Agenda Packet — Redding City Council, April 18, 2023 (part 2 of 3)

Reference: Stillwater Business Park Phase 2B Roads
new culverts, culvert extensions, drainage modification, vegetation removal, utility relocation, paving, sign installation, and striping. the majority of work will occur within City right of way; however, permits to enter and construct will be needed in order to construct roadways adjacent to private property and to construct or modify culverts. Permanent right of way acquisition will not be required.

The limit of investigation for this work will be confined to the ESL provided by the City in the RFP attached). The City is funding the project, as the lead agency, the City anticipates compliance with CEQA by adopting a City -prepared IS/ MND, Stantec will prepare the IS/ IVIND for the City. The City will be responsible for submitting any regulatory permit applications prepared by Stantec as a part of this SOW, and payment of any required fees or mitigation costs. Permits are assumed to include a Section 404 Nationwide Permit 14 ( Linear Transportation Projects) from U. S. Army Corps of Engineers, a Section 401 Water Quality Certification permit from the Regional Water Quality Control Board RWQCB), and a Section 1600 Lake or Streambed Alteration Agreement from California Department of Fish and Wildlife ( CDFW). Following is our proposed scope of work, a tentative completion schedule, and our cost estimate.

Scope of V"Vork
Based on our expertise and understanding of the proposed project and guidance provided by the City, we propose the following scope of work.
ra ask ', Project Arlanagenlellt and Coord-Ination
Under this task, Stantec will maintain an open line of communication with the City (as appropriate) throughout the duration of the project. This will be accomplished through a combination of up to one ( 1) field site visit, conference calls, informal communications (e. g., e-mails), and submittals of pertinent written correspondence.

Deliverables: Meeting notes; emails summarizing conversations; project updates.

Meeting( s): Attendance at up to one ( 1) project site visit.

Assumptions: None.
11 ask 2: Gttuiral Resources Investigation
Rtantec will conduct a cultural resources in th,-, v* e,#t Section 106 of the National Historic Preservation Act. The investigation will include the following tiements:

Pre -Field Records Search and Research. In order to determine presence/ absence of cultural resources; presence and extent of previous investigations; and to compile historical information relevant to the proposed project, Stantec will conduct a records search of existing background and supporting materials from the California Historical Resources Information System at the Northeast Information Center at Chico State University and other historical primary source venues ( e. g., archives, libraries, historical societies), as appropriate.

Native American Outreach, Stantec will contact the Native American Heritage Commission ( NAHC) and request a search of the NAHC Sacred Lands File and a list of local Native American representatives, The purposes of the outreach will be to determine if any Native American groups or individuals have any interest in or concerns with the proposed project. Stantec will contact each Packet Pg. 224 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

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Reference: Stillwater Business Park Phase 28 Roads
individual or tribal group on the NAHC list by letter and email and a follow-up phone call, if necessary. Any formal consultation with Native American individuals and/ or groups will be conducted by the Corps.

Pedestrian Survey. —Stantec will complete an intensive pedestrian survey of the project' s Area of Potential Effects ( APE), defined by Stantec' s senior archaeologist, to identify any cultural resources.

The survey will be conducted by walking transects spaced no greater than 15 meters apart over the entire project APE. The pedestrian survey will identify:
the presence/ absence of cultural resources visible on the surface; the present condition of the local environment;
environmental factors that may have affected use of the areas by prehistoric and historic occupants ( e. g., elevation, food or material resources, Proximity to water); and environmental factors that may have limited the survival or visibility of archeological remains e. g., erosion, modem disturbance).

A maximum of three existing sites or newly identified sites ( e. g., historic buildings, linear features, lithic scatters) identified within the project APE will be updated and/ or recorded in a manner consistent with the Secretary of the Interior' s Standard and Guidelines for Identification of Cultural Resources ( 48 CFR 44720- 23). If necessary, California Department of Parks and Recreation Series 523 forms will be prepared, along with appropriate supporting forms ( e. g., archeological site record, linear feature records, site sketch map, location map).

Cultural Resources Investigation Report. Upon completion of the cultural resources investigation, Stantec will prepare a cultural resources investigation report documenting the findings of the research and pedestrian survey. The report will include information and follow the format described in the Archeological Resource Management Reports: Recommended Contents and Formal California Office of Historic Preservation 1979) and complies with the Corps Guidelines for Compliance with Sections 106 of the National Historic Preservation Act (March 24, 2014). This report will include an overview of the project' s regulatory, environmental, and cultural contexts; discuss Native American community outreach and communication efforts; describe any cultural resources documented in the APE; and provide a National Register of Historic Places ( NRNP) eligibility recommendation for each recorded site or feature. ( Note: This proposal does not include any investigations to provide formal determinations of NRNP eligibility for any cultural resources in the project APE.) Because of the confidential nature of cultural resources information, the report will be provided as a stand- alone report to be submitted to the City and will not be distributed to the public.

Deliverables: An electronic copy of the draft cultural resources investigation report an electronic copy of the final cultural resources investigation report with supporting files; up to five ( 5) hard copies of the final cultural resources investigation report.

Meeting ( s): Not applicable.

Assumptions: None.

Task 3: Biological Resou.r, es, Assessment
Review the California Natural Diversity Database ( CNDDB) and the California Native Plant Society ( CNPS) database for reported occurrences of special -status species in the project area and its vicinity ( within 5 miles of the study area). Review an official species list obtained from Packet Pg. 225 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) NEENE

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Reference: Stillwater Business Park Phase 2B Roads
the U. S. Fish and Wildlife Service ( USFWS), Obtain a species list using the National Marine Fisheries Service ( NMFS) biogeographic database and species list generator.

Conduct a reconnaissance -level biological survey to assess the vegetative communities present in the project area. The field survey will identify and map each vegetative community type, significant features ( e. g., nest trees, aquatic resources), and habitats with potential to support special - status plants and wildlife. Information collected during the biological survey will be used to support the habitat -based assessment of special - status plants and animals with potential to occur in the project area. Suitable habitats for special -status species and the location( s) of other sensitive biological resources will be mapped. Note: this scope does not include protocol -level or target surveys for any special -status species.

Prepare a biological resources assessment report that will document the findings of the desktop review and reconnaissance -level field survey. The report will include a review of regionally occurring special -status species, a discussion of the habitat requirements of these species, likelihood of their occurrence, and an assessment of potential project -related effects on special - status species and aquatic resources. A list of recommended avoidance and minimization measures that can be implemented during project activities to avoid or minimize potential for adverse effects on special -status species and aquatic resources will also be provided. The analysis provided by the biological resources assessment report will include an assessment of whether project -related impacts may rise to the level of take, as defined under the ESA, and be sufficient to support informal ESA Section 7 consultation with the USF WS and/ or NMFS. If it is determined that take of federally listed species is likely to occur, the City will be notified and an amended scope and cost for preparation of a biological assessment ( BA) to support formal ESA section 7 consultation will be provided to the City.

Deliverables: An electronic copy of the draft biological resources assessment report; an electronic copy of the final biological resources assessment report with supporting files.

Meetings: Not applicable.

Assumptions: Protocol -level wildlife or botanical surveys will not occur as part of this task,
knk 4. Wetland Dellneatiorl
Stantec will use Corps methodology to conduct a delineation of aquatic resources in the Phase 2b roadway construction ESL including those features that may be federal and state jurisdictional.

Stantec will prepare a map ( minimum scale of 1'= 200') using geographic information systems technology on a base topographic map( s) or aerial imagery provided by the City. Findings will be summarized in a brief technical memorandum that describes the feature( s) characteristics in the context of federal three -parameter and state one -parameter jurisdictional criteria and will include a determination of potential jurisdiction. The City will provide the project design in CAD format that Stantec will overlay onto the map. Project -related impacts on jurisdictional feature( s) will be quantified in a table.

Defiverables: Electronic version of the draft wetland delineation techni memorandum, including a delineationlinn pacts figure; fin electronic version of the technical memorandum and figul Packet Pg. 226 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) Page oam
Reference: Stillwater Business Park Phase 26 Roads
Meeting( s): Attendance by a Stantec wetland scientist at one ( I field meeting with a Corps representative to verify the df!liineation, Assumptions: The City will provide the project design in CAD format.

Task 5- Air QualitylGreenhouse Gasesiffineogy
The project is in the Northern Sacramento Valley Air Basin ( NSVAB) under the jurisdiction of the Shasta County Air Quality Management District ( SCAQMo).

Stantec will provide a technical memorandum evaluating the project' s impact on air quality, greenhouse gases ( GHGs), and energy with respect to the CEQA Appendix G checklist questions.

Criteria Air Pollutant and GHG Emissions Estimate. The 20O5DE| S/ E| Rdid not include an evaluation ofthe roadway construction orexpansion that improposed with the project. Theehnms the Phase i| Roadway Pr eot' mconstruction and operational emissions have not been included iothe 2OU5 DBS/ BRanalysis. Additional air quality modeling through the most uptndate models ( the California Emissions Estimator Model [ Ca| EEMod] or Road Construction Emissions Model) will be performed.

Pollutants to be assessed include reactive organic gases ( ROG), oxides of nitrogen (NOJ, carbon monoxide ( CO). particulate matter ( PW1O). and fine particulate matter ( PM2. 5). and carbon dioxide equivalents in metric tons ( MTCO2e). This task includes one round of comprehensive emissions modeling. Significance will be determined by comparing the roadway expansion and construction emissions tothe GCAQMDLevel Aand Level Bthresholds shown below, Level AThresholds 25pounds per day nfeither oxides ofnitrogen ( NO,) orreactive organic compounds ( ROB). 8Opounds per day ofinhalable particulate matter ( FM10) Level BThresholds 137pounds per day ofeither NO, RQG. urPM1Q Neither the City of Redding nor the SCAQMD have adopted GHG thresholds of significance under CEQA, There has been considerable case law regarding the application of quantitative bright -line thresholds and efficiency- bsaedthresholds, Currently, there isinsufficient data 10establish either type of quantitative threshold for the City of Redding, Additionally, construction emissions are typically determined tnbeless than significant because oftheir temporary nature, Aasuch, GHGconstruction emissions will be disclosed and the project' s consistency with best management practices for the reduction of construction GHG emissions and consistency with applicable GHG reduction plans will be qualitatively assessed -
Health RiehAssmssment. BncaueetheProjam' uoonotmotionemiooinnoha" e1hepotenha| tn exacerbate air quality impacts to adjacent offsite residences, a quantitative construction HRA may be required. Notably, the Office of Environmental Health Hazard Assessment ( OEHHA) provides recommendations in its 2015 Hotspot Program Guidance to model construction health risks for construction lasting longer than two months. However, as a linear project, construction may not be concentrated inaparticular location. Accordingly, aqualitative assessment ofconstruction risk will be provided. The project may elect to incorporate best management practices for reducing construction exhaust emissions such amutilizing cleaner burning Tier 4equipment.

Energy. Stantec will determine potential energy use of the Project and the potential increases associated with the implementation ofthe project, consistent with modelling conducted for air quality and greenhouse gas emissions,
Packet Pg. 227 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

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Reference: Stillwater Business Park Phase 2B Roads
Deliverables: An electronic copy of the draft AQ/ GHG/ Energy technical memorandum; an electronic copy of the final AQ/ GHG/ Energy memorandum,
Meeting( s): Not applicable.

Assumptions:

The criteria air pollutant/ greenhouse gas modeling includes one round of comprehensive modeling. This scope includes 10 hours of modeling. If the level of effort exceeds the estimated number of hours a budget augment may be requested.

No ambient air quality analysis is included.

No operational emissions modeling.

A qualitative assessment of CO hotspots will be provided. If it is later determined that a quantitative assessment of CO is necessary, a budget augment will be requested.

This scope of work includes a qualitative assessment of construction health risks. If it is later determined that a quantitative assessment is required a scope and budget amendment will be provided for review and approval,
Major changes to the project features, design, schedule, or other parameters that precipitate revisions to the emissions modeling may also warrant a budget augment.

Changes to the project that occur after completing the analysis that require re -modeling will be considered additional work that is not covered by this scope of work.

The proposed fees include the review of one set of comments, whether verbal or written, and one revision of the technical memo ( if necessary). If responses are required for additional governmental agency comments, the responses and revision of the memo will be billed on a time -and -material basis.

Stantec assumes that the construction equipment and vehicle list will be provided by the Client and will include sufficient information to allow the emissions estimate to be prepared. The following data is necessary to prepare the emissions estimate:

The timing of construction.

Construction equipment type, horsepower rating, and number of pieces of each type of construction equipment anticipated
Amount of import or export of soil during construction.

I '
It , 61- Forepa- e -R CEQA Initial( Negative Diaclarc tion Based on information contained in the RFP, the environmental compliance document will be a CEQA Initial Study ( IS)/ Mitigated Negative Declaration ( MND). At the direction of the City, Stantec will prepare an IS/ MND on behalf of the City for project approval.

Sublaslk 6"Al .' Prepare AfT!`iflistraDve Draft ISIVIND Stantec will prepare an IS using the checklist included as Appendix G to the CEQA Guidelines. Each issue area provided in the Appendix G checklist will be evaluated at a suitable level of detail to fully address all potential effects of the proposed project, The IS will include the project description, an environmental setting, and a discussion of potential impacts and their levels of significance. It will Packet Pg. 228 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

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Reference: Stillwater Business Park Phase 28 Roads
incorporate preliminary results of the technical studies ( Tasks 2- 5 and optional task 8, if the latter are necessary), as well as qualitatively assess potential project -related impacts on air quality, traffic, noise, hydrology/water quality, and other pertinent resource topics. Recommendations for mitigation measures will be identified and used to confirm that an MND is still appropriate ( as opposed to an Environmental Impact Report), Stantec will prepare additional sections required by the CEQA Guidelines ( e. g., cumulative impacts, growth -inducing effects, draft mitigation monitoring and reporting program) to produce an IS/ MND, The Administrative Draft IS/ MND will be submitted to the City for initial review and comment.

Deliverables: An electronic copy of administrative draft IS/ MND Meeting ( s): Not applicable.

Assumptions: None.

Subtask 6, 2,, r-'repare ant Clh-Collate_ Pgjt)! 1c Draft 6111VIND After the City has provided comments on the Administrative Draft IS/ MND, Stantec will incorporate comments and prepare a public draft IS. Stantec will also prepare a Notice of Completion and Notice of Intent to Adopt a Mitigated Negative Declaration in preparation for the 30 -day public review period and submittal to the State Clearinghouse. Stantec will coordinate with the City to announce the availability of the Draft IS/ MND for public review and distribute the draft document to the public and agencies. The Notice of Intent will be published in the Record Searchlight and posted with an electronic version of the document on the City' s website. Stantec will mail hard copies of the Draft ISIMND, or electronic versions on thumb drives, to the public and agencies on the City' s distribution list ( up to 15 copies are assumed), in addition, we will complete the Notice of Completion ( NOC) form on behalf of the City and submit to the State Clearinghouse by uploading the CECA public draft document package to the CEQAnet Web Portal. We recommend the City provide a 30 -day public comment period. The City will be responsible for posting documents to the City' s website.

If the City identifies the need for a public hearing during the review period, the Stantec protect manager will be available to attend the hearing and present the results of the IS/ MND. Formal recording of the hearing will be the responsibility of the City, if determined to be necessary, but Stantec wilt take notes on oral comments received, if any. The City would be responsible for arranging for stenographer or other means to record oral testimony at any public hearings.

Deliverables: An electronic copy of draft IS/ IVIND report; up to fifteen ( 15) hard copies and up to fifteen ( 15) electronic copies on thumb drives of the public draft IS/ MND; one hard copy of the Notice of Compietio and an electronic copy of the Notice of Intent.

Meeting ( s): One meeting to discuss document distribution and planning meeti for the public hearing and attendance at one public hearing, Assumptions: None, I
Subtask, 6, 31, Prepare Final 1SWIND
During the public review period, Stantec will compile and review comment letters received on the draft IS/ MND, At the close of the public review period, Stantec will coordinate with the City to prepare responses to comments and identify areas of the IS/ MND that may need to be revised. We assume comments will be minimal ( up to five comment letters) and will require minimal revisions to the IS/ MND.

The responses to comments and copies of comment letters will be appended to the Final ISAVIND.

Stantec will submit the Final IS/ MND to the City and assist with distribution of the document to persons who commented on the Draft IS/ MND as determined in coordination with the City.

Packet Pg. 229 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

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Reference: Stillwater Business Park Phase 21S Roads
Once mitigation measures have been finalized, Stantec will prepare a comprehensive Mitigation Monitoring and Reporting Plan ( MMRP) to assist in implementation of the measures identified in the IS/ MND. Stantec will prepare a draft version of the MMRP for review and approval by the City and will finalize the MMRP and include it with the Final IS/ MND. The MMRP will include:

Mitigation requirements by environmental topic or resource area:

Criteria for measuring success and/ or completion of mitigation-, Party( ies) responsible for implementation; and
Party( ies) responsible for monitoring/ reporting.

Stantec will coordinate the final stages of the CEQA process with the City. CEQA approval, via adoption of an MND, would be obtained at a regularly scheduled meeting of the City Council. Stantec' s Project Manager will attend the public hearing on the Final IS/ MND before the City Council and be available to respond to questions.

CEQA requires that the lead agency file a Notice of Determination ( NOD) with the County Clerk and the State Clearinghouse (Office of Planning and Research) within 5 days after deciding to approve a project for which a MND has been adopted. Stantec will prepare the NOD for review and signature by the City.

Stantec assumes the City will file the NOD with the County Clerk and State Clearinghouse and pay appropriate filing fees. The filing of the NOD will initiate a 30 -day statute of limitations.

Deliverables: An electronic copy of administrative draft Final ISIMND report and MMRIP; up to fifteen ( IS) hard copies and up to fifteen ( IS) electronic copies on thumb drives of the final ISIMND and MMRP,
Meeting ( s): Attendance at one public hearing on the Final ISIMND.

Assumptions: None.
s
ulatory Permit Assistance [ Cleean Waiter Act Sections 404 40-1 and Fish and Gaeta Code 1600)
Upon authorization, Stantec will prepare permitting packages for the City' s signature and submittal.

Based on a preliminary review of the proposed project, the following permits are anticipated to be required:

Based on the nature of the proposed project, if any waters of the United States might be impacted by project implementation, the project will likely qualify for coverage under Nationwide Permit # 14 for Linear Transportation Projects, Preparation of an Individual Permit application or Letter of Permission is excluded from this scope of work, To obtain coverage under the Nationwide Permit, Stantec will prepare a pre -construction notification and provide details on the anticipated project impacts ( i. e., placement of fill) on waters of the United States, including wetlands, The City will be responsible for providing Stantec with the project detail necessary to complete the pre -construction notification ( e, g., area, type, and volume of fill material), If mitigation is required for project impacts, Stantec will prepare a conceptual riparian mitigation plan that discusses on- site mi ir
to offset impacts on wetlands or other waters. We assume a detailed mitigation plan will not be required.

Stantec wilt provide an electronic version of the pre -construction notification to the City for review and will address any comments. Once finalized, Stantec will submit the application to USACE on behalf of Packet Pg. 230 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

Page 9 of 12 ends

Reference: Stillwater Business Park Phase 28 Roads
the City and wilt provide technical support ( e. g., respond to USACE questions) during the USACES review process.

Section 401 Water Quality Certification ( Central Valley Regional Water Quality Control Board).

Stantec will provide an electronic version of the draft w rti t' fl allM19
Deliverables: Electronic copies of the draft versions for each permit application identified above: Electronic copies of the final versions of each permit application identified above.

Meeting( s): Participation in one ( 1) pre -application meeting with Central Valley RWQCB.

Assumptions:

Preparation of an Individual Permit application or Letter of Permission is excluded from this scope of work.

The City will be responsible for providing Stantee with the project detail necessary to complete the pre -construction notification ( e. g., area, type, and volume of fill material).

The City will grant user access to Stantec for the purpose of the CDFW EPIMS online submittal.
o Payment of the application fees will be the responsibility of the City, Packet Pg. 231 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

Page 10 of 12 ends

Reference: Stillwater Business Park Phase 2B Roads
Optional Tasks
Task & Botanica! -PL1r,,,jey
Based on a desktop review of site photographs, aerial imagery, CNDDB occurrence records in the project area and vicinity, and the CLAPS database, the project area may contain suitable habitat for special -status plant species. A botanical survey should be conducted to determine if special -status plant species are present in the project area. Stantec will complete the following:

Conduct a two -visit botanical survey of the project study area during the spring and summer of 2023. The survey will be conducted in general accordance with California Department of Fish and Wildlife Protocols for Surveying and Evaluating Impacts to Special Status Native Plant Populations and Sensitive Natural Communities, The timing of the survey will correspond with the blooming period ( i. e., temporal period when unique floral structures are present and identifiable) for special -status vascular plant species with potential to occur on the project area.

The survey visit timing will depend on the progression of environmental parameters ( e.g., rainfall and temperature patterns this winter and spring).

The results of the botanical survey will be appended to the biological resources assessment report (Task 3). The report will include a comprehensive list of all vascular plant species observed within the project area, including invasive species, and a figure showing location( s) and acreage( s) for any special - status plant species occurrence( s) detected.

Deliverables: None, Botanical survey results are included in the biological resource assessment report ( Task 2).

Meetings: None,
Assumptions: None.

Cornpletion Schedule
Stantec will complete the tasks described herein as described in Table 1, Table 1. Completion Schedule
Deliverable
Task 1. Project Management and Coordination
Task 2, Cultural Resources Investigation
Task 3. Biological Resources Assessment
Task 4. Wetland Delineation
Completion Schedule
Beginning after receipt of fully executed contract and notice to proceed.

Draft cultural resources investigation report will be ready for submittal to the City within ten ( 10) weeks after receipt of stable project description.

Draft biological resources assessment will be ready for submittal to the City within four (4) weeks after receipt of stable project description, including project design data ( e. g., CAD), Administrative Draft Weiland Delineation will be completed within
and an established ESL
Packet Pg. 232 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

Page 11 of 12 ends

Reference: Stillwater Business Park Phase 2B Roads
Task 5. Air Qualify/ Greenhouse Gases/ Energy The draft technical memorandum will be provided within five ( 5) weeks from receipt of all data necessary to complete the analysis.

Task 6: Prepare CEQA Initial Study/ Mitigated Subtask 6. 1. Prepare Administrative Draft IS/ MND Eight ( 8) Negative Declaration weeks after approval of technical documents by
SWRCB
Subtask 6.2. Prepare and Circulate Public Draft IS/ MND Four 4) weeks after receipt of administrative draft
comments
Subtask 6.3. Prepare Final MND/Coordinate Project Approval Four ( 4) weeks after completion of 30 -day public
comment period
Task 7: Regulatory Permitting Assistance Four (4) weeks after Tasks 2- 5 and optional task 8 is complete, administrative draft permit applications will be provided to the City. Application submittals will be conducted within one ( 1) of final administrative draft approvals. Assume a minimum of 3-6 months for agencies to issue permit/ authorization, Note:

Adoption of the CEQA document is required prior to permit authorizations.

Task 8: Botanical Survey ( Optional) Protocol - level survey will be timed to the Spring 2023 blooming season for special - status plants; technical memorandum will be completed four ( 4) weeks after completion of survey. This is an optional task that will be conducted upon request.

Cost Estin'tate
The estimated cost to complete the work described herein, including the optional Task 8, is $ 149, 738 Table 2). The new total contract budget will increase from $41, 991 to $ 191, 729.

Table 2. Cost Estimate
Tasks Cost
Task 1. Project Management and Coordination 7668
Task 2. Cultural Resources Investigation 20,606
Task 3. Biological Resources Assessment 12, 902
Task 4. Wetland Delineation 8,338
Task 5. Air Quality/ Greenhouse Gas/ Energy 12, 164
Task 6: Prepare CEQA Initial Study/ Mitigated Negative Declaration 36, 058 Task 7: Regulatory Permitting Assistance 43, 114
Packet Pg. 233 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) August 8, 2022

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Reference: Stillwater Business Park Phase 26 Roads
Subtotal
140, 860
Optliostaff" ask Cost
Task 8. Botanical Survey ( Optional) 8, 888
Subtotal Optional Task
8, 888
TOTAL ( w/optional task)
149, 738
Please let us know if you have any questions or comments concerning this proposal. We look forward to assisting the City in completing this important project, Regards,
Principal
Phone: ( 530} 280- 8375
ee,
JA0
Project Manager/ Senior Environmental Planner
Phone: ( 530) 280-8376
Attachment: SWBP Phase 28 ESL Cover Sheet
Packet Pg. 234 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) I IN3WIUVd3(
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Packet Pg. 235 Attachment: 2nd Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021))

FIRST AMENDMENT TO
CONSULTING AND PROFESSIONAL SERVICES CONTRACT ( C- 9021) Environmental Services for the
Stillwater Business Park Phase 11 Roadway Project
The Consulting and Professional Services Contract C- 9021 (" Contract') dated September 1, 2021. between the City of Redding, California (" City") a municipal corporation, and Stantec Consulting Services, Inc. (" Consultant') is hereby amended as follows:

SECTION 1 is amended to read in its entirety as follows:

Subject to the terms and conditions set forth in this contract, Consultant shall provide to City the services described in Exhibit A and Exhibit A- 1, attached and incorporated herein. Consultant shall provide the services at the time, place and in the manner specified in Exhibit A and Exhibit A- 1.

The .Exhibit A- 1 attached to this First Amendment is incorporated into the Contract dated September 1, 2021, as Exhibit A- 1.

SECTION 2. A is amended to read in its entirety as follows:

A. City shall pay Consultant for services rendered pursuant to this Contract, at the times and in the manner set forth in Exhibit A. A -I and B and B- 1, attached and incorporated herein, in a total amount not to exceed Forty -One ' Thousand Nine Hundred Ninety -One Dollars 41, 991). This sum includes all out-of-pocket travel, lodging and incidental expenses incurred by Consultant that are reasonably associated with the provision of services under this Contract. The payments specified herein shall be the only payments to be made to Consultant for services rendered pursuant to this Contract.

The Exhibit B- 1 attached to this First Amendment is incorporated into the Contract dated September L 2021, as Exhibit B- 1.

All other terrns and conditions of the Contract dated September 1, 2021, shall remain in full force and effect.

The date of this Amendment shall be the date that it is signed by the City.

Packet Pg. 236 Attachment: 1st Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) IN WITNESS WHEREOF, Cite and Consultant have executed this Amendment on the days and year set forth below:

CITY OF RE.DDING
A Municipal Corporation
Dated: 2I 2022
By: Chuck Aukland
Director of Public Works
Form Approved:

Attest: BARRYE. DeWALT
City Attorney
4 ` A-4
PAMELA MIZE, C7,J-. cIerk By:

Dated: 0. 2 / O t
2022

CONSULTANT
Stantec Consulting Services, Inc.

Bv:

Packet Pg. 237 Attachment: 1st Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) EXHIBIT A- 1
Stantec Consulting Services Inc.

Stantec 376 Hartnell Avenue Suite B, Redding CA 96002- 1881 24 January 2022
Attention: Ms. Amber Kelley, Environmental Compliance Manager City of Redding
777 Cypress Avenue
Redding, CA 96001
Dear Ms. Kelley,
Reference: Proposal to Modify Environmental Services for the City of Redding' s Stillwater Business Park Phase 2 Roadway Project Contract ( C- 9021) The City of Redding ( City) has requested that Stantec Consulting Services ( Stantec) provide a scope of work and cost estimate to conduct a wetland delineation that would extend along Venture Parkway a total of approximately 8, 350 linear feet from the east end of Venture Parkway' s northernmost bridge, consisting of 7,250 linear feet of proposed trenching alignment adjacent to the existing road and approximately 1, 000 linear feet of the proposed Phase 2a roadway ( Attachment 1). Trenching is needed to install needed lighting along the existing and proposed Phase 2a roadway. The proposed roadway segment is needed for construction access. Work would be completed in 2022, prior to construction of the larger Phase 2b roadway planned for 2023.

Following is our understanding of the proposed scope of work, a tentative completion schedule, and our cost estimate.

Project Understanding
The City proposes to install lighting along its existing Ventura Parkway, the primary road through the Stillwater Business Park, and the proposed roadway offshoot known as the Phase 2a road segment.

Lighting installation would involve the placement of conduit into trenches that would be aligned along both sides of the roads and the installation of streetlights.

To allow for development of a property within the Stillwater Business Park, an approximately 1, 000 -foot section of Phase 2a roadway is needed immediately. The proposed roadway segment would cross a small drainage where the City would install a 36 -inch diameter culvert, sized for buildout of parcels served by the proposed road.

Accordingly, Stantec' s existing Phase 2 contract with the City ( C- 9021) would be amended to include the following tasks ( tasks 2 and 3). No changes would be made to the scope of work previously authorized for Task 1: Preliminary Environmental Review.

Design vrith contim n&., ern. ` rur:r
Packet Pg. 238 Attachment: 1st Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) 24 January 2022
Ms. Amber Kelley, Environmental Compliance Manager

Page 2 of 4 ends

Reference: Proposal to Modify Environmental Services for the City of Redding' s Stillwater Business Park Phase 2 Roadway Project Contract ( C- 9021)
Task 2: Wetland Delineation - Venture Parkway Lighting and Phase 2a Road Segment
Stantec will use Corps methodology to conduct a delineation of aquatic resources for the known bioswales and drainage that are anticipated to be impacted by trenching for lighting installation and construction of the Phase 2a roadway alignment. We will also assess and delineate ( if appropriate) other potentially federal and state jurisdictional features along the approximately 8, 350 foot alignment.

Stantec will prepare a map ( minimum scale of 1"= 200') using geographic information systems technology on a base topographic map( s) or aerial imagery provided by the City. Findings will be summarized in a brief technical memorandum that describes the feature( s) characteristics in the context of federal three - parameter and state one -parameter jurisdictional criteria and will include a determination of potential jurisdiction. The City will provide the project design in CAD format that Stantec will overlay onto the map.

Project -related impacts on jurisdictional feature( s) will be quantified in a table.

Deliverables: Electronic version of the draft wetland delineation technical memorandum, including a delineation/ impacts figure; final electronic version of the technical memorandum and figure
Meeting( s): Attendance by a Stantec wetland scientist at one ( 1) field meeting with a Corps representative to verify the delineation, if required Task 3. Biological Resources Assessment Addendum - Venture Parkway Lighting and Phase 2a Road Segment
Stantec will prepare an addendum to the Stillwater Business Park Project Biological Assessment for Wildlife and Plants report ( North State Resources 2006) that will include an updated description of the environmental setting, updated species lists, and a summary of potential impacts on special -status species if applicable) as a result of the Venture Parkway lighting installation and Phase 2a road construction.

Stantec will request updated species lists from the U. S. Fish and Wildlife Service ( USFWS) and National Marine Fisheries Service(NMFS) biogeographic database and list generator; conduct a new query of the California Department of Fish and Wildlife' s ( CDFW' s) California Natural Diversity Database ( CNDDB) for reported occurrences of special -status species within 5 miles of the study area; and conduct a new query of the California Native Plant Society' s Online Inventory to determine potentially occurring special - status plant species within the study area. A site visit will be conducted to assess the Venture Parkway lighting installation and Phase 2a road segment study area limits for potentially sensitive biological resources that may not have been a part of the original biological assessment and to update environmental conditions.

Stantec will also verify any changes in vegetation communities and habitat types. If applicable, prior habitat impact mapping will be revised to reflect current site conditions. The results will be summarized in a technical memorandum that functions as an addendum to the 2006 biological assessment. If applicable, the addendum will also include revisions to impacts and proposed mitigation measures. It is assumed that no special -status species surveys will need to be conducted and that follow up Section 7 Endangered Species Act consultations with NMFS and USFWS are not required at this time.

