Rancho Cordova City Council
November 6, 2023

ITEM 19.1. ATTACHMENT 2
CONTRACT NO.: 2023-236
Exhibit D to Funding Agreement Between November 7, 2023 the City of Rancho Cordova and Cordova Community Council (Mine Shaft Grant) Page 8 of 14

EXHIBIT A

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RANCHO

CORDOVA, IN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

The land described herein is situated in the state of California, County of Sacramento, City of Rancho Cordova, described as follows: All that portion of Section 20, Township 9 North, Range 7 East, lying Southerly of the right of way of the Southern Pacific Railroad Company and lying Northwesterly of the following described line: Beginning at a point on the Southeasterly line of the Southern Pacific Company's Placerville Branch railroad right of way, from which point a 2" iron pipe monument stamped "A-G Corp. re 2675", as shown in Book 12 of Surveys, Page 29, bears North 63° 52' 49" East 1541.40 feet; thence from said point of beginning along the arc of a 5000.00 foot radius curve to the left, said arc being subtended by a chord bearing South 60° 18' 27" West 605.86 feet; thence South 56° 50' 03" West 1582.40 feet; thence along the arc of a 2825.00 foot radius curve to the right, said arc being subtended by a chord bearing South 65° 16' 31" West 829.39 feet; thence South 73° 43' 00" West 669.20 feet; thence along the arc of a 3375.00 foot radius curve to the left, said arc being subtended by a chord bearing South 68° 27' 40" West 618.30 feet to a point on said Southeasterly line of the Southern Pacific Company's Placerville Branch railroad and the point of ending.

EXCLUDING real property described in that certain Grant Deed recorded June 01, 2023 in Document Number 202306010218 for lands granted to the City of Rancho Cordova, County of Sacramento, State of California, being a portion of the Lands of Cordova Community Council Foundation (a nonprofit corporation), said portion being more particularly described as follows:

Beginning at a point on the northwesterly line of said Lands of Cordova Community Council Foundation, said point being South 63°52'53" East 3226.36 feet from the northeast corner of said Lands; thence into said Lands of the Cordova Community Council Foundation along a non-tangent curve to the right, concave to the southwest, whose center bears South 77°00'22" West, having a radius of 3368.33 feet, an included angle of 02°54'21", an arc length of 170.83 feet to the southeasterly line of said Lands of Cordova Community Council Foundation; thence along said southeasterly line South 73°43'17" West, 201.49 feet; thence into said Lands of the Cordova Community Council Foundation along a non-tangent curve to the left, concave to the southwest, whose center bears South 80°18'18" West, having a radius of 3168.09 feet, having an included angle of 02°27'10", an arc length of 135.63 feet to the northwesterly line of said Lands of Cordova Community Council Foundation; thence along said northwesterly line North 63°52'53" East, 205.97 feet to the Point of Beginning.

APN: 072-0231-014-0000

ITEM 19.1. ATTACHMENT 3
Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023

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

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE THE LOAN

AGREEMENT BETWEEN THE CITY OF RANCHO CORDOVA AND THE CORDOVA

COMMUNITY COUNCIL FOUNDATION FOR THE MINE SHAFT BUILDING RENOVATION

AND EXPANSION
WHEREAS, on December 19, 2022, the City Council approved the purchase of real property located at 2300 Mine Shaft Lane, Rancho Cordova, from the Cordova Community Council Foundation for the future construction of the US50/Rancho Cordova Parkway Interchange Project; and
WHEREAS, the building located on the portion of the property that was acquired by the City is used extensively by the Cordova Community Council Foundation for certain events; and WHEREAS, it is the intent of the Cordova Community Council Foundation to relocate the building to their portion of the Mine Shaft property as well as expand and improve the building to increase the capacity for community events and activities; and WHEREAS, the proposed vision for the "Great Space" concept would add 7,600 square feet to the Mine Shaft building, with the capacity for a 600 person auditorium and a 360 person banquet room; and
WHEREAS, at the City Council Budget Work Session on May 23, 2023, the City Council expressed support for the City to contribute $8.8 million towards the Mine Shaft "Great Space" renovation; and
WHEREAS, the proposed loan agreement would provide a total of $8.8 Million to pay for the construction of the proposed improvements to the Mine Shaft building and further states that the funds would be dispersed as construction expenses are incurred; and WHEREAS, it is proposed that the loan be forgiven over the course of twenty-five (25) years, as long as the Mine Shaft building serves as a public event facility with amenities and capacity not currently available elsewhere in the City and is focused on hosting events for community non-profit organizations and serving as a venue for the performing arts, among other conditions outlined in the loan agreement; and
WHEREAS, the loan will be secured with a lien against the Mine Shaft property until the loan is fully forgiven after a term of twenty-five (25) years. In the event of default under the terms of the agreement, all accrued and unpaid principal and interest on the loan shall be immediately due and payable.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA as follows:

1. The above recitals are true and are hereby incorporated into this Resolution.

ITEM 19.1. ATTACHMENT 3
Resolution No. XX-2023 Page 2 of 2

2. The Loan Agreement between City of Rancho Cordova and Cordova Community Council Foundation is approved in the form on file with the City Clerk with such changes as approved by the City Attorney.

3. The City Manager is hereby authorized to take such actions and execute such documents as are needed to carry out the intent of this Resolution.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of November 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
Linda Budge, Mayor
ATTEST:
_______________________________
Stacy Leitner, CMC
City Clerk

ITEM 19.1. ATTACHMENT 4
DRAFT 10-27-23
Contract No. 2023-235
5488160.2
Loan Agreement
Cordova Community Council

LOAN AGREEMENT

THIS LOAN AGREEMENT ( this “Agreement”) is entered into as of November _____, 2023 (the “Agreement Date”) between the City of Rancho Cordova (the “City”), a California municipal corporation and Cordova Community Council Foundation, a Calif ornia non-profit public benefit corporation (“ Borrower”). Borrower and the City are hereinafter collectively referred to as the “Parties.”

RECITALS

A. Borrower is the owner of fee title to a portion of real property located at 2300 Mine S haft Lane, Rancho Cordova, Sacramento County (the “ County”), California, APN 072- 0231-014, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”).

B. Borrower owns a building on the Property that it uses for communit y purposes and desires to expand and improve (the “Project”).

C. Borrower has requested a loan from the City in the amount of Eight Million Eight Hundred Dollars ($8,800,000.00) to pay for construction of the Improvements (the “Loan”).

D. The City i s willin g t o provide the Loan subject to the terms of this Agreement.

E. Concurrently with the execution of this Agreement, Borrower shall execute (i) a promissory note, substantially in the form attached as Exhibit B attached hereto and incorporated herein by this reference ( the “Note”), evidencing the Loan, and (ii) a deed of trust security agreement and fixture filing (the “ Deed of Trust ”) securing the Loan substantially in the form attached as Exhibit C attached hereto and incorporated herein by this ref erence. This Agreement, the Note and the Deed of Trust are hereinafter collectively referred to as the “Loan Documents.”

F. T he City has determined that the provision of the Loan to Borrower pursuant to the terms of this Agreement will benefit the health, safety and welfare of the residents of the City.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows:

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

2 ARTICLE 1.

LOAN PROVISIONS

1.1 Loan.

(a) Loan Terms.

(1) Loan Amount . The City agrees to lend to Borrower the amount of Eight Million Eight Hundred Thousand Dollars ($8,800,000.00) (the “Loan Proceeds”). The Loan shall be evidenced by the Note executed by Borrower.

(2) Loan Interest . Commencing on t he date of initial disbursement of all or a portion of Loan Proceeds and continuing through the date that all indebtedness and other amounts payable under this Agreement and the Note are paid in full, interest on the Loan shall accrue at the rate o f three percent ( 3%) per annum on the unpaid and outstanding principal.
(b) T erm . All unpaid pri ncipal, accrued and unpaid interest, and any other amounts payable under this Agreement is due and payable on November 06, 2048 (the “Loan Maturity Date”.)
(c ) Repayment
(i) Principal. Commencing on the first day of the month following the date of the issuance of a certificate of occupancy by the City for completion of the Project and continuing on each annual anniversary thereafter through the Loan Maturity Date (each, a “Loan Repayment Date”), provided that Borrower is not in default under this Agreement, the City shall forgive Three Hundred Fifty -Two Thousand Dollars ($352,000.00) of Loan principal annually ( each, a “Loan Repayment Amount”).
( ii ) Interest. P rovided Borrower is not in default under this Agreement, o n each Loan Repayment Date, upon receipt of all principal amounts required to be paid or credited pursuant to this Section 1.1(c) , all accrued interest to such Loan Repayment Date shall be for given by the City and deemed to have been paid by Borrower.
( iii) Default. I n the event of a default under this Agreement , all accrued and unpaid principal and interest on the Loan shall be immediately due and payable.
(d) Loa n Prepayment. Provided Borrower is not in default under this Agreement, the Loan, or any portion of the outstanding principal balance due under the Loan together with interest accrued thereon, may be prepaid at any time, and from time to time, without penalty or premium.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

3 1.2 Due on Sale or Transfer of Property. Unless the City agrees otherwise in writing, the outstanding principal balance and all interest and other sums accrued under the Loan Documents shall be due and payable upon the sale or transfer of the Property for any reason (“Termination”).

1.3 Security. As security for repayment of the Note, Borrower shall execute the Deed of Trust pursuant to which Borrower shall provide the City a lien against the Property. The Deed of Trust shall be dated as of the Agr eement Date a nd sh all be recorded in the official records of Sacramento County.

1.4 Conditions Precedent to the City’s Obligation to Disburse . The obligation of the City to fund the Loan and disburse the proceeds thereof is conditioned upon the receipt by the City of the following:

(a) The executed Loan Documents, acknowledged where appropriate;

(b) A copy of Borrower’s enabling operating agreement or enabling documents, certificate of good standing, corporate borrowing resolution and such other evidence satisfactory to the City that Borrower is duly formed, validly existing, in good standing under the laws of the State of California, has the power and authority to enter into the Loan Documents, and shall be bound by their terms when executed and delivered;

(c) B orrower’s delivery to the City of a signed copy of the contract with the general contractor that will construct the Project.

1.5 No Obligation to Disburse Proceeds upon Default . Notwithstanding any other provision of this Agreement, the Cit y shall have no ob ligation to disburse any portion of the Loan Proceeds or Rent Payment Loan Proceeds if Borrower’s representations and warranties fail to be true and correct in all material respects.

1.6 Use of Funds. Borrower agrees to use the Loan Proceeds solely to pay for cost of construction of the Project.

1.7 Disbursement of Loan Proceeds. Upon satisfaction of the conditions se t forth in Section 1.4 herein together with execution of this Agreement and the Note , the City shall disburse the Loan Proceeds following Borrower’s provision to the City of a written requisition, in form and substance satisfactory to the City , specifying the amount and use of the requested Loan Proceeds, accompanied by copies of bills and invoices and such other documentation as the City m ay reasonably require. Subsequent disbursements shall be made to Borrower no more than once per calendar month, upon the City’s receipt of written requisitions and supporting documentation as described in this Section. The City will disburse Loan Proceeds requested within 14 business days of receipt of the requisition described above.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

4 ARTICLE 2.

LOAN REQUIREMENTS

2.1 Facility Use. In each 12 month period during the term of this Agreement, Borrower will comply with the following requirements:

(a) make available a public event facility with amenities and capacity not currently available in the City capable of meeting a wide range of public space needs;

(b ) provide a facility that is focused on events of non- profit public benefit organizations in the City;

(c) make available a venue for the performance of musical, theatrical and other arts-oriented activities in keeping with the City's Arts Strategic Plan;

(d ) provide for space for fundraising activities for non- profit organizations in the City;

(e ) provide space to nurture the growt h of audiences, which will in turn provide on-going support for a wide range of artful activities in the City;

(f ) provide for a stabilizing income stream supporting the broad range of on-going public benefit activities of the Cordova Community Council Foundation; and

(g) comply with any other requirements set forth in the City’s conditions of approval for the construction of the Project.

2.2 Facility Management . Borrower shall provide full buildin g management and will develop a schedule of events for each year during the term of this Agreement.

Borrower is solely responsible for the cost to maintain the facility on an ongoing basis, as set forth in Section 4.8.

2.3 Program Costs. City is not responsible for any costs related to Borrower’s programming of the building unless agreed upon in writing through a separate agreement approved and signed by both the City and Borrower.

2.4 Payment of Construction Costs . Borrower is responsible for managi ng and distributing payment for all costs of construction of the Project , including but not limited to, permit fees, impact fees, inspection fees, payments due to contractors and subcontractors.

2.5 Outcomes Report . Following completion of the construction of the Improvements, Borrower will provide a report (the “ Outcomes Report ”) to the City annually. The Outcomes Report will set forth a description of the services and programs provided during the past year.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

5 ARTICLE 3.

BORROWER REPRESENTATIONS AND WARRANTIES

3 .1 Duly Organized. Borrower warrants that it is duly organized under applicable laws of the State of California, is qualified to do business in the City, and is in compliance in all material respects with all laws and regulations necessary to lease the Property and construct the Improvements.

3 .2 Authority. Borrower warrants that i t has authority, and has completed all proceedings and obtained all approvals necessary to execute, deliver, and perform its obligations under the Loan Documents and the transactions contemplated thereby.

3 .3 No Contravening Agreements. Borrower warrant s that the execution, delivery, and performance of the Loan Documents will not contravene, or constitute a default under or result in a lien upon assets of Borrow er pursuant to any applicable law or regulation, any charter document of Borrower, or any ins trument binding upon or affecting Borrower, or any contract, agreement, judgment, order, decree, or other instrument binding upon or affecting Borrower.

3.4 Valid and Binding Obligations. Borrower warrants that, when duly executed by Borrower, this Agree ment and the Note shall constitute the valid and binding obligations of Borrower enforceable in accordance with their respective terms.

Borrower hereby waives any defense to the enforcement of the terms of the Loan Documents related to alleged invalidity o f any provisions or conditions contained therein.

3 .5 No Adverse Action . Borrower warra nts that there is no action, suit or proceeding pending or threatened against it w hich might adversely affect Borrower in any material respect.

ARTICLE 4.

BORROWER COVENANTS

4.1 Use of Proceeds. Borrower covenants that it shall use the Loan Proceeds solely for the purpose of financing the cost of construction of the Project.

4.2 Punctual Payment. Borrower covenants to punctually pay the principal on the Loan, and interest accrued thereon, at the times and place and in the manner specified herein and in the Note.

4.3 T axes and Other Liabilities. Borrower shall pay and dis charge when due any and all indebtedness, obligations, assessments, taxes, including federal and state income taxes, property taxes, and special taxes or assessments due which are the obligations of Borrower in relation to the Property except those that B orrower may in good faith contest or as to which a bona fide dispute may arise, provided provision is

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

6 make to the satisfaction of the City for eventual payment thereof in the event that it is found that the same is an obligation of Borrower.

4.4 Compliance with Laws. Borrower covenants to comply with all federal, state and local laws, regulat ions, ordinances and rules applicable to the Property and the Construction of the Improvements. Without limiting the generality of the foregoing, Borrower shall comply with all applicable requirements of state and local building codes and regulations, and all applicable statutes and regulations relating to accessibility for the disabled.

4.5 Assignment. Borrower shall not cause or permit any voluntary transfer, assignment or conveyance of this Agreement. Any transfer, assignment or conveyance shall be voidable and shall constitute a default under Section 6 of this Agreement.

4.6 Insurance. Borrower covenants to maintain insurance equivalent to a commercial general liability policy in the amount of One Million Dollars ($1,000,000) combined single l imit, including contractual liability coverage. Such insurance shall be written on an occurrence basis and shall name the City as loss payee as its interests may appear. Borrower covenants to maintain and keep the Property insured against loss or damage b y earthquake, fire and such other hazards, casualties and contingencies and by such companies on such forms and in the amount of the replacement cost of the Proper ty and any improvements thereon, and shall deliver a copy of all such policies to the City , together with receipts satisfactory to the City evidencing payment of the premiums. Borrower shall provide the City not less than thirty (30) days advance written notice of the cancellation, expiration or termination of any such policy or any material change in the coverage afforded by it. Renewal policies and any replacement policies, together with premium receipts satisfactory to the City , shall be delivered to the City at least thirty (30) calendar days prior to the expiration of existing policies. Ne ither Borrower nor the City shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses.

All insurance proceeds for such losses must be utilized for the repair or restoration of the Property and Improvements.

4.7 Accounting Records; Property Inspection . B orrower covenants to maintain accurate books and records in accordance with standard account ing principles consistently applied, and to permit the City, during business hours and upon reasonable notice to inspect, audit and examine such books and records with respect to the Project, the Property and the Loan Documents and to inspect the Property and Improvements during normal business hours upon reasonable notice.

4.8 M
aintenance. At the Borrower’s sole cost and expense throughout the Term, the Borrower shall operate, maintain and manage the Property including all landscaping and improvements thereon in good order and repair and in neat, clean sanitary and safe condition in compliance with all local, state and federal laws, statutes

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

7 and regulations relating to the use, occupancy or operation of the Property. The Borrower shall ensure that the Property is served by adequate lighting in accordance with applicable building codes. The Borrower shall promptly, at the Borrower’s own cost and expense, make al l necessary repairs, including replacements or renewals when necessary, and all such repairs shall be at least equal in quality to the original work, reasonable wear and tear accepted. The Borrower shall keep and maintain all portions of the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, and graffiti. If there arises a condition in c ontravention of this requirement, and if Borrower has not cured such condition within thirty (30) days after receiving notice of such a condition, then in addition to any other rights available to the City , the City shall have the right to perform all acts necessary to cure such condition. In the event that City must cure such condition, Borrower shall reimburse City for costs incurred by the City within thirty (30) days of receipt of an invoice setting forth the amount due from Borrower. Notwithstanding the foregoing, if such condition shall reasonably require more than thirty (30) days to cure, Borrower shall remain in com pliance if it commences a cure within such thirty (30) days and thereafter diligently prosecutes the same to completion.

4.9 Indemnification. Borrower
shall indemnify, defend (with counsel
reasonably acceptable to the City ), and hold harmless the City and its elected and appointed officials, officers, agents, and employees (collectively the “ Indemnitees”), from and against, and shall pay o n demand, any and all losses, liabilities, damages, costs, claims, demands, penalties, fines, orders, judgments, injunctive or other rel ief, expenses and charges (including attorneys’ fees and expenses of attorneys) (collectively “Liabilities”) arising dir ectly or indirectly in any manner in connection with or as a result of (a) any breach of Borrower’s covenants under the Loan Documents, (b) any failure of Borrower’s representations and warranties to be true and correct in all material respects when made, (c) any injury or death to persons or damage to property or other loss occurring on the Property, whether caused by the negligence or any other act or omission of Borrower or any other person or by negligent, faulty, inadequate or defective design, building , construction or maintenance or any other condition or otherwise, or (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Loan, the Loan Documents, or any transaction contemplated thereby, or any failure of Borrower to comply with all applicable state, federal and local laws and regulations, provided that no Indemnitee shall be entitled to indemnification under this Section f or matters caused by such Indemnitee’s gross negligence or willful misconduct. The obligations of Borrower under this Section shall survive the expiration or termination of this Agreement.

4.10 Notice to the City . Within three business days after any o f the following shall occur, Borrower shall provide written notice thereof to the City: (1) the occurrence of any Event of Default hereu nder of which Borrower acquires knowledge; (2) any change in name, identity, legal structure, business location, or add ress of Borrower; (3) any uninsured or partially uninsured loss affecting the Property or the I mprovements

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

8 through fire, theft, liability, or property damage in excess of an aggregate of Fifty Thousand Dollars ($50,000); and (4) Borrower’s receipt of a not ice of default under any other financing document affecting the Property or the Improvements.

Until the Loan is repaid or forgiven in full, Borrower covenants that it will promptly notify the City in writing of the occurrence of any ev ent which might mat erially and adversely affect its ability to perform its obligations under the Note , or which constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. Such occurrences include, but ar e not limited to, the threat or initiation of lawsuits or administrative proceedings against Borrower that results in a final judgment, order or decree that has a materially adverse effect on the business of Borrower and its ability to perform its obligati ons under this Agreement or the Note , the revocation of material operating licenses, or problems with vendors, suppliers, or customers th at has a materially adverse effect on the business of Borrower and its ability to perform its obligations herein.

4.11 Sublease of Property . Unless the City agrees and approves tenants in writing, Borrower shall not convey all or any part of the Property by sublease.

4.12 Expenses of Collection or Enforcement. If at any time Borrower defaults under any provision of the Loan Documents, Borrower shall pay to the City in addition to any other sums that may be due to the City, an amount equal to the costs and expenses (including without limitation, attorneys’ fees and expenses) the City incurs in connection with the collection, enforcement, or correction of the default, and such amounts shall be a part of the indebtedness secured by the Deed of Trust.

4.13 Non-Discrimination. Borrower covenants by and for itself, and any successors in interest, that ther e shall be no disc rimination against or segregation of, any person, or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transf er, use, occupancy, tenure, or enjoyment of the Property, nor shall Borrower itself or any person claiming under or through it establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of Borrower. The foregoing covenants shall run with the land.

4.14 Prevailing Wages . Borrower and all of Borrower’s contractors shall comply with California Labor Code Section 172 0 et seq . and all r egulations adopted pursuant thereto (collectively, “ Prevailing Wage Laws” ), and be responsible for carrying out the requirements of such provisions. Borrower shall, and hereby agrees to, unconditionally indemnify, reimburse, defend, protect and hold harml ess the City and its elective and appointive boards, commissions, officers, agents, attorneys, consultants and employees, and all of their respective successors and assigns, from and against

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

9 any and all claims, demands, suits and actions at law or in equity, and losses, liabilities, expenses, penalties, fines, orders, judgments, injunctive or other relief, and costs and damages of every kind, nature and description (including but not limited to attorneys’ fees and court costs; with counsel reasonably accept able to the City ), and administrative, enforcement or judicial proceedings, whether known or unknown, and which directly or indirectly, in whole or in part, are caused by, arise from, or relate to, or are alleged to be caused by, arise from, or relate to, the payment or requirement of payment of prevailing wages or the requirement of competitive bidding i n the construction of the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to California Labor Code Section 1720 et seq. and the Prevailing Wage Laws, or any act or omi ssion of the City or Borrower related to this Agreement with respect to the payment or r equirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable t o any such claims, demands, suits, actions, losses, liabilities, expenses, penalties, fines, orders, judgments, injunctive or other relief, costs, damages, or administrative, enforcement or judicial proceedings. It is further agreed that the City does not, and shall not, waive any rights against Borrower which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by the City , or the deposit with the City by Borrower, of any of the insurance polici es described in this Agreement.

