Rancho Cordova City Council
May 6, 2024

CITY OF RANCHO CORDOVA

CITY COUNCIL MEETING
Monday, May 6, 2024
4:00 PM – Special Meeting
5:30 PM – Regular Meeting
David B. Roberts Council Chambers
City Hall
2729 Prospect Park Drive, Rancho Cordova
How to Observe or Listen to the Meeting:
•Online via Zoom: https://cityofranchocordova.zoom.us/j/81630466928 Webinar ID: 816 3046 6928
•By phone: +1 669 900 6833 or +1 253 215 8782
Webinar ID: 816 3046 6928
Public Comment

Members of the public who wish to address the City Council may do so in person during the meeting by completing and submitting a Speaker Card to the City Clerk.

Members of the public who wish to provide public comment via email will need to submit comments to [email protected] no later than 2:00 p.m. on Monday, May 6, 2024. Written comments received no later than 2:00 p.m. will be distributed to the Council, filed in the record, and will not be read aloud. All comments submitted later than 2:00 p.m. will be distributed to the Council.

If you have questions related to the City Council Meeting, please contact the City Clerk’s Office at (916) 851-8720 before Monday, May 6, 2024, at 2:00 p.m.

AGENDA

1. SPECIAL MEETING - CALL TO ORDER/ROLL CALL

Rancho Cordova City Council - AGENDA
Special and Regular Meeting of Monday, May 6, 2024

Council Members Linda Budge, Garrett Gatewood, Siri Pulipati, Donald Terry, and Mayor David Sander

2. PUBLIC COMMENT

At a special meeting, members of the public wishing to address the Council for any matter on the agenda may do so at the time the matter is discussed. Under the provisions of the California Government Code, the City Council is prohibited from discussing or taking action on any item not on the agenda.

3. SPECIAL MEETING

3.1. Subject: Public Library Services Discussion.

Recommendation: Receive the presentation and provide feedback.

4. ADJOURNMENT TO CLOSED SESSION

Mayor Sander will adjourn the special meeting to closed session.

5. CLOSED SESSION CALL TO ORDER ROLL/ROLL CALL

Council Members Linda Budge, Garrett Gatewood, Siri Pulipati, Donald Terry, and Mayor David Sander

6. CLOSED SESSION

Council will meet in closed session to discuss the following item:

6.1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Section 54956.8: Property: Bleckely St, Assessor's Parcel Number (APN): 067-0010-093- 0000, City Negotiators: Micah Runner, City Manager, and Adam U. Lindgren, City Attorney, Negotiating Parties: County of Sacramento. Under Negotiation: Price and Terms of Payment.

7. OPEN SESSION - REPORT FROM CLOSED SESSION

The City Attorney will report on action taken in closed session.

8. ADJOURN TO THE REGULAR MEETING

Mayor Sander will adjourn closed session to the Regular meeting.

9. REGULAR MEETING - CALL TO ORDER/ROLL CALL

Council Members Linda Budge, Garrett Gatewood, Siri Pulipati, Donald Terry, and Mayor David Sander

10. METRO CABLE TV TELEVISION ANNOUNCEMENT

The Clerk will announce the meetings video recording and playback schedules.

11. PLEDGE OF ALLEGIANCE

The Mayor will call on someone in attendance to lead the Pledge.

12. INVOCATION

Ruby Smallwood with the Law Enforcement Chaplaincy will give the invocation.

13. PRESENTATIONS

Rancho Cordova City Council - AGENDA
Special and Regular Meeting of Monday, May 6, 2024

13.1. May is Bike Month Presentation and Recognition of Local Cycling Champions.

13.2. Introduction of New Employees: Nicole Riggins, Code Enforcement Officer and Sean Colan, Code Enforcement Officer by Brittany Mariscal, Code Enforcement Supervisor. Austin Krehbiela, Deputy Probation Officer, and Jose Duran, Senior Probation Officer by Russ Ducharme, Neighborhood Services Manager.

14. PUBLIC COMMENT

Members of the public wishing to address the Council for any matter not on the agenda may do so at this time by completing and submitting a Speaker Card to the City Clerk.

For items on the agenda, speakers will be called by the Mayor at the point on the agenda when the item will be heard. Speakers are encouraged to keep comments to three minutes or less and to state name and community of residence.

Under the provisions of the California Government Code, the City Council is prohibited from discussing or taking immediate action on any item not on the agenda unless it can be demonstrated to be of an emergency nature or the need to take immediate action arose after the posting of the agenda.

15. COUNCIL REPORTS

16. CITY MANAGER'S REPORT

17. CONSENT CALENDAR ITEMS - ROLL CALL VOTE

17.1. Subject: Meeting Minutes from the Regular City Council Meeting of April 2, 2024, and the Special Meetings of April 23, 2024, and April 29, 2024.

Recommendation: Adopt the minutes.

17.2. Subject: Second Reading of an Ordinance of the City Council of the City of Rancho Cordova for the Second Amendment to the Development Agreement Between the City of Rancho Cordova and Cresleigh Homes Corporation Relative to the Sunridge Lot J Project.

Recommendation: Waive the second reading and adopt the Ordinance.

17.3. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 2022-62-1 with Roush Landscape Services to Extend the Contract Term from June 30, 2025, to June 30, 2027, Resulting in an Increase to the Contract Amount from $644,120 to an Amount not to Exceed $2,384,960 for Continued Landscape Maintenance Services for Publicly-Owned Landscape Facilities.

Recommendation: Adopt the Resolution.

17.4. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2024-41 with McGuire Pacific Constructors for an Amount not to Exceed $543,815 for On-Call Overhead and Street Signage Services.

Recommendation: Adopt the Resolution.

17.5. Subject: A Resolution Approving the Rate and Method of Apportionment of Special Taxes Within an Improvement Area to be Annexed into the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1.

Recommendation: Adopt the Resolution.

Rancho Cordova City Council - AGENDA
Special and Regular Meeting of Monday, May 6, 2024

17.6. Subject: A Resolution Authorizing the City Manager to Execute a Predevelopment Grant Agreement with Ikaika Ohana for the Affordable Housing Crossing at Woodberry Project Located at 2738 Woodberry Way in the Amount of $960,000 Utilizing the Prohousing Incentive Pilot Program Funding.

Recommendation: Adopt the Resolution.

17.7. Subject: A Resolution Authorizing the City Manager to Approve the Large Lot Final Map of Shalako, Subdivision No. FM-2022-001-01 and Execute Subdivision Improvement Agreement Contract No. 2024-57 with Shalako Investors.

Recommendation: Adopt the Resolution.

17.8. Subject: A Resolution Authorizing the City Manager to Execute Credit Agreement Contract No. 2024-53 with K. Hovnanian at Jaeger Ranch, LLC in the Amount of $564,317 for the Construction of Public Offsite Trail Improvements.

Recommendation: Adopt the Resolution.

17.9. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2024-64 with Proud Audio Visual for Audio Visual System Upgrades to the American River North and South Conference Rooms for an Amount not to Exceed $116,598.

Recommendation: Adopt the Resolution.

17.10. Subject: A Resolution Approving the Annexation of The Preserve into the City of Rancho Cordova Community Facilities District No. 2013-2 (Police Services).

Recommendation: Adopt the Resolution.

18. CONSENT PUBLIC HEARING ITEMS - ROLL CALL VOTE

18.1. Subject: An Ordinance Amending Title 23, Chapter 23.113 Zoning Certification, Chapter

23.313 Mixed-Use Zoning District, Chapter 23.731 Fences, Walls, and Screening, Chapter

23.1104 Definitions and the Folsom Boulevard Specific Plan (CEQA Exemption Found in Guideline Section 15061(b)(3)).

Recommendation: Waive the first reading and introduce the Ordinance.

18.2. Subject: An Ordinance Amending Title 4, Chapter 4.54 Regulations and Prohibitions, and Title 9, Chapter 9.36 Park Regulations of the Rancho Cordova Municipal Code Regarding the Regulation of Social Host Fireworks and the Regulation of Illegal Fireworks in Parks.

Recommendation: Waive the first reading and introduce the Ordinance.

19. PUBLIC HEARING ITEMS

19.1. Subject: Valero Gas Station Beer and Wine Sales - Conditional Use Permit and Letter of Public Convenience and Necessity (Project not Subject to CEQA per Section 21080(b)(5)) - Project No. PLND-1023-0086.

Recommendation: The Applicant has withdrawn their request and no longer wishes to move forward with their application.

19.2. Subject: Declaring the Results of a Mail Ballot Election Relating to the Proposed Stormwater Utility 1 Fee Increase.

Recommendation: If a majority affirmative vote of the ballots returned is received, staff would return with a Resolution and Ordinance to implement the fee increase at the May 20, 2024, City Council Meeting. If a majority affirmative vote of the ballots returned is not received, then no action is needed.

Rancho Cordova City Council - AGENDA
Special and Regular Meeting of Monday, May 6, 2024

20. REGULAR CALENDAR ITEMS

20.1. Subject: A Resolution Authorizing the City Manager to Submit a Proposed Action to Approve a Conditional Use Permit for the Mather Veterans Village Phase 4 Multifamily Housing Project for Homeless Veterans, Project No. PLND-0324-0095, to the Airport Land Use Commission, Pursuant to the Overrule Process of Public Utilities Code Section 21676(b), with Findings that the Proposed Action is Consistent with the Purposes of Public Utilities Code Section 21670.

Recommendation: Adopt the Resolution.

20.2. Subject: Planning Commission At-Large Member Nomination and Selection.

Recommendation: Nominate and make a motion to approve two (2) At-Large Planning Commission Members with terms that will expire in December 2026.

20.3. Subject: Growing Strong Neighborhoods Update.

Recommendation: Receive staff presentation and provide Council input.

21. COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS

22. ADJOURNMENT

ADDITIONAL INFORMATION
Special Meetings listed below are subject to change/cancellation without further notice.

Unless the Council adopts a motion to extend the meeting, any item that is not initiated before 11:00 p.m. will be continued to the next day at 5:30 p.m. or scheduled on the next regular meeting agenda of the Council.

Public documents related to items on the open session portion of this agenda, which are distributed to the City Council less than 72 hours prior to the meeting, shall be available for public inspection at the time the documents are distributed to the Council. Documents are available for inspection at the City Clerk's office located in Rancho Cordova City Hall.

The agenda items are accessible on the City’s website at www.cityofranchocordova.org on Thursdays or Fridays prior to the Regular City Council Meeting.

UPCOMING MEETINGS
May 20, 2024 5:30 PM Regular Meeting
May 28, 2024 5:30 PM Special Meeting/Work Session
June 3, 2024 4:00 PM Special Meeting/5:30 PM Regular Meeting June 17, 2024 5:30 PM Regular Meeting
June 25, 2024 5:30 PM Special Meeting/Work Session
July 1, 2024 4:00 PM Special Meeting/5:30 PM Regular Meeting July 15, 2024 5:30 PM Regular Meeting

Rancho Cordova City Council - AGENDA
Special and Regular Meeting of Monday, May 6, 2024

July 23, 2024 5:30 PM Special Meeting/Work Session
If you have any technical questions related to the agenda items, please contact City Hall at (916) 851- 8700.

The Rancho Cordova City Council meeting will be videotaped in its entirety and will be cablecast without interruption on Metro Cable 14, the Government Affairs Channel on the Comcast, Consolidated Communications and AT&T U-Verse Systems. Closed Captioning will be available on the playback cablecast. A DVD copy is available from the City Clerk’s Department and a webcast of this meeting will be available for viewing via video streaming from the City’s website within 48 hours of adjournment of this meeting.

In compliance with the Americans with Disabilities Act, if you need a disability-related modification or accommodation, including auxiliary aids or services, to participate in this meeting, please contact the City Clerk’s Office at (916) 851-8720 at least 48 hours prior to the meeting.

CERTIFICATION OF POSTING OF AGENDA
I, Persephonie Riley, Assistant City Clerk for the City of Rancho Cordova, declare that the foregoing agenda for the May 6, 2024, Regular Meeting of the Rancho Cordova City Council was posted and available for review on May 2, 2024, at City Hall of the City of Rancho Cordova, 2729 Prospect Park Drive, Rancho Cordova, California, 95670. The agenda is also available on the city website at www.cityofranchocordova.org.

Signed May 2, 2024, at Rancho Cordova, California.

Persephonie Riley, CMC
Assistant City Clerk

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 3.1.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Stacy Delaney, Senior Management Analyst

SUBJECT: PUBLIC LIBRARY SERVICES DISCUSSION

RECOMMENDATION

Receive the presentation and provide feedback.

RESULT OF RECOMMENDED ACTION

An update to the City Council on how the Sacramento Public Library Authority provides public library services, as well as an update on the Rancho Cordova Branch Library, and strategies to serve the growing area.

BACKGROUND

The Rancho Cordova Branch Library was built in 1975 and serves the eastern region of Sacramento County, including the City of Rancho Cordova. The library was upgraded in 2010 and 2018, during which the children's area and staff areas were redone, a new teen area was created, and the shelving, carpeting, roof, and furniture were replaced. The library branch features a veterans' resource station, garden programs, and a popular community room.

In 2019, the County of Sacramento commissioned a library facilities master plan to outline recommended capital projects for the next 20 years. The master plan was finalized in April 2021. The Sacramento Public Library (SPL) released an updated Facilities Vision Plan in 2023.

The vision for library spaces and facilities incorporates the ideas and input of Sacramento County residents, SPL staff, representatives of the Joint Powers Authority (JPA), and builds on the master plan which analyzed library usage, population, distribution and growth, transit options, local socio-economics, demographics, and county and city development plans. The planning process also evaluated SPL's 12 county branches based on facility tours, assessments, the strategic plan, and community conversations.

SPL provides public service at 28 library facilities, including the Rancho Cordova Library, which is provided by the JPA members. As the building owners, the JPA members are responsible for the routine and capital maintenance of the library buildings as well as for renovation, expansion, relocation, or replacement. SPL is responsible for library furnishings, materials, equipment, staffing, and custodial service. Funding for SPL operations comes from the County of Sacramento, City of Citrus Heights, City of Elk Grove, City of Galt, City of Isleton, and City of Rancho Cordova property taxes and City of Sacramento General Fund/Measure U and parcel tax revenues.

City Council Staff Report - Page 2 of 2

The City of Rancho Cordova expects almost 50% population growth by 2040 and neighboring unincorporated areas anticipate dramatic growth as well. Southeast Rancho Cordova is expected to grow significantly, as well as the nearby unincorporated developments. These new populations are far from existing libraries and will strain their capacity if not addressed.

The master plan recommends renovation and expansion of the Rancho Cordova branch.

Additionally, in the future, a new branch or alternative strategies to serve the future growth area will be needed. The existing Rancho Cordova Library, in the future, will be too small to support the new growth, even if the recommended expansion and renovation take place.

FISCAL IMPACT AND FUNDING SOURCE

Funding for a future library is not currently budgeted.

ATTACHMENT(S)

1. Presentation

PUBLIC LIBRARY SERVICES DISCUSSION
May 6, 2024
ITEM 3.1.

ATTACHMENT 1

PUBLIC LIBRARY SERVICES IN RANCHO CORDOVA
Agenda for today’s Special Meeting:
• Overview of Sacramento Public Library and the
J
oint Powers Authority (JPA)
• Areas of Responsibility
• Additional and Expanded Library
F
acilities/Services
• Recommended Improvements
• Strategies to serve the growth area
• Alternate service models
• Available funding
ITEM 3.1.

ATTACHMENT 1

FACILITIES WORKSHOP
ITEM 3.1.

ATTACHMENT 1

• Joint Powers Authority
• 28 Locations
– 12 in the City of Sacramento
– 10 in unincorporated County of
Sac
ramento
– 2 in Elk Grove
– 1 in Rancho Cordova
– 1 in Galt
– 1 in Citrus Heights
– 1 in Isleton
• 460,000 feet2 of real estate
• 990 miles2 service area
About Us
ITEM 3.1.

ATTACHMENT 1

Serving The Community
ITEM 3.1.

ATTACHMENT 1

JPA Responsibilities
• Capital Improvements
– Major building repair
– Major building replacement
• Capital Repairs
– Roofing
– HVAC system
– Plumbing
– Other elements
• New and Expanded Facilities
• Operate the Library Facility
• Library Services
• Facilities
– Janitorial
– Landscaping
– Routine Maintenance
– Security
Building Owners (i.e. City, County, etc.) Authority
ITEM 3.1.

ATTACHMENT 1

Responsibilities-Simplified
If you turn the
building upside
down, whatever
falls out is the
responsibility of
the library.

ITEM 3.1.

ATTACHMENT 1

2007 JPA Section 12 b:
• Future Facilities
– Each party shall provide capital funding for future facilities within its own j
urisdiction, including furniture, fixtures and equipment (FF&E), technology resources, and opening day collection, and shall be responsible for construction of new and remodeled facilities. FF&E, technology resources, and the opening day collection shall become the property of the Authority when the facility is turned over to the Authority for operation.

ITEM 3.1.

ATTACHMENT 1

Additional And Expanded Libraries
Article 13 – Joint Powers Authority Agreement
• Library square footage per capita
• Population growth
• Service demand factors
• Existing facilities
• Growth in property tax revenues
• Status of other future capital development proposals
• Other appropriate factors
• Availability of capital and operating funds
• Operations at new libraries will be funded at the same level of Base Services as
at similar existing libraries.

ITEM 3.1.

ATTACHMENT 1

Location Jurisdiction Square Foot 2020 Service
Population
Square Footage
Per Capita
Circulation
5 year average
Annual Patron Visits
5 Year Average
Annual Programs All Ages
5 Year Average
Arcade County of Sacramento 12,686 47,582 0.3 123,699 112,649 208 Arden-Dimick County of Sacramento 11,901 36,870 0.3 216,956 150,844 337 Carmichael County of Sacramento 20,690 87127 0.2 374,348 248,106 369 Central City of Sacramento 160,000 20866 7.7 225,834 296,454 293 Colonial Heights City of Sacramento 12,211 85,370 0.1 123,608 117,333 239 Belle Cooledge City of Sacramento 12,000 41,113 0.3 262,778 160,890 402 Courtland County of Sacramento 2,325 935 2.5 15,013 28,836 89 Del Paso Heights City of Sacramento 5,425 25,782 0.2 38,267 71,486 138 *Elk Grove City of Elk Grove 13,850 99,423 0.1 245,070 156,623 271 Fair Oaks County of Sacramento 12,000 63,332 0.2 238,345 146,058 290 Franklin City of Elk Grove 19,621 112,280 0.2 245,338 204,507 271 Galt City of Galt 4,225 30,760 0.1 88,390 63,925 162
Isleton City of Isleton 1,700 2,728 0.6 21,927 29,906 152 Martin Luther King, Jr. City of Sacramento 15,078 50,864 0.3 74,145 98,393 173 McClatchy City of Sacramento 2,557 12,812 0.2 91,526 59,523 146 McKinley City of Sacramento 4,681 37,465 0.1 124,374 100,406 179 North Highlands County of Sacramento 12,890 121891 0.1 165,571 124,772 331 North Natomas City of Sacramento 22,645 63056 0.4 180,191 204,795 215 North Sacramento City of Sacramento 4,000 32,496 0.1 39,889 93,493 121 Orangevale County of Sacramento 7,910 30,729 0.3 90,359 72,878 131 Pocket-Greenhaven City of Sacramento 15,000 46,605 0.3 146,669 138,193 361 **Rancho Cordova City of Rancho Cordova 12,500 134,978 0.1 240,768 149,733 297 Rio Linda County of Sacramento 7,778 22282 0.3 38,060 44,025 171 South Natomas City of Sacramento 13,615 39,871 0.3 126,145 115,425 302 Southgate County of Sacramento 12,000 78,406 0.2 85,525 114,387 191 Sylvan Oaks City of Citrus Heights 12,968 63332 0.2 186,073 151,136 194 Valley Hi - N. Laguna City of Sacramento 20,505 40,258 0.5 208,119 162,182 410 Walnut Grove County of Sacramento 3,580 1907 1.9 17,332 20,779 104 Additional And Expanded Libraries-Key Data Indicators
*Includes Vineyard Service Area
**Includes Sunrise Douglas Service Area
ITEM 3.1.

ATTACHMENT 1

Additional And Expanded Libraries-Population Growth
Population Growth-10 Year Average
Citrus Heights 0.53%
Elk Grove 1.42%
Galt 0.9%
Isleton 0.3%
Rancho Cordova 1.93%
Sacramento 0.92%
Unincorporated County 0.69%
Systemwide 1.0%
ITEM 3.1.

ATTACHMENT 1

2023 Facilities Vision Plan:
• Guides decision-m aking about
investments in library facilities
in Sacramento communities
over the next 10 to 20 years.

ITEM 3.1.

ATTACHMENT 1

Year Built 1975
Square Footage 12,500 sq ft
Updates 2010, 2018, 2019 (furniture)
Five Year Facility Condition Index 12%
Condition B
Five Year Maintenance Costs $1,180,000
Circulation FY 23 159,010
Door Count FY 23 102,290
Deficiencies • Lacks enough room for
community needs or staff
operations.
• Substantial maintenance needs
and ADA shortcomings.
• Renovation and expansion
recommended.

Rancho Cordova Library
ITEM 3.1.

ATTACHMENT 1

Rancho Cordova Library-Recommended Improvements
Highlights
• Renovate and Expand Facility
• Enlarge Community Room
• Enlarge Staff Area
• Enlarge Public Floor
• ADA Enhancements
ITEM 3.1.

ATTACHMENT 1

Rancho Cordova Library-New Site
Highlights
• Southeast Rancho Cordova
• 25,000 sq. ft. facility
• Single Story
ITEM 3.1.

ATTACHMENT 1

Alternate Service Models
ITEM 3.1.

ATTACHMENT 1

FUNDING LIBRARY

PROJECTS
• Typical funding options
• I
mprovements versus capital projects
• Interim or Temporary Options
• Amount currently available
• Discussion and next steps
ITEM 3.1.

ATTACHMENT 1

ITEM 17.1. ATTACHMENT 1

CITY OF RANCHO CORDOVA

CITY COUNCIL MEETING
Tuesday, April 2, 2024
5:30 PM – Regular Meeting
David B. Roberts Council Chambers
City Hall
2729 Prospect Park Drive, Rancho Cordova

DRAFT MINUTES

1. REGULAR MEETING - CALL TO ORDER/ROLL CALL

Vice Mayor Pulipati called the Regular meeting to order in the David B. Roberts Council Chambers at 5:33 p.m.

Council Members Present: Linda Budge, Garrett Gatewood, Donald Terry, and Vice Mayor Siri Pulipati
Council Members Absent: David Sander
Staff Members Present: Stacy Leitner, Adam Lindgren, Persephonie Riley, and Micah Runner

2. METRO CABLE TV TELEVISION ANNOUNCEMENT

The City Clerk read the meetings recordings and playback schedule.

3. PLEDGE OF ALLEGIANCE

Derald Langwell led the pledge.

4. INVOCATION

Julia Steinbach with the United Methodist Church of Rancho Cordova gave the invocation.

5. PRESENTATIONS

5.1. Presentation of Proclamation to Blessings in a Backpack for its Tenth Anniversary.

5.2. Presentation of Proclamation for Fair Housing Month.

ITEM 17.1. ATTACHMENT 1
Rancho Cordova City Council - DRAFT MINUTES
Meeting of Tuesday, April 2, 2024

5.3. May the 4th be with you! A Special Presentation and Invitation from E-Sports Gaming!

5.4. Council Member Linda Budge's Birthday on April 10, 2023.

6. PUBLIC COMMENT

Vice Mayor Pulipati opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. Jessa Rego
Vice Mayor Pulipati closed the public comment period.

7. COUNCIL REPORTS

Council reported on events since the last meeting.

8. CITY MANAGER'S REPORT

City Manager Micah Runner gave his report.

9. CONSENT CALENDAR ITEMS - ROLL CALL VOTE

Item 9.6 was pulled for separate discussion.

Vice Mayor Pulipati opened the public comment period. Seeing no speakers, Vice Mayor Pulipati closed the public comment period.

ACTION: Motion to approve items 9.1 through item 9.5, and item 9.7 by Terry second by Budge;
Motion passed with a 4:0 vote.

AYES: Budge, Gatewood, Terry, and Pulipati
NOES: None
ABSENT: Sander
ABSTAIN: None

9.1. Subject: Meeting Minutes from the Regular City Council Meeting of March 18, 2024, and the Special Meeting of March 21, 2024.

Recommendation: Adopt the minutes.

9.2. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 2021-284-1 with Sacramento Splash to Extend the Contract Term from June 30, 2024, to June 30, 2026, which would Result in an Increase to the Contract Amount from $120,000 to an Amount not to Exceed $202,400 for Stormwater Outreach Services.

Recommendation: Adopt the Resolution.

9.3. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 53-2019-2 with MCE Corporation to Extend the Contract Term from June 30, 2024, to June 30, 2027, Resulting in an Increase to the Contract Amount from $4,475,000 to an Amount not to Exceed $6,612,000 for Citywide Operations and Maintenance Support Services.

