurisdiction over the action.

15.5.8 Indemnity Includes Defense Costs. In any case where either Party is obligated under an express provision of this Agreement, to indemnify and to save the other Party harmless from any damage or liability, the same shall be deemed to include defense of the indemnitee by the indemnitor, such defense to be through legal counsel reasonably acceptable to the indemnitee.

15.5.9 No Third-Party Beneficiaries; Disclaimer of Partnership, Lender/Borrower Relationship. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties any rights or remedies hereunder. The relationship of the parties under this Agreement is solely that of the landlord and tenant, and it is expressly understood and agreed that the City does not as a result of this Agreement in any way nor for any purpose become a partner of Lessee or a joint venturer with Lessee in the conduct of Lessee’s business or otherwise. This Agreement is not intended to, and shall not be construed to, create the relationship of principal and agent, partnership, joint venture, or association as between the City and Lessee.

It is further expressly understood and agreed that this Agreement is not intended to, and shall not be construed to create the relationship of lender and borrower, and the City does not, solely as a result of this Agreement, become a lender to Lessee.

15.5.10 Entire Agreement. This Agreement, together with Exhibit A, which by this reference is hereby incorporated herein, contains the entire agreement between the Parties relative to the transactions covered hereby. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the Parties or their representatives, whether oral or written, are deemed to have been integrated into and superseded by this Agreement and are of no further force and effect except as expressly provided in this Agreement.

15.5.11 Waiver; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other covenant or provision hereof. No waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties.

15.5.12 Time is of the Essence. Time is of the essence of this Agreement and of each provision hereof.

15.5.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

ITEM 17.2. ATTACHMENT 2

Lease Agreement
Cordova Community Council
ii

15.5.14 Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of Lessee shall be personally liable to City or its successors in interest in the event of any default or breach by Lessee or for any amount which may become due from Lessee or Lessee’s permitted successors in interest pursuant to this Agreement.

SIGNATURES ON THE NEXT PAGE
ITEM 17.2. ATTACHMENT 2

Lease Agreement
Cordova Community Council
ii
IN WITNESS WHEREOF, the Parties have entered into this Lease as of the Effective Date.

TENANT: CITY:

CORDOVA COMMUNITY . CITY OF UNION CITY

COUNCIL FOUNDATION
By: __________________________ By:

City Manager

ATTEST:
______________________________
City Clerk

APPROVED AS TO FORM

City Attorney
ITEM 17.2. ATTACHMENT 2

DRAFT 12-12-22
3881510.6 A-1
Exhibit A

PROPERTY
(Attach Depiction)
ITEM 17.2. ATTACHMENT 2

27 EXHIBIT D
Form of Deed
Recording Requested by
and when Recorded, return to:

City of Rancho Cordova
2729 Park Drive
Rancho Cordova 95670
Attention: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
APN: _____________________

GRANT DEED
The undersigned Grantor declares: Documentary transfer tax is Exempt under Rev. & Tax Code Section 11922 – Transfer to public entity
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Cordova Community Council Foundation, a California nonprofit public benefit corporation (“Grantor”) hereby grants to the City of Rancho Cordova, that certain property (the “Property”) located in the City of Rancho Cordova, County of Sacramento, State of California, as more particularly described on Exhibit 1 attached hereto. Together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining.

IN WITNESS WHEREOF, the undersigned have executed this Grant Deed dated as of , 20 .

GRANTOR:

Cordova Community Council Foundation
a California nonprofit corporation
By:

Name:

Its:

ITEM 17.2. ATTACHMENT 2

28 ACKNOWLEDGMENT

STATE OF CALIFORNIA )
)

COUNTY OF )
On before me, ,
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ITEM 17.2. ATTACHMENT 2

29 Exhibit 1 to Grant Deed
ITEM 17.2. ATTACHMENT 2

30 ITEM 17.2. ATTACHMENT 2

31 EXHIBIT E
Environmental Definitions
As used in Section 10(c) of this Agreement, the following terms have the meanings set forth below:
“Contamination” – the Release or presence of Hazardous Substances in, on, underlying or surrounding the Property (including soils and groundwater), including migration of or depositing of Hazardous Substances onto or under adjoining or neighboring properties or the release or presence of Hazardous Substances from or associated with the Property at any other offsite location.
“Environmental Laws” – any and all federal, state, or local laws (including common law), rules, regulations, orders, ordinances, permits, authorizations, writs, judgments, injunctions, decrees or determinations, whether issued by a court or government agency, in effect during the period of this Agreement relating to the protection of the environment, the Release of any Hazardous Substances into the environment, the generation, management, transportation, storage, treatment and disposal of Hazardous Substances, or the pollution of air, soil, groundwater or surface water (including, without limitation, the Clean Air Act, the Toxic Substance Control Act, the Clean Water Act, the Comprehensive Environmental Response Compensation and Liability Act, and the Resource Conservation and Recovery Act, all as amended, including similar state or local laws).
“Hazardous Substance” – any toxic or hazardous substance, material or waste, pollutant, hazardous substance or wastes, petroleum or petroleum derived substance or waste, radioactive substance, material or waste, asbestos containing materials, or any constituent of any such substance or waste regulated under or defined by or pursuant to any Environmental Law. “Release” – any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment or into or out of the Property, including the movement of Hazardous Substances through or in the air, soil, surface water or groundwater of the Property or adjoining properties. 3862469.6
ITEM 17.2. ATTACHMENT 2

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated ______________, 2022, from Cordova Community Council Foundation, a California nonprofit benefit corporation, to the City of Rancho Cordova, a municipal corporation, County of Sacramento, State of California, the provisions of which are incorporated by this reference as though fully set forth in this Certification, to the City of Rancho Cordova pursuant to authority conferred by Resolution No. 68-2003 of the City Council of Rancho Cordova adopted by the City Council of the City of Rancho Cordova adopted on October 20, 2003, and the Grantee consents to recordation of the Grant Deed by its duly authorized officer.

Dated ______________, 2022
CITY OF RANCHO CORDOVA, a municipal corporation
By: __________________________________
City Manager
ITEM 17.2. ATTACHMENT 3

1 City of Rancho Cordova
Acquisition and Relocation of
2300 Mine Shaft Property
December 19, 2022
CityOfRanchoCordova.org
ITEM 17.2. ATTACHMENT 4

2 US 50/Rancho Cordova Interchange Project

1. This Project proposes a new 2-mile major north-south roadway with a new interchange with US 50 on the north and a signalized intersection on the south at White Rock Road.

2. The proposed interchange will include eastbound and westbound US 50 auxiliary lanes.

3. The overcrossing structure will span US 50, Folsom Blvd., the SacRT light rail and Union Pacific Railroad tracks, Folsom South Canal, and Buffalo Creek.

4. The Project requires acquisitions from Cordova Community Council and the relocation of the Mineshaft Building.

ITEM 17.2. ATTACHMENT 4

3 US 50/Rancho Cordova Interchange Project
`
Access
Easement
Fee
Acquisition
Mineshaft
Bldg
Project Coordination Timeline

1. 2005 the City initiates the US50/Rancho Cordova
Parkway Interchange Project.

2. 2018, the City and Cordova Community Council
(CCC) begin negotiations on the purchase of
land and building per the fair market value.

Original approach was to have the building
removed.