If applicable, as provided in California Labor Code Section 1720 et seq. , the hourly and daily rate of wages to be paid each of the classes of mechanics and worker employed in connection with construction of the Improvements shall not be less than the rate of such wages then prevailing in Sacramento County. If Prevailing Wages applies to construction of I mprovements, Borrower agrees to and shall forfeit, as a penalty to the City, the sums established and applicable pursuant to California Labor Code Section 1720 et seq. for each calendar day or portion thereof that each workman employed in connection with the Improvements is paid less than the rates designated in this paragraph for any work performed under this Agreement by Borrower or any contractors or agents of Borrower; or is not reported to the labor commissioner and the Ci ty as required pursuant to California Labor Code Section 1720 et seq.

ARTICLE 5.

ENVIRONMENTAL REQUIREMENTS

5.1 Hazardous Materials. Borrower shall not cause or per mit any Hazardous Materials (as defined in below) to be brought upon, kept, stored or used in, on, or about the Property by Borrower, or the agents, employees, contractors or invitees of Borrower except for materials commonly used in construction activities similar to those related to the Improvements, or in the operation and maintenance of t he Property and the Improvements, in each case in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or throu gh the Property. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

10 the Property and results in any contamination of the Property or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Property, Borrower shall promptly take all actions at Borrower’s sole expense as are necessary to comply with all Hazardous Materials Laws (as defined below).

5.2 Definitions.

5.2.1 Hazardous Materials. As used in this Agreement, “ Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body, including any material or substance which is: (i) defined as a “ hazardous waste,” “ hazardous material,” “ hazardous substance, ” “ extremely hazardous waste, ” “ restricted hazardous waste,” “pollutant, “ or any other t erms comparable to the foregoing terms under any provision of California law or federal law as any such statutes and r egulations now exist or may hereafter be amended, (ii) petroleum or petroleum products; (iii) asbestos; (iv) polychlorinated biphenyls, (v) radioactive chemicals, (vi) any material determined to hazardous based on deleterious properties such as ignitabilit y, corrosivity, reactivity, carcinogenicity or toxicity, (vii) designated as a “ hazardous substance ” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317); (viii) defined as a “ hazardous waste” pursuant to Section 1004 of the Resource Conservati on and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); (ix) defined as “ hazardous substances ” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq; or (x) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property.

5. 2.2 Hazardous M aterials Laws . As used in this Agreement, “Hazardous Materials Laws ” means all federal, state and local laws, ordinanc es, regulations, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes and regulations cited in the preceding Section 4.1.1, as they may be amended from time to time.

5.3 I ndemnification . Borrower shall i ndemnify, defend (with counsel reasonably acceptable to the City), and hold the Indemnitees harmless from and against liabilities arising directly or indirectly in any manner in connection with or as a result of the breach of Borrower’s covenants set fort h in Section 5.1 or the actual or alleged release or presence of any Hazardous Materials on, under, in or about the Property, whether known or unknown, foreseeable or unforeseeable, regardless of the source of such release or when such release occurred or such presence is discovered. The foregoing indemnity includes, without limitation, all costs of investigation, assessm ent, containment, removal, remediation of any kind, and disposal of such Hazardous Materials, all costs of determining whether the Property is in compliance with Hazardous Materials Laws, all costs associated with bringing the Property into compliance with all applicable Hazardous Materials Laws, and all costs associated with claims for damages or injury to persons, property, or natural res ources. The indemnity described in this Section shall survive the expiration or termination of this Agreement, the mak ing and

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

11 repayment of the Loan, the release or reconveyance of the Deed of Trust , a nd any foreclosure proceeding, foreclosure sale or deli very of deed in lieu of foreclosure.

Borrower’s indemnity obligations under this Section will not extend to claims resulting solely from Indemnitees’ gross negligence or willful misconduct.

ARTICLE 6.

DEFAULT AND REMEDIES

6 .1 Events of Default. Each of the following events will constitute an event of default (“Event of Default”) under this Agreement:

(a) Failure to Make Payments . If Borrower fails to pay when due the principal and interest payable under the Note and such failure continues for ten ( 10) calendar days after the City notifies Borrower thereof in writing.

(b) Failure to Comply with Loan Requirements. Borrower’s failure , neglect, or refusal to comply with the Loan requirements set forth in Article 2 of t his Agreement.

(c) Noncompliance with Loan Documents . Borrower's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in the Loan Documents after any applicable cure periods.

(d) Noncompliance with Governmental Requirements . Borrower's failure to timely comply with any governmental requirements, including but not limited to obtaining licenses and permits.

(e) False Representations. If any material representation or disclosure made to the City by Borrower in connection with the Loan Documents proves to be false or misleading in any material adverse respect when made.

(f) B ankruptcy. The filing by or against Borrower of a voluntary or involuntary petition in bankruptcy or the adjudication of Borrower as bankrupt or insolvent, or the fili ng of any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or the seeking or consenting to or acquiescing in the appointment of any trustee, receiver, liquidator of Borrower or any substantial part of or all of the property of Borrower, and if any such proceeding is not dismissed within sixty (60 ) days; Borrower is named in any such proceeding and the same is not dismissed within one hundred twenty (120) days.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

12 (g) Sublease. Co nveyance of all or a portion of the Property by sublease without the prior written conse nt of such conveyance the City . Short term agreements for vendors and other businesses related to events or programs promoted by Borrower shall not be considered subleases for purposes of this section.

(h) Occurrence of an Event of Default in Other Loan Documents . An event of default under any Loan Document, or any other loan agreement and related documents by and between Borrower and the City other than the Loan Documents, if any, subject to the expiration of any applicable cure period set forth in such documents.

6.2 Declaring Default. Whenever any Event of Default has occurred, other than failure to pay any sums due under this Agreement, the City shall give written notice of default to Borrower. If the default is not cured within thirty (30) business days after the Date of Default (defined herein), or any extension approved in writing by the City , the City may enforce its rights and remedies under Section 6.3 below. Notwithstanding the foregoing, if such Event of Default shall reasonably require more than thirty (30) days to cure, Borrower shall remain in compliance if it commences a cure wi thin thirty (30) days after the Date of Default and thereafter d iligently prosecutes the same to completion.

6 .3 Remedies. Upon the occ urrence of any Event of Default, in addition to its other rights in this Agreement, and the Note , at law, or in equity, the City may exercise any one or more of the following rights and remedies:

(a) accelerate and declare the entire unpaid principal b alance of the Note together with all accrued interest thereon, and all other sums owing to the City immediately due and payable; and

(b) proceed at law, or in equity, to require B orrower to perform its obligations and covenants under the Loan Documents; and

(c) foreclose on the Property under the Deed of Trust.

The remedies provided herein are cumulative and not exclusive of, and shall not prejudice any other remedy provided in any Loan Document.

6 .4 Costs and Expenses. Borrower shall pay all reas onable costs and expenses incurred by or on behalf of the City including, without limitation, reasonable attorneys’ fees, incurred in connection with th e City ’s enforcement of the L oan Documents and t he exercise of any or all of its rights and remedies her eunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

13 ARTICLE 7.

MISCELLANEOUS

7.1 Relationship of Parties . Nothing contained in this Agreement shall be construed as creating the relationship of employer and employee or principal and agent between the City and Borrower or Borrower’s agents or employees, and Borrower shall at all times be deemed a borrower and shall be wholly responsible f or the manner in which it or its agents, or both, perform under this Agreement.

7 .2 No Third Party Claims . Nothing contained in this Agreement shall create or justify an y claim against the City b y any third person whom Borrower may have employed or contracted or may employ or contract relative to the purchase of any material, suppl ies or equipment, or the furnishing or the performance of any work or services with respect to any programs or projects being undertaken by Borrower.

7.3 Conflict of Interest . Exce pt for ap proved eli gible administrative or personnel costs, no employee, ag ent, consultant, officer or official of the City or Borrower who exercises or has exercised any function or responsibilities with respect to activities assisted by the City , or who is in a position to participate in a decision-making process or gain insid e information with regard to such activities assisted under this Agreement, may obtain a personal or financial interest in or benefit from the activities assisted under this Ag reement, or have an inter est, direct or indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds thereunder either for himself/herself or for those with whom he/she has family or business ties, during his/her tenure and for one year thereafter.

7.4 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed delivered upon receipt when delivered personally , or three (3) business days after being deposited in the U. S. mail, first class pos tage prepaid, return receipt requested, or one (1) day after deposit with a nationally recognized overnight carrier addressed as follows:

City: City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attn: City Manager

Borrower: Cordova Community Council Foundation
2729 Prospect Park Drive, Suite 117
Rancho Cordova, CA 95670
Attn: Executive Director

or to such other addresses as the parties may designate by notice as set forth above.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

14 7.5 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of the City and Borrower, respectively, and all persons claiming under or through them.

7 .6 Attorneys' Fees. If any action is instituted by any Party to this Agreement to enforce this Agreement, the Loan or the Note , or to collect any sums due hereunder or pursuant to the Loan or the Note , the prevailing Party in such action shall be entitled to recover its costs and reasonabl e attorneys' fe es as awar ded by the court in that action.

7 .7 Severability. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect.

7 .8 Amendments/Entire Agreement. T he City and Borrower reserve the right to amend this Agreement by mutual cons ent. It is mutually understood and agreed that no amendment, modification, alteration or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both part ies.

This Agreement constitutes the entire agreement of t he parties and no oral understandings or agreement not incorporated herein shall be binding on either Party.

7.9 Joint and Several Liability. If Borrower consists of more than one person or entity, each shall be jointly and sev erally liable to the City for the performance of this Agreement.

7 .10 Time. Time is of the essence in the performance of the terms and conditions of this Agreement.

7. 11 Governing Law. The laws of the State of Califor nia shall govern this Agreement.

7 .12 Non-Liability of City Officials, Employees and Agents . No member, official, employee or agent of the City shall be personal ly liable to Borrower, or any successor in interest to Borrower, in the event of any default or breach by the City or for any amount which m ay become due to Borrower or any successor under the terms of this Agreement.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

15 7.13 City’s Rights and Consent. No forbearance, failure or delay by the City in exercising any right, power or remedy, nor any s ingle or partial exercise by the City of any right or remedy hereunder shall preclude the further exercise of such right, power or remedy.

T he City ’s consent to any act or omission by Borrower may not be construed as the City ’s consent to any other or subsequent act or om ission or as a waiver of the requirement to obtain the City ’s consent in any other instance. All of the City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by the City.

7 .14 Duration/Survival. This Agreement shall continue in full force and effect until the obligations due under this Agreement and the Note have been paid in full.

Notwithstanding the foregoing, the indemnification provisions of Section 4.9, Section 4.14 and Section 5.3 of this Agr eement sha ll survive the expiration of this Agreement and the making and repayment of the Loan.

7.15 Assignment or Assumption. This Agreement and the Loan Documents may not be assigned to, or assumed by, a third party. Any attempt to assign or assume the Loan Documents shall be void.

7.16 Headings. The headings within this Agreement are for the pur pose of reference only and shall not limit or otherwise affect any of the terms of this Agreement.

7.17 Counterparts, Facsimile Copies. Thi s Agre ement may be execut ed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement shall be effective upon transmission by any Party to t he other parties of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the City , so long as a copy of the Agreement signed by the transmitting Party is delivered to the other parties within five (5) business da ys thereafter. In case of any c onflict, the counterpart maintained by the City shall be deemed to be determinative.

SIGNATURES ON FOLLOWING PAGE

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

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

City of Rancho Cordova Cordova Community Council
Foundation

By: By__________________________
Micah Runner S helly Blanchard
City Manager Executive Director

ATTEST:

By:

Stacy Leitner
City Clerk

Approved as to Form

By: _________________________
Adam Lindgren
City Attorney

5488160.2

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

A-1
EXHIBIT “A”

PROPERTY DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RANCHO CORDOVA, IN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

The land described herein is situated in the state of California, County of Sacramento, City of Rancho Cordova, described as follows: All that portion of Section 20, Township 9 North, Range 7 East, lying Southerly of the right of way of the Southern Pacific Railroad Company and lying Northwesterly of the following described line: Beginning at a point on the Southeasterly line of the Southern Pacific Company's Placerville Branch railroad right of way, from which point a 2" iron pipe monument stamped "A -G Corp. re 2675", as shown in Book 12 of Surveys, Page 29, bears North 63° 52' 49" East 1541.40 feet; thence from said point of beginning along the arc of a 5000.00 foot radius curve to the left, said arc being subtended by a chord bearing South 60° 18' 27" West 605.86 feet; thence South 56° 50' 03" West 1582.40 feet; thence along the arc of a 2825.00 foot radius curve to the right, said arc being subtended by a chord bearing South 65° 16' 31" West 829.39 feet; thence South 73° 43' 00" West 669.20 feet; thence along the arc of a 3375.00 foot radius curve to the left, said arc being subtended by a chord bearing South 68° 27' 40" West 618.30 feet to a point on said Southeasterly line of the Southern Pacific Company's Placerville Branch railroad and the point of ending.

EXCLUDING real property described in that certain Grant Deed recorded June 01, 2023 in Document Number 202306010218 for lands granted to the City of Rancho Cordova, County of Sacramento, State of California, being a portion of the Lands of Cordova Community Council Foundation (a nonprofit corporation), said portion being more particularly described as follows: B eginning at a point on the northwesterly line of said Lands of Cordova Community Council Foundation, said point being South 63°52'53" East 3226.36 f eet from the northeast corner of said Lands; thence into said Lands of the Cordova Community Council Foundation along a non- tangent curve to the right, concave to the southwest, whose center bears South 77°00'22" West, having a radius of 3368.33 feet, an included angle of 02°54'21", an arc length of 170.83 feet to the southeasterly line of said Lands of Cordova Community Council Foundation; thence along said southeasterly line South 73°43'17" West, 201.49 feet; thence into said Lands of the Cordova Community Council Foundation along a non-tangent curve to the left, concave to the southwest, whose center bears South 80°18'18" West, having a radius of 3168.09 feet, having an included angle of 02°27'1 0", an arc length of 135.63 feet to the northwesterly line of said Lands of Cordova Community Council Foundation; thence along said northwesterly line North 63° 52'53" East, 205.97 feet to the Point of Beginning.

APN: 072-0231-014-0000

ITEM 19.1. ATTACHMENT 4
DRAFT 10-27-23
Contract No. 2023-235
5488160.1 B-1
Loan Agreement
Cordova Community Council

EXHIBIT “B”

FORM OF PROMISSORY NOTE

CONSTRUCTION PROMISSORY NOTE

Rancho Cordova, California

November 06, 2023

FOR VALUE RECEIVED , the undersigned Cordova Community Council Foundation, a California non- profit public benefit company, (“ Maker” or “Borrower”), promises to pay to the City of Rancho Cordova, a California municipal corporation ( the “City” or “Holder”), in lawful money of t he United St ates t he principal sum of Eight Million Eight Hundred Thousand Dollars ($ 8,800,000.00) ( the “Loan”), or s o much thereof as may be advanced by the City pursuant to the loan agreement described in Paragraph 1 below, together with interest on t he outstanding principal balance in accordance with the terms and conditions described herein.

1. This Promissory Note ( “Note”) has been executed and delivered pursuant to the terms of (i) a Loan Agreement dated as of November ___, 2023 (“ Loan Agreement”) between Bor rower and the City , which details the terms and conditions under which Holder agrees to lend to Maker and Maker agrees to borrow up to Eight Million Eight Hundred Thousand Dollars ($ 8,800,000.00) to fund certain construction costs of the Improvements, and (ii) a Deed of Trust executed by Borrower for the benefit of the City to secure this Note ( the “Deed of Trust ”). The rights and obligations of Maker under this Note shall be governed by the Loan Agreement and by the terms set forth in this Not e. Capitalized te rms used but not defined herein shall have the same meaning as set forth in the Loan Agreement.

2. Loan Terms.

(a) Term. All unpaid principal, accrued and unpaid interest, and any other amounts payable unde r this Note is due and payable on October 1, 20 48 (the “Loan Maturity Date”.)

(b) Interest Rate. Commencing on the date of initial disbursement of all or a portion of Loan Proceeds and continuing through the date that all indebtedness and other amounts payable un der this Note are paid in full, i nterest on the Loan shall accrue at the rate of three percent ( 3%) per annum on the unpaid and outstanding principal.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

B-2

3. Terms of Repayment.
(a) Principal. Commencing on the first day of the month follo wing the date of the issuance of a certificate of occupancy by the City for completion of the Project and continuing on each annual anniversary thereafter through the Loan Maturity Date (each, a “Loan Repayment Date”), provided that Borrower is not in defau lt under the Loan A greement, the Cit y shall forgive Three Hundred Fifty-Two Thousand Dollars ($352,000.00) annually (“Loan Repayment Amount”).
(b) I nterest . Provided Borrower is not in default under the Loan Agreement, on each Loan Repayment Date, upon receipt of all principal amounts required to be paid or credited pursuant to this Section 3(b ), all accrued interest to such Loan Repayment Date shall be forgiven by the City and deemed to have been paid by Borrower.
(c) D efault . In the event of a default under the Loan Agreement, all accrued and unpaid principal and interest on the Loan shall be immediately due and payable.
(d) P lace and Manner of Payment. Payment shall be made in lawful money of the United States at Holder's address for notices set forth in Section 7.4 of the Loan Agreement, or to any other addresses as Holder may hereafter designate, in accordance with Section 7.4.

(e) Lawful Interest. Notwithstanding any other provisions of this Note , or any instrument securing the obligations of M aker under t his Note, if, for any rea son whatsoever, the payment of any sums by Maker pursuant to the terms of this N ote would result in the payment of interest which would exceed the amount that Holder may legally charge under the laws of the State of Cali fornia, then the amount by which payment exceeds the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall Maker be obligated under the terms of this Note to pay any interest which would exceed the lawful rate.

(f) Loan Prepayment. Provided Borrower is not in default under Article 6 of the Loan Agreement, this Note , or any portion of the outstanding principal balance due under Loan, may be prepaid at any time, and from time to tim e, without penalty or premium.
(g ) Security. As security for repayment of this Note , Borrower shall execute the Deed of Trust in favor of the City as beneficiary pursuant to which the City shall be provided a lien against the Property and the Project . The Deed of Trust shall be dated as of the Agreement Date and shall be recorded in the official records of Sacramento County. The Deed of Trust may be subordinated only to such liens and encumbrances as the City shall approve in writing.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

B-3
(f) Due on Sal e o r Transfer of Property . Unless the C ity agrees otherwise in writing, the outstanding principal balance and all interest and other sums accrued under the Loan Documents shall be due and payable upon the sale or transfer of the Property for any reason (“Termination”).

4. Eve nts of Default. Each of the following events will constitute an event of default (“Event of Default”) under this Note:

(a) Failure to Make Payments . If Borrower fails to pay when due the principal and interest payable under this Note and such failure continues for ten ( 10) calendar days after the City notifies Borrower thereof in writing.

(b) Failure to Comply with Loan Requirements. Borrower’s failure, neglect, or refusal to comply with the Loan requirements set forth in Article 2 o f this Agreement.

(c) Noncompliance with Loan Documents. Borrower's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in the Loan Documents after any applicable cure periods.

(d) Noncompliance with Gov ernmental Requirements . Borrower's failure to timely comply with any governmental requirements, including but not limited to obtaining licenses and permits.

(e) False Representations. If any material representation or disclosure made to the City by Borrower in connection with the Loan Documents proves to be false or misleading in any material adverse respect when made.

(f) Bankruptcy. The filing by or against Borrower of a voluntary or involuntary petition in bankruptcy or the adjudication of Borrower a s bankrupt or insolvent, or the filing of any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under present or any future federal bankruptcy act or any other present or futur e applicable federal, state or other statute or law, or the seeking or consenting to or acquiescing in the appointment of any trustee, receiver, liquidator of Borrower or any substantial part of or all of the property of Borrower, and if any such proce eding is not dismissed within sixty (60) days; Borrower is named in any such proceeding and the same is not dismissed within one hundred twenty (120) days.

(g) Sublease. Conveyance of all or a portion of the Property by sublease without the prior written consent of such conveyance the City.

(h) Occurrence of an Event of Default in Other Loan Documents . An event of default under any Loan Document, or any other loan agreement and related

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

B-4
documents by and between Borrower and the City other than the Loan Doc uments, if any, subject to the expiration of any applicable cure period set forth in such documents.

5. No Waiver or Consent. The failure by Holder to assert its rights upon the occurrence of an Event of Default, or the waiver by Holder of its rights up on any Event of Default, shall not co nstitute a consent to or waiver of Holder’s rights with respect to any other Event of Default.

6. Default Interest. Upon the occurrence of any Event of Default, all principal and accrued interest thereon owing under this Note will become immediately due and payable, and interest will accrue at the rate of eight and one- half percent (8.5%) per annum, compounded annually on each anniversary of the Agreement Date.

7. Remedies. Upon the occurrence of any Event of Defaul t, in addition to its other rights i n this Note and the Loan Agreement, at law, or in equity, Holder may exercise any one or more of the following rights and remedies without prior demand:

(a) accelerate and declare the entire unpaid pri ncipal balance of this Note together with all accrued interest thereon, and all other sums owing to the City immediately due and payable; and

(b) proceed at law, or in equity, to require Borrower to perform its obligations and covenants under the Loan Documents; and

(c) proceed as authorized at law or in equity with respect to the Event of Default, and in connection with that, pursue any and all other remedies available under law to enforce the terms of this Agreement, any other Loan Document.

The remedies provided herein are cumulative and not exclusive of, and shall not prejudice any other remedy provided in any Loan Document.

8. Maker’s Waivers.

(a) Additional Security . Maker expressly agrees that Holder may accept further security for this Note, all witho ut in any way affecting the obligations of Maker under this Note.

(b) O riginal Liability. No extension of time for payment of this Note or any installment hereof made by agreement by Holder with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part.

(c) Obligations Absolute. The obligations of Maker under t his Note shall be absolute and Maker waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

B-5

(d) Waivers. Maker hereby waives (i) any notice of default or delinquency in addition to any notice expressly required by this Note; (ii) notice of acceleration; (iii) any notice of nonpayment in addition to any notice required by this Note; (iv) notice of costs, expenses, losses and interest thereon; (v) notice of interest on interest and late fees; (vi) diligence in taking any action to collect any sums owing under this Note or in proceeding against any of the rights and interest in and to properties securing payment of this Note; and (vii) presentment for payment, demand, protest , and notices of dishonor and/or protest.

9. Holder Forbearance. No waiver of any breach, default or failure of condition under the terms of this Note or the Loan Agreement or the obligations secured thereby shall be implied from any failure of Holder to take, or any d elay by Holder in taking, action with respect to such breach, default or failure or from any previous wai ver of any similar or unrelated breach, default or failure; and a waiver of any term of this Note or the Loan Agreement must be made in writing and shall be limited to the express written terms of such waiver.