Recommendation: Adopt the Resolution.

9.4. Subject: A Resolution Increasing the Annual Stormwater Utility Fee (SWU2) for Fiscal Year 2024-2025.

Recommendation: Adopt the Resolution.

9.5. Subject: A Resolution Approving the Rate and Method of Apportionment of Special

ITEM 17.1. ATTACHMENT 1
Rancho Cordova City Council - DRAFT MINUTES
Meeting of Tuesday, April 2, 2024

Taxes Within Improvement Areas to be Annexed into the City of Rancho Cordova The Ranch Community Facilities District No. 2021-1.

Recommendation: Adopt the Resolution.

9.6. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2024-43 with Pacific States Environmental Contractors, Inc. in an Amount not to Exceed $1,034,565 for the Soil Remediation Project Construction at 10153-10179 Folsom Boulevard.

Recommendation: Adopt the Resolution.

Vice Mayor Pulipati opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. James Garcia

2. Helen Whelan-Bashaw
Vice Mayor Pulipati closed the public comment period.

ACTION: Motion to approve item 9.6. by Terry second by Budge; Motion passed with a 4:0 vote.

AYES: Budge, Gatewood, Terry, and Pulipati
NOES: None
ABSENT: Sander
ABSTAIN: None

9.7. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2024-39 with Tetra Tech, Inc. in an Amount not to Exceed $738,900.68 to Provide the Environmental Engineering Services for the Soil Remediation Project Construction at 10153-10179 Folsom Boulevard.

Recommendation: Adopt the Resolution.

10. CONSENT PUBLIC HEARING ITEMS - ROLL CALL VOTE

Vice Mayor Pulipati opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. James Garcia

2. Helen Whelan-Bashaw
Vice Mayor Pulipati closed the public comment period.

ACTION: Motion to approve item 10.1 with amendment of Ordinance requested by City Attorney Adam Lindgren by Terry second by Budge;
Motion passed with a 4:0 vote.

AYES: Budge, Gatewood, Terry, and Pulipati
NOES: None
ABSENT: Sander
ABSTAIN: None

10.1. Subject: An Ordinance of the City Council of the City of Rancho Cordova for the Second Amendment to the Development Agreement Between the City of Rancho Cordova and Cresleigh Homes Corporation Relative to the Sunridge Lot J Project.

Recommendation: Waive the first reading and introduce the Ordinance.

ITEM 17.1. ATTACHMENT 1
Rancho Cordova City Council - DRAFT MINUTES
Meeting of Tuesday, April 2, 2024

11. PUBLIC HEARING ITEMS

None.

12. REGULAR CALENDAR ITEMS

12.1. Subject: Corridor Enhancement Plan Project Update.

Recommendation: Receive the presentation and provide feedback.

Vice Mayor Pulipati opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. Helen Whelan-Bashaw
Vice Mayor Pulipati closed the public comment period.

ACTION: Input was received regarding the Corridor Enhancement Plan Project Update.

12.2. Subject: Fiscal Year 2023-2024 Mid-Year Financial Update Report.

Recommendation: Receive the Fiscal Year 2023-24 Mid-Year Financial Report.

Vice Mayor Pulipati opened the public comment period. Seeing no speakers, Vice Mayor Pulipati closed the public comment period.

ACTION: Input was received regarding Fiscal Year 2023-2024 Mid-Year Financial Update Report.

12.3. Subject: American Rescue Plan Act (ARPA) Update.

Recommendation: Receive presentation and provide input.

Vice Mayor Pulipati opened the public comment period. Seeing no speakers, Vice Mayor Pulipati closed the public comment period.

ACTION: Input was received regarding the American Rescue Plan Act (ARPA) Update.

12.4. Subject: Fiscal Year 2024-2025 Community Enhancement & Investment Fund Grant Applications.

Recommendation: Staff to introduce and provide an update on the Fiscal Year 2024- 2025 Community Enhancement & Investment Fund grant applications received for Council consideration.

Vice Mayor Pulipati opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. Derald Langwell
Vice Mayor Pulipati closed the public comment period.

13. COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS

None.

14. ADJOURNMENT

Vice Mayor Pulipati adjourned the meeting at 7:34 p.m.

ITEM 17.1. ATTACHMENT 1
Rancho Cordova City Council - DRAFT MINUTES
Meeting of Tuesday, April 2, 2024

____________________
Stacy Leitner, CMC
City Clerk

ITEM 17.1. ATTACHMENT 2

CITY OF RANCHO CORDOVA

CITY COUNCIL MEETING
Tuesday, April 23, 2024
5:30 PM – Special Meeting/Work Session
David B. Roberts Council Chambers
City Hall
2729 Prospect Park Drive, Rancho Cordova

DRAFT MINUTES

1. SPECIAL MEETING - CALL TO ORDER/ROLL CALL

Mayor Sander called the Special meeting to order in the David B. Roberts Council Chambers at 5:42 p.m.

Council Members Present: Linda Budge, Garrett Gatewood, Siri Pulipati, Donald Terry, and Mayor David Sander
Council Members Absent: None
Staff Members Present: Stacy Leitner, Adam Lindgren, Persephonie Riley, and Micah Runner

2. PUBLIC COMMENT

Mayor Sander stated that public comment would take place at the time the agenda item was heard.

3. SPECIAL MEETING

3.1. Subject: Presentation on Fiscal Year 2024-25 Community Enhancement & Investment Fund Grant Applications.

Recommendation: Receive staff recommendations on the Fiscal Year 2024-25 Community Enhancement & Investment Fund grant applications.

Mayor Sander opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. Allie Dumas

2. Will Logo

ITEM 17.1. ATTACHMENT 2
Rancho Cordova City Council - DRAFT MINUTES
Meeting of Tuesday, April 23, 2024

3. Mike Marando

4. Deepak Gilra

5. Jenn Nidoy

6. Ed Kazmarek

7. Joshua Domingos

8. Ken Press

9. Bhaskar Vempati

10. Ashley Wilson

11. Derald Langwell

12. Nicole Mehta

Mayor Sander closed the public comment period.

Council Member Terry recused himself from application number 25 due to a conflict of interest related to his wife’s employment with the organization in application 25.

ACTION: Motion to approve staff recommendation regarding application number 25 by Budge second by Gatewood;
Motion passed with a 4:0 vote.

AYES: Budge, Gatewood, Pulipati, and Sander
NOES: None
ABSENT: None
RECUSED: Terry

ACTION: Input was received regarding the Presentation on Fiscal Year 2024-25 Community Enhancement & Investment Fund Grant Applications.

4. ADJOURNMENT

Mayor Sander adjourned the meeting at 7:49 p.m.
___________________
Stacy Leitner, CMC
City Clerk

ITEM 17.1. ATTACHMENT 3

CITY OF RANCHO CORDOVA

CITY COUNCIL MEETING
Monday, April 29, 2024
5:30 PM – Special Meeting/Closed Session
David B. Roberts Council Chambers
City Hall
2729 Prospect Park Drive, Rancho Cordova

DRAFT MINUTES

1. SPECIAL MEETING - CALL TO ORDER/ROLL CALL

Mayor Sander called the Special meeting to order in the David B. Roberts Council Chambers at 5:32 p.m.

Council Members Present: Linda Budge, Siri Pulipati, Donald Terry, and Mayor David Sander
Council Members Absent: Garrett Gatewood
Staff Members Present: Haley Arata, Adam Lindgren, Persephonie Riley, and Micah Runner

2. PUBLIC COMMENT

Mayor Sander opened the public comment period. Seeing no speakers, Mayor Sander closed the public comment period.

3. ADJOURN TO CLOSED SESSION

Mayor Sander adjourned the meeting to closed session at 5:33 p.m.

4. CLOSED SESSION - CALL TO ORDER/ROLL CALL

Mayor Sander called the closed session to order at 5:34 p.m.

Council Members Present: Linda Budge, Garrett Gatewood (arrived at 6:21 p.m.), Siri Pulipati, Donald Terry, and Mayor Daivd Sander
Council Members Absent: None

ITEM 17.1. ATTACHMENT 3
Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, April 29, 2024

Staff Members Present: Adam Lindgren and Micah Runner

5. CLOSED SESSION

Council met in closed session to discuss the following items:

5.1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (pursuant to California Government Code Section 54956.9(d)(1)) Stone Creek Residents for Smart Growth, an unincorporated association v. City of Rancho Cordova, and DOES 1-10 Respondent; Dermody Properties, and DOES 11-20 Real Parties in Interest.

Sacramento Superior Court Case No. 23WM000052.

5.2. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (pursuant to California Government Code Section 54956.9(d)(1)) DPML Bear Hollow, LLC, a Delaware limited liability company and DPML Stonecreek, LLC, a Delaware limited liability company v. City of Rancho Cordova, City Council of Rancho Cordova, and DOES 1 through 25, inclusive. Sacramento Superior Court Case No. 23WM000122.

5.3. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (pursuant to California Government Code Section 54956.9(d)(1)) Stone Creek Residents for Smart Growth, an unincorporated association v. City of Rancho Cordova, Respondent; Dermody Properties, and DOES 1-10 Real Parties in Interest. Sacramento Superior Court Case No. 23WM000026.

5.4. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (pursuant to California Government Code Section 54956.9(d)(1)) 350 Sacramento, a California non- profit benefit corporation; and Oscar Balaguer v. City of Rancho Cordova, a general law city; City Council for the City of Rancho Cordova, and DOES 1 to 10, inclusive.

Sacramento Superior Court Case No. 23WM000101.

6. OPEN SESSION - REPORT FROM CLOSED SESSION

City Attorney Adam Lindgren reported that the Council took up four cases, staff was given direction, and no reportable action was taken in closed session.

7. ADJOURNMENT

Mayor Sander adjourned the meeting at 7:03 p.m.
____________________
Stacy Leitner, CMC
City Clerk

MEMORANDUM

City Council Staff Report - Page 1 of 1

ITEM 17.2.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Darcy Goulart, Planning Manager

SUBJECT: SECOND READING OF AN ORDINANCE OF THE CITY COUNCIL OF

THE CITY OF RANCHO CORDOVA FOR THE SECOND AMENDMENT

TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

RANCHO CORDOVA AND CRESLEIGH HOMES CORPORATION

RELATIVE TO THE SUNRIDGE LOT J PROJECT

RECOMMENDATION

Waive the second reading and adopt the Ordinance.

RESULT OF RECOMMENDED ACTION

Adoption of the Ordinance would result in an amendment to the Development Agreement (DA) for Sunridge Lot J which would modify the terms of the DA to extend the expiration date to June 18, 2029, as further described in Attachment 2 of this staff report.

BACKGROUND

On April 2, 2024, the City Council waived the first reading and passed to a second reading of the Ordinance.

FISCAL IMPACT AND FUNDING SOURCE

There is no fiscal impact.

ATTACHMENT(S)

1. Ordinance

2. Exhibit A to the Ordinance - Second Amendment to Cresleigh Development Agreement

ITEM 17.2. ATTACHMENT 1 Ordinance No. XX-2024 Page 1 of 3

CITY OF RANCHO CORDOVA
ORDINANCE NO. XX-2024

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA

ADOPTING A SECOND AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR THE

SUNRIDGE LOT J PROJECT
THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA ORDAINS AS FOLLOWS:

SECTION 1. Recitals.

A.In order to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Section 65864, et seq., of the Government Code (the "Development Agreement Statute"), authorizing the City, and any person having a legal or equitable interest in the real property, to enter into a development agreement and establish certain development rights in the property, which is the subject of the development project application. Pursuant to Government Code section 65868, Development Agreements may be amended by mutual assent of the parties.

B.On May 15, 2006, the City and Cresleigh Homes Corporation entered into a Development Agreement for the Sunridge Lot J Project, consisting of 82 acres of low-density residential development (Ordinance No. 21-2006). The Sunridge Lot J Project is located at the southeast corner of Douglas Road and Rancho Cordova Parkway (hereinafter known as the “Property”).

C.On April 17, 2006, the City approved an Initial Study and a Mitigated Negative Declaration (“MND”) for the Tentative Subdivision Map of the Sunridge Lot J Project, pursuant to the California Environmental Quality Act (“CEQA”). In the Initial Study and MND, the City concluded that the Project would not have a significant impact on the environment due to the mitigation measures adopted by the City in the SDCP/SRSP EIR and the MND. All environmental impacts were reviewed and addressed at the time the Project was approved. All recitals and findings of determination in Ordinance No. 21-2006, which adopted the Development Agreement, are still accurate and relevant to this Amendment.

D.On May 19, 2014, the City Council adopted Ordinance No. 10-2014, which was recorded in the Official Records of Sacramento County as Book 20140723 Page 0827. The Ordinance amended certain sections of the Development Agreement including certain project approvals, the term of the Development, park development, and dedication obligations, among other material terms.

E.Pursuant to Government Code section 65868, the City and Landowner desire to modify the Development Agreement to extend the term of the Development Agreement to June 18, 2029.

F.On April 2, 2024, the City Council, as the legislative body for the purposes of Development Agreement approval, held a properly noticed public hearing pursuant to Government Code section 65867 and considered all comments received in writing and all testimony received at the public hearing. Following the public hearing, the Applicant is required to pay all costs associated with processing of the Second Amendment and maintain a minimum $5,000 deposit with the City for Development Agreement compliance review as the Project builds out.

ITEM 17.2. ATTACHMENT 1 Ordinance No. XX-2024 Page 2 of 3
SECTION 2. Findings.

Therefore, on the basis of: (a) the foregoing recitals, which are incorporated herein; (b) the City of Rancho Cordova’s General Plan and General Plan EIR; (c) the SDCP/SRSP EIR; and (d) the Sunridge Lot J MND, the City Council finds and determines that:

A.The Second Amendment to the Development Agreement is consistent with the objectives, policies, general land uses and programs specified and contained in the City’s General Plan in that: (a) the Project remains predominantly low-density residential and consistent with the General Plan and Zoning Code; (b) the only change made to the Development Agreement is to extend the term under the same terms and conditions previously approved.

B.Because the Second Amendment only extends the term of the Development Agreement, it is compatible with the uses authorized in, and the regulations prescribed for, the land use area in which the Property is located.

C.The Second Amendment to the Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Second Amendment will continue to implement land use guidelines set forth in the General Plan and help fund infrastructure needed to serve new development.

D.The Second Amendment will not be detrimental to the health, safety, and general welfare in that the Project will proceed in accordance with the programs and policies of the General Plan.

E.The Second Amendment will not adversely affect the orderly development of property, or the preservation of property values, in that the amendment is consistent with the General Plan.

F.The Second Amendment is consistent with and includes the substantive elements of Government Code sections 65864 through 65869.5 and has been processed consistent with all the procedural requirements thereof.

SECTION 3. Approval of Second Amendment to Development Agreement. The City Council hereby approves the Second Amendment to the Development Agreement, attached to this Ordinance and incorporated herein by reference as Exhibit A, and authorizers the City Manager to sign the amended Development Agreement after the effective date of this Ordinance.

SECTION 4. CEQA. Approval of this Ordinance Amendment is exempt from further environmental review under the general rule in California Environmental Quality Act (“CEQA”) Guidelines section 15061(b)(3) that CEQA only applies to projects that have the potential for causing a significant effect on the environment. The proposed Ordinance is exempt from CEQA because the only change is an extension of the term and it can therefore be seen with certainty that there will be no significant effect on the environment.

SECTION 5. Recordation. Within ten (10) days after the Second Amendment to the Development Agreement is executed by the City Manager, the City Clerk shall submit the Amendment to the County Recorder for recordation.

SECTION 6. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance

ITEM 17.2. ATTACHMENT 1 Ordinance No. XX-2024 Page 3 of 3
are severable. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable.

SECTION 7. Effective Date. Within fifteen (15) days after adoption, a Summary of this Ordinance shall be published once in the Grapevine Independent, or the Sacramento Bee, a newspaper of general circulation printed and published in Sacramento County and circulated in the City of Rancho Cordova, in accordance with Government Code section 36933. This Ordinance shall take effect 30 days after its adoption and, pursuant to Government Code section 66017(a), the fees established hereby shall be effective 60 days after the adoption of this Ordinance.

PASSED AND ADOPTED, by the City Council of the City of Rancho Cordova this 6th day of May 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________
David Sander, Mayor
ATTEST:
_____________________
Stacy Leitner, CMC
City Clerk

ITEM 17.2. ATTACHMENT 2
Exhibit A to the Ordinance

OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attn: City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)

SECOND AMENDMENT OF

DEVELOPMENT AGREEMENT BY AND BETWEEN

THE CITY OF RANCHO CORDOVA AND CRESLEIGH

HOMES CORPORATION

RELATIVE TO SUNRIDGE LOT J

ITEM 17.2. ATTACHMENT 2
Exhibit A to the Ordinance

SECOND AMENDMENT OF

DEVELOPMENT AGREEMENT BY

AND BETWEEN

THE CITY OF RANCHO CORDOVA

AND CRESLEIGH HOMES

CORPORATION

RELATIVE TO SUNRIDGE LOT J

This Second Amendment of the Development Agreement (“Second Amendment”) is entered into as of this ___ day of ____________ 2024, by and between the CITY OF RANCHO CORDOVA, a municipal corporation (“City”), and CRESLEIGH HOMES CORPORATION, a California Corporation (“Landowner”) pursuant to Government Code section 65864 et. seq., relating to Development Agreements. City and Landowner are hereinafter collectively referred to as the “ Parties,” and singularly as “Party.”

RECITALS

A. City and Landowner entered into a Development Agreement (the “Development Agreement”) dated May 15, 2006, and recorded on July 18, 2006, in the Official Records of Sacramento County as Book 20060718 Page 0928 establishing certain development rights for real property located in the City of Rancho Cordova, California, as more particularly described in Exhibit A-1 and Exhibit A-2 of the Development Agreement (the “Property”).

B. City and Landowner entered into a First Amendment to the Development Agreement which was adopted by the City Council through Ordinance No. 10-2014 on May 19, 2014, and recorded in the Official Records of Sacramento County as Book 20140723 Page 0827 which amended certain sections of the Development Agreement including certain project approvals, the term of the Development Agreement, park development and dedication obligations among other material terms.

C. Pursuant to Government Code section 65868, City and Landowner now desire to modify and revise the Development Agreement to extend the Term of the Development Agreement to June 18, 2029.

D. This Second Amendment affects the entire Property as more precisely defined in Exhibits “A-1” and “A-2” of the Development Agreement. This First Amendment is authorized by Section 11.2 of the Development Agreement and shall run with the Property.

E. On April 2, 2024, the City Council held a public hearing and introduced City Council Ordinance No.XX-2024 approving this Second Amendment. City adopted City Council Ordinance __- 2024 on May 6, 2024. On May 6, 2024, by Ordinance No. __-2024, the City Council found the adoption of this Second Amendment exempt from CEQA under Public Resources Code Section 21166 as the impacts of the Project have already been analyzed, and no substantial changes result from this Second Amendment.

NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. Amendment of the Development Agreement. The following sections of the Development Agreement are hereby amended as follows:

ITEM 17.2. ATTACHMENT 2
Exhibit A to the Ordinance

2. Revised Section 5.2. City and Landowner agree that Section 5.2 of the Development Agreement is hereby deleted in its entirety and replaced with the following:

“5.2 Term. Upon execution of the Second Amendment, the term of this Development Agreement shall commence on the Effective Date and extend to June 18, 2029, which date is a period of 5 (five) years and 13 (thirteen) days from the effective date of City Ordinance No. XX - 2024 approving the Second Amendment, unless said term is terminated, modified or extended by circumstances set forth in this Development Agreement. Following the expiration of the term, this Development Agreement shall not affect any right or duty created by City approvals for the Property adopted prior to, concurrently with, or subsequent to the approval of this Agreement.”

3. Consistency with General Plan . The City Council has found and determined that this Second Amendment is consistent with the General Plan and the Sunridge Specific Plan.

4. Amendment Applicable to Property. This Second Amendment applies to development of the Property and does not affect or apply in any manner with respect to the development of any other property within the Sunridge Specific Plan Area.

5. Amendment. This Second Amendment amends, but does not replace or supersede, the Development Agreement except as specified herein. As amended hereby with respect to the Property, the Development Agreement remains in full force and effect.

6. Incorporation of Recitals. The Preamble, Recitals, and all exhibits attached hereto are incorporated into this Second Amendment as if set forth herein in full.

7. Effective Date and Term of Second Amendment. The Effective Date of this Second Amendment is June 5, 2024 which is the effective date of City Ordinance No. __-2024, adopting this Second Amendment.

City Manager Authorization. City, a municipal corporation, has authorized this Second Amendment to be executed in two (2) duplicate originals, each of which is deemed to be an original, by its City Manager and attested to by its City Clerk under the authority of Ordinance No. __-2024 adopted by the City Council on the 6th day of May, 2024, and has caused this Second Amendment to be executed.

“CITY”

CITY OF RANCHO CORDOVA,
a municipal corporation

By: _________________________________
Name: Micah Runner
Its: City Manager
Date: _______________________________

“LANDOWNER”

CRESLEIGH HOMES CORPORATION, a

CALIFORNIA CORPORATION

By: ________________________________
Name:

Its:

Date: _______________________________
ATTEST:

__________________________________
City Clerk

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 17.3.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Albert Stricker, Public Works Director
Steve Harriman, Public Works Division Manager

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 2022-62-1 WITH ROUSH

LANDSCAPE SERVICES TO EXTEND THE CONTRACT TERM FROM
JUNE 30, 2025, TO JUNE 30, 2027, RESULTING IN AN INCREASE TO THE CONTRACT AMOUNT FROM $644,120 TO AN AMOUNT NOT TO
EXCEED $2,384,960 FOR CONTINUED LANDSCAPE MAINTENANCE

SERVICES FOR PUBLICLY-OWNED LANDSCAPE FACILITIES

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute Contract Amendment No. 2022-62-1 with Roush Landscape Services for landscape maintenance services. The amendment would extend the contract term from June 30, 2025, to June 30, 2027, resulting in an increase to the contract amount from $644,120 to an amount not to exceed $2,384,960 for continued landscape maintenance services for publicly-owned landscape facilities.

BACKGROUND

The City is responsible for landscape maintenance of City-owned parcels including street medians and frontages, bicycle trails, pedestrian paseos, and neighborhood greens in newly developed areas of the City. Well-maintained landscaping contributes to the beauty and positive image of Rancho Cordova neighborhoods. In July 2022, the City entered into an agreement with Roush Landscape Services (Contract No. 2022-62) to provide landscape maintenance services. The work scope for this contract includes turf mowing and edging, tree and shrub pruning, irrigation system maintenance, fertilization, litter removal, and weed control.

Since the execution of this contract, twelve new landscaped areas have been added to the contract scope, resulting in the need to increase the contract amount to continue to receive services for the remaining thirteen-month term. At this time, staff is also seeking approval of a two-year contract extension, which will result in an additional increase to the contract amount.

Staff anticipates the completion of additional landscape areas during the contract term that will be maintained under this contract.

City Council Staff Report - Page 2 of 2

City staff recommends the approval of Contract Amendment No. 2022-62-1 with Roush Landscape Services to extend the contract term from June 30, 2025, to June 30, 2027, resulting in an increase to the contract amount from $644,120 to an amount not to exceed $2,384,960 for continued maintenance services. This revised contract amount will fund 37 months of service.

The City will conduct a competitive request for proposals and execute a new contract for the term beginning July 1, 2027.

FISCAL IMPACT AND FUNDING SOURCE

The contract will be funded by special districts and has no impact on the City’s General Fund.

ATTACHMENT(S)

1. Resolution

2. Contract No. 2022-62-1

ITEM 17.3. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

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

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 2022-62-1 WITH ROUSH LANDSCAPE SERVICES TO EXTEND THE CONTRACT TERM FROM JUNE 30, 2025, TO JUNE 30, 2027, RESULTING IN AN INCREASE TO THE CONTRACT AMOUNT FROM $644,120 TO AN AMOUNT NOT TO EXCEED $2,384,960 FOR CONTINUED LANDSCAPE MAINTENANCE SERVICES FOR

PUBLICLY-OWNED LANDSCAPE FACILITIES

WHEREAS, in July 2022, the City entered into a three-year agreement with Roush Landscape Services (Contract No. 2022-62) to provide landscape maintenance services in newly developed areas; and

WHEREAS, since the execution of this contract, twelve (12) new landscaped areas have been added to the contract scope, resulting in the need to increase the contract amount to continue to receive services for the remaining thirteen-month term; and

WHEREAS, the amendment will also extend the contract term from June 30, 2025, to June 30, 2027, resulting in an increase to the contract amount from $644,120 to an amount not to exceed $2,384,960; and

WHEREAS, adoption of this Resolution will allow the City Manager to execute Amendment No. 1 with Roush Landscape Services for continued landscape maintenance services in newly developed areas; and
WHEREAS, these services will exceed the maximum amount the City Manager is authorized to approve; and
WHEREAS, the contract amendment will be funded by special districts and has no impact to the City's General Fund.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute Contract No. 2022-62-1 with Roush Landscape Services to extend the contract term from June 30, 2025, to June 30, 2027, and increase the contract amount from $644,120 to an amount not to exceed $2,384,960 for landscape maintenance services in newly developed areas in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th of May 2024 by the following vote:

AYES:

NOES:

ABSENT:

ITEM 17.3. ATTACHMENT 1 Resolution No. XX-2024 Page 2 of 2 ABSTAIN:

ATTEST:

David Sander, Mayor

Stacy Leitner, CMC
City Clerk

CONTRACT NO. 2022-62-1
First Amendment to General Services Agreement between June 1, 2024 City of Rancho Cordova and Roush Landscape Services Page 1 of 5

FIRST AMENDMENT TO THE GENERAL SERVICES AGREEMENT

BETWEEN THE CITY OF RANCHO CORDOVA AND ROUSH LANDSCAPE SERVICES This First Amendment to the General Services Agreement (“Amendment”) is made by and between the City of Rancho Cordova (“City”) and Roush Landscape Services (“Contractor”) as of June 1, 2024 City and Contractor are hereinafter collectively referred to as the "Parties."