Design } h community in frond
Packet Pg. 239 Attachment: 1st Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) 24 January 2022
Ms. Amber Kelley, Environmental Compliance Manager

Page 3 of 4 ends

Reference: Proposal to Modify Environmental Services for the City of Redding' s Stillwater Business Park Phase 2 Roadway Project Contract ( C- 9021)
Deliverables: Electronic version of the draft biological assessment technical memorandum; final electronic version of the technical memorandum Meeting( s): N/ A
Assumptions
This scope of work and cost estimate is based on the following assumptions.

The City will provide to Stantec CAD data that includes the proposed trenching alignment and Phase 2a roadway project design upon execution of this scope of work.

It is assumed that no special -status species surveys will need to be conducted and that follow up Section 7 Endangered Species Act consultations with NMFS and USFWS are not required at this time.

Completion Schedule
Stantec will complete the tasks described herein as described in Table 1.

Table 1. Completion Schedule
Deliverable Completion Schedule
Task 2. Wetland Delineation - Venture Beginning after receipt of notice to proceed ( NTP), the onsite Parkway Lighting and Phase 2a Road delineation will be completed within one week and the draft Segment technical memorandum to be provided within three weeks of the field visit.

Task 3. Biological Resources Assessment I The onsite survey of biological resources will be conducted Addendum – Venture Parkway Lighting and simultaneously with the wetland delineation onsite visit described Phase 2a Road Segment in Task 2. The draft biological resources assessment addendum technical memorandum will be completed within three weeks of completion of the field visit.

Cost Estimate
The estimated cost to complete the work described in this contract amendment is $ 18, 846—$ 8, 581 Task 2 and $ 10, 265 Task 3. The new total contract budget will increase from $ 23, 145 to $ 41, 991. Please let us know if you have any questions or comments concerning this proposal. We look forward to assisting the City in completing this project.

Packet Pg. 240 Attachment: 1st Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) 24 January 2022
Ms, Amber Kelley, Environmental Compliance Manager

Page 4 of 4 ends

Reference: Proposal to Modify Environmental Services for the City of Redding' s Stillwater Business Park Phase 2 Roadway Project Contract ( C- 9021)
Regards,
Stantec Consulting Services Inc.
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Wirt Lanning t Connie MacGregor
Principal Project Manager
Phone: 530 280- 8375 Phone: ( 530) 530- 280- 8376
Fax: ( 530) 222- 4958 Fax: ( 530) 222- 4958
wirt. lanning@stantec. com connie. macgregor@stantec. com Attachments: Attachment 130% Preliminary Plans
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Packet Pg. 241 Attachment: 1st Amendment C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021))

CITY OF REDDING
2020 MASTER ENVIRONMENTAL SERVICES
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Assists senior staff in carrying out more advanced procedures Completed work is reviewed for feasibility and soundness of judgment Graduate from an appropriate post -secondary program or equivalent Generally, less than four ears' experience
Fully Qualified Professional Position
6 7
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122 Carries out assignments requiring general familiarity within a broad field of the respective profession
8 127
Makes decisions by using a combination of standard methods and techniques Actively participates in planning to ensure the achievement of objectives Works independently to interpret information and resolve difficulties Graduate from an appropriate post -secondary program, with credentials or equivalent Generally, three to six ears' ex erience
9 First level Supervisor or First Complete Level of Specialization 10 137
143 Provides applied professional knowledge and initiative in planning and coordinating work 11 154
programs
Adapts established guidelines as necessary to address unusual issues Decisions accepted as technically accurate, however may on occasion be reviewed for soundness of judgment
Graduate from an appropriate post -secondary program, with credentials or equivalent Generally, five to nine ears' ex erience
12 Highly Specialized Technical Professional or Supervisor of Groups of Professionals 13 156
167 Provides multi -discipline knowledge to deliver innovative solutions in related field of expertise 14 173 Participates in short and long range planning to ensure the achievement of objectives Makes responsible decisions on all matters, including policy recommendations, work methods, and financial controls associated with large expenditures Reviews and evaluates technical work
Graduate from an appropriate post- secondory program, with credentials or equivalent Generally, ten to fifteen ears' experience with extensive, broad experience Senior Level Consultant or Management
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Graduate from an appropriate post -secondary program, with credentials or equivalent Generally, more than twelve ears' experience with extensive experience Senior Level Management Under Review by Vice President or Higher 18 19 234
242 Recognized as an authority in a specific field with qualifications of significant value 20 253 Responsible for long range planning within a specific area of practice or region 21 263 Makes decisions which are far reaching and limited only by objectives and policies of the organization
Plans/ approves projects requiring significant human resources or capital investment Graduate from an appropriate post -secondary program, with credentials or equivalent Generally, fifteen year' s experience with extensive professional and management experience
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Note: We propose a 3. 5% annual increase.

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CITY OF REDDING

CONSULTING AND PROFESSIONAL SERVICES CONTRACT
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I THIS CONTRACT is made at Redding, California, by and between the City of Redding (" City"), a municipal corporation, and Stantec Consulting Services, Inc. (" Consultant") for the purpose of Environmental Services for the Stillwater Business Park Phase Il Roadway Project.

WHEREAS, City does not have sufficient personnel toerform p the services required herein thereby necessitating this Contract for personal services.

NOW, THEREFORE. the Parties covenant and agree, for good consideration hereby acknowledged, as follows:

SECTION 1. CONSULTANT SERVICES
Subject to the terms and conditions set forth in this Contract, Consultant shall provide to City the services described in Exhibit A, attached and incorporated herein. Consultant shall provide the services at the time, place and in the manner specified in Exhibit A.

This sum includes all out- of-pocket travel, lodging and incidental expenses incurred by Consultant that are reasonably associated with the provision of services under this Contract.

The payments specified herein shall be the only payments to be made to Consultant for services rendered pursuant to this Contract.

B. Consultant shall submit monthly invoices to City for work completed to the date of the invoice. All invoices shall be itemized to reflect the employees performing the requested tasks, the billing rate for each employee and the hours worked.

C. All correct, complete and undisputed invoices sent by Consultant to City shall be paid within thirty ( 30) calendar days of receipt.

SECTION 3. TERM AND TERMINATION
A. Consultant shall commence work on or about September 7, 2021, and complete said work i
no later than December 31, 2022. Time is of the essence.

B. If Consultant fails to perform its duties to the satisfaction of City, or if consultant fails to fulfill in a timely and professional manner its obligations under this Contract, then City G
Consulting and Professional Services Agreement Page I
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shall have the right to terminate this Contract effective immediately upon City giving written notice thereof to Consultant.

C. Either Party may terminate this Contract without cause on thirty( 30) calendar days' written notice. Notwithstanding the preceding, ifthe term set forth in Section 3. A. of this Contract exceeds ninety ( 90) calendar days in duration, Consultant' s sole right to terminate shall be limited to termination for cause.

D. Consultant hereby acknowledges and agrees that the obligation of City to pay under this Contract is contingent upon the availability of City' s funds which are appropriated or allocated by the City Council. Should the funding for the project and/ or work set forth herein not be appropriated or allocated by the City Council, City may terminate this Agreement by furnishing at least thirty ( 30) calendar days' written notice of its intention to terminate. In the event of a termination pursuant to this subdivision, Consultant shall not be entitled to a remedy of acceleration of payments due over the term of this Agreement.

The Parties acknowledge and agree that the power to terminate described herein is required by Article 16, Section 18, of the California Constitution, and that constitutional provision supersedes any law, rule, regulation or statute which conflicts with the provisions of this j Section.

E. In the event that City gives notice oftermination, Consultant shall promptly provide to City any and all finished and unfinished reports, data, studies, photographs, charts or other work product prepared by Consultant pursuant to this Contract. City shall have full ownership, including, but not limited to, intellectual property rights, and control of all such finished I
and unfinished reports, data, studies, photographs, charts or other work product.

F. In the event that City terminates the Contract, City shall pay Consultant the reasonable value of services rendered by Consultant pursuant to this Contract; provided, however, that City shall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Contract. Consultant shall, not later than ten( 10) calendar days after termination of this Contract by City, furnish to City such financial information as in the judgment of the City' s representative is necessary to determine the reasonable value of the services rendered by Consultant. ii I
G. In no event shall the termination or expiration of this Contract be construed as a waiver of any right to seek remedies in law, equity or otherwise for a Party' s failure to perform each obligation required by this Contract.

SECTION 4. MISCELLANEOUS TERMS AND CONDITIONS OF CONTRACT A. City shall make its facilities accessible to Consultant as required for Consultant' s performance of its services under this Contract, and, upon request of Consultant, provide labor and safety equipment as required by Consultant for such access.

B. Pursuant to the City' s business license ordinance, Consultant shall obtain a City business license prior to commencing work.

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C. Consultant represents and warrants to City that it has all licenses, permits, qualifications and approvals of any nature whatsoever that are legally required for Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Contract any licenses, permits and approvals that are legally required for Consultant to practice its profession.

D. Consultant shall, during the entire term of this Contract; be construed to be an independent contractor and nothing in this Contract is intended, nor shall it be construed, to create an employer/ employee relationship, association; joint venture relationship, trust or partnership or to allow City to exercise discretion or control over the professional manner in which Consultant performs under this Contract. Any and all taxes imposed on Consultant' s income, imposed or assessed by reason of this Contract or its performance, including but not limited to sales or use taxes, shall be paid by Consultant. Consultant shall be responsible for any taxes or penalties assessed by reason of any claims that Consultant is an employee of City. Consultant shall not be eligible for coverage under City' s workers' compensation insurance plan, benefits under the Public Employee Retirement System or be eligible for any other City benefit.
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E. No provision of this Contract is intended to, or shall be for the benefit of, or construed to create rights in, or grant remedies to, any person or entity not a party hereto. I F. No portion of the work or services to be performed under this Contract shall be assigned, transferred, conveyed or subcontracted without the prior written approval of City.

Consultant may use the services of independent contractors and subcontractors to perform a portion of its obligations under this Contract with the prior written approval of City.

Independent contractors and subcontractors shall be provided with a copy of this Contract and Consultant shall have an affirmative duty to assure that said independent contractors and subcontractors comply with the same and agree to be bound by its terms. Consultant shall be the responsible party with respect to all actions of its independent contractors and subcontractors, and shall obtain such insurance and indemnity provisions from its 4 contractors and subcontractors as City' s Risk Manager shall determine to be necessary.

G. Consultant, at such times and in such form as City may require, shall furnish City with such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Contract, the costs or obligations incurred or to be incurred in connection therewith, and any other matters covered by this Contract.

H. Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Contract and such other records as may be deemed necessary by City to assure proper accounting for all project funds. These records shall be made available for audit purposes to state and federal j authorities, or any authorized representative of City. Consultant shall retain such records for three ( 3) years after the expiration of this Contract; unless prior permission to destroy I them is granted by City.

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Packet Pg. 251 Attachment: Agreement C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) II
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I. Consultant shall perform all services required pursuant to this Contract in the manner and according to the standards observed by a competent practitioner ofConsultant' s profession.

All products of whatsoever nature which Consultant delivers to City pursuant to this Contract shall be prepared in a professional manner and conform to the standards of quality normally observed by a person practicing the profession of Consultant and its agents, employees and subcontractors assigned to perform the services contemplated by this Contract.

J. All completed reports and other data or documents, or computer media including diskettes, and other materials provided or prepared by Consultant in accordance with this Contract are the property of City.. and may be used by City. City shall have all intellectual property rights including, but not limited to, copyright and patent rights, in said documents, computer media, and other materials provided by Consultant. City shall release, defend, indemnify and hold harmless Consultant from all claims, costs, expenses, damage or liability arising out of or resulting from City' s use or modification of any reports, data. documents, drawings, specifications or other work product prepared by Consultant, except for use by City on those portions of the City' s project for which such items were prepared.

K. Consultant, including its employees, agents, and subconsultants, shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Contract.

Consultant shall comply with all requirements of the Political Reform Act ( Government j Code § 8100 et seq.) and other laws relating to conflicts of interest, including the following:
1) Consultant shall not make or participate in a decision made by City if it is reasonably foreseeable that the decision may have a material effect on Consultant' s economic interest, and 2) ifrequired by the City Attorney; Consultant shall file financial disclosure forms with the City Clerk.
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SECTION 5. INSURANCE
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A. Unless modified in writing by City' s Risk Manager, Consultant shall maintain the following noted insurance during the duration of the Contract:
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Coverage Required Not Required
Commercial General Liability X
Comprehensive Vehicle Liability X
Workers' Compensation and Employers' Liability X
Professional Liability( Errors and Omissions) X
Place an" x" in the appropriate box)
B. Coverage shall be at least as broad as:

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1. Insurance Services Office form number CG- 0001, Commercial General Liability Insurance, in an amount not less than $ 1, 000, 000 per occurrence and $ 2, 000, 000 general aggregate for bodily injury, personal injury and property damage;

2. Insurance Services Office form number CA- 0001 ( Ed. 1/ 87), Comprehensive Automobile Liability Insurance, which provides for total limits of not less than 1, 000, 000 combined single limits per accident applicable to all owned, non- owned and hired vehicles;

3. Statutory Workers' Compensation required by the Labor Code of the State of California and Employers' Liability Insurance in an amount not less than 1, 000, 000 per occurrence. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer' s waiver of subrogation in favor of City, its elected officials, officers, employees, agents and volunteers;

4. Professional Liability ( Errors and Omissions) Insurance. appropriate to Consultant' s profession, against loss due to error or omission or malpractice in an amount not less than $ 1, 000,000.

5. The City does not accept insurance certificates or endorsements with the wording but only in the event of a named insured' s sole negligence" or any other verbiage limiting the insured' s insurance responsibility.

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C. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects the City, its elected officials, officers, employees, agents and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses.

I D. The General Liability shall contain or be endorsed to contain the following provisions: I I 1. City, its elected officials, officers, employees, and agents are to be covered as additional insured as respects liability arising out of work or operations performed by or on behalf of Consultant; premises owned, leased or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its elected officials, officers, employees, agents and volunteers.
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2. The insurance coverage of Consultant shall be primary insurance as respects City, its elected officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by City, its elected officials, officers, employees, agents and volunteers, shall be in excess of Consultant' s insurance and shall not contribute with it.

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i3. Coverage shall state that the insurance of Consultant shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.
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4. Each insurance policy required by this Contract shall be endorsed to state that coverage shall not be canceled except after thirty ( 30) calendar days' prior written notice has been given to City. In addition, Consultant agrees that it shall not reduce its coverage or limits on any such policy except after thirty( 30) calendar days' prior written notice has been given to City.
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E. Insurance is to be placed with insurers with a current A. M.Best' s rating of no less than AVII.

F. Consultant shall designate the City of Redding as a Certificate Holder of the insurance.

Consultant shall furnish City with certificates of insurance and original endorsements effecting the coverages required by this clause. Certificates and endorsements shall be furnished to: Risk Management Department, City of Redding, 777 Cypress Avenue.

Redding, CA 96001. The certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City' s Risk Manager prior to the commencement of contracted services. City may withhold payments to Consultant if adequate certificates of' insurance and endorsements required have not been provided, or not been provided in a timely manner.

G. The requirements as to the types and limits of insurance coverage to be maintained by Consultant as required by Section 5 of this Contract, and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Consultant pursuant to this Contract, including, without limitation, provisions concerning indemnification.

H. If any policy of insurance required by this Section is a " claims made" policy, pursuant to Code of Civil Procedure § 342 and Government Code § 945. 6, Consultant shall keep said insurance in effect for a period of eighteen ( 18) months after the termination of this Contract.

I. If any damage. including death, personal injury or property damage, occurs in connection with the performance of this Contract, Consultant shall immediately notify City' s Risk Manager by telephone at ( 530) 225- 4068. No later than three ( 3) calendar days after the event, Consultant shall submit a written report to City' s Risk Manager containing the following information, as applicable: 1) name and address of injured or deceased person( s).- 2)
erson( s);
2) name and address of witnesses; 3) name and address of Consultant' s insurance company; and 4) a detailed description of the damage and whether any City property was involved. i
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li Packet Pg. 254 Attachment: Agreement C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) SECTION 6. INDEMNIFICATION AND HOLD HARMLESS
A. Consistent with California Civil Code § 2782. 8, when the services to be provided under this Contract are design professional services to be performed by a design professional, as that term is defined under Section 2782. 8, Consultant shall, to the fullest extent permitted by law, indemnify protect, defend and hold harmless, City, its elected officials, officers, employees, and agents, and each and every one of them, from and against all actions, damages, costs, liability, claims, losses, penalties and expenses( including, but not limited to, reasonable attorney' s fees of the City Attorney or legal counsel retained by City, expert fees, litigation costs, and investigation costs) of every type and description to which any or all of them may be subjected by reason of, or resulting from, directly or indirectly, the negligence, recklessness, or willful misconduct of Consultant, its officers, employees or agents in the performance of professional services under this Contract, except when liability arises due to the sole negligence, active negligence or misconduct of the City. I B. Other than in the performance of professional services by a design professional, which is addressed solely by subdivision ( A) of this Section, and to the fullest extent permitted by law, Consultant shall indemnify protect, defend and hold harmless, City, its elected officials, officers, employees, and agents, and each and every one ofthem, from and against all actions, damages, costs, liability, claims. losses, penalties and expenses ( including, but not limited to, reasonable attorney' s fees of the City Attorney or legal counsel retained by City, expert fees, litigation costs, and investigation costs) of every type and description to which any or all of them may be subjected by reason of the performance of the services required under this Contract by Consultant its officers, employees or agents in the performance of professional services under this Contract, except when liability arises due to the sole negligence, active negligence or misconduct of the City.

I C. The Consultant' s obligation to defend, indemnify and hold harmless shall not be excused because of the Consultant' s inability to evaluate liability. The Consultant shall respond within thirty ( 30) calendar days to the tender of any claim for defense and indemnity by the City, unless this time has been extended in writing by the City. If the Consultant fails to accept or reject a tender of defense and indemnity in writing delivered to City within thirty (30) calendar days, in addition to any other remedy authorized by law, the City may withhold such funds the City reasonably considers necessaryfor its defense and indemnity until disposition has been made of the claim or until the Consultant accepts or rejects the tender of defense in writing delivered to the City, whichever occurs first. This subdivision shall not be construed to excuse the prompt and continued performance of the duties i
required of Consultant herein.

D. The obligation to indemnify, protect, defend, and hold harmless set forth in this Section applies to all claims and liability regardless of whether any insurance policies are applicable. The policy limits of said insurance policies do not act as a limitation upon the amount of indemnification to be provided by Contractor. i
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E. City shall have the right to approve or disapprove the legal counsel retained by Consultant pursuant to this Section to represent City' s interests. City shall be reimbursed for all costs and attorney' s fees incurred by City in enforcing the obligations set forth in this Section.

SECTION 7. CONTRACT INTERPRETATION, VENUE AND ATTORNEY FEES j A. This Contract shall be deemed to have been entered into in Redding, California. All j questions regarding the validity, interpretation or performance of any of its terms or of any I i
rights or obligations of the parties to this Contract shall be governed by California law. If any claim, at law or otherwise, is made by either party to this Contract, the prevailing party shall be entitled to its costs and reasonable attorneys' fees.

B. This document, including all exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding each may have had prior to the execution ofthis Contract. This Contract shall not be altered, amended or modified except by a writing signed by City and Consultant. No verbal agreement or conversation with any official, officer, agent or employee of City, either before, during or after the execution of this Contract, shall affect or modify any of the terms or conditions contained in this Contract, nor shall any such verbal agreement or conversation entitle Consultant to any additional payment whatsoever under the terms of this Contract.

C. No covenant or condition to be performed by Consultant under this Contract can be waived except by the written consent of City. Forbearance or indulgence by City in any regard whatsoever shall not constitute a waiver of the covenant or condition in question. Until performance by Consultant of said covenant or condition is complete, City shall be entitled to invoke any remedy available to City under this Contract or by law or in equity despite said forbearance or indulgence.

D. If any portion of this Contract or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Contract shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

E. The headings in this Contract are inserted for convenience only and shall not constitute a part hereof. A waiver of any party of any provision or a breach of this Contract must be provided in writing, and shall not be construed as a waiver of any other provision or any i succeeding breach of the same or any other provisions herein.

F. Each Party hereto declares and represents that in entering into this Contract, it has relied and is relying solely upon its own judgment, belief and knowledge of the nature, extent, effect and consequence relating thereto. Each Party further declares and represents that this Contract is made without reliance upon any statement or representation not contained herein of any other Party or any representative, agent or attorney of the other Party. The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this Contract and that the decision of whether or not to seek the advice of counsel with respect to this Contract is a decision which is the sole responsibility of each of the Parties. Accordingly, no party shall be Consulting and Professional Services Agreement Page g
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deemed to have been the drafter hereof, and the principle of law set forth in Civil Code § 1654 that contracts are construed against the drafter shall not apply.

G. Each of the Parties hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding; claim or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way related to this Agreement or the transactions contemplated hereby. Each Party further waives any right to consolidate any action which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. i
H. In the event of a conflict between the term and conditions of the body of this Contract and those of any exhibit or attachment hereto, the terms and conditions set forth in the body of this Contract proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by City shall prevail over those prepared by Consultant.

SECTION 8. SURVIVAL
The provisions set forth in Sections 3 through 7, inclusive, of this Contract shall survive I
termination of the Contract.
i SECTION 9. COMPLIANCE WITH LAWS - NONDISCRIMINATION
i A. Consultant shall comply with all applicable laws, ordinances and codes of federal, state and local governments.

I B. In the performance of this Contract, Consultant shall not discriminate against any employee or applicant for employment because of race, color, ancestry, national origin, religious creed, sex, sexual orientation, disability, age, marital status, political affiliation, or membership or nonmembership in any organization. Consultant shall take affirmative action to ensure applicants are employed and that employees are treated during their employment without regard to their race, color, ancestry, national origin, religious creed, sex, sexual orientation, disability, age, marital status, political affiliation, or membership or nonmembership in any organization. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training.

SECTION 10. REPRESENTATIVES
A. City' s representative for this Contract is Amber Kelley, email akelley@cityofredding. org, telephone number ( 530) 225- 4046, fax number ( 530) 245- 7024. All of Consultant' s questions pertaining to this Contract shall be referred to the above- named person, or to the representative' s designee.

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B. Consultant' s representative for this Contract is Wirt Lanning, email lanning( y)nsrnet. com, telephone number ( 530) 222- 5347, fax number ( 530) 222- 4958. All of City' s questions pertaining to this Contract shall be referred to the above- named person.

C. The representatives set forth herein shall have authority to give all notices required herein.

I SECTION 11. NOTICES
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A. All notices, requests, demands and other communications hereunder shall be deemed given only if in writing signed by an authorized representative of the sender ( may be other than the representatives referred to in Section 10) and delivered by facsimile, with a hard copy mailed first class. postage prepaid; or when sent by a courier or an express service guaranteeing overnight delivery to the receiving party, addressed to the respective parties as follows:

To City: To Consultant:

Amber Kelley Wirt Lanning
Environmental Compliance Manager Stantec Consulting Services, Inc City ofRedding Engineering Divisionut e
777 Cypress Avenue Redding, CA 96002 Su.

Redding, CA 96001
B. Either party may change its address for the purposes of this paragraph by giving written notice of such change to the other party in the manner provided in this Section.

C. Notice shall be deemed effective upon: 1) personal service; 2) two calendar days after mailing or transmission by facsimile, whichever is earlier.

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SECTION 12. AUTHORITY TO CONTRACT
1 A. Each of the undersigned signatories hereby represents and warrants that they are authorized to execute this Contract on behalf of the respective parties to this Contract; that they have full right, power and lawful authority to undertake all obligations as provided in this Contract; and that the execution, performance and delivery of this Contract by said signatories has been fully authorized by all requisite actions on the part of the respective i
parties to this Contract.

B. When the Mayor is signatory to this Contract, the City Manager and/ or the Department Director having direct responsibility for managing the services provided herein shall have authority to execute any amendment to this Contract which does not increase the amount of compensation allowable to Consultant or otherwise substantially change the scope of the services provided herein.

SECTION 13. DATE OF CONTRACT
The date of this Contract shall be the date it is signed by City. i
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IN WITNESS WHEREOF, City and Consultant have executed this Contract on the days and year set forth below:

CITY OF REDDING,
A Municipal Corporation
Dated: ` Z 2021
I By: Chu kft and, Director of Public Works
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ATTEST: APPROVED AS TO FORM:

BARRY E. DeWALT
City Attorney
AMELA MIZE, City Clerk By;

CONSULTANT
Stantec Consulting Services, Inc. I
Dated: 2021
By:'—
I Tax ID No.: G 17(70
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EXHIBIT A
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Stantec Consulting Services Inc.

Stantec 376 Hartnell Avenue Suite B, Redding CA 96002- 1881 i
i 12 August 2021
Attention: Ms. Amber Kelley, Environmental Compliance Manager City of Redding
777 Cypress Avenue
Redding, CA 96001
Dear Ms. Kelley,
I Reference: Proposal to Provide Environmental Services for the City of Redding' s Stillwater Business Park Phase II Roadway Project
Thank you for your request to submit a proposal to provide environmental services in support of the City of Redding' s( City) Stillwater Business Park Phase II Roadway Project( project). We understand that the City is proposing to extend Venture Parkway south to connect with Fig Tree Lane and Airport Road. The project will be funded using City/ local funding, and the current Public Works on- call consultant list will be used to obtain environmental support services. There are no disadvantaged business enterprise( DBE) requirements included for this project.

The City' s Request for Proposals ( RFP) is requesting a scope of work, tentative completion schedule, and cost estimate to conduct a preliminary review of available environmental documentation and technical studies to determine the additional work that will be needed to support project approval. Following is a I project understanding, our proposed scope of work, a tentative completion schedule, and our cost estimate.

Project Understanding
The City is proposing to extend Venture Parkway south to connect to Airport Road. The limit of investigation for this work will be confined to the Environmental Study Limits ( ESL) provided by the City in the RFP attached). In addition to roadway construction on Venture Parkway, the project would widen Fig Tree Lane and realign its current intersection with Airport Road. Traffic signals will be installed at the Fig Tree Lane and Airport Road intersection. Additional features include the installation of lighting, storm drains, water, sewer, joint trench, and fencing. The proposed Venture Parkway alignment' s bridge over Stillwater Creek has already been constructed so Section 7 Endangered Species Act consultation with National Marine Fisheries Service and California Endangered Species Act consultation with the California Department of Fish& Wildlife is not anticipated with respect to project effects to listed salmonid species. The project will require regulatory permits since project implementation would result in fill of jurisdictional waters. The target construction year is 2023 ( consultation and permit dependent). Approval of the project will require a discretionary approval by the Redding City Council.

The project appears to fall within the scope of the program Environmental Impact Report ( EIR/ Environmental Impact Statement( EIS) that was adopted by the City in 2006. The City served as lead agency under both the California Environmental Quality Act( CEQA) and the National Environmental Policy Act( NEPA), as delegated by the U. S Department of Housing and Urban Development. Due to the age of this document, the City is seeking environmental review assistance to identify any potential updated De>i.;^- w!"h conw7unily it mird'
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Packet Pg. 260 Attachment: Agreement C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) 12 August 2021
Ms. Amber Kelley, Environmental Compliance Manager

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Reference: Proposal to Provide Environmental Services for the City of Redding' s Stillwater Business Park Phase II Roadway Project I I I
technical studies that may be necessaryto support project approval and issuance of regulatory permits. A staged approach will be used to ensure the current proposed project is compliant with CEQA and NEPA, as described below:

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Step 1: Preliminary Environmental Review
Review the 2006 EIR/ EIS, supporting technical studies, associated mapping, and any other pertinent documentation that is available in the City' s project file. i
Determine if the scope of the current project falls within the scope of the program EIR/ EIS, if substantial changes have occurred with respect to the circumstances, and if new information of substantial importance has become available since the EIR/ EIS was adopted.

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Determine if new or updated technical studies would be needed to support the environmental compliance and permitting effort for the Phase II Roadway Project.

Provide a memorandum summarizing the results of the preliminary environmental review.

Step 2: Supplemental Studies Documentation and Regulatory Agency Permitting Perform any supplemental surveys, technical studies, and prepare or update reports and mapping.

Prepare a CEQA Initial Study/ Negative Declaration/ Mitigated Negative Declaration for the Phase II Roadway Project.

Prepare a NEPA re- evaluation/ revalidation memorandum or report that documents the new studies and findings.

Prepare regulatory agency permits on behalf of the City.

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Provide permitting support to the City in response to regulatory agency comments. i
The City is requesting a proposal only for the Step 1 tasks at this time. Upon completion of Step 1, the City may request a proposal for completion of the Step 2 tasks. j Assumptions
This scope of work and cost estimate is based on the following assumptions.

The City will provide to Stantec all available environmental compliance documentation, supporting technical studies, and mapping upon execution of this scope of work.

The City will provided a comprehensive project description of the updated project and identify any areas where the project differs from the one analyzed in the previous EIS/ EIR, as applicable.

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12 August 2021
Ms. Amber Kelley, Environmental Compliance Manager

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Reference: Proposal to Provide Environmental Services for the City of Redding' s Stillwater Business Park Phase II Roadway Project The City will contract separately with a traffic engineering firm to review available documentation and to make recommendations on any updated traffic studies.
i Step 2 tasks are excluded from this scope of work.

Scope of Work
Based on our expertise and understanding of the proposed project and guidance provided by the City, we propose the following scope of work.

Task 1; Preliminary Environmental Review
Upon receipt from the City, Stantec will review the 2006 EIR/ EIS, supporting technical studies, associated mapping, regulatory permits, and any other pertinent documentation that are available in the City' s project file. We will review current plans and project description for the Phase II Roadway Project and compare with the 2006 EIR/ EIS and any previously issued permits to determine if the scope of the current project falls within the scope of the original EIR/ EIS. We will assess each resource topic area— except traffic, which will be addressed by GHD under separate contract with the City—to verify if substantial changes have occurred with respect to environmental circumstances, including site conditions or regulation updates.

We will also identify any new information of substantial importance that has become available since the EIR/ EIS was adopted. A Stantec biologist will conduct an initial site reconnaissance of the project study limits to determine if there have been substantive changes to biological conditions( e. g., limits of jurisdictional waters, new elderberry shrubs, etc.) and will record observations of any change.

Following a comprehensive review of the available documentation and current project information and regulatory conditions, Stantec will determine if new or updated technical studies will be needed to support the environmental compliance and permitting effort for the Phase II Roadway Project. This information will be compiled and summarized in a preliminary environmental review memorandum, which will be submitted to the City for review and comment. If necessary, we will revise the memorandum to incorporate City comments and submit a final memorandum.
j Under this task, Stantec will also maintain an open line of communication with the City( as appropriate) throughout the duration of the project. This will be accomplished through a combination of up to two( 2) one- hour conference calls, as well as informal communications( e. g., e- mails).

Deliverables: Meeting notes; emails summarizing conversations; recommendations memorandum.

Meeting( s): Attendance at up to two( 2) one- hour team calls.

Completion Schedule
Stantec will complete the tasks described herein as described in Table 1. ixtisl rr,•,. ... s nrr; u ii in+Tnrc
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Packet Pg. 262 Attachment: Agreement C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) 12 August 2021
Ms. Amber Kelley, Environmental Compliance Manager

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Reference: Proposal to Provide Environmental Services for the City of Redding' s Stillwater Business Park Phase 11 Roadway Project Table 1. Completion Schedule
Deliverable Completion Schedule
Task 1. Preliminary Environmental Review Beginning after receipt of fully executed contract and notice to proceed( NTP); draft recommendation memorandum to be
provided 4- 6 weeks after NTP.

Cost Estimate
The estimated cost to complete the work described in this proposal is detailed below in Table 2. Our detailed cost spreadsheet and rate schedule are attached.