10. Miscellaneous Provisions.

(a) Notices. All notices to Holder or Maker shall be given in the manner and at the addresses set forth in the Loan Agreement, or to such addresses as Holder and Maker may hereafter designate, in accordance with the Loan Agreement.

(b) Successors and Assigns . This Note ( i) shall not be assigned by Maker, (ii) can be assigned by Holder, at its sole option, and (iii) shall be bind ing on all successors and assigns of Holder and Maker.

(c) Attorneys' Fees. If the City elects to employ any of the remedies available to it in connection with any Event of Default, Borrower shall pay all reasonable costs and expenses incurred by or on be half of t he City including, without limitation, reasonable attorneys’ fees, incurred in connection with th e City’s enforcement of this Note and the exercise of any or all of its rights and remedies.

(d) Severability. If a court of com petent jurisdiction finds any provisions of this Note invalid or unenforceable, the remaining provisions shall not in any way be affected or impaired thereby, and all other provisions of this Note shall remain in full force and effect.

(e) Time. Time is o f the essence in the performance of the terms and conditions of this Note.

(f) Governing Law . The laws of the State of California shall govern this Note.

ITEM 19.1. ATTACHMENT 4

5488160.1
Loan Agreement
Cordova Community Council

B-6
(g) Amendment. This Note may not be changed orally, but only by an amendment in writing signed by Maker and approved by Holder.

(h) Headings. The headings within this Note are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Note.

(i) Assumptions. The Loan, including this Note, may not be assumed in whole or in part without the prior written consent of Holder, which consent shall be given or withheld at the sole discretion of Holder. Holder may condition its consent to an assumption of the Loan on the satisfaction of conditions reasonably required by Holder at the time of the assumption. Conditions may include, but not be limited to, Holder’s satisfaction, in its sole discretion, with the proposed assuming party’s ability to meet the Loan obligatio ns, modific ations to the Loan and the Loan Documents, the payment of an assumption fee and reimbursement of Holder’s fees and costs incurred by reason of the assumption.

Executed in Rancho Cordova, California on __________ ________ 2023.

FORM DO NOT SIGN

By: ______________________________

Its:_______________________________

ITEM 19.1. ATTACHMENT 4
DRAFT 10-27-23
Contract No. 2023-235
5488160.1 C-1
Loan Agreement
Cordova Community Council

EXHIBIT C

FORM OF DEED OF TRUST

ITEM 19.1. ATTACHMENT 4

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attention: City Clerk

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383

APN: 072-0231-014 (portion) Space above this line for Recorder’s use.

DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made as of ______________, 2023, by Cordova Community Council Foundation (“Trustor”) to ________________ Title Company as trustee (“Trustee”), for the benefit of the City of Rancho Cordova, a California municipal corporation (“Beneficiary”).

RECITALS
A. Trustor owns fee simple title to the land located at 2300 Mineshaft Lane , Rancho
Cordova, known as a portion of Sacramento County Assessor’s Parcel 072-0231-014, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”). Trustor intends to improve and expand a building located on the Land (the “Project”).

B. Beneficiary and Trustor have entered into a Loan Agreement dated as of the date hereof (the “Loan Agreement”) pursuant to which Beneficiary will provide a loan to Trustor in the amount of Eight Million Eight Hundred Thousand Dollars ($8,800,000) for the construction of the Project (the “Loan”). Trustor has issued to Beneficiary a secured promissory note dated as of the date hereof in the amount of the Loan to evidence Trustor’s obligation to repay the Loan (“Note”). Terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement. This Deed of Trust will be recorded in the Official Records of Sacramento County (the “Official Records”).

C. As a condition precedent to the making of the Loan, Beneficiary has required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien and security interest in the Property (defined below) to secure repayment of the Note and performance of Trustor’s obligations under the Loan Agreement and the other City Documents Exhibit C

ITEM 19.1. ATTACHMENT 4

5508579.1 2
(defined below).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. In consideration of the foregoing and for the purpose of securing payment and performance of the Secured Obligations defined and described in Section 2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which Trustor now has or may later acquire in and to the Land, and all of the following, whether presently owned or hereafter acquired:
a. All buildings, structures, and improvements, now or hereafter located or constructed on the Land (“Improvements”);
b. All appurtenances, easements, rights of way, pipes, transmission lines or wires and other rights used in connection with the Land or the Improvements or as a means of access thereto, whether now or hereafter owned or constructed or placed upon or in the Land or Improvements and all existing and future privileges, rights, franchises and tenements of the Land, including all minerals, oils, gas and other commercially valuable substances which may be in, under or produced from any part of the Land, and all water rights, rights of way, gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and Improvements (collectively, “Appurtenances”); c. All machinery, equipment, fixtures, goods and other personal property of the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor and now or hereafter located at or used in connection with the Land, the Improvements or Appurtenances, and all improvements, restorations, replacements, repairs, additions or substitutions thereto (collectively, “Equipment”);
d. All amendments, extensions, renewals or modifications thereof, and all rent, royalties, or other payments which may now or hereafter accrue or otherwise become payable thereunder to or for the benefit of Trustor, including but not limited to security deposits (collectively, “Rents”);
e. All insurance proceeds and any other proceeds from the Land, Improvements, Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits made with or other security deposits given to utility companies, all claims or demands relating to insurance awards which the Trustor now has or may hereafter acquire, including all advance payments of insurance premiums made by Trustor, and all condemnation awards or payments now or later made in connection with any condemnation or eminent domain proceeding (“Proceeds”);
f. All revenues, income, rents, royalties, payments and profits produced by the Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter acquired by Trustor (“Gross Revenues”);

g. All architectural, structural and mechanical plans, specifications, design

ITEM 19.1. ATTACHMENT 4

5508579.1 3
documents and studies produced in connection with development of the Land and construction of the Improvements (collectively, “Plans”); and

h. All interests and rights in any private or governmental grants, subsidies, loans or other financing provided in connection with development of the Land and construction of the Improvements (collectively, “Financing”).

All of the above-referenced interests of Trustor in the Land, Improvements, Appurtenances, Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby conveyed to Trustee or made subject to the security interest herein described are collectively referred to herein as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of the following (collectively, the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note and any amendment thereof, including principal, interest and all other amounts payable under the terms of the Note; (ii) all present and future obligations of Trustor to Beneficiary under the City Documents (defined below); (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all obligations of Trustor to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust or any other City Document as such may be modified, supplemented, amended, renewed or extended. The Note, the Loan Agreement and this Deed of Trust, all dated as of the date hereof are collectively referred to herein as the “City Documents.”

3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Beneficiary hereby confers upon Trustor a license to collect and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every

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right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land or the Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of Trustor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it, and shall not be responsible for any waste committed by Trustor, lessees or any third parties, or for dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property. Absent Beneficiary’s written consent, Trustor shall not accept prepayment of Rents for any rental period exceeding one month.

4. Security Agreement. The parties intend for this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary. The parties acknowledge that some of the Property may be determined under applicable law to be personal property or fixtures. To the extent that any Property may be or be determined to be personal property, Trustor as debtor hereby grants to Beneficiary as secured party a security interest in all such Property to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the California Uniform Commercial Code, as amended or recodified from time to time (the “UCC”), covering all such Property. To the extent such Property is not real property encumbered by the lien granted above, and is not absolutely assigned by the assignment set forth above, it is the intention of the parties that such Property shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Land and Improvements.

5. Financing Statements. Pursuant to the UCC, Trustor, as debtor, hereby authorizes Beneficiary, as secured party, to file such financing statements and amendments thereof and such continuation statements with respect thereto as Beneficiary may deem appropriate to perfect and preserve Beneficiary's security interest in the Property and Rents, without requiring any signature or further authorization by Trustor. If requested by Beneficiary, Trustor shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such record searches as Beneficiary may reasonably require. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall not be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it.

Everything used in connection with the Property and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary, or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Similarly, the mention in any such financing statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Trustor's interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property

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conveyed hereby, whether pursuant to lease or otherwise, shall not be construed as in any way altering any of the rights of Beneficiary as determined by this instrument or impugning the priority of Beneficiary’s lien granted hereby or by any other recorded document. Such mention in any financing statement is declared to be solely for the protection of Beneficiary in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2), and (3), that notice of Beneficiary's priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government.

6. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the UCC with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the Official Records of Sacramento County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC.

7. Trustor’s Representations, Warranties and Covenants; Rights and Duties of the Parties.

7.1 Representations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds a fee simple interest in the Land and the Improvements, (ii) Trustor has good and marketable title to all of the Property; (iii) other than as limited by the City Documents, Trustor has the full and unlimited power, right and authority to encumber the Property and assign the Rents; (iv) subject only to encumbrances of record permitted pursuant to the City Documents or otherwise approved in writing by Beneficiary (“Permitted Encumbrances”), this Deed of Trust creates a valid lien on Trustor’s entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustor owns the Property free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of Trustor’s chief executive office is specified in Section 10.2. Beneficiary agrees that it will not withhold consent to reasonable requests for subordination of this Deed of Trust to deeds of trust provided for the benefit of lenders identified in the Financing Plan approved in connection with the Loan Agreement provided that the subordination agreement includes reasonable protections to the Beneficiary in the event of default.

7.2 Condition of Property. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, and no condition on the Land violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ii) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property

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or allowing any third party rights to use the Property are in force; (iii) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor in the Property; (iv) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (v) Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vi) there are no natural or artificial conditions upon the Land or any part thereof that could result in a material and adverse change in the condition of the Land; (vii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete; and (viii) Trustor or Trustor’s agents have disclosed to Beneficiary all material facts concerning the Property.

7.3 Authority. Trustor represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have been duly authorized, executed, and delivered by Trustor; (b) are binding obligations of Trustor; and (c) do not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor further represents and warrants that there are no pending, or to Trustor’s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect Trustor’s ownership of the Property.

7.4 Payment and Performance of Secured Obligations. Trustor shall promptly pay when due the principal and any interest due on the indebtedness evidenced by the Note, and shall promptly pay and perform all other obligations of Trustor arising in connection with the Secured Obligations or the City Documents in accordance with the respective terms thereof.

7.5 Use of Loan Proceeds; Preservation and Maintenance of Property; Compliance with Laws. Trustor covenants that it shall use the proceeds of the Loan solely for purposes authorized by the City Documents. Trustor covenants that it shall keep the Land and Improvements in good repair and condition, and from time to time shall make necessary repairs, renewals and replacements thereto so that the Property shall be preserved and maintained.

Trustor covenants to comply with all federal, state and local laws, regulations, ordinances and rules applicable to the Property and the Project, including without limitation all applicable requirements of state and local building codes and regulations, and all applicable statutes and regulations relating to accessibility for the disabled. Trustor shall not remove, demolish or materially alter any Improvement without Beneficiary’s consent, shall complete or restore promptly and in good and workmanlike manner any building, fixture or other improvement which may be constructed, damaged, or destroyed thereon, and shall pay when due all claims for labor performed and materials furnished therefor. Trustor shall use the Land and the Improvements solely for purposes authorized by the City Documents, shall not commit or allow waste of the Property, and shall not commit or allow any act upon or use of the Property which would violate any applicable law or order of any governmental authority, nor shall Trustor bring on or keep any article on the Property or cause or allow any condition to exist thereon which could invalidate or which would be prohibited by any insurance coverage required to be maintained on the Property pursuant to the City Documents.

7.6 Restrictions on Conveyance and Encumbrance; Acceleration. It shall be an Event of Default hereunder if the Property, any part thereof, or interest therein is sold, assigned, conveyed, transferred, hypothecated, leased, licensed, or encumbered in violation of the City

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Documents or if any other Transfer (as defined in the Loan Agreement) occurs in violation of the City Documents. If any such Transfer shall occur in violation of such requirements, without limiting the provisions of Section 8 hereof, all obligations secured by this Deed of Trust, irrespective of the maturity dates of such obligations, shall at the option of Beneficiary, and without demand, immediately become due and payable, subject to any applicable cure period.

7.7 Inspections; Books and Records. Beneficiary and its agents and representatives shall have the right at any reasonable time upon reasonable notice to enter upon the Land and inspect the Property to ensure compliance with the City Documents. Trustor shall maintain complete and accurate books of account and other records (including copies of supporting bills and invoices) adequate to document the use of the proceeds of the Loan and the operation of the Property, together with copies of all written contracts, Leases and other instruments which affect the Property. The books, records, contracts, Leases and other instruments shall be subject to examination and inspection by Beneficiary at any reasonable time following two business days prior notice.

7.8 Charges, Liens, Taxes and Assessments. Trustor shall pay before delinquency all taxes, levies, assessments and other charges affecting the Property that are (or if not paid may become) a lien on all or part of the Property. Trustor may, at Trustor’s expense, contest the validity or application of any tax, levy, assessment or charge affecting the Property by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished other security as may reasonably be required from time to time by Beneficiary; and provided further that Trustor shall timely make any payment necessary to prevent a lien, foreclosure, sale, forfeiture or loss of the Property.

7.9 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust.

7.10 Hazard, Liability and Workers’ Compensation Insurance. At all times during the term hereof, at Trustor’s expense, Trustor shall keep the Improvements and personal property now existing or hereafter located on the Property insured against loss by fire, vandalism and malicious mischief by a policy of standard fire and extended all-risk insurance. The policy shall be written on a full replacement value basis and shall name Beneficiary as loss payee as its interest may appear. The full replacement value of the improvements to be insured shall be determined by the company issuing the policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, either the Trustor or the Beneficiary shall have the right to notify the other party that it elects to have the replacement value redetermined by the insurance company. Subject to the rights of any senior lienholder, the proceeds collected under any insurance policy may be applied by Beneficiary to any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary, the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding anything to the contrary set forth herein, provided that Trustor is

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not in default under any City Document, Trustor shall be permitted to use the proceeds of insurance to rebuild the Improvements.

7.10.1 Trustor shall at all times during the term hereof, maintain a comprehensive general liability insurance policy in an amount not less than Two Million Dollars ($2,000,000) combined single limit per occurrence, or such other policy limits as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the Beneficiary as an additional insured. Trustor shall maintain workers’ compensation insurance as required by law.

7.10.2 Trustor shall file with Beneficiary prior to the commencement of the term hereof, certificates (or such other proof as Beneficiary may require, including without limitation, copies of the required insurance policies) evidencing each of the insurance policies and endorsements thereto as required by this Section, and such certificates (or policies) shall provide that at least thirty (30) days’ prior written notice shall be provided to Beneficiary prior to the expiration, cancellation or change in coverage under each such policy.

7.10.3 If any insurance policy required hereunder is canceled or the coverage provided thereunder is reduced, Trustor shall, within fifteen (15) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies.

Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor’s expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary.

7.10.4 The insurance policies required hereunder shall be issued by insurance companies authorized to do business in the State of California with a financial rating of at least A VII status as rated in the most recent edition of Best's Key Rating Guide and who are either "admitted" by the California Department of Insurance or who are listed on the "List of Eligible Surplus Line Insurers" as maintained by the California Department of Insurance. (Note: The List of Eligible Surplus Line Insurers is also known as the "LESLI List"). Each policy of insurance shall contain an endorsement requiring the insurer to provide at least thirty (30) days written notice to Beneficiary prior to change in coverage, cancellation or expiration thereof. If any insurance policy required pursuant to the City Documents is canceled or the coverage provided thereunder is reduced, Trustor shall, within ten (10) days after receipt of written notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Beneficiary a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Beneficiary may, without further notice and at its option, procure such insurance coverage at Trustor’s expense, and Trustor shall promptly reimburse Beneficiary for such expense upon receipt of billing from Beneficiary.

7.11 Hazardous Materials. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof to the best knowledge of Trustor: (i) the Land is free and has always been free of Hazardous Materials (as defined below) and is not and has never

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been in violation of any Environmental Law (as defined below); (ii) there are no buried or partially buried storage tanks located on the Land; (iii) Trustor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Land are or have ever been in violation of any Environmental Law or informing Trustor that the Land is subject to investigation or inquiry regarding Hazardous Materials on the Land or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other governmental agency concerning the Land; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Land, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Land has never been used as a dump or landfill; and (vii) Trustor has disclosed to Beneficiary all information, records, and studies in Trustor’s possession or reasonably available to Trustor relating to the Land concerning Hazardous Materials.

Trustor shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept, stored or used in, on, under, or about the Land by Trustor, its agents, employees, contractors or invitees except for incidental supplies ordinarily used in connection with the construction, rehabilitation, repair, and operation of residential developments and in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Land. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Land and results in any contamination of the Land or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Land, Trustor shall promptly take all actions at its sole expense as are necessary to comply with all Environmental Laws (as defined below).

To the fullest extent permitted by law, Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold Beneficiary and its elected and appointed officials, officers, agents and employees (collectively, “Indemnitees”) harmless from and against any and all loss, claim, liability, damage, demand, judgment, order, penalty, fine, injunctive or other relief, cost, expense (including reasonable fees and expenses of attorneys, expert witnesses, and other professionals advising or assisting Beneficiary), action, or cause of action (all of the foregoing, hereafter individually “Claim” and collectively “Claims”) arising in connection with the breach of Trustor’s covenants and obligations set forth in this Section 7.11 or otherwise arising in connection with the presence or release of Hazardous Materials in, on, under, or from the Property. The foregoing indemnity includes, without limitation, all costs of investigation, assessment, containment, removal, remediation of any kind, and disposal of Hazardous Materials, all costs of determining whether the Land is in compliance with Environmental Laws, all costs associated with bringing the Land into compliance with all applicable Environmental Laws, and all costs associated with claims for damages or injury to persons, property, or natural resources.

Without limiting the generality of the foregoing, Trustor shall, at Trustor’s own cost and expense, do all of the following:
a. pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust;

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b. reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Deed of Trust; and c. reimburse Indemnitees for any and all expenses, including without limitation out- of-pocket expenses and fees of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Deed of Trust, or in monitoring and participating in any legal or administrative proceeding.

Trustor’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Trustor to receive notice of or consideration for any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance required by any City Document; (iii) any provision in any of the City Documents limiting Beneficiary's recourse to property securing the Secured Obligations, or limiting the personal liability of Trustor, or any other party for payment of all or any part of the Secured Obligations; (iv) the accuracy or inaccuracy of any representation and warranty made by Trustor under this Deed of Trust or by Trustor or any other party under any City Document, (v) the release of Trustor or any other person, by Beneficiary or by operation of law, from performance of any obligation under any City Document; (vi) the release or substitution in whole or in part of any security for the Secured Obligations; and (vii) Beneficiary’s failure to properly perfect any lien or security interest given as security for the Secured Obligations.

The provisions of this Section 7.11 shall be in addition to any and all other obligations and liabilities that Trustor may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether Beneficiary or that Indemnitee has exercised any rights against the Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the City Documents or applicable law. The obligations of Trustor to indemnify the Indemnitees under this Section shall survive any repayment or discharge of the Secured Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the lien of this Deed of Trust.

Without limiting any of the remedies provided in this Deed of Trust, Trustor acknowledges and agrees that each of the provisions in this Section 7.11 is an environmental provision (as defined in Section 736(f)(2) of the California Code of Civil Procedure) made by Trustor relating to real property security (the “Environmental Provisions”), and that Trustor's failure to comply with any of the Environmental Provisions will be a breach of contract that will entitle Beneficiary to pursue the remedies provided by Section 736 of the California Code of Civil Procedure (“Section 736”) for the recovery of damages and for the enforcement of the Environmental Provisions. Pursuant to Section 736, Beneficiary's action for recovery of damages or enforcement of the Environmental Provisions shall not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the meaning of Sections 580a, 580b, 580d, or 726(b) of the California Code of Civil Procedure. “Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos

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and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. Section 2601 et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601 et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101 et seq.], the Resource Conservation and Recovery Act [42 U.S.C. Section 6901 et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C.

Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280 et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300 et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100 et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5 et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000 et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; or (v) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. “Environmental Law” means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to any Hazardous Material (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act [15 U.S.C. 2601 et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601 et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101 et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901 et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401 et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280 et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300 et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100 et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5 et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000 et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder.

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7.12 Notice of Claims; Defense of Security; Reimbursement of Costs. a. Notice of Claims. Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of One Hundred Thousand Dollars ($100,000) within three (3) business days of the occurrence of such loss. Trustor shall ensure that Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents.

Within three business days of Trustor’s receipt thereof, Trustor shall provide Beneficiary with a copy of any notice of default Trustor receives in connection with any financing document secured by the Property or any part thereof.
b. Defense of Security. At Trustor's sole expense, Trustor shall protect, preserve and defend the Property and title to and right of possession of the Property, the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims.
c. Compensation; Reimbursement of Costs. Trustor agrees to pay all reasonable fees, costs and expenses charged by Beneficiary or Trustee for any service that Beneficiary or Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including without limitation any rights or remedies afforded to Beneficiary or Trustee or both of them under Sections 7.18 and 8.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title. d. Notice of Changes. Trustor shall give Beneficiary prior written notice of any change in the address of Trustor and the location of any Property, including books and records pertaining to the Property.

7.13 Indemnification. To the fullest extent permitted by law, Trustor shall indemnify, defend (with counsel reasonably acceptable to Beneficiary), and hold harmless the Trustee and the Indemnitees (as defined in Section 7.11) from and against all Claims arising directly or indirectly in any manner in connection with or as a result of (a) any breach of Trustor’s covenants under any City Document, (b) any representation by Trustor in any City Document which proves to be false or misleading in any material respect when made, (c) injury or death to persons or damage to property or other loss occurring on the Land or in any improvement located thereon, whether caused by the negligence or any other act or omission of Trustor or any other person or by negligent, faulty, inadequate or defective design, building, construction or maintenance or any other condition or otherwise, (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises out of the Property, or any City Document or any transaction contemplated thereby, or any failure of Trustor to comply with all applicable state,

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federal and local laws and regulations applicable to the Property, provided that no Indemnitee shall be entitled to indemnification under this Section for matters caused by such Indemnitee's gross negligence or willful misconduct. The obligations of Trustor under this Section shall survive the repayment of the Loan and shall be secured by this Deed of Trust. Notwithstanding any contrary provision contained herein, the obligations of Trustor under this Section shall survive any foreclosure proceeding, any foreclosure sale, any delivery of a deed in lieu of foreclosure, and any release or reconveyance of this Deed of Trust.

7.14. Limitation of Liability. Beneficiary shall not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; (iii) any waste committed by Trustor, the lessees of the Property or any third parties, or any dangerous or defective condition of the Property; or (iv) any loss sustained by Trustor or any third party resulting from any act or omission of Beneficiary in managing the Property after an Event of Default, unless the loss is caused by the willful misconduct, gross negligence, or bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described in this Section 7.14 and agrees that Trustor shall assert no claim related to any of the foregoing against Beneficiary.