RECITALS
WHEREAS, the Parties entered into a General Services Agreement (“GSA”) dated July 1, 2022 for the purpose of providing Landscape Maintenance Services in newly developed areas; and WHEREAS, this Amendment will extend the contract term from June 30, 202 5 to June 30, 2027 resulting in an increase to the contract amount from $644,120 to an amount not to exceed $2,384,960; and WHEREAS, the Parties agree that changes to the term an d services provided for in the G SA are necessary in order for the City to continue receiving services by Contractor.

NOW, THEREFORE, the Parties hereto agree as follows:

AGREEMENT

1. The Parties agree to modify the end date of the GSA from June 30, 202 5 to June 30, 2027 . The first sentence of Section 2 of the GSA, “Term,” is amended to read as follows:
"The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2027, unless the term of the Agreement is otherwise terminated at provided for in Section 13.”

2. Section 4 of the GSA, “Compensation of Contractor,” provides for the City to pay Contractor $644,120.

The Parties agree to amend Section 4 of the GSA in order to increase the compensation amount to pay Contractor for additional services . The firs t sentence of Section 4 of the G SA is amended to read as follows:
"The Contractor shall be paid $2,384,960 for performance of the Services pursuant to this Agreement.”

3. The document entitled “4.2 Monthly Maintenance Price Schedule, ” attached hereto as Exhibit A, shall replace and supersede the GSA's Exhibit A.

4. All other terms and conditions in the GSA shall remain in ful l force and effect to the extent they are not in conflict with this Amendment.

5. The signatures of the Parties to this Amendment may be executed and acknowledged on separate pages or in counterparts which, when attached to this Amendment, shall constitute one complete Amendment.

ITEM 17.3.

ATTACHMENT 2

CONTRACT NO. 2022-62-1

First Amendment to General Services Agreement between June 1, 2024 City of Rancho Cordova and Roush Landscape Services Page 2 of 5 IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year first above written.

CITY OF RANCHO CORDOVA CONTRACTOR

____________________________ ______________________________ Micah Runner, City Manager Richard Roush, Owner

Date:__________________ Date:__________________

Attest:

____________________________
Stacy Leitner, CMC, City Clerk

Date:__________________

Approved as to Form:

____________________________
Adam U. Lindgren, City Attorney

Date:__________________

Updated December 14, 2021

1948568.1

ITEM 17.3.

ATTACHMENT 2

CONTRACT NO. 2022-62-1
First Amendment to General Services Agreement between June 1, 2024 City of Rancho Cordova and Roush Landscape Services Page 3 of 5

EXHIBIT A
ITEM 17.3.

ATTACHMENT 2

CONTRACT NO. 2022-62-1

First Amendment to General Services Agreement between June 1, 2024 City of Rancho Cordova and Roush Landscape Services Page 4 of 5

ITEM 17.3.

ATTACHMENT 2

CONTRACT NO. 2022-62-1

First Amendment to General Services Agreement between June 1, 2024 City of Rancho Cordova and Roush Landscape Services Page 5 of 5

ITEM 17.3.

ATTACHMENT 2

MEMORANDUM
City Council Staff Report - Page 1 of 1

ITEM 17.4.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Albert Stricker, Public Works Director
Victor Ramos, Operations & Maintenance Technician

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2024-41 WITH MCGUIRE PACIFIC CONSTRUCTORS
FOR AN AMOUNT NOT TO EXCEED $543,815 FOR ON-CALL

OVERHEAD AND STREET SIGNAGE SERVICES

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute Contract No. 2024-41 with McGuire Pacific Constructors in an amount not to exceed $543,815 for on-call overhead and street signage services.

BACKGROUND

City staff advertised for a new contract to perform fabrication, delivery, installation and/or repair of City street signs. Routine maintenance activities include installation of new signs, and repairs or replacement of damaged or knocked down street signs in the public right-of-way. The scope of services covers street name signs, overhead traffic signs, specialty signs including vehicle speed feedback and rectangular rapid-flashing beacons, and various neighborhood entry signs.

Proposals were solicited on the City’s website, CIPList.com, Sacramento, Placer and El Dorado County Builders Exchanges on February 28, 2024. The City received one proposal from McGuire Pacific Constructors on March 14, 2024. Staff recommends awarding the contract to McGuire Pacific Constructors in an amount not to exceed $543,815 for on-call overhead and street signage services.

FISCAL IMPACT AND FUNDING SOURCE

The contract will be funded by a combination of Special District funds and Measure A. There is no impact on the City’s General Fund.

ATTACHMENT(S)

1. Resolution

2. Contract No. 2024-41

ITEM 17.4. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2024-41 WITH MCGUIRE PACIFIC CONSTRUCTORS IN AN AMOUNT NOT TO EXCEED $543,815 FOR ON-CALL OVERHEAD AND STREET SIGNAGE SERVICES

WHEREAS, the City solicited proposals for on-call overhead and street signage services under the requirements of State law on February 28, 2024; and

WHEREAS, the City received one proposal from McGuire Pacific Constructors on March 14, 2024; and

WHEREAS, the new contract will include on-call services consisting of new installations, repairs, resetting and replacement of street signs, overhead traffic signs, specialty signs like vehicle speed feedback and rectangular rapid-flashing beacons, and various neighborhood entry signs; and

WHEREAS, adoption of this Resolution will award Contract No. 2024-41 to McGuire Pacific Constructors in an amount not to exceed $543,815 for on-call overhead and street signage services; and

WHEREAS, the services will exceed the maximum amount the City Manager is authorized to approve; and

WHEREAS, funding for the contract will be from a combination of Special District funds consisting of Road Maintenance Assessment Districts, Annexation, and Community Facilities Districts 2008-1, 2014-2, and 2018-2, and Measure A. There is no impact on the City’s General Fund.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute Contract No. 2024-41 with McGuire Pacific Constructors in an amount not to exceed $543,815 for on-call overhead and street signage services in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of May 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ITEM 17.4. ATTACHMENT 1 Resolution No. XX-2024 Page 2 of 2 ATTEST:

David Sander, Mayor

Stacy Leitner, CMC
City Clerk

GENERAL SERVICES AGREEMENT BETWEEN
THE CITY OF RANCHO CORDOVA AND MCGUIRE PACIFIC CONSTRUCTORS (Contractor) TH
IS AGREEMENT (hereinafter referred to as “Agreement”) is made by and between the City of Rancho Cordova, a California municipal corporation, (herein “City”) and McGuire Pacific Constructors, (herein “Contractor”), as of July 1, 2024.

Section 1. SERVIC ES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A (“Services”) at the time and place and in the manner as specified therein. In the event of a conflict or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

Section 2. TERM. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2027, unless the term of th is Agreement is otherwise terminated as provided for in Section 1 3.

The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 13.

Section 3. CONTRACT ADMINISTRATOR. This Agreement shall be administered by Victor Ramos ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

Section 4. COMPE NSATION OF CONTRACTOR. The Contractor shall be paid five hundred forty - three thousand and eight hundred fifteen dollars ($543,815) for performance of the Services pursuant to this Agreement. The Contractor shall submit invoices to the Contract Administrator on a monthly basis detailing the Services performed. In the event of a conflict between this Agreement and Contractor’s Exhibit A regarding the amount of compensation, the Agreement shall prevail. Upon receipt and approval of the Contractor’s invoices, the City shall remit payment to the Contractor for Services provided within thirty (30) days. Payment to Contractor shall be considered as full compensation for performing the Services.

City’s failure to discover or object to any unsatisfactory work or billing prior to payment will not constitute a wai
ver of City’s right to request Contractor to correct such work or billings or seek any other legal remedy.

Section 5. PE RFORMANCE STANDARDS.

A. Cont ractor shall comply with all applicable laws now in force or which may hereafter be in force with regard to the provision of Services and this Agreement.

B. Contractor represents that it has the skills, expertise, licenses and permits necessary to perform the Services. Contractor shall perform all such Services in the manner and according to the standards observed by a competent practitioner of the same profession in which Contractor is engaged and in accordance with applicable industry standards. Permits and/or licenses shall be obtained and maintained by Contractor without additional compensation throughout the term of this Agreement.

Section 6. PREVA
ILING WAGES. Pursuant to the provisions of Articles 1 and 2 of Chapter 1, Part 7, Division II, of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages, and not less than the general prevailing rate of per diem wages for holidays and overtime work, for each craft, classification or type of worker needed to execute the work contemplated under this Agreement shall be paid to all workers, laborers, and mechanics employed in the execution of said work by Contractor, ITEM 17.4.

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or by any subcontractor doing or contracting to do any part of said work. The appropriate determination of the Director of the California Department of Industrial Relations is filed with and available for inspection at 2729 Prospect Park Drive, Rancho Cordova, CA 95670, the office of the Clerk of the City. Contractor shall post, at each job site, a copy of such prevailing rate of per diem wages as determined by the Director for the California Department of Industrial Relations.

Section 7. S
TATUS OF CONTRACTOR.

7.1 INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, Contractor shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Contractor only insofar as the results of Contractor 's services rendered pursuant to this Agreement and assignment of personnel ; however, otherwise City shall not have the right to contro l the means and methods by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by Contractor are employees and agents of Contractor and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees or agents, or any other person resulting from performance of this Agreement.

Not
withstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, in cluding but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contractor shall not allow any employee, agent or subcontractor to become eligible for a claim for PERS benefits.

7.2 Contractor Not an Agent. E
xcept as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.

Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 8. I
NSURANCE REQUIREMENTS . Prior to beginning any Service under this Agreement, Contractor, at its own cost and expense, shall procure insurance coverage at such levels of coverage, scope, limits, and/or forms as set forth in Exhibit B (“Insurance Requirements”) hereto. Contractor shall provide proof satisfactory to City of such insurance and maintain the insurance throughout the term of this Agreement.

Section 9. INDEM NIFICATION AND CONTRACTOR’S RESPONSIBILITIES.

9.1 General Requirement. Contractor shall indemnify, defend with counsel selected by the City, and hold harmless City, its officers, agents, employees and representatives from and against any and all claims, losses, liabilities or damages, demands and actions, including payment of reasonable attorney’s fees, arising out of or resulting from Services performed pursuant to this Agreement caused in whole or in part by any negligent or wil lful act or omission of ITEM 17.4.

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Contractor, its officers, agents, employees, or anyone directly or indirectly acting on behalf of Contractor. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

9.2 PERS Indemnification. I
n the event that Contractor or any employee, agent, or
subcontractor of Contractor providing Services under this Agreement is determined by a court of competent jurisdiction of the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any and all employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and any attorneys’ fees and costs incurred by the City to enforce this Section.

Section 10. NONDI
SCRIMATION AND EQUAL OPPORTUNITY . Contractor shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this section in any subcontract approved by the City.

Section 11. AMENDM
ENTS. No modification or amendment of this Agreement is effective unless made in writing and signed by both the City and Contractor.

Section 12. ASSI GNMENT AND SUBCONTRACTING . Contractor shall not assign or transfer any interest in this Agreement without the prior written consent of the City.

Section 13. TERM INATION. Either party may terminate this Agreement without cause, upon 30 days written notice to the other party. In the event of termination, Contractor shall be entitled to payment for Services then satisfactorily completed. Contractor shall not be entitled to any claim against City for any additional compensation or damages in the event of such termination.

ITEM 17.4.

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Section 14. NOTICES. All notices that are regarding this Agreement shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parti es at the following addresses:

City: Cit y of Rancho Cordova
O&M Division
3303 Luyung Drive
Rancho Cordova, CA 95742
ATTN: Victor Ramos

Contractor: McGuire Pacific Constructors
P.O. Box 4072
Auburn, CA 95604
Attn: John McGuire
Email: [email protected]

Section 15. G
OVERNING LAW AND VENUE . The laws of the State of California shall govern this Agreement. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Sacramento or in the United States District Court for the Eastern District of California.

Section 16. AT
TORNEY’S’ FEES. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

Section 17. SEVER ABILITY. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

Section 18. N
O IMPLIED WAIVER OF BREACH. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

Section 19. S
URVIVAL. The obligations of this Agreement, which by their nature would continue beyond the term or expiration of the Agreement, including without limitation obligations regarding indemni fication shall survive the term or expiration of this Agreement.

Section 20. IR
S Form W-9. Contractor shall complete and submit Internal Revenue Service Form W -9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.

Section 21. E
NTIRE AGREEMENT. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A , and the insurance requirements attached hereto and incorporated herein as Exhibit B, represents the entire and integrated Agreement between City and Contractor and supersedes ITEM 17.4.

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all prior negotiations, representations, and Agreements regarding the subject matter of this Agreement, either written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above, which date shall be considered the effective date of this Agreement.

CITY OF RANCHO CORDVA CONTRACTOR

By: By:

Micah Runner, City Manager John McGuire, Owner

Date: _______________________________ Date: ______________________________

APPROVED AS TO FORM:

By:

Adam U. Lindgren, City Attorney

ATTEST:

By:

Stacy Leitner, CMC, City Clerk

ITEM 17.4.

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SECTION 2

SCOPE OF SERVICES

2.1 WORK GU
IDANCE
All work to be done by any Proposer selected to perform the work outlined in this RFP shall be guided by the County of Sacramento, Municipal Services Agency Standard Construction Specifications, adopted 2016, and this RFP, herein referred to as Special Provisions. Copies of the Standard Construction Specifications may be obtained from https://saccountyspecs.saccounty.net/Pages/default.aspx.

2.2 DESCRIP

TION OF WORK EXPECTATIONS
The Contractor shall furnish all signs and materials and deliver them to the City ’s Corporation Yard for routine sign replacement and repair.

The Contract
or shall also furnish all labor, equipment , and materials required for new installations, repairs, and replacement of post and signs within the City.

Annual n
eighborhood sign replacement projects , consisting of replacement of wood post with Unistrut metal post assemblies and/or replacement of faded/outdated signage.

The City’s sign
age consists of regulatory, warning, guide, specialty.

2.2.1 ON-CALL SIG

NAGE REPAIRS
The Contractors responsibilities consist of new installations, resetting, repairing and/or replacement of, but not limited to, the following:
• Overhead T
raffic Signs: Regulatory, Guide, and Warning
• Sign Post
• Specialty Signs ( vehicle speed feedback, rectangular rapid-flashing beacon, and a variety of neighborhood entry signs)
All work or
ders shall be completed in a timely manner. The final schedule of how the services will be performed shall be negotiated with the Contractor to provide the highest level of service in the most cost-effective manner.

2.2.2 FABRICATE AND DELIVER SIGNS AND MATERIALS
The Contractor shall furnish all labor, equipment and materials to manufacture and deliver traffic signs. All new signs shall be 0.080” thick ASTM B209 alloy 6061 – T6 flat aluminum with an anti- graffiti coating. Street name, vehicle speed feedback, and specialty signs specifications examples can be found in Appendix C.

All signs and
materials shall be delivered to the City’s Corporation Yard located at 3303 Luyung Drive Rancho Cordova, CA 95742.

2.3 COMMENC

EMENT OF WORK
Proposers acknowledge that the submittal of proposals does not constitute any acceptance of work by the City. Additionally, the receipt of award of contract to any Proposer shall not constitute any authority to enter upon sites for work and begin street signage services. Work shall commence only upon formal ITEM 17.4.

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exec
ution of a contract between the City and Contractor, and a written notice to proceed from the Contract Manager to the Contractor.

The City seeks to make a selection of a Contractor and execute a contract for Overhead and Street Signage Services by July 1, 2024. Proposers acknowledge that they are prepared to execute a contract and begin prosecuting work within this time. Any Proposer unable to meet this timeframe shall not be considered for award.

In the event the selected Contractor fails to adequately perform o verhead and signage services to standards identified in this RFP and as appended to the executed contract, the City reserves the right to terminate the contract.

2.4 TERM OF AGREEMENT
Any contract resulting from a submitted RFP is expected to be from July 1, 2024, through June 30, 2027.

If mutually agreeable to both parties, any resultant c ontract may be extended for an additional one (1) year term. However, in no case shall the contract be extended more than two (2) additional years.

Failure of the Contractor to diligently prosecute the work as defined herein will be considered as grounds for termination of the contract.

Failure to provide an adequate working force shall be considered as grounds for the termination of the contract.

This contract may be terminated by the City upon thirty (30) calendar days prior written notice addressed to the last known address of the Contractor. In the event of such termination, the Contractor shall be paid for all work which has been completed up to the effective date of such termination.

2.5 UNSCHEDULED (EXTRA) WORK ITEMS
Proposers shall submit prices for each unscheduled (extra) work items listed in Section 4, Cost Schedule, as itemized and further described in Section 4. 3, Unscheduled (Extra) Work Unit Price Schedule. Said prices shall include all materials, labor and equipment necessary to perform such unscheduled (extra) work items. The unit prices listed for unscheduled (extra) work items shall be in effect for the duration of any contract executed with the selected Contractor.

Proposers understand that not all possible unscheduled (extra) work items can be foreseen and provided a line item. As such, Proposers acknowledge that any work required outside of unscheduled (extra) work items in the Cost Schedule shall be negotiated between the City and the Contractor in a written “not to exceed” estimate format.

The selected Contractor is expected to perform all unscheduled (extra) work upon request and/or approval from the City in a timely manner.

2.6 SUBCONTRACTORS
Proposers requiring the provision of additional services from subcontractors acknowledge that all proposed subcontractors shall adhere to the same standards of work as described in this RF P. Proposers further acknowledge that the selected Contractor shall be required to perform, with the Contractor’s own ITEM 17.4.

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o
rganization and employees, not less than fifty percent (50%) of the value of all work conducted under executed contract.

Any Proposer submitting proposals for work that includes the use of subcontractors shall additionally submit a filled-out Section 5.4, Designation of Subcontractors.

2.7 ADDITIONAL CONTRACT PROVISION
Further special provisions guiding the execution of a contract for Overhead and Street Signage Services are fully described in Appendix A, Additional Special Provisions.

The additional special provisions, as described in Appendix A, include items such as Prevailing Wage, Payroll Records, Traffic Management, Regulations of Work, Payment, and other special provisions.

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APPENDIX A

ADDITIONAL SPECIAL PROVISIONS

C.1) PAYROLL RECORDS
Attention is directed to Section 1776 of the Labor Code of the State of California. Regulations complementing said Section 1776 are located in Section 16000 and Sections 16400 through 16403 of Title 8, California Administrative Code. The Contractor is required to comply with the provisions of Section 1776 of said Labor Code. The Contractor shall also be responsible for compliance by its subcontractors.

C.2) PRESERVATION OF PROPERTY
Attention is directed to Section 13 -1.01, “Preservation of Property” of the Standard Construction Specifications and these Special Provisions.

The Contractor shall take every precaution to protect all public and private property during the performance of this contract. Any damage caused by the Contractor’s personnel or equipment will promptly be repaired to the condition existing before the damag e. If, in the opinion of the Contract Manager, repair is not possible, the damaged facilities will be replaced in kind and size. All costs for such repairs or replacements shall be the sole responsibility of the Contractor. Damages to City facilities due to the Contractor’s lack of performance in accordance with these specifications are the Contractor’s responsibility.

Full compensation for conforming to the requirements of this Section shall be considered as included in the prices paid for the various contract items of work, and no separate payment will be made, therefore.

C.3) TRAFFIC MAINTENANCE
Attention is directed to Section 7 -1.04, “Public Safety,” and Section 12, “Temporary Traffic Control,” of the Standard Specifications, the Uniform Manual of Traffic Control Devices (the latest edition of the California Supplement), and these Special Provisions.

Typically, a minimum of one (1) traffic lane (not less than 3.66 m (12 feet wide), per direction, shall be allowed for closure during construction activity, or as defined within the approved traffic control plan. All other traffic lanes shall be open for public vehicular traffic at all times during non -construction activity.

No work that interferes with public traffic shall be performed between 3:30 p.m. and 8:30 a.m. except work required under Section 7 -1.03, “Public Convenience,” and Section 7 -1.04, “Publ ic Safety” or by special approval of the Contract Manager.

Prior to performing any work, under this contract the Contractor shall prepare and submit a Traffic Control Plan (TCP) to the Contract Manager for review. Note: To avoid delays, the Contractor is encouraged to submit in advance, several standard TCP’s covering the most common maintenance situations anticipated, prior to the start of the contract period. ALL night work (if any) requires a MANDATORY TCP, for each occurrence.

If traffic controls are required for any operation under this contract to ensure the safety of workers and the public, a TCP must be submitted to the Contract Manager four (4) working days in advance of performing said operation. The Contractor must receive written approval from the Contract Manager prior to implementing any traffic controls and notify Police, and Fire at least twenty -four (24) hours in advance of implementing the traffic controls. Review and approval of a TCP by the Contract Manager is ITEM 17.4.

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b
ased upon general conformance with f ederal, state, and local regulations and standards and does not relieve the Contractor of responsibility for the safety of its workers and the public.

If any component in the Contractor’s traffic control system is displaced, damaged, or ceases to operate correctly, f or any cause, during the life of the work, the Contractor shall immediately repair said component to its original condition or replace said component and shall restore the component to its original location, noncompliance may result in work stoppage by the Contract Manager.

Full compensation for conforming to the requirements of this Section shall be considered as included in the prices paid for the various contract items of work, and no separate payment will be made, therefore.

C.4) REGULATIONS AND CONDUCT OF WORK
The Contractor shall plan and conduct the work to comply with federal, state, and local government agencies’ applicable rules, regulations, codes, and ordinances to adequately safeguard persons and property from injury. The Contractor shall direct the performance of the work in compliance with reasonable safety regulations and work practices, and with applicable federal, state, and local laws, rules and regulations including but not limited to “Occupational Safety and Health Standards” promulgated by the U.S. Secretary of Labor, and Safety Orders of the California Division of Industrial Safety.

C.5) PERSONNEL
All work shall be performed by qualified and trained personnel with a minimum of two (2) years of experience in overhead and street signage maintenance. Experience must include use of typical tools and operation of commonly used equipment. All workers shall be neat and orderly in appearance.

C.6) SUPERVISION
The Contractor shall provide a competent superintendent during all times that work is being performed with authority to represent and act for the Contractor in any matter pertaining to this contract. The Contractor shall furnish the names of all such super intendents to the Contract Manager prior to the commencement of this contract and further advise of any changes.

C.7) DISMISSAL OF UNSATISFACTORY EMPLOYEES
The Contractor shall only furnish workers who are competent and skilled for work under this contract. If, in the opinion of the Contract Manager, an employee of the Contractor is incompetent or disorderly, refuses to perform in accordance with the contract specifications, threatens or uses abusive language while on City property, does not meet safety requirements or is otherwise unsatisfactory, that employee shall be removed from all work under this contract. Contractor shall remove an unsatisfactory employee from contract sites immediately following notification.

C.8) PAYMENT
Attention is directed to Section 8, “Measurement and Payment,” of the Standard Construction Specifications. The following shall be substituted with regard to invoicing procedure.

The Contractor’s invoice shall include:

Invoice Number
Invoice Date
City’s Contract Number
Period Service Provided (Date from – Date to)
ITEM 17.4.

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A
breakdown of each work order completed with a description of work performed the quantity of the materials used, unit cost, and total cost.

Billing shall be submitted to the following address:

City of Rancho Cordova
Public Works Department
3303 Luyung Drive
Rancho Cordova, CA 95742
ATTN: Victor Ramos

C.9) WITHHOLDING OF PAYMENT
For work deemed by the Contract Manager, as not meeting the requirements of the contract specifications, the City shall withhold payments or percentages thereof for work not completed, or until work is completed as per contract specifications. The City shall withhold payments or percentages thereof for work that is not completed on schedule.