Table 2. Cost Estimate
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Tasks Cast_..__
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Task 1. Preliminary Environmental Review 23, 145. 00
TOTAL 23, 145. 00
Please let us know if you have any questions or comments concerning this proposal. We look forward to i assisting the City in completing this project.

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Regards,
Stantec Consulting Services Inc. I
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Wirt Lanning Connie MacGregor
Principal Project Manager
Phone: 530 280- 8375 Phone: ( 530) 530- 280- 8376
Fax: ( 530) 222- 4958 Fax: ( 530) 222- 4958
wirt. lanning@stantec. com connie. macgregor@stantec. com it I
Attachment: Stillwater Business Park Phase 2A Project Environmental Study Limits Map Cost Spreadsheet and Stantec Rate Schedule
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Table 4- 1. Schedule of Hourly Labor Rates

CITY OF REDDING
2020 MASTER ENVIRONMENTAL SERVICES
Stant@C
Charges for all professional, technical, and administrative staff directly charging time to the project will be calculated and billed on the basis of the followinq schedule. u.
civ' +' .•
4 r'' J#
3 92
Junior Level Position
Works under the supervision of a senior professional
4 103
Independently carries out assignments of limited scope using standard procedures, methods 5 111 and techniques j Assists senior staff in carrying out more advanced procedures Completed work is reviewed for feasibility and soundness of judgment j Graduate from an appropriate post- secondary program or equivalent Generally, less than four ears' experience
Fully Qualified Professional Position
6 1 15 . Carries out assignments requiring general familiarity within a broad field of the respective 122 profession
8 127 • Makes decisions by using a combination of standard methods and techniques Actively participates in planning to ensure the achievement of objectives Works independently to interpret information and resolve difficulties Graduate from an appropriate post- secondary program, with credentials or equivalent Generally, three to six ears' experience
First Level Supervisor or First Complete Level of Specialization j
9 137 • Provides applied professional knowledge and initiative in planning and coordinating work 10 $ 143 programs
1 1 154 .

Adapts established guidelines as necessary to address unusual issues Decisions accepted as technically accurate, however may on occasion be reviewed for soundness of judgment
Graduate from an appropriate post- secondary program, with credentials or equivalent Generally, five to nine ears' experience
Highly Specialized Technical Professional or Supervisor of Groups of Professionals 3 $
158 . Provides multi- discipline knowledge to deliver innovative solutions in related field of expertise 167 •
Participates in short and long range planning to ensure the achievement of objectives 14 $ 173 • Makes responsible decisions on all matters, including policy recommendations, work methods, and financial controls associated with large expenditures Reviews and evaluates technical work
Graduate from an appropriate post- secondary program, with credentials or equivalent Generally, ten to fifteen ears' experience with extensive, broad experience Senior Level Consultant or Management
15 $ 191 Recognized as an authority in a specific field with qualifications of significant value 16 $ 219
Provides multidiscipline knowledge to deliver innovative solutions in related field of expertise 17 $ 229 Independently conceives programs and problems for investigation Participates in discussions to ensure the achievement of program and/ or project objectives Makes responsible decisions on expenditures, including large sums or implementation of major programs and/ or projects
Graduate from an appropriate post- secondary program, with credentials or equivalent Generally, more than twelve ears' experience with extensive experience 18 $ 234
Senior Level Management Under Review by Vice President or Higher 19 $ 242 •
Recognized as an authority in a specific field with qualifications of significant value 20 $ 253 •
Responsible for long range planning within a specific area of practice or region Makes decisions which are for reaching and limited only by objectives and policies of the 21 263 organization
Plans/ approves projects requiring significant human resources or capital investment Graduate from an appropriate post- secondary program, with credentials or equivalent Generally, fifteen year' s experience with extensive professional and management experience
Expert Witness Services carry a 50% premium on labor. Overtime will be charged at 1. 5 times the standard billing rote. All labor rates will be subject to annual increase.

Note: We propose a 3. 5% annual increase.

I
City of Redding!/ Statement of Qualifications On- Call Professional Engineering and Architectural Related Services 13 I„
Packet Pg. 266 Attachment: Agreement C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021)) II
Table 4- 2. Other Direct Casts

CITY OF REDDING
2020 MASTER ENVIRONMENTAL SERVICES
S$dI"TtOC
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Other Direct Disbursements:

Vehicle Mileage
IRS Rate
Subcontract Services Actual Cost+ 10%
Travel/ Per Diem Actual Cost+ 10%
Capital Purchases and Expendable Materials Actual Cost+ 10%n II I Postage and Shipping Actual Cost+ 10%
Standard Field Equipment fSP.e Attached Schedule
Standard Field Equipment:

Air Sampling Equipment 75/ do
Bailer- Disposable 10/ each
Bailer- Disposable wet hted 20/ each
Bailer- Quick E- Bailer System 95/ day
Bailer- Reusable 25/ da
Drum- 55 Gallons 75/ each
Digital Camera 30/ do
Drae er Sampler tubes not included 35/ da
Field Communication- Two- Way Radio 25/ da
Field Computer 60/ da
Field Test Kit- Groundwater60/ each
Field Test Kit- Soil 60/ each
Field Test Kit- SVE 60/ each
Field Vehicle- Mileage Prevailing IRS rate
Field Vehicle 150/ da
Field Vehicle- Sampling Truck 305/ day
Field Vehicle- Truck/ Van 175/ day
Flame Ionization Detector FID 160/ da
Generator 80/ da
Gloves- Colored Cloth 5/ air
Gloves- Colored Leather 20/ air
Gloves- Colored Nitrile0. 30/ air
Gloves- Kevlar Under Glove 10/ air
H& S- Level B Safety Equipment 205/ da
H& S- Level C Safety Equipment 105/ da
H& S- Level D Safety Equipment 65/ da
H& S- Traffic Control Equipment 75/ da
Hand Auger 35/ da
Low Flow Purge/ Sampling System 95/ da
Meter- Oil/ Water Interface 65/ da
Meter- Anemometer 30/ da
Meter- CO 75/ da
Meter- Data Logger 155/ da
Meter- Dissolved Oxygen 75/ da
Meter- DO/ ORP/ Temp/ Conductivity Y.

Meter- Dosimeter 50/ da
Meter- Ferrous Iron 10/ da
Meter- Flow 35/ da
Meter- H2S Detector 90/ da
Meter- LEL/ 02 90/ da
Meter- Ma nehelic( Gouge) 40/ da
I
14 Stantec
P.

Packet Pg. 267 Attachment: Agreement C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021))

CITY OF REDDING
2020 MASTER ENVIRONMENTAL SERVICES
StaC'6tOC
Standard Field Equipment( continued):

Meter- Magnetometer 55/ da
Meter- Manometer 30/ da
Meter- Measurin Wheel 10/ da
Meter- Metal Detector 50/ da
Meter- Multimeter 120/ da
Meter- 02/ CO2 120/ da
Meter- ORP
30/ day
Meter- Other
quote/ day
Meter- Ozone 30/ da
Meter- pH/ Conductivity Temp/ 35/ da
Meter- Turbidity 80/ da
Meter- Dust Monitor 130/ da
Meter- Velocity 30/ da
Meter- Water Level Indicator 40/ da
Photoionization Detector PID 120/ da
Pressure Washer SOJda
Pum - Air Sampling 50/ da
Pum - Centrifu al 55/ da
Pum - Groundwater Sampling. 120/ da
Pum - Peristaltic 55/ d2
Pum - Trash 40/ day
Pum - Well Sam-Piing30/da
Pum - Well Sam lin / Puree 50/ da
Reproduction- 11x17 Color Plot/ Print/ Co 2/ co py
Reproduction- 2436 Color Plot/ Print 10/ co py
Reproduction- 8. 5x1 1 B& W Copies 0. 15/ co py
Reproduction- 8. 5x1 1 Color Copies 1. 25/ co py
Reproduction- Oversized B& W Plot/ Print 11/ copy
Reproduction- Oversized Color Plot/ Print 15lco py
Soil Sample Rin / Sleeve 11/ each
Survey Equipment- Laser Plane Level& Receiver 220/ da
Transducer 35/ each
Tedlar Ba 20/ each
NOTE: Other equipment needs will be priced on a per project basis. j I
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City of Redding(/ statement of Qualifications On- Call Professional Engineering and Architectural Related Services 15 I
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Packet Pg. 268 Attachment: Agreement C-9021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-9021))

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to Bid Schedule No. 5215 ( Job No. 2669) Stillwater Business Park Phase 1C Street Lighting Project:
1) Award to Eddie Axner Construction in the amount of $85,224; 2) Approve an additional $ 31,000 to cover the cost of construction administration and inspection fees; and $20,000 for project development costs; 3) Approve $ 10,000 to provide construction contingency funding; 4) Authorize the City Manager to approve additional increases in either the construction management or construction contingency amounts up to a total of $10,000; and 5) Adopt Resolution approving and adopting the 4th Amendment to City of Redding Budget Resolution No. 2021- 078 appropriating $ 150,000 for said purpose.

Fiscal Impact
The Stillwater Business Park Phase 1C Street Lighting Project is being funded by the General Fund. On February 10, 2021, the City Council ( Council) approved and budgeted funds for project development including but not limited to environmental and preliminary engineering services. The attached budget resolution for $ 150,000 will cover the remaining costs of construction including contract administration, inspections, and contingencies for this project.

Cost Summary
Item Estimated
Project Development Costs $ 20,000
Construction Contract + Contingency $ 95,224
Contract Administration, Inspection, Testing $ 31,000
Additional City Manager Authority $ 10,000
Total Project Costs $ 156, 224
MEETING DATE: August 3, 2021
ITEM NO. 4.11(c)
FROM:

APPROVED BY***
[email protected] btippin@cityofredding. org
SUBJECT: 4.11(c)--Award Bid Schedule No. 5215, Stillwater Business Park Phase 1C Street Lighting Project
Chuck Aukland, Public
Works Director
Packet Pg. 269 Attachment: Previous Staff Report 8-3-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- Report to Redding City Council July 23, 2021
Re: 4.11( c)--Stillwater Business Park Phase 1C Street Lighing Project Page 2 Project cost components are estimates and some shifting of the project development, construction management, and construction contingency funds may be necessary to balance the project within the approved budget.

Alternative Action
The Council may choose to not award the bid for the Stillwater Business Park Phase 1C Street Lighting Project and provide staff with alternative direction. Without this project, there will be no street lighting from the entrance of the Business Park to the northerly bridge.

Background/Analysis
Attached is a tabulation of bids received and opened on July 15, 2021, for the Stillwater Business Park Phase 1C Street Lighting Project. The low bid in the amount of $85,224 was received from Axner Construction Company of Redding, California. The engineer's estimate was $ 74,685.

Total project development costs for this project are estimated to be $20,000. Project development costs include engineering, surveying, right-of-way, environmental, and consultant services.

The project includes street lighting of Venture Parkway at the Stillwater Business Park entrance from Old Oregon Trail to the east side of the northerly Stillwater Creek Bridge. This project will install seven street lights and all the components associated with street lighting to include but not limited to street lights, foundations, trenching, conduits, and conductors.

A Final Environmental Impact Report ( FEIR) for the Stillwater Business Park was certified on April 18, 2006. The FEIR has been reviewed and considered in connection with this project.

Pursuant to the California Environmental Quality Act ( CEQA) Guidelines Section 15168 it was determined that all effects were examined in the previously approved FEIR, and pursuant to CEQA Guidelines Section 15162, no subsequent Environmental Impact Report would be required.

Council Priority/City Manager Goals
Public Safety – “ Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding.” Economic Development – “ Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
Resolution
Bid Tabulation
Location Map
Notice of Determination ( available online)
Previous Staff Report 02-10-21 (available online)
Packet Pg. 270 Attachment: Previous Staff Report 8-3-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- II I Ill lllll i n, mH „„
y q ' w °'

CITY OF REDDING
µ m ' REPORT TO THE CITY
COUNCIL MEETING DATE: November 16, 2021 FROM: Chuck Aukland, Public ITEM NO. 4. 11( g) Works
Director APPROVED
BY***
d
mf A fIf311C,. L1 1 C7fl CS}IT" CC . j` Q7]. tYW.. u Gqi, wi, n, v>aw,ar ce. wf; i nl5tierrgru' nt' hsri c s77ir ctl¢ ir 11113refY2 caukland@ci. redding. ca. us btippin@cityofredding. org SUBJECT: 4. 11( g)-- Stillwater Business Park Phase 2Infrastructure Improvement Project
Recommendation Authorize staff todevelop a Request for Proposal for the design ofinfrastructure improvements for the Stillwater Business Park Phase 2 Project; and adopt Resolution approving and adopting the 19' Amendment to City of Redding Budget Resolution No. 2021- 078 appropriating 1,500, 000 for said
purpose. Fiscal
Impact The Stillwater Business Park Phase 2Project is being funded by the General Fund. The attached budget resolution in the amount of $ 1,500,000 will fund ongoing project development costs for this project toensure delivery timelines for prospective tenants. The General Fund has previous property sales to cover $650,000 of theprojected cost, while theremaining amount is expected to be realized through near term property sales. The funding source of the construction of thenecessary improvements has not yet been
determined.Alternative
Action The City Council ( Council) may choose to not authorize funding for the design of Stillwater Business Park Phase 2 Project and provide staff with alternative direction. Without this project, the Cityof Redding ( City) will not fulfill its obligation of providing acompleted business park to its tenants. As developer, the City isresponsible for providing adequate roadways, utilities, and various other infrastructure improvements to ensure the business park is useable for current and future
Packet Pg. 271 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- Report to Redding City Council November 12, 2021
Re: 4. 11( g)--Stillwater Business Park Phase 2 Infrastructure Improvement Project Page 2 Background/Analysis
The City is responsible for infrastructure improvements at Stillwater Business Park, including street lights, paving, landscaping, and utility installation. At the mid-year budget review in February 2021, the Council approved an allocation of $500, 000 out of the proceeds from land sales to fund the design of the infrastructure improvements at the Park.

In August 2021, the Council approved the appropriation of$ 150, 000 for the construction bid for Phase 1C of this project that included the installation of street lighting on Venture Parkway from the Stillwater Business Park entrance at Old Oregon Trail through the east side of the northerly Stillwater Creek Bridge.

To continue the necessary road extension and utility work, staff is recommending an increase in project budget funds from the General Fund Capital Project Fund in the amount of $1, 500, 000.

This additional allocation is needed for staff and consultant costs related to project development including but not limited to surveys, design, environmental clearance, and right of way acquisitions with appraisals for the remainder of the improvements. The design work will include road construction, wet and dry utility installation, storm drains, street lights and other miscellaneous items to complete improvements to Venture Parkway from Rancho Road through the south end of the park to Fig Tree Lane concluding at the intersection of Fig Tree Lane and Airport Road. The work will include widening projects along Rancho Road and Fig Tree Lane and intersection improvements that may include Rancho Road/Airport Road and also Fig Tree Lane/Airport Road.

With the sale of additional lots, the improvements which were halted need to resume in order to adhere to what was intended with the development of the park This additional allocation will be funded with property sales receipts. Property sales in this fiscal year are in excess of$ 900, 000, and it is anticipated that this fiscal year will see an additional $ 3 million in proceeds from additional land transactions. Additional work on the park will be budgeted for completion in the coming months.

Council Priority/City Manager Goals
Public Safety — "Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding." Economic Development — " Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community."
Attachments
Resolution
Vicinity Map Exhibit 1
Previous Staff Reports - 08- 03- 21 and 02- 16- 21 ( available online) Packet Pg. 272 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- RESOLUTION NO. 2021-

A RESOLUTION OF THE CITY OF REDDING APPROVING AND ADOPTING THE 19TH AMENDMENT TO CITY BUDGET RESOLUTION NO. 2021- 078
APPROPRIATING $ 1, 500, 000 FOR STILLWATER BUSINESS PARK PHASE TWO INFRASTRUCTURE IMPROVEMENT PROJECT FOR FISCAL YEAR 2021- 22

BE IT RESOL VED B Y THE CITY CO UNCIL OF THE CITY OF REDDING THAT Budget Resolution No. 2021- 078 be and is hereby amended as follows:

FUND DIVISION DESCRIPTION 1NCREASE DECREASE
178 437 General Fund Capital Projects 1, 500, 000
THAT account titles and numbers requiring adjustments by this Resolution are as follows:

USE SOURCE

OF FLINDS OF FLINDS
Decrease( Increase) Beginning Balance
111- 427- 01- 0001- 01 General Fund Beginning Balance 850, 000 178- 437- 01- 0001- 01 General Fund Capital Projects Beg Balance 650, 000 Increase( Decrease) Revenue
111- 427- 5- 5040- 01 Fund Transfer To Capital Project 850, 000) 178- 437- 5- 5041- 01 Fund Transfer from General Fund 850, 000 Increase Expenditures
178- 437- 4588- 02 Stillwater Completion 1, 500, 000
Total $ 1, 500, 000 $ 1, 500, 000
THAT the purpose is to appropriate $ 1, 500, 000 for Stillwater Business Park phase two infrastructure improvement project for fiscal year 2021- 22.

I HEREBY CERTIFY that the foregoing resolution was introduced at a regular meeting of the City Council of the City of Redding on the 16' day of November, 2021, and was duly adopted at said meeting by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ERIN D. RESNER, Mayor
ATTEST: FORM APPROVAL:

PAMELA MIZE, City Clerk BARRY E. DeWALT, City Attorney
Packet Pg. 273 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- 9 n i
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Packet Pg. 274 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- titi„
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iii CITY OF REDDING

REPORT TO THE CITY COUNCIL
u
MEETING DATE: August 3, 2021 FROM: Chuck Aukland, Public ITEM NO. 4. 11( c) Works Director
APPROVED BY***
e
im"""
a ru.
w+'
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1kl ta7d,` umli VVcark i c J 3f2EY? 1 n-y ipp n, C a n 71? f/Z Y? 1 caulcland@ci. redding. ca.us ' btippin@cityofredding. org SUBJECT: 4. 11( c)=- Award Bid Schedu[ le No. 5215, Stillwater Business Park Phase 1C Street Lighting Project
Recommendation
Authorize the following actions relative to Bid Schedule No. 5215 ( Job No. 2669) Stillwater Business Park Phase 1C Street Lighting Project:
1) Award to Eddie Axner Construction in the amoun c f$85, 224; 2) Approve an additional $ 31, 0 0 fio over th cost c f construction administration and inspection fees; and $ 20, 000 for project deuelopment costs; 3) Approve $ 10, 000 to provide construction contingency funding; 4) Authorize the City Manager to appr u additional increases in either the construction management or construction contingency amounts up t4 a total of$ 10, 000; and 5) Adopt Resolution approving and adopting the 4th Amendment to City of Redding Budget Resolution No. 2021- 078 appropriating $ 150, 000 for said purpose.

Fiscal Impact
The Stillwater Business Park Phase 1C Street Lighting T' roject is being funded by the General Fund. On February 10, 2021, the City Council ( Council) approved and budgeted funds for project development including but not limited to environmental and prelimina ry engineering services. The attached budget resol ution for $ 150, 000 will cover the remaining costs of construction including contract administration, inspections, and contingencies for this project.

Cost Summa
Item Estimated
Pro' ect Develo ment Costs 20,000
Construction Contract+ Contin enc 95, 224
Contract Administration, Ins ection, Testin 31, 000
Additional Cit 1Vlana er Authorit 10, 000
Total Pro' ect Costs 156,224
Packet Pg. 275 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- Report to Redding City Council July 23, 2021
Re: 4.11( c)-- Stillwater Business Park Phase 1 C Street Lighing Project Page 2 Project cost components are estimates and some shifting of the project development, construction management, and construction contingency funds may be necessary to balance the project within the approved budget.

Background/Analysis
Attached is a tabulation of bids received and opened on July 15, 2021, for the Stillwater Business Park Phase 1C Street Li hting Project. The low bid in the amount of$ 85, 224 was received from Axner Construction Company of Redding, California. The engineer' s estimate was $ 74, 685.

Total project development costs for this project are estimated to be $ 20, 000. Project development costs incl ude engineering, surveying, right- of-way, environmental, and consultant services.

The project includes street lightin of Venture Parkway at the Stillwater Business Park entrance from Old Oregon Trail to th; east side of the no' therly Stillwater Creek Bridge. This project will install seven street lights and al1 the components associated with street lighting to incl ude but not limited to street lights, foundations, trenching, conduits, and conductors.

A Final Environmental Impact Report ( FEIR) for the Still ater Business Park was certified on April 18, 2006. The FEIR has been reui wed and considered in connection with this project.

Pursuant to the California Environmental Quality Act( CEQA) Guidelines Section 15168 it was determined that all effec s were examined in the previously approved FEIR, and pursuant to CEQA Guidelines Section 15162, no subseguent Environtnental Inr, pact Report would be re9uired.

Council Priority/ City Manager Goals
Public Safety — "Work to improve a11 aspects of public safety to help people feel secure and safe where they live, work, and play in the ity of Redding." Economic Development — "Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community."
Attachments
Resolution
Bid Tabulation
Location Map
Notice of Determination ( available online)
Previous Staff Report 02- 10- 21 ( available online)
Packet Pg. 276 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- RESOLUTION NO. 2021-

A RESOLUTION OF THE CITY OF REDDING APPROVING AND ADOPTING THE 4Tx AMENDMENT TO CITY BUDGET RESOLUTION NO. 2021- 078 APPROPRIATING 150, 000 FOR COMPLETION OF PHASE 1C STREET LIGHTING PROJECT AT STILLWATER BUSINESS PARK FOR FISCAL YEAR 2021- 22

BE IT RESOL T ED BY THE CITY COUNCIL OF THE CITY OF REDDING THAT Budget Resolution No. 2021- 078 be and is hereby amended as follows:

FUND DIVISION DESCRIPTION INCREASE DECREASE
178 437 Capital Projects— General Fund 150, 000
THAT account titles and numbers requiring adjustments by this Resolution are as follows:

USE SOURCE

OF FUNDS OF FUNDS
Decrease( Increase) Beginning Balance
178- 437- 1- 0001- 01 Beginning Balance 150, 000
Increase Expenditures
178- 437- 4588- 02 Stillwater Completion 2021 150, 000
Total $ 150, 000 $ 150, 000
THAT the purpose is to appropriate $ 150, 000 for cornpletio a of phase 1C street lighting project at Stillwater Business Park for fiscai year 2021- 22.

I HEREBY CERTIFY that the foregoing resolution was introduced at a regular meeting of the City Council of the City of Redding on the 3rd day of August, 2021, and was duly adopted at said meeting by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEIVIBERS:

ABSENT: COUNCIL MEIVIBERS:

ABSTAIN: COUNCIL MEMBERS:

ERIN D. RESNER, Mayor
ATTEST: FORM APPROVAL:

PAMELA MIZE, City Clerk BARRY E. DeWALT, City Attorney
Packet Pg. 277 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- 0 0 0 0 0 0 o o
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Packet Pg. 279 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- Print Fo rm
Notice of Determination Appendix D
To: From:

Office of Planning and Research Public Agency: City of Redding U. S. Mail: StreetAddress: Address: 777 Cypress Avenue
Redding, CA 960 P. O. Box 3044 1400 Tenth St., Rm 113
Sacramento, CA 95812- 3044 Sacramento, CA 95814
ontact: Amber Kelley
Phone: ( 530) 225- 4046
County Clerk
County of: Shasta County Lead Agency( if different from above):

Address: 1643 Market Street
Redding, CA 96001 Address:

Contact:

Phone:

SUBJECT: Filing of No#ice af Determination in campliance with Section 21108 or 21152 of the Public Resources Code.

State Clearinghouse N'umber ( if submitted# ca State Clearinghouse): 2001032106 Project Title: Stillwater Business Park Phase 1 C Street Lighting Project Project Applicant: City of Reddinq
Project Location ( include county): Fiedding, Galifnrnia- Shasta County Project Description:

Install new streetlights along the south side of Venture Parkway beginning at the intersection af Old Oregon Trail and extending east to#he Phase 1 Briclge. Construction will involve minor earthwork, trenching, and the installation of concrete foundatic ns, conduit, transformers, pull boxes, and lights.

This is to advise that the City of Redding has approved the abave Lead Agency or Responsible Agency)
described projec# on April 18, 2006 and has made the fa#lowing determinations regarding the above date)
described project.

1. The praject[ will will not) have a significant effect on the environment.

2. An Environmental Impact Report was prepared for this prt ject pursu nt to the provisions of CEQA.

A Negative Declaration was prepared for this project pursuant fio the provisions of CEQA.

3. Mitigation measures [ were were not] made a condition of the approval of the project.

4. A mitigation reporting or monitoring plan [ was was not] adopted for this project.

5. A statement of Overriding Considerations [ was was not] adopted for this project.

6. Findings [ were were not] made pursuant to the provisions of CEQA.

This is to certify that the final EIR with comments and responses and record of project approval, or the negative Declaration, is available to the General Public at:

City of Redding, Public Works Department, 777 Cypress Avenue Redding, CA 96001 Signature ( Public Agency): Title: Env. Compliance Manager Date: uly 20, 2021 Date Received for filing at OPR:

Authority cited: Sections 21083, Public Resources Code.

Reference Section 21 000- 21 1 74, Public Resources Code. Revised 2Q11 Packet Pg. 280 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- titi„
w
iii CITY OF REDDING

REPORT TO THE CITY COUNCIL
u
MEETING DATE: February 16, 2021 FROM: Allyn Feci Clark, Director of ITEM NO. 9. 10( a) Finance/ City Treasurer
APPROVED BY***
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I i ec C1t rk, iec[ vr s[ '" u 74ul Li; y T'r:... tr r ', 2r`tS 2021 d"` Il"y IppSli," fl lri Y C
aclark@cityofredding. org btippin@cityofredding. org
SUBJECT: 9. 10 a)-- Consider City of Redding Mid- Year Budget Review for Fiscal Year 2020-21; and Resolution approving Mid- ear Budget Adjustments.

Recommendation
Accept the Fiscal Year 2020- 21 Mid-Year Budget Report ( Report); and adopt Resoiution approving and adopting the 75 h Arnendment to City Budget Resolution 2019- 050 to adjust the budget in accordance with the Report.

Fiscallmpact
The recommended changes to he General Fund will meet the City Council directive to maintain a ten percent reserve in the General Fu d. The other recommended changes wi11 not reduce reserve levels below those required in the respective funds.

Alternative Action
The City Council ( Council) could choose to reject the report and request additional or different information.

Background/ Analysis
The City of Redding ( City) has expended$ 47, 481, 893 from the General Fund through December 31, 2020. This level of expenditure represents 47.2 percent of total appropriations, and is 3, 450, 264 or 6. 8 percent below staff' s cash flow estimate of$ 50, 932, 156 through December 31, 2020.

General Fund revenue as of December 31, 2020, totals $ 35, 311, 003 which is $ 1, 518, 782 or 4.4 percent above staff' s cash flow projection. Staff is recommending an adjustment of$ 900, 000 to Cannabis Tax revenues for a total of$ 1. 6 million. The original budget projection was $ 250, 000 for Fiscal Year 2020- 21 and was adjusted as part of the last mid- year Report to $' 700, 000. The original budget and subsequent adjustment were based on limited information due o the lack of historical information relative to the tax. This adjustment is sti11 based on the same limited Packet Pg. 281 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- Report to Redding Ciry Council February 10, 2021
Re: 9. 10( a)-- City ofRedding Mid-Year Budget Review and Adjustments Page 2 information but is estimated based on the results of the first six months of the fiscal year when Cannabis Tax received was $ 977, 228.

Below is a summary of the recommended General Fund changes to appropriations:

Increase ( Decrease) in Appropriations - General Fund: FYE 2021 Police - Other Contracts 12, 000
Police - Vehicle 20,000
Fire- Special Equipment 20,010
Animal Control- Contract 19, 000
Code Enforcement- Vehicle 30, 000
Parks - Security Conti- acts 8, 000
Total increase ( decrease) in General Fund appropriafions 109, 010 In addition to this change, staff is recornmending an increase to expenditures in the General Fund Capital Project Fund, The General Fund Capital Projects Fund is requesting $ 500, 000. The City of Redding is responsible for infrastrucxure improvements at Stillwater Business Park, including street lights, paving,; landscaping, and utility installation. With the sale of additional lots, the improvements which vere halted need to resume in order to adhere to what was intended with the development of th park, The $ SOO, QQO would be allocated to fund the full design of the remaining improvement to he park. This allocation wi11 be funded by money received from property sales this fiscal year. Prop rty sales in this. fiscal year are in excess of$ 700, 000 so far.

Additional work on the park will be budgeted for cptnpletion upon the sale of additional parcels.

GeneraZ Fund Rese^ves
Due to the completion of the annual audit, staff is recommending a change to the cash balance as of July 1, 2020. Staff is recommending an increas of$ 5. 9 million for a total of$ 16. 5 million for the beginning cash for Fiscal Year 2020- 21. As a result the current projected ending cash in Fiscal Year 2020- 21 is $ 15. 1 million or 17. 7 percent, , Through December 31, 2020, the General Fund Cash Balance was$ 5, 385, 406, or equal to a 6. 4 percent reserve.

General Fund Overtime
The City of Reddin General Fund overtime expense totals $ 3, 968, 885 through December 31, 2020. This is $ 2, 165, 570 above staff' s cash flow estimate of$ 1, 803, 315.

The expenditures year to date compared to year to date budget are listed below, of which, the four largest overtime budgets are Fire, Police, Parks, and Streets:

The Fire Department had overtime expenses through December 31, 2020 of$ 2, 926, 817 compared to a total overtime budget of$ 1, 031, 215;
The Police Department had overtime expenses through December 31, 2020 of$ 955, 943 compared to a total overtime budget of$'729, 250;
The Parks division had overtime expenses through December 31, 2020 of $ 33, 51' 7 compared to a total overtime budget of$ 2, 500.

Packet Pg. 282 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C- Report to Redding Ciry Council February 10, 2021
Re: 9. 10( a)-- City ofRedding Mid-Year Budget Review and Adjustments Page 3 The Streets division had overtime expenses through December 31, 2020 of $ 34,218 compared to a total overtime budget of$ 30,000; and
All other General Fund Departments had overtime expenses through December 31, 2020 of$ 18, 390 compared to an overtime budget of$ 10, 350.

Although some of the aforementioned expenses are over budget or nearly over budget, there are no additional budget requests at this time. Each department has adequate savings in areas such as personnel charges and additional cross charges to other City departments, to offset the excess cost.

Other Funds
The attached report recommends the following changes to other ( enterprise and internal service) City funds. Below is a listing of th„ request ( all requests comply with the City Council reserve requirements):

Increase ( Decrease) in Appropriations - Enterprise Funds: FYE 2021 Electric - Various ( see report) 3, 023, 500
Total increase ( decrease) in Enterprise Funds appropriations $ 3, 023, 500 Increase ( Decrease) in Appropriations - In ernal Service Funds: FYE 2021.

Building Maintenance - Specialized Services 5, 000
Information Tecl nology- Va ious ( see report) 7, 000
Totai increase ( decrease) in Internal Service Fund appropriations 92, 000 Council Prio ity/ City Manager Goals
Budget and Financial Management— " Achieve balanced and stable Ten Year Financial Plans for all funds."
Communication and Transparency- " IrnprQ e the quality of communication with the public and City employees to enhance knowledge and increase transparency to improve public trust."
Attachments
Resolution
Mid Year Budget Update including charts and graphs for FY 20- 21 Packet Pg. 283 Attachment: Previous Staff Report 11-16-2021 (4.11(d)--Approve the Fourth Amendment to Consulting and Professional Services Contract (C-

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions regarding Highway Bridge Program funding:
(1) Accept additional grant funds awarded to the City of Redding for the Eastside Road over Olney Creek Bridge Project (Project); and
(2) Adopt Resolution approving and adopting the 85th Amendment to City Budget Resolution No. 2021-078 appropriating $867,600 for the project.