3. Early 2022, CCC preferred and requested that
the building be relocated.

4. The City agreed with the proposed relocation.

5. The City/CCC agree to the acquisition in the
amount of $4,920,000.

6. The City/CCC agree to relocation support in the
amount of $1,280,000.

7. August 2022, CCC requested consideration for
Addition 1 to the relocated building.

8. November 2022, CCC requested consideration
for Addition 2 to the relocated building.

ITEM 17.2. ATTACHMENT 4

POTENTIAL ENHANCEMENTS

TO THE MINE SHAFT BUILDING

AS PROPOSED BY

CORDOVA COMMUNITY

COUNCIL
ITEM 17.2. ATTACHMENT 4

ITEM 17.2. ATTACHMENT 4

ITEM 17.2. ATTACHMENT 4

ADDITION 1
• Add 2-story 4,000 square foot addition
• Add greater capacity elevator
• Relocate restrooms and elevator to addition
• Add a Box Office/Ticket Booth
• Add catering kitchen
• Add office space, Green Room
• Work room and storage
American River Room Mine Shaft Addition 1
3,800 square feet 6,000 square feet
300 auditorium 489 auditorium
180 banquet 293 banquet
2,000 square fee balcony x 2
$5.4 MILLION
ITEM 17.2. ATTACHMENT 4

THE GREAT SPACE
• Add 1,600 sq. ft. open space
• Two stories
• Expanding view lines for
performances
• Expanding event capacity

THE MINE SHAFT
ITEM 17.2. ATTACHMENT 4

THE GREAT SPACE
Add 2-story open space
to the central hall
American River Room Mine Shaft Addition 1 The Great Space 3,800 square feet 6,000 square feet 7,600 square feet
300 auditorium 489 auditorium 600 auditorium
180 banquet 293 banquet 360 banquet
2,000 square ft balcony x 2 2,000 square ft balcony x2
$3.4 MILLION
ITEM 17.2. ATTACHMENT 4

GLACIER HOTEL

GLACIER

NATIONAL PARK

THE MINE SHAFT
ITEM 17.2. ATTACHMENT 4

OPPORTUNITY SUMMARY
• Preserving an iconic building for Rancho Cordova and beyond • Provide near term event and performance space, building audiences while Mills Crossing project evolves
• Improve and expand Heartstoppers as regional attraction • 2022: 14,460 visitors; $575,000 total revenue
• Add event space with capacity not currently available in Rancho Cordova
• Ample parking
• Shovel ready
• Not requesting on-going funding
• Known partner
Finalize sale of property January 2023
Install basement floor Summer 2023
Host Heartstoppers Fall 2023
Move building Fall 2023
Move in Summer 2024

TIMELINE
ITEM 17.2. ATTACHMENT 4

12 FUNDING CONSIDERATIONS
Legacy Fund Balance as of 6/30/23: $6.3 Million
FY 22/23 Legacy Fund Commitments:

Little League: $5.0 Million
Mineshaft Relocation Support $1.3 Million
FY 23/24 Estimated Measure H Allocation (23%): $2.7 Million FY 23/24 Estimated Measure R Allocation (20%): $2.4 Million Thank you!
ITEM 17.2. ATTACHMENT 4

13 Council Discussion
Staff Recommends the following:
o Approve Resolution Authorizing the Acquisition of Property at 2300 Mine Shaft Lane and Authorize the Execution of a Real Estate Purchase and Sale Agreement for $4.92 Million
o Set aside of $1.28 Million from Measure H Legacy Fund for Proposed Relocation Support of Mineshaft Building
o Provide direction on potential enhancements to Mineshaft Building as proposed by Cordova Community Council
Thank you!
ITEM 17.2. ATTACHMENT 4

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 17.3.

DATE: December 19, 2022
TO: Honorable Mayor and Council Members
FROM: Kim Juran, Administrative Services Director
SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

THE SECOND AMENDMENT TO THE SECOND RESTATED GRANT

AGREEMENT BETWEEN THE CITY OF RANCHO CORDOVA AND

THE CORDOVA COMMUNITY COUNCIL FOUNDATION AND

PRESENTATION BY CORDOVA COMMUNITY COUNCIL OF

PROPOSED EVENTS AND ACTIVITIES TO CELEBRATE THE CITY
OF RANCHO CORDOVA’S 20TH ANNIVERSARY IN 2023

RECOMMENDATION
Receive the presentation and adopt the Resolution.

RESULT OF RECOMMENDED ACTION
Cordova Community Council staff would like to solicit City Council feedback on the proposed events and activities to commemorate the City's 20th Anniversary Celebration in 2023. Adoption of the resolution will amend the City's grant agreement with Cordova Community Council through June 30, 2023.

BACKGROUND
Since 2007, the City has given grant funds to the Cordova Community Council Foundation (CCCF) for the purpose of creating a professionally managed umbrella organization for Rancho Cordova non-profit organizations. The goal for strengthening the 50+ year old Community Council has always been to build capacity for volunteer management, fund-raising and community event support as a much-valued and necessary contributor to one aspect of a healthy, newly incorporated city. Over the past ten years, support for the CCCF has been given in a series of three-year grants, with the last one concluding June 30, 2022. The cumulative total of all grant funds to date is $6,064,392, not including separate awards granted through the City’s Community Enhancement Fund process.

The City Council has continued to support the work of the CCCF and has indicated its desire to continue providing grants to ensure the continuation of key city events including Fourth of July, IFest, and Kids Day in the Park. Without the financial support of the City, CCCF would be unable to sustain these community events. The proposed one-year agreement would include the following terms in line with the prior grant agreement:

City Council Staff Report - Page 2 of 2

 Fiscal Year 2022-23: $640,000 in grant funds will be made available to the Grantee from July 1, 2022 through June 30, 2023.
o A one-time supplemental budget of $150,000 will be made available to the Grantee for the proposed events and activities to commemorate the City’s 20th Anniversary in 2023. A presentation by the Cordova Community Council will be given to highlight the proposed events and activities to celebrate this occasion.

All funds received under the terms of this agreement will be available for operational purposes. At the request of the Cordova Community Council, a new three-year grant agreement will be developed in coordination with the City's Fiscal Year 2023-25 budget process.

FISCAL IMPACT AND FUNDING SOURCE

ATTACHMENT(S)

1. Resolution

2. Second Amendment to Second Restated Grant Agreement Cordova Community Council

3. 20th Anniversary Presentation

ITEM 17.3. ATTACHMENT 1
Resolution No. XX-2022 Page 1 of 2

CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE THE SECOND

AMENDMENT TO THE SECOND RESTATED GRANT AGREEMENT BETWEEN THE CITY

OF RANCHO CORDOVA AND THE CORDOVA COMMUNITY COUNCIL
WHEREAS, the Parties entered into the original Grant Agreement dated July 1, 2007, a First Amendment to that Grant Agreement on September 17, 2007, a First Restated Grant Agreement on July 1, 2008, a First Amendment to the First Restated Grant Agreement on July 1, 2010, a Second Amendment to the First Restated Grant Agreement on July 1, 2012, a Third Amendment to the First Restated Grant Agreement on July 1, 2013, a Second Restated Grant Agreement on July 1, 2017, and a First Amendment to the Second Restated Agreement on December 16, 2019, for the purpose of providing community capacity-building services; and WHEREAS, this Second Amendment to the Second Restated Agreement will allow a continuation of civic engagement, community event support, volunteer management, and allow the professionally managed organization to focus on maintaining the level and quality of community events and support that Rancho Cordovans have come to enjoy and the City desires to continue; and
WHEREAS, the City Council has made the necessary appropriations in fiscal year 2022- 23 (through adoption of the two-year Budget); and
WHEREAS, in view of these budget appropriations, the Parties desire to extend the term of the agreement to June 30, 2023 by way of this Second Amendment to the Second Restated Agreement; and
WHEREAS, the Parties agree this Second Amendment to the Second Restated Grant Agreement is necessary in order for the City to continue receiving services by Grantee.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA authorizes the City Manager to execute the Second Amendment to the Second Restated Grant Agreement between the City of Rancho Cordova and the Cordova Community Council
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of December 2022 by following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ITEM 17.3. ATTACHMENT 1
Resolution No. XX-2022 Page 2 of 2
ATTEST:
, Mayor
Stacy Leitner, CMC
City Clerk

SECOND AMENDMENT TO SECOND RESTATED GRANT AGREEMENT
This Second Amendment to the Second Restated Grant Agreement between the City of Rancho Cordova, a California municipal corporation (“City”) and the Cordova Community Council Foundation, a California public benefit corporation (“Grantee”) entered into on this 19th day of December, 2022.