C.10) FAILURE TO PERFORM
If the Contractor, or his representative, fails to perform in accordance with the terms and conditions of this contract, the Contract Manager will specify the reasons and locations as applicable by written correspondence. Failure by the Contractor to correct any deficiencies within one (1) calendar week of notification may result in withholding of payment. Failure by the Contractor to correct any deficiencies within two (2) calendar weeks or more may result in a formal written warning (60 -day Notice) to the Contractor specifying that such deficiencies must be corrected. Failure by the Contractor to correct such deficiencies within the 60-day specified time period may result in the termination of this contract.

In the event of termination, the City shall be liable only for payment of those services performed and accepted by the City prior to the date of termination. Any damage to property caused by the Contractor’s inability to meet specifications shall be recovered by withholding payments.

C.11) INSPECTION
The Contractor must notify the Contract Manager anytime the Contractor, or his representatives are in the City contributing to the execution of this contract.

The Contractor may receive an inspection report from the Contract Manager. This form will indicate any deficiencies in the work performance of the Contractor. The Contract Manager, or their designee, may inform the Contractor by telephone of urgent deficiencies for immediate attention or repairs. Inspection by City staff may occur the following day the Contractor has serviced the areas.

The lack of inspections by the City staff does not relieve the Contractor of his obligations to provide services as required by these specifications. Lack of receipt of inspection reports does not relieve the Contractor of his duties to provide services as required by these specifications.

C.12) COMPLIANCE WITH STANDARD TERMS & CONDITIONS
The Contractor agrees to be bound by the City’s standard contract conditions, a sample of which is attached to this RFP (Appendix A), and to all other terms and conditions in this RFP.

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C
.13) INSURANCE
The Contractor, upon being notified of being awarded the contract, shall have their Certificate of Insurance delivered to City of Rancho Cordova Public Works Department, 3303 Luyung Drive, Rancho Cordova, CA 95742, Attn: Contract Manager. Contractor’s insurance shall comply with all insurance requirements, as shown in Appendix B. No goods or services shall be rendered by the C ontractor until a valid Certificate of Insurance is on file with the City.

C.14) INDEMNITY
The Contractor indemnifies the City as stated in Section 9 of the General Services Agreement.

C.15) CODES AND LEGAL REQUIREMENTS
(a) All reference to codes, specifications, and standards in the contract documents shall mean, and are intended to be, the latest editions, amendments, and/or revisions of such reference documents in effect, as of the date of this contract.

(b) Authorities shall apply the minimum work requirements available to any work done for this project. Nothing described in these contract documents shall be construed to permit work not conforming to the most stringent of applicable codes and regulations.

(c) When contract documents call for materials or construction of better quality or larger size than required by applicable codes, laws, rules, or regulations, the contract documents shall take precedence.

C.16) TERMINATION
Any contract resulting from this RFP may be canceled by either party upon thirty (30) calendar days advance notice in writing. As stated in Section 13 of Appendix C.

C.17) SOUND CONTROL REQUIREMENTS
Sound control shall conform to the provisions in Section 12-1.09 B, “Noise” of the Standard Construction Specifications.

The noise level from the Contractor’s operations, between the hours of 8:00 p.m. and 7:00 a.m., shall not exceed 86 dbA at a distance of 15 m (50 feet). Said noise level requirement shall apply to all equipment on the work or related to the work, including but not limited to trucks, transit mixers or transient equipment that may or may not be owned by the Contractor. The u se of loud sound signals shall be avoided in favor of light warnings except those required by safety laws for the protection of personnel.

Full compensation for conforming to the requirements of this section shall be considered as included in the contract prices paid for the various contract items of work involved, and no additional compensation will be allowed, therefore.

C.18) COOPERATION
The Contractor’s attention is directed to Section 5 -5, “Cooperation with Other Entities,” of the Standard Construction Specifications. The Contractor shall notify United Service Alert (USA) prior to commencing any excavation: Underground Service Alert (USA) – 811.

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C
.19) PUBLIC CONVENIENCE
Public convenience shall conform to the provisions in Section 7 -1.03, “Public Convenience,” of the Standard Specifications. The Contractor shall limit his operations to weekdays between the hours of 7:00 a.m. to 6:00 p.m. unless otherwise approved by the Contract Manager.

No work will commence before 8:30 a.m. on the City’s main arterial and collector street s without prior written approval by the Contract Manager.

Temporary closure of driveways may be allowed subject to the advance written approval of the affected property owners and the Contract Manager. Prior to the closure of a driveway, the Contractor shall coordinate and notify the property owner at least twice of such closure. The Contractor shall deliver closure notices to residents and operators of commercial properties seventy-two (72) hours prior to each closure, (twenty-four (24) hour notice for emergency repairs).

It is the Contractor’s responsibility to provide and accommodate all residents, operators of commercial properties, and property owners’ specific needs for driveway and pedestrian access at all times.

Full compensation for conforming to the requirements of this section shall be considered as included in the contract prices paid for the various contract items of work involved, and no additional compensation will be allowed, therefore.

C.20) OBSTRUCTIONS
The Contractor shall exercise due caution in performing work so as not to damage the utilities. The work specified shall be so conducted by the Contractor as to permit the utility companies to maintain their services without interruption. Utilities which are to remain in place shall be worked around and protected from damage or interruption of service. The Contractor shall coordinate his work with the utility companies where utilities are to be relocated or set to grade.

Construction area signs shall be furnished, installed, maintained, and removed when no longer required by the Contractor following the provisions in Section 12, “Safety, Public Convenience, and Traffic Control,” of the Standard Construction Specifications.

Full compensation for conforming to the requirements of this Section shall be considered as included in the contract prices paid for the various contract items of work involved, and no additional compensation will be allowed, therefore.

C.21) MOBILIZATION
Mobilization shall be in accordance with Section 8 -1.03, “Payment for Mobilization,” of the Standard Construction Specifications.

C.22) WORK ORDER
Requests for maintenance are made via a Work Order (WO). WO’s are originated by City staff during regular City business hours in response to observed or reported maintenance deficiencies. Delivery of the written WO’s will be via e-mail and be made directly to the Contractor or designated supervisor.

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ATTACHMENT 2

ITEM 17.4.

ATTACHMENT 2

SCHOOL
SPEED
LIMIT
NO
STOPPING7 9 1 3 TO
TO A.M.

P.M.
23 3

CORDOVA SCHOOL ZONE PROJECT

CONSTRUCTION DETAIL

RECORD DRAWING
ITEM 17.4.

ATTACHMENT 2

Wayfinding
ITEM 17.4.

ATTACHMENT 2

Wayfinding
ITEM 17.4.

ATTACHMENT 2

ITEM 17.4.

ATTACHMENT 2

ITEM 17.4.

ATTACHMENT 2

18'-6"
14'-6"
11'-2"
4'-6" 3'-0" 6" 6'-0"
2'-0"
3"
City of
RANCHO

CORDOVA
7'-0"
2'-0"6"
3'-0"
EST. 2003
1'-4"
3"
2 1
3 5
6 7
8 9
10 11
12 1
2 2
1 3
4 6
5 4
9 11
4 City of
RANCHO

CORDOVA
EST. 2003
4'-0"
6'-10"
KEY:

COMPOSITE TILE ROOF
3" X 3" DECORATIVE RAFTER
6" X 6" SUPPORT BEAM

ALUMINUM DIRECTIONAL SPOTLIGHT

CLAPBOARD SIDING

PRECAST CONCRETE SIGN

CONCRETE CAP

PRECAST CONCRETE FRAME AROUND

PURPLE HEART COMMUNITY SIGN

RIVER ROCK CULTURED STONE VENEER

STAMPED AND COLORED CONCRETE

MEDIAN PAVING

MEDIAN CURB

ASPHALT PAVEMENT
1 2
3 4
5 6
7 8
9 10
11 12

FRONT ELEVATIONSIDE ELEVATIONBACK ELEVATION

ROOF PLAN VIEW
14'-0"

FOLSOM BOULEVARD MONUMENT SIGN
RANCHO CORDOVA, CALIFORNIAJUNE, 2020
ITEM 17.4.

ATTACHMENT 2

ELEVATION
SCALE

DRAWING

DATEREVISIONS
PREPARED BY APPR.

SHEET
DATE

CITY OF RANCHO CORDOVA

PUBLIC WORKS DEPARTMENT

TRUSTED ENGINEERING ADVISORS
Bennett Engineering Services
1082 Sunrise Avenue, Suite 100
Roseville, California 95661
T 916.783.4100
F 916.783.4110

SIDE ELEVATION
43 S-1

SIGN DESIGN

RANCHO CORDOVA GATEWAY SIGN
ITEM 17.4.

ATTACHMENT 2

62461
9/30/23

SUNRISE/FOLSOM BLVD SAFETY IMPROVEMENTS PROJECT
9/9/2022

YELENA SELYUZHITSKIY

HAMID ZOLFAGHARI

KRISTIN CALIA

SOLAR SPEED FEEDBACK SIGN DETAILS

NO SCALE

ELECTRICAL DETAILS
ITEM 17.4.

ATTACHMENT 2

EXHIBIT B

INSURANCE REQUIREMENTS

Before beginning any work under this Agreement, Contractor , at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors. Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Professional shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor 's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor shall maintain all required insurance listed herein for the duration of this Agreement.

1. Workers’ Compensation. C
ontractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Contractor may rely on a self-insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Contractor, if a program of self -insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

An en
dorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

Contractor shall notify City within fourteen (14) days of notification from Contractor’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Contractor does not have any employees.

2. Commercial General and Automobile Liability Insurance.

2.1 General requirements. C ontractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general ITEM 17.4.

ATTACHMENT 2

aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.

2.2 Minimum scope of coverage. C
ommercial general liability coverage shall be at
least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

2.3 Additional requirements. E
ach of the following shall be included in the insurance coverage or added as an endorsement to the policy:

a. Ci
ty and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor , including the insured’s general supervision of Contractor ; products and completed operations of Contractor; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.

b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage.

d. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within fourteen (14) days of notification from Contractor’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

ITEM 17.4.

ATTACHMENT 2

3. All Policies Requirements.

3.1 Acceptability of insurers. A ll insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

3.2 Verification of coverage. P rior to beginning any work under this Agreement, Contractor shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.3 Subcontractors. C
ontractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

3.4 Deductibles and Self-I
nsured Retentions. Contractor shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

Dur
ing the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Contractor may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Contractor procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

3.5 Waiver of Subrogation. C
ontractor hereby agrees to waive subrogation which any
insurer or contractor may require from vendor by virtue of the payment of any loss.

Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Contractor, its employees, agents, and subcontractors.

3.6 Notice of Reduction in Coverage. I
n the event that any coverage required by this
section is reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor ’s earliest possible opportunity and in no case later than five (5) days after Contractor is notified of the change in coverage.

ITEM 17.4.

ATTACHMENT 2

4. Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach:

 Obt
ain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; and

 Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or

 Terminate this Agreement.

ITEM 17.4.

ATTACHMENT 2

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 17.5.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Michelle Mingay, Finance Manager

SUBJECT: A RESOLUTION APPROVING THE RATE AND METHOD OF

APPORTIONMENT OF SPECIAL TAXES WITHIN AN IMPROVEMENT

AREA TO BE ANNEXED INTO THE CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would approve the annexation of Improvement Area No. 2 into the Community Facilities District (CFD), establish a bond authorization and appropriation limit for Improvement Area No. 2 in a specified amount, approve the Rate and Method of Apportionment (RMA) for Improvement Area No. 2 and direct the City Clerk to execute and record the Boundary Map and Notice of Special Tax Lien for Improvement Area No. 2.

BACKGROUND

On July 3, 2023, the City adopted a Resolution of Intention to establish a Community Facilities District (CFD) and Future Annexation Area for the Grantline 220 project. On August 7, 2023, the City adopted the Resolution forming CFD No. 2023-1 pursuant to the Mello-Roos Community Facilities Act of 1982 (State of California Government Code Section 5311 et seq.) (the “Act”).

The action defining the Future Annexation Area for the District provided for a more efficient process for the annexation of property when the property owners have provided for their unanimous consent. Defining the Future Annexation Area provided the Resolution of Intention, noticing, and public hearing for the entire future annexation area so these steps do not need to be repeated for each annexation.

The Resolution of Formation provides that annexations into the CFD from land within the Future Annexation Area may be made by Request and Unanimous Approval for Annexation and Landowner-Voter Ballot (the “Unanimous Approval”) of the landowner. The two owners who collectively own all the territory within the Future Annexation Area (the “Owners”) desire to annex land within the Future Annexation Area to the CFD as newly created “Improvement Area No. 2” of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (“Improvement Area No. 2”). In April 2024, the Owners executed and delivered to the City a Unanimous Approval with respect to their parcels in the area desired to be annexed into Improvement Area No. 2, in which each Owner has requested (i) annexation of the parcels

City Council Staff Report - Page 2 of 2

described in Exhibit A to its Unanimous Approval, into the CFD, (ii) establishing the Rate and Method of Apportionment of Special Tax (the “RMA”) for Improvement Area No. 2 substantially in the form attached as Exhibit B to the Unanimous Approval, (iii) establishment of a bond authorization and appropriation limit for Improvement Area No. 2 in a specified amount, and (iv) voted in favor of the annexation.

FISCAL IMPACT AND FUNDING SOURCE

There is no fiscal impact to the City. Any Special Tax Bonds to be issued on behalf of the CFD are secured solely by the Special Tax levies within the District and are not debt of the City's General Fund.

ATTACHMENT(S)

1. Resolution

2. Boundary Map

3. Unanimous Approval - Lennar Homes

4. Unanimous Approval - Lennar Landbank (Grantline 220 CFD 2023-1)

ITEM 17.5. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 3

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

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

OF CALIFORNIA, APPROVING A RATE AND METHOD OF APPORTIONMENT OF SPECIAL

TAXES WITHIN IMPROVEMENT AREAS TO BE ANNEXED INTO THE CITY OF RANCHO CORDOVA THE GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1

WHEREAS, this Council has previously established the Grantline 220 Community Facilities District No. 2023-1 (the “CFD”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing with Section 53311, of the California Government Code (the “Act”), and formed the CFD pursuant to Resolution No. 119-2023 adopted on December August 7 ,2023 (the “Resolution of Formation”) and thereby also established a Future Annexation Area for the CFD (the “Future Annexation Area”); and

WHEREAS, the two owners who collectively own all the territory within the Future Annexation Area (the “Owners”) desire to annex land within the Future Annexation Area to the CFD as newly created “Improvement Area No. 2” of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (“Improvement Area No. 2”); and

WHEREAS, the Owners have each executed and delivered to the City a “Unanimous Consent, Waiver and Vote of Sole Landowner” (the “Unanimous Approval”) with respect to their parcels in the area desired to be annexed into Improvement Area No. 2, pursuant to which each Owner has requested (i) annexation of the parcels described in Exhibit A to its Unanimous Approval, into the CFD, (ii) establishing the Rate and Method of Apportionment of Special Tax (the “RMA”) for Improvement Area No. 2 substantially in the form attached as Exhibit B to the Unanimous Approval, (iii) establishment of a bond authorization and appropriation limit for Improvement Area No. 2 in a specified amount, and (iv) voted in favor of the foregoing; and

WHEREAS, pursuant to the Unanimous Approval, each Owner has certified that, based upon their knowledge and familiarity with the land within Improvement Area No. 2 there are no registered voters residing on their land within Improvement Area No. 2 and that it comprises the sole ownership entity which is the record Owner of the parcels referenced in the Unanimous Approval; and

WHEREAS, on the date hereof, as part of the Unanimous Approval, each Owner has submitted to the Council a landowner ballot with respect to the land it owns in Improvement Area No. 2, and marked “Yes” to indicate support for a ballot measure to make the changes requested by the Unanimous Approval, and the executed Unanimous Approval and ballot is on file with the Clerk; and

WHEREAS, on the basis of the Unanimous Approvals and the included ballots, this Council finds that the Owners of one hundred percent (100%) of the property within Improvement Area No. 2 which would be affected by the adoption and approval of the matters stated therein, has requested, consented to and voted in favor of such adoption and approval in order to more effectively accomplish the authorized purposes of the CFD and Improvement Area No. 2; and

ITEM 17.5. ATTACHMENT 1 Resolution No. XX-2024 Page 2 of 3 WHEREAS, the Council wishes to accept the Unanimous Approvals, accept the annexation of the territory within the proposed Improvement Area No. 2 into the CFD, and approve and adopt the RMA for Improvement Area No. 2, acknowledge acceptance of the bonded indebtedness and appropriation limit for Improvement Area No. 2, all in furtherance of the authorized purposes of the CFD and Improvement Area No. 2, and all as requested and approved by the Owners in the Unanimous Approvals.

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

Section 1. The foregoing recitals are all true and correct.

Section 2. The territory included in the existing CFD is set forth in the map of the CFD heretofore recorded in the Sacramento County Recorder’s Office on July 20, 2023 in Book 141 at Page 21 of Maps of Assessment and Community Facilities Districts as Document No. 202307200415, to which map reference is hereby made. The territory now proposed to be annexed to the CFD is as shown on the Annexation Map for the annexation of Improvement Area No. 2 to the CFD, on file with the Clerk, the boundaries of which territory are hereby approved and to which map reference is hereby made for further particulars. The City Clerk is hereby directed to cause to be recorded such Annexation Map, showing the territory to be annexed, in the office of the County Recorder of the County of Sacramento within fifteen days of the date of adoption of this resolution.

Section 3. The RMA described herein is hereby approved and adopted and for all future purposes of the applicable Improvement Area No. 2, unless and until changed by future action of the Council in accordance with the Act.

Section 4. The Council hereby finds and declares that the RMA affects only the land within the applicable Improvement Area No. 2, and the ballot measure submitted to and by the Owner as part of the Unanimous Approval constitutes the favorable vote of the landowner of all the territory within the applicable Improvement Area No. 2 as permitted by Section 53329.6 of the Act and waiver of time limits and requirements pertaining to the conduct of the election as permitted by Section 53326 of the Act, with the Owner being the sole-qualified elector entitled to vote in the election, has been passed and approved by the unanimous “Yes” vote of said landowner, as the sole qualified voter and the matters set forth therein are hereby declared as passed.

Section 5. The issuance of bonded indebtedness in one or more series secured by special taxes in Improvement Area No. 2 up to a maximum limit of $34,400,000 and the establishment of an appropriations limit applicable to Improvement Area No. 2 of $34,400,000 are approved.

After the issuance of the final series of bonds for Improvement Area No. 2, any authorized but unissued bonds in such Improvement Area may be reallocated to other improvement areas which are annexed into the CFD.

Section 6. The City Clerk is hereby directed to cause the preparation and recordation of a Notice of Special Tax Lien for Improvement Area No. 2 to be recorded in the office of the County Recorder of the County of Sacramento, as needed, to the changes ordered by this Resolution.

Section 7. It is hereby found that the actions taken by this resolution are valid and in conformity with the Act, including in accordance with the authority granted to this Council as the

ITEM 17.5. ATTACHMENT 1 Resolution No. XX-2024 Page 3 of 3 legislative body of the CFD pursuant to the provisions Section 53312.5 and 53315 of the Act. It is hereby further found that all prior proceedings and actions taken by this Council related to the CFD were valid and in conformity with the Act.

Section 8. This Resolution shall take effect upon its adoption.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of May 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

David Sander, Mayor

Stacy Leitner, CMC
City Clerk

FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF
RANCHO CORDOVA THIS ____ DAY OF ____________ 2024.

CLERKS MAP STATEMENT

I HEREBY CERTIFY THAT THE AREA SHOWN ON THIS MAP

OF THE PROPOSED BOUNDARIES AND FUTURE

ANNEXATION AREA OF THE CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO.
____-_, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA,

WAS APPROVED BY THE CITY OF RANCHO CORDOVA AT A

REGULARLY SCHEDULED MEETING THERE OF, HELD ON
THE ____ DAY OF ____________ 2024. BY ITS RESOLUTION
NO. ________

CITY CLERK OF THE CITY OF RANCHO CORDOVA

CITY CLERK OF THE CITY OF RANCHO CORDOVA
FILED THIS ____ DAY OF ________________ 2024. AT THE
HOUR OF _____ O'CLOCK __M IN BOOK _____ OF MAPS OF

ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS PAGE
NO. __ IN THE OFFICE OF THE COUNTY RECORDER IN THE
COUNTY OF SACRAMENTO, STATE OF CALIFORNIA.

COUNTY RECORDER'S FILING STATEMENT
DEPUTY

CLERKS MAP STATEMENT
BY:

FILE:

GRANT LINE RD.

MATHERKIEFER JACKSON

SUNRISE
DOUGLASBLVD.

RD.

BLVD.

ROAD
NTS
BLVD.

RANCHO CORDOVA
PKWYGRANT LINE RD.

CHRYSANTHY
BLVD.

BUILDING RELATIONSHIPS ONE PROJECT AT A TIME
3301 C St, Bldg. 100-BTel 916.341.7760
Fax 916.341.7767 Sacramento, CA 95816

DONNA ALLRED COUNTY RECORDER OF THE COUNTY OF

SACRAMENTO, CALIFORNIA
LEGEND

ANNEXATION AREA /

IMPROVEMENT
AREA No. 2

CHRYSANTHY BLVD

GRANT LINE ROAD
BOOK _____ OF COMMUNITY FACILITIES DISTRICTS, PAGE _____ SHEET 1 OF 2
ITEM 17.5.

ATTACHMENT 2

UNANIMOUS CONSENT, WAIVER AND VOTE OF SOLE LANDOWNER

CITY OF RANCHO CORDOVA
Grantline 220 Community Facilities District No. 2023-1
(Annexation of Improvement Area No. 2)

To
the Honorable City Council
City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Members of the Council:

The undersigned is the authorized representative of Lennar Homes of California, LLC, a California limited liability company , the owner of the all the parcels listed in Exhibit A, which parcels collectively comprise land proposed to be annexed into the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023 -1 (the “CFD”) from the Future Annexation Area as Improvement Area No. 2 (“Improvement Area No. 2”).

The undersigned representative (“Owner”), on behalf of the entity it represents, hereby petitions, represents, warrants, and certifies to the City as follows:

1. I am familiar with the CFD, the Future Annexation Area and the land therein listed in Exhibit A hereto and proposed to be Improvement Area No. 2 of the CFD.

2. I am familiar with and have personally inspected the land within Improvement Area No. 2, which is undeveloped land, and I have noted that there are no dwellings thereon that might serve as habitation for registered voters. Based on the foregoing, I have de termined that at no time during the 90 days preceding the date hereof were there ever any persons registered to vote within the territory of Improvement Area No. 2.

3. The Council is requested to establish Improvement Area No. 2 within the CFD over land shown on the Annexation Map for the captioned Annexation Map No. 1 of the City of Ranch Cordova Grantline 220 Community Facilities District No. 2023-1, on file with the Clerk, and to establish a special tax applicable to such land as described in Rate, Method of Apportionment, and Manner of Collection of Special Tax for Improvement Area No. 2 (“IA2 RMA”), which is attached to this Unanimous Consent, Waiver and Vote of Sole Landowner.

4. The undersigned is legally entitled and authorized to cast the ballot for the Owner in the landowner, mailed-ballot election to be conducted on May 6, 2024 within Improvement Area No. 2 to determine whether to ratify and confirm the IA2 RMA.

5. The Owner hereby consents to the applicability of the IA2 RMA to land within Improvement Area No. 2.

6. The Owner hereby hereby requests and provides unanimous consent for the issuance of bonded indebtedness secured by special taxes in Improvement Area No. 2 up to a ITEM 17.5.

ATTACHMENT 3

ITEM 17.5.

ATTACHMENT 3

ITEM 17.5.

ATTACHMENT 3

ITEM 17.5.

ATTACHMENT 3

EXHIBIT B

CITY OF RANCHO CORDOVA
Grantline 220 Community Facilities District No. 2023-1
(Annexation of Improvement Area No. 2)
Rate, Method of Apportionment, and Manner of Collection of Special Tax for Improvement Area No. 2
[see next page]
ITEM 17.5.

ATTACHMENT 3

IA No.
2 of Grantline 220 CFD No. 2023-1 1 April 4, 2024
IMPROVEMENT AREA NO. 2 OF THE

CITY OF RANCHO CORDOVA
GRANTLINE 220
COMMUNITY FACILITIES DISTRICT NO. 2023-1

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Ta
x applicable to each Assessor’s Parcel in Improvement Area No. 2 of the City of Rancho Cordova Grantline 220 Community Faciliti es District No. 2023-1 shall be levied and collected according to the tax li ability determined by the City Council through the application of the appropriate amount or rate fo r Taxable Property, as described below. All of the property in Improvement Area No. 2, unless exempted by law or by the provisions of Section G below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Impr ovement Area No. 2 unless a sepa rate Rate and Method of Apportionment is adopted for the annexation area.