Fiscal Impact
An additional $867,593 in grant funds has been allocated to the City of Redding (City) for the Eastside Road over Olney Creek Bridge Project. These additional grant funds will allow previously allocated Transportation Impact Fee (TIF) funds, used to fill the funding gap, to be returned to the TIF Program.

Alternative Action
The City Council (Council) may choose to not accept the additional grant funding. In this case, the City would lose $867,593 in grant funding for the project and additional TIF or Streets Division funds would need to be used to complete the project.

Background/Analysis
On July 21, 2015, the Council appropriated Highway Bridge Program (HBP) funds in the amount of $1,853,850 for the project. Subsequently, on May 17, 2022, the Council appropriated additional HBP funds in the amount of $2,056,690 for the project. Along with the action in May 2022, TIF funds were appropriated to temporarily cover the lowest responsive bid amount which was higher than the engineer’s estimated cost. This allowed staff to complete and submit the necessary paperwork to the California Department of Transportation (Caltrans), the agency that administers the HBP Program, to request additional HBP funds needed to fully fund the project.

Caltrans has processed and approved the City’s request for additional HBP funding in the amount of $867,593 which are being allocated to the project.

MEETING DATE: April 18, 2023
ITEM NO. 4.11(e)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(e)--Accept Grant Funds from State of California Department of Transportation and Adopt Budget Resolution Appropriating Funds Chuck Aukland, Public
Works Director
Packet Pg. 284
Report to Redding City Council April 12, 2023
Re: 4.11(e)--Accept Grant Funds and Adopt Budget Resolution Page 2 Environmental Review
This action is not a project as defined under the California Environmental Quality Act (CEQA), and no further action is required.

Council Priority/City Manager Goals
This agenda item is a routine operational item.

Attachments
^Resolution
Previous Staff Report 072115
Previous Staff Report 051722
Packet Pg. 285
RESOLUTION NO. 2023-___

A RESOLUTION OF THE CITY OF REDDING APPROVING AND ADOPTING THE 85TH AMENDMENT TO CITY BUDGET RESOLUTION NO. 2021-078
APPROPRIATING $867,600 FOR THE EASTSIDE ROAD OVER OLNEY CREEK BRIDGE PROJECT FOR FISCAL YEAR 2022-23

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF REDDING THAT Budget Resolution No. 2021-078 be and is hereby amended as follows:

FUND DIVISION DESCRIPTION INCREASE DECREASE
128 566

Transportation Grant Projects $ 867,600
THAT account titles and numbers requiring adjustments by this Resolution are as follows:

USE SOURCE

OF FUNDS OF FUNDS
Increase (Decrease) Revenue
128-566-6-2650-18 Federal Grant - Capital - Transportation $ 867,600 Increase Expenditures
128-566-4908-10 Eastside/Olney Bridge $ 867,600
Total $ 867,600 $ 867,600
THAT the purpose is to appropriate $867,600 for the Eastside Road over Olney Creek bridge project for fiscal year 2022-23.

I HEREBY CERTIFY that the foregoing resolution was introduced at a regular meeting of the City Council of the City of Redding on the 18th day of April, 2023, and was duly adopted at said meeting by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

MICHAEL DACQUISTO, Mayor
ATTEST: FORM APPROVAL:

PAMELA MIZE, City Clerk BARRY E. DeWALT, City Attorney
Packet Pg. 286 Attachment: ^Resolution (4.11(e)--Accept Grant Funds and Adopt Budget Resolution)

CITY OF REDDING

REPORT TO REDDING CITY COUNCIL
Recommendation
Authorize the following action relative to Request for Proposal No. 4691, Engineering Services for Eastside Road Bridge over Olney Creek Replacement Project and Sharon Avenue Bridge over ACID Replacement Project: (1) Award to Dokken Engineering; (2) Authorize the Mayor to execute contracts with Dokken Engineering to provide project management, preliminary and final design, environmental compliance, right-of-way coordination, and technical assistance during bidding and construction services for the Eastside Road Bridge over Olney Creek Replacement Project, for a not-to-exceed fee of $290,850 and Sharon Avenue Bridge over ACID Replacement Project, for a not-to-exceed fee of $207,006; (3) Adopt resolution approving the 2nd Amendment to City Budget Resolution No. 2015-057 appropriating $2,759,856 ($1,853,850 for the Eastside Road Bridge and $906,006 for the Sharon Avenue Bridge) for Fiscal Year 2015-16; and (4) Authorize the City Manager to approve contract amendments not to exceed $35,000 per contract.

Background
On September 7, 2010, the City Council (Council) approved the submittal of several applications for federal funding for the rehabilitation or replacement of local structures – two of these structures were the Eastside Road Bridge over Olney Creek and the Sharon Avenue Bridge over the Anderson-Cottonwood Irrigation District (ACID) canal.

The Eastside Road Bridge was constructed in 1954 and is currently designated as "functionally obsolete," per Caltrans Bridge Inspection Reports. The project will replace the existing 30-footMEETING DATE: July 21, 2015 ITEM NO. 4.11(b)
[B-050-020/B-130-070/G-100-070/S-070-050]
FROM:

SUBJECT: 4.11(b)--Award Request for Proposals No.4691, Adopt the Budget Resolutions, and Authorize Execution of Consulting and Professional Services Contracts for the Eastside Road Bridge over Olney Creek Replacement and the Sharon Avenue Bridge over ACID Replacement Projects
***APPROVED BY***
Department Director: City Manager:

Brian Crane, Public Works
Director
Packet Pg. 287 Attachment: Previous Staff Report 072115 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution) Report to Redding City Council July 14, 2015
Re: 4.11(b)--Award RFP No. 4691, Eastside Rd Bridge over Olney Creek & Sharon Ave Page 2 wide, two-lane bridge with a 54-foot-wide bridge that includes two 12-foot lanes with 8-foot shoulders and 7-foot-wide, Type 26 sidewalk barriers on each side.

The Sharon Avenue Bridge was constructed in 1976 and is also currently designated as “functionally obsolete,” per Caltrans Bridge Inspection Reports. The project will replace the existing 21.5-foot-wide, one-lane bridge with a 36-foot-wide bridge that has shoulders and sidewalk meeting American Association of State Highway and Transportation Officials (AASHTO) requirements.

The total combined project costs for the replacement of the Eastside Road and Sharon Avenue bridges are expected to be in the $2.5 million to $3 million dollar range including design, environmental clearance and permitting, right-of-way, construction including contingencies, and construction management.

CONSULTANT SELECTION PROCESS
In December 2014, a formal Request for Proposals (No. 4691), outlining the specific scope of work for each bridge, was advertised. Proposals were required to include a separate scope and proposed fee for each bridge so that two separate contracts could be prepared. Proposals and fee schedules were received on January 5, 2015, from three firms. A review and selection panel was formed with members from the Public Works Department. Based upon proposal review and experience, the panel ranked the firms as follows:

FIRM RANK
Dokken Engineering (Folsom, CA) 1
Morrison Structures, Inc. (Redding, CA) 2
TRC (Rancho Cordova, CA) 2
Proposals were evaluated based on their understanding of the scope of work, ability to meet the proposed schedule and maintain the project budget, experience and qualifications of the proposed staff, ability to work with City staff, project approach, familiarity with state and federal procedures, and geographic location of the team. Applying the criteria to the proposals, the selection panel determined that Dokken Engineering (Dokken) was more suited and qualified to provide the required services for this project.

Dokken’s proposed fees were opened, evaluated, and negotiated to reasonable costs based on the scope of services as well as previous similar projects and proposed fees. Federal funding requirements dictate that the consultant selection process be qualification-based, not by cost, as long as the fee is reasonable, therefore staff did not open the fees for the other consultants.

The consultant fee is estimated and the contracts will be for actual work performed. However, because these are complex projects, staff recommends the approval of an additional $35,000 in contingency reserve for each contract. If this reserve needs to be utilized, a contract amendment would be negotiated with the consultant and the contract would be modified with approval of the City Manager.

Packet Pg. 288 Attachment: Previous Staff Report 072115 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution) Report to Redding City Council July 14, 2015
Re: 4.11(b)--Award RFP No. 4691, Eastside Rd Bridge over Olney Creek & Sharon Ave Page 3 Issue
Should Council award Request for Proposal No. 4691 to Dokken Engineering and direct staff to execute contracts for engineering and design services for the Projects for a not-to-exceed fee of $290,850 and $207,006, and authorize the City Manager to approve contract amendments not to exceed $35,000, and adopt the attached budget resolutions appropriating $1,853,850 and $906,006?
Alternatives; Implication of Alternatives
The Council has the option of selecting one of the following alternatives:

1. Award the Request for Proposals No. 4691 to Dokken Engineering, and authorize staff to negotiate, and the Mayor to execute, two consultant services contracts with Dokken for design services for the Eastside Road Bridge over Olney Creek Replacement Project for a not-to-exceed fee of $290,850 and the Sharon Avenue Bridge over ACID Replacement Project for a not-to-exceed fee of $207,006, and adopt the budget resolutions. Further, authorize a contingency of $35,000 for each contract, and authorize the City Manager to execute contract amendments up to the contingency amount. This will allow staff the flexibility to refine the scope of services as needed to complete each project that is in the best interests of the City. (Staff Recommendation)

2. Do not award the Request for Proposals No. 4691 at this time and direct staff not to pursue these projects. This alternative will delay or eliminate the construction of the improvements. Since these bridges are designated as “functionally obsolete,” delaying or eliminating construction of these projects will continue providing unsafe conditions for motorists and pedestrians.

3. Provide other direction to staff.

Fiscal Impact
Funding for these projects will come from the Federal Highway Bridge Program (HBP) with an

88.53 percent share. The Sharon Avenue Bridge will be matched with 11.47 percent Toll Credits via the State and will be 100 percent federally funded. The Eastside Road Bridge will be matched with 11.47 percent City Traffic Impact Fees. Budget resolutions appropriating $906,006 and $1,853,850 respectively, are attached. The combined total project cost (for both projects) is estimated in the $2.5 million to $3 million range.

Conclusion
These bridges have both been designated as “functionally obsolete” per Caltrans Bridge Inspection Reports. Dokken has the necessary resources and expertise to provide the required services to prepare these projects for construction. Therefore, staff recommends that the Council select Alternative 1 as listed above.
c: Chuck Aukland, Public Works Assistant Director
Corri Vandiver, Associate Civil Engineer
Packet Pg. 289 Attachment: Previous Staff Report 072115 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution) Report to Redding City Council July 14, 2015
Re: 4.11(b)--Award RFP No. 4691, Eastside Rd Bridge over Olney Creek & Sharon Ave Page 4 Attachments:

Location Map
Resolution
Packet Pg. 290 Attachment: Previous Staff Report 072115 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to Bid Schedule No. 5180 (Job No. 2477), Eastside Road over Olney Creek Bridge Project (Project):
(1) Reject the apparent low bid by Stewart Engineering Inc. (SEI) as nonresponsive and award the project to the second low bidder Abacus Construction, Inc., in the amount of $3,703,683.84;
(2) Approve an additional $567,000 to cover the cost of contract administration and inspection fees and $645,000 for project development costs; (3) Approve $370,000 to provide construction contingency funding; (4) Authorize the City Manager to approve additional increases, in either the construction management or construction contingency amounts, up to a total of $15,000; and (5) Adopt Resolution approving and adopting the 42nd Amendment to City Budget Resolution No. 2021-078 appropriating $2,056,690 in federal grant funds and $1,380,390 in Transportation Impact Fee funds for the Project.

Fiscal Impact
The Eastside Road over Olney Creek Bridge Project (Project) is being funded by two sources which consist of the Federal Highway Bridge Program (HBP) and the City of Redding (City) Citywide Transportation Impact Fee Program (TIF). The HBP will fund 88.53 percent of the project while the remaining 11.47 percent will be through TIF. Since the bids were higher than the engineer’s estimated cost, staff will be working with California Department of Transportation (Caltrans) to obtain additional HBP funding for the project. Staff anticipates the HBP to fully fund its share of the project total costs based upon previous experience with other bridge HBP funded projects. Until those additional funds become available, the TIF will cover the costs above the estimate. Any additional HBP funds will be presented and budgeted in a separate resolution. The HBP funds being appropriated at this time are currently authorized funds that were not previously budgeted.

MEETING DATE: May 17, 2022
ITEM NO. 4.11(a)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(a)--Award Bid Schedule No. 5180 (Job No. 2477), Eastside Road over Olney Creek Bridge Project and Adopt Budget Resolution
Ryan Bailey, Assistant
Director of Public Works
Packet Pg. 291 Attachment: Previous Staff Report 051722 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution) Report to Redding City Council May 10, 2022
Re: 4.11(a)--Award BS No. 5180, Eastside Road over Olney Creek Bridge Page 2 Cost Summary
Item Estimated
Project Development Costs $ 645,000
Construction Contract + Contingency $ 4,073,683.84
Contract Administration, Inspection, Testing $ 567,000
Additional City Manager Authority $ 15,000
Total Project Costs $ 5,300,683.84
Project Budget $ 5,300,700
Project cost components are estimated, and some shifting of the funds may be necessary to balance the project within the approved budget.

Alternative Action
Without this project, the bridge will not be replaced, and unsafe conditions for pedestrians and motorists will remain. In addition, the City would be at risk of losing federal funds and may have to reimburse project development federal funds spent to date. The City Council has the following alternative actions:
• Choose not to award the bid for the Eastside Road over Olney Creek Bridge Project to the second low bidder Abacus Construction Inc (Abacus), determine that SEI, the low bidder, did make adequate Good Faith Efforts (GFE), and award the project to SEI. This may jeopardize current or future federal funding if the City is audited and the audit determines that SEI did not perform an adequate GFE.
• Choose not to award the bid for the Eastside Road over Olney Creek Bridge Project and re-advertise the project. This action would delay the project; thereby missing the 2022 construction season and potentially requiring staff to update current environmental permits which would further delay the project. Re-advertising the project would, most likely, increase the number of bids received, and there are no guarantees the low bidder will meet the project’s Disadvantaged Business Enterprise (DBE) goal or that it would perform an adequate Good Faith Effort (GFE).
• Provide staff with other direction.

Background/Analysis
Attached is a tabulation of bids opened on January 25, 2022. The low bid in the amount of $3,539,305 was received from SEI of Redding, California. Because the HBP grant funds are from a federal source, the City was required to establish a Disadvantaged Business Enterprise (DBE) participation goal specifically for the project, and a goal of 19 percent was established for this project. SEI did not achieve the goal, therefore, per federal regulations, the contractor must perform a Good Faith Effort (GFE) to be awarded the project. Staff’s evaluation of a bidder’s GFE is based on Section 9 of the Caltrans Local Assistance Procedures Manual (LAPM) as well as Appendix A of Title 49 CFR Part 26 of the Code of Federal Regulations (CFR). Staff performed the following process in GFE evaluation for SEI. • Staff received SEI GFE documentation per the specified five days after bid opening. • Staff received a bid protest letter (January 31, 2022) from the 2 nd low bidder, Abacus,
which did not provide any reasonable argument as to why the City should reject SEI’s bid. It simply stated that because SEI did not meet the goal regardless of an adequate Packet Pg. 292 Attachment: Previous Staff Report 051722 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution) Report to Redding City Council May 10, 2022
Re: 4.11(a)--Award BS No. 5180, Eastside Road over Olney Creek Bridge Page 3 GFE, SEI’s bid should be rejected and the project should be awarded to Abacus, which is not allowed per the CFR.
• Staff completed its GFE evaluation and determined that SEI did demonstrate an adequate GFE.
• Per LAPM Section 9.8 (Local Public Agency Responsibilities), because the project contract exceeds $2 million and the low bidder did not meet the DBE goal, the City must submit the low bidder’s GFE documentation to the Caltrans Division of Local Assistance (DLA). In addition, the City may not award the contract without receiving a memorandum from the DLA indicating that Caltrans has determined that the low bidder made a GFE. The City submitted SEI’s GFE to Caltrans District 2 DLA for review. • Staff received, via email from Caltrans District 2 DLA, a memorandum (March 2, 2022) stating that Caltrans did not concur with the City’s determination that SEI had demonstrated an adequate GFE and concluded that SEI did not demonstrate it performed a GFE. Caltrans DLA relies on Caltrans Office of Civil Rights (OCR) to perform the GFE evaluations.
• Staff received the Abacus DBE complaint on March 9, 2022. • Per LAPM Section 9.8, because Caltrans did not concur with the City, the City must take Caltrans feedback and re-evaluate the GFE. The City did re-evaluate SEI’s GFE and determined that SEI did not demonstrate an adequate GFE for the reasons noted in the reevaluation and a letter was sent to SEI dated March 21, 2022.

Therefore, in accordance with 49 CFR 26.53, the City must allow the bidder/offeror an opportunity for administrative reconsideration as outlined below:

1. As part of this reconsideration, the bidder/offeror must have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or made an adequate GFE to do so.

2. City decision on reconsideration must be made by an official who did not take part in the original determination that the bidder/offeror failed to meet the goal or make adequate GFE to do so.

3. The bidder/offeror must have the opportunity to meet in person with the City reconsideration official to discuss the issues of whether it met the goal or made an adequate GFE to do so.

4. City must send the bidder/offeror a written decision on reconsideration, explaining the basis for finding that the bidder did or did not meet the goal or make an adequate GFE to do so.

5. The result of the reconsideration process is not administratively appealable to the Department of Transportation.

The City’s March 21, 2022, letter to SEI was notification of the City’s determination and its right to reconsideration. SEI responded by email on March 21, 2022, requesting reconsideration and on March 28, 2022, provided the City with a written argument that it made an adequate GFE to meet the goal. The City acknowledged SEI’s request for reconsideration and began the reconsideration process as provided in the City’s letter to SEI, which was dated April 1, 2022.

The reconsideration hearing was held on April 14, 2022, and in attendance were SEI, two Reconsideration Officials (Officials), and staff. All parties agreed on the meeting format and presented positions regarding the SEI GFE to the Officials. After the reconsideration meeting, the Officials deliberated independently to make a final determination. The Officials’ final determination concluded that SEI did not perform an adequate GFE to meet the DBE participation goal for the reasons identified in the final GFE determination letter to SEI dated Packet Pg. 293 Attachment: Previous Staff Report 051722 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution) Report to Redding City Council May 10, 2022
Re: 4.11(a)--Award BS No. 5180, Eastside Road over Olney Creek Bridge Page 4 April 22, 2022. All correspondence is attached for reference. Therefore, SEI’s bid is deemed nonresponsive to the bid solicitation. It should be noted that a nonresponsive bid is not unusual in the industry, and in no way provides a reflection of the contractor’s ability to perform the work, nor does it reflect the quality of work or affect the ability to bid on future public works projects.

The City proceeded to evaluate the second low bidder, Abacus, of Redding, California in the amount of $3,703,683.84. The City reviewed Abacus’s proposal and DBE commitment form.

Abacus achieved a 23.18 percent participation goal, thereby exceeding the project goal of 19 percent. Since Abacus met the project DBE goal, the CFR does not require the bidder to submit a GFE, although one was provided by Abacus. Staff recommends awarding the project to the second low bidder, Abacus Construction, Inc. The engineer’s estimate was $2,929,351.17. Total project development costs for this project are estimated to be $645,000. Project development costs include engineering, surveying, right-of-way, environmental, and consultant services.

This project includes the replacement of the Eastside Road bridge over Olney Creek and the rehabilitation of the approach roadway. The work will include removal of the existing bridge in stages, construction of a new bridge over two summer seasons, construction of retaining walls, sidewalk, curb and gutter, utility relocation, roadway construction, and other miscellaneous items of work.

On February 6, 2018, the Council adopted the Mitigated Negative Declaration (MND) and the Mitigation Monitoring Program (MMP) and approved the project, thereby satisfying the requirements of the California Environmental Quality Act Guidelines Section 15074 (CEQA).

Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
^Resolution
^Location Map
^Bid Tab
^Mitigated Negative Declaration
01-31-2022 Abacus BS 5180 Protest of Apparent Low Bidder 02-15-2022 Stewart GFE Evaluation Final
03-02-2022 Caltrans GFE Memo
03-09-2022 Abacus DBE Complaint Form
03-21-2022 COR GFE Letter to SEI
03-21-2022 Stewart GFE Re-Evaluation final
03-28-2022 SEI Response Letter to GFE Evaluation
04-01-2022 COR Response to SEI GFE Evaluation Letter
04-01-2022 COR Reconsideration Meeting Letter
04-22-2022 COR SEI GFE Reconsideration Final Determination Letter Title 49 CFR 26.53
Title 49 CFR 26.53 Appendix A
Caltrans LAPM Section 9.8
Packet Pg. 294 Attachment: Previous Staff Report 051722 (4.11(e)--Accept Grant Funds and Adopt Budget Resolution)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following relative to the funding, design, permitting, and construction of the Boulder Creek Flood Protection and Natural Treatment Project:
(1) Approve the City of Redding as applicant for a Clean California Local Grant, Cycle 2, administered by the California Department of Transportation, requesting up to $2 million with no local match;
(2) Approve the City of Redding as applicant for a Wildlife Conservation Board (WCB) Continuous Grant, administered by the California WCB requesting up to $2 million with no local match; and
(3) Authorize the City Manager, or designee, to execute all documents necessary to apply for the grant, and execute any agreements necessary to implement the project should the grant(s) be awarded.

Fiscal Impact
The grant applications will request up to $2 million from each grant agency to provide supplemental funding for the design and construction of the Boulder Creek Flood Protection and Natural Treatment Project (Boulder Creek Project). Although no local matching funds are required by the grant agency, funding contributions are highly encouraged and will increase the application’s competitiveness. Staff anticipates contributing in-kind services performed by the City of Redding’s (City) Storm Water Management Program (SWMP). The SWMP staff positions are funded through the NPDES Fixed Fee Charge and the General Fund would not be impacted. There would be no fiscal impact as a result of approving and authorizing as recommended.

Alternative Action
The City Council (Council) may choose not to apply for funds under this grant program and provide staff with alternative direction.

MEETING DATE: April 18, 2023
ITEM NO. 4.11(f)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Conservation Board Grants
Chuck Aukland, Public
Works Director
Packet Pg. 295
Report to Redding City Council April 12, 2023
Re: 4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons.

Board Grants Page 2
Background/Analysis
On April 7, 2020, the Council adopted Resolution No. 2020-40 authorizing the Public Works Department to apply for Proposition 68 Urban Flood Protection funds for the Boulder Creek Project. Staff was successful in securing grant funding in the amount of $2,295,100. On May 17, 2022, the Council approved the grant funding and adopted Budget Resolution No. 2021-07 to appropriate the funds.

On November 15, 2022, the Council awarded Request for Proposal Schedule No. 5310 and authorized the execution of a Consulting and Professional Services Contract, with Geosyntec Consultants, Inc. (C-9583), for Engineering and Environmental Services for the Boulder Creek Project. The Council also adopted a resolution adopting and approving the 71st Amendment to City Budget Resolution No. 2021-078 appropriating $152,020 of Storm Drain Impact Fees.

In 2020, when staff applied for the Proposition 68 Urban Flood Protection funds, the $2,295,100 combined with in-kind services would have been sufficient to deliver the Boulder Creek Project.

Since that time, inflation has increased significantly, creating a funding shortfall of approximately $2,000,000. This amount includes additional recreational amenities, such as a drinking fountain, benches, tree planting, and small play structures that would be included in the proposed grant applications.

The Clean California Local Grant focuses on multi-benefit projects that reduce the amount of debris in public spaces, the beautification of public spaces, urban heat island reduction, and improving public spaces for walking and recreation. California Department of Transportation (Caltrans) administers the grant and has allocated $100 million for these projects. Grant applications are due April 28, 2023.

The California Wildlife Conservation Board (WCB) Continuous Grant focuses on projects that protect or enhance biodiversity, address climate change resiliency and connectivity, support priority habitats, enhance landscapes, support water related projects, enhance public access, and provide a benefit to a disadvantaged community. The WCB administers the grant which does not have a minimum or maximum grant amount. The grant application would be submitted in May 2023.

Given the funding needed to complete the project, the competitive nature of these grants, and the potential for receipt of a lower award amount, the Public Works Department seeks to submit grant applications up to $2,000,000 each to both of these programs. Should both grants be awarded, staff would work with one of the grant agencies for a reduced grant amount that would be implementable while still meeting the agencies’ grant goals and objectives. Taking the recommended action will allow the City to compete for funds for this multi-benefit project.

Environmental Review
This action is not a project as defined by the California Environmental Quality Act, and no further action is required. The consultant will provide the design and technical study information necessary to ensure environmental clearance as the project progresses.

Packet Pg. 296
Report to Redding City Council April 12, 2023
Re: 4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons.

Board Grants Page 3
Council Priority/City Manager Goals
This agenda item is a routine operational item.

Attachments
^Site Location Map
^Project Concept Sheet Boulder Creek
Previous Staff Report 4-7-2020
Previous Staff Report 5-17-2022
Previous Staff Report 11-15-22
Packet Pg. 297

ALAMINE DR

REDDINGTON DR DAVIS RIDGE RD

BODENHAMER BLVD

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ROLLINGVIEW DR

TEAKWOOD DR

CAMPERS CT

GRANTS PASS PL

ROGUE RIVER WAY

DURANGO WAY

STINSON LOOP

GREENBRIAR CT

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I 5 NB OFFRAMP

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INTERSTATE 5
STE HWY 299

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MTG. DATE:

ITEM:

ATTACHMENT:

INFORMATION TECHNOLOGY DEPARTMENT

GIS DIVISION LOCATION MAP
DATE PRODUCED: - 0 200 400Feet

FORMER SEWER PONDS

NATURAL TREATMENT SYSTEM
901 COLLEGE VIEW DRIVE & 500 DAVIS RIDGE ROAD
AP# 116-180-006 & 117-070-028
MARCH 23, 2020
P:\Environmental Management\ProProjects\FormerSewerPondsProject.aprx Packet Pg. 298 Attachment: ^Site Location Map (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 299
Attachment: ^Project Concept Sheet Boulder Creek (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Packet Pg. 300
Attachment: ^Project Concept Sheet Boulder Creek (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following action relative to the funding, design, permitting, and construction of the Boulder Creek Flood Protection and Natural Treatment Project:
1) Adopt Resolution approving the City of Redding ( City) as an applicant for the Urban Flood Protection Grant Program (Proposition 68), administered by the California Natural Resources Agency; and
2) Authorize the City Manager, or designee, to execute all documents necessary to apply for the grant, and execute any agreements necessary to implement the project should the grant be awarded.

Fiscal Impact
The grant application will request up to $2 million to create a flood management and stormwater treatment system at the abandoned Buckeye Wastewater Treatment Plant. Although no local matching funds are required by the grant agency, funding contributions are highly encouraged and will increase the application’ s competiveness. Staff anticipates contributing in-kind services performed by the City’s Storm Water Management Program (SWMP). The SWMP positions are funded through the National Pollutant Discharge Elimination System ( NPDES) Fixed Fee Charge and the General Fund would not be impacted. There would be no short-term fiscal impact as a result of approving and authorizing as recommended.

Long- term maintenance costs for this project are minimal. The trails, landscape, and signs would be maintained by Park Maintenance Division staff, supplemented with volunteers when possible.

The projected annual cost for waste management, weed abatement, occasional pruning and hazardous tree removal is estimated at $1,800 per year and would be absorbed within the current Park Maintenance Division budget. Infrastructure maintenance and repair would be funded by the NPDES Fixed Fee Charge.

MEETING DATE: April 7, 2020
ITEM NO. 4.11(g)
FROM:

APPROVED BY***
[email protected] btippin@cityofredding. org
SUBJECT: 4.11(g)--Adopt Resolution Approving City of Redding as Applicant for Urban Flood Protection Grant for Boulder Creek
Chuck Aukland, Public
Works Director
Packet Pg. 301 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Report to Redding City Council April 1, 2020
Re: 4.11( g)--Resolution Approving City as Applicant for Urban Flood Protection Grant for Boulder Creek Page 2
Alternative Action
The City Council could choose to direct staff not to apply for funds under this grant program, or provide staff with alternative direction.

Background/ Analysis
The Urban Flood Management Program, funded by voter approved Proposition 68, focuses on multi-benefit projects that address flooding in urbanized areas. Projects must include storm water capture and reuse, planning and implementation of low-impact development, restoration of urban streams and watersheds, and increasing permeable surfaces to reduce flooding. The California Natural Resources Agency administers the grant and has allocated $ 87.5 million for these projects.

The Public Works Department (Department) seeks to submit an application to this program for the design, permitting, engineering, and construction of a flood management and storm water treatment system located on City-owned open space. In recent years, this project has been the subject of planning efforts, and extensive community review. The Department’ s Storm Water Resource Plan identified the Boulder Creek Flood Protection and Natural Treatment Project Project) as the highest priority multi- benefit treatment project for the City. The project was developed in collaboration with a Technical Advisory Group (including State regulators) and a Stakeholder Group comprised of other government agencies, non-governmental organizations, environmental groups, community members, and other interested parties.

The proposed project would utilize existing infrastructure to reduce flooding at Boulder Creek School, improve water quality and environmental habitat, and provide recreational and educational opportunities to a severely disadvantaged community. An inlet spillway along Boulder Creek bank will divert stormflows from the 1,800- acre drainage area, consisting of 80 percent urban land uses, into two sedimentation basins (abandoned wastewater treatment ponds).

The sedimentation basins will provide capture and detention of wet weather flows, as well as provide an opportunity for settling of sediment and particulate-bound pollutants, and trash capture before diversion into a third bio-retention pond and release back into Boulder Creek.

Boulder Creek School, located less than a mile downstream of the project area, experiences at least one flood event each year. The school field, track, playground, and eastern parking lot become inundated with floodwater, limiting outdoor activity areas for the children and causing thousands of dollars in damage. The project is anticipated to reduce the frequency and intensity of flood events, as initial modeling shows that the one- year peak flow rate can be reduced to one quarter of the current rate.

A series of trails and signs will be constructed around the three basins and they will be connected to the City’ s Northeast Crossing Trail project, which is a grant funded project being implemented by the Community Services Department. The Project also includes native tree planting, invasive species removal, and floodplain restoration. An existing building from the wastewater treatment plant and a concrete-lined pond, both located within the 100-year flood plain, will be demolished, and the flood plain area will be restored. Construction is anticipated to occur by 2024.

Packet Pg. 302 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Report to Redding City Council April 1, 2020
Re: 4.11( g)--Resolution Approving City as Applicant for Urban Flood Protection Grant for Boulder Creek Page 3
The grant application will request up to $ 2 million for the design and construction of the proposed project and must be submitted by April 8, 2020. The effort to complete the application process includes documenting the flooding issues, sourcing support letters, documenting community outreach activities, and quantifying the flood management and water quality benefits.

Taking the recommended action will allow the City to compete for funds for this multi- benefit project.

The resolution has been approved as to form by the City Attorney.

Council Priority/City Manager Goals
This agenda item is a routine operational item.