7.15 Insurance and Condemnation Proceeds. Subject to the rights of any senior lienholders, any award of damages in connection with any condemnation for public use of, or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply such moneys to any indebtedness secured hereby in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Notwithstanding the foregoing, so long as the value of Beneficiary’s lien is not impaired, insurance and/or condemnation proceeds may be used to repair and/or restore the Project.

7.16 Release, Extension, Modification. At any time and from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may release or reconvey all or any part of the Property, consent to the making of any map or plat of the Land or part thereof, join in granting any easement or creating any restriction affecting the Property, or join in any extension agreement or other agreement affecting the lien or charge hereof. At any time and from time to time, without liability therefor and without notice, Beneficiary may (i) release any person liable for payment of any Secured Obligation, (ii) extend the time for payment or otherwise alter the terms of payment of any Secured Obligation; (iii) accept additional real or personal property of any kind as security for any Secured Obligation, or (iv) substitute or release any property securing the Secured Obligations.

7.17 Reconveyance. Upon written request of Beneficiary stating that all of the Secured Obligations have been paid and performed in full, and upon surrender of this Deed of Trust, and the Note, Trustee shall reconvey, without warranty, the Property or so much of it as is then held under this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of

ITEM 19.1. ATTACHMENT 4

5508579.1 14
any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor shall pay all fees of Trustee and all recordation fees related to such reconveyance.

7.18 Cure; Protection of Security. Either Beneficiary or Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary’s or Trustee’s sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among Beneficiary, Trustee and Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section 7.18 either with or without giving notice, except for notices required under applicable law. Any amounts disbursed by Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust.

8. Default and Remedies.

8.1 Events of Default. Trustor acknowledges and agrees that an Event of Default shall occur under this Deed of Trust upon the occurrence of any one or more of the following events:
a. Beneficiary’s declaration of an Event of Default under any City Document, subject to the expiration of any applicable cure period set forth in such document; b. Trustor fails to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10) days following written notice from Beneficiary or Trustee;
c. If Trustor’s interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 7.6 hereof or if any other Transfer occurs in violation of the Loan Agreement and Trustor fails to rescind such conveyance or otherwise cure such breach within the time period specified in paragraph j below;
d. Trustor fails to maintain the insurance coverage required hereunder or otherwise fails to comply with the requirements of Section 7.10 hereof and Trustor fails to cure such default within the time specified in Section 7.10; e. Subject to Trustor’s right to contest such charges as provided herein, Trustor fails to pay taxes or assessments due on the Land or the Improvements or fails to pay any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within ten (10) days.

ITEM 19.1. ATTACHMENT 4

5508579.1 15
f. Any representation or warranty of Trustor contained in or made in connection with the execution and delivery of this Deed of Trust or in any certificate or statement furnished pursuant hereto or in any other City Document proves to have been false or misleading in any material adverse respect when made;
g. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Trustor (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Trustor or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. h. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Trustor or any general partner thereof in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Trustor or any general partner thereof or substantially all of such entity’s assets, (iii) orders the liquidation of Trustor or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its issuance.
i. The holder of any other debt instrument secured by a mortgage or deed of trust on the Property or part thereof declares an event of default thereunder and exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents; or j. Trustor fails to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 8.1, and does not cure that failure either within ten (10) days after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice in the event of a nonmonetary default, provided that in the case of a nonmonetary default that in Beneficiary’s reasonable judgment cannot reasonably be cured within thirty (30) days, an Event of Default shall not arise hereunder if Trustor commences to cure such default within thirty (30) days and thereafter prosecutes such cure to completion with due diligence and in good faith and in no event later than sixty (60) days following receipt of notice of default.

8.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in any City Document, and any other remedy existing at law or in equity or by statute. All of Beneficiary’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs.
a. Acceleration. Beneficiary may declare any or all of the Secured

ITEM 19.1. ATTACHMENT 4

5508579.1 16
Obligations, including without limitation all sums payable under the Note and this Deed of Trust, to be due and payable immediately.
b. Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. c. Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of Trustor’s or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If Beneficiary so requests, Trustor shall assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments.
d. UCC Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC.
e. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust.
f. Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

8.3 Power of Sale. If Beneficiary elects to invoke the power of sale hereby granted, Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated as required by law and this Deed of Trust.

Prior to publication of the notice of sale, Beneficiary shall deliver to Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust.

Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, Trustee, without

ITEM 19.1. ATTACHMENT 4

5508579.1 17
demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may, and at Beneficiary’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at such sale.

After deducting all costs, fees, and expenses of Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by Beneficiary or Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

Without limiting the generality of the foregoing, Trustor acknowledges and agrees that regardless of whether or not a default has occurred hereunder, if an Event of Default has occurred under the City Documents, and if in connection with such Event of Default Beneficiary exercises its right to foreclose on the Property, then: (i) Beneficiary shall be entitled to declare all amounts due under the Note immediately due and payable, and (ii) the proceeds of any sale of the Property in connection with such foreclosure shall be used to pay all Secured Obligations, including without limitation, the outstanding principal balance and all other amounts due under the Note.

At any foreclosure sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law.

Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations:
a. First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 7.12(c); and
b. Second, the remaining balance of all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose.

8.4 Trustor’s Right to Reinstate. Notwithstanding Beneficiary’s acceleration of the sums secured by this Deed of Trust, Trustor shall have the right to have any proceedings begun by Beneficiary to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Trustor pays Beneficiary all sums which would be then due under the City Documents if the Secured Obligations had no acceleration provision; (b) Trustor cures all breaches of any other covenants or agreements of Trustor contained in this Deed of Trust; (c) Trustor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Trustor contained in this

ITEM 19.1. ATTACHMENT 4

5508579.1 18
Deed of Trust, and in enforcing Beneficiary’s and Trustee’s remedies as provided herein, including, but not limited to, reasonable attorney’s fees; and (d) Trustor takes such action as Beneficiary may reasonably require to assure that the lien of this Deed of Trust, Beneficiary’s interest in the Property and Trustor’s obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred.

9. Trustor's Waivers. To the fullest extent permitted by law, Trustor waives: (a) all statutes of limitations as a defense to any action or proceeding brought against Trustor by Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.

10. Miscellaneous Provisions.

10.1 Additional Provisions. The City Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and the Property.

10.2 Notices. Trustor requests that a copy of notice of default and notice of sale be mailed to Trustor at the address set forth below. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary’s address set forth below is the address for Beneficiary as secured party under the UCC. Except for any notice required under applicable law to be given in another manner, all notices to be sent pursuant to this Deed of Trust 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:
a. personal delivery, in which case notice shall be deemed delivered upon receipt;
b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail;
c. nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or d. facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof.

Beneficiary:

ITEM 19.1. ATTACHMENT 4

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City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attention: City Manager

Trustor: Cordova Community Council Foundation
2729 Prospect Park Drive, STE 117
Rancho Cordova, CA 95670
Attention: _______________

Trustee: ____________________
____________________
____________________
____________________

10.3 Binding on Successors. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Trustor, Beneficiary and Trustee; provided however this Section 10.3 does not waive the provisions of Section 7.6.

10.4 Substitution of Trustee. Beneficiary may from time to time or at any time substitute a trustee or trustees to execute the trust hereby created, and when any such substitution has been filed for record in the office of the Recorder of Sacramento County, it shall be conclusive evidence of the appointment of such trustee or trustees, and such new trustee or trustees shall succeed to all of the powers and duties of the Trustee named herein.

10.5 Attorneys’ Fees and Costs. In any action or proceeding to foreclose this Deed of Trust or to enforce any right of Beneficiary or of Trustee, Trustor shall pay to Beneficiary and Trustee all costs of such action or proceeding, including reasonable attorneys’ fees.

10.6 Governing Law; Severability; Interpretation. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws.

Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in the jurisdiction where the Land is located (the “Property Jurisdiction”).

The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the City Documents. Trustor irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. If any provision of this Deed of Trust is held unenforceable or void, that provision shall be deemed severable from the remaining provisions, and shall in no way affect the validity of this Deed of Trust. The captions used in this Deed of Trust are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. In this Deed of Trust, whenever the context so requires, the singular number includes the plural.

10.7 Waiver, Modification and Amendment. Any waiver by Beneficiary of any obligation of Trustor hereunder must be in writing, and no waiver shall be construed as a

ITEM 19.1. ATTACHMENT 4

5508579.1 20
continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s or Trustee’s consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by Trustor and Beneficiary. Without limiting the generality of the foregoing, Beneficiary’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

10.8 Action by Beneficiary. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the Beneficiary is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by Beneficiary’s City Manager or by any person who shall have been designated by Beneficiary’s City Manager, without further approval by the City Council of Beneficiary.

10.9 Joint and Several Liability. If Trustor consists of more than one person or entity, each shall be jointly and severally liable for the faithful performance of all of Trustor’s obligations under this Deed of Trust.

10.10 Time is of the Essence. Time is of the essence for each provision of this Deed of Trust.

SIGNATURES ON FOLLOWING PAGE.

ITEM 19.1. ATTACHMENT 4

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IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR:

Cordova Community Council Foundation

By: ____________________________

Its: ____________________________

SIGNATURES MUST BE NOTARIZED.

ITEM 19.1. ATTACHMENT 4

5508579.1 22

STATE OF CALIFORNIA )
)

COUNTY OF SACRAMENTO )

On , 20__, before me, ______________________, (here insert name and title of the officer), 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 _______________________________ (Seal)

ITEM 19.1. ATTACHMENT 4

5508579.1 23

STATE OF CALIFORNIA )
)

COUNTY OF SACRAMENTO )

On , 20__, before me, ______________________, (here insert name and title of the officer), 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 _______________________________ (Seal)

ITEM 19.1. ATTACHMENT 4

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Exhibit A

LAND

Real property in the City of Rancho Cordova, County of Sacramento, State of California, described as follows:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RANCHO

CORDOVA, IN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

The land described herein is situated in the state of California, County of Sacramento, City of Rancho Cordova, described as follows: All that portion of Section 20, Township 9 North, Range 7 East, lying Southerly of the right of way of the Southern Pacifi c Railroad Company and lying Northwesterly of the following described line: Beginning at a point on the Southeasterly line of the Southern Pacific Company's Placerville Branch railroad right of way, from which point a 2" iron pipe monument stamped "A -G Corp. re 2675", as shown in Book 12 of Surveys, Page 29, bears North 63° 52' 49" East 1541.40 feet; thence from said point of beginning along the arc of a 5000.00 foot radius curve to the left, said arc being subtended by a chord bearing South 60° 18' 27" Wes t 605.86 feet; thence South 56° 50' 03" West 1582.40 feet; thence along the arc of a 2825.00 foot radius curve to the right, said arc being subtended by a chord bearing South 65° 16' 31" West 829.39 feet; thence South 73° 43' 00" West 669.20 feet; thence along the arc of a 3375.00 foot radius curve to the left, said arc being subtended by a chord bearing South 68° 27' 40" West 618.30 feet to a point on said Southeasterly line of the Southern Pacific Company's Placerville Branch railroad and the point of ending.

EXCLUDING real property described in that certain Grant Deed recorded June 01, 2023 in Document Number 202306010218 for lands granted to the City of Rancho Cordova, County of Sacramento, State of California, being a portion of the Lands of Cordova Communit y Council Foundation (a nonprofit corporation), said portion being more particularly described as follows:

Beginning at a point on the northwesterly line of said Lands of Cordova Community Council Foundation, said point being South 63°52'53" East 3226.36 feet from the northeast corner of said Lands; thence into said Lands of the Cordova Community Council Foundation along a non-tangent curve to the right, concave to the southwest, whose center bears South 77°00'22" West, having a radius of 3368.33 feet, an i ncluded angle of 02°54'21", an arc length of 170.83 feet to the southeasterly line of said Lands of Cordova Community Council Foundation; thence along said southeasterly line South 73°43'17" West, 201.49 feet; thence into said Lands of the Cordova Community Council Foundation along a non- tangent curve to the left, concave to the southwest, whose center bears South 80°18'18" West, having a radius of 3168.09 feet, having an included angle of 02°27'10", an arc length of 135.63 feet to the northwesterly line of said Lands of Cordova Community Council Foundation; thence along said northwesterly line North 63°52'53" East, 205.97 feet to the Point of Beginning.

APN: 072-0231-014-0000

1 Mine Shaft Building
Agreements
November 6, 2023
CityOfRanchoCordova.org
ITEM 19.1.

ATTACHMENT 5

2 • On December 19, 2022, the City Council authorized the acquisition of property at 2300 M
ine Shaft Lane, Rancho Cordova, for the future US 50/Rancho Cordova Parkway Interchange Project
• Rather than demolish the building that is located on a portion of the property acquired by the
City, the Cordova Community Council (CCC) proposed that the City transfer ownership of the building back to CCC so that it can be relocated, allowing for historic preservation and continued use and benefit by the community Background
ITEM 19.1.

ATTACHMENT 5

3 • Transfer ownership of the Mine Shaft Building back to CCC • Provide financial assistance in the form of a grant in an amount not-to -exceed $1.3 Million for relocation of the building
Proposed Grant Agreement
ITEM 19.1.

ATTACHMENT 5

4 • Proposed Addition I: $5.4 Million
• Add 2-s tory 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
Mine Shaft Renovation and Expansion
ADDITION 1
ITEM 19.1.

ATTACHMENT 5

5 • Proposed Addition II: $3.4 Million
• Add 1,600 sq. ft. open space
• Add two story open space to the
c
entral hall
• Expanding view lines for
pe
rformances
• Expanding event capacity
Mine Shaft “Great Space” Addition
ITEM 19.1.

ATTACHMENT 5

6 Mine Shaft “Great Space” Addition
The Mine Shaft
Inspiration -
Glacier Hotel @
Glacier National
Park
ITEM 19.1.

ATTACHMENT 5

7 • Total loan amount of $8.8 Million
• Funds will be disbursed as construction expenses are incurred • Loan amount would be forgiven over a term of twenty- five (25) years • Loan will be secured with a lien against the property until fully forgiven • Terms of the loan agreement
• Facility Use - serve as a public event facility with amenities and capacity not currently available elsewhere in the City with a focus on hosting events for community non- profit organizations and serving as a venue for the performing arts • Facility Management - CCC will be responsible for providing full building management • Program Costs - CCC will be responsible for any costs related to the programming of the building
• Payment of Construction Costs - CCC is responsible for managing and distributing payment for all costs of construction incurred for the project.

Proposed Loan Agreement
ITEM 19.1.

ATTACHMENT 5

8 • Adopt Resolution Authorizing the City Manager to Execute the Grant A
greement Between the City and Cordova Community Council Foundation for Mine Shaft Building Transfer of Ownership and Relocation • Adopt Resolution Authorizing the City Manager to Execute the Loan Agreement B
etween the City and Cordova Community Council Foundation for Mine Shaft Building Renovation and Expansion
Recommendation
ITEM 19.1.

ATTACHMENT 5

MEMORANDUM

City Council Staff Report - Page 1 of 3

ITEM 19.2.

DATE: November 6, 2023

TO: Honorable Mayor and Council Members

FROM: Albert Stricker, Public Works Director
Dalia Fadl, Principal Engineer

SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO

CORDOVA DESIGNATING A TIME AND PLACE FOR HEARING

PROTESTS IN CONNECTION WITH A PROPOSED STORMWATER
UTILITY 1 FEE INCREASE, APPROVING PROCEDURES IN

CONNECTION THEREWITH AND TAKING CERTAIN OTHER

ACTIONS

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would declare the Council’s intention to increase the Stormwater Utility 1 Fee and state the Council’s intention to levy the fee to pay for storm drainage and flood protection services in developing areas, and set 5:30 p.m., or as soon thereafter as the matter may be heard, on January 2, 2024, as the time and date for a protest hearing on the matter.

BACKGROUND

The City's stormwater infrastructure includes the following facilities:
• 6 pump stations
• 6 regional detention basins
• 254 miles of drainage pipes
• 7740 drainage inlets
• 4370 manholes
• 70 acres of creek channels and tributaries

The Stormwater Utility 1 Fee (SWU1) was created in 1995 in order to provide for the safety of the residents of the City, protect property in the City from the damage associated with flooding, and meet the requirements of the NPDES permit. It is necessary to design, construct, operate, maintain, improve and replace storm drainage facilities which collect storm and surface water runoff and convey and treat such runoff in a safe manner. It is also necessary to inspect, monitor, and take enforcement action related to illegal dumping, trash, and illicit discharges into the City's storm drain system.

City Council Staff Report - Page 2 of 3

The City of Rancho Cordova has over $50 million in deferred maintenance, including outdated pump stations, local flooding, and damaged and aging infrastructure. Delay in addressing deferred maintenance will result in a growing maintenance backlog and an increased need to reactively address emergency conditions. Furthermore, the effort needed to comply with state and federal regulations continues to grow.

DISCUSSION

The SWU1 revenue is not adequate to support the City’s stormwater enterprise and, as a result, the stormwater utility fund has a growing deficit. In addition, inadequate revenues generated by the current SWU1 fee have necessitated the deferral of capital improvements to the storm drain system. Staff recommends an increase to the SWU1 fee to provide adequate funding for maintenance and capital improvements of stormwater infrastructure, addressing deferred maintenance, staying in compliance with state and federal regulations, and reducing the potential for future flooding.

A “Rate Analysis Report” was prepared by Harris & Associates and found that revenue generated by the current rate is not adequate to support the City’s stormwater enterprise (Attachment 2). The analysis completed by the City found that the annual costs to maintain, replace, and improve the stormwater infrastructure in the SWU1 area is $8.9 million per year.

The current SWU1 fee collects about $3.5-$4 million per year, a shortfall of approximately $5 million per year. Increasing the rate would close this gap and allow the City to provide a higher level of service to address deferred maintenance, decrease the potential for flooding, and comply with growing federal and state regulations. In addition, attached is a boundary map (Attachment 3) that depicts the boundaries of the SWU1 Fee area.

In tonight’s action, staff will present multiple options for the proposed fee increase for City Council's consideration. Staff is also seeking City Council approval of a resolution to designate a time and place for hearing protests in connection with the proposed SWU1 Fee increase (January 2, 2024) and authorizing the City Clerk’s office to give notice of the above-described protest hearing. Attachment 4 includes a sample protest hearing notice.

Sample fee calculations for various land uses based on a proposed annual rate of $156.79/SFR, are summarized in the following table:

City Council Staff Report - Page 3 of 3

FISCAL IMPACT AND FUNDING SOURCE

The proposed action would have no impact on the City's General Fund.

ATTACHMENT(S)

1. Resolution

2. Preliminary Stormwater Utility 1 Rate and Analysis Report

3. Drainage Districts Map

4. Sample Protest Hearing Notice

5. SWU I Rate Increase Presentation

ITEM 19.2. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 7

CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023

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

DESIGNATING A TIME AND PLACE FOR HEARING PROTESTS IN CONNECTION WITH A PROPOSED STORMWATER UTILITY 1 FEE INCREASE, APPROVING PROCEDURES IN

CONNECTION THEREWITH AND TAKING CERTAIN OTHER ACTIONS
WHEREAS, this Council is considering a proposal to increase the annual Stormwater Utility 1 Fee (“SWU 1”) (the " Stormwater Utility Fee 1") for services and facilities furnished by the City in connection with its storm drain and flood protection system.

WHEREAS, this Council has caused a written report entitled, "Rate Analysis Report (Stormwater Utility Fee 1)", dated August 2023, (the "Written Report") to be prepared by Harris & Associates and filed with the City Clerk containing a description of each parcel of real property within the City to which the Stormwater Utility Fee 1 is applicable (collectively, the "Identified Parcels") and the amount of the proposed increase for Stormwater Utility Fee 1 for each such Identified Parcel for Fiscal Year 2024-25. The Written Report is on file in the office of the City Clerk and is available for public review.

WHEREAS, Article XIII D of the California Constitution and the Proposition 218 Omnibus Implementation Act (Government Code Section 53750, et seq.) (the "Implementation Act") imposes certain procedural and substantive requirements relating to the increase of property- related fees and charges (as defined in Article XIII D), such as the proposed increase to Stormwater Utility Fee 1, including the requirement to conduct a protest hearing and balloting for consideration of the proposed increase to Stormwater Utility Fee 1. In accordance with Article XIII D and the Implementation Act, the City Council hereby approves the "Procedures for the Conduct of a Protest Hearing and Balloting Relating to a proposed increase to Stormwater Utility Fee 1 " as set forth in Exhibit "A," attached hereto and incorporated herein by reference (the "Procedures").

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA as follows:

1. The foregoing recitals are true and correct.

2. NOTICE IS HEREBY GIVEN THAT THE CITY COUNCIL DESIGNATES MONDAY, JANUARY 2, 2024, AT THE HOUR OF 5:30 P.M.OR AS SOON THEREAFTER AS THE MATTER MAY BE HEARD, IN THE COUNCIL CHAMBERS, CITY HALL, 2729

PROSPECT DRIVE, RANCHO CORDOVA, CALIFORNIA, AS THE TIME AND PLACE FOR A

PROTEST HEARING ON THE ABOVE-DESCRIBED WRITTEN REPORT AND PROTESTS OR OBJECTIONS TO THE PROPOSED INCREASE OF THE STORMWATER UTILITY FEE 1.

At the above-described public hearing, all interested persons shall be afforded the opportunity to hear and be heard, and the City Council shall consider all protests against the increase to the Stormwater Utility Fee 1. If written protests against the increase in the Stormwater Utility Fee 1 are presented by a majority of owners of the Identified Parcels, the City shall not impose the increase to the Stormwater Utility Fee 1. In the absence of a majority protest, the City Council may submit the increase to the Stormwater Utility Fee 1 to a vote of the property owners in accordance with Article XIII D of the California Constitution.

ITEM 19.2. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 7

3. The City Clerk is hereby authorized and directed to give notice of the above- described protest hearing in accordance with law and the Procedures.

4. Reference is hereby made to the Written Report described in Section 2 hereof, which is on file in the office of the City Clerk, for a full and detailed description of the proposed increase to the Stormwater Utility Fee 1 upon parcels of land within the City.

5. The City Council hereby designates Dalia Fadl, Principal Engineer, telephone number, (916) 851-8718 to answer inquiries regarding the public hearing, protest proceedings and procedural or technical matters.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova this 6 th day of November 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Linda Budge, Mayor
ATTEST:
________________________________
Stacy Leitner, CMC
City Clerk

ITEM 19.2. ATTACHMENT 1

EXHIBIT "A"

PROCEDURES FOR THE CONDUCT OF A

PROTEST HEARING AND VOTE RELATING TO A PROPOSED
INCREASE TO THE STORMWATER UTILITY FEE 1
The following Procedures have been adopted by the City Council of the City of Rancho Cordova for the purpose of conducting a protest hearing required by Article XIII D of the California Constitution for consideration of the proposed increase to the Stormwater Utility Fee 1 (the " Stormwater Utility Fee 1").