A. DEFINITIONS
The term
s hereinafter set forth have the following meanings:
“Acre” or “Acreage” means the land area of an Assessor’ s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded at the County Recorder’s Office. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Part 1, Division 2 of Title 5 of the Government Code of the State of California.
“Administrative Expenses” means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the C ity in carrying out its duties w ith respect to Improvement Area No. 2, the CFD and the Bonds, including, but not l imited to, the levy and co llection of Special Taxes, the fees and expenses of its counsel, ch arges levied by the County in connection with the levy and collection of Special Taxes, costs rela ted to property owner inquiries regarding the Special Tax, costs associated with appeals or requests for interpretation associated with the Special Tax and this RMA, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continui ng disclosure requirements for the City and any major property owners or other obligated parties, costs associated with foreclosure and collection of delinquent Special Taxes, and all other costs and expenses of the City and County in any way related to the establishment or administration of Improvement Area No. 2 and the CFD. “Administrator” shall mean the person or firm designate d by the City to administer the Special Tax according to this RMA.
“Annexation Date” means the date on which the propert y in Improvement Area No. 2 was annexed to the CFD.

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 2 April 4, 2024

“Assessor’s Parcel” or “Parcel” means a lot or parcel shown on an Assessor’s Parcel Map with an assigned Assessor’s Parcel number.

“Assessor’s Parcel Map” means an official map of the County Assessor designating Parcels by Assessor’s Parcel Number.

“Authorized Facilities” means the public facilities authorized to be financed, in whole or in part, by the CFD.

“Base Special Tax” means, for any Land Use Category, th e applicable Special Tax initially identified in Table 1 in Section C, as may be adjusted pursuant to Sections D or H herein.

“Bonds” means bonds or other debt (as defined in the Act), whether in one or more series, secured by the Special Tax and issued or assumed by or for Improvement Area No. 2 to fund Authorized Facilities.

“Building Permit” means a permit that allows for vertical construction of a building or buildings, which shall not include a separa te permit issued for construc tion of the foundation thereof.

“Capitalized Interest” means funds in any capitalized interest account available to pay debt service on Bonds.

“CFD” means the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-

1. “City” means the City of Rancho Cordova.

“City Council” means the City Council of the City of Rancho Cordova.

“County” means the County of Sacramento.

“Developed Property” means, in any Fiscal Year, all Parc els of Taxable Property that are not Taxable Owners Association Property, Taxable Public Property, or Taxable Welfare Exemption Property for which a Building Permit for new construction was issued prior to June 1 of the preceding Fiscal Year.

“Development Class” means, individually, Developed Property, Final Map Property, Undeveloped Property, Taxable Owners Associ ation Property, Taxable Public Property, and Taxable Welfare Exemption Property.

“Expected Land Uses” means the number of Residential Units and the Acreage of Other Property expected within Improvement Area No. 2 at the Annexation Date, as identified in Attachments 1 and 2 of this RMA. Pursuant to Section D of this RMA, the Administrator shall update Attachment 2 each time there is a Land Use Change. Such upda te(s) shall be maintained internally by the Administrator and shall not require recordation of an amended RMA.

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 3 April 4, 2024 “Expected Maximum Special Tax Revenues” means the aggregate Special Tax that can be levied based on application of the Base Special Tax to the Expected Land Uses. The Expected Maximum Special Tax Revenues at the Annexation Date are shown in Attachment 2 and may be revised pursuant to Sections D or H herein. Su ch update(s) will be maintained internally by the Administrator and will not require recordation of an amended RMA.

“Final Map” means a final map, or portion thereof, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq) that creates SFD Lots.

The term “Final Map” shall not include any large-lot subdivision map, Assessor’s Parcel Map, or subdivision map or portion thereof, that does not create SFD Lots, including Assessor’s Parcels that are designated as remainder parcels.

“Final Map Property” means, in any Fiscal Year, all SFD Lots created within Final Maps that had recorded prior to June 30 of the preceding Fiscal Year and which have not yet become Developed Property.

“First Bond Sale” means issuance of the firs t series of Bonds secured, in whole or in part, by Special Taxes levied and collected from Parcels of Taxable Property in Improvement Area No. 2.

“Fiscal Year” means the period starting July 1 and ending on the following June 30.

“Improvement Area No. 2” means Improvement Area No. 2 of the CFD.

“Improvement Fund” means the account (regardless of its name) identified in the Indenture to hold funds that are available for expenditure to acquire or construct Authorized Facilities.

“Indenture” means the bond indenture, fiscal agent ag reement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same.

“Land Use Category” means, individually, Single Family Property or Other Property.

“Land Use Change” means a proposed or approved change to the Expected Land Uses after the Annexation Date.

“Master Developer” means Lennar Homes of California, a Limited Liability Company, and its successors and assigns.

“Maximum Special Tax” means the greatest amount of Special Tax that can be levied on a Parcel in any Fiscal Year, as determined in accordance with Sections C and D below.

“Other Property” means any Parcel of Developed Property in Improvement Area No. 2 that does not fit within the definition of Single Family Property.

“Owners Association” means a homeowners association or property owners association that provides services to, and collect s assessments, fees, dues, or charges from, property within Improvement Area No. 2.

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 4 April 4, 2024

“Owners Association Property” means any property within the boundaries of Improvement Area No. 2 that is owned in fee or by easement by an Owners Association, not including any such property that is located directly under a residential structure.

“Proportionately” means, for each Development Class, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all parcels assigned to the Development Class.

“Public Property” means any property within the boundaries of Improvement Area No. 2 that is owned by the City, federal government, State of California or other public agency.

“Required Coverage” means the amount by which the Expected Maximum Special Tax Revenues must exceed the Bond debt service and priority Administrative Expenses (if any), as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that identifies the minimum required debt service coverage.

“Residential Unit” means an SFD Unit or an individual residential unit within a duplex, halfplex, triplex, fourplex, townhome, live/ work or condominium structure, or apartment building. A second unit (granny flat) that shares a Parcel with an SFD Unit will not be considered a Residential Unit for purposes of levying the Special Tax.

“RMA” means this Rate and Method of Apportionment of Special Tax.

“SFD Lot” means an individual residential lot, identified and numbered on a recorded Final Map, on which a Building Permit has been or is permitted to be issued for construction of an SFD Unit without further subdivision of the lot and for which no further subdivision of the lot is anticipated pursuant to an approved Tentative Map.

“SFD Unit” means a residential unit that does not share a common wall with another residential unit.

“Single Family Property” means, in any Fiscal Year, all Parcels of Taxable Property for which a Building Permit was or is expected to be issued for: (i) construction of an SFD Unit, or (ii) construction of a residential structure consisting of two or more Residential Units that share common walls, have separate Asse ssor’s Parcel numbers assigned to them (except for a duplex unit, which may share an Assessor’s Parcel with another duplex unit), and may be purchased by individual homebuyers (which sha ll still be the case even if th e Residential Units are purchased and subsequently offered for rent by the owne rs of the Residential Units), including such residential structures that meet the statutory definition of a condominium contained in Civil Code Section 4125.

“Special Tax” means a special tax levied in any Fiscal Year to pay the Special Tax Requirement.

“Special Tax Requirement” means the amount necessary in any Fiscal Year to: (i) pay principal and interest on Bonds that are due in the calendar y ear that begins in such Fiscal Year; (ii) pay periodic costs on the Bonds, including but not li mited to, credit enhancement, liquidity support ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 5 April 4, 2024 and rebate payments on the Bonds ; (iii) replenish rese rve funds created for the Bonds under the Indenture to the extent such replenishment has not been included in the computation of the Special Tax Requirement in a previous Fiscal Year; (iv) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year or, based on prior delinquencies, are expected to occur in the current Fiscal Ye ar; (v) pay Administrative Expenses; and (vi) pay directly for Authorized Facilities, so long as such levy under this clause (vi) does not increase the Special Tax levied on Final Map Property or Un developed Property. The amounts referred to in clauses (i) and (ii) of the definition of Special Tax Requirement may be reduced in any Fiscal Year by: (a) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against such costs pursuant to the Indenture; (b) in the sole and absolute discretion of the City, proceeds received by the CFD from the collection of penalties associated with delinquent Special Taxes; and (c) any other revenues available to pay such costs, each as determined in the sole discretion of the City.

“Tax Zone” means a mutually exclusive geographic area within which Special Taxes may be levied pursuant to this RMA. If, in any Fiscal Year, there is any doubt as to the Tax Zone within which a Parcel is located, the Administrator sh all work with the City to make the final determination.

“Tax Zone 1” means that geographic area designated as Tax Zone 1 in Attachment 1 hereto.

“Tax Zone 2” means that geographic area designated as Tax Zone 2 in Attachment 1 hereto.

“Tax Zone 3” means that geographic area designated as Tax Zone 3 in Attachment 1 hereto.

“Tax Zone 4” means that geographic area designated as Tax Zone 4 in Attachment 1 hereto.

“Tax Zone 5” means that geographic area designated as Tax Zone 5 in Attachment 1 hereto.

“Tax Zone 6” means that geographic area designated as Tax Zone 6 in Attachment 1 hereto.

“Taxable Owners Association Property” means, in any Fiscal Year after the First Bond Sale, any Parcel of Owners Association Property that satisfies all three of the following conditions: (i) the Parcel had not been Owners Association Property on the date of the First Bond Sale, (ii) based on reference to Attachments 1 and 2 (as may be updated pursuant to Section D below), the Parcel was not anticipated to be Owners Association Pr operty as determined by the Administrator, and (iii) if the Parcel were to be exempt from the Special Tax because it is Owners Association Property, the Expected Maximum Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained.

“Taxable Property” means all of the Parcels within th e boundaries of Improvement Area No. 2 that are not exempt from the Special Tax pursuant to law or Section G below.

“Taxable Public Property ” means in any Fiscal Year after the First Bond Sale, any Parcel of Public Property that satisfies all three of the following conditions: (i) the Parcel had not been Public Property on the date of the First Bond Sale, (ii) based on reference to Attachments 1 and 2 (as may be updated pursuant to Section D below), the Parcel was not anticipated to be Public Property as ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 6 April 4, 2024 determined by the Administrator, and (iii) if the Parcel were to be exempt from the Special Tax because it is Public Property, the Expected Maximum Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained.

“Taxable Welfare Exemption Property” means in any Fiscal Year after the First Bond Sale, any Parcel of Welfare Exemption Prope rty that satisfies all three of the following conditions: (i) the Parcel had not been Welfare Exemption Property on the date of issuance of the First Bond Sale; (ii) based on reference to Attachments 1 and 2 (as may be updated pursuant to Section D herein), the Parcel was not anticipated to be Welfar e Exemption Property based on the Expected Land Uses, as determined by the Administrator; and (iii) if the Parcel were to be exempt from the Special Tax because it has become Welfare Exemption Property, the Expected Maximum Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained.

“Tentative Map” means a tentative map or substantial conformance exhibit for property in Improvement Area No. 2, including any adjustments or amendments thereto.

“Undeveloped Property” means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property, Final Map Property, Taxable Welfare Exemption Property, Taxable Owners Association Property, or Taxable Public Property, as defined herein.

“Welfare Exemption Property ” means, in any Fiscal Year, a ny Parcels in Improvement Area No. 2 that have received a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code and for which such welfare exemption is still in place.

B. DATA FOR ADMINISTRATIO N OF THE SPECIAL TAX

Each Fiscal Year, the Administr ator shall: (i) assign each Parcel of Taxable Property to the appropriate Tax Zone and the appropriate Deve lopment Class, (ii) fo r Developed Property, categorize each Parcel as Single Family Prope rty or Other Property, ( iii) for Other Property, determine the Acreage of each Parcel; and (iv) determine the Special Tax Requirement for the Fiscal Year. In addition, the Administrator shall, on an ongoing basis, monitor the Tentative Map, Final Maps, and Building Permits to determine if there are any proposed Land Use Changes that would change the Expected Maximum Special Tax Revenues. If the Expected Maximum Special Tax Revenues will be revised pursuant to a proposed Land Use Change, the Administrator shall apply the steps set forth in Section D below.

In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 2 was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll ), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created Pa rcels is in a diffe rent Development Class and/or Land Use Category than other Parc els created by the subdivision, the Administrator shall calculate the Special Taxes for the property affected by recordation of the parcel map by determining the Special Taxes that apply separately to the property within each Development Class and/or Land Use Category, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map.

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 7 April 4, 2024

C. MAXIMUM SPECIAL TAX

1. Developed Property and Final Map Property

The Maximum Special Tax for a Parcel of Developed Property or Final Map Property is the greater of (i) the Base Special Tax set forth in Table 1 below, or, (ii) the Maximum Special Tax determined pursuant to Section D.

Table 1
Base Special Tax
Developed Property and Final Map Property

Tax Zone Land Use Category
Base Special Tax
Fiscal Year 2023-24 *
Tax Zone 1
Single Family Property
Other Property
$1,999 per Residential Unit or SFD Lot
$20,697 per Acre
Tax Zone 2
Single Family Property
Other Property
$2,300 per Residential Unit or SFD Lot
$22,992 per Acre
Tax Zone 3
Single Family Property
Other Property
$2,601 per Residential Unit or SFD Lot
$27,858 per Acre
Tax Zone 4
Single Family Property
Other Property
$2,770 per Residential Unit or SFD Lot
$27,790 per Acre
Tax Zone 5
Single Family Property
Other Property
$3,171 per Residential Unit or SFD Lot
$29,882 per Acre
Tax Zone 6
Single Family Property
Other Property
$3,566 per Residential Unit or SFD Lot
$28,713 per Acre

* On July 1, 2024 and on each July 1 thereafter, all figures shown in Table 1 above shall be increased by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year.

2. Undeveloped Property, Taxable Owners Associa tion Property, Taxable Public Property, and Taxable Welfare Exemption Property

The Maximum Special Tax for Undeveloped Pr operty, Taxable Owners Association Property, Taxable Public Property, and Taxable Welfare Exemption Property are provided in Table 2 below.

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 8 April 4, 2024

Table 2
Maximum Special Tax
Undeveloped Property, Taxable Owners Association Property, Taxable Public Property, Taxable Welfare Exemption Property

Tax Zone
Maximum Special Tax
Fiscal Year 2023-24*
Tax Zone 1 $20,697 per Acre
Tax Zone 2 $22,992 per Acre
Tax Zone 3 $27,858 per Acre
Tax Zone 4 $27,790 per Acre
Tax Zone 5 $29,882 per Acre
Tax Zone 6 $28,713 per Acre

* On July 1, 2024, and on each July 1 thereafter, all figures shown in Table 2 above shall be increased by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year.

D. CHANGES TO THE MAXIMUM SPECIAL TAX

1. Land Use Changes

The Expected Maximum Special Tax Revenues shown in Attachment 2 were originally calculated based on the Expected Land Uses at the Annexation Date. Attachment 2 is subject to modification upon the occurrence of Land Use Changes, as descri bed below. The Administrator shall review all Land Use Changes and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues.

Prior to the First Bond Sale, if a Land Use Change is proposed or identified that will result in a change in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D. Upon approval of the Land Use Change, the Administrator shall update Attachment 2 to show the revised Expected Maximum Special Tax Revenues.

After the First Bond Sale, if a Land Use Change is proposed or identified, Steps 1 through 3 must be applied:

Step 1: By reference to Attachment 2 (which shall be updated by the Administrator each time a Land Use Change has been processed according to this Section D or a prepayment has been made), the Admin istrator shall identify the Expected Maximum Special Tax Revenues prior to the Land Use Change.

Step 2: The Administrator shall calculate the Expected Maximum Special Tax Revenues that could be collected from Taxable Property in Improvement Area No. 2 after ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 9 April 4, 2024 the Land Use Change based on application of the Base Special Taxes from Table

1. Step 3: If the revenues calculated in Step 2 are (i ) higher than those determined in Step 1 or (ii) less than thos e calculated in Step 1, but the reduction in Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below Required Coverage, no further action is needed, and the Administrator shall update Attachme nt 2 to show the revised Expected Maximum Special Tax Revenues.

If the revenues calculated in Step 2 are less than those calculated in Step 1, and the Administrator determines that the reduction in Expected Maximum Special Tax Revenues would reduce debt service coverage on outstanding Bonds below the Required Coverage, one of the following shall occur:

3.a. The landowner requesting the Land Use Change (the “Requesting Landowner”) may make a prepayment in an am ount that will ensure that the reduced Expected Maximum Special Ta x Revenues are sufficient to provide Required Coverage, as determined pur suant to Section H below. If the Requesting Landowner notifies the Adminis trator that he/she would like to remedy the reduction by making a prepayment, such prepayment must be made by the earlier of (i) 30 days from the date of delivery of the prepayment estimate or (ii) the date of issuance of any Building Permits for any Parcel owned by the Requesting Landowner that was Final Ma p Property or Undeveloped Property at the time the Administrator prepared the prepayment estimate, or

3.b. If a prepayment is not r eceived by the due date sp ecified above, the Base Special Tax used to determine the Max imum Special Tax for each Parcel of Taxable Property in the area affected by the Land Use Change shall be increased proportionately until the Expected Maximum Special Tax Revenues are sufficient to maintain Required Coverage.

Pursuant to this Section D.3, the Administrator may from time to time update Attachment 2 to reflect revised Expected Maximu m Special Tax Revenues. Such update shall be maintained internally by the Administrator and shall not require recordation of an amended RMA.

If multiple Land Use Changes are proposed simu ltaneously by a single landowner (which may include approval of multiple Final Maps at one time), and the landowner requests that the impact of two or more of the Land Use Changes be considered together, the Administrator shall consider the combined effect of the Land Use Changes to determine if there is a reduction in Expected Maximum Special Tax Revenues. If there is a reduction that would reduce debt service coverage below the Required Coverage, and no prepayment has been received, then the Base Special Tax used to determine the Maximum Special Tax for each Parcel of Taxable Property in the areas affected by the Land Use Changes shall be incr eased proportionately until the aggregate amount that can be levied within such areas is equal to the amount that could have been levied prior to the proposed Land Use Changes. If Land Use Changes are proposed simultaneously by multiple landowners, or if an individual landowner proposing multiple Land Use Changes does not request ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 10 April 4, 2024 that such Land Use Changes be considered together, the Administrator shall consider the proposed Land Use Changes individually.

Notwithstanding the foregoing, once a certificate of occupancy has be en issued for a Residential Unit on a Parcel, the Maximum Special Tax for the Parcel cannot be increased because of subsequent Land Use Changes that may occur within the area in which the Parcel is located.

The duties imposed on the Administrator pursuant to this Section D to review Land Use Changes, and to review Final Maps and ma ke certain calculations, are in tended only to facilitate the administration of the Special Tax an d to better assure the sufficie ncy of tax capacity to pay debt service on Bonds. Such duties are not intended to give any devel oper, subdivider, or owner of property the right to receive not ice of the potential impact of Land Use Changes on the Special Tax applicable to a Parcel; and each developer, subdivider, or owner of property whose property is the subject of a Land Use Change shall be re sponsible for understanding the impact thereof on the Special Tax applicable to such property.

2. Partial Prepayments

If a Parcel makes a partial prepayment pursuant to Section H below, the Administrator shall recalculate the Maximum Special Tax for the Parc el pursuant to Section H.2. In addition, the Administrator shall update Attachment 2 to refl ect the prepayment and the revised Expected Maximum Special Tax Revenues fo r Improvement Area No. 2. Af ter the prepayment has been received, the application of Sections D and H of this RMA shall be based on the adjusted Expected Maximum Special Tax Revenues after the prepayment.

3. Conversion of a Parcel of P ublic Property to Private Use

If, in any Fiscal Year, a Parcel of Public Property is converted to private use, such Parcel shall be subject to the levy of the Special Tax. The Maximum Special Tax for each such Parcel shall be determined based on the applicable Base Special Tax for the Parcel, as determined by the Administrator. In addition, the Administrator shall update Attachment 2 to reflect the conversion and the revised Expected Maximum Special Tax Revenues for Improvement Area No. 2.

4. Reduction in Maximum Special Tax

The Base Special Tax for Residential Units set fort h in Table 1 may be redu ced prior to the First Bond Sale. Such a reduction shal l be made without a vote of the qualified CFD electors if the Master Developer requests a reduction in the Base Special Tax. Any such reduction shall occur at least 30 days prior to the First Bond Sale. Such reductions to the Base Special Tax need not be proportionate among the Tax Zones and/or Land Use Categories.

E. METHOD OF LEVY OF THE SPECIAL TAX

Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. A Special Tax shall then be levied according to the following steps:

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 11 April 4, 2024 Step 1: The Special Tax shall be levied Propor tionately on each Parcel of Developed Property up to 100% of the Maximum Special Tax for each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement prior to applying any Capitalized Interest that is available in the CFD accounts.

Step 2: If additional revenue is needed after Step 1 in order to meet the Special Tax Requirement after Capitalized Interest has been applied to reduce the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Final Map Property up to 100% of the Maximum Special Tax for each Parcel of Final Map Property until the amount levi ed is equal to the Special Tax Requirement.

Step 3: If additional revenue is needed after St ep 2, the Special Tax shall be levied Proportionately on each Parcel of Unde veloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property until the amount levied is equal to the Special Tax Requirement.

Step 4: If additional revenue is needed after St ep 3, the Special Tax shall be levied Proportionately on each Parcel of Taxa ble Welfare Exemption Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Welfare Exemption Property for such Fiscal Y ear until the amount levied is equal to the Special Tax Requirement.

Step 5: If additional revenue is needed after St ep 4, the Special Tax shall be levied Proportionately on each Parcel of Taxable Owners Association Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Owners Association Property until the amount levied is equal to the Special Tax Requirement.

Step 6: If additional revenue is needed after St ep 5, the Special Tax shall be levied Proportionately on each Parcel of Taxabl e Public Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Public Property until the amount levied is equal to the Special Tax Requirement.

F. MANNER OF COLLECTION OF SPECIAL TAX

The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section H below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a diffe rent manner, and may collect delinquent Special Taxes through foreclosure or other available methods.

The Special Tax shall be levied and collected until principal and interest on Bonds have been repaid. However, in no event shall Special Taxes be levied after Fiscal Y ear 2064-65. Under no circumstances may the Special Tax on a Parcel of Developed Property in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 12 April 4, 2024 Tax levied on another Parcel or Parcels by more than ten percent (10 %) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

G. EXEMPTIONS

Notwithstanding any other pr ovision of this RMA, no Special Ta x shall be levied in any Fiscal Year on the following:

(1) Public Property, except Taxable Public Property.

(2) Owners Association Property, except Taxable Owners Association Property.

(3) Welfare Exemption Property, except Taxable Welfare Exemption Property.

(4) Parcels that are owned by a public utility for an unmanned facility.

(5) Parcels that are subject to an easement that precludes any other use on the Parcel.

(6) Parcels that have fully prepaid the Speci al Tax obligation assigned to the Parcel pursuant to the formula set forth in Section H below.

H. PREPAYMENTS

The following definitions apply to this Section H:

“Outstanding Bonds” means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has b een levied against, or already paid by, an Assessor’s Parcel making a prepayment, and a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula.

“Previously Issued Bonds” means all Bonds that have been issued prior to the date of prepayment.

“Public Facilities Requirement” means either $14.75 million in 2024 dollars, which shall increase on January 1, 2025, and on each January 1 thereafter by 2% of the amount in effect in the prior year or such othe r number as shall be determined by the City as sufficient to fund improvements that are au thorized to be funded by Improvement Area No. 2. The Public Facilities Requirement shown above may be adjusted each time property annexes into Improvement Area No. 2 or there is an adjustment to the Expected Maximum Special Tax Revenues due to a Land Use Change.

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 13 April 4, 2024 “Remaining Facilities Costs” means the Public Facilities Requirement minus public facility costs funded by Previously Issued Bonds, developer equity and any other source of funding.

1. Full Prepayment

The Special Tax obligation applicable to a Parcel in Improvement Area No. 2 may be prepaid and the obligation of the Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Parcel at the time of prepayment. An owner of a Parcel intending to prepay the Special Tax obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. The Prepayment Amount shall be calculated as follows: (capitalized terms as defined below):

Bond Redemption Amount
plus Remaining Facilities Amount
plus Redemption Premium
plus Defeasance Requirement
plus Administrative Fees and Expenses
less Reserve Fund Credit
equals Prepayment Amount

As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps:

Step 1. Compute the amount that could be collected from the Parcel prepaying the Special Tax in the Fiscal Year in wh ich prepayment would be received by the City by applying the Base Special Tax to the Expected Land Uses for the Parcel. If this Section H is bei ng applied to calculate a prepayment pursuant to Section D above, comput e the amount by which the proposed Land Use Change would reduce Expected Maximum Special Tax Revenues below the amount needed for Required Coverage, and use this amount for purposes of this Step 1.

Step 2. Divide the Maximum Special Tax com puted pursuant to Step 1 for such Parcel by the total Expected Maximum Special Tax Revenues for all property in Improvement Area No. 2, as shown in Attachment 2.

Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outs tanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

Step 4. Compute the current Remaining Facilities Costs (if any).

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 14 April 4, 2024 Step 5. Multiply the quotient computed purs uant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the “Remaining Facilities Amount”).

Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the first Bond inte rest payment date after which the prepayment will be received and which has not been included in a tax levy until the next earliest redemption date for the Outstanding Bonds. However, if Bonds are callable at the first interest payment date after the prepayment has been received, Steps 7, 8 and 9 of this prepay ment formula will not apply.