Attachments
Resolution
Project Concept Sheet
Location Map
Packet Pg. 303 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) RESOLUTION NO. 2020-___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING

AUTHORIZING THE FILING OF A GRANT APPLICATION FOR

URBAN FLOOD PROTECTION GRANT FUNDS AND AUTHORIZING

THE CITY MANAGER, OR DESIGNEE, TO EXECUTE THE

APPLICATION AND ALL SUBSEQUENT DOCUMENTATION TO
OBTAIN PROPOSITION 68 FUNDING
WHEREAS, the Legislature and Governor of the State of California have provided funds for the program shown above; and
WHEREAS, The California Natural Resources Agency has been delegated the responsibility for the administration of this grant program, establishing necessary procedures; and WHEREAS, said procedures established by the California Natural Resources Agency require a resolution certifying the approval of application( s) by the Applicant’ s governing board before submission of said application(s) to the State; and
WHEREAS, the Applicant, if selected, will enter into an agreement with the State of California to carry out the project;
NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Redding as follows:

1. Approves the filing of an application for the Boulder Creek Flood Protection and Natural Treatment Project;

2. Certifies that Applicant understands the assurances and certification in the application;

3. Certifies that Applicant or title holder will have sufficient funds to operate and maintain the project consistent with the land tenure requirements or will secure the resources to do so;

4. Certifies that it will comply with all provisions of Section 1771. 5 of the California Labor Code;

5. If applicable, certifies that the project will comply with any laws and regulations including, but not limited to, the California Environmental Quality Act ( CEQA), legal requirements for building codes, health and safety codes, and disabled access laws and that prior to commencement of construction all applicable permits will have been obtained;

6. Certifies that Applicant will work towards the State Planning Priorities intended to promote equity, strengthen the economy, protect the environment, and promote public health and safety as included in Government Code Section 65041.1; Packet Pg. 304 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

7. Appoints the City Manager, or designee, as agent to conduct all negotiations, execute and submit all documents including, but not limited to, applications, agreements, payment requests and so on, which may be necessary for the completion of the aforementioned project.

I HEREBY CERTIFY that the foregoing resolution was introduced and adopted at a special meeting of the City Council of the City of Redding on the 7th day of April, 2020, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ADAM McELVAIN, Mayor
ATTEST: APPROVED AS TO FORM:

PAMELA MIZE, Secretary BARRY E. DeWALT, City Attorney
Packet Pg. 305 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 306 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 307 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

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DATE:ITEM:ATTACHMENT:

LOCATIONMAPGISDIVISIONIFORMATION TECHNOLOGYDEPARTMENTDATEPRODUCED:
0400200Feet-FORMERSEWER PONDSNATURALTREATMENT
SYSTEM901 COLLEGE
VIEWDRIVE & 500 DAVIS RIDGE ROAD Packet Pg. 308 Attachment: Previous Staff Report 4-7-2020 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Accept $2,295,100 in Urban Flood Protection Grant funds; and adopt Resolution approving and adopting the 41st Amendment to City Budget Resolution No. 2021-078 appropriating $2,295,100 in funds for the Boulder Creek Flood Protection and Natural Treatment Project.

Fiscal Impact
The total project costs are estimated to be $2,418,900. The grant will provide funding in the amount of $2,295,100. The remaining funds will come from previously budgeted in-kind staff time ($73,800) and Wastewater funds ($50,000).

Alternative Action
The City Council (Council) may chose not to accept the Urban Flood Protection Grant funds or approve the budget resolution. The City of Redding (City) would lose $2,295,100 in grant funds and the project may not be completed.

Background/Analysis
On April 7, 2020, the Council adopted Resolution No. 2020-40 allowing the City to apply for Proposition 68 Urban Flood Protection Grant for the Boulder Creek Flood Protection and Natural Treatment System Project (Boulder Creek Project). The Council also authorized the City Manager, or designee, to execute all documents necessary to apply for the grant, and execute any agreements necessary to implement the project should the grant be awarded. On September 7, 2021, the City was notified that the California Natural Resources Agency had selected the City to receive a grant in the amount of $2,295,100.

The Boulder Creek Project would utilize existing infrastructure to reduce flooding at Boulder Creek School, improve water quality and environmental habitat, and provide recreational and educational opportunities to a severely disadvantaged community. An inlet spillway along MEETING DATE: May 17, 2022
ITEM NO. 4.11(d)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(d)--Accept Urban Flood Protection Grant Funds and Adopt Budget Resolution Appropriating Funds
Ryan Bailey, Assistant
Director of Public Works
Packet Pg. 309 Attachment: Previous Staff Report 5-17-2022 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Report to Redding City Council May 8, 2022
Re: 4.11(d)--Accept Grant Funds and Adopt Resolution Page 2 Boulder Creek bank will divert stormflows from the 1,800-acre drainage area, consisting of 80 percent urban land uses, into two sedimentation basins (abandoned wastewater treatment ponds).

The sedimentation basins will provide capture and detention of wet weather flows, as well as provide an opportunity for settling of sediment and particulate-bound pollutants and trash capture before diversion into a third bio-retention pond and release back into Boulder Creek.

Boulder Creek School, located less than a mile downstream of the project area, experiences at least one flood event each year. The school field, track, playground, and eastern parking lot become inundated with floodwater, limiting outdoor activity areas for the children and causing thousands of dollars in damage. The project is anticipated to reduce the frequency and intensity of flood events, as initial modeling shows that the one-year peak flow rate can be reduced to one quarter of the current rate.

A series of trails and signs will be constructed around the three basins and they will be connected to the City's Northeast Crossing Trail project, which is a grant funded project being implemented by the Community Services Department. The project also includes native tree planting, invasive species removal, and floodplain restoration. An existing building from the wastewater treatment plant and a concrete-lined pond, both located within the 100-year flood plain, will be demolished, and the flood plain area will be restored. Construction is anticipated to occur by 2024.

Council Priority/City Manager Goals
• Public Safety – “Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding.” • Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
^Resolution
Previous Staff Report 040720
Packet Pg. 310 Attachment: Previous Staff Report 5-17-2022 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to Request for Proposals (RFP) No. 5310, to provide environmental and engineering services for the Boulder Creek Flood Protection and Natural Treatment Project (Project):
(1) Award the Consultant and Professional Services Contract (Contract) to Geosyntec Consultants, Inc. (Geosyntec), in an amount not to exceed $497,013; (2) Authorize the Mayor to execute the Contract with Geosyntec Consultants, Inc.; (3) Authorize the City Manager to approve Contract amendments not to exceed $50,000; and (4) Adopt Resolution adopting and approving the 71st Amendment to City Budget Resolution No. 2021-078 appropriating $152,020 of Storm Drain Impact Fees.

Fiscal Impact
The required professional services to prepare the project for construction is estimated to cost approximately $497,013. Of this amount, $345,000 will be funded by California Natural Resource Agency’s Urban Flood Protection Grant (adopted in the 41st Amendment to City Budget Resolution No. 2021-078). The original grant application submitted in June 2020 estimated this portion of the project to be $345,000. However, rising inflation costs and additional required scope items has increased costs overall. Consequently, the remaining $152,013 will be funded by Storm Drain Impact Fees with approval of the attached resolution.

Alternative Action
The City Council (Council) may choose not to award the contract for this project. This alternative would require the City of Redding (City) to decline $2,295,100 in Proposition 68 grant funds to the California Natural Resources Agency, and the Boulder Creek Project would not be completed.

MEETING DATE: November 15, 2022
ITEM NO. 4.11(g)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(g)--Award Request for Proposal Schedule No. 5310 and Authorize Execution of Consulting and Professional Services Contract for Engineering and Environmental Services for the Boulder Creek Flood Protection and Natural Treatment Project and Adopt Budget Resolution Appropriating Storm Drain Impact Fee funds.

Chuck Aukland, Public
Works Director
Packet Pg. 311 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Report to Redding City Council November 9, 2022
Re: 4.11(g)--Award RFP Schedule No. 5310 and Authorize Execution of Consulting and Professional Page 2
Background/Analysis
On April 7, 2020, the Council adopted Resolution No. 2020-40 authorizing the Public Works Department to apply for Proposition 68 Urban Flood Protection funds for the Boulder Creek Project. Staff was successful in securing grant funding in the amount of $2,295,100. On May 17, 2022, the Council approved the grant funding and adopted Budget Resolution No. 2021-07 to appropriate the funds.

The Boulder Creek Project would utilize existing abandoned wastewater treatment ponds to reduce flooding at Boulder Creek Elementary School, improve water quality and environmental habitat, and provide recreational and educational opportunities in a disadvantaged community.

An inlet spillway will be constructed along the bank of Boulder Creek to divert stormflows from the 1,800-acre drainage area, consisting of 80 percent urban land uses, into two sedimentation basins. The sedimentation basins will capture and detain wet weather flows and provide an opportunity for settling of sediment and particulate-bound pollutants, as well as provide trash capture. The flow will then be diverted into a third bio-retention pond and released back into Boulder Creek. A series of pedestrian trails and signs will be constructed around the three basins.

The trails will be connected to the City’s Northeast Crossing Trail project. The Boulder Creek Project was identified as the City’s highest priority storm water treatment project in the City of Redding Storm Water Resource Plan.

Consultant Selection Process
A RFP was issued, and one proposal was received and opened on August 3, 2022. Three Public Works Department staff members formed a review and selection panel. The panel’s evaluation was based on the RFP selection criteria and the consultants’ abilities and qualifications to perform all phases of the engineering and environmental services required. The panel members evaluated and scored the proposal based on the consultant’s understanding of the project scope, project’s team experience with similar types of projects and City projects, qualifications of the project team, ability to stay on budget and meet project schedule, familiarity with local setting and context, and geographic location of the project team. The selection panel determined that Geosyntec is a qualified firm that is able to provide the required services for this project.

Following the evaluation, Geosyntec’s fee proposal was opened, evaluated, and subsequently negotiated based on the services required. Geosyntec’s proposed fee of $497,013 is reasonable for the scope of services and staff believes that Geosyntec is a highly qualified team that will succeed in providing the required services.

This agreement has been approved to form by the City Attorney.

Environmental Review
This action is not a project as defined under the California Environmental Quality Act (CEQA), and no further action is required. The consultant will provide design and technical study information necessary to ensure environmental clearance as the project progresses.

Packet Pg. 312 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Report to Redding City Council November 9, 2022
Re: 4.11(g)--Award RFP Schedule No. 5310 and Authorize Execution of Consulting and Professional Page 3
Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
^Resolution
^Location Map
Consulting & Professional Services Contract
4-7-20 Previous Staff Report
5-17-22 Previous Staff Report
Packet Pg. 313 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) RESOLUTION NO. 2022-___

A RESOLUTION OF THE CITY OF REDDING APPROVING AND ADOPTING THE 71ST AMENDMENT TO CITY BUDGET RESOLUTION NO. 2021-078 TO APPROPRIATE $152,020 FOR BOULDER CREEK FLOOD PROTECTION AND NATURAL TREATMENT PROJECT FOR FISCAL YEAR 2022-23

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF REDDING THAT Budget Resolution No. 2021-078 be and is hereby amended as follows:

FUND DIVISION DESCRIPTION INCREASE DECREASE
147 809 Storm Drain $152,020
THAT account titles and numbers requiring adjustments by this Resolution are as follows:

USE SOURCE

OF FUNDS OF FUNDS
Decrease (Increase) Beginning Balance
147-801-01-0001-01 Beginning Balance $ 152,020
Increase Expenditures
147-809-4895-10 Boulder Creek Flood $ 152,020
Total $ 152,020 $ 152,020
THAT the purpose is to appropriate $152,020 for Boulder Creek Flood Protection and Natural Treatment Project for fiscal year 2022-23.

I HEREBY CERTIFY that the foregoing resolution was introduced at a regular meeting of the City Council of the City of Redding on the 15th day of November, 2022, and was duly adopted at said meeting by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

KRISTEN SCHREDER, Mayor
ATTEST: FORM APPROVAL:

PAMELA MIZE, City Clerk BARRY E. DeWALT, City Attorney
Packet Pg. 314 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

ALAMINE DR

REDDINGTON DR DAVIS RIDGE RD

BODENHAMER BLVD

MILL VALLEY PKWY

BETHEL LN

FAIR HILL DR

ROSEWOOD DR

BELVEDERE DR

ROLLINGVIEW DR

TEAKWOOD DR

CAMPERS CT

GRANTS PASS PL

ROGUE RIVER WAY

DURANGO WAY

STINSON LOOP

GREENBRIAR CT

ARBUCKLE CT
I 5 NB OFFRAMP

MILL VALLEY PKWY

REDDINGTON DR
INTERSTATE 5
STE HWY 299

COLLEGEVIEWDR
MICACT

BOULDERCRE
E
K
D
R
A
H

NLANDCT
MTG. DATE:

ITEM:

ATTACHMENT:

INFORMATION TECHNOLOGY DEPARTMENT

GIS DIVISION LOCATION MAP
DATE PRODUCED: - 0 200 400Feet

FORMER SEWER PONDS

NATURAL TREATMENT SYSTEM
901 COLLEGE VIEW DRIVE & 500 DAVIS RIDGE ROAD
AP# 116-180-006 & 117-070-028
MARCH 23, 2020
P:\Environmental Management\ProProjects\FormerSewerPondsProject.aprx Packet Pg. 315 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) ____________________________________________________________________________________________ Consulting and Professional Services Agreement Page 1
Rev. 6/15

CITY OF REDDING

CONSULTING AND PROFESSIONAL SERVICES CONTRACT

THIS CONTRACT is made at Redding, California, by and between the City of Redding (“City”), a municipal corporation, and Geosyntec Consulting, Inc. (“Consultant”) for the purpose of coordinated project management for the Boulder Creek Flood Protection and Natural Treatment Project.

WHEREAS, City does not have sufficient personnel to perform the services required herein thereby necessitating this Contract for personal services.

NOW, THEREFORE, the Parties covenant and agree, for good consideration hereby acknowledged, as follows:

SECTION 2. COMPENSATION AND REIMBURSEMENT OF COSTS
A. City shall pay Consultant for services rendered pursuant to this Contract, at the times and in the manner set forth in Exhibit B, attached and incorporated herein, in a total amount not to exceed Four Hundred Ninety-Seven Thousand Thirteen Dollars ($497,013). This sum includes all out-of-pocket travel, lodging and incidental expenses incurred by Consultant that are reasonably associated with the provision of services under this Contract. The payments specified herein shall be the only payments to be made to Consultant for services rendered pursuant to this Contract.

C. All correct, complete and undisputed invoices sent by Consultant to City shall be paid within thirty (30) calendar days of receipt.

D. Pursuant to Section 1781 of the Labor Code, Consultant is advised that the work contemplated in this contract (Exhibit A Task 4 and Task 5) is subject to the payment of prevailing wages and all other requirements of the Prevailing Wage Law. The prevailing wage of each job classification may be found by inquiry with the California Department of Industrial Relations. Consultant shall comply with all laws related to the performance of public work including, but not limited to, the employment of apprentices pursuant to Section 1777.5 of the Labor Code, work Packet Pg. 316 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 317
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 318
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 319
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 320
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 321
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 322
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 323
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 324
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 325
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 326
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 327
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 328
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 329
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 330
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 331
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 332
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 333
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 334
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 335
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 336
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 337
Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
MEETING DATE:

ITEM NO.

April 7, 2020

4. ll(g)
FROM: Chuck Aukland, Public
Works Director
***APPROVED BY***
[email protected] [email protected]
3/30/202
SUBJECT: 4.1 l(g)--Adopt Resolution Approving City of Redding as Applicant for Urban Flood Protection Grant for Boulder Creek
Recommendation
Authorize the following action relative to the funding, design, permitting, and construction of the Boulder Creek Flood Protection and Natural Treatment Project:
(1) Adopt Resolution approving the City of Redding (City) as an applicant for the Urban Flood Protection Grant Program (Proposition 68), administered by the California Natural Resources Agency; and
(2) Authorize the City Manager, or designee, to execute all documents necessary to apply for the grant, and execute any agreements necessary to implement the project should the grant be awarded.

Fiscal Impact
The grant application will request up to $2 million to create a flood management and stormwater treatment system at the abandoned Buckeye Wastewater Treatment Plant. Although no local matching funds are required by the grant agency, funding contributions are highly encouraged and will increase the application's competiveness. Staff anticipates contributing in-kind services performed by the City's Storm Water Management Program (SWMP). The SWMP positions are funded through the National Pollutant Discharge Elimination System (NPDES) Fixed Fee Charge and the General Fund would not be impacted. There would be no short-term fiscal impact as a result of approving and authorizing as recommended.

Long-term maintenance costs for this project are minimal. The trails, landscape, and signs would be maintained by Park Maintenance Division staff, supplemented with volunteers when possible.

Packet Pg. 338 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Report to Redding City Council April 1, 2020
Re: 4.11(g)--Resolution Approving City as Applicant/or Urban Flood Protection Grant/or Boulder Creek Page 2
Alternative Action
The City Council could choose to direct staff not to apply for funds under this grant program, or provide staff with alternative direction.

Backgrou11d/Analysis
The Urban Flood Management Program, funded by voter approved Proposition 68, focuses on multi-benefit projects that address flooding in urbanized areas. Projects must include storm water capture and reuse, planning and implementation of low-impact development, restoration of urban streams and watersheds, and increasing permeable surfaces to reduce flooding. The California Natural Resources Agency administers the grant and has allocated $87.5 million for these projects.

The Public Works Department (Department) seeks to submit an application to this program for the design, permitting, engineering, and construction of a flood management and storm water treatment system located on City-owned open space. In recent years, this project has been the subject of planning efforts, and extensive community review. The Department's Storm Water Resource Plan identified the Boulder Creek Flood Protection and Natural Treatment Project (Project) as the highest priority multi-benefit treatment project for the City. The project was developed in collaboration with a Technical Advisory Group (including State regulators) and a Stakeholder Group comprised of other government agencies, non-governmental organizations, environmental groups, community members, and other interested parties.

The proposed project would utilize existing infrastructure to reduce flooding at Boulder Creek School, improve water quality and environmental habitat, and provide recreational and educational opportunities to a severely disadvantaged community. An inlet spillway along Boulder Creek bank will divert stormflows from the 1,800-acre drainage area, consisting of 80 percent urban land uses, into two sedimentation basins (abandoned wastewater treatment ponds).

Boulder Creek School, located less than a mile downstream of the project area, experiences at least one flood event each year. The school field, track, playground, and eastern parking lot become inundated with floodwater, limiting outdoor activity areas for the children and causing thousands of dollars in damage. The project is anticipated to reduce the frequency and intensity of flood events, as initial modeling shows that the one-year peak flow rate can be reduced to one quarter of the current rate.

A series of trails and signs will be constructed around the three basins and they will be connected to the City's Northeast Crossing Trail project, which is a grant funded project being implemented by the Community Services Department. The Project also includes native tree planting, invasive species removal, and floodplain restoration. An existing building from the wastewater treatment plant and a concrete-lined pond, both located within the 100-year flood plain, will be demolished, and the flood plain area will be restored. Construction is anticipated to occur by 2024.

Packet Pg. 339 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Report to Redding City Council April 1, 2020
Re: 4.11 (g)--Resolution Approving City as Applicant for Urban Flood Protection Grant for Boulder Creek Page 3
The grant application will request up to $2 million for the design and construction of the proposed project and must be submitted by April 8, 2020. The effort to complete the application process includes documenting the flooding issues, sourcing support letters, documenting community outreach activities, and quantifying the flood management and water quality benefits.

Taking the recommended action will allow the City to compete for funds for this multi-benefit project.

The resolution has been approved as to form by the City Attorney.

Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
Resolution
Project Concept Sheet
Location Map
Packet Pg. 340 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 341 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) RESOLUTION NO. 2020

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING

AUTHORIZING THE FILING OF A GRANT APPLICATION FOR

URBAN FLOOD PROTECTION GRANT FUNDS AND AUTHORIZING

THE CITY MANAGER, OR DESIGNEE, TO EXECUTE THE

APPLICATION AND ALL SUBSEQUENT DOCUMENTATION TO
OBTAIN PROPOSITION 68 FUNDING
WHEREAS, the Legislature and Governor of the State of California have provided funds for the program shown above; and
WHEREAS, The California Natural Resources Agency has been delegated the responsibility for the administration of this grant program, establishing necessary procedures; and WHEREAS, said procedures established by the California Natural Resources Agency require a resolution certifying the approval of application(s) by the Applicant's governing board before submission of said application(s) to the State; and
WHEREAS, the Applicant, if selected, will enter into an agreement with the State of California to carry out the project;
NOW, THEREFORE, IT IS RESOLVED by the City Council of the City of Redding as follows:

1. Approves the filing of an application for the Boulder Creek Flood Protection and Natural Treatment Project;

2. Certifies that Applicant understands the assurances and certification in the application;

3. Certifies that Applicant or title holder will have sufficient funds to operate and maintain the project consistent with the land tenure requirements or will secure the resources to do so;

4. Certifies that it will comply with all provisions of Section 1771.5 ofthe California Labor Code;

5. If applicable, certifies that the project will comply with any laws and regulations including, but not limited to, the California Environmental Quality Act (CEQA), legal requirements for building codes, health and safety codes, and disabled access laws and that prior to commencement of construction all applicable permits will have been obtained;

6. Certifies that Applicant will work towards the State Planning Priorities intended to promote equity, strengthen the economy, protect the environment, and promote public health and safety as included in Government Code Section 65041.1; Packet Pg. 342 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

I HEREBY CERTIFY that the foregoing resolution was introduced and adopted at a special meeting of the City Council of the City of Redding on the i 11 day of April, 2020, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ADAM McELVAIN, Mayor
ATTEST: APPROVED AS TO FORM:

PAMELA MIZE, Secretary BARRY E. DeWALT, City Attorney Packet Pg. 343 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Project Overview
. Parcel Ownership City of Redding
APN 116180006000,
Project Drainage Area
Transportation Commercial Education
y 13% 7.7% 1.6%
iin n Spnce 117070028000 21 0
·ainage Area Soil Type Hydrologic Soil Group C
Watershed Churn Creek iotprint Sacramento River
Singleundary Family Mul'.i-Fa~ily Receiving Water Boulder Creek Residential · Res1dent1al
31% 11% Groundwater Basin Enterprise
te: Proposed roiect is conceotual and subject to chanqe based on future feasibilitv ·assessment. fundinq availability, and/or other information.

Project Description
This project plans to revitalize existing infrastructure to allow treatment, groundwater recharge, and flood management th1 natural treatment systems, possibly including: infiltration b wetlands, bioretention basins, etc. The abandoned sewer pc adjacent to Boulder Creek, which is a salmonid strear
significant runoff from areas considered high priority for tra control. Water will be diverted from Boulder Creek just after the 1-5 freeway and flow through the treatment system befc into Boulder Creek. The upper basin will be expanded
pretreatment area while the lower basin will retain its c Vegetation, walking paths, and interpretive signage will be inc Potential Site Constraints:

The basin area should be inspected prior to finalizing the ~ confirm no protected species are present. Also necessary ecc flows within Boulder Creek along the project location should assist with the design of the project. Numerous permits/age1 may be need to implement the project (RWQCB, CDFW, Arm
Flood Control, Caltrans, etc). A site survey should be cond1 local elevations, infiltration rate, and groundwater elevations.

Example Natural Treatment System in Construct
Former Sewer Ponds
Natural Treatment System
Project Concept
Santa Barbara
City of Redding
Stormwater Resource Plan
Geosyntec 1>
consultants
April 2018
Packet Pg. 344 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean Project Design Information
>ody BMP Footprint BMPType Natural Treatment System
Drain CJ Parcel Boundary
Total Project Footprint
Depth
13 acres (includes 3.3 acres pretreatment)
3-9 ft (includes 1 ft freeboard)
1iversion ---+ Direction of Flow Storage Volume 41 ac-ft Assumed Infiltration Rate 0.32 in/hr
Stormwater Source Boulder Creek
roiect is conceptual and subject to chanqe based on future feasibilitv assessment. fundinq availabilitv. and/or other information.

Project Benefits
All benefits are expressed as an average annual estimate based on historical Overall Multi-Benefit Score Water Quality:

Highest possible score is a 5 Pollutant load reductions f1

Reduced
TSS
(lbs)
N03
(lbs)
Dissolved Cu
if (lbs)
.J Fr.c~J Coliform
(MPN)
Flootl 0% 25%
Environmental Enhancements: Restored vegetation will I
include native species increasing habitat for animals of · interest. ,
Flood Management: 920 acre-feet (38%) of the annual
runoff volume and 89% of the volume generated from an 85th percentile 24-hr storm will be captured and slowly released back into Boulder Creek, likely reducing the frequency and intensity of flood events downstream.

Community Enhancements: This project is located along
the proposed Boulder Creek Trail. Signage to educate the public about the project's multiple benefits, and native vegetation and landscaping will improve the aesthetics of the parcel while providing recreational opportunities.

Water Supply: 260 acre-feet will be recharged annually, which i:
supply for 640 households.

Volume Capture Analysis
85th Percentile,
24-hrStorm
Precipitation (in) 0.91
Runoff Volume (ac-ft) 59
Percent of Runoff Volume Captured (%) 89
Total Volume Captured (ac-ft) 53
Former Sewer Ponds
Natural Treatment System
Project Concept
City of Redding
Stormwater-Resource Plan
Geosyntec t>
consuItan ts
Santa Barbara I April 2018
Packet Pg. 345 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean N GIS DIVISION LOCATION MAP MTG. DATE:

W+E INFORMATION TECHNOLOGY DEPARTMENT
DATE PRODUCED: FORMER SEWER PONDS ITEM:

MARCH 23, 2020

NATURAL TREATMENT SYSTEM
s 0 200 400 Feet 901 COLLEGE VIEW DRIVE & 500 DAVIS RIDGE ROAD ATIACHMENT: --I P:\Environme ntat Management\ProProjects\FormerSewerPondsProject .aprx AP# 116-180-006 & 117-070-028 Packet Pg. 346 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Packet Pg. 347 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

CITY OF REDDING

The Boulder Creek Project would utilize existing infrastructure to reduce flooding at Boulder Creek School, improve water quality and environmental habitat, and provide recreational and educational opportunities to a severely disadvantaged community. An inlet spillway along MEETING DATE: May 17, 2022
ITEM NO. 4.11(d)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(d)--Accept Urban Flood Protection Grant Funds and Adopt Budget Resolution Appropriating Funds
Ryan Bailey, Assistant
Director of Public Works
Packet Pg. 348 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants) Report to Redding City Council May 8, 2022
Re: 4.11(d)--Accept Grant Funds and Adopt Resolution Page 2 Boulder Creek bank will divert stormflows from the 1,800-acre drainage area, consisting of 80 percent urban land uses, into two sedimentation basins (abandoned wastewater treatment ponds).

Boulder Creek School, located less than a mile downstream of the project area, experiences at least one flood event each year. The school field, track, playground, and eastern parking lot become inundated with floodwater, limiting outdoor activity areas for the children and causing thousands of dollars in damage. The project is anticipated to reduce the frequency and intensity of flood events, as initial modeling shows that the one-year peak flow rate can be reduced to one quarter of the current rate.

Council Priority/City Manager Goals
• Public Safety – “Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding.” • Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.”
Attachments
^Resolution
Previous Staff Report 040720
Packet Pg. 349 Attachment: Previous Staff Report 11-15-22 (4.11(f)--Approve City of Redding as Applicant for Clean California and Wildlife Cons. Board Grants)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions:
(1) Authorize the purchase of an Atlas Copco blower in the amount of $159,400 for the City of Redding Stillwater Wastewater Treatment Plant; and approve additional funding in an amount not-to-exceed $30,000 for shipping and handling, taxes, and start-up and commissioning services;
(2) Authorize the annual purchase of one additional blower per fiscal year for the subsequent four years until all original blowers are replaced with new Atlas Copco blowers, not to exceed $200,000 per fiscal year without additional approval; and (3) Authorize the City Manager to execute the contracts and any subsequent documentation to finalize the purchases.

Fiscal Impact
The Wastewater Utility Division (Wastewater Utility) has sufficient funds available in the approved Fiscal Year 2022-23 budget for this purchase. The Wastewater Utility intends to budget $200,000 per fiscal year for the next four years to replace the remaining blowers.

Alternative Action
The City Council (Council) may choose not to approve the purchase nor the additional funding and provide alternative direction to staff.

MEETING DATE: April 18, 2023
ITEM NO. 4.11(g)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for Stillwater Wastewater Treatment Plant
Chuck Aukland, Public
Works Director
Packet Pg. 350
Report to Redding City Council April 12, 2023
Re: 4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP Page 2 Background/Analysis
As part of the original construction of the Stillwater Wastewater Treatment Plant (SWWTP) in 1990, five (5) Hoffman air blowers (blowers) were installed. The blowers are some of the most critical pieces of equipment for wastewater treatment and must be operational in order to ensure the biological process of the plant continue to break down waste. Each of the five blowers have been rebuilt in subsequent years and are no longer being manufactured nor are spare parts readily available. Staff recommends replacing the failing blowers at SWWTP with the same blowers approved for purchase for the Clear Creek Wastewater Treatment Plant (CCWWTP). This will allow for ease of service for maintenance staff and reduced costs of spare parts on the shelf by standardizing this equipment.

On July 21, 2020, the Council approved an Evaluation and Purchase agreement with Atlas Copco to provide the City with a new blower on a “Trial and Buy” basis. This blower has proven to be much more reliable and has a wider range of airflow that better suits the needs of the CCWWTP.

The City completed the purchase of this blower in 2021.

February 15, 2022, the Council approved the systematic replacement of failing blowers at the CCWWTP with new Atlas Copco blowers, as time and budget allows. On February 7, 2023, the Council approved the purchase of a third Atlas Copco blower for CCWWTP to replace one more of the existing failing blowers. Staff recommends the same approach to systematically replace one blower per year at the SWWTP until all existing blowers are replaced.

Per Redding Municipal Code Section 4.20.080 competitive bidding may be dispensed with under a few conditions including when the Council determines that certain standards have been previously adopted, as is the case with the Atlas Copco blowers which were previously approved by the Council for CCWWTP.

Environmental Review
This action is not a project as defined by the California Environmental Quality Act, and no further action is required.

Council Priority/City Manager Goals
This agenda item is a routine operational item.

Attachments
Atlas Copco ZB6 160 - F Quote 3946309 R01
Previous Staff Report 2-07-2023
Previous Staff Report 2-15-2022
Previous Staff Report 7-21-2020
Packet Pg. 351
Quote
Quote number: 3946309
Date: 02/02/2023
1/15
Atlas Copco Compressors LLC
Atlas Copco Compressors LLC
300 Technology Center Way
Ste. 550
Rock Hill, SC 29730
Phone: +1 866-472-1013
www.atlascopco.us
www.atlascopco.com/air-usa

STILLWATER WWTP

CITY OF REDDING
Mr. George Coughran
Quote no 3946309
3/30/2023
Rev. 01
Packet Pg. 352 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 02/02/2023
2/15
Contact: Mr. George Coughran
Company: CITY OF REDDING STILLWATER
Address: 6475 AIRPORT RD
ANDERSON CA 96007-9478
United States
Phone: +1 530-378-6702
Email: [email protected]
Dear Mr. George Coughran
Thank you for your recent enquiry. Further to our discussions, please find enclosed our quotation as per your requirements.

We trust the enclosed information is of interest and look forward to hearing back with your comments. If you require any further information on this or any of our products or services, please do not hesitate to contact me.

Best Regards,
Gatlin Gold
Municipal Sales Manager - Blowers
Mobile: +1 832-297-7916
[email protected]

CLEAR CREEK WWTP

CITY OF REDDING
Mr. John Rossie
Quote no 2915353
01/19/2022
Packet Pg. 353 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309 R01
Date: 03/30/2023
3/15
Price Summary
Description Qty 1
ZB 6 VSD+ 160 F Air ANSI 460V
• Atlas Copco Turbo Blower
• Model: ZB 6 VSD+
• Impeller Type: Impeller F
• Motor power: 160 kW
• Supply voltage: 440-460 V (3 ph)
• Frequency: 60 Hz
• Electrical approval: cULus
• Flanged connection: ANSI flanges
• Cooling: Air cooled
• Product company: APF
Included Options
• Test certificate: Yes
• Anchor pads: Yes
• Wooden package: Yes
• Protonode Kit (Ethernet/IP)
Included Accessories Installed by Customer
• 16” Factory Check Valve
Grand Total (excl VAT) USD $159,400
Payment & delivery conditions
Quote valid to: 04/30/2023
Commissioning: Included
Installation: Not included
Freight Included
Warranty: See Standard Conditions of Sale
Payment terms: Progressive Payments
Delivery time: 18-20 Weeks
Incoterms & location: FOB - Free on board
Delivery Terms Equipment will be delivered in our standard packaging unless otherwise stated (off-loading and positioning to be done by others). Optional items may impact delivery. Delivery time can be confirmed upon acceptance of your order/final instructions to proceed.