TABLE OF CONTENTS
A. Written Report Page 1
B. Notice of the Protest Hearing on the Proposed
Increase to the Stormwater Utility Fee 1 Page 1
C. Eligibility to File a Protest Page 2
D. Submission of Written Protests Page 3
E. Conduct of the Public Hearing; Determination of A Majority Protest Page 3 F. Conduct Property Owner Vote; Determination of a Majority Protest Page 4 A. Written Report
The City shall cause to be prepared a written report ("Written Report"), which shall contain a list of all parcels to which the proposed increase to the Stormwater Utility Fee 1 will apply (the "Identified Parcels") and the amount of the proposed increase for each Identified Parcel for Fiscal Year 2024-25.

The Written Report shall be placed on file in the office of the City Clerk prior to the mailing of the Notice of Public Hearing on the Proposed Stormwater Utility Fee 1 and shall remain available for public inspection.

B. Notice of the Protest Hearing on the Proposed Stormwater Utility Fee 1 Notice of the protest hearing on the proposed increase to the Stormwater Utility Fee 1 shall be sent, postage prepaid, by first class mail at least forty-five (45) days prior to the date set for the protest hearing to the Record Owner of each Identified Parcel. The forty-five (45) day requirement may be waived with the unanimous consent of the property owners.

ITEM 19.2. ATTACHMENT 1

"Record Owner" means the owner of an Identified Parcel whose name and address appears on the last Sacramento County equalized secured property tax assessment roll (the "Assessment Roll"), or in the case of any public entity, the State of California, or the United States, means the representative of that public entity at the address of that entity known to the City.

Notices shall be mailed to the Record Owners of the Identified Parcels, addressed to the names and addresses as they appear on the Assessment Roll, and, in the case of any public entity, the State of California, or the United States, addressed to the public entity at the address of that entity known to the City. In addition, notices shall be mailed to owners of the Identified Parcels, addressed to the names and addresses known to the City Clerk, if different than shown on the Assessment Roll.

Each mailed notice shall contain all of the following:
· A reference to filing of the Written Report;
· A reference to the proposed ordinance imposing the proposed increase to the Stormwater Utility Fee 1;
· The amount of the proposed increase to the Stormwater Utility Fee 1 to be imposed upon the Identified Parcel covered by the notice;
· The basis upon which the amount of the proposed increase to the Stormwater Utility Fee 1 was calculated;
· The reason for the proposed increase to the Stormwater Utility Fee 1; · The effect of a majority protest; and
· The date, time and location of a public hearing on the proposed increase to the Stormwater Utility Fee 1.

The City Clerk, or the designee of the City Clerk, may certify the proper mailing of notices by an affidavit, which shall constitute conclusive proof of mailing in the absence of fraud.

Failure of any person to receive notice shall not invalidate the proceedings.

Notice of the filing of the Written Report and the public hearing shall be published once a week for two successive weeks in the Grapevine Independent, with the first publication at least fourteen (14) days prior to the date of the public hearing, and with at least five (5) days intervening between the first and second publications.

C. Eligibility to File a Protest
The Assessment Roll shall be presumptive evidence of ownership of an Identified Parcel for protest purposes.

If the owner of any Identified Parcel is not shown on the Assessment Roll, such owner may file a protest for such parcel by filing with the City Clerk a proxy from the Record Owner in a form satisfactory to the City Attorney or evidence of ownership satisfactory to the City Attorney. Any such proxy or evidence must be received by the City Clerk prior to the conclusion of the public hearing.

ITEM 19.2. ATTACHMENT 1

When an Identified Parcel is held by a partnership, as community property, in joint tenancy, or as a tenancy in common, any partner, spouse, joint tenant, or tenant in common, as the case may be, may file a protest for such parcel.

An executor, administrator, or guardian may file a protest for an Identified Parcel on behalf of the estate it represents. If such representative is shown on the Assessment Roll as paying taxes and assessments levied against the parcel, that fact shall establish the right of such representative to file the protest. If such representative is not shown on the Assessment Roll, the representative must file with the City Clerk written documentation satisfactory to the City Attorney establishing the legal representation. Any such documentation must be filed with the City Clerk prior to the conclusion of the public hearing.

When an Identified Parcel is held by a corporation or unincorporated association, a protest may be filed by any person authorized in writing by the board of directors or trustees or other managing body thereof to take such actions. The corporation or unincorporated association must file with the City Clerk written authorization satisfactory to the City Attorney. Any such written authorization must be filed with the City Clerk prior to the conclusion of the public hearing.

D. Submission of Written Protests
Written protests may be mailed (via U.S. mail) to the City Clerk at City Hall or delivered in person to the City Clerk at City Hall or at the public hearing.

No protests delivered via e-mail will be counted for purposes of determining whether a majority protest exists, but the City Council may, in its discretion, consider such protests in making determinations regarding the Proposed Stormwater Utility Fee 1.

Each written protest must identify the property covered by the protest and be signed.

No protest received after the close of the public hearing shall be counted in determining the existence of a majority protest. The last pick up by the City Clerk of protests mailed or delivered to City Hall will occur at 4:30 p.m. on the date scheduled for the protest hearing. To ensure that protests which are mailed or delivered to City Hall are received by the City Clerk prior to the close of the protest hearing, such protests must be received by the City Clerk at City Hall prior to 4:30 p.m. on the date scheduled for the protest hearing. The City Clerk shall endorse on each written protest the date it is filed with the City. The City Clerk shall identify any protests which are received after the close of the protest hearing.

Written protests may be withdrawn in writing at any time before the conclusion of the protest hearing by the person who submitted the written protest.

For purposes of determining whether a majority protest exists, only one protest for each Identified Parcel will be counted.

All written protests shall be considered public records.

E. Conduct of the Protest Hearing; Determination of a Majority Protest

1. At the time, date and place fixed for the protest hearing, the City Council shall:
(i) Hear a staff presentation pertaining to the proposed increase to the Stormwater Utility Fee 1;

ITEM 19.2. ATTACHMENT 1

(ii) Hear all persons interested in the matter of the proposed increase to the Stormwater Utility Fee 1; and
(iii) Receive all written communications regarding the proposed increase to the Stormwater Utility Fee 1.

2. The protest hearing may be continued from time to time, as the City Council determines is necessary to complete its consideration of the proposed increase to the Stormwater Utility Fee 1.

3. If the City Council determines at the close of the protest hearing that written protests have been presented, and not withdrawn, by a majority of owners of the Identified Parcels (i.e., there is a majority protest), the proposed increase to the Stormwater Utility Fee 1 shall not be approved.

4. If the City Council determines at the close of the protest hearing that there is not a majority protest, the City Council may:
(i) Remedy and correct any clerical error in the Written Report or otherwise modify the Written Report; provided that any such modification or correction shall not result in an increase to the Stormwater Utility Fee 1 for any Identified Parcel which is greater than the amount shown in the notice of the protest hearing that was mailed to the Record Owner of the Identified Parcel; (ii) Confirm the Written Report, as originally filed or as amended in accordance with subparagraph (i), above;
(iii) Adopt an Ordinance amending Chapter 15.11 of the Municipal Code related to the Stormwater Utility Fee 1, subject to voter approval; and
(iv) Adopt a resolution calling for a property owner vote regarding the proposed increase to the Stormwater Utility Fee 1.

F. Conduct Property Owner Vote; Determination of a Majority Consent Pursuant to Government Code Section 53755.5(c), the proceedings described in this section shall not constitute an election or voting for purposes of Article II of the California Constitution or of the Elections Code.

An election on the proposed increase to the Stormwater Utility Fee 1 shall be sent, postage prepaid, by first class mail at least forty-five (45) days prior to the date set for the election to the Record Owner of each Identified Parcel. The forty-five (45) day requirement may be waived with the unanimous consent of the property owners.

Each mailed ballot shall contain all of the following:
• On the face of the envelope in which the notice of election and ballot are mailed, there shall appear in substantially the following form in no smaller than 16-point bold type:
“OFFICIAL BALLOT ENCLOSED.”
• The ballot shall include the agency’s address for return of the ballot, the date and location where the ballots will be tabulated, and a place where the person returning it may indicate his or her name, a reasonable identification of the parcel, and his or her support or opposition to the proposed fee. The ballots shall be tabulated in a location accessible to

ITEM 19.2. ATTACHMENT 1

the public. The ballot shall be in a form that conceals its content once it is sealed by the person submitting it. The ballot shall remain sealed until the ballot tabulation commences.

No ballot received after the time of the ballot tabulation shall be counted in determining the existence of majority consent. The last pick up by the City Clerk of ballots mailed or delivered to City Hall will occur at 5:00 p.m. on one (1) business day preceding the date scheduled for the election. To ensure that ballots which are mailed or delivered to City Hall are received by the City Clerk prior to the commencement of the ballot tabulation, such ballots must be received by the City Clerk at City Hall prior to 5:00 p.m. on one (1) business day preceding the date scheduled for the ballot tabulation. The City Clerk shall endorse on each ballot the date it is filed with the City. The City Clerk shall identify any ballots which are received after the commencement of the ballot tabulation.

An impartial person designated by the City who does not have a vested interest in the outcome of the proposed fee shall tabulate the ballots submitted in support of or opposition to the proposed fee. An impartial person includes, but is not limited to, the City Clerk. If the City uses City personnel for the ballot tabulation, or if the City contracts with a vendor for the ballot tabulation and the vendor or its affiliates participated in the research, design, engineering, public education, or promotion of the fee, the ballots shall be unsealed and tabulated in public view to permit all interested persons to meaningfully monitor the accuracy of the tabulation process.

The ballot tabulation may be continued to a different time or different location accessible to the public, provided that the time and location are announced at the location at which the tabulation commenced and posted by the City in a location accessible to the public. The impartial person may use technological methods to tabulate the ballots, including, but not limited to, punch card or optically readable (bar-coded) ballots. During and after the tabulation, the ballots and, if applicable, the information used to determine the weight of each ballot, shall be treated as public records, subject to public disclosure and made available for inspection by any interested person.

The ballots shall be preserved for a minimum of two years, after which they may be destroyed.

Majority approval of the Record Owners shall exist if the number of valid ballots in favor of the fee exceeds the number of valid ballots in opposition to the fee.

At the time, date and place fixed for the ballot tabulation, the City Council shall direct the City Clerk to commence the ballot tabulation.

If there is no majority approval, the Stormwater Utility Fee 1 shall not be imposed.

If majority approval exists, the City Council may impose the increase to the Stormwater Utility Fee 1 pursuant to the Ordinance.

STORM DRAIN
RATE ANALYSIS
REPORT
(STORMWATER UTILITY FEE 1)
CITY OF RANCHO CORDOVA
September 2023
ITEM 19.2.

ATTACHMENT 2

TABLE OF CONTENTS

1. Introduc
tion .................................................................................................................................................................... 1

2. Background information ................................................................................................................................................. 2

3. Services funded  .............................................................................................................................................................. 5

4. Proposition 218 Requirements ....................................................................................................................................... 6

5. Rate Structure Analysis ................................................................................................................................................... 7

6. Cost Estimate ................................................................................................................................................................ 10

7. Fee Calculations ............................................................................................................................................................ 14 Exhibit A  DRAINAGE DISTRICT BOUNDARIES
Exhibit B  RU
NOFF COEFFICIENT
ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 1
Storm Drain Rate Analysis Report (SWU Fee 1)

1. INTRODUCTION
The Stormwater Utility Fee 1 (“SWU 1”) was established by Sacramento County in 1995 to cover the cost for the maintenance and improvements of the City of Rancho Cordova’s storm drainage management system. In 2014, the City took ownership of the system from Sacramento County, and is now responsible for the operation and maintenance of the system. The
SWU 1 did not include an annual cost escalator to keep up with the rate of maintenance and repairs, and as a consequence, the SWU 1 fee revenue is not adequate to support the City’s stormwater enterprise. In addition, inadequate revenues generated by the current SWU 1 fee have necessitated the deferral of capital improvements to the storm
drain system.  In order to continue to provide stormwater management services, the City of Rancho Cordova (City) is updating the Stormwater Utility Fee 1 to provide adequate funding for maintenance and capital improvements of stormwater infrastructure.

These fees would be levied per the California Health and Safety Co de Section 5470 et seq. The City will use the
Stormwater Utility Fee 1 to fund the operation and maintenance of the facilities needed to provide the appropriate facilities and control measures for Stormwater quality control.

The purpose of this Rate Analysis Report is to:
 Identify the improvements and maintenance that needs to be funded.  Review the requirements of Article XIIID of the State Constitution (Proposition 218), the Proposition 218 Omnibus Implementation Act (Government Code  Section  53750 et. Seq.), and Health  & Safety Code Section  5470  et.  Seq.  relating  to  requirements  for  apportioning  the  co sts  associated  with  the  City’s stormwater runoff system.
 Analyze and recommend an appropriate rate structure and provide estimated rates based on cost data information provided by the City.

Note:  The   City’s  Enhanced  Stormwater  Utility  Fee  2  (“Enhanced  SWU  2”)  is  not  impacted  by  this  update.

Enhanced  SWU  2  fees  address  th
e  additional  costs  to  the  City  for  maintaining  low  impact  design  (LID) improvements.  If  a  developer  wishes  to  place  their  LID  improvements  in  public  right‐of‐way  that  will  be maintained by the City, that development will be conditioned to provide an adequate funding mechanism to cover the annual cost of the LID improvem
ent including, but not limited to, annexing into the City’s Enhanced Stormwater Utility Fee 2 district.  If the development has private LID improvements, they may annex into the City’s SWU 1 or provide a City‐approved alternate funding source.

Exhibit A includes a map of the City’s Drainage District Boundaries.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 2
Storm Drain Rate Analysis Report (SWU Fee 1)

2. BACKGROUND INFORMATION
The  Stormwater  Utility  Fee  1  (“SWU  1”)  was  established  in  1995  as  an  initiative  dedicated  to  managing stormwater effectively within Sacramento County. Notably, SWU 1 operates as an enterprise fund, ensuring its revenues  and  expenditures  are  segregated  into  a  specific  fund,  exclusively  designated  for  the  stormwater program. It’s important to note there is no inflator or annual adjustment mechanism in place, which means the funding levels remain constant without periodic increases .

In accordance with the Federal Clean Water Act of 1972, the United States Environmental Protection Agency (EPA) is required to establish regulations setting forth National Pollution Discharge Elimination System (NPDES) permit standards.  The enactment of 1987 amendments to the Federal Clean Water  Act (Act) of 1972 imposes permit requirements for discharge of storm waters.  The  Act allows the EPA to delegate its NPDES permitting authority to states with an approved environmental regulatory program.  The State of California is one of the delegated states.

The responsibility for implementing various NPDES permits in the State of Calif ornia has been delegated to the
State  Water  Resources  Control  Board  (SWRCB).    The  SWRCB  administers  NPDES  authority  through  its  nine Regional  Boards.  As  an  NPDES  permittee,  the  City  is  required  to  prevent  or  minimize  stormwater  pollution within  its  jurisdiction.  This  includes  overseein g  the  maintenance  and  operations  of  the  City’s  extensive stormwater assets encompassing 6 pump stations, 6 regional detention basins, 254 miles of drainage pipes, 7,7740 drainage inlets, and 4,370 manholes. Additionally, it includes managing 70 acres of creek channels and tributaries.  Duties  also  entail  coordinating  routine  maintenance  and  emergency  response  activities  while prioritizing and  addressing
customer  service requests.  Furthermore,  the  role  necessitates  collaboration  with regulatory agencies, notably the Department of Fish & Wildlife, to secure all required permitting.

In order to provide for the safety of City residents and protect property in the City from the damage associated with flooding and to mee
t the requirements of the NPDES permit, it is necessary to design, construct, operate, maintain, improve and replace storm drainage facilities which collect storm and surface water runoff and convey and  treat  such  runoff  in  a  safe  manner  to  an  acceptable  point  of  discharge.  It  is  also  necessary  to  inspect, monitor, and take enforcem
ent action related to illegal dumping, and illicit discharges.  In order to properly fund such facilities and activities, the City has determined that it is necessary to impose on all developing properties in Rancho Cordova a user charge for storm drainage service.

Based on the City’s General Plan and current specific plan areas, Rancho Cordova  is expected to develop as shown in Table 1 below.

ITEM 19.2.

ATTACHMENT 2

City of Ranc
ho Cordova  Page 3
Storm Drain Rate Analysis Report (SWU Fee 1)
TABLE 1 LAND USE
Land Use / Zoning Description Total Acres Total Units
Residential:

Low Density Residential (LDR) Single Family (2.1-6.0 DU/AC) 2,635 13,156 Medium Density (6.1-12 DU/AC) 322 2,524
Medium Density Residential (MDR) Medium Density (6.1-18.0 DU/AC) 1,852 13,231 Medium Density (14.0-29.9 DU/AC) 60 885
High Density Residential (HDR) High Density (18.1-40.0 DU/AC) 192 4,372 High Density (30+ DU/AC) 30 825
Residential Total 5,090 34,993
Non-Residential:

VC Village Commercial 202
LTC Local Town Center 134
RTC Regional Town Center 172
BP Business Park 158
MP Industrial Park 283
Education:

HS/MS High School/Middle School 356
MS Middle School 20
ES Elementary School 102
Open Space & Public:

CP Community Park 313
P/QP Public/Quasi Public 37
NP Neighborhood Park 194
SWD Storm Water Detention 1 86
WP Wetland Preserve 745
DP Drainage Parkway 270
PR Private Recreation 63
OS Open Space 168
OS/P Open Space/Preserve 279
LC Landscape Corridors 123
GB Green Belts 54
ROW Right-of-way 59 6
BR/WP Reservoir / Wetland Preserve 528
S Sewer Lift Station / Utility Substation 14
Vacant (unknown dev plan) 595
Total Non-residential 5,590
Total Residential & Non-Res 10,680
ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 4
Storm Drain Rate Analysis Report (SWU Fee 1)

This  development  is  expected  to  require  significant  stormwater  drainage  and  flood  control  facilities.  Based  on  the development area and improvements that were required in recent developments within the City of Rancho Cordova, Table 2 summarizes the improvements that are expected once development is complete.

TABLE 2 EXPECTED IMPROVEMENTS

Infrastructure Type Quantity
Inlets 6,400 LF
Manholes 4,460 LF
66" Pipe 3,950 LF
60" Pipe 10,280 LF
54" Pipe 11,140 LF
48" Pipe 10,210 LF
42" Pipe 28,620 LF
36" Pipe 42,420 LF
30" Pipe 51,050 LF
27" Pipe 540 LF
24" Pipe 91,960 LF
21" Pipe 2,230 LF
18" Pipe 100,300 LF
15" Pipe 101,300 LF
12" Pipe 529,890 0
10" Pipe 4,170 0
Creeks and Channels 80 AC
Basins 320 AC

Source:   Rate Analysis Report for the Stormwater Utility Fee For the City of Rancho Cordova, August, 2014, prepared by Harris and Associates.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 5
Storm Drain Rate Analysis Report (SWU Fee 1)

3. SERVICES FUNDED
Expenditures from the revenue generated from the Stormwater Utility Fee are intended to comply with the requirements set forth in the NPDES permit. The activities and services funded by this fee include, but are not limited to:

1. Oversee  all  aspects  of  the  City’s  stormwater  assets,  including  routine  Operation  and  Maintenance,  repairs, stormwater response, and weed abatement.

2. Respond to and invest
igate incidents of illicit discharges and illegal connections to the storm drain system.

3. Periodically inspect facilities for proper handling of materials, chemicals, pollutants, garbage, waste, and debris and prevent any discharges to the storm drain system.

4. Regularly clean and maintain catch basi ns, the flowline, and storm drainage facilities.

5. Installation and maintenance of water quality devices required to keep pollutants out of the storm drain system.

6. Discourage illegal  dumping or discharge of pollutants into the storm drain system  by stenciling all City‐owned catch basins with a "No Dumping" message.

7. Augme
nt public education and outreach programs in regards to the proper use and function of the storm drainage system and the receiving waters.

8. Develop  programs  to  promote,  publicize,  and  facilitate  public  reporting  of  illicit  discharges  to  the  storm  drain system.

9. Encourage  the  proper  disposal  of  household  hazardous  waste  (HHW)  to  pre vent  the  improper  disposal  to  the storm drain system or to the sewer system.

10. Discourage the improper disposal of litter, garden clippings, leaves, and pet waste into the street or the storm drain system.

11. Capital replacement of storm drainage, flood control improvements and bioretention improvements at the end of the expected useful life for
such improvements.

12. Administration  and  oversight  of  the  requirements  set  forth  in  the  NPDES  permit  to  City  departments, developments, and local agencies.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 6
Storm Drain Rate Analysis Report (SWU Fee 1)

4. PROPOSITION 218 REQUIREMENTS
This fee must comply with the provisions of Article XIIID of the California Constitution (Proposition 218). Section

6.b of Proposition 218 has the following requirements for all “new, extended, imposed or increased” fees and charges:

1. “Revenues derived from the fee or charge shall not exceed the funds required to provide the property‐ related service.”

2. “Revenu
es derived from the fee or charge shall not be used for any purpose other than that for which the fee or charge was imposed.”

3. “The amount of a fee or charge imposed upon any parcel or person as an incident of property ownership shall not exceed the proportion
al cost of the service attributable to the parcel.”

4. “No fee or charge may be imposed for a service unless that service is actually used by, or immediately available to, the owner of the property in question.  Fees or charges based on potential or future use of service are not permitted.  Standby charges,
whether characterized as charges or assessments, shall be classified as assessments and shall not be imposed without compliance with [the assessment section of this code].”

5. “No fee or charge may be imposed for general governmental services including, but not limited to, police, fire, ambulance or library services where the service is available to the public at large substantially the same manner as it is to property owners.”

There have been a number of court cases related to property‐related fees in the last few years; however, they have focused on water rates or groundwater charges.  The only substantive part of these cases that related to storm water fees is the requirement that the fees be based on the cost of service, that they must be proport ional to the service received, and that ballots are not secret ballots.  The City’s current rate structure complies with this requirement as does the new fee methodology recommended in this report.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 7
Storm Drain Rate Analysis Report (SWU Fee 1)

5. RATE STRUCTURE ANALYSIS

Section 6.b of Article XIIID of the State Constitution (Proposition 218) states that:

“The amount of a fee or charge imposed upon any parcel or person as an incident of property ownership shall not exceed the proportional cost of the service attributable to the parcel.” and
“No fee or charge may be imposed for a service unless that service is actually us ed by, or immediately available to, the owner of the property in question.”

By definition, all properties that shed stormwater into the City’s stormwater drainage system use, or are served by, the City’s stormwater drainage system. The amount of use attributed to each parcel is meas urable by the amount of storm runoff contributed by the property, which is directly proportional to the amount of impervious area on a parcel (such  as  buildings  and  concrete).  The  more  impervious  area  on  a  property,  the  more  storm  runoff  the  property generates, the more demand plac ed on the storm drain system.