Step 8: Compute the amount of interest the C ity reasonably expects to derive from reinvestment of the Bond Redemp tion Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received and which has not been included in a tax levy until the next earliest redemption date for the Outstanding Bonds.

Step 9: Subtract the amount computed pu rsuant to Step 8 from the amount computed pursuant to Step 7 (the “Defeasance Requirement”).

Step 10. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and reco rding any notices to evidence the prepayment and the redemption (the “ Administrative Fees and Expenses”).

Step 11. If and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the “Reserve Fund Credit”).

Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to Step 11 (the “Prepayment Amount”).

Step 13. From the Prepayment Amount, the am ounts computed pursuant to Steps 3, 6, and 9 shall be deposited into the a ppropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Step 5 shall be deposited into the Improvement Fund. The amount computed pursuant to Step 10 shall be retained in the account or fund that is establishe d to pay Administrative Expenses.

ITEM 17.5.

ATTACHMENT 3

IA No. 2 of Grantline 220 CFD No. 2023-1 15 April 4, 2024

Once a full prepayment of a Parcel’s Special Tax obligation has been received, a Notice of Cancellation of Special Tax Lien shall be recorded against the Parcel to reflect the discharge of the Parcel’s obligation to pay the Special Tax. However, a Notice of Cancellation of Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected.

2. Partial Prepayment

A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party making a part ial prepayment, except that th e full amount of Administrative Fees and Expenses determined in Step 10 shall be included in the partial prepayment. The Maximum Special Tax that can be levied on a Parc el after a partial prepayment is made shall be equal to the portion of the Maximum Special Tax that was not prepaid. Once a partial prepayment has been received, an Amended Notice of Special Tax Lien shall be recorded against the Parcel to reflect the reduced Special Tax lien for the Parcel, and the Administrator shall update Attachment 2 to show the revised Expected Maximum Special Tax Revenues. However, an Amended Notice of Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected.

3. Maintaining Required Coverage

Notwithstanding the foregoing, if at any point in time the Adminis trator determines that the Maximum Special Tax revenue that could be collected from Taxable Property that remains subject to the Special Tax after the proposed prepayment would be less than the Required Coverage on Bonds that will remain outstanding after defeasance or redemption of Bonds from proceeds of the estimated prepayment, the amount of the prepayment shall be increased until the amount of Bonds defeased or redeemed is sufficient to reduce rema ining annual debt service to a point at which Required Coverage is maintained.

I. INTERPRETATION OF RMA

Interpretations may be made by Resolution of the City Council to interpret, clarify, and/or revise this RMA to correct any inconsistency, vagueness, or ambiguity as it relates to the Special Tax, method of apportionment, classification of properties, or any definition applicable to Improvement Area No. 2 of the CFD, as long as such correction does not materially affect the levy and collection of Special Taxes. The City, upon the request of an owner of land within Improvement Area No. 2 which is not Developed Property, may also amend this RMA in any manner acceptable to the City, by resolution or ordinance following a public hearing, upon the affirmative vote of such owner to such amendment and without the vote of owners of any other land within Improvement Area No. 2, provided such amendment only affects such owne r's land. Under no circumstances may such revisions to the RMA decrease the Expected Maximum Special Tax Revenues to a level that will reduce debt service coverage below the Required Coverage.

ITEM 17.5.

ATTACHMENT 3

ATTACHMENT 1

Improvement Area No. 2 of the
City of Rancho Cordova
Grantline 220
Community Facilities District No. 2023-1

Identification of Tax Zones and Expected Lot Layout
in Improvement Area No. 2

ITEM 17.5.

ATTACHMENT 3

BUILDING RELATIONSHIPS ONE PROJECT AT A TIME
3301 C St, Bldg. 100-BTel 916.341.7760
Fax 916.341.7767 Sacramento, CA 95816
ITEM 17.5.

ATTACHMENT 3

ATTACHMENT 2

Improvement Area No. 2 of the
City of Rancho Cordova
Grantline 220
Community Facilities District No. 2023-1

Expected Land Uses and Expected Maximum Special Tax Revenues

Tax Zone
Land Use
Category
Expected
Residential
Units/Acreage
Base Special Tax
(FY 2023-24) *
Expected
Maximum Special
Tax Revenues
(FY 2023-24) *
Tax Zone 1 Single Family Property
Other Property
78 Residential Units
0 Acres
$1,999 per Residential Unit
$20,697 per Acre
$155,922
$0
Tax Zone 2
Single Family Property
Other Property
40 Residential Units
0 Acres
$2,300 per Residential Unit
$22,992 per Acre
$92,000
$0
Tax Zone 3
Single Family Property
Other Property
59 Residential Units
0 Acres
$2,601 per Residential Unit
$27,858 per Acre
$153,459
$0
Tax Zone 4
Single Family Property
Other Property
60 Residential Units
0 Acres
$2,770 per Residential Unit
$27,790 per Acre
$166,200
$0
Tax Zone 5
Single Family Property
Other Property
40 Residential Units
0 Acres
$3,171 per Residential Unit
$29,882 per Acre
$126,840
$0
Tax Zone 6
Single Family Property
Other Property
87 Residential Units
0 Acres
$3,566 per Residential Unit
$28,713 per Acre
$310,242
$0
Expected Maximum Special Tax Revenues (FY 2023-24 $) $1,004,663

* On July 1, 2024, and each July 1 thereafter, all dollar amounts shown a bove shall be increased by two percent (2%) of the amount in effect in the prior Fiscal Year.

ITEM 17.5.

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ATTACHMENT 4

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 17.6.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Stefan Heisler, Housing Manager
Ka Vang, Management Analyst

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

A PREDEVELOPMENT GRANT AGREEMENT WITH IKAIKA OHANA

FOR THE AFFORDABLE HOUSING CROSSING AT WOODBERRY
PROJECT LOCATED AT 2738 WOODBERRY WAY IN THE AMOUNT
OF $960,000 UTILIZING THE PROHOUSING INCENTIVE PILOT

PROGRAM FUNDING

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute a Predevelopment Grant Agreement with Ikaika Ohana, a nonprofit corporation in partnership with the City of Rancho Cordova and its developer partner, Urban Housing Communities (UHC), for the Crossings at Woodberry project in the amount of $960,000.

BACKGROUND

Since 2017, the City of Rancho Cordova (City) has been working with Urban Housing Communities (UHC) and the nonprofit partner Ikaika Ohana on the Crossings at Woodberry project. The Crossings at Woodberry project is a multi-family housing project consisting of 28 affordable rental units for families earning less than sixty percent (60%) of area median income.

UHC, on behalf of the City, has submitted multiple applications for State and federal funding and has not yet been successful at securing competitive funding needed to complete the project.

On February 21, 2023, staff applied for the one-time Prohousing Incentive Pilot (PIP) program funding and on May 9, 2023, HCD awarded the City $960,000. On August 21, 2023, the City Council adopted Resolution No. 123-2023 allocating the PIP funding to the Crossings at Woodberry project, which will enhance the project’s competitiveness for federal and State tax credits needed to complete funding for the project, and authorizing the City Manager to enter into a Standard Agreement with the California Department of Housing and Community Development (HCD) for the PIP funds. The PIP Standard Agreement between the City and HCD was executed on August 7, 2023.

City Council Staff Report - Page 2 of 2

The PIP funding for the Crossings at Woodberry project will be used to underground existing utilities on site and complete the architectural and engineering documents (building plans) needed to construct the project. Undergrounding the existing on-site utilities at this time will help expedite the later project construction and will improve the City-owned lot regardless of when the project moves forward. UHC, the project developer, has submitted an application for federal and State credits in February 2024 and is currently waiting to hear back if that application was successful. If the application is successful, the project will be on a tight timeline to begin construction within six months of the award notification, by late 2024. Therefore, getting started on the architectural and engineering plans at this time will position the project to meet the required construction start deadline with a successful tax credit award. If this application is unsuccessful, UHC will apply again in July 2024 and will similarly be well-prepared to begin construction with completed building plans in early 2025.

The City’s financial commitment to the project is $5,600,000. This overall amount includes the $960,000 in PIP funding, $660,000 in value from the loan of the City-owned land, $1,000,000 in American Rescue Plan Act (ARPA) funding, $2,000,000 of the City’s allocation of HOME INvestment Partnerships Program Consortium funding (managed by the Sacramento Housing and Redevelopment Agency), $288,000 in the form of impact fee reductions, and $692,000 in a residual receipts loan. Only the residual receipts loan is sourced from the City’s General Fund.

FISCAL IMPACT AND FUNDING SOURCE

There is no fiscal impact for this action. This action will utilize and expend State affordable housing grant funding.

ATTACHMENT(S)

1. Resolution

2. Woodberry Predevelopment Grant Agreement

ITEM 17.6. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

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

STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A

PREDEVELOPMENT GRANT AGREEMENT WITH IKAIKA OHANA FOR THE CROSSINGS

AT WOODBERRY AFFORDABLE HOUSING DEVELOPMENT PROJECT

WHEREAS, the City of Rancho Cordova (“City”) submitted a grant application for the Prohousing Incentive Pilot (“PIP”) program Round 1 and was awarded with $960,000 in PIP funding on May 9, 2023; and

WHEREAS, the City Council adopted Resolution No. 123-2023 on August 21, 2023, allocating the PIP funding to the Crossings at Woodberry project, a multi-family housing development project consisting of 28 affordable rental units for families earning less than 60% area median income (AMI) (“Project”), to enhance the Project’s competitiveness for needed state housing funding; and

WHEREAS, the City has partnered with nonprofit partner organization Ikaika Ohana, the Managing General Partner of A0575 Rancho Cordova L.P., a limited partnership for the development of the Project; and

WHEREAS, the Project is exempt from the California Environmental Quality Act (“CEQA”) under the exemption for ministerial development projects (CEQA Guidelines § 15268); and

WHEREAS, the City Council desires to execute a Predevelopment Grant Agreement with Ikaika Ohana for the Project in the amount of $960,000 utilizing PIP grant funding for the purpose of undergrounding on-site utilities and to complete predevelopment activities that will prepare the Project for construction.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA AS FOLLOWS:

SECTION 1. The City Council finds that the Project is exempt from CEQA under CEQA guidelines Section 15268, Ministerial Projects. The City Council further funds that the Project is consistent with the City’s General Plan, and the City’s Zoning Code. The City certified an environmental review for the Zoning Code. Therefore, no additional CEQA environmental review is required.

SECTION 2. The City Manager of the City of Rancho Cordova is authorized to execute a Predevelopment Grant Agreement, and all other documents deemed necessary to evidence and secure the PIP grant funds, in a form approved by the City Attorney, with Ikaika Ohana for the Crossings at Woodberry Project in the amount of $960,000.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of May 2024 by the following vote:

AYES:

ITEM 17.6. ATTACHMENT 1 Resolution No. XX-2024 Page 2 of 2 NOES:

ABSENT:

ABSTAIN:

ATTEST:

David Sander, Mayor

Stacy Leitner, CMC
City Clerk

1 PREDEVELOPMENT GRANT AGREEMENT
by and between

THE CITY OF RANCHO CORDOVA
and

IKAIKA OHANA
(Crossings at Woodberry)
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

2 PREDEVELOPMENT GRANT AGREEMENT
(Crossings at Woodberry)

THIS PREDEVELOPMENT GRANT AGREEMENT (this “Agreement”) is entered into effective as of February 1, 2024 (“Effective Date”), by and between the City of Rancho Cordova, a California municipal corporation (“City”), and Ikaika Ohana, a Hawaii nonprofit corporation (“Nonprofit”). City and Nonprofit are hereinafter collectively referred to as the “Parties.”

RECITALS

A. City is the owner of approximately 1.07 acres of vacant property located at 2738 Woodberry Way in the City of Rancho Cordova, California (the “Property”).

B. City desires for the Property to be developed as an affordable housing project for occupancy by low and very low income households (the “Affordable Housing Project”).

C. City has committed to convey the Property to A0575 Rancho Cordova, L.P., a California limited partnership affiliated with Nonprofit (the "Partnership"), for the purpose of the development and operation of the Affordable Housing Project, subject to receipt of an allocation of 9% Low Income Housing Tax Credits and certain other conditions, as memorialized in a letter from the City to the Partnership dated April 12, 2023.

D. Nonprofit is the managing general partner of the Partnership.

E. City has, by adoption of City Council Resolutions #95-2021 on June 21, 2021 and #117-2022 on June 20, 2022, committed to provide certain loans and grants for use in the development of the Affordable Housing Project on the Property.

F. City has received a grant of $960,000 in funds from the Prohousing Incentive Pilot Program (“PIP”) from the California Department of Housing and Community Development.

G. The Parties desire for Nonprofit to loan funds to the Partnership for certain predevelopment activities with respect to the Affordable Housing Project prior to the Partnership’s acquisition of the Property and construction of the Affordable Housing Project thereon. Nonprofit desires to cause the Partnership to perform such predevelopment work provided that City makes a grant to Nonprofit for such work.

H. To effectuate this purpose, the City desires to provide a grant of $960,000 to Nonprofit from the PIP funds (the “Predevelopment Grant”) pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

3 ARTICLE I

DEFINITIONS

1. Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement.

(a) "Affordable Housing Project" means the multifamily apartment units and related onsite improvements, parking, landscaping and other onsite improvements proposed to be located on the Property.
(b) "Agreement" means this Predevelopment Grant Agreement, including the attached Exhibits and all subsequent amendments to this Agreement. (c) “Assignment of Architectural and Engineering Agreements” means the agreement that will provide for the assignment of certain architectural and engineering contracts for the Project substantially in the form attached hereto as Exhibit C and incorporated herein. (d) "City" means the City of Rancho Cordova, a California municipal corporation.
(e) "City Documents" means, collectively, this Agreement, the Assignment of Architectural and Engineering Agreements, and all other documents required to be executed by the Nonprofit in connection with the transaction contemplated by this Agreement. (f) "City Manager" means the City Manager of the City.
(g) "Event of City Default" has the meaning set forth in Section 6.2. (h) "Event of Nonprofit Default" has the meaning set forth in Section 6.1. (i) “Indemnitees” means the City and its elected and appointed officers, officials, employees, agents, consultants, and contractors. (j) "Nonprofit" means Ikaika Ohana, a Hawaii nonprofit corporation, and its permitted successors and assigns as set forth herein.
(k) "Parties" means the City and the Nonprofit. "Party" means either the City or the Nonprofit.
(l) “Partnership” means A0575 Rancho Cordova, L.P., a California limited partnership.
(m) "Predevelopment Grant" means the grant from the City to the Nonprofit in the amount of Nine Hundred Sixty Thousand Dollars ($960,000).

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

4 (n) "Property" means the real property owned or to be acquired by the Partnership located at 2738 Woodberry Way, which real property is more particularly described in the Legal Description attached hereto as Exhibit A which is incorporated herein. (o) "Transfer" has the meaning set forth in Section 5.2.

ARTICLE II
REPRESENTATIONS; EFFECTIVE DATE AND TERM

2.1 Nonprofit's Representations. Nonprofit represents and warrants to City as follows, and Nonprofit covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Nonprofit shall immediately give written notice of such fact or condition to City. Nonprofit acknowledges that City shall rely upon Nonprofit’s representations made herein notwithstanding any investigation made by or on behalf of City.

(i) Authority. Nonprofit is a nonprofit corporation duly formed and in good standing under the laws of the State of Hawaii. Nonprofit has the full right, power and authority to undertake all obligations of Nonprofit as provided herein, and Nonprofit’s execution, performance and delivery of this Agreement and the City Documents have been duly authorized by all requisite actions.

(ii) No Conflict. Nonprofit's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Nonprofit is a party or by which it is bound.

(iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Nonprofit to perform its obligations under this Agreement.

(iv) No Nonprofit Bankruptcy. Nonprofit is not the subject of a bankruptcy or insolvency proceeding.

2.2 Effective Date. The representations and warranties of Nonprofit hereunder shall be effective as of the Effective Date.

ARTICLE III

PREDEVELOPMENT WORK

3.1 Scope of Predevelopment Work. Nonprofit shall cause the Partnership to perform the Predevelopment Work substantially in accordance with the terms and conditions of this Agreement, the Scope of Predevelopment Work attached hereto as Exhibit B, and in compliance with the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Predevelopment Work or the Property has granted or issued as of the date hereof or may hereafter grant or issue.

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

5 3.2 Designs and Plans. Nonprofit covenants that all designs and plans shall be prepared in accordance with the requirements of the Scope of Predevelopment Work attached hereto as Exhibit B and incorporated herein. Nonprofit and/or Partnership shall be solely responsible for payment of all direct and indirect costs and expenses incurred in connection with the foregoing.

3.3 Liens and Stop Notices. Nonprofit shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Partnership or Nonprofit. If a claim of a lien or stop notice is given or recorded affecting the Property, Nonprofit shall within thirty (30) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount or provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged.

3.4 Right of City to Satisfy Liens on the Property. If Nonprofit fails to satisfy or discharge any lien or stop notice on the Property pursuant to Section 3.3 above, the City shall have the right, but not the obligation, to satisfy any such liens or stop notices at Nonprofit’s expense and without further notice to Nonprofit. In such event Nonprofit shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Nonprofit to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Nonprofit. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Property.

3.5 Prevailing Wage Requirements. Nonprofit shall cause Partnership and its contractors and agents to comply with, to the extent applicable, California Labor Code Section 1720, et seq. and applicable federal labor laws and standards, and the regulations adopted pursuant thereto (“Prevailing Wage Laws”), and to be responsible for carrying out the requirements of such provisions. If and to the full extent required by all applicable State laws, rules and regulations, Nonprofit shall cause Partnership and its contractors and agents to comply with California Labor Code Section 1720, et seq., and the regulations adopted pursuant thereto, as the same may be applicable to the Predevelopment Work (“Prevailing Wage Laws”), and to be responsible for carrying out the requirements of such provisions.

Nonprofit shall indemnify, defend (with counsel approved by City) and hold the City, and its respective elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the “Indemnitees”), harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages or the requirement of competitive bidding in the Predevelopment Work, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Partnership related to this ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

6 Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Nonprofit which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Nonprofit’s deposit with City of any of the insurance policies described in this Agreement. The provisions of this Section 3.5 shall survive the expiration or earlier termination of this Agreement and the issuance of any approval or notice of completion for the Predevelopment Work. Nonprofit’s indemnification obligations under this Section 3.5 shall not apply to any Claim which arises as a result of an Indemnitee’s gross negligence or willful misconduct.

3.6 Compliance with Laws. Nonprofit shall cause Partnership to carry out and cause its contractors to carry out the Predevelopment Work in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq..

ARTICLE IV

CITY FINANCIAL ASSISTANCE

4.1 Predevelopment Grant. The City shall provide a grant to Nonprofit in the amount of Nine Hundred Sixty Thousand Dollars ($960,000) (the “Predevelopment Grant”), upon the terms and conditions and for the purposes set forth in this Agreement. Provided that Nonprofit has complied with all conditions precedent to disbursement of the Predevelopment Grant set forth in Section 4.3, the proceeds of the Predevelopment Grant (“Predevelopment Grant Proceeds”) shall be disbursed in accordance with Section 4.2 hereof, only for the purposes set forth in Section 4.2.

4.2 Use and Disbursement of Proceeds. The Predevelopment Grant Proceeds shall be used to loan to Partnership funds for the payment of the Predevelopment Work, including but not limited to architecture and design costs, civil engineering, utility design, insurance, and other related costs, all in accordance with the Scope of Predevelopment Work. Predevelopment Grant proceeds shall not be used or disbursed for developer fee, overhead or profit. The use of all funds shall be in accordance with the requirements of the PIP Program, including without limitation California Health and Safety Code §50470(b)(2)(C)(1), and the PIP Guidelines adopted by the California Department of Housing and Community Development.

4.3 Conditions to Disbursement of Predevelopment Grant Proceeds. City’s obligation to fund the Predevelopment Grant Proceeds for the purposes of Section 4.2 above is conditioned upon the satisfaction of all of the following conditions:

(a) Nonprofit’s delivery to City of a certified resolution indicating that Nonprofit is authorized to consummate this transaction and that the persons executing this ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

7 Agreement and the City Documents on Nonprofit’s behalf have been duly authorized to do so.

(b) Nonprofit’s delivery to the City of evidence of all insurance coverage required in accordance with the requirements set forth in Article 7 hereof.

(c) Nonprofit’s delivery of the Assignment of Architectural and Engineering Agreements, fully executed.

(d) The City has received a written draw request from the Nonprofit, setting forth the proposed uses of funds consistent with the Scope of Predevelopment Work, the amount of funds needed, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred.

(e) There exists no Event of Nonprofit Default nor any act, failure, omission or condition that would constitute an Event of Nonprofit Default under this Agreement.
(f) The proposed use of the funds is in accordance with the Scope of Predevelopment Work.
(g) Nonprofit has entered into an agreement to loan the full amount of the Predevelopment Grant Proceeds to the Partnership, to be used solely for payment of the costs of the Predevelopment Work. Such loan shall be structured as a residual receipts loan, with a term of not less than fifty-five (55) years, with no periodic payments, and with an interest rate of zero.

ARTICLE V

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT

AND CONTROL OF NONPROFIT

5.1 Change Pursuant to this Agreement. Nonprofit has represented that Partnership possesses the necessary expertise, skill and ability to carry out the Predevelopment Work as provided herein. The qualifications, experience, financial capacity and expertise of Nonprofit and Partnership are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Nonprofit. No voluntary or involuntary successor, assignee or transferee of Nonprofit shall acquire any rights or powers under this Agreement, except as expressly provided herein.

5.2 Prohibition on Transfer. Prior to the later of expiration of the term of the Predevelopment Grant, Nonprofit shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of this Agreement or any of the City Documents, without the prior written approval of City, which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to the later of expiration of the term of the Predevelopment Grant, except as expressly permitted by this Agreement, Nonprofit shall not ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

8 undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and/or control of Nonprofit, taking all transfers into account on a cumulative basis.

5.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article V shall not be deemed to prevent a Transfer to an entity which is under the direct control or under common control with Ikaika Ohana or A0575 Rancho Cordova, L.P., or in which Ikaika Ohana or A0575 Rancho Cordova, L.P. or one of its affiliates is the general partner or sole member of the general partner (“Controlled Affiliate”).

5.4 Requirements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement if all of the following requirements are met (provided however, the requirements of this Section 5.4 shall not apply to Transfers described in Section 5.3):

(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete the Predevelopment Work and to otherwise fulfill the obligations undertaken by the Nonprofit under this Agreement.

(ii) The Nonprofit and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of this Agreement together with such documentation of the proposed transferee’s qualifications and capacity as the City may reasonably request.

(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Nonprofit under this Agreement, all other City Documents and all obligations of Nonprofit arising prior to the effective date of the Transfer (unless Nonprofit expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Nonprofit’s obligations set forth in this Agreement.

(iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City.

Consent to any proposed Transfer may be given by the City Manager unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. If the City rejects a proposed Transfer, the City, as applicable, shall provide the reasons for such rejection in writing within thirty (30) days following receipt of written request by Nonprofit, and representatives of the City shall meet with Nonprofit and the proposed transferee to discuss in good faith the reasons for the rejection and Nonprofit’s and transferee’s responses thereto.

5.5 Effect of Transfer without City Consent.

(a) In the absence of specific written agreement by the City, no Transfer by Nonprofit shall be deemed to relieve the Nonprofit or any other party from any obligation under ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

9 this Agreement.

(b) Without limiting any other remedy City may have under this Agreement, or under law or equity, this Agreement may be terminated by City if without the prior written approval of the City, Nonprofit assigns or Transfers this Agreement. This Section 5.5(b) shall not apply to Transfers permitted under Section 5.3.

ARTICLE VI

DEFAULTS, REMEDIES AND TERMINATION

6.1 Event of Nonprofit Default. The following events shall constitute an event of default on the part of Nonprofit (“Event of Nonprofit Default”):

(a) Nonprofit defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 6.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Nonprofit; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, a Nonprofit Event of Default shall not arise hereunder if Nonprofit commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion, and in no event later than ninety (90) days after receipt of notice of the default or such longer period as the City may allow.

(b) A Transfer occurs, either voluntarily or involuntarily, in violation of Article V;

(c) Nonprofit fails to maintain insurance as required pursuant to this Agreement, and Nonprofit fails to cure such default within ten (10) days following notice thereof from the City;

(d) Any representation or warranty contained in this Agreement or in any financial statement, certificate or report submitted to the City in connection with this Agreement or Nonprofit’s request for the Predevelopment Grant proves to have been false in any material and adverse respect when made and continues to be materially adverse to the City;

(e) 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"), Nonprofit (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Nonprofit in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Nonprofit; (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;

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

10 (f) A court of competent jurisdiction shall have made or entered any decree or order:
(1) adjudging the Nonprofit to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Nonprofit or seeking any arrangement for Nonprofit under bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Nonprofit in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of the Nonprofit; (g) Nonprofit shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution; or

(h) The Nonprofit shall have voluntarily suspended its business or Nonprofit shall have been dissolved or terminated.