Packet Pg. 354 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 02/02/2023 4/15
Technical data: ZB 6 VSD+ 160 F
Reference conditions
Absolute inlet pressure 14.5 psi(a)
Relative humidity 0 %
Air inlet temperature 68 °F
Discharge pressure 10.9 psi(g)
Motor shaft speed 23900 rpm
Unit data*
3 Mean sound pressure level*
2 70 dB(A)
Cooling air inlet flow 4983cfm
Electrical cubicle cooling flow 500cfm
Total air outlet cooling flow 5484cfm
Length 99.02 in
Width 47.24 in
Height 78.19 in
Net weight 4458 lb
Material
Motor casing aluminum
Volute aluminum
Impeller aluminum
Limitations
Maximum ambient temperature 113 °F
Minimum ambient temperature 14 °F
Maximum ducted inlet temperature 113 °F
Minimum ducted inlet temperature
-22 °F
Maximum cooling air inlet temperature 113 °F
Minimum cooling air inlet temperature 14 °F
Maximum altitude (above sea level) 3280.84 ft
Maximum effective working pressure 13.1psi(g)
Installation connections
Compressed air outlet 16" - 150 lbs
BOV outlet 17.5x21.6 inch
Packet Pg. 355 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309 R01
Date: 03/30/2023
5/15
Main drive motor
Motor manufacturer Atlas Copco
Motor nominal power 215 hp
Motor service factor 1.15
Motor protection class IP 51
Bearing type active magnetic bearing
Motor synchronous speed 23900 rpm
Insulation class H
Motor winding protection PT100 (4x)
Electrical data
Supply voltage 440 - 460V
Supply frequency 60Hz
Package current*4 265.9A
Main feeder circuit protection
(Customer’s installation) *5
Main fuse type gR or HS Class J
Maximum main fuse size 3x400 A
Main control panel short-circuit current rating 65
Approvals
Electrical approval cULus
Notes
*1 Free air delivery (FAD) corresponds to ‘volume flow rate of air’ according to ISO 18740:2016.

Guaranteed with a tolerance of +/- 4%. FAD (Free Air Delivery) is measured at the above stated reference conditions.
*1 Specific energy requirement corresponds to ‘Specific power consumption’ according to ISO 18740:2016. Guaranteed with a tolerance of +/-5%.
*2 A-weighted emission sound pressure level at the work station (LpWSAd).

Measured according to ISO 2151: 2008 using ISO 9614-2 (sound intensity scanning method).

The added correction factor (+/- 3 dB(A)) is the total uncertainty value (KpAd) conform with the test code.

For air cooled machines, sound pressure levels are stated with ducting of outlet cooling air according the installation proposal
*3 Unit data is valid at reference conditions
Packet Pg. 356 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 02/02/2023
6/15
*4 Package current is the current a compressor uses
- at reference ambient conditions
- at 100 % load
- at design point
- at nominal voltage
- right before service interval (including fouled filters, etc). *5 The pre-described fuses OR circuit breaker are maximum main fuses or circuit breaker to protect the installed compressor electrical panel.

Cable and fuse or circuit breaker selection will depend on customer’s installation.

Fuses or circuit breaker of the same type/class are mandatory. Not installing these fuses or circuit breaker will void warranty in case of an electrical failure.

Installing smaller fuses might lead to smaller supply cables. If Main circuit breaker shown as NA (not applicable), only fuses are allowed.

The information in this document is subject to change without prior notice.

Publication date: 2-2-2023
Packet Pg. 357 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309 R01
Date: 03/30/2023
7/15
Product Description
ZB 5-6 VSD+

ATLAS COPCO OIL-FREE CENTRIFUGAL BLOWER
The Atlas Copco ZB 5-6 VSD+ is the latest generation of magnetic bearings centrifugal blowers It includes advanced features ensuring efficiency to its maximum as well as enhanced reliability. Its plug-and-play design provides simple installation and easy access for service activities.

The Atlas Copco magnetic bearing technology provides
operational peace of mind and full control over the rotating component. No matter the conditions, the machine controls and adjusts the shaft’s position at any given time,
guaranteeing an optimal operation. Coupled to a highly
efficiency permanent magnet motor, this machine is the ideal combination of efficiency and reliability.

Having an efficient technology is only the first step towards the machine’s total efficiency. The Atlas Copco ZB 5-6 VSD+ is also delivered with a state of the art packaging, minimizing the losses from the air entry point to the discharge flange.

The extra touch to the Atlas Copco ZB 5-6 VSD+ is given to the cooling circuits. Proper cooling is built into the blower’s design. Streams of fresh air are running within and around internal components to ensure the lowest possible operating temperature. Thanks to the internal close water loop circuit, the motor and variable frequency drive are maintained at a constant temperature, no matter the environmental or the operating conditions. This design provides an extended
reliability as well as an increased lifetime of the machine.

The Atlas Copco ZB 5-6 VSD+ features even more unique
benefits. From the modulating blow-off valve extending the machine’s turndown, to the magnetic bearing controller
continuous power feed without the need of a UPS, these are making the ZB 5-6 VSD+ the perfect product for any low
pressure application.

Packet Pg. 358 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 02/02/2023
8/15
Reliability
Atlas Copco magnetic bearing technology
The Atlas Copco magnetic bearing technology is a strong active technology. At any moment, the full control of the shaft is ensured thanks to the magnetic force adjusting the shaft's position, no matter the conditions.

This technology:
• Ensures a full control over the rotating assembly and a complete adjustment of the shaft’s position in order to face any operating conditions
• Has unlimited starts and stops and no contact between stator and rotor at any given moment
• Does not require the use of process air to operate or to cool down components
• Combines air and water cooling to ensure extended
components’ lifetime within a compact and powerful
design
• Does not require the use of a UPS (power battery
bank) to provide power to the magnetic bearing
controller
Built-in cooling paths
The Atlas Copco ZB 5-6 VSD+ turbo blower has an advanced cooling design. Several dedicated paths are present to provide the optimum cooling requirement:
• The magnetic bearing cooling path is using fresh air
from outside of the blower which is cleaned and ducted
directly onto the bearings
• The internal cooling path also uses fresh cleaned air from outside of the machine to circulate around the
mechanical components such as the permanent
magnet motor
• The Electrical cubicle cooling path is taking fresh air from the bottom of the cubicle to the top, cooling down every cubicle component
• The water cooling path runs through the permanent
magnet motor and high frequency drive, maintaining
these key components at their optimum operating
temperature
Regulating blow-off valve
With its new regulating algorithm, the Atlas Copco ZB 5-6 VSD+ features a regulating blow-off valve. This component brings huge benefits to the machine:
• It allows a quick response to dynamically adjust its
position during the blower’s operation
• It provides an extended turndown in the area where
traditional turbo blowers would surge or shutdown
• It bridges flow gaps between blowers running in
parallel, allowing the process to be accurately
provided with the exact amount of flow needed
Packet Pg. 359 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309 R01
Date: 03/30/2023
9/15
Efficiency
Atlas Copco centrifugal blower
Atlas Copco has a long history with centrifugal equipment. For more than a decade, the ZB high-speed turbo blower range proved its superior efficiency. With this new generation, the ZB 5-6 VSD+ continues the success story, putting efficiency in the front line of this product’s benefits. The product includes:
• Magnetic bearing technology for high efficiency
operation without the consumption of process air
• High-efficient permanent magnet motor for reduced
losses along the speed range and an optimum
operation in the complete blower’s operating map
• State-of-the-art impeller designed to operate at
dedicated pressure levels
• Premium labyrinth seal reducing leakages and
energy losses over the compression stage
Separated process air path
Too often, process air is mixed with cooling air within centrifugal turbo blowers, increasing the power consumption of the machine. The Atlas Copco ZB 5-6 VSD+ is changing this habit and is built with a dedicated air path going to the process, ensuring minimal pressure drops as well as minimal temperature increase. This feature:
• Guarantees energy savings by separating cooling
air paths to the process air path and increased flow
delivered from the machine
• Ensures the lowest discharge air temperature to the
process
• Allows simple ducting for air intake from a remote
location
Plug-and-play package
When designing blowers, Atlas Copco makes a priority to build simple, easy to install and serviceable machines. The Atlas Copco ZB 5-6 VSD+ is a perfect example of this mindset. The machine:
• Includes all necessary components straight from
the factory
• Requires a single electrical connection to feed all
the machine’s electrical components
• Has a reduced footprint and installation space
required around the machine
• Is easily transportable with forklift slots embedded
within the base frame
Packet Pg. 360 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 02/02/2023
10/15
Working principle
Traditionally, process air is used to cool down components in centrifugal turbo blowers. This, however, has a serious impact on the performance. There is no better way to cool down a component than having a dedicated stream of fresh air. The Atlas Copco ZB blower separates the cooling paths from the process path as it is presented below.

The process air path
Air is taken from the atmosphere (A), passes through a set of baffles (B) reducing its noise, it is filtered by high-efficiency filters (C) before entering the element via a direct connection. The impeller, which is spinning at high speed (D) provides energy to the air which then will turn into pressure. Air is then delivered to a discharge cone and passes by a high-efficiency check valve (F) before entering the process. The modulating blow-off valve (G) and noise cancelling silencer (H) are present to derivate air from the main line for either protection or regulation purposes.

Packet Pg. 361 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309 R01
Date: 03/30/2023
11/15
The magnetic bearing cooling air system
Air is taken from the atmosphere (A), passes through a set of baffles reducing its noise (B), is filtered through a high-efficiency filter (C) before blown into the bearings via two air fans (I). After cooling down the magnetic bearings, the warm air is being rejected to the centralized location at the top of the machine, which can be ducted or piped outside of the blower room if needed.

The closed-loop water system
Atlas Copco ZB turbo blowers use an internal water and glycol circuit to cool down the permanent magnet motor and high frequency drive assuring to use them at their best efficiency regardless of the operating or ambient conditions. The closed loop is set-up as followed: a pump (J) circulates the mix through the line, starting with the water cooled high frequency drive (K) and then followed by the water cooled permanent magnet motor (E). Depending on the required cooling capacity, a thermostatic valve (L) adjusts the flow going to the heat exchanger (M) or back to the pump (J).

The heat exchanger includes in the air-cooled machine variants a variable speed air fan to regulate the required cooling power in the most precise way. If there is no need to cool down the liquid after the motor, none of it is passing by the heatsink, totally removing the power consumption of the cooling fan. Heated air from the heat exchanger is then driven towards the centralized cooling air grid before being rejected into the atmosphere (ducted, piped or none of these).

Packet Pg. 362 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 02/02/2023
12/15
Scope of supply
• Structural base frame with integrated forklift slots
• Sound enclosure for indoor installation
• High efficient air inlet filter with electronic sensor • Integrated baffling system for reduced noise level
• Direct connection between air intake and blower’s compression stage • Atlas Copco’s permanent magnet synchronous motor
• Built-in regulation blow-off valve and silencer
• Turbo blower centrifugal single stage impeller
• Integrated close-loop water circuit
• High frequency Variable Speed Drive (VSD / VFD)
• Elektronikon® “Mk5 - control and monitoring system
• RFI filters reducing harmonic disturbances in the electrical network • AC chokes against high voltage peaks
• Constant power supply to magnetic bearing controller without the use of a battery bank (UPS)
• LC filters protecting the permanent magnet motor from harmonics • IEC or cULus electrical approval
• TT-TN or IT earthing system
• Remote monitoring and (3G) connectivity
• All alarm and safety devices connected to the blower controller • Plug-and-play package with singe electrical connection Additional features and options
• Low pressure drops check valve
• Compensator for machine’s connection to the piping
• Anchor pads
• Performance test certificate
• Witness performance test
Packet Pg. 363 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 02/02/2023
13/15
Standard Conditions of Sale
GENERAL – Unless otherwise expressly agreed in writing by a duly authorized representative of Atlas Copco these terms and conditions supersede all other communications and agreements and notwithstanding any conflicting or different terms and conditions in any order or acceptance of Purchaser, all sales and shipments shall exclusively be governed by these terms and conditions. When used herein “affiliates” shall mean Atlas Copco AB and its wholly-owned subsidiaries. Section headings are for purposes of convenience only. “Products” as used herein shall include products, parts and accessories furnished Purchaser by Atlas Copco. Orders shall be subject to acceptance at Atlas Copco Compressors LLC’s principal corporate offices in Rock Hill, South Carolina.

DELIVERY – Unless otherwise agreed in writing, Products manufactured, assembled or warehoused in the continental United States are delivered F.O.B. shipping point, and Products shipped from outside the continental United States are delivered F.O.B. point of entry.

Where the scheduled delivery of Products is delayed by Purchaser or by reason of any of the contingencies referred to in Section 5.

Atlas Copco may deliver such Products by moving it to storage for the account of and at the risk of Purchaser. Shipping dates are approximate and are based upon prompt receipt of all necessary information and approvals from Purchaser. Atlas Copco reserves the right to make delivery installments.

SECURITY AND RISK OF LOSS - Upon request from Atlas Copco, Purchaser agrees to execute a security agreement covering the Products sold or other assets and to perform all acts which may be necessary to perfect and assure a security position of Atlas Copco.

Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, the risk of loss or damage shall pass to Purchaser and delivery shall be deemed to be complete upon delivery to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment for Products assembled, manufactured or warehoused in the continental United States or at the point of entry for Products shipped from outside the continental United States.

PAYMENT – If Purchaser fails to pay any invoice when due, Atlas Copco may defer deliveries under this or any other contract with Purchaser, except upon receipt of satisfactory security for or cash in payment of any such invoice.

A service charge of the lesser of 1% per month or the highest rate permitted by applicable law shall be charged on all overdue accounts. Failure on the part of Purchaser to pay invoices when due shall, at the option of Atlas Copco, constitute a default in addition to all other remedies Atlas Copco may have under these conditions of sale or applicable law. If, in the judgment of Atlas Copco, the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified. Atlas Copco may require payment in advance or cancel any outstanding order, whereupon Atlas Copco shall be entitled to receive reasonable cancellation charges. If delivery is delayed by Purchaser, payment shall become due on the date Atlas Copco is prepared to make delivery. Should manufacture be delayed by Purchaser, pro rata payments shall become due if and to the extent required at Atlas Copco by its contracts with the manufacturer. All installment deliveries shall be separately invoiced and paid for without regard to subsequent deliveries.

Delays in delivery or non-conformities in any installment shall not relieve Purchaser of its obligations to accept any pay for remaining installments.

FORCE MAJEURE – Atlas Copco shall not be liable for loss, damage, detention, or delay, nor be deemed to be in default from causes beyond its reasonable control including but not limited to acts of God, fire, storm, strike or other concerted action of workmen, act or omission of any governmental authority or of Purchaser, compliance with import or export regulations, insurrection or riot, embargo, quarantine, epidemic, pandemic, delays or shortages in transportation, or inability to obtain necessary engineering talent, labor, materials, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to make up for such delay.

NEW PRODUCT WARRANTY – Atlas Copco warrants to the Purchaser that all stationary compressors, portable compressors, compressed air dyers, Atlas Copco-designed compressor parts and other Products manufactured by Atlas Copco and affiliates shall be free of defects in design, material and workmanship for a period of fifteen (15) months from date of shipment to Purchaser, or twelve (12) months from date of initial start-up, whichever occurs first, except as set forth below or in the New Products Warranty attached hereto.

Should any failure to conform with this warranty appear prior to or after shipment of the Product to Purchaser during the specified periods under normal and proper use and provided the Product has been properly stored, installed, handled and maintained by the Purchaser, Atlas Copco shall, if given prompt notice by Purchaser, repair or replace, the non-conforming Product or authorize repair or replacement by the Purchaser at Atlas Copco’s expense.

Replaced Products become the property of Atlas Copco.

Atlas Copco warrants Products or parts thereof repaired or replaced pursuant to the above warranty under normal and proper use, storage, handling, installation, and maintenance, against defects in design, workmanship and material for a period of thirty (30) days from date of start-up of such repaired or replaced Products or parts thereof or the expiration of the original Product warranty, whichever is longer.

When the nature of the defect is such that it is appropriate in the judgment of Atlas Copco to do so, repairs will be made at the site of the Product. Repair or replacement under applicable warranty shall be made at no charge for replacement parts, F.O.B. Atlas Copco Warehouse, warranty labor, serviceman transportation and living costs, when work is performed during normal working hours (8 a.m. to 4:30 p.m. Monday through Friday, exclusive of holidays). Labor performed at other times will be billed at the overtime rate then prevailing for services of Atlas Copco personnel.

The Atlas Copco warranty does not extend to Products not manufactured by Atlas Copco or affiliates. As to such Products, Purchaser shall be entitled to proceed only upon the terms of that particular manufacturer’s warranty. The Atlas Copco warranty does not apply to defects in material provided by Purchaser or to design stipulated by Purchaser.

Used Products, Products not manufactured by Atlas Copco or affiliates and Products excluded from the above warranties are sold AS IS with no representation or warranty, and ALL WARRANTTIES OF QUALITY, WRITTEN, ORAL, OR IMPLIED, other than may be expressly agreed to by Atlas Copco in writing, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTIABILITY OR FITNESS, ARE HEREBY DISCLAIMED.

Any services performed by Atlas Copco in connection with the sale, installation, servicing or repair of a Product are warranted to be performed in a workmanlike manner. If any nonconformity with this warranty appears within 45 days after the services are performed, the exclusive obligation of Atlas Copco shall be to re-perform the services the services in a conforming manner.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY, WRITTEN, ORAL

OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS ARE HEREBY DISCLAIMED. Correction of nonconformities as provided above shall be Purchaser’s exclusive remedy and shall constitute fulfillment of all liabilities of Atlas Copco (including any liability for direct, indirect, special, incidental or consequential damage) whether in warranty, strict liability, contract, tort, negligence, or otherwise with respect to the quality of or any defect in Products or associated services delivered or performed hereunder.

Packet Pg. 364 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309
Date: 01/19/2022
14/15
LIMITATION OF LIABILITY – IN NO EVENT SHALL ATLAS COPCO BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, however arising, whether in warranty, strict liability, contract, tort, negligence or otherwise, including but not limited to loss of profits or revenue, loss of total or partial use of the Products or facilities or services, downtime cost, or claims of the Purchaser for such or other damages whether on account of Products furnished hereunder or delays in delivery thereof or services performed upon or with respect to such Products. Atlas Copco’s liability on any claim whether in warranty, strict liability, contract, tort, negligence or otherwise for any loss or damage arising out of, connected with, or resulting from this contract or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, servicing, operation or use of any Product covered by or furnished under this contract shall in no case (except as provided in the section entitled “Patent Indemnity”) exceed the purchase price allocable to the Product or Part thereof which gives rise to the claim.

All causes of action against Atlas Copco arising out of or relating to this contract or the performance hereof shall expire unless brought within on year of time of accrual thereof.

PRICES – Prices to the Purchaser shall be the Atlas Copco list price in effect at time of order. Atlas Copco may, upon thirty (30) days prior written notice to Purchaser, change prices, or other terms of sale affecting the Products, by issuing new price schedules, bulletins or other notices.

This contract applies to new Products only. Purchases of used equipment shall be on terms to be agreed upon at time of sale to Purchaser.

This price does not include any Federal, state or local property, license, privilege, sales, service use, excise, value added, gross receipts, or other like taxes which may now or hereafter by applicable to, measured by or imposed upon or with respect to this transaction, the property, its purchase, sale, replacement, value, or use, or any services performed in connection therewith. Purchaser agrees to pay or reimburse Atlas Copco, its subcontractors or suppliers any such taxes, which Atlas Copco, its subcontractors or suppliers are required to pay or collect or which are required to be withheld by Purchaser.

The price shall also be subject to adjustment in accordance with the published Price Adjustment Clauses, which price adjustment information shall supersede the terms of this Section 8, where inconsistent herewith.

INFORMATION FURNISHED PURCHASER – Any design, manufacturing drawings or other information or materials submitted to the Purchaser and not intended for dissemination by Purchaser remain the exclusive property of Atlas Copco and may not, without its consent, be copied or communicated to a third party.

PATENT INDEMNITY – For purposes only of this Section 10, where used, the designation “Atlas Copco” shall be deemed to mean Atlas Copco North America Inc. and its subsidiaries.

Atlas Copco shall at its own expense defend any suits or proceedings brought against purchaser insofar as based on an allegation that Products furnished hereunder constitute an infringement of any claim of any patent of the United States of America, other than a claim covering a process performed by said Products or a product produced by said Product, provided that such Products are manufactured by Atlas Copco, are not supplied according to Purchaser’s detailed design, are used as sold by Atlas Copco. Purchaser shall have made all payments then due hereunder, and Atlas Copco is notified promptly in writing and given authority, information and assistance for the defense of said suite or proceeding; and Atlas Copco shall pay all damages and costs awarded in any suit or proceeding so defended, provided that his indemnity shall not extend to any infringement based upon the combination of said Products or any portion thereof with other Products or things not furnished hereunder unless Atlas Copco is a contributory infringer. Atlas Copco shall not be responsible for any settlement of such suit or proceeding made without its written consent. If in any suit or proceeding defended hereunder any Product is held to constitute infringement, and its use is enjoined, Atlas Copco shall, at its option and its own expense, either replace said Products with non-infringing Products; or modify them so that they become non-infringing; or remove them and refund the purchase price and the transportation costs thereof. THE FOREGOING STATES THE ENTIRE LIABILITY OF ATLAS COPCO AND AFFILIATES WITH RESPECT TO PATENT INFRINGEMENT.

To the extent that said Products or any portion thereof are supplied according to Purchaser’s detailed design or instructions, or modified by Purchaser, or combined by Purchaser with equipment or things not furnished hereunder, except to the extent that Atlas Copco is a contributory infringer, or are used by Purchaser to perform a process, or produce a product, and by reason of said design, instructions, modification, combination, performance or production, a suit or proceeding is brought against Atlas Copco, Purchaser agrees to indemnify Atlas Copco in the manner and to the extent Atlas Copco indemnities Purchaser in this Section 10 insofar as the terms hereof are appropriate.

ASSIGNMENT – Any assignment of this contract or any rights hereunder, without prior written consent of Atlas Copco by a duly authorized representative thereof shall be void.

TERMINATION – Any order or contract may be cancelled by Purchaser only upon payment of reasonable charges (including an allowance for profit) based upon costs and expenses incurred, and commitments made by Atlas Copco.

PARTIAL INVALIDITY – If any provision herein or portion thereof shall for any reason be held invalid or unenforceable, such invalidity or enforceability shall not affect any other provision or portion thereof, but these conditions shall be construed as if such invalid or unenforceable provision or portion thereof had never been contained therein.

REMEDIES – The remedies expressly provided for in these conditions shall be in addition to any other remedies, which Atlas Copco may have under the Uniform Commercial Code or other applicable law.

NOTE: Sale of the equipment or services described or referred to herein at the price indicated is expressly conditioned upon the terms and conditions set forth on the front and back of this page. Any confirmatory action by the Purchaser hereunder, or any acceptance of such equipment of services, shall constitute assent to said terms and conditions. Any additional or different terms or conditions set forth in the Purchaser’s order or other communications are objected to by Seller and shall not be effective or binding unless assented to in writing by an authorized representative of Seller.

Packet Pg. 365 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Quote
Quote number: 3946309 R01
Date: 03/30/2023
15/15

PAYMENT TERMS
Unless expressly agreed to in writing on a specific contract or order, our standard payment terms are:

For orders under $75,000 the payment terms shall be Net 30 days from date of shipment.

For orders over $75,000 or with lead times greater than six months the following terms shall apply:

1. Domestic Shipments
NET 30 for all progress payments
A. 20% of the contract value upon approval of submittal package B. 60% of the contract value upon satisfactory completion of factory tests or shipment from factory C. 15% of the contract value upon delivery to site
D. 5% of contract value upon commissioning and final acceptance, not to exceed 180 days from delivery For late payments, the customer agrees to pay the greater value of $250 per business calendar day for payment not received or A. 1.5% of the invoice value if not paid in full within 10 business days of the agreed upon NET 45 terms B. 2.5% of the invoice value if not paid in full within 20 business days of the agreed upon NET 45 terms C. 3% of the invoice value per calendar month if not paid in full In those cases where progress payments are required, all work on the order will cease if payment is not received in accordance with the
payment schedule.

2. Export Shipments
All export shipments are subject to purchaser arranging for an irrevocable letter of credit in favor of Atlas Copco Compressors LLC, from a recognized American bank.

Should the order fall in a category that requires progress payments, the letter of credit shall be arranged to release payment in accordance with the agreed payment schedule.

3. Payment Retention
Payment retention will not be allowed. An irrevocable bank letter of credit will be furnished at Atlas Copco’s expense in lieu of retention.

4. Credit Approval
All terms are subject to credit approval by Atlas Copco Compressors LLC.

CANCELLATION SCHEDULE
Definitions:

Standard Stocked Equipment - equipment as shown in the current catalog and available for shipment from the US Distribution Center.

Standard Non-Stocked Equipment - equipment as shown in the current catalog but not currently stocked at the US Distribution Center.

Engineered Equipment - equipment requiring customized features not shown in the current catalog.

Orders for Standard Stocked Equipment
* 20% of equipment price
Orders for Standard Non-Stocked Equipment
A) Prior to release for manufacturing:
* 20% of equipment price
B) After production has started:
* 40% of equipment price
C) After production has been completed:
* 60% of equipment price
Orders for Engineered Equipment
A) Prior to release for manufacturing:
* 20% of the purchase price
B) After production has started
* 40% of the base compressor price
* 40% of optional equipment of purchased materials will be charged C) After production has completed
* 60% of the base compressor price
* 100% of optional equipment
Accepted by:________________________________________________ Date:_________________ Name:_____________________________________ Title:_____________________ Company:___________________________________
Packet Pg. 366 Attachment: Atlas Copco ZB6 160 - F Quote 3946309 R01 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the purchase of Atlas Copco blower in the amount of $189,526.98 for the City of Redding Clear Creek Wastewater Treatment Plant; and approve additional funding in an amount not to exceed $30,000 for taxes and contingency.

Fiscal Impact
The Wastewater Utility Division has sufficient funds available in the approved Fiscal Year 2022-23 budget for this purchase.

Alternative Action
The City Council (Council) could choose not to approve the purchase or the additional funds and, instead, provide alternative direction to staff. This would result in the need to identify a different brand, make, or model blower which would be time consuming and could result in no match being found increasing the potential for regulatory action.

Background/Analysis
On July 21, 2020, the Council approved the purchase of a new Atlas Copco Blower for the Clear Creek Wastewater Treatment Plant (CCWWTP) to replace chronically failing HSI blowers. The blower was purchased with the intent to evaluate the product and, if reliable, move forward with this unit make and model to replace the remaining blowers.

The Atlas Copco blower was installed and has performed well. As a result, staff recommended, and the Council approved at its meeting on February 15, 2022, both the purchase of a second Atlas Copco blower for the CCWWTP and the systematic replacement of remaining blowers with similar units at the CCWWTP as time and budget allow. The second blower has been received and is currently being installed. Staff recommends purchasing the third blower this budget year.

MEETING DATE: February 7, 2023
ITEM NO. 4.11(a)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(a)--Authorize Purchase of Blower for Clear Creek Wastewater Treatment Plant
Chuck Aukland, Public
Works Director
Packet Pg. 367 Attachment: Previous Staff Report 2-07-2023 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Report to Redding City Council January 30, 2023
Re: 4.11(a)--Purchase of Blower for Clear Creek Wastewater Treatment Plant Page 2 Per Redding Municipal Code 4.20.080 – Bidding – When dispensed with.

A. Purchase of supplies, services, or equipment shall be by bid procedures pursuant to Sections 4.20.120 and 4.20.130, except that bidding may be dispensed with only in the following circumstances:

4. When a sole-source procurement is based on standards previously adopted by the City Council;
Blowers are an integral part of the biological wastewater treatment process. Without a constant supply of air, the biological organisms cannot survive and the treatment process would cease to function. New and reliable blowers will provide the air which is needed to allow the CCWWTP to operate properly and continue to meet all regulatory requirements.

Environmental Review
This action is not a project as defined by the California Environmental Quality Act, and no further action is required.

Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
Clear Creek 3rd ZB Proposal R00
7-21-20 Staff Report
2-15-22 Staff Report
Packet Pg. 368 Attachment: Previous Staff Report 2-07-2023 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize purchase of Atlas Copco blower in the amount of $190,948.53 for the City of Redding Clear Creek Wastewater Treatment Plant; and approve additional funding in an amount not to exceed $30,000 for shipping and handling, taxes, and start-up and commissioning services.

Fiscal Impact
The Wastewater Utility Division has sufficient funds available in the approved Fiscal Year 2021- 22 budget for this purchase.

Alternative Action
The City Council (Council) could choose not to approve the purchase and additional funds and provide alternative direction to staff.

MEETING DATE: February 15, 2022
ITEM NO. 4.11(f)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(f)--Authorize Purchase of Blower for Clear Creek Wastewater Plant Chuck Aukland, Public
Works Director
Packet Pg. 369 Attachment: Previous Staff Report 2-15-2022 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Report to Redding City Council February 9, 2022
Re: 4.11(f)--Authorize Purchase of Blower for Clear Creek Wastewater Plant Page 2 On July 21, 2020, the Council approved an Evaluation and Purchase agreement with Atlas Copco to provide the City with a new blower on a “Trial and Buy” basis. This blower has proven to be much more reliable and has a wider range of airflow that better suits the needs of the CCWWTP.

The City completed the purchase of this blower in 2021. Subsequently, the other HSI blowers are failing, and currently, there are only two of the five blowers operating as designed, including the newest installed blower. Atlas Copco has provided a quote to purchase another blower to replace one of the inoperable blowers. As time and budget allows, the inoperable HSI blowers will be systematically replaced with new Atlas Copco blowers in future budget cycles. The air blowers are some of the most critical pieces of equipment for CCWWTP and must be operational in order to operate the biological process of the plant.

Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
Quote No. 2915353 (available online)
7-21-20 Staff Report (available online)
Packet Pg. 370 Attachment: Previous Staff Report 2-15-2022 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Approve the Evaluation and Purchase Agreement with Atlas Copco Compressors LLC, in the amount of $130,000 for an air blower at the Clear Creek Wastewater Treatment Plant, and approve additional funding in the amount not to exceed $20,000 for shipping and handling, taxes, installation, and start up and commissioning services.

Fiscal Impact
The Wastewater Utility Division has sufficient funds available in the approved Fiscal Year 2020- 21 budget for this purchase.

Alternative Action
The City Council has the option to not approve the agreement and the allocation of additional funds and provide alternative direction to staff.

Background/Analysis
As part of the Clear Creek Wastewater Treatment Plant (CCWWTP) expansion project in 2012, five (5) new Houston Service Industries (HSI) air blowers (blowers) were installed as components of the updated wastewater treatment process. These blowers have been problematic in their inability to reliably operate and function as designed from the time of installation. Years of repairs, services, and replacements at the cost of the manufacturer have yet to remedy all issues, particularly on one of the five blowers. The original five year warranty period for the blower units formally ended in 2017. Atlas Copco Compressors LLC (Atlas Copco) has subsequently purchased HSI and has been working with the City of Redding (City) to correct the problems. Even though the warranty period has expired on the blowers, Atlas Copco has continued to provide service to the City in a good faith effort to try and remedy the problems.