The amount each parcel uses the stormwater drainage system is computed by the following formula:
(Parcel Area) x (Impervious Percentage) = Drainage Units The  typical  percent  impervious  (%  Impervious)  for  land  uses  in  the  City,  have  been  applied  for  the  purposes of estimating the runoff generated  by each property. These are shown in Appendix B.

The more Drainage Units a parcel has, the more storm run‐off it generates, and the more it uses and impacts the stormwater drainage system.

It is standard practice to relate other land uses to a developed single family residential  (SFR) parcel, instead of working exclusively with drainage units. The median size of a SFR parcel will be approximately 0.16 acre. Therefore, it makes sense to relate all parcels to this median residential property. The runoff from a 0.16‐acre SFR parcel is set equal to one Drainage Measurement Unit (DMU)  and this base DMU is calculated as follows:

(0.16 acres of area) x 50% = 0.0800 Impervious Area = 1 DMU

Residential Parcels
The City of Rancho Cordova General Plan Residential categories include Estate Residential (0.51 to 2.0 dwelling units per acre), Low Density Residential (2.1 to 6.0 dwelling units per acre), Medium Density Residential (6.1 to 18.0 dwelling units per acre) and High Density Residential (18.1 to 14.0 dwelling units per acre).

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 8
Storm Drain Rate Analysis Report (SWU Fee 1)

Estate and Low Density Residential Parcels
As  a  residential  property  increases  in  size  over  the  median  parcel  size,  the  typical  percentage  of  impervious  area decreases, as shown in Exhibit B. Conversely, as a residential parcel decreases in size below the median parcel size, the typical percentage of impervious area increases, and such increase is typically proportional to the decrease in size.   For purposes of this analysis, Estate Residential is combined with Low Density Residential, and are separated into five (5) groups.  The median parcel area for each group was used and their DMUs are calculated as follows:

Estate & Low Density Residential  Category DMU/ Formula LDR1 – Parcels 0.166 acres or less       1.000  DMU
LDR2 – Parcels greater than 0.167 but less than or equal to 0.250 acres  1.100 DMUs LDR3 – Parcels greater than 0.250 but less than or equal to 0.333 acres   1.175 DMUs LDR4 – Parcels greater than 0.333 but less than or equal to 0.500 acres   1.250  DMUs LDR5 – Parcels greater than 0.500 acres            1.250  + [(acres – 0.50) x 5%] = DMUs

0.0800
Medium Density Residential Parcels
Per the City’s Land Use Policy, Medium Density Residential parcels may contain 6.1 to 18.0 dwelling units per acre, and  may  contain  single  family  residential  and/or  multi‐family  residential  development.  Typical  percentage  of impervious area is estimated as 70% of the parcel size. DMUs for Medium Density Residential parcels is calculated as follows:

Residentia
l Category   Density     % Impervious
Medium Density  10 – 18 DU/Ac  70%

Acreage x 70% Impervious = DMUs

0.0800

High Density Residential Parcels
Per the City’s Land Use Policy, High Density Residential parcels may contain 18.1 to 40.0 dwelling units per acre, and typically contain multi‐family residential development. Typical percentage of impervious area is estimated as 75% of the parcel size. DMUs for High Density Residential parcels is calculated as follows:

Residential Category   Densit
y     % Impervious
High Density  Greater than 18 DU/Ac  75%

Acreage x % Impervious = DMUs

0.0800

Condominium unit parcel areas are calculated by dividing the total area of the condominium complex (which includes the  common  area)  by  the  number  of  condominium  units,  and  the  total  imperviousness  of  the  entire  complex  is attributed to each individual condo parcel in the complex. (This divides the runoff of the entire complex to each of the individual un
its.) Because these condominium common areas are taken into consideration in this manner, they are exempt from the charge.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 9
Storm Drain Rate Analysis Report (SWU Fee 1)

Non‐Residential Parcels
All non‐residential parcel DMUs will be based on the impervious area (runoff coefficient) table shown in Exhibit B, using the following formula:

Acreage x %Impervious = DMUs

0.0800

SUMMARY
Based  on  the  information  available,  all  parcels  draining  into  Rancho  Cordova  Stormwater  Utility  Fee‐maintained drainage  infrastructure  are  proposed  to  be  charged  the  same  user  fee  rate  per  DMU  for  stormwater  management services. The Rancho Cordova Stormwater Utility Fee is proposed in perpetuity.

For the purposes of this report, City‐maintained drainage infrastructure includes streets, basins, pipes, inlets, outlets, and natural drainage courses and bioretention areas. Parcels used for or related to stormwater management and right of way that  contain  City  maintained  drainage  infrastructure  are  exempt  from  the  runoff  charge,  as  they  are  part  of  the infrastructure
being funded. Also exempt from the runoff charge is Caltrans right‐of‐way, because Caltrans handles its own runoff under a separate NPDES permit.

Drainage units may be adjusted based on appeal from the property owner. See the Appeals Process below.

Table 3, below, provides a preliminary summary of DMUs for the var ious land uses in Rancho Cordova.

TABLE 3 DRAINAGE MEASUREMENT UNIT SUMMARY

Land Use Description Total  Area (Acres) Number  of Units Drainage  Measurement per Unit Impervious  Area (Acre) DM  Units Residential
LDR1 parcels 0.166 acres or Less 1,205.70                  9,442                     1.000 ‐‐ 9,442.00 LDR2 parcels 0.167 ‐ 0.250 acres 1,425.28                 7,448                     1.100 ‐‐ 8,192.80 LDR3 parcels 0.251 ‐ 0.330 acres 165.22                    591                        1.175 ‐‐ 694.42 LDR4 parcels 0.331 ‐ 0.500 acres 43.00                       114                        1.250 ‐‐ 142.50 LDR5 parcels greater than 0.500 acres 1,301. 85                 ‐‐ 1.250 + (Acres‐0.50 x 5%)/0.0800 ‐‐ 1,102.17 Medium Density Residential 10 ‐ 18 DU/AC 49.90                       ‐‐ acreage x 70% / 0.08 34.93                                 393.32 High Density Residential  Greater than 18 D 119.36                    ‐‐ acreage x 75% / 0.08 89.52                                 1,053.16 Residential Total 4,310.32                  124.45                               21,020.38 Non‐Residential
Office 1,229.24                  ‐‐ 75% 921.93                               11,531.17 Commercial 598.21                     ‐‐ 70% 418.75                               5,234.32 Industrial 1,007.43                  ‐‐ 80% 805.94                               9,900.31 Private Recreation 25.11                        ‐‐ 25% 6.28                                   78.48 Parks/Greenbelts 2,099.27                  ‐‐ 25% 524.82                               6,568.16 Public/Quasi Public 265.81                     ‐‐ 25% 66.45                                 2,566.48 Non‐Residential Total 5,225.08                  2,744.17                           35,878.93 Total Residential and Non‐Residential 9,535.40                 2,868.63                           56,899.30 Notes

1. Total acres and total units based on Sacramento County Assessor's Parcel and Zoning data.

2. Impervious assumptions from City of Rancho Cordova Rate Analysis Report (Low Impact Development Stormwater Utility Fee), May 2022.

3. DM per unit assumptions from City's existing SWU I fee.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 10
Storm Drain Rate Analysis Report (SWU Fee 1)

6. COST ESTIMATE

Capital Improvement Projects
Stormwater is conveyed through the City through a storm drainage system consisting of over 250 miles of underground pipes,  20  miles  of  open  channels/creeks  and  six  pump  station.  In  2014,  the  City  took  ownership  of  the  system  from Sacramento  County,  and  is  now  responsible  for  the  operation  and  maintenance  of  the  system.  In  April  20 21,  a comprehensive master planning study of the system, the Stormwater Capital Improvement Program Master Plan (SCIPMP) was prepared by West Yost. The SCIPMP recommends improvement projects needed to address flooding and maintenance issues. Table 4 below summarizes the proposed flood control projects recommended in the SCIPMP and provides updated estimated costs for
the capital improvement projects. These costs are anticipated to be collected over a fifteen (15) year period, approximately $3,258,377.77 annually.

TABLE 4 ESTIMATED CAPITAL IMPROVEMENT PROJECTS COSTS

Project ID1 Priority Project  Description
Total Estimated
Cost2,3
Total Estimated Cost
(2023)4
ARD4‐1H i g h F o l s o m  Blvd Detention Basin and Sunrise Blvd Pipes Imp 3,072,000$          3,495,833$ CC‐1 High Mills  Tower Pump Station and DS Pipe System Impr 24,558,000$        27,946,184$ MC3‐2 High School  Property Detention Basin 3,132,000 $          3,564,111$ CC‐2H i g h D o n  Juan Drive Improvements 2,430,000 $          2,765,259$ MC3‐3M e d i u m S u n r i s e  Blvd and Recycle Road Pipe Impr 1,114,000 $          1,267,695$ MC3‐4 Medium Mechanical  Dr and Recycle Rd Pip e Impr 1,322,000$          1,504,392$ ART2‐1M e d i u m E l l e n w o o d Ave and Routier Rd Pipe Impr 1,032,000$          1,174,382$ MC3‐1M e d i u m W h i t e  Rock Rd Underground Storage 4,496,000$          5,116,298$ ARD4‐2L o w C o l o m a  Rd Pipe Impr 646,000$             735,126$ ART2‐2L o w B r a d s h a w  Rd Pipe Impr 590,000$             671,400$ MC1‐1L o w I n t e r n a t i o n a l  Dr at Data Dr Pipe Impr 558,000$             634,985$ 42,950,000$        48,875, 667$
1S o u r c e : Table 6‐1, Stormwater Capital Improvement Program Master Plan, April 2021 prepared  by West Yost 2D o e s not include land acquisition costs
3B a s e d on December 2020 Engineering News Record 20 Cities CCI of 11,626 4D e c e m b e r 2020 costs escalated to April 2023 ENR 20 Cities CCI of 13,230 ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 11
Storm Drain Rate Analysis Report (SWU Fee 1)

Infrastructure Maintenance Costs
Table 5 below shows the estimated costs for infrastructure maintenance.  These costs are estimated yearly, based on assumed frequency of maintenance activities, at approximately $3,327,896.51 annually.

TABLE 5 ESTIMATED INFRASTRUCTURE MAINTENANCE COSTS

Maintenance Item
Estimated
Quantity Unit Cost ($/unit)1 Total Cost/Year
Trunk Lines (larger than 24") ‐ TV Lines 220,284               LF 25 years 9.16$                          80,680.45$ Drainage Lines 10"‐24" Cleaning 573,695               LF 10 years 3.66$                          210,119.62$ Drainage Lines 10"‐24" TV 573,695               LF 25 years 9.16$                          210,119.62$ Creek and Channel Maintenance and Repair2 10,560                  LF 1 year 0.92 $                          9,669.17$ Pipe Repairs3 79,398                  LF 1 year 0.54 $                          42,812.23$ Creeks and Channels Mowing 97                           AC 1 year 8,342.51 $                 808,970.67$ Creeks and Channels Herbicides 97                           AC 1 year 829.16 $                     80,403.79$ Basin Maintenance4 1                            LS 1 year 317,329.06 $             317,329.06$ Rip Rap Inspection Annual Maintenance5 2,000                    Ton 1 year 14.24 $                       28,486.62$ Channel and Outfall Maintenance6 1                            LS 5 years 1,688,742.47 $         337,748.49$ Storm Drain Lift Stations7 1                            LS 3 year 500,000.00 $             166,666.67$ High Priority Maintenance Improvements 8 1                            LS 25 years 152,259.93 $             6,090.40$ Medium Priority Maintenance Improvements 8 1                            LS 25 years 375,870.38 $             15,034.82$ Low Priority Maintenance Improvements 8 1                            LS 25 years 23,094,122.31$       923,764.89$ Annual Infrastructure Maintenance Cost Estimate for SWU 1:  3,237,896.51$ Frequency
1 2A s s u m e 10.0% of frontage is maintained/repaired annually (emergency maintenance repairs). 3A s s u m e 10.0% of conveyance system is maintained/repaired annually (emergency maintenance/repairs). 4 5S e v e n (7) Outfalls with Rip Rap, and misc Rip Rap. 6 7
8P e r Stormwater Capital Improvement Program Master Plan , Final Report April 2021, Table 6‐7 Summary of Recommended  Maintenance Improvements , prepared by West
Yost Associates, based on December 2020 ENR 20 Cities CCI of 11,626, escalated to April 2023 ENR 20 Cities CCI of 13,230.

Maintenance costs based on Rate Analysis Report (Low Impact Development Stormwater Utility Fee) , May 2022, prepared by Harris & Associates, Table 4 Estimated Costs, escalated from May2022 ENR 20 Cities of 13004 to April 2023 ENR 20 Cities CCI of 13,230, unless otherwise noted.

Per Annual Maintenance Contract for Stormwater Facility Maintenance Services provided by City of Rancho Cordova, based on July 2021 ENR 20 Cities CCI of 12,238, escalated to April 2023 ENR 20 Cities CCI of 1 3,230.

Per Stormwater Capital Improvement Program Master Plan , Final Report April 2021, Table 3‐3 Recommended Maintenance Improvements For Channels and Outfalls and Estimated Cost, prepared  by West Yost Associates, based on December 2020 ENR 20 Cities CCI of 11,626, escalated to April 2023 ENR 20 Cities CCI of 13,230.

Per Annual Maintenance Contract for On‐call Stormwater Support Pump Station O&M Services and Infrastructure Maintenance Pump Station O&M Services, November 2022 to November 2025.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 12
Storm Drain Rate Analysis Report (SWU Fee 1)

Infrastructure Replace Costs
Table 6 below shows the estimated costs for infrastructure replacement.  Existing infrastructure was estimated from data extracted from the City’s OpenData GIS within SWU 1 boundary.  These costs are estimated yearly, based on assumed design life or frequency of replacement of the infrastructure, approximately $2,095,220.55 annually.

TABLE 6 ESTIMATED INFRASTRUCTURE REPLACEMENT COSTS

Infrastructure Item
Estimated
Quantity Unit Cost  ($/unit)1 Total Cost/Year
48 inch manhole 3,535                     EA 75 years 4,985.16 $               234,967.13$ 60 inch manhole 47                           EA 75 years 7,325.13 $               4,590.42$ 72 inch manhole 12                           EA 75 years 9,665.10 $               1,546.42$ 84 inch manhole 5                             EA 75 years 12,005.08 $            800.34$ 96 inch manhole 6                             EA 75 years 15,158.95 $            1,212.72$ Inlets 5,101                     EA 75 years 3,509.96 $               238,723.98$ Erosion Control Rip Rap (7 outfalls) 2,000                     TON 25 years 76.30 $                    6,104.28$ Misc. Concrete (outfall structures) 5                             EA 100 years 7,500.00 $               375.00$ Mis
c. Concrete (culverts) 5                            EA 100 years 7,500.00$               375.00$ Misc. Concrete  2,000                    CY 100 years 1,424.33$               28,486.62$ 10" mains 85,170                  EA 100 years 102.42$                  87,228.77$ 12" mains 181,202                EA 100 years 111.91$                  202,786.27$ 15" mains 90,459                  EA 100 years 132.26$                  119,640.44$ 18" mains 98,246                  EA 100 years 142.43$                  139,934.82$ 21" mains 38,636                  EA 100 years 152.61$                  58,961.20$ 24" mains 79,982                  EA 100 years 162.78$                  130,195.25$ 27" mains 19,347                  EA 100 years 203.48$                  39,366.47$ 30" mains 46,767                  EA 100 years 234.00$                  109,433. 49$ 33" mains 2,347                    EA 100 years 274.69$                  6,447.03$ 36" mains 45,867                  EA 100 years 295.04$                  135,325.99$ 42" mains 25,270                  EA 100 years 366.26$                  92,553.03$ 48" mains 26,845                  EA 100 years 427.30$                  114,708.50$ 54" mains 19,335                  EA 100 years 529.04$                  102,289.35$ 60" mains 16,848                  EA 100 years 529.04$                  89,132.19$ 66" mains 7,752                    EA 100 years 529.04$                  41,010.97$ 72" mains 7,283                    EA 100 years 595.85$                  43,395.76$ 78" mains 1,521                    EA 100 years 595.85$                  9,062.88$ 84" mains 1,102                    EA 100 years 595.85$                  6,566.27$ Storm Drain Lift Stations 5                            EA 75 years 750,000.00$          50,000.00$ Annual Infrastructure Replacement Cost Estimate for SWU 1:  2,095,220.55$ Frequency
1 2T h e following infrastructure has been excluded from the Maintenance and Replacement cost estimates:

Privately owned infrastructure
Developer owned infrastructure
State owned infrastructure
County owned infrastructure
Segments less than 10‐inches in diameter
Segments with no diameter provided
3S D M H s with no size provided are assumed to be 48‐in SDMHs Replacement costs based on Rate Analysis Repo rt (Low Impact Development Stormwater Utility Fee) , May 2022, prepared by Harris & Associates, Table 4 Estimated Costs, escalated from May2022 ENR 20 Cities of 13004 to April 2023 ENR 20 Cities CCI of 13,230, unless otherwise noted.

ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 13
Storm Drain Rate Analysis Report (SWU Fee 1)

Total Costs
An annual County administration fee of $0.30 per parcel is included in the program.  An operating reserve equal to 10% of Operation and Maintenance costs is included, to provide the City with the means to address unexpected events and large unbudgeted expenses. The total costs, including annual administration fees and operating reserve are presented in Table 7 below.

TABLE 7 ESTIMATED TOTAL COSTS

Annual Escalator
An annual escalator is included to provide the City with the means to address continuing inflation and rising costs of goods and services. The storm drain utility fee shall be adjusted annually based on the increase in the Consumer Price Index, from December to December, during the preceding year, for All Urban Consumers All Items, for the San Francisco‐Oakland‐San Jose areas as published by the United States Department of Labor, Bureau of Labor Statistics.

Should this index become unavailable, another comparable index shall be determined by Director of Public Works and approved by the City Council. The proposed annual escalator is consistent with the annual escalator that was incorporated with the City’s Enhanced SWU II fee.

Capital Improvement Projects in SWU 1 (15‐years) 3,258,377.77 $ Annual Infrastructure Maintenance Cost Estimate for SWU 1 3,237,896.51$ Annual Infrastructure Replacement Cost Estimate for SWU 1 2,095,220.55$ Total Annual CIP/Maintenance/Replacement Cost 8,591,494.84$ Annual Fee Administration ($0.30 per parcel) 5,991.60$
Operating Reserve (10% of Maintenance Costs) 323,789.65$ Estimated Total  8,921,276.09$
ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 14
Storm Drain Rate Analysis Report (SWU Fee 1)

7. FEE CALCULATIONS

The estimated annual costs for the proposed storm drain improvements are $8,921,276.09 as shown in Table 7 above.

Dividing that by the total number of proposed DMU’s in Rancho Cordova (56,899.30), the maximum estimated annual Stormwater Utility Fee rate is $156.79 per DMU for the 2024‐25 fiscal year. The maximum rate will be increased each subsequen
t Fiscal Year by the annual change in the Consumer Price Index (CPI) from December to December, during the preceding year, for All Urban Consumers, for the San Francisco‐Oakland‐San Jose areas, published by the United States Department of Labor, Bureau of Labor Statistics (or a reasonably equivalent index should the stated index be discontinued, as determined by the Director of Public Works).

The actual rate to be levied each year will be as approved by the City at a public hearing, after they consider an Annual Fee Report outlining the estimated annual costs of the program for the ensuing fiscal year.

Table 8 provides existing a
nnual fee and proposed sample fee calculations for various land uses and parcel sizes.

TABLE 8 SAMPLE CALCULATIONS

The Preliminary Charge Roll, which is a listing of each parcel to be charged a fee and its proposed maximum fee for FY 2024‐25, will be on file in the office of the City Clerk at a future date.

Land Use Description
Total Area
(Acres)
Impervious
Area
(Acre) DMUs
Existing
Annual
Fee
Sample
Annual
Fee
LDR1 parcels 0.167 acres or Less 0.16          ‐‐ 1.000 $70.09 $156.79 LDR2 parcels greater than 0.167 but less than or equal to 0.250 acres 0.22          ‐‐ 1.100 $77.10 $172.47 LDR3 parcels greater than 0.250 but less than or equal to 0.333 acres 0.30          ‐‐ 1.175 $82.36 $184.23 LDR4 parcels greater than 0.333 but less than or e qual to 0.500 acres 0.40          ‐‐ 1.250 $87.61 $195.99 LDR5 parcels greater than 0.500 acres 1.00          ‐‐ 1.563 $109.52 $244.98 Medium Density Residential 10 ‐ 18 DU/AC 5.00          3.75             43.750 $3,066.44 $6,859.50 High Density Residential  Greater than 18 DU/AC 5.00          3.75             46.875 $3,285.47 $7,349.47 Office 1.00          0.75             9.375 $657.09 $1,469.89 Commercial 1.00          0.70             8.750 $613.29 $1,371.90 Industrial 1.00          0.80             10.000 $700.90 $1,567.89 Private Recreation 1.00          0.25             3.125 $219.03 $489.96 Parks/Greenbelts 2.00          0.25             6.250 $438.06 $979.93 Public/Quasi Public 2.00          0.25             6.250 $438.06 $979.93 ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Page 15
Storm Drain Rate Analysis Report (SWU Fee 1)

Appeals Process
If  a  property  owner  disagrees  with  the  calculation  of  his  or  her  fee,  based  on  the  parcel  area  and  estimated impervious percentage assigned to the property, then the property owner may appeal the calculation as follows:

1. Property  owner  must  provide  written  documentation  explaining  the  reason  why  the  charge  should  be changed. This documentation must include:
a. The name, phone number, mailing address, and email address, if available, of the property owner. b. The Assessor’s Parcel Number (APN) of the property in question.

2. If additional documentation is required or insufficient documentation was submitted, a representative of the Department of Public Works (Staff) will notify the property owner in writing.

3. Once Staff has determined that sufficient documentation has been submitted, Staff will perform the initial review.

Staff will notify the property owner in writing within four (4) weeks from the time sufficient documentation was submitted as to whether or not the fee amount will be changed. a. If the determination is to change the fee amount, then the new fee amount will be documented within the City’s fee database.
b. If the determination is that the fee should not be changed, the property owner can appeal Staff’s decision to the Director of Public Works. The appeal must be made in writing and returned no later than four (4) weeks from the date of mailing of Staff’s initial review decision.  The Director of Public Works will notify the property owner
in writing within four (4) weeks from the date of receipt of the appeal as to whether or not the fee amount will be changed.