6.2 City Default. An event of default on the part of City (“Event of City Default”) shall arise hereunder if City fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of thirty (30) days after written notice thereof from Nonprofit to City, or in the case of a default which cannot with due diligence be cured within thirty (30) days, City fails to commence to cure the default within thirty (30) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion.

6.3 City’s Right to Terminate Agreement. If an Event of Nonprofit Default shall occur and be continuing beyond any applicable cure period, then City shall, in addition to other rights available to it under law or this Agreement, have the right to terminate this Agreement. If City makes such election, City shall give written notice to Nonprofit specifying the nature of the default and stating that this Agreement shall expire and terminate on the date specified in such notice, and upon the date specified in the notice, this Agreement and all rights of Nonprofit under this Agreement, shall expire and terminate.

6.4 City’s Remedies and Rights Upon an Event of Nonprofit Default. Upon the occurrence of an Event of Nonprofit Default and the expiration of any applicable cure period, City shall have all remedies available to them under law or equity, including, but not limited to the following, City may, at its election, without notice to or demand upon Nonprofit, except for notices or demands required by law or expressly required pursuant to this Agreement or the City Documents, exercise one or more of the following remedies:

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

11 (a) Exercise any remedies available under the Assignment of Architectural and Engineering Agreements;

(b) Seek specific performance to enforce the terms of this Agreement or City Documents;

(c) Pursue any and all other remedies available under law to enforce the terms of this Agreement and the City Documents and City’s rights thereunder.

6.5 Nonprofit’s Remedies Upon an Event of City Default. Upon the occurrence of an Event of City Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, Nonprofit may bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement.

6.6 Remedies Cumulative; No Consequential Damages. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding anything to the contrary set forth herein, a party’s right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages.

6.7 Inaction Not a Waiver of Default. No failure or delay by any Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive any Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default.

ARTICLE VII
INDEMNITY AND INSURANCE.

7.1 Indemnity. Nonprofit shall indemnify, defend (with counsel approved by City, such approval not to be unreasonably withheld) and hold Indemnitees harmless from and against any and all Claims, including without limitation, Claims arising directly or indirectly, in whole or in part, as a result of or in connection with Nonprofit’s or Partnership’s contractors, subcontractors, agents or employees in the performance of the Predevelopment Work, or any part thereof or otherwise arising out of or in connection with Nonprofit’s performance under this Agreement.

Nonprofit’s indemnification obligations under this Section 7.1 shall not extend to Claims resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 7.1 shall survive the expiration or earlier termination of this Agreement. It is further agreed that City does not and shall not waive any rights against Nonprofit that they it have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Nonprofit, of any of the insurance policies described in this Agreement.

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

12 7.2 Insurance.

(a) Nonprofit shall cause Partnership and all contractors working on behalf of Partnership on the Predevelopment Work to maintain the insurance coverage as described in the City Insurance Requirements attached hereto Exhibit D and incorporated herein.

(b) Prior to the first disbursement of the Predevelopment Grant, Nonprofit shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status.

Each certificate shall contain all provisions required in the City Insurance Requirements.

(c) If any insurance policy or coverage required hereunder is canceled or reduced, Nonprofit shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City 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, City may, without further notice and at its option, procure such insurance coverage at Nonprofit’s expense, and Nonprofit shall promptly reimburse City for such expense upon receipt of billing from City.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, performance by any Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Parties, acts or failures to act of any other public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City), or any other cause beyond the affected Party’s reasonable control. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Parties within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Parties within ten (10) days of receipt of the notice. None of the Parties shall unreasonably withhold consent to an extension of time pursuant to this Section.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of Nonprofit and City (acting in the discretion of its City Manager unless he or she determines in his or her discretion to refer such matter to the City Council). City and Nonprofit acknowledge that adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the Predevelopment Work shall not constitute grounds of enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

13 market changes and/or financial inability, whether or not foreseeable as of the Effective Date.

8.2 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i)
personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery as confirmed by the delivery service.

City
: City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attention: Housing Division
(with copy to City Attorney)
Nonpr
ofit: Ikaika Ohana
2000 E. 4th Street, Suite 205
Santa Ana, California 92705
Atten
tion: John F. Bigley

8.3 Attorneys’ Fees. If any Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements.

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

8.5 B
inding on Succes sors. Subject to the restrictions on Transfers set forth in Article V, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named party shall be deemed to apply to any permitted successor and assign of such party who has acquired an interest in compliance with this Agreement or under law.

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

14 8.6 Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since all of the Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

8.7 Action or Approval. Except as may be otherwise specifically provided in this Agreement, whenever any approval, notice, direction, finding, consent, request, waiver, or other action by the City is required or permitted under this Agreement, such action may be given, made, or taken by the City Manager, or by any person who shall have been designated in writing by the City, without further approval by the City Council. Any such action shall be in writing. The Nonprofit acknowledges that nothing in this Agreement (including any approval by the City Manager in accordance with this Agreement) shall limit, waive, or otherwise impair the authority and discretion of: (i) the City's Community Development Department, in connection with the review and approval of the proposed construction plans for the Development (or any change to such plans), or any use, or proposed use, of the Property, (ii) the City's issuance of a building permit, or (iii) any other office or department of the City acting in its capacity as a governmental regulatory authority with jurisdiction over the development, use, or operation of the Development.

8.8 Entire Agreement. This Agreement, including the exhibits listed below, which are attached hereto and incorporated herein by this reference, together with the other City Documents, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof.

Exhibit A Legal Description of the Property
Exhibit B Scope of Predevelopment Work
Exhibit C Assignment of Architectural and Engineering Agreements Exhibit D City Insurance Requirements

8.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Parties. Any executed counterpart of this Amendment may be delivered to the other Parties by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

8.10 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

8.11 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

15 and assigns, any rights or remedies hereunder.

8.12 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another.

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

8.14 Time of the Essence; Calculation of Time Periods. Time is of the essence for each condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of California.

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

SIGNATURES ON FOLLOWING PAGE.

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

16 IN W
ITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first written above.

NONPROFIT:

IKAIKA OHANA,
a Hawaii nonprofit corporation
By:

Name: John F Bigley
Its: Secretary
CITY:

CITY O

F RANCHO CORDOVA,
a California municipal corporation
By:

Micah Runner, City Manager
ATTEST:

By:

Stacy Leitner, City Clerk
APPR
OVED AS TO FORM:

By:

Adam Lindgren, City Attorney
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

EXHIBIT B

SCOPE OF PREDEVELOPMENT WORK
[To Be Attached]
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

Predevelopment Budget of Grant to Ikaika Ohana
Crossings at Woodberry Way, Rancho Cordova
Approved Budget
Utilities
SMUD-Pole and Line Elevation 315,000.00
SMUD Design Fees 15,000.00
ATT-Design Fees 15,000.00
Charter-Design Fees 10,000.00
PG&E Gas- Design Fees 10,000.00
Dry Utility Consultant 20,000.00
Civil Enginneer
Construction Documents 90,000.00
Landscape Design 12,500.00
Geotechnical 9,500.00
Architect and Consultants
Architecture MEPS-to 1st Plan check 317,100.00
Accoustical 7,200.00
Vapor Barrier Designer 34,200.00
Design 25,000.00
T-24 Energy 8,000.00
Permits/Fees/Plancheck 24,000.00
Application (TCAC) 12,500.00
Legal 12,000.00
Market Studies 8,000.00
Contingency 15,000.00
960,000.00
Budget Line item Values Subject to Change
Total Arch Contract $563,900
Total Civil Contract $130,100
Budget reflects estimated Predev costs
Utility costs are estimates.

EXHIBIT B
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

EXHIBIT C

ASSIGNMENT OF ARCHITECTURAL AND ENGINEERING AGREEMENTS
THI

S ASSIGNMENT OF ARCHITECTURAL AND ENGINEERING AGREEMENTS (the “Assignment”) is made as February 1, 2024 by A0575 RANCHO CORDOVA, L.P., a California limited partnership (the “ Partnership”), in favor of the City of Rancho Cordova, a California municipal corporation (the “City”).

RECITALS
A. Ikaika Ohana, a Hawaii nonprofit corporation (“Nonprofit”) and City have entered into a Predevelopment Grant Agreement, dated as of February 1, 2024, under which the City has agreed to grant to Nonprofit funds for the payment of the costs of certain predevelopment work to be performed with respect to the proposed “Crossings at Woodberry” affordable housing project (the “Development”) to be constructed on real property currently owned by the City at 2738 Woodberry Way in the City of Rancho Cordova, California (the “Property”). Nonprofit has agreed to loan such funds to Partnership for the foregoing purposes.

B. As a condition to making the grant pursuant to the Predevelopment Grant Agreement, the City has required the execution and delivery of this Assignment by the Partnership and the acknowledgment hereof and consent hereto by the architect and engineer referred to below.

NOW, THEREFORE, in consideration of the foregoing, Partnership and City agree as follows:

1. Assignment. Partnership does hereby grant, assign, transfer and set over unto the City all of its right, title and interest in and to (i) those certain plans, drawings, and specifications and any amendments, modifications, supplements, general conditions and addenda thereto (the “Architectural Plans”) prepared by or under the supervision or direction of KTGY Group, Inc (the “Architect”), (ii) that certain [Agreement Between Owner and Architect] dated as of February 1 , 2024 by and between Partnership and Ar chitect (the “Architectural Contract”), (iii) those certain plans, drawings, and specifications and any amendments, modifications, supplements, general conditions and addenda thereto (the “Engineering Plans”) prepared by or under the supervision or direction of Rick Engineering Company (the “Engineer”), and (iv) that certain [Agreement Between Owner and Engineer] dated as of January 23, 2024 by and between Partnership and Engineer (the “Engineering Agreement”). (The Architectural Agreement and Engineering Agreement are collectively referred to herein as the “Design Agreements,” and the Architectural Plans and Engineering Plans are collectively referred to herein as the “Plans.”).

2. No City Duties. City does not assume any of the obligations or duties of the Partnership under and with respect to the Design Agreements unless and until the City shall have given the applicable Architect or Engineer written notice that it has elected to use the Design Agreements for the construction of the Development. If the City does not elect to use the Design Agreements, the City shall have no liability whatsoever for the performance of any of such obligations or duties of the Partnership. For the purpose of the construction of the Development, the City may, in its absolute discretion, reassign its right, title, and interest in the Design ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

the City may, in its absolute discretion, reassign its right, title, and interest in the Design Agreements, upon notice to the Architect and Engineer but without any requirement of the Partnership’s consent. Notwithstanding anything to the contrary contained herein, the City may not elect to use the Design Agreements unless an Event of Default has occurred and is continuing under the Predevelopment Grant Agreement.

3. No Prior Assignment. The Partnership represents and warrants that there has been no prior assignment of the Plans or the Design Agreements, that the Design Agreements are valid and enforceable agreements, and that no party is in default thereunder and that all covenants, conditions and agree ments have been performed as required therein, except those not due to be performed until after the date hereof. The Partnership agrees not to amend or modify the Design Agreements unless the requirements of the Predevelopment Grant Agreement have been met. The Partnership agrees not to assign, sell, pledge, mortgage, or otherwise transfer or encumber its interest in the Design Agreements or Plans so long as this Assignment is in effect.

4. Appointment of City as Attorney -in-Fact. The Partnership hereby irrevocably appoints the City as its attorney -in-fact (which appointment is coupled with an interest and is irrevocable) to demand, receive and enforce the Partnership’s rights with respect to the Design Agreements and the Plans, to make payments under the Design Agreements and to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of the Partnership or, at the option of the City in the name of the City, with the same force and effect as the Partnership could do if this Assignment had not been made.

5. Present Assignment. This Assignment shall constitute a perfected, absolute and present assignment, provided that the City shall not enforce the provisions of the Design Agreements or exercise any other remedies under this Assignment until the City elects to use the Plans. Upon the occurrence of any such election, the City may, without affecting any of its rights or remedies against the Partnership under any other instrument, document or agreement, exercise its rights under this Assignment in any manner permitted by law.

6. Partnership Liability for Costs and Expenses. The Partnership hereby agrees to pay all costs and expenses (including, without limitation, reasonable attorneys’ fees) which the City may incur in exercising any of its rights under this Assignment.

7. Binding on Successors and Assigns. Subject to the aforesaid limitation of further assignment by the Partnership, this Assignment shall be binding upon the Partnership, its successors and assigns, and shall inure to the benefit of the City, its successors and assigns.

8. Amendments and Modifications. This Assignment may be waived, modified, amended, terminated, or discharged only explicitly in writing signed by the City and Partnership.

A waiver signed by the City shall be effective only in a specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of the City’s rights or remedies hereunder. All rights and remedies of the City shall be cumulative and shall be exercised singularly or concurrently, at City’s option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other.

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

IN WITNESS WHEREOF, the Partnership has executed this Assignment of Architectural and Engineering Agreements as of the day and year first above written.

PARTNERSHIP:

A0575 Ran
cho Cordova, L.P.
a California limited partnership
By:

Name: John F Bigley
Its: Manager
APPRO
VED BY CITY:

CITY O

F RANCHO CORDOVA,
a California municipal corporation
By:

Micah Runner, Cit y Manager
ATTEST:

By:

Stacy Leitner, City C lerk
APPR
OVED AS TO FORM:

By:

Adam Lindgren, City Atto rney
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

EXHIBIT “A”
ARCHITECT’S ACKNOWLEDGMENT AND CONSENT
In consideration of the City making of the Grant to the Nonprofit described in the foregoing Assignment, the undersigned architect (the “Architect”) hereby consents to the above Assignment and acknowledges and agrees with the City as follows:

1. The Architect has prepared the Architectural Plans and has entered into the Architectural Agreement with the Partnership, a true and correct copy of which is attached as Attachment No. 1, pursuant to which the Architect has agreed to act as architect in connection with the plans for the construction of the Development.

2. The Plans have not been modified or assigned and the Architectural Agreement is in full force and effect, and no event has occurred or failed to occur as of the date hereof that but for the passage of time or the giving of notice or both would be a default thereunder.

3. The City shall have the right, at its option upon written notice to the Architect, to exercise its right to use the Architectural Plans and ideas, designs, and concepts therein’ contained in connection with the construction of the Development, without paym ent of any additional fees or charges to the Architect, and the Architect shall, at the City’s request, continue performance on City’s behalf under the Architectural Agreement in accordance with the terms thereof, provided that the Architect is compensated in accordance with the Architectural Agreement for all work rendered on City’s behalf. Architect agrees that any and all liens, claims, rights, remedies and recourses that Architect may have or may otherwise be entitled to assert against all or any portion of the Development (as that term is defined in the Assignment) shall be and they are hereby made expressly subordinate, junior and inferior to the liens, claims, rights, remedies and recourses, as created by the various City Documents (as that term is d efined in the Predevelopment Grant Agreement).

4. The disbursement provisions contained in the Predevelopment Grant Agreement shall control the disbursement of loan funds and payments to the Architect notwithstanding any conflicting provisions contained in the Architectural Agreement. Notwithstanding the foregoing, if the City shall elect to assume the Partnership’s obligations under the Architectural Agreement, the payments to the Architect shall be controlled by the terms of the Architectural Agreement.

5. Upon written notice by the City to the Architect, the City may enforce the obligations of the Architectural Agreement with the same force and effect as if enforced by the Partnership; and may perform the obligations of the Partnership; and the Architect will accept such performance in lieu of performance by the Nonprofit and in satisfaction in full of the Partnership’s obligations thereunder.

6. Architect will give the City prompt written notice of any default by the Partnership under the Architectural Agreement.

7. Architect agrees not to terminate the Architectural Agreement or exercise any other remedy under the Architectural Agreement by reason of any defaults by the Partnership unless such default shall have continued for a period of thirty (30) days after written notice of such default ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

is given to the City by the Architect. Furthermore, in the event the Architectural Agreement is terminated or the Architect has exercised any remedy under the Architectural Agreement by reason of a default by the Partnership, the Architect agrees to reinstate the Architectural Agreement and recommence services under the Architectural Agreement, so long as the City assumes the obligations of the Partnership thereunder within a reasonable time. Nothing herein shall require the City to cure any default of the Partnership under the Architectural Agreement.

8. The undersigned hereby certifies that, to the best of its knowledge, the Architectural Plans are in compliance with all applicable building laws, ordinances, rules and regulations affecting the Development and the real estate on which it is situated. Upon completion of the Development, the Architect will certify to the City and to any assignee of the loan made by the City, that the Development has been completed in accordance with the Architectural Plans and all such building laws, ordinances, rules and regulations.

9. The officer signing this consent on behalf of the Architect hereby certifies that the Architect has full authority under all state and local laws and regulations to perform all of its obligations under the Contract in accordance with the terms thereof and that the Architect will comply with all applicable laws and regulations, local, state and federal, in performing such obligations.

10. This Acknowledgment and Consent shall be binding upon and shall inure to the benefit of the Architect and the City, and their successors and assigns.

ARCHITECT:

_________________________

By: ___________________
Name: ___________________
Title: ___________________
Dated: ___________________
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

EXHIBIT A
Architectural Agreement

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

EXHIBIT “B”
ENGINEER’S ACKNOWLEDGMENT AND CONSENT
In consideration of the City making of the Loan to the Nonprofit described in the foregoing Assignment, the undersigned engineer (the “Engineer”) hereby consents to the above Assignment and acknowledges and agrees with the City as follows:

1. The Engineer has prepared the Engineering Plans and has entered into the Engineering Agreement with the Partnership, a true and correct copy of which is attached as Exhibit A (“Engineering Agreement”), pursuant to which the Engineer has agreed to act as engineer in connection with the plans for the construction of the Development.

2. The Plans have not been modified or assigned and the Engineering Agreement is in full force and effect, and no event has occurred or failed to occur as of the date hereof that but for the passage of time or the giving of notice or both would be a default thereunder.

3. The City shall have the right, at its option upon written notice to the Engineer, to exercise its right to use the Engineering Plans and ideas, designs, and concepts therein’ contained in connection with the completion of the Development without payment of any additional fees or charges to the Engineer and the Engineer shall, at the City’s request, continue performance on City’s behalf under the Engineering Agreement in accordance with the terms thereof, provided that the Engineer is compensated in accordance with the Engineering Agreement for all work rendered on City’s behalf. Engineer agrees that any and all liens, claims, rights, remedies and recourses that Engineer may have or may otherwise be entitled to assert against all or any portion of the Development (as that term is defined in the Assignment) shall be and they are hereby made expressly subordinate, junior and inferior to the liens, claims, rights, remedies and recourses, as created by the various City Documents (as that term is defined in the Predevelopment Grant Agreement).

4. The disbursement provisions contained in the Predevelopment Grant Agreement shall control the disbursement of loan funds and payments to the Engineer notwithstanding any conflicting provisions contained in the Engineering Agreement. Notwithstanding the foregoing, if the City shall elect to assume the Partnership’s obligations under the Engineering Agreement, the payments to the Engineer shall be controlled by the terms of the Engineering Agreement.

5. Upon written notice by the City to the Engineer, the City may enforce the obligations of the Engineering Agreement with the same force and effect as if enforced by the Partnership; and may perform the obligations of the Partnership; and the Engineer will accept such performance in lieu of performance by the Partnership and in satisfaction in full of the Partnership’s obligations thereunder.

6. Engineer will give the City prompt written notice of any default by the Partnership under the Engineering Agreement.

7. Engineer agrees not to terminate the Engineering Agreement or exercise any other remedy under the Engineering Agreement by reason of any defaults by the Partnership unless such default shall have continued for a period of thirty (30) days after written notice of such ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

default is given to the City by the Engineer. Furthermore, in the event the Engineering Agreement is terminated or the Engineer has exercised any remedy under the Engineering Agreement by reason of a default by the Partnership, the Engineer agrees to reinstate the Engineering Agreement and recommence services under the Engineering Agreement, so long as the City assumes the obligations of the Partnership thereunder within a reasonable time. Nothing herein shall require the City to cure any default of the Partnership under the Engineering Agreement.

8. The undersigned hereby certifies that, to the best of its knowledge, the Engineering Plans are in compliance with all applicable building laws, ordinances, rules and regulations affecting the Development and the real estate on which it is situated. Upon completion of the Development, the Engineer will certify to the City and to any assignee of the loan made by the City, that the Development has been completed in accordance with the Engineering Plans and all such building laws, ordinances, rules and regulations.

9. The officer signing this consent on behalf of the Engineer hereby certifies that the Engineer has full authority under all state and local laws and regulations to perform all of its obligations under the Engineering Agreement in accordance with the terms thereof and that the Engineer will comply with all applicable laws and regulations, local, state and federal, in performing such obligations.

10. This Acknowledgment and Consent shall be binding upon and shall inure to the benefit of the Engineer and the City, and their successors and assigns.

ENGINEER:

_________________________

By: ___________________
Name: ___________________
Title: ___________________
Dated: ___________________

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

6 EXHIBIT A
Engineering Agreement
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

EXHIBIT D

CITY INSURANCE REQUIREMENTS

Throughout the term of this Agreement, Nonprofit shall cause Partnership to obtain and maintain, at Partnership’s expense, the following policies of insurance.

A. Liability Insurance. Commercial general liability insurance on an “occurrence basis” covering all claims with respect to injury or damage to persons or property occurring on, in or about the Property and the Improvements. The limits of liability under this Paragraph B shall be not less than Two Million Dollars ($2,000,000) combined single limit per occurrence, with a deductible no greater than Ten Thousand Dollars ($10,000) or such higher deductible as may be approved by City, which approval shall not be unreasonably withheld.

B. Worker’s Compensation Insurance. Worker’s compensation insurance, in the amount required under then applicable state law, covering Partnership’s employees, if any, at work on the Predevelopment Work or engaged in services or operations in connection with the Project or the Property. Partnership shall require that any contract entered into by Partnership with regard to work to be undertaken on the Property include a contractual undertaking by the contractor to provide worker’s compensation insurance for its employees in compliance with applicable state law.

C. General Insurance Provisions.

1. All policies of insurance provided for in this Exhibit shall be provided under valid and enforceable policies, in such forms and amounts as hereinbefore specified, issued by insurers licensed to do business in the State of California (or approved to do business in California and listed on the California Department of Insurance list of Eligible Surplus Lines Insurers or successor listing) and having a rating of A-VII or better in Best Insurance Guide or, if Best Insurance Guide is no longer in existence, a comparable rating from a comparable rating service. Nonprofit shall deliver to City certificates evidencing the insurance required to be carried by Partnership under this Exhibit E. If requested by City, Nonprofit shall deliver within ten (10) days following such request, certified, complete copies of the insurance policies required hereunder.

2. Each policy of insurance obtained pursuant to this Agreement, other than worker’s compensation insurance, shall contain endorsements which provide:
(a) A waiver by the insurer of the right of subrogation against City for negligence of the City,
ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

(b) A statement that the insurance shall not be invalidated should any insured waive in writing prior to the loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy, and
(c) A provision that no act or omission of Nonprofit or Partnership which would otherwise result in forfeiture or reduction of the insurance therein provided shall affect or limit the obligation of the insurance company to pay the amount of any loss sustained. (d) By endorsements, City, and its elected and appointed officials, officers, employees and agents shall be named as additional insured under the liability insurance required to be maintained by Partnership hereunder. City shall be named as loss payee on the property insurance policies required to be maintained hereunder.

3. Each policy required hereunder shall include a Notice of Cancellation or Change in Coverage Endorsement which shall provide that such policy shall not be cancelled or materially changed without at least thirty (30) days’ prior written notice by registered or certified mail to City.

4. All insurance policies shall provide that there shall be no exclusion from coverage for cross liability among the listed insureds.

5. Each policy shall contain an endorsement that provides that the insurance applies separately to each insured that is seeking coverage or against whom a claim is made, except with respect to the limits of liability

6. Each policy shall be written as a primary policy not contributing with and not in excess of coverage that City may carry.

7. Each policy shall expressly provide that City shall not be required to give notice of accidents or claims and that City shall have no liability for premiums.

D. Blanket Policies. Any insurance provided for in this Exhibit E may be placed by a policy or policies of blanket insurance; provided, however, that such policy or policies provide that the amount of the total insurance allocated to the Property and the Project shall be such as to furnish protection the equivalent of separate policies in the amounts herein required, and provided further that in all other respects any such policy or policies shall comply with the other provisions of this Agreement.

E. Waiver of Subrogation. To the extent permitted by law and the policies of insurance required to be maintained hereunder, and without affecting such insurance coverage, City and Nonprofit each waive any right to recover against the other:

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

1. Damages for injury or death of persons,

2. Damage to property,

3. Damage to the Property or the Improvements or any part thereof, or

4. Claims arising by reason of any of the foregoing, to the extent that such damages and/or claims are covered (and only to the extent of such coverage) by insurance actually carried by either City, Nonprofit or Partnership.

This provision is intended to restrict each party (as permitted by law) to recover against insurance carriers to the extent of such coverage, and waive fully, and for the benefit of each, any rights and/or claims which might give rise to a right of subrogation in any insurance carrier.