MEETING DATE: July 21, 2020
ITEM NO. 4.11(b)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(b)--Evaluation and Purchase Agreement with Atlas Copco Compressors LLC, for an Air Blower at the Clear Creek Wastewater Treatment Plant Chuck Aukland, Public
Works Director
Packet Pg. 371 Attachment: Previous Staff Report 7-21-2020 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP) Report to Redding City Council July 13, 2020
Re: 4.11(b)--Evaluation & Purchase Agreement Atlas Copco Compressors LLC, for Air Blower at CCWWTP Page 2
The proposed Evaluation and Purchase Agreement (Agreement) is a remedy from Atlas Copco to provide the City with a new blower that is believed to better suit the needs of the CCWWTP. The blower will be replacing a non-operational blower so there is no interruption in service or process. The agreement will allow the City to install and operate this new blower on a trial basis for up to 90 days. If the blower meets the operational needs, the City can purchase the blower at cost from Atlas Copco. If the blower does not meet operational needs, the City can return the blower and pursue other options.

The agreement has been approved as to form by the City Attorney.

Council Priority/City Manager Goals
This agenda item is a routine operational item.

Attachments
Evaluation and Purchase Agreement (available online)
Packet Pg. 372 Attachment: Previous Staff Report 7-21-2020 (4.11(g)--Authorize Sole Source Purchase of Atlas Copco Blowers for SWWTP)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to the Agreement to Provide Reimbursement for the Oversizing of Wastewater Lift Station for the Rancho Industrial Park (Agreement) with Sherry Shufelberger, as trustee for the Alan and Sherry Shufelberger Revocable Trust, for the design and construction of the oversized sewer lift station and sewer collection system for the Rancho Industrial Park project:
(1) Approve the agreement in the amount not to exceed $368,515; (2) Authorize the City Manager to approve additional increases based on the construction bid amounts or change orders required during the course of construction up to a total of $60,000; and
(3) Find that the action is exempt from review under the California Environmental Quality Act Guidelines, per Section 15061(b)(3) – Common Sense Exemption.

Fiscal Impact
The design and construction of the oversized sewer lift station and associated sewer mains is estimated to total $1,202,005, of which $368,515 is in excess of the original project proposed by the developer. The Wastewater Utility has sufficient funds appropriated in the approved Fiscal Year 2022-23 budget for this project including any City Manager amounts specified in the recommendation.

Alternative Action
The City Council (Council) may choose not to approve the reimbursement agreement with Sherry Shufelberger, for the design and construction of the sewer lift station and associated sewer mains. The Rancho Industrial Park development project would be required to construct the smaller lift station and sewer main system to serve the development only. This would prohibit the surrounding vacant properties to develop in the future without substantial costs and installation of multiple private sewer facilities.

MEETING DATE: April 18, 2023
ITEM NO. 4.11(h)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer Lift Station
Chuck Aukland, Public
Works Director
Packet Pg. 373
Report to Redding City Council April 12, 2023
Re: 4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station Page 2
Background/Analysis
As part of the Rancho Industrial Park, the developer, Alan and Sherry Shufelberger Revocable Trust, was required to install a sewer lift station and sewer collection system to serve the 19.5- acre development. This system would be private, operated, and maintained by a sewer maintenance district. By oversizing the lift station as proposed, the surrounding 112.5 acres would also be able to be served by the lift station, therefore, providing orderly development with public sewer available. In addition, this oversized public lift station would benefit the City of Redding Water Utility by providing the required sewer service to the upcoming Well 12 rehabilitation/wellhead treatment system project.

The proposed agreement was developed in accordance with Redding Municipal Code Section

14.16.370, which generally provides that the City Council may authorize contribution to the construction of oversized systems as outlined below:

It is the general policy of the city to construct those public sewers which are, in the opinion of the city council, trunk sewers in all areas within the city, and all areas hereafter annexed into the city which are not yet served by trunk sewers, as rapidly as funds are budgeted for such purposes by the city council. In appropriate circumstances as determined by the city, where private developers construct a trunk sewer at city's requirement either larger or deeper than is needed for the private developer's own development, the city may contribute to the cost of such oversizing or increased depth.

The proposed lift station is part of a larger trunk sewer system that will eventually serve a larger area within the City.

The agreement has been approved as to form by the City Attorney.

Environmental Review
Staff has determined that the action is exempt from review under the California Environmental Quality Act (CEQA) Guidelines, per Section 15061(b)(3) – Common Sense Exemption. CEQA applies only to projects which have the potential for causing a significant effect on the environment. Approval of the reimbursement agreement will allow the future lift station project to move to the design phase so technical environmental studies can be completed.

Council Priority/City Manager Goals
• Government of the 21st Century – “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
• Economic Development – “Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community.

Packet Pg. 374
Report to Redding City Council April 12, 2023
Re: 4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station Page 3
Attachments
Agreement
^Notice of Exemption
Packet Pg. 375
Packet Pg. 376
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 377
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 378
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 379
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 380
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 381
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 382
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 383
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 384
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 385
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 386
Attachment: Agreement (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station) Packet Pg. 387
Attachment: ^Notice of Exemption (4.11(h)--Approve Reimbursement Agreement for the Rancho Industrial Park Sewer LIft Station)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to the License Agreement with Pacific Gas and Electric Company at 9787 Abernathy Lane (Assessor’s Parcel Number 109-040-049) to be used as a temporary construction staging area for a term beginning April 24, 2023, and terminating on July 31, 2023, with an option to extend on a month-to-month basis for up to three months:
(1) Approve and authorize the Public Works Director or designee to execute the License Agreement; and
(2) Find that this action is categorically exempt from environmental review under the California Environmental Quality Act Guidelines, per Section 15301 – Existing Facilities.

Fiscal Impact
Pursuant to the terms of the License Agreement, Pacific Gas and Electric Company (PG&E) will pay monthly rent in the amount of $500 to the City of Redding (City). Lease proceeds are Solid Waste Utility revenue and should generally be utilized for Solid Waste projects as appropriated by the City Council.

Alternative Action
The City Council (Council) may choose not to approve the License Agreement and require PG&E to seek an alternate location for a construction staging area, or provide alternate direction to staff.

MEETING DATE: April 18, 2023
ITEM NO. 4.11(i)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(i)--Approve License Agreement with Pacific Gas and Electric Company for a temporary construction staging area at 9787 Abernathy Lane Chuck Aukland, Public
Works Director
Packet Pg. 388
Report to Redding City Council April 12, 2023
Re: 4.11(i)--License Agreement - Pacific Gas and Electric Company Page 2 Background/Analysis
PG&E would like the exclusive right to approximately 90,000 square feet at 9787 Abernathy Lane (Licensed Area) for a temporary construction staging area to facilitate its Kilarc-Deschutes 60kv Idle Removal Project for a period of three months, commencing on April 24, 2023, and ending on July 31, 2023. During this time, PG&E will have the right to place gravel and use the area for material/equipment laydown and staging purposes. This will include the right to park vehicles, locate construction trailers, store materials and equipment, and to erect and maintain temporary fencing and gates. The subject area is currently vacant and will not be needed for City use during this time period.

Upon signing the agreement, PG&E will pay the City $1,500 for the three-month period. Under the terms of the License Agreement, PG&E will have the right to extend the terms on a monthto-month basis at $500 a month for up to three months by giving the City written notice of its intentions.

The agreement has been approved as to form by the City Attorney.

Environmental Review
Staff has reviewed the action and determined that the activity is categorically exempt from environmental review under the California Environmental Quality Act Guidelines, per Section 15301 - Existing Facilities. The City will lease the property to PG&E for limited use and no permanent structures are proposed. The activity will be temporary and will result in negligible expansion of use. The property has no underlying value for sensitive environmental resources, and the project has no potential to have a significant effect on the environment.

Council Priority/City Manager Goals
This agenda item is a routine operational item.

Attachments
^License Agreement
^Exhibit A
^Notice of Exemption
Packet Pg. 389

LICENSE AGREEMENT
THIS LICENSE AGREEMENT, the "License", is made as of the __ day of April 2023 by and between the City of Redding, a Municipal Corporation, (hereinafter referred to as "Licensor") and Pacific Gas and Electric Company, hereinafter referred to as "Licensee". Licensor and Licensee are hereinafter sometimes referred to collectively as "Parties".

RECITALS
A. Licensor is the legal owner of real property commonly referred to as APN 109-040-049, 9787 Abernathy Lane, located in the County of Shasta, State of California referred to as Parcel A, as shown on Parcel Map No. 348-73 for Carroll H. Funk filed on May 14, 1973 in Book 3 of Parcel Maps, Page 41, Shasta County records (herein referred to as “the City Property”).

B. Licensor and Licensee desire to enter into an agreement whereby Licensor will license a portion of the City Property, more particularly shown on Exhibit A attached hereto and made a part hereof, to the Licensee for operation of a staging/construction storage area.

NOW, THEREFORE, for valuable consideration given, the Parties hereby agree as follows:

1. GRANT. Pursuant to the terms and conditions set forth herein, the Licensor does hereby license to the Licensee, and the Licensee hereby agrees to license from the Licensor, the property delineated on the maps attached as Exhibit A. The licensed land shall hereinafter be referred to as the "Licensed Property".

2. TERM. The term of this License shall begin on the 24th day of April 2023 and terminate on the 31st day of July 2023 (herein referred to as “Term”). The Licensee shall have the right, subject to the terms herein, to extend the Term on a month-to-month basis for up to 3 months by giving the Licensor written notice of its intentions prior to the expiration of the Term. This agreement shall be irrevocable during the Term, except in the case of material breach of the terms and conditions of this agreement.

3. USE. Licensee shall have the exclusive right to use the Licensed Property and the right of ingress to and egress from the Licensed Property. Licensee shall have the right to erect and maintain temporary fencing and gates with a locking device to enclose the Licensed Property. The activities allowed under this License are as follows: to gravel and use for laydown and staging purpose. This shall include the right to park vehicles, located construction trailers, and store materials and equipment on the Licensed Property.

4. RENT. Licensee shall pay monthly rent of Five Hundred Dollars ($500.00) per month for a total amount of One Thousand Five Hundred Dollars ($1,500.00), payable in advance and due by the first day of each month. If the term of this License begins on a day other than the first day of the month, the first month’s rent shall be pro-rated based on Packet Pg. 390 Attachment: ^License Agreement (4.11(i)--License Agreement - Pacific Gas and Electric Company) 2 a 30-day month. If the term of this License ends on a day other than the first day of the month, the last month’s rent shall be pro-rated based on a 30-day month.

5. ENVIRONMENTAL AND INDEMNITY. Licensee will comply with any and all environmental statutes, rules, regulations and orders either federal, state, or local including but not limited to such statutes as the Federal Clean Air Act, Resource Conservation Recovery Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980, and the Hazardous Materials Transportation Act, as such may be amended from time to time.
(a) General Indemnity by Licensee: Licensee shall indemnify and defend the Licensor, its officers, officials, employees, agents and volunteers, against and hold them harmless from any and all claims, losses, damages, civil penalties, and liability for damages, including attorneys’ fees and other costs of defense incurred by Licensor, whether for damage to or loss of property or injury to or death of persons(s), including properties of Licensor and injury to or death of Licensor officers, officials, employees, agents and volunteers, arising out of or resulting from Licensee’s possession or use of the City Property or activities hereunder or from the actions of Licensee’s officers, employees, agents and invitees, unless such damage, loss, injury or death is caused by the comparative negligence or willful misconduct of Licensor.
(b) Environmental Indemnity: Licensee shall indemnify, defend, and hold Licensor harmless from any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings, orders and decrees, judgments, removal and remedial action expenses incurred in connection therewith, including, without limiting the generality of the foregoing, reasonable attorney fees and expenses both at trial and/or upon appeal, arising directly, or indirectly, in whole or in part, out of: (a) the presence in, on, or under, the Premises of any hazardous material placed there by Licensee, or activities by Licensee which results in any release, spill, discharge, disposal, placement or leaching of any hazardous material on, under, or from, the Premises; or (b) any activity by Licensee on or undertaken on or off the Premises that has caused an impact to the condition of the Premises, directly or indirectly, from Licensee’s use or activities, or the activities of any of Licensee’s agents, employees, invitees, or contractors upon the Premises. Without limiting the foregoing, if the presence of any hazardous material on the Premises caused or permitted by the Licensee or Licensee’s agents, employees, invitees, or contractors, results in a contamination of the Premises, Licensee shall promptly take all actions at Licensee’s sole expense, which are necessary to return the Premises to the condition existing prior to the release of any hazardous material to the Premises.
(c) Survival of Indemnities: The foregoing indemnities shall survive the expiration or earlier termination of this License. This indemnity shall further apply to any residual contamination in, on, or under the Premises, or Packet Pg. 391 Attachment: ^License Agreement (4.11(i)--License Agreement - Pacific Gas and Electric Company) 3 affecting any natural resource or to any contamination to the Premises, or natural resource, arising in connection with the generation, use, handling, storage, transfer, leaching, disposal, or placement of any hazardous material, and irrespective of whether any such activities were or will be undertaken in accordance with any environmental laws (as herein defined).

The term “Hazardous Material” shall mean and include any petroleum or petroleum related product, hazardous substance, pollutant, contaminant, hazardous waste, hazardous material, dangerous waste, toxic waste, asbestos or air pollutant, as any such term or similar term is now or hereinafter defined, used or understood under any statute, ordinance, resolution, rule, regulation, decree or order of any governmental entity which relates in any way to the protection of human health or the environment (hereinafter call “Environmental Law”). The term “Environmental Law” shall include, but not be limited to, the Resource Conservation and Recovery Act (42 USC § 6901 et seq.), the Comprehensive Environmental Response, Compensation and Recovery Act (42 USC §§ 7401-7626), the Water Pollution Control Act (33 USC § 1251 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 USC § 136 et seq.), the Toxic Substances Control Act (15 USC § 2601 et seq.), the Safe Drinking Water Act (42 USC § 300(f) et seq.), and all California laws pertaining to Hazardous Materials, air, water and soil.

6. UTILITIES. Upon notification to Licensor and subsequent approval, Licensee, at its own expense, may connect with any and all utility services available to the Licensor Property and shall be responsible for the payment of said utilities used in its operations during the Term.

7. PLACE OF PAYMENT/NOTICES. All payments of rent or any notices herein provided to be made by Licensee to Licensor are to be made in person or by U. S.

Mail, addressed as follows:

City of Redding
Attn: Chuck Aukland
777 Cypress Avenue
Redding, CA 96001
Notices to the Licensee shall be made by mail addressed to the Licensee at:

Pacific Gas and Electric Company
Attn: Jeff Phipps – Senior ROW Agent
850 Stillwater Road
West Sacramento, CA 95605

8. INSURANCE. Licensee shall procure and maintain for the duration of the Term of this License, insurance for claims for injuries to persons or damages to Licensed Property which may arise from or in connection with the Licensee’s operation and or use of the licensed premises by the Licensee, its members, agents, representatives, employees, contractors, subcontractors, and invitees. The cost of such insurance shall be Packet Pg. 392 Attachment: ^License Agreement (4.11(i)--License Agreement - Pacific Gas and Electric Company) 4 borne by the Licensee.

8.1 Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Commercial General Liability for bodily injury, personal injury and property damages, covering no less than all operations of the Licensee, including, but not limited to, premises-operations, products and completed operations, contractual liability, independent contractors, broad form property damage (including completed operations) and explosion.

B. Automobile Liability combined single limits per accident, applicable to all owned, non-owned, and hired vehicles.

C. Workers’ Compensation insurance as required by the State of California and Employer’s Liability insurance. The workers’ compensation insurance policy shall contain a waiver of subrogation in favor of the City of Redding, its officers, officials, agents, employees, and volunteers.

8.2 Minimum Limits of Insurance. Limits shall be no less than:

A. General Liability: $1,000,000 each occurrence/combined single limits for bodily injury, personal injury, and property damage. If general liability insurance or other form with a general aggregate limit is used, the general aggregate limit shall be twice the required per occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury, including death, and property damage.

C. Workers Compensation/Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

8.3 Deductibles and Self-Insurance Retentions. Any deductibles or selfinsured retentions must be declared to and approved by City of Redding.

8.4 Other Insurance Provisions. As applicable, the general liability and automobile liability policies are to contain or be endorsed to contain the following provisions:

A. Licensee’s insurance coverage shall be primary insurance as respects Licensor, its officers, officials, employees, agents or volunteers but only as respects claims arising from the sole negligence of the Licensee.

B. Coverage shall state that Licensee’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

C. Each insurance policy required by this clause shall state that Packet Pg. 393 Attachment: ^License Agreement (4.11(i)--License Agreement - Pacific Gas and Electric Company) 5 coverage shall not be canceled except after thirty (30) days’ prior written notice has been given to Licensor.

8.5 Verification of Coverage. Licensee shall furnish Licensor with certificates of insurance and original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Licensee shall have the right to self-insure with respect to the insurance requirements required under this License. Licensee’s self-insurance program is in full force and effect and in compliance with and subject to all terms, agreements, covenants, conditions and provisions of this license.

9. SURRENDER. Upon termination of this License the Licensed Property shall be restored by the Licensee to a condition similar to what existed prior to the commencement of this License, reasonable wear and tear, force majeure and damage by casualty excepted.

10. TITLE. Licensor does hereby covenant with Licensee that Licensor is lawfully seized and possessed of the Licensed Property, that Licensor has good and lawful right to enter into this Agreement, and that Licensor will forever warrant and defend the title thereto against the lawful claims of all persons.

11. ATTORNEYS FEES. In any dispute between Licensor and Licensee, whether or not resulting in litigation, the prevailing party shall be entitled to recover from the other party all reasonable costs, including without limitation, reasonable attorney’s fees. “Prevailing party” shall include without limitation, a party who dismisses an action for specific performance or for damages in exchange for sums allegedly duel, performance for covenants allegedly breached or consideration substantially equal to the relief sought in the action, or which receives from the other party, in connection with any dispute, performance substantially equivalent to any of these.

12. CALIFORNIA LAW. This License shall be governed by and construed in accordance with the laws of the State of California. Any claim or lawsuit pertaining to this License shall be filed and litigated only in the Superior Court of Shasta County, State of California.

13. NO PARTY DEEMED DRAFTER. In the event of a dispute between any of the parties hereto over the meaning of this License, no party shall be deemed to have been the drafter hereof, and the principle of law set forth in Civil Code Section 1654 that contracts are construed against the drafter shall not apply.

14. Pursuant to Revenue and Taxation Code § 107.6, Licensee is hereby advised that this license may create a possessory interest subject to taxation.

15. EXECUTION OF AGREEMENT. This Agreement may be executed in two Packet Pg. 394 Attachment: ^License Agreement (4.11(i)--License Agreement - Pacific Gas and Electric Company) 6 or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1, et seq.) or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. With respect to signatures delivered via facsimile or electronically, each Party shall deliver their original ink signatures to the other Party within 30 days following the mutual execution of this Agreement, provided, that failure to deliver such original ink signatures shall not affect the validity of the electronic signatures that were delivered.

IN WITNESS WHEREOF, the Parties have hereunto set their hands the day and year first above written.

LICENSOR: LICENSEE:

CITY OF REDDING PACIFIC GAS AND ELECTRIC

COMPANY
_____________________________ By:

Chuck Aukland, Jeannette Rotz
Public Works Director Supervisor, Land Acquisition
ATTEST:
_____________________________
Sharlene Tipton, City Clerk
APPROVED AS TO FORM:

Barry E. DeWalt,
City Attorney
_____________________________
By:

Packet Pg. 395 Attachment: ^License Agreement (4.11(i)--License Agreement - Pacific Gas and Electric Company) Packet Pg. 396
Attachment: ^Exhibit A (4.11(i)--License Agreement - Pacific Gas and Electric Company) Packet Pg. 397
Attachment: ^Notice of Exemption (4.11(i)--License Agreement - Pacific Gas and Electric Company)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize amending Purchase Order No. 115182 for Bid Schedule No. 5347, for the purchase of Cisco Water System Network Equipment for the City of Redding Water Utility, to Key Code Media for a new total cost not to exceed $250,000.

Fiscal Impact
The Water Utility has sufficient funds available in the approved Fiscal Year 2022-23 budget for this purchase.

Alternative Action
The City Council (Council) may choose not to approve the purchase and provide alternative direction to staff. This alternative will delay implementation of the system improvements and increase the vulnerability to cyber-attacks, as well as potentially lead to system downtime and the potential for public health, safety, and regulatory impacts.

Background/Analysis
On December 6, 2022, the City Council authorized the sole-source purchase of Cisco networking equipment to update the network/communication systems that have been installed over the last 30 years. The current network system allows water treatment facilities, water storage reservoirs, groundwater wells, pump stations, and more to communicate via various types of radio telemetry and wide area network systems.

Seven bid opportunity notices were distributed to potential vendors, in addition to posting the bid on the City of Redding’s (City) website. The lone bid in the amount of $202,023.58 was received from Key Code Media, of Burbank, California.

MEETING DATE: April 18, 2023
ITEM NO. 4.11(j)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(j)--Amend Purchase Order for Bid Schedule No. 5347 for the Purchase of Cisco Water System Network Equipment
Chuck Aukland, Public
Works Director
Packet Pg. 398
Report to Redding City Council April 11, 2023
Re: 4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment Page 2
On February 21, 2023, the Council awarded Bid Schedule No. 5347 to Key Code Media. After the Cisco equipment was subsequently ordered, Key Code Media learned from the manufacturer that the specific products listed in the bid required the purchase of additional items. The additional required products include 37 “blanks” to comply with hazardous location protection standards and “Network Advantage” software licenses. During the bidding process the manufacturer (Cisco) should have notified the bidder (Key Code Media) of these critical requirements and submitted a Request for Information (RFI) before the bid opening. However, this did not occur and the City is unable to complete the networking equipment order without spending $30,149.19 for these additional products. The total purchase order amount will be $232,172.77.

The Cisco equipment to be purchased is the most reliable and supported network equipment available for the system and includes routers, ethernet switches, and firewalls, along with the associated licensing software and support services. The new equipment will address potential cybersecurity risks that were identified in the 2020 Risk and Resilience Assessment (RRA) performed by the Water Utility. Cybersecurity objectives identified in the RRA were designed into the new communication/networking system and will be implemented with this new equipment.

Environmental Review
This action is not a project as defined by the California Environmental Quality Act (CEQA), and no further action is required. On December 6, 2022, the Council determined the project was exempt from review under the CEQA Guidelines, per Section 15301 – Existing Facilities.

Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
^Cisco Equipment Order Explanation Letter
^Bid Tabulation Cisco Water Network Equipment
Purchase Order No. 115182
Previous Staff Report 02-21-23
Previous Staff Report 12-06-22
Packet Pg. 399
March 20, 2023
Dear valued partner:

This letter is for the intent of explaining why your order, 14811211-B8W4S1, for the City of Redding was denied.
- All Cisco quotes and orders require a valid Deal ID which are only granted when an approved BOM has been entered; this process wasn’t followed initially which is why there are issues processing your order.
- The reason the blank, “IR1100-P-BLANK”, is needed when there is no PIM selected is to comply with the Hazardous Location (HazLoc) protection standards. The slot is required to be covered with either the PIM or the blank.
- The reason the Network Advantage software license, “SL-IR1101-NA”, is needed it is part of the embedded IOS XE. This is a mandatory attach for the OS to be up and running.

Please supply the required information as a revised Purchase Order to continue.

Thank you,
Thomas Grimaldi
Solution Sales Specialist
Cisco Business Unit
Ingram Micro Inc.
1759 Wehrle Drive
Williamsville, NY 14221
Packet Pg. 400 Attachment: ^Cisco Equipment Order Explanation Letter (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network

CITY OF REDDING
PURCHASING DIVISION - BID TABULATIONCISCO WATER COMMUNICATION EQUIPMENTBID DATE OF OPENING5347 WEDNESDAY, FEBRUARY 08, 22023LEWIS TIME OF OPENINGAUKLAND 3:00 P.M.

QTY UNIT PRICE EXT PRICE UNIT PRICE EXT PRICE UNIT PRICE UNIT PRICE 49 $2,681.22 $131,379.78 $0.00 $0.00
36 $749.71 $26,989.56 $0.00 $0.00
33 $636.60 $21,007.80 $0.00 $0.00
33 $50.92 $1,680.36 $0.00 $0.00
4 $299.33 $1,197.32 $0.00 $0.00
2 $2,681.22 $5,362.44 $0.00 $0.00
1 $749.71 $749.71 $0.00 $0.00
$188,366.97 $0.00 $0.00
$13,656.61
$202,023.58
IR1101Series DIN-rail Mounting ClipExpansion module for dual active LTE and SFPIR1101 Rugged Series Integrated Services Router, Advantage Software License

GRAND TOTAL
Catalyst IE3300 Rugged Series Managed L2 Ethernet Swtich, 8 RJ-45 Ports, 2-10G SFP Ports 120 days

DESCRIPTION
Catalyst IE3300 Rugged Series Managed L2 Ethernet Swtich, 8 RJ-45 Ports, 2-10G SFP Ports Key Code Media

LEAD TIME
IR1101 Rugged Series Integrated Services Router, Advantage Software LicenseIR1101 Series LTE Expansion Module, Verizon

SALES TAX

SUBTOTAL
A. Edenburn, Purchasing Div.

Packet Pg. 401
Attachment: ^Bid Tabulation Cisco Water Network Equipment (4.11(j)--Amend Purchase Order for Bid

RECVD QTY

COMM- ODITY

DESCRIPTION OF ARTICLES UNIT

PRICE UNIT
TRADE DISC. AMOUNT COST CENTER NO. AMOUNT

ESTIMATE
PURCHASE ORDER NO.

THE ABOVE NUMBER MUST BE SHOWN ON DELIVERY
PAPERS, INVOICES, AND ALL CORRESPONDENCE.
*** Terms & Conditions Attached ***
115182
INVOICES MUST BE FORWARDED TO:

FINANCE DIVISION
P.O. BOX 496071
REDDING, CA 96049-6071
(530)225-4079 FAX (530)225-4324
TERMS: NET 30 PAGE
1 OF 1
DATE
2/22/2023 TO: DELIVER TO:

KEY CODE MEDIA INC
270 S FLOWER STREET
BURBANK CA 91502

CITY OF REDDING
ATTN: LEWIS J

FOOTHILL WATER TREATMENT FCLTY
3100 FOOTHILL
REDDING CA 96001-1361
VENDOR NUMBER 74565 DIVISION 863 WATER TREATMENT
VENDOR EMAIL: [email protected]

QUOTE BID
5347
Do not fill this order if unable to fill exactly as written, including price, without prior approval by purchasing officer.

COR Internal Use Only
I hereby certify that I have received the quantities and qualities as noted in good condition, except as noted hereon.

Authorized Signature Date Goods Received

PURCHASING OFFICER
This order not valid unless signed
by the purchasing officer
No. 115182

1.000 CISCO EQUIPMENT PER THE ATTACHED BID 188,366.970 LS 188,366.97 2990-28 SUBMITTED BY KEY CODE MEDIA.

Sales Tax 13,656.61
Item Total 202,023.58
P/O Subtotal 202,023.58
P/O Total 202,023.58

FURNISH AND DELIVER CISCO WATER SYSTEM

NETWORK EQUIPMENT PER SPECIFICATIONS,

TERMS AND CONDITIONS, AND VENDOR
SUBMISSION OF BID 5347 INCORPORATED
HEREIN BY THIS REFERENCE.
.LEAD TIME 120 CALENDAR DAYS ARO
.CITY OF REDDING CONTACT:

JIM LEWIS, 530-224-6034
[email protected]
.PLEASE EMAIL YOUR INVOICE, REFERENCING
THIS P.O. NUMBER, TO:

[email protected]
Packet Pg. 402 Attachment: Purchase Order No. 115182 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment) Packet Pg. 403
Attachment: Purchase Order No. 115182 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment) Packet Pg. 404
Attachment: Purchase Order No. 115182 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment) Revised 12/10/2020
City of Redding, CA: Purchase Order Terms and Conditions

1. GENERAL: If the goods and/or services ordered herein are as a result of either a formal Request for Quotation, Request for Proposal or Notice Inviting Bids then the Terms and Conditions set forth in this document are considered to be in addition to the requirements and specifications stated in the RFQ, RFP or NIB. To the extent that one set of Terms and Conditions may contradict the other, the requirements of the RFQ, RFP or NIB shall supercede the Terms and Conditions shown below. It is understood that all materials and/or services provided by Supplier/Contractor/Consultant (Supplier) shall conform to the applicable requirements of City Ordinances, and all applicable State and Federal Laws

2. DELIVERY: Supplier shall deliver the items and/or services stated herein free from any and all claims, debts, or demands whatsoever.

Deliveries shall be made as set forth in this order and any additional Specifications incorporated. Delivery is defined as complete delivery in good order, at place designated in the Specifications/Purchase Order.

3. MISCELLANEOUS CHARGES: No charges for transportation, containers, packing, etc. will be allowed unless so specified in this order.

4. FREIGHT CHARGES: All shipments are F.O.B. - Destination, Supplier pays charges, unless specified otherwise in the body of this order. If City has agreed to pay freight it shall be prepaid and added to the invoice. In that case a copy of the paid express or freight bill must be attached to the invoice.

5. INDEMNITY: Supplier hereby agrees to protect, defend, indemnify and hold harmless, City, its officers, elected and appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgements, demands, penalties, fines, defense costs, and consequential damage or liability of any kind or nature, however caused, arising directly or indirectly out of the obligations or operations herein undertaken by Supplier, caused in whole or in part by any act or omission of the Supplier, any subcontractors, any directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence or willful misconduct of the City. Supplier will conduct all defense at its sole cost and expense and the City shall have the right to approve or disapprove Supplier=s legal counsel. City shall be reimbursed for all costs and attorneys= fees incurred by the City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of the indemnification to be provided by Contractor.

6. PATENT RIGHTS: Any equipment or service to be furnished hereunder shall not, either in construction, manufacture, use, sale or other particular, infringe any letters patent, copyright or registered trademark heretofore granted, and the Supplier shall defend and pay the entire cost of defending any claim or suit whenever or wherever made or brought against the City based upon an infringement or alleged infringement of such letters patent, copyright or registered trademark and shall indemnify and save harmless the City from and against any and all liability, damage, loss or injury adjudged or sustained in any such claim or suit.

7. NONDISCRIMINATION CLAUSE: Except as provided in
Section 12940 et seq. of the Government Code, Supplier shall not discriminate against any person because of his/her race, religious creed, color, national origin, ancestry, physical disability, mental disability, marital status, mental condition, or gender, nor refuse to hire or employ a person or to refuse to select the person for a training program leading to employment or to bar or discharge the person from employment, or from a training program leading to employment, or to discriminate against the person in compensation or in terms, conditions or privileges of employment. The Supplier shall insert in all subcontracts for any work covered by this P. O. this nondiscrimination provision.

8. EXCISE TAX: If federal excise tax is applicable to the transaction, it must be clearly stated so and excluded from the price of the article.

The City of Redding, as a government agency, is exempt from the payment of said tax and will issue an exemption certificate.

9. SALES AND USE TAXES: Sales and/or use tax must be shown on the invoice as a separate item.

10. DEFAULT BY SUPPLIER: In case of default by Supplier, the City reserves the right to procure the goods or services from other sources and to hold the Supplier responsible for any excess costs occasioned to the City thereby. Supplier must notify the City immediately upon knowing that non-performance or delay will apply to this order whether as a result of Force Majeure or not. Upon agreement by the City that Force Majeure is applicable, Supplier shall not be held accountable for the delays directly related to the Force Majeure condition. When delay is ascertained Supplier is to submit in writing a Recovery Plan for this order. If the Recovery Plan is not acceptable to the City or not received within 10 calendar days of the necessary notification of delay or Force Majeure default, the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point. City shall not be liable for lost profits, implied or express damages or consequential damages.