RECITALS
WHEREAS, the Parties entered into the original Grant Agreement dated July 1, 2007, a First Amendment to that Grant Agreement on September 17, 2007, a First Restated Grant Agreement on July 1, 2008, a First Amendment to the First Restated Grant Agreement on July 1, 2010, a Second Amendment to the First Restated Grant Agreement on July 1, 2012, a Third Amendment to the First Restated Grant Agreement on July 1, 2013, a Second Restated Grant Agreement on July 1, 2017, and a First Amendment to the Second Restated Agreement on December 16, 2019, for the purpose of providing community capacity-building services; and WHEREAS, this Second Amendment to the Second Restated Agreement will allow a continuation of civic engagement, community event support, volunteer management, and allow the professionally managed organization to focus on maintaining the level and quality of community events and support that Rancho Cordovans have come to enjoy and the City desires to continue; and
WHEREAS, the City Council has made the necessary appropriations in fiscal year 2022- 23 (through adoption of the two-year Budget); and
WHEREAS, in view of these budget appropriations, the Parties desire to extend the term of the agreement to June 30, 2023 by way of this Second Amendment to the Second Restated Agreement; and
WHEREAS, the Parties agree this Second Amendment to the Second Restated Grant Agreement is necessary in order for the City to continue receiving services by Grantee.

THEREFORE, in reliance upon and in consideration of the mutual representations and obligations hereunder, the City and the Grantee agree as follows:

TERMS

1. “ARTICLE VI” of the Second Restated Grant Agreement is deleted in its entirety and amended to read as follows:
“ARTICLE VI: Term and Funding.

The term of this Agreement is from July 1, 2022 through June 30, 2023, in order to accomplish continuity and stability of year-round community events. Subject to the provisions of the Agreement and City Council approval during the budget approval process, the City will make ITEM 17.3. ATTACHMENT 2

grant funds available to Grantee for operational expenses for the purpose of delivering outcomes in the form of services and products as follows:
• Fiscal Year 2022-23: $640,000 in grant funds will be made available to the Grantee from July 1, 2022 through June 30, 2023.
o A one-time supplemental budget of $150,000 will be made available to the Grantee for the proposed events and activities to commemorate the City’s 20th Anniversary in 2023.

The above amounts are subject to, and contingent upon, the City’s budget approval and appropriations process and as such, may be amended by a majority of the Council during the budget approval and amendments process.

2. Except as otherwise amended or modified by this Second Amendment to the Second Restated Grant Agreement, all the terms and conditions of the Second Restated Grant Agreement shall remain in full force and effect.

In witness whereof, the Parties have executed this Second Amendment to the Second Restated Grant Agreement as of the effective date first written above.

CORDOVA COMMUNITY COUNCIL
FOUNDATION (GRANTEE), a California
public benefit corporation
By:

Its:

CITY OF RANCHO CORDOVA, a
California municipal corporation
By: Cyrus Abhar
Its: City Manager
ITEM 17.3. ATTACHMENT 2

ATTEST:
________________________________
By: Stacy Leitner
Its: City Clerk, CMC
APPROVED AS TO FORM:
________________________________
By: Adam U. Lindgren
Its: City Attorney

ITEM 17.3. ATTACHMENT 2

20th
Anniversary
Celebration
ITEM 17.3. ATTACHMENT 3

20th Anniversary
Celebration
ITEM 17.3. ATTACHMENT 3

20th Anniversary
Celebration
Rancho Cordova incorporation was
a citizen-driven, grassroots effort
to control local destiny and
encompassed a million dreams for
what a new city could be.

ITEM 17.3. ATTACHMENT 3

ITEM 17.3. ATTACHMENT 3

20th Anniversary
Celebration
A Million Dreams
I close my eyes and I can see
A world that's waiting up for me
That I call my own
Through the dark, through the door
Through where no one's been before
But it feels like home…
They can say it all sounds crazy
They can say we've lost our minds
I don't care if they call us crazy
Run away to a world that we design
.... Every night, I lie in bed
The brightest colors fill my head
A million dreams are keeping me awake
I think of what the world could be
A vision of the one I see
A million dreams is all it's gonna take
A million dreams for the world we're gonna make
ITEM 17.3. ATTACHMENT 3

20 Years. A Million Dreams.

Friday, June 30: City Magic at the MACC
Opening of the Million Dreams Exhibit at the MACC
Music@the MACC
Finale performance by renowned speed painter
Saturday, July 1: 20th Anniversary Musical Tribute
Show at the Cordova High Performing Arts Center
RC Concert Band and Symphony d’Oro
Ice cream social at the Intermission
Monday, July 3: Civic Events Day and Hagan Park Anniversary Show Purpose designed City Council meeting
Champagne Toast in the Lobby
All Aboard the Million Dreams Express for Hagan Park
Million Dreams Fireworks Display
Tuesday: Million Dreams Parade and Fourth of July Celebration Million Dreams Mile Run
Million Dreams Parade (Ride the Million Dreams Express!) Fourth of July Celebration and Fireworks Spectacular
ITEM 17.3. ATTACHMENT 3

July 3: Civic Events Day
Your day to shine.
‘Kicked up’ City Council meeting
Council member observations
Screening of the Anniversary video
Accept anniversary greetings from dignitaries
Reunite with the RC Five-year Olds
In Hagan Park
Train ride from City Hall to Hagan Park with RCPD escort Tethered Hot Air Balloon rides for the public
Special upgrades to concert * Screen video on stage video wall Special upgrades to Million Dreams fireworks show
Special art project for public participation
‘Share your dreams’ activity
Flyover * Airplane banners
ITEM 17.3. ATTACHMENT 3

July 4: Million Dreams Parade
Fourth of July Celebration
9 a.m. Million Dreams Mile
10 a.m. Million Dreams Parade * You lead in train!
Post Parade Train Rides for the public
4 p.m. Fourth of July Celebration
In Hagan Park
Tethered Hot Air Balloon rides for the public
Special upgrades to concert * Screen video on stage video wall Special upgrades to Million Dreams fireworks show
Special art project for public participation
‘Share your dreams’ activity
City booth with giveaways
Flyover * Airplane banners
ITEM 17.3. ATTACHMENT 3

20th Anniversary Celebration:
and the beat goes on…
State of the City
RC Community Christmas Tree Lighting
Million Dreams theme for State of the City, with appropriate room decoration, staging, etc. to illustrate the anniversary Rancho Cordova Luncheon with 20th Anniversary focus
Special Million Dreams decoration to the Community Tree, with lighted “20 Years” tree-topper or other tree treatments Million Dreams adornment to the tower at Village Green
Special Million Dreams giveaways from Santa to children Working in theme to all the Tree lighting activities
ITEM 17.3. ATTACHMENT 3

ITEM 17.3. ATTACHMENT 3

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 17.4.