Compliance with Policy Requirements. Nonprofit shall observe and comply with the requirements of all policies of public liability, fire and other policies of insurance at any time in force, and Nonprofit shall so perform and satisfy the requirements of the companies writing such policies that at all times companies of good standing shall be willing to write or to continue such insurance.

5583688.2

ITEM 17.6.

ATTACHMENT 2
Exhibit A to the Resolution

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 17.7.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Albert Stricker, Public Works Director
Quoc Nham, Senior Civil Engineer

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO APPROVE THE LARGE LOT FINAL MAP OF SHALAKO, SUBDIVISION NO. FM- 2022-001-01 AND EXECUTE SUBDIVISION IMPROVEMENT
AGREEMENT CONTRACT NO. 2024-57 WITH SHALAKO

INVESTORS

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City to enter into Subdivision Improvement Agreement Contract No. 2024-57 with Shalako Investors guaranteeing the construction of public roads and the recording of the Large Lot Final Map of Shalako Subdivision No. FM-2022- 001-01 creating 12 private future development lots, 2 commercial lots, 2 park lots, 1 elementary school lot, 1 neighborhood green lot, 18 miscellaneous lots, and roadway widening of Sunrise Boulevard and Kiefer Road and authorize the City Manager to execute Subdivision Improvement Agreement Contract No. 2024-57 with Shalako Investors.

BACKGROUND

The map has been examined and checked for compliance with Title 22 of the City of Rancho Cordova Municipal Code and the California Subdivision Map Act. The City Council approved the Large Lot Tentative Map on August 17, 2020. A Development Agreement was executed on December 2, 2013. The City and Shalako Investors executed an Amended Development Agreement on June 6, 2022. A copy of the final map, Attachment 3, and a copy of the vicinity map, Attachment 4, are included.

Roads are offered for dedication with this subdivision. Performance and labor and material bonds guaranteeing the construction of the public improvements will be provided at approval of improvement plans. Ruggeri~Jensen~Azar has waived the requirement for a bond to guarantee payment for setting the survey monuments with the subdivision. The soil report requirement has been satisfied by Universal Engineering Sciences, dated August 4, 2023.

There are no delinquent taxes against the property and the Tax Collector has so certified. The 2024/2025 estimated taxes have been secured with the Sacramento County Tax Collector.

City Council Staff Report - Page 2 of 2

FISCAL IMPACT AND FUNDING SOURCE

There is no fiscal impact to the City's General Fund.

ATTACHMENT(S)

1. Resolution

2. Subdivision Improvement Agreement 2024-57

3. Final Map Shalako West

4. Vicinity Map Shalako West LLM

ITEM 17.7. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

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

OF CALIFORNIA, APPROVING THE LARGE LOT FINAL MAP OF SHALAKO, SUBDIVISION NO. FM-2022-001-01, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SUBDIVISION IMPROVEMENT AGREEMENT CONTRACT NO. 2024-57

WITH SHALAKO INVESTORS

WHEREAS, the City Council approved the Large Lot Tentative Map on August 17, 2020, per Resolution No. 98-2020; and
WHEREAS, the City Council approved an amendment to the Large Lot Tentative Map on November 8, 2023, per Resolution No. 9-2023, revising the boundaries of the approved Lots 8, 10, 15, and to create Lot 39 and Lot 40 to the previously approved Shalako Large Lot Tentative Map and approval of the Small Lot Tentative Map for the west side of Shalako; and

WHEREAS, the map is in substantial compliance with the approved tentative map; and

WHEREAS, the conditions of approval have been complied with; and

WHEREAS, the map complies with Title 22 of the City of Rancho Cordova municipal code and the California Subdivision Map Act; and

WHEREAS, the approval of final maps is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Regulation Section 15268(b)(3) as a ministerial approval; and
WHEREAS, the City desires to enter into a subdivision improvement agreement with the developer to ensure necessary public improvements are completed and secured with a bond.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does approve the Large Lot Final Map of Shalako Subdivision No.

FM-2022-001-01 and does authorize the City Manager to execute Subdivision Improvement Agreement No. 2024-57 with Shalako Investors in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of May 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ITEM 17.7. ATTACHMENT 1 Resolution No. XX-2024 Page 2 of 2 ATTEST:

David Sander, Mayor

Stacy Leitner, CMC
City Clerk

CONTRACT NO. 2024-57

SUBDIVISION IMPROVEMENT AGREEMENT
SHALAKO WEST LARGE LOT FINAL MAP, SUBDIVISION NO. FM-2022-001-01 THIS SUBDIVISION IMPROVEMENT AGREEMENT (hereinafter, "Agreement") entered into this _____ day of April 2024, by and between the City of Rancho Cordova, (hereinafter "City"), a California municipal corporation, and Shalako Investors, a California limited partnership (hereinafter "Principal").

RECITALS
WHEREAS, Section 66462 of the Government Code provides that if the work of improvement required therein is not completed prior to the acceptance of a final subdivision map, the owner of the subdivision may enter into an agreement with the City upon mutually agreeable terms to thereafter complete the improvements at the owner's expense in consideration of the acceptance of said final subdivision map by the City; and WHEREAS, Section 66499 of the Government Code requires that said work is to be secured by a surety bond or by an instrument of credit issued by a financial institution subject to regulation by the State or federal governments, or by a cash deposit, or by other means; and WHEREAS, City and Principal desire to enter into an improvement agreement as permitted by the Subdivision Map Act under the terms and conditions hereinafter set forth, with respect to that certain Large Lot Final Map ("LL Final Map") in connection with that project known as Shalako West Large Lot Final Map ("Project").

NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants hereinafter set forth, City and Principal agree as follows:

1. Incorporation of Recitals. The foregoing recitals are hereby incorporated by reference.

2. Findings and Conditions of Subdivision Map. Principal recognizes that approval of its LL Final Map is subject to the findings and conditions attached to such approval and hereby acknowledges and agrees to be bound by such findings and conditions.

3. City Approval of Subdivision Map. City agrees to accept on behalf of the public all lands, rights of way and easements therein offered in dedication in the LL Final Map, in accordance with the conditions hereinafter set forth.

4. Completion of Improvements. When required for development of the Project, Principal, or assignee, agrees to complete the work of improvement included within the LL Final Subdivision Improvement Agreement Updated: 03/19/24
Between the City of Rancho Cordova and Shalako Investors, LP 1 ITEM 17.7.

ATTACHMENT 2

CONTRACT NO. 2024-57
Map in accordance with the requirements of the Rancho Cordova Municipal Code and such standard specifications created by applicable City ordinances or resolutions which are in effect at the time of the installation of said improvements. Principal, or assignee, further agrees to complete any improvements included within and identified on the LL Final Map consistent with the terms and also identified in subsequent subdivision improvement agreements ("SIAs") to be executed by the City and Principal, or assignee, following the approval and recordation of small lot final maps ("SLFMs") for the Project, as applicable, and any other improvements as may be reasonably required by the City. The improvements shall be constructed under infrastructure improvement plans to be approved by the City.

5. Restriction on Further Development. A SLFM shall not be recorded, and a building permit shall not be issued, until: (i) all onsite and offsite public utilities and roadway and frontage improvements are installed to serve the parcels subject to or depicted on such SLFM in accordance with the requirements of the Rancho Cordova Municipal Code and such standard specifications created by applicable City ordinances or resolutions which are in effect at the time of the installation of said improvements; or (ii) an appropriate surety bond, instrument of credit, or cash deposit satisfactory to the City is submitted and accepted by the City for said onsite and offsite public utilities and improvements. The LL Final Map shall include the following note:

A small lot final map ("SLFM") shall not be recorded, or development of a large lot identified herein shall not proceed other than pursuant to approved infrastructure improvement plans, or a building permit shall not be issued, unless: (i) all offsite and onsite public utilities and roadway and frontage improvements are installed to serve the parcels subject to or depicted on such SLFM in accordance with the requirements of the Rancho Cordova Municipal Code and such standard specifications created by applicable City ordinances or resolutions which are in effect at the time of the installation of said improvements; or (ii) an appropriate surety bond, instrument of credit, or cash deposit satisfactory to the City is submitted and accepted by the City for said offsite and onsite public utilities and improvements.

Principal shall ensure that any subsequent purchasers, buyers, or developers of any parcels, of any part of the LL Final Map, shall acknowledge and agree to be bound to, in writing, the above­ referenced note in this paragraph and this Agreement.

6. Payment For Services. Principal agrees to promptly pay, when due, all costs for plan checking, inspection services and material testing performed by City pursuant to the requirements of Sections 12.03.210 et. seq. of the Rancho Cordova Municipal Code.

7. Correction of Defects. Principal, or its assignee, agrees to remedy any defects in the improvement arising from faulty or defective construction of said improvements occurring Subdivision Improvement Agreement Updated: 03/19/24
Between the City of Rancho Cordova and Shalako Investors, LP 2 ITEM 17.7.

ATTACHMENT 2

CONTRACT NO. 2024-57
within twelve (12) months after acceptance thereof by City.

8. Indemnity. Principal, or assignee, shall indemnify and hold harmless City from any and all loss, damage or liability arising out of or resulting from Principal's performance or non-performance of his duties and obligations under this Agreement, or from the negligent act or omission of himself, his agents, servants and employees, excluding, however, any such loss, damage or liability arising from the gross negligence or willful misconduct of the City, its officers or employees. Principal shall, at his own cost and expense, defend any and all actions, suits, or legal proceedings arising out of or resulting from the performance or nonperformance of this Agreement, that may be brought or instituted against the City, its officers and employees, on any such claim or demand, and pay or satisfy any judgment that may be rendered against the City in any such action, suit or legal proceedings, or result thereof, regardless whether caused in part by a party indemnified hereunder, excluding, however, any such actions, suits or legal proceedings arising from the gross negligence or willful misconduct of the City, its officers or employees.

9. Improvement Security. (a) At the time provided in a subsequent SIA for a SLFM, Principal, or assignee, shall obtain and furnish to City an improvement security consisting of a surety bond in favor of City, issued by a corporate surety authorized to do business in the State of California, and in form approved by City, securing the faithful performance by Principal of the work of improvement required, and also securing the payment of the costs and interest, if any, due under Sections 12.030.210 et seq. of the Rancho Cordova Municipal Code, as provided in Paragraph 4 herein and an additional bond issued by a corporate surety authorized to do business in the State of California, in the amount of not less than 50 percent of the total estimated cost of the improvement, securing payment to contractor, his subcontractors, and to persons renting equipment or furnishing labor or materials for the improvement.
(b) In lieu of said corporate surety bonds, Principal may furnish an improvement security consisting of a letter of credit, certificate of deposit, or similar instrument of credit, in form satisfactory to City, issued by a financial institution subject to regulation by the State or Federal government, pledging that the funds necessary to meet the performance required herein are on deposit, and guaranteed for payment on demand. Said letter of credit, certificate of deposit, or similar instrument of credit shall provide that the funds designated therein shall become trust funds for the purposes set forth in said instrument. (c) The failure of Principal to commence the required work of improvements, or to complete the same within the time required after commencement thereof, as detailed in the Subdivision Improvement Agreement Updated: 03/19/24
Between the City of Rancho Cordova and Shalako Investors, LP 3 ITEM 17.7.

ATTACHMENT 2

CONTRACT NO. 2024-57
subsequent SIA for a SLFM, shall entitle City to the full payment of the security, or so much thereof as may be necessary to complete the required work of improvement. The amount of the surety bond for faithful performance shall be determined in the subsequent SIA for said SLFM.

The amount of the surety bond for the payment of the claims of the contractor, his subcontractors, and to persons renting equipment or furnishing labor or materials for the improvement shall be at least 50 percent of the above amount. The letter of credit, certificate of deposit or similar instrument of credit, or cash deposit for faithful performance, shall be in the above amount plus an additional 50 percent for the purposes set forth herein. (d) Prior to issuance of improvements plans not already bonded or secured through a subsequent SIA, Principal shall obtain and furnish to City an improvement security in favor of City under Chapter 12.03 of the Rancho Cordova Municipal Code.

10. Improvement Security As Condition Precedent. The furnishing of the improvement security by Principal as required by Paragraph 9 hereof shall be a condition precedent to acceptance by City of the above-described real property and the performance by the City of the covenants herein on its part to be performed.

11. Execution By Real Party In Interest. Where title to the subdivision property is held by the record owner thereof under a holding agreement, this Agreement must be executed by the real party or parties in interest.

12. Waiver of Civil Code Section 2819. Any extension of time hereunder shall not operate to release the surety on any bond filed pursuant to this Agreement or pursuant to a subsequent SIA for a SLFM. In this connection the surety waives the provisions of Section 2819 of the Civil Code of the State of California.

13. Interest. Interest shall accrue at the highest rate permitted by law on all sums from the date payment is due under the terms of this Agreement and the sum due is certain or reasonably capable of being made certain.

14. Attorneys' Fees. In the event that it is necessary for the City to enforce the obligations secured by the improvement security furnished pursuant to Paragraph 9 hereof, the City shall be entitled to recover its costs and reasonable expenses and fees, including reasonable attorneys' fees, as provided for in Government Code Section 66499.4.

15. Amendments. This Agreement may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by the parties hereto.

16. Entire Agreement. This Agreement and any attachments hereto constitute the sole, final, complete, exclusive and integrated expression and statement of the terms and conditions of this Agreement among the parties hereto concerning the subject matter addressed Subdivision Improvement Agreement Updated: 03/19/24
Between the City of Rancho Cordova and Shalako Investors, LP 4 ITEM 17.7.

ATTACHMENT 2

CONTRACT NO. 2024-57
herein, and supersedes all prior negotiations, representations or agreements, oral or written, that may be related to the subject matter of this Agreement.

17. Construction and Interpretation. It is agreed and acknowledged by the Principal that the provisions of this Agreement have been arrived at through negotiation, and that the Principal has had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.

18. Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto. Principal may assign its rights and obligations under this Agreement only with the prior written consent of City, which shall not be unreasonably withheld.

19. Time. Time is of the essence in the performance of each and every term of this Agreement.

SIGNATURE PAGE FOLLOWING
Subdivision Improvement Agreement Updated: 03/19/24
Between the City of Rancho Cordova and Shalako Investors, LP 5 ITEM 17.7.

ATTACHMENT 2

CONTRACT NO. 2024-57
IN WITNESS WH EREOF, the parties hereto have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement.

CITY OF RANCHO CORDOVA,
California Municipal Corporation
Micah Runner, City Manager
Date: ------------
ATTEST:

Stacy Leitner, CMC, City Clerk
APPROVED AS TO FORM:

Adam U. Lindgren, City Attorney
Date: ___________ _
Subdivision Improvement Agreement

SHALAKOINVESTORS,LP
California Limited Partnership
William M. Campbell, Ill, Gene
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Date: � {u.)( ;ki..'j
Joh�-1i6Lf2�
Date: __ o-"--\ �-,-�_t.f __ _
Updated: 03/19/24
Between the City of Rancho Cordova and Shalako Investors, LP ITEM 17.7.

ATTACHMENT 2

ITEM 17.7.

ATTACHMENT 3

ITEM 17.7.

ATTACHMENT 3

6 7
5 4
8 9
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4 ITEM 17.7.

ATTACHMENT 3

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ATTACHMENT 3

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ATTACHMENT 3

ITEM 17.7.

ATTACHMENT 4

MEMORANDUM

City Council Staff Report - Page 1 of 1

ITEM 17.8.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Elizabeth Sparkman, Community Development Director

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CREDIT AGREEMENT CONTRACT NO. 2024-53 WITH K.

HOVNANIAN AT JAEGER RANCH, LLC IN THE AMOUNT OF
$564,317 FOR THE CONSTRUCTION OF PUBLIC OFFSITE TRAIL

IMPROVEMENTS

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute a Credit Agreement with K. Hovnanian at Jaeger Ranch, LLC for construction of public offsite trail improvements.

BACKGROUND

K. Hovnanian at Jaeger Ranch, LLC (the "Developer") is currently constructing a project known as The Ranch. As a requirement of the project, Developer will be constructing a public offsite trail improvement from the northerly trail terminus in Developer's property to connect to an existing trail terminus at Canyonlands Drive, see Figure 1 (Attachment 2).

Developer has provided, and City staff have approved, an engineer's estimate for construction of the trail improvements in the amount of $564,317. The purpose of the Credit Agreement, Attachment 3, is to authorize credits against the Community Renovation Fee paid at building permit up to a total amount not to exceed $564,317.

FISCAL IMPACT AND FUNDING SOURCE

The credits would be applied against the Community Renovation Fee. There is no impact to the City's General Fund.

ATTACHMENT(S)

1. Resolution

2. Figure 1

3. Contract No. 2024-53

ITEM 17.8. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

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

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A CREDIT AGREEMENT IN THE AMOUNT OF $564,317 FOR THE CONSTRUCTION OF PUBLIC

OFFSITE TRAIL IMPROVEMENTS

WHEREAS, in January 2020, the City Council approved entitlements for The Ranch subdivision project ("the Project") including an Ordinance approving a Development Agreement; and

WHEREAS, pursuant to Section 6.3 of the Development Agreement, Developer voluntarily agrees to pay the City a Community Renovation Fee subject to an annual Consumer Price Index (CPI) adjustment; and

WHEREAS, the City desires, and the Developer agrees that Developer shall cause to be constructed certain offsite bike/pedestrian trail improvements that connect the Developer's northerly trail terminus to an existing trail terminus at Canyonlands Drive; and

WHEREAS, the City desires to award Developer fee credits towards the Community Renovation Fee as described in Section 6.3 of the Development Agreement in an amount equal to the City approved engineer's estimate of construction costs of the trail improvements.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA that the City Manager is authorized to execute the Credit Agreement with K. Hovnanian at Jaeger Ranch, LLC in the amount of $564,317 for construction of public offsite trail improvements.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of May 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

David Sander, Mayor

Stacy Leitner, CMC
City Clerk

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ITEM 17.8.

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ATTACHMENT 3

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ATTACHMENT 3

ITEM 17.8.

ATTACHMENT 3

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 17.9.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Rob Nunley, Information Technology Manager

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2024-64 WITH PROUD AUDIO VISUAL FOR AUDIO

VISUAL SYSTEM UPGRADES TO THE AMERICAN RIVER NORTH

AND SOUTH CONFERENCE ROOMS FOR AN AMOUNT NOT TO
EXCEED $116,598

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute a contract with Proud Audio Visual for Audio Visual (AV) upgrades to the American River North and South conference rooms.

BACKGROUND

The American River Rooms at City Hall are heavily utilized for both public and private events and have seen an increase in usage in recent years. The American River conference rooms are utilized frequently to hold city workshops and special council meetings, which are often streamed for remote public viewing. To keep pace with the increased demand and modern technology expectations, it is necessary for the technology in these rooms to be updated to maintain reliability and enable greater audio and video capability and access for meetings.

The audiovisual improvements planned for the American River rooms include upgrading and relocating the AV equipment from the Council Chambers to the storage closet in American River South, adding another camera that faces the front of the room, relocating the mounted projector, and adding streaming capability from the room directly to the City's website. The City has selected Proud Audio Visual to complete these upgrades due to their familiarity with the City's existing audiovisual configuration. Staff have submitted an application for these improvements to be paid with the City's Fiscal Year 2024-25 Public Educational Governmental (PEG) funding allocation. That said, in order to expedite these improvements, the City will provide the initial funding from the Facilities Fund with the expectation that these expenses are fully reimbursed next Fiscal Year.

FISCAL IMPACT AND FUNDING SOURCE

City Council Staff Report - Page 2 of 2

This contract would initially be funded through the Facilities Fund and there is currently budget authority for these expenses. It is anticipated that these expenses will be fully reimbursed through the City's Fiscal Year 2024-25 PEG funding allocation.

ATTACHMENT(S)

1. Resolution

ITEM 17.9. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

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

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH

PROUD AUDIO VISUAL FOR AUDIO VISUAL SYSTEM UPGRADES TO THE AMERICAN

RIVER NORTH AND SOUTH CONFERENCE ROOMS IN AN AMOUNT NOT TO EXCEED $116,598

WHEREAS, the City of Rancho Cordova desires to enter into Contract No. 2024-64 with Proud Audio Visual in an amount not to exceed $116,598 for the American River North and South conference rooms; and

WHEREAS, upgrades will be performed to modernize the technology and ensure remote public access to City Council workshops held in these conference rooms; and

WHEREAS, it is necessary for the technology in these rooms to be updated to maintain reliability and enable greater audio and video capability and access for meetings; and

WHEREAS, the City has selected Proud Audio Visual to complete these upgrades due to their familiarity with the City's existing audiovisual configuration.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA authorizes the City Manager to execute a contract with Proud Audio Visual for audiovisual system upgrades to the American River North and South conference rooms in an amount not to exceed $116,598 in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 6th day of May 2024 by following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

David Sander, Mayor

Stacy Leitner, CMC
City Clerk

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 17.10.

DATE: May 6, 2024

TO: Honorable Mayor and Council Members

FROM: Michelle Mingay, Finance Manager

SUBJECT: A RESOLUTION APPROVING THE ANNEXATION OF THE

PRESERVE INTO THE CITY OF RANCHO CORDOVA COMMUNITY
FACILITIES DISTRICT NO. 2013-2 (POLICE SERVICES)

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

In April 2024, the property owners signed a unanimous approval of the annexation to Community Facilities District No. 2013-2. Adoption of the Resolution would approve Annexation Map No. 13 for The Preserve project into Community Facilities District No. 2013-2 (Police Services) (hereinafter “CFD No. 2013-2”), and direct the City Clerk to execute and record the Boundary Map and Notice of Special Tax Lien for the project.

BACKGROUND

On December 17, 2012, the City adopted a Resolution of Intention to establish a Community Facilities District (CFD) and Future Annexation Area for Citywide police services. On January 22, 2013, the City adopted the Resolution forming CFD No. 2013-2 pursuant to the Mello-Roos Community Facilities Act of 1982 (State of California Government Code Section 5311 et seq.) (the “Act”). The action defining the Future Annexation Area for the District provided for a more efficient process for the annexation of property when the property owners have provided for their unanimous consent. Defining the Future Annexation Area provided the Resolution of Intention, noticing, and public hearing for the entire Future Annexation Area so these steps do not need to be repeated for each annexation.

The annexation process for projects within the Future Annexation Area has been simplified to receiving a petition and waiver from the property owner(s), the City Council approving the Annexation Boundary Map by Resolution, followed by the recording of the Annexation Map and Notice of Special Tax Lien by the City Clerk.

FISCAL IMPACT AND FUNDING SOURCE

The project included in this action was conditioned to annex to provide funding for police services. This condition will be met with the annexation of the project into CFD No. 2013-2.

ATTACHMENT(S)

City Council Staff Report - Page 2 of 2

1. Resolution

2. Exhibit A to the Resolution - Boundary Map

3. Exhibit B to the Resolution - Notice Special Tax Lien

ITEM 17.10. ATTACHMENT 1 Resolution No. XX-2024 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2024

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

OF CALIFORNIA, APPROVING THE BOUNDARY MAP FOR THE PRESERVE ANNEXATION INTO THE CITY OF RANCHO CORDOVA COMMUNITY FACILITIES DISTRICT NO. 2013-2 (POLICE SERVICES)

WHEREAS, the Conditions of Approval for the Preserve Subdivision requires the property owner/applicant to provide funding for police services; and WHEREAS, on December 17, 2012, the City adopted Resolution No. 122-2012 declaring its intention to establish Community Facilities District No. 2013-2 (Police Services) (the “District”) and Future Annexation Area. On January 22, 2013, the City adopted Resolution No. 10-2013 forming CFD No. 2013-2 pursuant to the Mello-Roos Community Facilities Act of 1982 (State of California Government Code Section 5311 et seq.) (the “Act”); and

WHEREAS, the action defining the Future Annexation Area for the District provided for a more efficient process for the annexation of property when the property owners have provided for their unanimous consent such that the annexation process for projects within the Future Annexation Area has been reduced to receiving a petition, consent and waiver from the property owner(s); and

WHEREAS, in April 2024, the property owner executed a unanimous approval form which irrevocably consents to and votes in favor of the annexation of the property to the District and the levy of the special tax on the property to finance the services of the CFD in accordance with the Rate and Method of the District; and

WHEREAS, in the case of annexation proceedings, pursuant to Streets and Highways Code Section 3110.5 a separate map of the area proposed to be annexed is required to be prepared and adopted; and

WHEREAS, City staff has caused to be prepared Annexation Map No. 13 for the property known as the Preserve project, Exhibit A attached hereto, for the annexation of the property to CFD No. 2013-2 (Police Services).

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

1. The Council finds and determines the above recitals are true and correct.

2. Council approves Annexation Map No. 13 and finds and determines that the territory shown in the Annexation Map is hereby added to and made a part of the District with full legal effect.

3. The City Clerk is directed to execute and record Annexation Map No. 13 in the office of the County Recorder of Sacramento County not later than 15 days after the adoption of this resolution.