If the owner of any parcel shall have reason to feel that the computation of the DMU for his/her parcel is not correct, that person may file an appeal with the Director of Publ ic Works in the manner prescribed by the
Director of Public Works. The Director of Public Works will consider all data provided by the appellant and shall render a decision in writing. The decision of the Director of Public Works will be final with respect to City action on th
e appeal.

Appeals will be accepted annually up until June 30 for inclusion on the following fiscal year’s property tax roll submittal.

However, if an appeal is granted by Staff or the Director of Public Works that does not permit inclusion for  the following fiscal year’s property tax roll submittal, a reimbursement will be provided to the property owner by the City.

Respectfully submitted:

Tamorah Bryant, PE
R.C.E No. C67205
Engineer of Work
ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova    Exhibit A
Storm Drain Rate Analysis Report (SWU Fee 1)

EXHIBIT A
ITEM 19.2.

ATTACHMENT 2

City of Rancho Cordova  Exhibit B
Storm Drain Rate Analysis Report (SWU Fee 1)
EXHIBIT B
Estimated Percent Impervious Based on Land Use
Land Use  Impervious1
Low Density Residential less than 0.167 acres  50%
Low Density Residential greater than 0.167 but less than or equal to 0.250 acres  40% Low Density Residential greater than 0.250 acres but less than or equal to 0.333 acres  30% Low Density Residential greater than 0.333 acres but less than or equal to 0.500 acres  25% Low Density Residential greater than 0.500 acres (excluding the first 0.500 acres)  5% Medium Density
Residential   70%
High Density Residential (including Apartments and Mobile Home Parks)  75% Condominiums  70%
Commercial Downtown Areas2  80%
Commercial Neighborhood Areas  70%
Industrial  80%
Schools  50%
Parks  25%
Greenbelts  10%
Footnotes:
1  Estimated impervious percentages are consistent with the Rancho Cordova Rate Analysis Report (Low Impact Development Stormwater Utility Fee), May 2022, and the Rancho Cordova Storm Drainage Impact Fee Program, July 2020, with the exception of Commercial and Industrial impervious percentages, which were modified in the Impact Fee Program to account for Low Impact Development fixtures and Hydromodification Man
agement Plan Requirements placed on new development.
2  City of Rancho Cordova Municipal Code Chapter 15.

Sources:

1. Yolo County City/County Drainage Manual, February 2010.

2. Stormwater Quality Design Manual for the Sacramento and South Placer Regions, May 2007.

ITEM 19.2.

ATTACHMENT 2

Am er ican River
Folsom
SouthCanal
·|}þ16

FOLSOM BLVD

DOUGLAS RD

KILGORE
RD

ROUTIER RD

RANCHO CORDOVA PKWY

BRADSHAW RD

COLOMA RD

WHITE ROCK RD

KIEFER BLVD

OLD PLACERVILLE
RD

INTERNATIONAL DR

ZINFANDEL DR

ZINFANDEL DR

SUNRISE BLVD

SUNRISE
B
LVD

MATHERFIELDRD

GRANT LINE ROADJACKSON HWY

HAZEL AVE
£¤50

MATHER AIRPORTMATHER AIRPORT
Drainage District BoundariesDrainage District Boundaries Existing Stormwater Utility (SWU1)Existing Stormwater Utility (SWU1) New Stormwater Utility (SWU2)New Stormwater Utility (SWU2) Future Stormwater Fee District (Future SWU2)Future Stormwater Fee District (Future SWU2) City of Rancho Cordova
X:\GIS_Staff\PROJECTS\PUBLIC_WORKS\WATER_RESOURCES\RC_DRAINAGE_DISTRICT.mxd | 1/19/2023 0 0.5 1 Mile
´
City of Rancho CordovaCity of Rancho CordovaCity of Rancho Cordova ITEM 19.2.

ATTACHMENT 3

2729 Prospect Park Drive | Rancho Cordova, CA 95670 | 916.851.8700 | CityofRanchoCordova.org ITEM 19.2. ATTACHMENT 4
November __, 2023
Dear City of Rancho Cordova Residential Stormwater Utility 1 Fee (“SWU 1”) Customer:

Notice of Protest Hearing on December 18, 2023, at 5:30 p.m.

Proposed Fee Increases for City of Rancho Cordova Stormwater Utility 1 Fee (“SWU 1”) This notice contains information about proposed fee increases for City of Rancho Cordova Stormwater Utility 1 Fee (“SWU 1”) scheduled for July 1, 2024, with subsequent annual increases corresponding with the All-Urban Consumers All Items, for the San Francisco-Oakland-San Jose areas as published by the United States Department of Labor, Bureau of Labor Statistics. State law allows property owners and customers of record to protest proposed fee increases for some municipal services, including the maintenance and improvements of the stormwater system. The proposed fee increases may not be implemented if the majority of the affected property owners or customers of record submits a written protest. This letter contains instructions on filing a written protest.

Why are Stormwater Utility 1 Fee (“SWU 1”) proposed to increase? The City of Rancho Cordova created a Stormwater Utility Fee to cover the cost for the maintenance and improvements of the stormwater system. However, the SWU 1 fee revenue is not adequate to support the City’s stormwater enterprise and, as a result, the Ge neral Fund has had to contribute funds to cover the SWU 1 deficits. In addition, inadequate revenues generated by the current SWU 1 fee have necessitated the deferral of capital improvements to the storm drain system. In order to continue to provide stormwater management services, the City of Rancho Cordova is proposing an increase to the Stormwater Utility Fee to provide adequate funding for maintenance and capital improvements of stormwater infrastructure.

What are the proposed new fees?
The following table is a comparison of the proposed SWU 1 Fee to the existing SWU 1 Fee. For this analysis, a typical Single Family Residential (SFR) unit and a 40,000 square foot Commercial parcel were selected for comparison purposes. This is meant to be illustrative, not representative of all parcels. For non-residential land uses, the proposed fees will change with size and specific land use. The total estimated SWU 1 district costs, including annual administration fees and operating reserve will be $8,921,276.

2729 Prospect Park Drive | Rancho Cordova, CA 95670 | 916.851.8700 | CityofRanchoCordova.org

ITEM 19.2. ATTACHMENT 4

Existing SWU 1 Fee:

Unit Service Charge $0.001583 per square foot of impervious parcel area Administrative Charge $0.30 per parcel per month

Single Family Residential
(Typical)
$5.84
$70.09
monthly charge
annually

Multi-Family and Non-Residential
40,000 square foot - sample commercial/office parcel
$50.96
$611.47
monthly charge
annually

Proposed SWU 1 Fee:

Unit Service Charge $0.003740 per square foot of impervious area Administrative Charge $0.30 per parcel per month

Single Family Residential $13.07
$156.79
monthly charge
annually

Multi-Family and Non-Residential
40,000 square foot - sample commercial/office parcel
$119.98
$1,439.75
monthly charge
annually

2729 Prospect Park Drive | Rancho Cordova, CA 95670 | 916.851.8700 | CityofRanchoCordova.org ITEM 19.2. ATTACHMENT 4
Protest Hearing on Proposed Rate Increase
As required by State law, the Rancho Cordova City Council will conduct a protest hearing to receive public comment on the proposed fee increases on Monday, December 18, 2023, at 5:30 p.m. The location of the public hearing is the City Council Chambers in the Rancho Cordova City Hall located at 2729 Prospect Park Drive, Rancho Cordova, CA 95670 . Residential property owners and customers of record may appear in person or virtually at the protest hearing to comment on the proposed fee increases.

For any questions or comments regarding this rate increase process, please contact Dalia Fadl at 916-851-8718 or [email protected].

Instructions on Submitting a Written Protest to the Proposed Fee Increase A valid written protest must be submitted to the City Clerk to formally protest the proposed fee increases. Property owners or customers of record for SWU 1 may submit a written protest by mail or in-person to the City Clerk at 2729 Prospect Park Drive, Rancho Cordova, CA 95670. Protests must include the following information to be deemed valid:

1. A statement that the proposed fee increase is being protested.

2. Name of the property owner or customer of record submitting the protest.

3. The assessor’s parcel number and/or street address of the parcel submitting the protest.

4. Original wet signature, date, and printed name of the property owner or customer of record submitting the protest.

5. A statement by the named property owner or customer of record affirming the contents of the protest are true and correct.

Additional Instructions
• The following page contains a protest form that you may complete, sign, and return to the City Clerk.
• Protests submitted by email, fax, or photocopy do not count as written protests. • Only one written protest per identified parcel will be counted. • The City Clerk’s Office will tabulate the protests at the conclusion of the public hearing, and any member of the public may observe the tabulation.
• All protests are public records and will be retained by the City Clerk for a minimum of two years.

2729 Prospect Park Drive | Rancho Cordova, CA 95670 | 916.851.8700 | CityofRanchoCordova.org

ITEM 19.2. ATTACHMENT 4 Written Protest Form

You may complete, sign, and submit this form to protest the proposed SWU 1 increase scheduled for July 1, 2024, with subsequent annual increases corresponding with the All-Urban Consumers All Items, for the San Francisco-Oakland-San Jose areas as published by the United States Department of Labor, Bureau of Labor Statistics. Please either mail or hand-deliver this form to the following address:

Rate Protest / Office of the City Clerk
Rancho Cordova City Hall
2729 Prospect Park Drive
Rancho Cordova, CA 95670

This form must be received by the City Clerk at 2729 Prospect Park Drive, Rancho Cordova, CA 95670 prior to the close of the protest hearing, which begins at 5:30 p.m. on December 18, 2023 in the City Council Chambers at Rancho Cordova City Hall. Protests submitted by email, fax or photocopy do not count as formal written protests.

1. Your Name (please print legibly):

2. I am the:

Property Owner

3. Assessor’s Parcel Number and/or Street Address

4. I hereby protest the proposed July 1, 2024, fee increases. (Please initial)

5. By signing below, I certify that the contents of this protest are true and correct:

Original Wet Signature

Date

1 Stormwater Utility
Rate Assessment
November 6, 2023
ITEM 19.2.

ATTACHMENT 5

2 PRESENTATION

OVERVIEW
Background on completed steps and
funding needs.

Direct staff to move forward with the
proposed stormwater utility rate and
Proposition 218 process, to increase level of
service and address funding shortfall.

Next steps if the resolution is approved
2 ITEM 19.2.

ATTACHMENT 5

3 Background
Stormwater Utility I (SWUI)
• SWUI established in 1995
by Sacramento County.
• SWU is an enterprise
fund- revenues and
expenditures are
segregated into a fund.

Can only be used for
stormwater program.
• No inflator/annual
adjustment.
• MAP of SWUI & SWUII
3 ITEM 19.2.

ATTACHMENT 5

4 COMPLETED STEPS
▪ Staff presented to City Council in the May 23rd budget workshop and received direction to move forward with rate assessment.
▪ Staff worked with Harris & Associates to develop a rate analysis report and develop recommendations for a fee increase.
▪ Identified $8.9 million per year funding need. The current rate collects $3.5-$4 million per year, which leaves a shortfall of ~$5 million per year. ▪ Staff presented to City Council in the October 2nd meeting to discuss process and proposed rate assessment.

Outreach:
▪ Mailer to ~20,000 residents about the workshops.
▪ City held two public workshops. In person workshop on September 14th and a virtual workshop on September 19th.
▪ Slides and presentation recording posted on the website. ▪ Additional outreach at City pop-up events.
▪ October 5th Good Neighbor Day
4 ITEM 19.2.

ATTACHMENT 5

5 PURPOSE -

FUNDING NEEDS
• Safety improvements:
• Alleviate local flooding.
• Storm Response.
• Increasing Cost:
• Aging facilities- growing costs because of
deferred maintenance and repairs.
• Increased regulatory compliance requirements-
FEMA, State Water Board.
• Meeting Community Needs:
• Expedited response to resident complaints and
community needs.
• Need for robust outreach to community and
business owners.
• Need for capacity Improvements.
5 ITEM 19.2.

ATTACHMENT 5

6 RESULTS OF
NOT

INCREASING

THE FEE
• $50 Million in identified improvements
(masterplan) will grow.
• $70 Million in replacement cost will grow.
• Level of service will be impacted.
• Ability to react to extreme storm events/
atmospheric rivers will be impacted.
• Reactive program vs. long term planning.

Challenging for multi-year planning
• Reduces resources to comply with state
and federal regulations.

6 ITEM 19.2.

ATTACHMENT 5

7 Fee Development
• Fee Components:
• Annual operations and maintenance costs.
• Capital improvements cost for projects in the
masterplan.
• Administrative cost.
• Replacement cost- based on 75-100 yrs.

Frequency. Could see replacement cost sooner
based on facility conditions.
• Annual inflator.
• Fee does not include unforeseen/emergency
replacement cost: $70M based on facilities built
starting 1960s. 7
ITEM 19.2.

ATTACHMENT 5

8 Proposed Rate & Options
Stormwater Utility Rate SWUI (Current) SWUI
15-YR CIP
SWUI
25-YR CIP
SWUI
40-YR CIP
Annual $70.08 $156.79 $133.88 $121.00
Monthly $5.84 $13.07 $11.16 $10.08
% increase 0% 124% 91% 73%
Stormwater Utility Rate SWUI (Current) SWUI
15-YR CIP
SWUI
25-YR CIP
SWUI
40-YR CIP
Annual $613.29 $1,439.75 $1,229.41 $1,111.09
Monthly $51.11 $119.98 $102.45 $92.59
% increase 0% 135% 101% 82%
Single Family Residential
Commercial Rate Per Acre
Longer timeline means:
▪ It will take 25-40 years to
complete critical stormwater
infrastructure projects.
▪ More facilities will require
replacement/repair during
this time.
▪ Local flooding issues will
persist, impacting residents
and businesses.
▪ Adaptability to climate
change and extreme storm
events will be slow.

Implement over a 2-step process.

Ballot approval still required for full
amount.

ITEM 19.2.

ATTACHMENT 5

9 IF WE HAD AN INFLATOR ALL ALONG…
CA Department of Industrial Relations
9 ITEM 19.2.

ATTACHMENT 5

10 • RC SWU I Rate: $70.08
• RC SWU I Rate (proposed): $121.00-$156.79
• RC SWU II Rate: $150.42
• City of Citrus Heights: $70.08
• City of Davis Rate: $122.76
• City of Elk Grove: $246.84
• City of Folsom: General Fund
• City of Sacramento: $200
RATE COMPARISON – ANNUAL SFR
10 ITEM 19.2.

ATTACHMENT 5

STORMWATER UTILITY RATE INCREASE
Prop 218 Process Schedule
Public Outreach Council Meetings:
• Rate Study
• Set Protest Hearing
• Authorize mailing of
protest notices.

Council Meeting:
• Public Hearing
• Authorize mailing
of ballots.
• Publish 1st Notice of
Intent to Collect.
• Publish 2nd Notice
of Intent to Collect. ​
Council Meeting:
• Public Hearing
• Ballot Tabulation
Sept
2023
Oct
2023
Jan
2024
Feb
2024 Mar
2024
ITEM 19.2.

ATTACHMENT 5

12 • Recommended Fee Rate: $156.79
• Alternative: implement over a 2-step process. Ballot
approval still required for full amount.

• Other Rate Options:
• 25-YR CIP Rate: $133.88
• 40-YR CIP Rate: $121.00
• Above rates do not address full replacement cost.

Grants, alternative funding required to close gap.

Recommended Action
12 ITEM 19.2.

ATTACHMENT 5

13 ▪ Direct staff to move forward with the proposed stormwater utility rate and Proposition 218 process, to increase level of service and address funding shortfall.
▪ Decision whether to implement the rate will be voted on by the citizens. ▪ Adopt a Resolution designating a time and place for hearing protests in connection with the proposed Stormwater Utility 1 Fee increase- January 2nd. ▪ Authorize City Clerk’s office to give notice of the above-described protest hearing.
▪ Mail protest notices to property owners.
▪ Protest hearing- January 2nd.
▪ If majority protest is not received, authorize mailing of ballots. ▪ Mail ballots to property owners.
▪ Public Hearing- ballot tabulation March 2024. Must receive more than 50% approval vote of those that cast ballots to pass.
▪ If over 50% approval is received, Apply new rate- July 2024.

Next Steps
13 ITEM 19.2.

ATTACHMENT 5

14 Proposed
Motion
Adopt a Resolution designating a
time and place for hearing
protests in connection with the
proposed Stormwater Utility 1 Fee
increase (XX per SFR per year),
Proposition 218 process in
connection therewith, and taking
other required actions to
implement the fee increase.
14 ITEM 19.2.

ATTACHMENT 5

City Council Staff Report – Page 1 of 3
\

MEMORANDUM
ITEM 19.3.

DATE:November 6, 2023
TO:Honorable Mayor and Council Members
FROM:Kim Juran-Karageorgiou,
Administrative Services Director
SUBJECT: FISCAL YEAR 2022-23 PRELIMINARY YEAR-END FINANCIAL

REPORT AND A RESOLUTION AUTHORIZING BUDGET

AMENDMENT

RECOMMENDATION
Receive the Fiscal Year 2022-23 Preliminary Year-End Financial Report and adopt the proposed budget amendment Resolution.

RESULT OF RECOMMENDED ACTION
The Fiscal Year 2022-23 Preliminary Year-End Financial Report provides the City Council with the City's unaudited financial performance for the end of the most recent fiscal year. The proposed budget amendment will adjust the budget to account for revenues and expenditures that were not anticipated when the original budget was adopted.

BACKGROUND
The City Council approved Operating Budget serves as the annual plan and resource allocation that guides and ensures implementation of City Council policies and priorities. The budget implements the vision and direction for the range of services that meet the needs of the community.

The City’s General Fund, which is the main operating fund for the City, once again saw an operating surplus in Fiscal Year 2022-23. However, because the City made a significant investment in real property in the amount of $15 million utilizing General Fund reserves, the General Fund did experience an overall decline in fund balance at year-end. Overall, City revenues continued their upward trend with the General Fund once again obtaining an all-time high. General Fund operating expenditures (not including capital expenditures) ended the year right at the adopted budget; however, the $15 million property purchase was not anticipated when the budget was originally adopted and will require a budget amendment. The attached Fiscal Year 2022-23 Preliminary Year-End Financial Report (Attachment 1) provides the revenue and expenditure summary for the General Fund, the City’s primary operating fund. It is important to note that these numbers are preliminary and may change as the city completes the Fiscal Year 2022-23 audit process over the next month.

City Council Staff Report – Page 2 of 3
General Fund
Fiscal Year 2022-23 General Fund revenues ended the year just below $76 million, the highest level that General Fund revenues have reached and an 11% jump over the prior fiscal year.

This record revenue level was driven by the continuing high level of new growth in the City over the past fiscal year as well as a strong economy coupled with inflationary cost increases. This resulted in property tax surpassing the budget by $1.2 million, sales tax surpassing the budget by $1.8 Million, utility user tax coming in $700,000 over budget, and building permit revenues surpassing the budget by $1.75 million. In addition, FEMA reimbursements of COVID-19 expenditures, most notably the Great Plates program, also contributed to these higher than anticipated revenues with the final installment of $900,000 in one-time reimbursements being received. These higher than anticipated revenues were offset by a significant Fair Market Value (FMV) loss for the City’s investment portfolio of $3.8 million. It is important to note that the FMV adjustment is a Government Accounting Standards Board (GASB) accounting entry at fiscal year-end to show the value of the City’s investment portfolio as compared to market conditions and not an actual loss of cash. This is due to the fact that the City holds its investments to maturity and does not sell investments at a loss. However, during times in which interest rates rise rapidly, as has been the case this past fiscal year, the value of the City’s investments (held at lower interest rates) is devalued and results in a market value portfolio loss.

The 2022-23 General Fund operating expenditures ended the year at just under $67 million, which is in line with the Fiscal Year 2022-23 expenditure budget. However, the city’s purchase of 40 acres of property from Elliott Homes in the Stonecreek neighborhood in the amount of $15 million resulted in total General Fund expenditures in excess of revenues. While the $15 million property purchase was partially offset by higher than anticipated revenues in the General Fund, the City’s General Fund did experience an overall decrease in fund balance.

Community Enhancement & Investment Fund
Community Enhancement & Investment Fund sales tax revenues are generated through Measure H and Measure R, the City’s two ½ cent add-on sales tax measures. Revenues for both Measure H and Measure R totaled $12.3 million and $12 million for each measure respectively, which are both above the amended revenue budgets of $11.4 million. The additional revenues will automatically transfer to the Legacy Fund for projects already identified for funding by the City Council during the Fiscal Year 2023-25 budget process.

FISCAL IMPACT
The proposed budget amendment for the General Fund would increase revenues by $8.9 million to $75.9 million and increase expenditures by $27 million to $94 million. The proposed budget amendment for General Fund expenditures would provide additional expenditure authority for the previously authorized $15 million property acquisition as well as a transfer out of the General Fund to the Capital Facilities Fund in the amount of $11.5 million for the Mills Crossing project. This transfer out will allow all expenditures for the Mills Crossing project to be paid from the City’s Capital Facilities Fund in accordance with fund accounting guidelines.

The other proposed budget amendments in various special revenue, capital, enterprise, and internal service funds adjust the budget for additional revenues, expenditures, and depreciation costs that were not anticipated in the orginal budget.