DATE: December 19, 2022
TO: Honorable Mayor and Council Members
FROM: Adam Lindgren, City Attorney
SUBJECT: A RESOLUTION UPDATING THE CITY SALARY RANGE TABLE AND

APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE CITY

AND MICAH RUNNER FOR SERVICE AS CITY MANAGER AND

SETTING THE TERMS OF EMPLOYMENT, INCLUDING SALARY AND

BENEFITS

RECOMMENDATION
Adopt the Resolution approving a resolution updating the City Salary Range Table and approving an employment agreement between the City and Micah Runner for service as City Manager and setting the terms of employment, including salary and benefits.

RESULT OF RECOMMENDED ACTION
Adoption of the Resolution by the City Council would allow Micah Runner to provide services to the City of Rancho Cordova as City Manager. Mr. Runner would be promoted from his current position as Deputy City Manager and begin providing services as City Manager on January 1, 2023 subject to the terms, conditions, compensation and benefits specified in the agreement.

DISCUSSION
The agreement attached to the resolution contains the proposed terms of employment between the City and Mr. Runner. Mr. Runner was selected in an internal recruitment. The City solicited and considered input from the community, City Leadership Team members, and community stakeholders, and interviewed Mr. Runner before beginning negotiations with him.

This draft agreement reflects the direction that the City Council provided to its labor negotiators.

Mr. Runner has served as the Deputy City Manager since 2019 and was the City’s Economic Development Manager from 2007 to 2013. Details of Mr. Runner’s qualifications and appointment are summarized in a press release issued by the City and available on the City’s website.

The proposed terms of the agreement are similar to those previously provided to the outgoing City Manager Cyrus Abhar, who is retiring after nineteen years of distinguished service to the City. The terms include a starting annual salary of $265,000, benefits similar to those provided to the City’s Department Heads, and a severance provision. Key terms of the agreement

City Council Staff Report - Page 2 of 2
include:
 An annual review at which performance goals and objectives will be established for the coming year, bi-annual reviews, and quarterly executive performance reviews in 2023;  An annual cost of living increase of the greater of 2.5% or the Consumer Price Index;  Council discretion to grant salary increases, and a performance based bonus up to 5% of base salary, but no automatic step or other increases in compensation;  9 months’ severance;
 A $500 monthly car allowance;
 $500,000 in term life insurance; and
 Benefits generally consistent with those provided to City department heads.

ATTACHMENT(S)

1. Resolution

2. City Manager Agreement

ITEM 17.4. ATTACHMENT 1
Resolution No. XX-2022 Page 1 of 1

CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA

UPDATING THE CITY SALARY RANGE TABLE AND APPROVING AN EMPLOYMENT

AGREEMENT BETWEEN THE CITY AND MICAH RUNNER FOR SERVICE AS CITY

MANAGER AND SETTING THE TERMS OF EMPLOYMENT, INCLUDING SALARY AND

BENEFITS
WHEREAS, the City Council desires to appoint Micah Runner to serve as City Manager commencing on January 1, 2023, pursuant to the terms of the attached employment agreement that sets forth the terms and conditions of his employment, including salary and benefits; and WHEREAS, the City Council received an oral report and considered this matter at the regularly scheduled City Council meeting on December 19, 2022.

NOW THEREFORE, the City Council of the City of Rancho Cordova hereby resolves that:
1) Step E in the City Salary Range Table is reduced and updated to Twenty-Two Thousand Dollars Eighty-Three Dollars and Thirty-Three Cents ($22,083.33) each month. 2) The Employment Agreement between the City and Micah Runner setting the terms, conditions, and compensation for employment, attached hereto as Exhibit A, is approved and Mayor Terry is hereby authorized to execute said agreement.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova this 19th day of December 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________
, Mayor
ATTEST:

Stacy Leitner, CMC,
City Clerk

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

EMPLOYMENT AGREEMENT

WITH CITY MANAGER

AND CITY OF RANCHO CORDOVA
This Employment Agreement (“Agreement”) is entered into this 19th day of December, 2022 by and between the City of Rancho Cordova, California and Micah Runner, an individual.

WHEREAS, the City of Rancho Cordova, hereinafter referred to as "City," requires the services of a City Manager; and
WHEREAS, Micah Runner, hereinafter referred to as "City Manager," agrees to provide the necessary skills and expertise of a City Manager to the City beginning January 1, 2023; and
WHEREAS, for the purposes of this Agreement, the Rancho Cordova City Council will be hereinafter referred to as the "City Council"; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions, the parties agree as follows:

I. COMMITMENTS & UNDERSTANDINGS
A. Duties & Authority
The City Manager shall be the Chief Executive Officer of the City, and shall be responsible to the City Council for the proper administration of all affairs of the City.

The City Manager shall administer and enforce the vision and policies established by the City Council and promulgate rules and regulations as necessary to implement City Council policies.

The City Manager is a member of the International City/County Management Association (“ICMA”) and the City Manager shall perform all legally permissible and proper duties and functions as the City Council shall from time to time assign. In the course of his duties, the City Manager will conform to the ICMA Code of Ethics.

1. The City Manager shall have the power and shall be required to:
(a) Generally attend City Council meetings. The City Manager shall not be excluded from any City Council meeting, unless excused by the City Council in order for the Council to conduct his performance evaluation or to receive legal
advice on matters on which the City Manager has a conflict

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

of interest. The City Manager shall be seated at the City Council dais or with the City Council at all City Council meetings which he attends and may take part in the
discussion of all matters before the City Council.
(b) Review all documents prior to agendizing for any special and/or regular meetings of the City Council. The City
Manager may make recommendations to the City Council
concerning the endorsement of or opposition to any
proposed agenda items.

If, in the opinion of the City Manager and the Mayor, an item is inappropriate for consideration or is inadequately
prepared, it shall not be agendized, but returned immediately to the person who submitted it with the reason for rejection. (c) Appoint, transfer, evaluate, discipline, and dismiss all department heads, including the City Clerk and City
Treasurer, who shall serve at the pleasure of the City
Manager, except as otherwise specifically required by law, City Council policy, and further excluding the City Attorney, who is appointed by the City Council. Further, all legal services agreements require the approval of the City
Attorney following general consultation with the City
Manager.
(d) Control, order, and give directions to all heads of departments and subordinate officers, employees,
contractors, subcontractors, volunteers and other service providers or agents of the City. This includes the power to set aside any action taken by a department head and may supersede him or her in the functions of his or her office, except as expressly prohibited by state law, federal law or City contract.
(e) Provide management training and develop leadership
qualities among department heads and staff as necessary to build a City management team that can plan for and meet future challenges.
(f) Conduct research in administrative practices so as to bring about greater efficiency and economy in City government.

Develop and recommend to the City Council long-range
plans and policies to improve City operations and to prepare for future City growth and development.
(g) Coordinate the work of all appointive City officers,

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

departments, and institutions in such matters, which are the concern and responsibility of the City Council. He may
undertake any study or investigation he believes is
necessary or desirable, and shall make any study or
investigation the City Council directs. He shall implement changes that he believes will result in greater efficiency and economy in the administration of City affairs. To enable the City Manager to carry out such responsibilities, he may require reasonable and appropriate reports from any officer, department head.
(h) Recommend to the City Council from time to time, adoption of such measures as may be deemed necessary or
expedient for the health, safety, or welfare of the community or for the improvement of administrative services.
(i) Consolidate or combine offices, positions, departments, or units under his jurisdiction. The City Manager may be the head of one or more departments.
(j) Exercise control of City government in extreme emergencies when there is not sufficient opportunity for the City Council to act. In such an instance the City Manager shall have the authority to hire necessary extra personnel, purchase
necessary supplies and equipment, and take other actions necessary to meet such emergencies.
(k) The City Manager may perform other functions which may not be formally described in the City of Rancho Cordova Municipal Code, but which are important to the City Council.

These may include business development activities with
special regional governments, volunteer agencies,
Chambers of Commerce, or local service club leadership
activities.

2. Disability or inability to perform
In the event the City Manager becomes mentally or physically incapable of performing his functions and duties with reasonable accommodation and it reasonably appears such incapability will last for more than three (3) months, the City Council may terminate employment of the City Manager; however in such instance, the City Manager shall be entitled to severance pay as provided herein.

B. City Manager Commitments

1. Objectives, Specific Tasks, and Work Plans

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

The City Manager shall customize his administration of the affairs of the City government to match the vision and objectives established for the office and the policy decisions adopted by a majority of the City Council. This includes the vision for the community established by the City Council, City goals, and the adopted City budget.

The City Manager agrees to accomplish specific tasks as specified and described by the City Council from time to time in a timely and professional manner. Such specific tasks shall be discussed with the City Manager and then adopted by motion by the City Council as frequently as the City Council may choose. Such specific tasks and work plans shall then be considered a part of this Agreement.

This shall include an annual list of specific and measurable objectives established by the City Council and City Manager and approved by the City Council, as more specifically described in Section I.E.1 below.

2. Hours of Work
The City Manager is an exempt employee who does not accrue compensatory time off, but is expected to engage in those hours of work which are necessary to fulfill the obligations of his position.

The City Manager does not have set hours of work as he is expected to be available at all times.

It is recognized that the City Manager must devote a great deal of his time outside "normal office hours" to the business of the City, and to that end the City Manager's schedule of work each day and week shall vary in accordance with the work required to be performed. The City Manager shall spend sufficient hours on site to perform his duties.

The City Manager shall not spend more than sixteen (16) hours per month (chargeable to the Universal Leave Program, (ULP), if the hours are during "normal office hours") in teaching, consulting, speaking, or other non-City connected business for which compensation is paid, without the expressed prior consent of the City Council.

C. City Commitments

1. The City shall provide the City Manager with the compensation, incentives and benefits specified in this Agreement.

2. The City shall provide the City Manager with a private office, executive assistant, staff, office equipment, supplies and all other facilities and services adequate for the performance of his duties.

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

3. The City shall pay for or provide the City Manager reimbursement of actual and reasonable business expenses. The City shall provide the City Manager a City credit card to charge appropriate and lawful business expenses.

4. The City agrees to budget for and pay the professional dues and subscriptions on behalf of the City Manager which are necessary for the City Manager's continuation and full participation in national, regional, state, or local associations and organizations necessary and desirable for the good of the City, and for the City Manager's continued professional participation and advancement.

5. The City agrees to budget for and pay the travel and subsistence expenses of the City Manager, to pursue official and other functions for the City and meetings and occasions to continue the professional development of the City Manager, including, but not limited to, national, regional, state, and local conferences, and governmental groups and committees upon which the City Manager serves as a member.

6. The City also agrees to pay as provided for in the annual budget for the travel and subsistence expenses of the City Manager for short courses, institutes and seminars that are necessary for the good of the City.

7. The City recognizes the desirability of representation in and before local civic and other organizations, and the City Manager is authorized to become a member of civic clubs or organizations, for which the City shall pay membership dues.

8. The City shall provide a computer, laptop computer for travel and home use, high-speed internet access, cellular phone or the City’s standard stipend for a high useage cellular phone, scanner, copy machine and similar devices to the City Manager at the City's expense.

D. City Council Commitments

1. The City Council endeavors to establish the vision for the community and set overarching City policy to guide the City Manager and staff, including the adoption of the City budget.

2. The City Council recognizes that to meet the challenges facing the City they must exercise decisive policy leadership. As one step in carrying out this leadership responsibility, the City Council commits to spending time each year to work with the City Manager and staff on setting goals and priorities for the City government, and to work on issues that may be inhibiting the maximal achievement of City

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

goals.

3. Except for the purpose of inquiry, the City Council and its members shall deal with the administrative service solely through the City Manager, and neither the City Council nor any member thereof shall give orders or instructions to any department head or subordinate of the City Manager either publicly or privately. Neither the City Council nor any individual member thereof shall interfere with the execution of the powers and duties of the City Manager.

4. The City Council agrees none of its individual members will order the appointment or removal of any person to any office or employment.

5. The City Council agrees none of its members will publicly censure or criticize City staff and will instead relay any criticism of a City staff member privately through the City Manager.

E. Mutual Commitments

1. Performance Evaluation
Regular performance evaluations are an important way for the City Council and the City Manager to ensure effective communications about expectations and performance.

The City Council recognizes that for the City Manager to respond to their needs and to grow in the performance of his job, he needs to know how the City Council members think he is performing.

To assure the City Manager gets this feedback, the City Council commits to conduct a full evaluation of the City Manager's performance at least once each year, generally in November or December, and also to conduct executive performance evaluations at least every three months through 2023 and bi-annually thereafter. The City Council and the City Manager agree that these performance evaluations may also occur as and when requested by either the City Council or the City Manager. . The City Council or City Manager may use an outside facilitator to assist them in conducting this evaluation.

The annual review and evaluation shall be in accordance with specific criteria developed jointly by the City Council and the City Manager. Such criteria shall be in the form of up to five specific significant and measurable objectives, which are more specifically described in the following paragraph. Such criteria may be added to or deleted as the City Council may from time to time determine in consultation with the City Manager.

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

The City Council and the City Manager shall define such goals and performance objectives which they determine necessary for the proper operation of the City for the attainment of the City Council's policy objectives. The City Council and the City Manager may further annually establish a relative priority among those various goals and objectives, which shall be reduced to writing and adopted by the Council in the form of up to five specific significant and measurable objectives that it wants the City Manager to strive to achieve in coming years. Following the City Manager’s annual performance evaluation, the City Council shall adopt in open session specific objectives for the coming year, either as a standalone action or as part of another action such as approval of the City Budget or Mid-Year Budget Adjustment. The City Manager shall be evaluated based on his success in achieving these defined objectives, and decisions regarding the City Manager’s
compensation shall depend in significant part on his achievement of these adopted objectives.

Additionally, every three years the performance evaluation will include a detailed review of the terms of this Agreement related to compensation and a salary survey of comparable jurisdictions’ City manager compensation packages.