City Council Staff Report – Page 3 of 3

ATTACHMENT(S)

1. Fiscal Year 2022-23 General Fund Financial Summary

2. Resolution

3. Exhibit A to the Resolution

4. Presentation

2018-19 Actual 2019-20 Actual 2020-21 Actual 2021-22 Actual 2022-23 Budget 2022-23 Actual Taxes & Assessments
Property Taxes 17,156,949 18,363,685 1 9,563,172 2 1,038,442 2 1,448,962 2 2,690,465 Sales Tax 16,145,248 16,653,873 2 0,163,561 2 1,231,120 1 9,412,381 2 1,295,726 Transient Occupancy Tax 4,315,525 2,957,138 2 ,744,479 3 ,863,347 4 ,200,000 4 ,102,253 Utility User Tax 3,450,030 3,361,479 3 ,558,252 3 ,522,614 3 ,281,250 4 ,026,993 Other Taxes 2,534,195 2,674,735 2 ,805,911 3 ,307,617 2 ,834,492 3 ,283,329 Taxes & Assessments Total 43,601,947 44,010,910 4 8,835,375 5 2,963,140 5 1,177,085 5 5,398,766 Licenses Permits & Fees
Franchise Fees 2,058,391 2,195,482 2 ,036,397 2 ,457,198 2 ,320,900 2 ,710,389 Building Fees 2,372,857 3,531,785 3 ,901,242 4 ,559,696 2 ,950,000 4 ,706,286 Business License 698,801 635,619 6 07,802 6 03,215 6 17,800 6 55,939 Other Fees 318,433 362,048 3 39,038 2 95,169 3 51,809 2 36,038 Licenses Permits & Fees Total 5,448,482 6,724,934 6 ,884,479 7 ,915,278 6 ,240,509 8 ,308,652 Fines & Forfeitures
Fines & Forfeitures 1,759,319 1,304,956 1 ,323,127 8 06,550 1 ,562,100 9 05,204 Use of Money & Property
Use of Money 1,322,311 2,701,074 ( 1,133,185) ( 4,724,933) 3 75,000 1 ,293,046 Use of Property 579,091 488,002 4 51,284 5 35,015 1 61,000 2 83,387 Use of Money & Property Total 1,901,402 3,189,076 ( 681,901) ( 4,189,918) 5 36,000 1 ,576,433 Intergovernmental
Intergovernmental 742,395 1,092,688 2 ,468,750 2 ,891,354 8 3,500 9 32,309 Charges for Services
Cost recovery 2,921,573 3,095,262 3 ,015,704 4 ,172,792 3 ,939,878 3 ,762,741 Overhead 1,362,743 1,821,822 1 ,847,414 2 ,227,457 1 ,499,400 2 ,385,407 Charges for Services Total 4,284,316 4,917,084 4 ,863,118 6 ,400,249 5 ,439,278 6 ,148,148 Other Revenue
Other Revenue 83,413 95,959 2 25,746 1 75,623 9 4,000 2 74,519 Transfers in
Transfers in 285,914 279,984 2 39,024 1 ,700,000 1 ,900,000 2 ,447,202 Total Revenue 58,107,188 61,615,591 6 4,157,718 6 8,662,276 6 7,032,472 7 5,991,233 Personnel Costs 8,061,213 8,635,985 9 ,179,523 1 0,990,696 1 2,247,973 1 1,828,079 Professional & Contract Services 26,269,400 27,936,331 2 8,883,229 3 1,992,192 3 3,151,109 3 4,856,241 Operations 3,399,032 2,840,569 6 ,584,668 3 ,600,232 3 ,743,911 3 ,174,861 Debt Service/Revenue Neutrality 9,060,042 9,321,866 9 ,617,177 9 ,719,844 1 0,163,569 9 ,719,844 Capital Outlay 178,327 994,923 3 27,175 1 ,073,579 - 1 5,712,293 Transfers Out 10,637,587 8,517,031 9 ,198,929 7 ,554,498 7 ,483,001 7 ,231,524 Total Expenses 57,605,601 58,246,705 6 3,790,701 6 4,931,041 6 6,789,563 8 2,522,842 Revenues Less Expenses 501,588$ 3,368,888$ 3 67,014$ 3 ,731,236$ 2 42,909$ ( 6,531,609)$ Revenues
General Fund
Expenses
ITEM 19.3.

ATTACHMENT 1

2018-19 Actual 2019-20 Actual 2020-21 Actual 2021-22 Actual 2022-23 Budget 2022-23 Actual Revenues
Sales Tax 8,730,547 8,715,522 10,572,724 11,827,213 11,400,000 12,001,912 Use of Money & Property 26,831 18,623 4,368 2,139 - 14,041 Intergovernmental - - - 2,431 - 352,265 Other Revenue - 100 750 - - 250 Total Revenues 8,757,378 8,734,245 10,577,842 11,831,783 11,400,000 12,368,468 Expenses
Personnel Costs 206,691 218,115 252,534 35,991 - 37,844 Professional & Contract Services 1,714,632 1,885,205 2,510,757 2,676,421 3,100,000 3,345,060 Operations 4,826,543 3,519,656 4,838,030 3,443,605 3,700,000 3,145,480 Capital Outlay 778,155 1,440,865 564,753 4,319,768 4,100,000 2,532,230 Transfers Out 1,231,357 1,670,404 2,411,768 500,000 500,000 3,306,696 Total Expenses 8,757,378 8,734,245 10,577,842 10,975,785 11,400,000 12,367,310 Revenues
Taxes & Assessments - - 2,602,691 11,748,474 11,400,000 11,883,770 Use of Money & Property - - 630 14,956 - 79,078 Charges for Services - - - 41,376 - - Other Revenue - - - - - 10,000 Total Revenues - - 2,603,321 11,804,806 11,400,000 11,972,849 Expenses
Personnel Costs - - - 64,032 - - Professional & Contract Services - - - 1,564,837 1,000,000 1,085,157 Operations - - 1,742 1,340,840 3,500,000 537,550 Capital Outlay - - - 4,536,736 6,400,000 4,522,624 Transfers Out - - 2,601,578 500,000 500,000 5,827,518 Total Expenses - - 2,603,320 8,006,445 11,400,000 11,972,849 Measure R
Measure H
Community Enhancement & Invstment Fund
ITEM 19.3.

ATTACHMENT 1

ITEM 19.3. ATTACHMENT 2 Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA AMENDING THE FISCAL YEAR 2022-23 OPERATING BUDGET
WHEREAS, the City Manager has submitted to the City Council of Rancho Cordova a Fiscal Year 2022-23 Proposed Budget; and
WHEREAS, after examination, deliberation, and due consideration, the City Council has approved the same with the passage of Resolution No. 76-2021; and WHEREAS, to keep the budget current it becomes necessary to amend the budget and various schedules on a periodic basis as events necessitate; and WHEREAS, the Fiscal Year 2022-23 budget was previously amended with the passage of Resolution No. 117-2022, 118-2022, and 120-2022; and WHEREAS, the Fiscal Year 2022-23 budget will be further amended as shown on the attached Exhibit A.

NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA as follows:

1. The Fiscal Year 2022-23 Adopted Budget is hereby amended to incorporate the adjustments on the attached Schedule of Proposed Budget Amendments.

2. That the amounts stated in the Schedule of Proposed Budget Amendments shall become and thereafter be appropriated to funds stated therein and said monies are hereby appropriated; and

3. The City Manager is authorized to approve expenditure adjustments within individual funds so long as the total appropriated within each major fund is not exceeded.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of November, 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________
Linda Budge, Mayor

ITEM 19.3. ATTACHMENT 2 Resolution No. XX-2023 Page 2 of 2
ATTEST:

Stacy Leitner, CMC
City Clerk

Fund Fund Name
Adopted
Revenue
Budget
Proposed
Adjustment
Proposed Final
Revenue
Budget Description of Adjustment
100 General Fund 67,032,472 8,910,750 75,943,222 Increase in property tax, sales tax, UUT, building
permits, interest income, cost recovery/overhead, and
intergovernmental revenues
110 Community Enhancement 11,400,000 968,000 12,368,000 Increase in sales tax, interest income, and
intergovernmental revenues
120 Measure R 11,400,000 573,000 11,973,000 Increase in sales tax, interest income, and miscellaneous revenues
201 CFF Fees - Comm Facilities 1,772,347 700,000 2,472,347 Increase impact fee revenue and interest earnings 202 CFF Fees - Library 363,008 260,000 623,008 Increase impact fee revenue and interest earnings 203 Traffic Mitigation Impact Fees 1,703,800 7,100,000 8,803,800 Increase impact fee and impact fee credits revenue and
interest earnings
204 Traffic Mit Adm Impact Fees 34,100 200,000 234,100 Increase impact fee revenue and interest earnings 205 SD Interim Sewer Impact 269,700 80,000 349,700 Increase impact fee and impact fee credits revenue and
interest earnings
206 SD Suppl Offsite Water Impact 114,100 2,100,000 2,214,100 Increase impact fee and impact fee credits revenue and
interest earnings
207 SD Traffic Mitigation Impact 2,418,500 2,100,000 4,518,500 Increase impact fee and impact fee credits revenue and
interest earnings
251 Community Rennovation Fees 634,960 150,000 784,960 Increase impact fee revenue and interest earnings 252 Community Places Fees 103,600 540,000 643,600 Increase impact fee and impact fee credits revenue and
interest earnings
270 Transit Rel Srv Area Zone 1 155,200 35,000 190,200 Increase impact fee revenue and interest earnings 272 Rancho Cordova Transit Tax 289,600 22,000 311,600 Increase interest earnings 280 Road Maintenance Assmt Dist 438,100 108,000 546,100 Increase interest earnings 281 CFD 2008-1 Road Maintenance 168,400 36,000 204,400 Increase impact fee revenue and interest earnings 282 CFD 2014-2 Street, L&L 795,100 195,000 990,100 Increase impact fee revenue and interest earnings 310 Capital Facilities - 11,800,000 11,800,000
Increase in nterest earnings and transfer in for Mills
Crossing
330 Community Enhan. Capital Fund - 3,160,000 3,160,000 Legacy transfer & interest earnings 340 Measure R - 5,500,000 5,500,000 Legacy transfer & interest earnings 402 State Grants 100,000 1,375,000 1,475,000 Increase in grant revenue 410 Gas Tax 1,918,900 350,000 2,268,900 Increase in gas tax revenue and interest earnings 411 Road Maintenance & Rehab Acct. 1,497,700 340,000 1,837,700 Increase in gas tax revenue and interest earnings 422 New Measure A Maintenance 2,310,300 450,000 2,760,300 Increase in intergovermental revenue and interest
earnings
424 Measure A - Traffic Cntrl Prgm - 1,120,000 1,120,000 Increase in intergovermental revenue and interest
earnings
425 Measure A - Street/Bike/Ped Pr - 2,120,000 2,120,000 Increase in intergovermental revenue and interest
earnings
440 Transportation Development Act 67,600 20,453 88,053 Increase in intergovermental revenue and interest
earnings
450 Trench Fees 50,000 62,000 112,000 Increase permit revenue and interest earnings 452 Donations - 636 636 Increase donations and interest earnings 455 Roadway Improv. (Suppl. Fee) 2,184,500 1,000,000 3,184,500 Increase in cost recovery and interest earnings. 456 CFD 2013-2 (Police Services) 800,000 250,000 1,050,000 Increase in tax revenue and interest earnings Exhibit A to Resolution
City of Rancho Cordova
Proposed Budget Amendments
Fiscal Year 2022-23
Revenue Amendments
ITEM 19.3.

ATTACHMENT 3
Exhibit A to the Resolution

Exhibit A to Resolution
City of Rancho Cordova
Proposed Budget Amendments
Fiscal Year 2022-23
Fund Fund Name
Adopted
Expenditure
Budget
Proposed
Adjustment
Proposed Final
Expenditure
Budget Description of Adjustment
100 General Fund 66,789,563 27,212,293 94,001,856 Property Acquisition from Elliott Homes ($15M) &
transfer out of fund balance set aside for Mills Crossing to Capital Facilities Fund ($11.5M)
110 Community Enhancement 11,400,000 968,000 12,368,000 Transfer out to legacy fund
120 Measure R 11,400,000 573,000 11,973,000 Transfer out to legacy fund 201 CFF Fees - Comm Facilities 404,266 850,000 1,254,266 Increase for Suite 220 renovation project 202 CFF Fees - Library 13,613 5,000 18,613 Increase in City's administrative fee 203 Traffic Mitigation Impact Fees 2,460,000 2,300,000 4,760,000 Impact Fee Credits 204 Traffic Mit Adm Impact Fees 45,000 58,000 103,000 Increase for staff time 205 SD Interim Sewer Impact - 625,000 625,000 Impact Fee Credits 206 SD Suppl Offsite Water Impact 500,000 2,000,000 2,500,000 Impact Fee Credits 207 SD Traffic Mitigation Impact - 2,600,000 2,600,000 Impact Fee Credits 251 Community Rennovation Fees 12,700 830,000 842,700 Increase budget for Federspiel Park/Youth Center
projects
252 Community Places Fees - 420,000 420,000 Impact Fee Credits 261 RC Lighting Dist No. 2012-1 343,000 6,000 349,000 Increase expenditures in accordance with revenues 270 Transit Rel Srv Area Zone 1 170,100 15,000 185,100 Increase expenditures in accordance with revenues 272 Rancho Cordova Transit Tax 157,000 10,000 167,000 Increase expenditures in accordance with revenues 280 Road Maintenance Assmt Dist 101,800 32,000 133,800 Increase budget for Surface Treatment FY 22/23 281 CFD 2008-1 Road Maintenance 63,000 7,000 70,000 Increase expenditures for CFD 2008-1 282 CFD 2014-2 Street, L&L 252,100 70,000 322,100 Increase expenditures for CFD 2014-2 310 Capital Facilities - 1,175,000 1,175,000 Increase expenditures for Youth Center construction 320 Infrastructure Replacement - 1,950,000 1,950,000 Increase budget for White Rock Road improvements 402 State Grants 142,000 760,000 902,000 Increase for grants not anticipated in budget 410 Gas Tax 1,995,000 500,000 2,495,000 Increase budget for CIP funding rollover 411 Road Maintenance & Rehab Acct. 1,497,700 1,120,000 2,617,700 Increase budget for CIP funding rollover 422 New Measure A Maintenance 2,966,100 900,000 3,866,100 Increase budget for CIP funding rollover 423 New Measure A Construction 907,400 1,740,000 2,647,400 Increase budget for CIP funding rollover 424 Measure A - Traffic Cntrl Prgm - 350,000 350,000 New fund since budget was adopted 425 Measure A - Street/Bike/Ped Pr - 306,000 306,000 New fund since budget was adopted 440 Transportation Development Act - 90,000 90,000 New fund since budget was adopted 450 Trench Fees - 50,000 50,000 Increase budget for Neighborhood Street Rehab
program
452 Donations - 20,764 20,764 Use of funds for Animal Services kennel project 454 Asset Forfeitures 50,000 9,000 59,000 Increase budget for RCPD gym upgrade 455 Roadway Improv. (Suppl. Fee) 777,100 4,200,000 4,977,100 Increase budget for CIP funding rollover 456 CFD 2013-2 (Police Services) 800,000 650,000 1,450,000 Increase budget to transfer entire fund balance 500 Debt Service 1,323,315 2,734 1,326,049 Increase budget for Trustee Fees 740 Insurance 568,300 176,186 744,486 Insurance premium actuals higher than budgeted Expenditure Amendments
ITEM 19.3.

ATTACHMENT 3
Exhibit A to the Resolution

1 FY 2022-23 Preliminary
Year-End Financial Report
November 6, 2023
CityOfRanchoCordova.org
ITEM 19.3.

ATTACHMENT 4

2 Fiscal Year 2022-23 Financial Year in Review
• Strong economy coupled with inflationary cost increases resulted in
the City’s highest year-over-year revenue growth
• New growth and development activity in the City continues to lead to
all time highs for revenues and expenditures
• City made significant capital investment with a $15 Million property a
cquisition from Elliott Homes paid out of the General Fund ITEM 19.3.

ATTACHMENT 4

3 General Fund Revenues
2018-19
Actual
2019-20
Actual
2020-21
Actual
2021-22
Actual
2022-23
Budget
2022-23
Actual
Revenues
Taxes & Assessments 43,601,947 44,010,910 48,835,375 52,963,140 51,177,085 55,398,766 Licenses Permits & Fees 5,448,482 6,724,934 6,884,479 7,915,278 6,240,509 8,308,652 Fines & Forfeitures 1,759,319 1,304,956 1,323,127 806,550 1,562,100 905,204 Use of Money & Property 1,901,402 3,189,076 (681,901) (4,189,918) 536,000 1,576,433 Intergovernmental 742,395 1,092,688 2,468,750 2,891,354 83,500 932,309 Charges for Services 4,284,316 4,917,084 4,863,118 6,400,249 5,439,278 6,148,148 Other Revenue 83,413 95,959 225,746 175,623 94,000 274,519 Transfers in 285,914 279,984 239,024 1,700,000 1,900,000 2,447,202 Total Revenue 58,107,188 61,615,591 64,157,718 68,662,276 67,032,472 75,991,233  General Fund Revenues have increased 31% in the last five years  Fiscal Year 2022-23 increased 11% over Fiscal Year 2021-22 ITEM 19.3.

ATTACHMENT 4

4 General Fund Revenues - Taxes
-
10,000,000
20,000,000
30,000,000
40,000,000
50,000,000
60,000,000
2018-19 Actual 2019-20 Actual 2020-21 Actual 2021-22 Actual 2022-23 Budget 2022-23 Actual 17,156,949 18,363,685 19,563,172 21,038,442 21,448,962 22,690,465 16,145,248 16,653,873
20,163,561
21,231,120 19,412,381
21,295,726
4,315,525 2,957,138
2,744,479
3,863,347 4,200,000
4,102,253
3,450,030 3,361,479
3,558,252
3,522,614 3,281,250
4,026,993
2,534,195 2,674,735
2,805,911
3,307,617 2,834,492
3,283,329
Property Taxes Sales Tax Transient Occupancy Tax Utility User Tax Other Taxes Increase of 27% in 5 years
32% increase
in 5 years
ITEM 19.3.

ATTACHMENT 4

5 General Fund Expenses
2018-19
Actual
2019-20
Actual
2020-21
Actual
2021-22
Actual
2022-23
Budget
2022-23
Actual
Expenses
Personnel Costs 8,061,213 8,635,985 9,179,523 10,990,696 12,247,973 11,828,079 Professional & Contract Services 26,269,400 27,936,331 28,883,229 31,992,192 33,151,109 34,856,241 Operations 3,399,032 2,840,569 6,584,668 3,600,232 3,743,911 3,174,861 Debt Service/Revenue Neutrality 9,060,042 9,321,866 9,617,177 9,719,844 10,163,569 9,719,844 Capital Outlay 178,327 994,923 327,175 1,073,579 - 15,712,293 Transfers Out 10,637,587 8,517,031 9,198,929 7,554,498 7,483,001 7,231,524 Total Expenses 57,605,601 58,246,705 63,790,701 64,931,041 66,789,563 82,522,842  General Fund op erating expenses ended the year in line with the adopted budget
 Significant capital investment of pro perty in the amount of $15 million with the use of reserves resulted in an overall reduction of fund balance at year- end
ITEM 19.3.

ATTACHMENT 4

6 General Fund Year-End Snapshot
General Fund Reserves
 Economic Uncertainty Reserve: $13.4 Million (20% of FY 22/23 Budget)  Reserved for Mills Crossing Project: $11.5 Million
P
roposed General Fund Budget Amendment to transfer $11.5 million of Reserved Fund Balance for Mills Crossing Project to the Capital Facilities Fund  General Fund expense budget will increase to $94 million 2018-19
Actual
2019-20
Actual
2020-21
Actual
2021-22
Actual
2022-23
Budget
2022-23
Actual
General Fund Revenues 58,107,188 61,615,591 64,157,718 68,662,276 67,032,472 75,991,233 General Fund Expenses 57,605,601 58,246,705 63,790,701 64,931,041 66,789,563 82,522,842 Revenues Less Expenses 501,588$ 3,368,888$ 367,014$ 3,731,236$ 242,909$ (6,531,609)$ ITEM 19.3.

ATTACHMENT 4

7 Community Enhancement & Investment Fund
Fiscal Year 2022-23 Overview
• Measure H Budget: $11.4 Million A ctual Revenues: $12.4 Million (includes pass thru grant of $300K for Soil Born Farms) • Measure R Budget: $11. 4 Million Actual Revenues: $12 Million Revenues received in excess of budget will go to the CEIF Legacy Fund for projects discussed during the Fiscal Year 2023-25 budget process
ITEM 19.3.

ATTACHMENT 4

MEMORANDUM

City Council Staff Report - Page 1 of 1

ITEM 19.4.

DATE: November 6, 2023

TO: Honorable Mayor and Council Members

FROM: Stacy Leitner, City Clerk

SUBJECT: SELECTION OF THE 2024 MAYOR AND VICE MAYOR

RECOMMENDATION

Council selection of the 2024 Mayor and Vice Mayor.

RESULT OF RECOMMENDED ACTION

City Council Leadership officers for 2024 are appointed, per City Council Resolution No. 5- 2004.

BACKGROUND

On January 5, 2004, the City Council adopted Resolution No. 5-2004 establishing the Council policy that one of its members would be selected as Mayor and one of its members selected as Mayor Pro Tempore. Subsequently, Council adopted Resolution No. 185-2004 changing the Mayor Pro Tempore designation to Vice Mayor.

The swearing-in of the Mayor and Vice Mayor will take place at the December 18, 2023, Regular City Council meeting.

FISCAL IMPACT AND FUNDING SOURCE

There is no Fiscal Impact.

ATTACHMENT(S)

1. Resolution No. 5-2004

2. Resolution No. 185-2004

ITEM 19.4.

ATTACHMENT 1

RESOLUTION NO. 185-2004

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CORDOVA CALIFORNIA AMENDING RESOLUTION 31-2004 AND

CHANGING THE DESIGNATION OF MAYOR PRO TEMPORE TO VICE
MAYOR
WHEREAS, the City Council is desirous of changing the designation of "Mayor Pro Tempore" to "Vice Mayor.

NOW, THEREFORE, BE IT RESOLVED, that the City Council ofthe City Rancho Cordova does hereby determine and order that:

1. 2003 is amended to replace the "Mayor Pro
Tempore" designation with "Vice Mayor" and that

2. Mayor Pro Tempore" in Resolution No. 5-2004 are hereby amended to be "Vice Mayor.

I HEREBY CERTIFY that the foregoing resolution was introduced and passed at a regular meeting of the City Council of the City of Rancho Cordova, held on the day of December, 2004, by the following vote:

AYES: Skoglund, Sander, McGarvey, Cooley, Budge
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:

Lillian E. Hare, City Clerk
ITEM 19.4.

ATTACHMENT 2

MEMORANDUM

City Council Staff Report - Page 1 of 1

ITEM 19.5.

DATE: November 6, 2023

TO: Honorable Mayor and Council Members

FROM: Stacy Leitner, City Clerk

SUBJECT: CANCELLATION OF THE NOVEMBER 20, 2023 CITY COUNCIL

MEETING

RECOMMENDATION

Staff recommends the City Council cancel the Monday, November 20, 2023 City Council meeting due to the lack of a quorum present in the Council Chambers.

RESULT OF RECOMMENDED ACTION

Cancellation of the Monday, November 20, 2023 City Council meeting.

BACKGROUND

The 2023 Rancho Cordova City Council meeting schedule was previously approved at the December 19, 2022 City Council meeting. The meeting schedule was amended on July 3, 2023, to add the July 17, 2023 City Council meeting back to the meeting schedule. It was recently brought to the attention of staff that there is a scheduling conflict among several of the City Council members. Therefore, staff is requesting that the City Council meeting on Monday, November 20, 2023, be canceled due to a lack of a quorum present in the Council Chambers.

Attachment 1 is the Amended 2023 City Council Meeting Schedule that was approved by the City Council on July 3, 2023.

FISCAL IMPACT AND FUNDING SOURCE

There is no Fiscal Impact.

ATTACHMENT(S)

1. Exhibit A to the Resolution - 2023 Amended Rancho Cordova City Council Meeting Schedule

Amended 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 Training- Mandated 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 5:30 PM Regular Meeting
Monday, July 25 5:30 PM Special Meeting/Work Session
ITEM 19.5.

ATTACHMENT 1

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 19.5.

ATTACHMENT 1