2. City Manager's Mandate
Rancho Cordova is an innovator and leader in a new era and attitude of City government. Financial constraints and uncertainty are driving new thinking about the role and operation of government. The City must be financially strong, yet the City must not be an undue burden on taxpayers. The City cannot provide for every citizen service request; however, the City will not ignore legitimate community needs. The City must develop an identity and independence, and yet not contribute to the expensive and senseless duplication of services in the surrounding region. In short, the successful future of the City government demands that the City Manager be aggressive, innovative, collaborative, and willing to take risks. The City and City Manager's mutual responsibility is to help shape a Rancho Cordova City government capable of meeting those challenges.

The City Manager and the City Council agree that the mandate for this position is to:
(a) Provide excellent, not mediocre, government services that are:
 Efficient

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

 Effective
 Well-respected
 Entrepreneurial
(b) Not only manage the City, but to fundamentally build how it works by contributing policy recommendations and
innovative ideas to its City Council and community.
(c) Continue to positively change how citizens, businesses, and employees "experience" Rancho Cordova City government
by establishing quality interactions between employees, the citizens, businesses, partnership agencies, and the City Council, and by building a positive culture in City
government.
(d) Create community and citizen pride in City government. (e) Build a modern government by:
 Developing the capacity for intelligent change;
 Determining the benchmark agencies by which we
can inform and measure our progress;
 Creating a City government that has never existed
before in California; and
 Continuing to be a benchmark for other City
governments to emulate.

II. REMUNERATION
The City agrees to provide the following compensation to the City Manager during the term of this Agreement:

A. Compensation & Required Employer Costs

1. Base Salary
The City Manager shall be paid a monthly salary of Twenty-Two Thousand Dollars Eighty-Three Dollars and Thirty-Three Cents ($22,083.33) which amount is Step E in the Salary Range Table as adopted by the City of Rancho Cordova Resolution. This
constitutes "Base Salary."
Following the annual review of the performance of the City

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

Manager by the City Council, and adoption of specific goals and objectives, as provided herein (Section I.E.1, above), the City Manager shall receive an annual compensation cost of living increase at a rate of 2.5% of his salary, or at the rate of the Consumer Price Index (for All Urban Consumers for the San Francisco-Oakland-San Jose, California region as published by the U.S. Department of Labor, Bureau of Labor Statistics), whichever rate is greater.

Additionally, following the annual performance review, at the discretion of the City Council, the City Manager will be eligible to receive an additional salary increase, and will be eligible to receive a performance incentive payment in an amount less than or equal to five percent (5%) of Base Salary. The City Manager may receive this performance incentive payment only if the City Council determines that he has produced exceptional results for the organization, which go above and beyond the expectations of his job obligations, as demonstrated by the accomplishment of the specific significant and measurable objectives (up to five total) adopted for him by the City Council based on his preceding performance evaluation. The City Manager may be considered for a performance incentive payment based upon his 2023 annual performance evaluation, if so desired by City Council, and each annual performance evaluation thereafter. Incentive payments do not increase Base Salary, but, subject to PERS, will be reported by the City to PERS as “bonus pay for performance.” Incentive payments shall be payable in the pay period immediately following the performance evaluation.

The City Manager shall be paid at the same intervals and in the same manner as regular City employees. Any incentive payment to the City Manager will be paid in the payroll cycle following its approval by the City Council.

The City shall not at any time during the term of this Agreement reduce the base salary, compensation or other financial benefits of City Manager, unless as part of a general City management salary reduction, and then in no greater percentage than the average reduction of all department heads. If such a non-uniform reduction occurs, the City Manager may deem such action to be a termination without cause and shall be eligible for severance compensation under the terms provided herein in Section IV.C.1, below.

2. Additional Employer Costs paid on behalf of City Manager (a) PERS (an actuarially-determined variable percentage each year)

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

(b) Medicare (1.45% of all wages)
(c) Unemployment Compensation
(d) Worker's Compensation
(e) The cost to defend and indemnify the City Manager to the full extent of the law as provided by the California
Government Claims Act.

B. Basic Benefits

1. Holidays
The City Manager will receive twelve (12) paid holidays each calendar year but no less than all official City holidays.

2. Leave Allowance
The City may provide several leave benefits to its employees, including sick, vacation, administrative, compensatory time, personal, military, family, bereavement and funeral leave. In lieu of those leave programs, the City Manager shall receive only Universal Leave, which must be used for vacation, administrative leave, sickness, disability, or for the critical illness or death of an immediate family member.

At the outset of employment, the City Manager shall be provided with the same Universal Leave allowance balance he possessed in his prior position as Interim City Manager. Thereafter, the City Manager shall accrue Universal Leave at the same rate and in the same manner at which it is accrued and banked by department heads, beginning immediately upon the effective date of this Agreement. The maximum accrual of his Universal Leave time shall be 400 hours.

3. Automobile
The City Manager shall be provided a monthly auto allowance of $500, and chooses to use his own vehicle for City-related business and/or functions during, before and after normal work hours. The Parties understand that the car allowance amount is not part of the compensation used for PERS determinations. By the City Manager making his personal automobile available for use, he is not precluded from using City vehicles for City business during, before, and after the normal workday on occasion, when appropriate.

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

4. Benefits that Accrue to Other Employees
Unless otherwise specified herein, all benefit provisions adopted by the City as they apply to City employees shall apply to the City Manager as well.

III. INCOME SECURITY
A. Pensions

6. Retirement Plans. The City shall participate in PERS. The contribution rate for all employees in the local miscellaneous category is set by the Rancho Cordova City contract with PERS.

The contributions made by the City and the City Manager to PERS shall be consistent with the contribution levels of and on behalf of the City’s department heads.

Survivors Continuance
The City shall provide a Section 21548 benefit (Pre-Retirement Optional Settlement 2 Death Benefit), an optional benefit provision with PERS, which protects spouses if an employee dies prior to retirement.

Deferred Compensation
(a) 457 Plan
The City will make at least one qualified 457 Plan available to its employees, including the City Manager. Amounts
contributed under this section shall be to the benefit of the City Manager in accordance with the Deferred
Compensation Plan participation agreement.
(b) 401(a) Plan
The City has established a Section 401(a) Plan with
MissionSquare Retirement for the benefit of the City
employees. Any performance incentive pay awarded under
the terms hereof may be put into an Internal Revenue Code Section 401 (a) defined contribution plan established for the City employees, or taken as pay, at the City Manager's
option upon hire. Any election to the 401(a) Plan is an irrevocable election.

B. Insurances

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

1. Cafeteria Plan
The City Manager shall receive a Cafeteria Plan contribution in the same amount as other employees for medical, dental and vision insurances. If the City Manager can provide proof of health coverage from other sources, he shall be eligible for any cash-inlieu or other program the City provides its department heads.

2. Disability Insurance
SDI (State Disability Insurance) pays for injuries incurred off the job. The SDI tax is calculated up to the SDI taxable wage limit and withheld from the City Manager wages.

The City agrees to pay the premiums for the City Manager to be covered by the City's long-term disability insurance plan.

3. Life Insurance
Term Life insurance in the amount of $500,000 will be provided by the City. $150,000 in life insurance coverage will be provided by the general carrier selected by the City to provide this benefit to department heads. The remainder will be provided by a separate carrier as determined by the City Manager.

The City Manager shall be the owner of the life insurance policy, shall have full and complete discretion in selecting the policy and may substitute other policies if he so chooses, and shall have sole authority to designate the beneficiary for the death benefits under the policy.

IV. SEPARATION
A. At-Will Employment
The City Manager is an at-will employee, and works exclusively at the pleasure and sole discretion of the City Council. As an at-will employee, the City Manager may be terminated at any time, with or without cause.

Nothing in this Agreement, nor in any City policy, rule, procedure or ordinance shall modify the City Manager’s status as an at-will employee, or limit the City’s ability to treat the City Manager as an at-will employee.

B. Resignation/Retirement
City Manager may resign at any time and agrees to give the City at least forty-five (45) days advance written notice of the effective date of his resignation, unless the parties otherwise agree in writing. If the City Manager retires from full time public service with Rancho Cordova, he will

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

provide six (6) months advance notice. His actual retirement date will be mutually established.

C. Termination & Removal
The City Council may remove the City Manager at any time, with or without cause, by a majority vote of its total members. Notice of termination shall be provided to the City Manager in writing.

The City Manager shall not be removed during the first ninety (90) days following any change in membership of the City Council, except upon fourfifths vote of the City Council.

Given the at-will nature of the position of the City Manager, an important element of this Agreement pertains to termination. It is in both the City's interest and that of the City Manager that separation of the City Manager be done in a businesslike manner.

1. Severance Pay
(a) The City Manager shall only be entitled to severance pay in the event the City Manager is terminated without cause as defined herein. The City Manager shall not be entitled to any severance pay in the event the City Manager is
terminated for cause; or resigns, retires or otherwise
voluntarily separates from City employment.
(b) In the event the City terminates the City Manager’s employment without cause, during a period when the City Manager is willing and able to perform his duties under this Agreement, the City Manager shall be entitled to severance pay of a lump sum payment equal to nine (9) months base salary plus an amount equivalent to nine (9) months
aggregate medical insurance benefit allowance.
(c) General Release Required. Payment of any severance pay as noted in subsections (a) and (b), above, shall be
conditioned upon the City Manager signing a waiver and
general release agreement forever releasing and waiving any and all claims in a form acceptable to the City. The City Manager shall receive the severance payment in a lump sum payment minus all applicable deductions fifteen (15)
business days after execution of the waiver and release agreement. The City Manager shall not receive any
severance payments if such a waiver and release agreement is not executed by the parties.

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

(d) The City Manager shall receive payment for all accrued unused universal time off at the time of his separation from employment.
(e) If the City Manager is terminated “for cause,” the City shall not owe any severance under this Agreement. A termination “for cause” may include, but shall not be limited to, the following:
(i) Violation of administrative policies and procedures; (ii) Failure to properly perform assigned duties;
(iii) Theft of City property;
(iv) Insubordination;
(v) Conviction of a felony or misdemeanor relating to the City Manager’s fitness to perform assigned duties;
(vi) Unauthorized absence from employment;
(vii) Failure to maintain satisfactory working relationships with other employees or the public;
(viii) Improper use of City funds;
(ix) Unauthorized use of City property;
(x) Willful misconduct or malfeasance;
(xi) Any act of moral turpitude or dishonesty; and
(xii) Other significant or repeated failure of good behavior either during or outside of employment such that the
City Manager’s conduct causes scandal or severe
discredit to the City, or damage to the reputation of
the City.
(f) No severance payment shall be made if the City Manager is terminated due to conviction of a felony, conviction of a misdemeanor involving moral turpitude or the entry of a plea of nolo contendre or a plea bargain to either such crime or crimes.
(g) In the event the City Manager is convicted of a crime that involves abuse of his position or office pursuant to
Government Code section 53243.4, he must fully reimburse

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

the City for specified costs under Government Code section 53243, et seq., including but not limited to paid leave. If the City provided legal defense counsel for City Manager
regarding a charge of abuse of office or position, City Manager must fully reimburse the City for the costs of that counsel if City Manager is convicted of a crime involving the abuse of office or position.

D. Payment for Unused Leave Balance
On separation from City employment, the City Manager shall be paid for all unused accumulated Universal Leave Program universal time off (UTO) accruals and/or he may apply Catastrophic Leave that has accumulated from unused UTO hours that accrued over the universal leave cap to PERS service credit if retiring upon separation, to the extent permitted by law. Accumulated UTO leave shall be paid at the City Manager's monthly base salary rate as of the effective date of separation.

In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries, or those entitled to his estate, shall be entitled to his earned salary and any in-lieu payments for accrued benefits, including compensation for the value of all accrued leave.

V. MISCELLANEOUS PROVISIONS
A. Term of Agreement
This Agreement shall commence on January 1, 2023 and continue in full force and effect for an indefinite term until such time as either party terminates the Agreement under the provisions set forth in the section entitled "SEPARATION."
Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the City Council to terminate the services of the City Manager at any time, subject only to the terms of this Agreement.

B. Provisions that Survive Separation
The provisions of this Agreement which pertain to Longevity, Separation and Indemnification shall survive the termination hereof.

C. Amendments
This Agreement may be amended at any time by mutual agreement of the City and the City Manager. Any amendments are to be negotiated, in writing, and are not binding unless and until formally adopted by the City Council.

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

D. Conflict of Interest
Because of the duties and role of the City Manager on behalf of the City of Rancho Cordova and its citizenry, the City Manager shall not, during the term of this Agreement, individually, as a partner, joint venturer, officer or shareholder, invest or participate in any business venture conducting business in the corporate limits of Rancho Cordova, except for stock ownership in any company whose capital stock is publicly held and regularly traded, without the prior approval of the City Council. For and during the term of this Agreement, the City Manager further agrees, except for a personal residence or residential property acquired or held for future use as his personal residence, not to invest in any other real estate or real property improvements within the corporate limits of Rancho Cordova, without prior consent of the City Council.

The City Manager shall not engage in any business or transaction or have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. This section shall not serve to prohibit independent acts or other forms of enterprise during those hours not covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein.

The City Manager shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to his City employment.

The City Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position.

E. Indemnification
In accordance with and subject to California's Government Claims Act, the City shall defend and indemnify the City Manager against and for all losses sustained by the City Manager in direct consequences of the discharge of his duties on the City's behalf for the period of his employment.

City shall defend, hold harmless and indemnify the City Manager against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of his duties as the City Manager. The City will compromise and settle any such claim or suit and pay the amount of

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

any settlement or judgment rendered thereon, as appropriate and determined by the City Council.

In the event the City Manager is sued for damages arising out of the performance of his duties, the City shall provide defense counsel for the City Manager in such suit and indemnify him from any judgment rendered against him; provided that such indemnity shall not extend to any judgment for damages arising out of any willful wrongdoing. Said indemnification shall extend beyond termination of employment and the otherwise expiration of this Agreement to provide protection for any such acts undertaken or committed in his capacity as City Manager, regardless of whether the notice of filing of a lawsuit occurs during or following employment with the City.

F. Severability
If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the parties hereto.

G. Notice in the Event of Breach
In the event either party to this Agreement believes that the other party has violated this Agreement, the party alleging breach shall notify the other party in writing at least fourteen (14) days prior to filing any suit relating thereto.

H. Attorney's Fees
If either of the parties hereto brings any action or proceeding against the other, including but not limited to, an action to enforce or to declare the termination, cancellation or revision of the Agreement, the prevailing party in such action or proceedings shall be entitled to receive from the other party all reasonable attorney's fees and costs, incurred in connection therewith.

In the event either party shall initiate any suit, action, or appeal on any matter related to this Agreement, then the court before whom such suit, action, or appeal is taken shall award to the prevailing party such attorney's fees as the court shall deem reasonable, and such award and all allowable costs of the event may be either added to or deducted from the balance due under this contract or be a separate obligation as appropriate.

I. Laws Affecting Title

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

In addition to those laws affecting a City Manager, the City Manager shall have the same powers, rights and responsibilities as a City Administrative Officer, Administrator, CAO, and/or City Administrator as those terms are used in local, state or federal laws unless clearly inconsistent herewith.

J. Jurisdiction and Venue
This Agreement shall be construed in accordance with the laws of the State of California and the parties hereto agree that venue shall be in Sacramento, California.

K. Entire Agreement
This Agreement represents the entire Agreement of the parties, and no representations have been made or relied upon except as set forth herein.

This Agreement may be amended or modified only by written, fully executed agreement of the parties.

L. Notice
Any notice, amendments, or additions to this Agreement, including change of address of either party during the term of this Agreement, which City Manager or City shall be required, or may desire, to make shall be in writing and shall be sent by prepaid first class mail or hand-delivered to the respective parties as follows:

Mayor, City Council
City of Rancho Cordova
2729 Prospect Drive
Rancho Cordova, CA 95670
Micah Runner
2729 Prospect Park Drive
Rancho Cordova, CA 95670

IN WITNESS THEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS AND SEALS THIS 19th DAY OF DECEMBER, 2022.

Mayor
City of Rancho Cordova
____________________ _____________________
____________, Mayor Micah Runner

ITEM 17.4. ATTACHMENT 2
Exhibit A to the Resolution

APPROVED AS TO FORM: ATTEST:
____________________ _____________________
Adam Lindgren [NAME]
City Attorney
5248769.4

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 17.5.

DATE: December 19, 2022
TO: Honorable Mayor and Council Members
FROM: Stacy Leitner, City Clerk
Adam Lindgren, City Attorney
SUBJECT: A RESOLUTION APPROVING THE 2023 RANCHO CORDOVA CITY

COUNCIL MEETING SCHEDULE

RECOMMENDATION
Adopt the Resolution.

RESULT OF RECOMMENDED ACTION
Confirm the 2023 Rancho Cordova City Council meeting schedule.

BACKGROUND
In response to the pandemic, the California Legislature passed AB 361 to allow legislative bodies to hold teleconference/virtual meetings under the Brown Act during the ongoing public health emergency. AB 361 continues to remain effective until January 1, 2024. On September 13, 2022, a second bill AB 2449 was signed into law with an effective date of January 1, 2023 and gives individual Council Members the option to participate remotely in meetings for “just cause” and under “emergency circumstances,” limited to 20% of the City’s regular meetings per year.

Under AB 2449, a legislative body can hold a "hybrid" (partial teleconference, partial in-person) meeting without having to meet certain requirements. However, the City will be required to have a quorum of Council Members at a physical location for each meeting. In addition, the City must allow the public to observe the meeting and participate both in person and remotely. A more in depth memorandum will be provided to the City Council before it comes into effect.

To ensure maximum attendance of council members and the community in our legislative process, we set our meeting schedule well in advance. We also monitor local, state, and national events, including the League of California Cities, National League of Cities, Cordova Community Council, Rancho Cordova Chamber of Commerce, and various other events and conferences that the council and the community may be participating in so that we avoid conflicts.

As part of its annual business planning for the upcoming year, the City Council reviews the

City Council Staff Report - Page 2 of 2

next year's calendar and determines its meeting schedule for the following year. Exhibit A to the attached Resolution is the proposed City Council Meeting dates for 2023.

FISCAL IMPACT AND FUNDING SOURCE
There is no Fiscal Impact.

ATTACHMENT(S)

1. Resolution

2. Exhibit A to the Resolution - 2023 Proposed Rancho Cordova CIty Council Meeting Schedule

ITEM 17.5. ATTACHMENT 1

CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-XXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, CONFIRMING THE 2023 CITY COUNCIL MEETING SCHEDULE WHEREAS, Government Code Section 54954 provides that the legislative body of a local agency may establish the time and place for regular meetings by Resolution; and WHEREAS, Resolution No. 18-2010 set the time and place for Regular meetings as 5:30 PM on the first and third Monday of the month, provided that if a regular meeting date is an official holiday, the meeting will be held on the following day; and WHEREAS, in order to ensure maximum attendance of Council Members and the community in our legislative process the City is setting its City Council meeting schedule for the calendar year 2023.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA sets its 2023 City Council meeting schedule as outlined in the attached Exhibit A.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of December, 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
, Mayor
ATTEST:
___________________________
Stacy Leitner, CMC
City Clerk

Proposed 2023 Rancho Cordova City Council Meeting Schedule JANUARY 2023
Tuesday, January 3 5:30 PM Regular Meeting (Tuesday due to Holiday) Tuesday, January 17 5:30 PM Regular Meeting (Tuesday due to Holiday) Tuesday, January 24 1:00 PM Special Meeting/Work Session (Visioning/Budget) Wednesday, January 25 1:00 PM Special Meeting/Work Session (Visioning/Budget) FEBRUARY 2023
Monday, February 6 3:00 PM Special Meeting/Study Session (Ethics TrainingMandated 2 hours every 2 years/AB1234) 5:30 PM Regular Meeting
Tuesday, February 21 5:30 PM Regular Meeting (Tuesday due to Holiday) Tuesday, February 28 5:30 PM Special Meeting/Work Session MARCH 2023
Monday, March 6 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Monday, March 20 5:30 PM Regular Meeting
Tuesday, March 28 PROPOSE TO CANCEL Special Meeting/Work Session (NLC Congressional Conference)
APRIL 2023
Monday, April 3 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Tuesday, April 11 5:30 PM Special Meeting/Work Session
Monday, April 17 5:30 PM Regular Meeting
Tuesday, April 25 PROPOSE TO CANCEL Special Meeting/Work Session (CAP-TO-CAP)
MAY 2023
Monday, May 1 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Monday, May 15 5:30 PM Regular
Tuesday, May 23 5:30 PM Special Meeting/Work Session (Budget) JUNE 2023
Monday, June 5 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Monday, June 19 5:30 PM Regular Meeting
Tuesday, June 27 5:30 PM Special Meeting/Work Session
JULY 2023
Monday, July 3 4:00 PM Special Meeting
5:30 PM Regular Meeting
Monday, July 17 PROPOSE TO CANCEL Regular Meeting
Monday, July 25 5:30 PM Special Meeting/Work Session
ITEM 17.5. ATTACHMENT 2 Exhibit A to the Resolution

AUGUST 2023
Monday, August 7 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Monday, August 21 5:30 PM Regular Meeting
Tuesday, August 29 5:30 PM Special Meeting/Work Session SEPTEMBER 2023
Tuesday, September 5 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting (Tuesday due to Holiday)
Monday, September 18 5:30 PM Regular Meeting
Monday, September 26 5:30 PM Special Meeting/Work Session OCTOBER 2023
Monday, October 2 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting
Monday, October 16 5:30 PM Regular Meeting
Tuesday, October 24 5:30 PM Special Meeting/Work Session NOVEMBER 2023
Monday, November 6 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting
Monday, November 20 5:30 PM Regular Meeting
Tuesday, November 28 5:30 PM Special Meeting/Work Session DECEMBER 2023
Monday, December 4 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting
Tuesday, December 12 5:30 PM Special Meeting/Work Session Monday, December 18 5:30 PM Regular Meeting
ITEM 17.5. ATTACHMENT 2 Exhibit A to the Resolution