11. INSPECTION AND ACCEPTANCE: Inspection and acceptance shall be at destination, unless otherwise provided. Until delivery and acceptance, and after any rejections, risk of loss shall be on the Supplier unless loss results from the negligence of the City of Redding.

Notwithstanding the requirement for any inspection and test contained in specifications applicable to this contract, except where specialized inspection or tests are specified solely for the City, the Supplier shall perform or have performed the inspection and tests required to substantiate that the supplies and services provided under the contract conform to the drawings, specifications, and contract requirements incorporated herein, including if applicable the technical specifications for the manufacturers= part numbers or products specified herein.

12. PAYMENTS: Payment terms are Net 30 unless otherwise agreed to by both parties. All Cash Discounts shall be taken and computed from the date of delivery or completion and acceptance of the material, or from the date of receipt of invoice, whichever is latest. Each payment obligation of the City is conditioned upon the availability of state or local government funds which are apportioned or allocated for the payment of such an obligation. If the funds are not allocated and available for the continuance of the function performed by the Supplier, the product or service directly or indirectly involved in the performance of that function may be terminated by the City at the end of the period for which funds are available. No payment will be made until the order has been delivered and accepted.

13. INVOICES: Invoices shall contain the following information:

Supplier=s Federal Tax I.D. number, purchase order number, invoice number and date, item number, description of supplies/services, quantities and units of measure, unit prices and extended totals. Bill of Lading number and weight of shipment will be shown for shipments on Government Bills of Lading.

14. WARRANTY: The Supplier agrees that the supplies/services furnished under this contract shall be covered by the most favorable commercial warranties the Supplier gives to any customer for such supplies/services, and that the rights and remedies provided herein are in addition to, and do not limit any rights afforded to the City by, any other clause of a contract awarded hereunder.

15. ASSIGNMENT OF CLAIMS: Claims for monies due or to
become due under this contract shall be assigned only pursuant to prior written consent of the City Purchasing Officer or designated representative.

16. CONTRACT TERMINATION: The City may, by giving ten (10) calendar days written notice to the Supplier, terminate this contract prior to the designated completion date for due cause. Due cause for termination shall be, but not limited to, the best interests of the City, failure of the product to meet specifications, and/or for reasons of unsatisfactory service. The City may, upon giving thirty (30) calendar days written notice to Supplier, terminate the contract without cause.

17. GOVERNING LAW: Any action filed regarding the award of the Quote/ Bid/Proposal or Purchase Order must be filed with the Superior Court of the County of Shasta, California. Any subsequent agreement shall be deemed to have been entered into in Redding, California; all questions of the validity, interpretation or performance of any of its terms or of any rights or obligations of the parties to the agreement shall be governed by California law; and any action brought by either party to enforce any of the terms of the agreement shall be filed with the Superior Court of the County of Shasta, California.

18. ATTORNEYS= FEES AND COSTS: In any action by a party to enforce its rights hereunder, the nonprevailing party shall pay the prevailing party=s legal costs and expenses (including reasonable attorneys= fees).

19. CHANGE ORDERS: The City reserves the right at any time to make written changes within the general scope of the contract. If any such changes cause an increase or decrease in the cost of, or in the time required for the performance of the contract, an equitable adjustment shall be made in the contract price, delivery schedule, or both. Any claim by Supplier for adjustment in this cause must be approved by the City=s authorized representative(s) in writing (formal change order, amendment, or revision) before Supplier proceeds with such change.

Packet Pg. 405 Attachment: Purchase Order No. 115182 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Approve and award Bid Schedule No. 5347, for the purchase of Cisco Water System Network Equipment, to Key Code Media for a total cost not to exceed $202,023.58, for the City of Redding Water Utility.

Fiscal Impact
The Water Utility has sufficient funds available in the approved Fiscal Year 2022-23 budget for this purchase.

Alternative Action
The City Council (Council) could choose not to approve the purchase and provide alternative direction to staff. This alternative will delay implementation of the system improvements and increase the vulnerability to cyber-attacks, as well as potentially lead to system downtime and the potential for public health, safety, and regulatory impacts.

The Cisco equipment to be purchased is the most reliable and supported network equipment available for the system and includes routers, ethernet switches, and firewalls, and the associated licensing software and support services. The new equipment will address potential cybersecurity risks that were identified in the 2020 Risk and Resilience Assessment (RRA) performed by the MEETING DATE: February 21, 2023
ITEM NO. 4.11(d)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(d)--Award Bid Schedule No. 5347 for the Purchase of Cisco Water System Network Equipment
Chuck Aukland, Public
Works Director
Packet Pg. 244 Packet Pg. 406 Attachment: Previous Staff Report 02-21-23 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment) Report to Redding City Council February 15, 2023
Re: 4.11(d)--Award Bid Schedule No. 5347, Water System Network Equipment Page 2 Water Utility. Cybersecurity objectives identified in the RRA were designed into the new communication/networking system and will be implemented with this new equipment.

Seven bid opportunity notices were distributed to potential vendors, in addition to posting the bid on the City’s website. The lone bid in the amount of $202,023.58 was received from Key Code Media, of Burbank, California.

Council Priority/City Manager Goals
• This agenda item is a routine operational item.

Attachments
^Bid Tabulation Cisco Water Network Equipment
Previous Staff Report 12-06-22
Packet Pg. 245 Packet Pg. 407 Attachment: Previous Staff Report 02-21-23 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the following actions relative to sole-source procurement of equipment for the City of Redding Water Utility:
(1) Approve networking equipment from Cisco and Palo Alto in an amount not to exceed $450,000 for Fiscal Year 2022-23 to include system routers, ethernet switches, firewalls, and other network equipment and their associated licensing software and support service; and
(2) Find that the action is exempt from review under the California Environmental Quality Act Guidelines, per Section 15301 – Existing Facilities.

Fiscal Impact
There are adequate funds in the Fiscal Year 2022-23 Water Utility budget for the $450,000 purchase of equipment. Funding this purchase will not impact other activities.

Alternative Action
The City Council (Council) may choose not to authorize the purchase of network equipment directly from Cisco and Palo Alto and instead request quotes and award the various items through the standard competitive procurement process. This alternative may result in multiple manufacturers that are not compatible with the necessary equipment for the City’s water system network design nor meet the City of Redding’s (City) Information Technology (IT) Department’s standard requirements to properly function with existing equipment. The Council may also provide alternative direction to staff.

MEETING DATE: December 6, 2022
ITEM NO. 4.11(a)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 4.11(a)--Authorize Sole-Source Purchase of Network Equipment for the Public Works Department
Chuck Aukland, Public
Works Director
Packet Pg. 408 Attachment: Previous Staff Report 12-06-22 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment) Report to Redding City Council November 29, 2022
Re: 4.11(a)--Authorize Sole-Source Purchase of Network Equipment Page 2 Background/Analysis
In March 2021, the City’s Water Utility contracted with communications consultants, TJCAA/JEGO Systems, to standardize and redesign the network/communication systems installed over the last 30 years. The current network system allows water treatment facilities, water storage reservoirs, groundwater wells, pump stations, and more to communicate via various types of radio telemetry and wide area network systems. The scope of work included evaluating the existing communications/networking system, identifying vulnerabilities, and recommending equipment to get to an acceptable level of cybersecurity protection. The redesign identified many obsolete products such as the cellular based Cradlepoint network that is past its useful end-of-life. Other potential cybersecurity risks were identified and new equipment is needed to resolve these issues.

In 2020, the Water Utility also performed a risk and resilience assessment (RRA), per the United States Environmental Protection Agency’s America’s Water Infrastructure Act – Section 2013.

Cybersecurity objectives identified in the RRA were designed into the new communication/networking system and will be implemented with this well-organized, reliable, and efficient communication system using the latest proven equipment, methods, and technologies.

The City’s IT Department was consulted to identify the most reliable and supported network equipment needed for the system including routers, ethernet switches, firewalls, and their associated licensing software and support services. The City uses a cooperative procurement method through the National Association of State Procurement Officials which would result in the purchase of these products at the lowest cost. The Cisco and Palo Alto products are a standard product offering that is used and integrated within the City’s existing network system platform. IT staff are trained and certified to operate Cisco products. The water network design plan provided by TJCAA/JEGO Systems specifically recommends Cisco and Palo Alto due to their industry-leading quality and product availability. Based on previous experience, the consultant does not recommend building a network with an assortment of manufacturers that are not compatible with the network design strategy nor meet the IT Department’s existing networking platform.

Environmental Review
Staff has reviewed the project and determined that the project is exempt from review under the California Environmental Quality Act Guidelines, per Section 15301 – Existing Facilities. Class 1 exemptions include the operation, repair, maintenance, or minor alteration of existing public structures, equipment, and facilities. The existing network and communication system will be replaced to meet modern security and efficiency standards. The project will not result in expansion of use, as the project does not include the construction of new facilities. The action area does not have significant values for wildlife habitat or other environmental resources and the project has no potential to have a significant effect on the environment.

Packet Pg. 409 Attachment: Previous Staff Report 12-06-22 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment) Report to Redding City Council November 29, 2022
Re: 4.11(a)--Authorize Sole-Source Purchase of Network Equipment Page 3 Council Priority/City Manager Goals
• Public Safety – “Work to improve all aspects of public safety to help people feel secure and safe where they live, work, and play in the City of Redding.” • Government of the 21st Century – “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
Attachments
^Notice of Exemption
Packet Pg. 410 Attachment: Previous Staff Report 12-06-22 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment) Packet Pg. 411
Attachment: Previous Staff Report 12-06-22 (4.11(j)--Amend Purchase Order for Bid Schedule No. 5347, Water System Network Equipment)

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Authorize the Mayor to sign a letter to the Bureau of Indian Affairs providing the requested information associated with the fee-to-trust application for property adjacent to the existing hotel and casino (APN 040-390-036).

Fiscal Impact
There is no fiscal impact associated with providing written correspondence to the Bureau of Indian Affairs (BIA).

Alternative Action
The City Council could choose not to authorize the Mayor to sign the letter and provide direction to staff.

MEETING DATE: April 18, 2023
ITEM NO. 9.1(b)
FROM:
***APPROVED BY***
[email protected]
[email protected]
SUBJECT: 9.1(b)--Consider submission of letter to the Bureau of Indian Affairs regarding a Fee-to-Trust Application submitted by Redding Rancheria.

Barry Tippin, City Manager
Packet Pg. 412
Report to Redding City Council April 12, 2023
Re: 9.1(b)--Consider Submission of a letter to the Bureau of Indian Affairs regarding Fee-toTrust Page 2 Background/Analysis
The City of Redding (City) received a letter from the BIA on March 20, 2023, providing notice that Redding Rancheria (Rancheria) filed an application to have real property accepted “into trust.” The property in question is 8.2 acres of land owned by the Rancheria immediately north of the existing hotel and casino off State Highway 273. The property is currently used as a parking lot, walking trail, and has Clear Creek running on the north side. The letter states that no change of use is currently planned. The BIA request was for general comment as well as comment on four specific topics as listed below:

1. If known, the annual amount of property taxes currently levied on the subject property allocated to your organization;

2. Any special assessments, and amounts thereof, that are currently assessed against the property in support of your organization;

3. Any government services that are currently provided to the property by your organization; and

4. If subject to zoning, how the intended use is consistent, or inconsistent, with current zoning.

The City receives no taxes or assessments from these properties. The City does provide utility services to this property under a separate agreement. The property is located in the County of Shasta and is in the City’s Sphere of Influence, but there is no conflict with City Zoning Regulations. The attached letter provides the requested response to the BIA.

Environmental Review
Submittal of a letter to the BIA does not represent a project and no determination under the California Environmental Quality Act is required.

Council Priority/City Manager Goals
• Communication and Transparency – “Improve the quality of communication with the public and City employees to enhance knowledge and increase transparency to improve public trust.”
Attachments
^BIA - Fee-to-Trust Response (WinRiver Parking Lot)
^Fee-To-Trust Property Location
BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) Packet Pg. 413
Michael Dacquisto, Mayor
[email protected]
530.225.4447
April 18, 2023
Ryan Hunter, Acting Regional Director
Bureau of Indian Affairs, Pacific Regional Office
2800 Cottage Way, Room W-2820
Sacramento, CA 95825
Re: Real Estate Services TR-5609-P5, Case Number: 15994 Dear Acting Director Hunter:

Please allow this letter to serve as the City of Redding's response to the Bureau of Indian Affairs' (BIA) NOTICE OF GAMING LAND ACQUISITION APPLICATION filed on behalf of the Redding Rancheria.

The subject property (APN 040-390-036) is as described in the notice received from the BIA and is located just north of the existing hotel and casino.

The City of Redding provides the following information as requested:

1. If known, the annual amount of property taxes currently levied on the subject property allocated to your organization.

Response: The noted property is adjacent to, but outside of, the City of Redding city limits and there are no property taxes received directly by the City of Redding.

2. Any special assessments, and amounts thereof, that are currently assessed against the property in support of your organization.

Response: There are no special assessments on the subject property that benefit the City of Redding.

3. Any government services that are currently provided to the property by your organization.

Response: The City of Redding serves the property with water and electric utility services as part of a master meter account.

4. If subject to zoning, how the intended use is consistent, or inconsistent, with current zoning.

Response: As noted above, the proposed Casino is adjacent to the City of Redding city limits and in the City’s sphere of influence. However, the current use is consistent for land use.

Should you have any questions related to this information please contact City Manager Barry Tippin at (530)225-4060.

Sincerely,
Michael Dacquisto, Mayor
City of Redding
cc: Tracy Edwards, Chief Executive Officer, Redding Rancheria Packet Pg. 414 Attachment: ^BIA - Fee-to-Trust Response (WinRiver Parking Lot) (9.1(b)--Consider Submission of a letter to the Bureau of Indian Affairs Packet Pg. 415 Attachment: ^Fee-To-Trust Property Location (9.1(b)--Consider Submission of Packet Pg. 416
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 417
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 418
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 419
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 420
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 421 Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)-- Packet Pg. 422
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 423
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 424
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 425
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 426
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 427
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 428
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Packet Pg. 429
Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the Bureau of Indian Affairs, Interior
§ 151.14 Formalization of acceptance.

Formal acceptance of land in trust
status shall be accomplished by the
issuance or approval of an instrument
of conveyance by the Secretary as is
appropriate in the circumstances.
[45 FR 62036, Sept. 18, 1980. Redesignated at
60 FR 32879, June 23, 1995]
§ 151.15 Information collection.
(a) The information collection requirements contained in §§ 151.9; 151.10; 151.ll(c), and 151.13 have been approved
by the Office of Management and Budget under 44 U.S.C. 3501 et seq. and assigned clearance number 1076-0100. This information is being collected to acquire land into trust on behalf of the Indian tribes and individuals, and will
be used to assist the Secretary in making a determination. Response to this request is required to obtain a benefit.
(b) Public reporting for this information collection is estimated to average 4 hours per response, including the
time for reviewing instructions, gathering and maintaining data, and completing and reviewing the information collection. Direct comments regarding
the burden estimate or any other aspect of this information collection to the Bureau of Indian Affairs, Information Collection Clearance Officer, Room 337-SIB, 18th and C Streets, NW.,
Washington, DC 20240; and the Office of
Information and Regulatory Affairs
[Project 1076-0100], Office of Management and Budget, Washington, DC 20502.
[60 FR 32879, June 23, 1995; 64 FR 13895, Mar.
23, 1999]
PART 152-ISSUANCE OF PATENTS
IN FEE, CERTIFICATES OF COMPETENCY, REMOVAL OF RESTRICTIONS, AND SALE OF CERTAIN

INDIAN LANDS
Sec.
152.l Definitions.
152.2 Withholding action on application.

ISSUING PATENTS IN FEE, CERTIFICATES OF
COMPETENCY OR ORDERS REMOVING RESTRICTIONS
152.3 Information regarding status of applications for removal of Federal supervision over Indian lands. 152.4 Application for patent in fee.
152.5 Issuance of patent in fee.

Pt. 152
152.6 Issuance of patents in fee to non-Indians and Indians with whom a special relationship does not exist. 152.7 Application for certificate of competency.
152.8 Issuance of certificate of competency.
152.9 Certificates of competency to certain
Osage adults.
152.10 Application for orders removing restrictions, except Five Civilized Tribes. 152.11 Issuance of orders removing restrictions, except Five Civilized Tribes. 152.12 Removal of restrictions, Five Civilized Tribes, after application under authority other than section 2(a) of the Act of August 11, 1955.
152.13 Removal of restrictions, Five Civilized Tribes, after application under section 2(a) of the Act of August 11, 1955. 152.14 Removal of restrictions, Five Civilized Tribes, without application. 152.15 Judicial review of removal of restrictions, Five Civilized Tribes, without application. 152.16 Effect of order removing restrictions,
Five Civilized Tribes.

SALES, EXCHANGES AND CO::WEYANCES OF

TRUST OR RESTRICTED LANDS
152.17 Sales, exchanges, and conveyances
by, or with the consent of the individual
Indian owner.
152.18 Sale with the consent of natural
guardian or person designated by the
Secretary.
152.19 Sale by fiduciaries.
152.20 Sale by Secretary of certain land in
multiple ownership.
152.21 Sale or exchange of tribal land.
152.22 Secretarial approval necessary to
convey individual-owned trust or restricted lands or land owned by a tribe. 152.23 Applications for sale, exchange or
gift.
152.24 Appraisal.
152.25 Negotiated sales, gifts and exchanges
of trust or restricted lands.
152.26 Advertisement.
152.27 Procedure of sale.
152.28 Action at close of bidding.
152.29 Rejection of bids; disapproval of sale.
152.30 Bidding by employees.
152.31 Cost of conveyance; payment.
152.32 Irrigation fee; payment.

PARTITIONS IN KIND OF INHERITED

ALLOTMENTS
152.33 Partition.

MORTGAGES AND DEEDS OF TRUST To SECURE

LOANS TO INDIANS
152.34 Approval of mortgages and deeds of
trust.
152.35 Deferred payment sales.
451
Packet Pg. 430 Attachment: BIA - Notice of Fee-to-Trust Application - Redding Rancheria (Parking Lot Property) (9.1(b)--Consider Submission of a letter to the

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Approve the sale of City-owned property located at 6550 Lockheed Drive (APN 054-280-008) to the County of Shasta; and provide direction relative to determination of terms and conditions of the sale.

Fiscal Impact
There is no fiscal impact associated with this action. If a sale of property occurs, there will be a positive fiscal impact to the Airports Division.

Alternative Action
The City Council (Council) could choose not to sell the property.

Background/Analysis
The County of Shasta presented a letter to the City of Redding regarding the potential purchase of property located at 6550 Lockheed Drive, (APN 054-280-008). The subject property is included in the Redding Municipal Airport portfolio (see map attached). As such, it has already been declared by resolution and approved by the California Department of Housing and Community Development as Exempt Surplus per the Surplus Land Act, Government Code section 54221 (f) and (g). At this time, there is no pre-determined use for the property, and it has been released from federal obligations via the Federal Aviation Administration.

As stated in its letter of interest, the County of Shasta owns the adjacent parcel located at 6590 Lockheed Drive and intends to expand its Emergency Operations Center and co-locate South County Patrol services.

MEETING DATE: April 18, 2023
ITEM NO. 9.1(c)
FROM:
***APPROVED BY***
[email protected]
[email protected]
SUBJECT: 9.1(c)--Consider the sale of City-owned property located at 6550 Lockheed Drive (APN 054-280-008) to the County of Shasta.

Barry Tippin, City Manager
Packet Pg. 431
Report to Redding City Council April 11, 2023
Re: 9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280-008) Page 2
Should the Council approve action to authorize staff to proceed with the sale of the property, terms and conditions negotiations will commence. Any sale of the property is subject to a current valid appraisal per local and federal guidelines that include: the City is obligated to expend the amount realized from the sale of the property for specific items or improvements at Redding Regional Airport (RDD) within 5 years of the close of escrow; the City shall not permit access to RDD from the subject property; City will file an FAA Form 7460-1, Notice of Proposed Construction or Alteration which requires the new owner to coordinate any improvements with RDD; and covenants, conditions, restriction and reservations further described in the Instrument of Release (C-3722).

Environmental Review
This is not a project defined under the California Environmental Quality Act (CEQA), and no further action is required.

Council Priority/City Manager Goals
• Communication and Transparency – “Improve the quality of communication with the public and City employees to enhance knowledge and increase transparency to improve public trust.”
Attachments
^County of Shasta Notice of Interest in Purchasing Property ^Subject Property 6550 Lockheed
RDD-LandRelease-2000 C-3722
Packet Pg. 432
Packet Pg. 433
Attachment: ^County of Shasta Notice of Interest in Purchasing Property (9.1(c)--Consider the Sale of City Owned Property located at 6550 Packet Pg. 434
Attachment: ^Subject Property 6550 Lockheed (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 435 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 436 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 437 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 438 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 439 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 440 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 441 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 442 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 443 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280- Packet Pg. 444 Attachment: RDD-LandRelease-2000 C-3722 (9.1(c)--Consider the Sale of City Owned Property located at 6550 Lockheed Drive (APN 054-280-

CITY OF REDDING

REPORT TO THE CITY COUNCIL
Recommendation
Approve the Amended and Restated Revolving Credit Agreement (C-8717) between US Bank National Association, the City of Redding, and the Redding Joint Powers Financing Authority for the benefit of Redding Electric Utility, extending the agreement until November 1, 2025, and reducing the annual cost to $75,000; and authorizing execution of documents by the City Manager and City Attorney, or designees, and the taking of all necessary actions relating thereto.

Fiscal Impact
Initial attorney fees for the Amended and Restated Revolving Credit Agreement (“line of credit” or “agreement”) total approximately $10,000. In addition, Redding Electric Utility (REU) will pay, at minimum, an undrawn commitment fee of $75,000 per year for the remainder of the agreement (30 basis points). The amounts payable under the agreement are payable solely from REU revenues, and there is no General Fund impact.

REU is expected to invest significantly in the aging distribution system over the next several years. Staff believes the continued access to a line of credit will allow REU to bridge bond financing and reduce the pace of rate increases by relying on the liquidity the agreement provides.

Alternative Action
The City Council may choose to decline to proceed. The revolving credit agreement would not be extended.

MEETING DATE: April 18, 2023
ITEM NO. 9.5(a)
FROM:
***APPROVED BY***
[email protected] [email protected]
SUBJECT: 9.5(a)--Amend and Extend REU Revolving Credit Agreement (C-8717) with US Bank
Nick Zettel, Director of
Redding Electric Utility
Packet Pg. 445
Report to Redding City Council April 11, 2023
Re: 9.5(a)--Amend and Extend REU Revolving Credit Agreement Page 2 Background/Analysis
On October 20, 2020, the City of Redding (City) and the Redding Joint Powers Financing Authority entered into a revolving credit agreement with U.S. Bank National Association due to the continued financial uncertainty related to COVID-19 and future opportunities associated with significant capital outlay, event risk, and deleveraging.

The proposed amendment extends the agreement through November 1, 2025, and reduces the annual cost from $87,500 to $75,000.

REU is one of many electric utilities to acquire a line of credit. Many cities employ these credit facilities to provide optionality and ensure the City can make financial decisions that benefit ratepayers. While the maximum available under the agreement is $25,000,000, REU intends to draw on the line only if extenuating circumstances deem it necessary.

Environmental Review
This is not a project defined under the California Environmental Quality Act (CEQA), and no further action is required.

Council Priority/City Manager Goals
• Budget and Financial Management: “Achieve balanced and stable 10-year Financial Plans for all funds.”
• Government of the 21st Century: “Be relevant and proactive to the opportunities and challenges of today’s residents and workforce. Anticipate the future to make better decisions today.”
Attachments
^Summary of Proposed Changes
Clean A&R Credit Agreement
Marked A&R Credit Agreement
City Staff Report October 2020
Contract No. 8717
Packet Pg. 446
Comparison of Terms
Redding Electric Utility
Revolving Line of Credit (the “Facility”)
2023 Renewal
The following table summarizes the proposed changes to the current Facility:

Current Facility New Facility
Index London Interbank Offered Rate
(“LIBOR”)
Bloomberg Short-Term Bank
Yield Index (“BSBY”)
Maturity Date May 1, 2023 On or about Nov. 1, 2025
Unused Facility Fee 35 basis points 30 basis points
Index Floor 0.20% 0.0%
Disclaimer: the information above is a summary of the changes, and only changes, to the proposed facility and is for discussion purposes only. Nothing contained herein shall supersede the terms/conditions contained in the proposed credit agreement, nor does the information contained herein create any obligation whatsoever on the part of U.S. Bank, NA. In the event of discrepancies between the information contained herein and the proposed credit agreement, the credit agreement shall govern.

Packet Pg. 447 Attachment: ^Summary of Proposed Changes (9.5(a)--Amend and Extend REU Revolving Credit Agreement) CHAPMAN DRAFT DATED APRIL 6, 2023
AR Credit Agreement (Redding Electric-US Bank) (2023) 4892-9278-1655 v6.docx 4332458

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
dated as of April __, 2023
among

CITY OF REDDING,

REDDING JOINT POWERS FINANCING AUTHORITY,
and
U.S. BANK NATIONAL ASSOCIATION
Packet Pg. 448 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

-iTABLE OF CONTENTS

SECTION HEADING PAGE
ARTICLE I DEFINITIONS .................................................................................................2 Section 1.01. Certain Defined Terms ...........................................................................2 Section 1.02. Computation of Time Periods ..............................................................18 Section 1.03. Construction .........................................................................................18 Section 1.04. Accounting Terms and Determinations ...............................................18 Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Other Loan Documents; Incorporation by Reference ....18 Section 1.06. BSBY Notification ...............................................................................19 ARTICLE II TERMS OF THE REVOLVING COMMITMENT .................................................19 Section 2.01. Revolving Commitment .......................................................................19 Section 2.02. Reserved ...............................................................................................22 Section 2.03. Increased Costs ....................................................................................22 Section 2.04. Net of Taxes, Etc. .................................................................................24 Section 2.05. Excess Interest .....................................................................................25 Section 2.06. Taxable Date ........................................................................................25 Section 2.07. Determination of Tax-Exempt Rates and Taxable Loan Rates ...........26 Section 2.08. Pledge of Authority Revenues and Obligations Absolute ...................27 Section 2.09. Fees ......................................................................................................28 Section 2.10. Extension of Maturity Date ..................................................................29 Section 2.11. Payments Due on Non-Business Days .................................................29 Section 2.12. Breakage Expenses ..............................................................................30 Section 2.13. Reduction and Termination..................................................................30 Section 2.14. Illegality ...............................................................................................30 Section 2.15. Adequacy of Interest Rate ....................................................................31 ARTICLE III CONDITIONS PRECEDENT ............................................................................32 Section 3.01. Documentary Requirements for Agreement to Extend Credit .............32 Section 3.02. Credit Requirements ............................................................................33 Section 3.03. Conditions Precedent to Each Advance Hereunder .............................33 Section 3.04. Conditions Precedent to the Initial Tax-Exempt Loan ........................33 ARTICLE IV REPRESENTATIONS AND WARRANTIES ........................................................34 Section 4.01. Representations and Warranties of the Authority ................................34 Section 4.02. Representations and Warranties of the City .........................................37 ARTICLE V COVENANTS OF THE AUTHORITY ................................................................41 Section 5.01. Covenants of the Authority ..................................................................41 Section 5.02. Covenants of the City ...........................................................................45 Packet Pg. 449 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -iiARTICLE VI EVENTS OF DEFAULT ..................................................................................52 Section 6.01. Events of Default .................................................................................52 Section 6.02. Consequences of an Event of Default ..................................................54 Section 6.03. Remedies Cumulative; Solely for the Benefit of Lender .....................55 Section 6.04. Waivers or Omissions ..........................................................................55 Section 6.05. Discontinuance of Proceedings ............................................................55 ARTICLE VII INDEMNIFICATION .......................................................................................56 Section 7.01. Indemnification ....................................................................................56 Section 7.02. Survival ................................................................................................56 ARTICLE VIII MISCELLANEOUS ........................................................................................56 Section 8.01. Patriot Act Notice ................................................................................56 Section 8.02. Further Assurances...............................................................................57 Section 8.03. Amendments and Waivers ...................................................................57 Section 8.04. Notices .................................................................................................57 Section 8.05. No Third-Party Rights..........................................................................59 Section 8.06. Severability ..........................................................................................59 Section 8.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial ..........59 Section 8.08. No Advisory or Fiduciary Responsibility ............................................60 Section 8.09. Entire Agreement .................................................................................60 Section 8.10. Duration ...............................................................................................61 Section 8.11. Counterparts .........................................................................................61 Section 8.12. Successors, Assigns and Participations................................................61 Section 8.13. No Right of Setoff ...............................................................................62 Section 8.14. Electronic Signatures ...........................................................................62 Section 8.19. Existing Credit Agreement ..................................................................62

EXHIBITS
EXHIBIT A — Form of Tax-Exempt Note
EXHIBIT B — Form of Taxable Note
EXHIBIT C — Form of Term Loan Note
EXHIBIT D — Request for Advances
EXHIBIT E — Request for Extension
EXHIBIT F — Notice of Extension
EXHIBIT G — Notice of Reduction or Termination
EXHIBIT H — Notice of Reduction or Termination
EXHIBIT I — Letter of City Representative

Packet Pg. 450 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April __, 2023 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among the CITY OF REDDING, a municipal corporation duly organized and existing in the State of California (the “City”), REDDING JOINT POWERS FINANCING AUTHORITY, a joint exercise of powers agency created and existing under the laws of the State of California (the “Authority”), and U.S. BANK NATIONAL ASSOCIATION (the “Lender”).

RECITALS
WHEREAS, the City, the Authority and the Lender previously entered into that certain Revolving Credit Agreement dated as of October 29, 2020 (as amended and otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Lender provided a line of credit to the Authority for the benefit of the City and its Electric System; WHEREAS, the City previously entered into the hereinafter defined Joint Powers Agreement establishing the Authority as a joint powers authority under the hereinafter defined Act, for the purpose, among others, of assisting in the City in its financing needs by financing public capital improvements;
WHEREAS, the City has determined to finance and refinance the acquisition, construction and installation from time to time of certain improvements, additions, and betterments to the City’s hereinafter defined Electric System (collectively, the “Projects”); WHEREAS, to assist the City in financing and refinancing the acquisition, construction and installation of the Projects, the Lender will continue to make advances at the request of the Authority from time to time pursuant to the terms of this Agreement and other applicable laws of the State of California;
WHEREAS, the Authority has agreed to sell the Projects to the City and the City has agreed to purchase the Projects from the Authority and pay the purchase price of Projects, as provided in the hereinafter defined Installment Sale Agreement;
WHEREAS, the City has agreed under the Installment Sale Agreement to make Installment Payments to the Authority to pay the purchase price of the Projects, which Installment Payments shall be sufficient in amount to pay the principal of and interest on Loans and all other amounts payable by the Authority under this Agreement;
WHEREAS, the Lender has agreed to continue to extend credit to the Authority for the benefit of the City and its Electric System, on a revolving basis, up to a maximum principal amount of $25,000,000 at any time outstanding, to finance the Projects; and WHEREAS, the City and the Authority have requested and the Lender has agreed to extend the Maturity Date and make certain other amendments to the Existing Credit Agreement and, for the sake of clarity and convenience, amend and restate the Existing Credit Agreement in its Packet Pg. 451 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-
entirety. This Agreement amends the Existing Credit Agreement in its entirety and from and after the Amendment and Restatement Date all references made to the Existing Credit Agreement in any Related Document or in any other instrument or document shall be deemed to refer to this Agreement. This Agreement shall become effective and supersede all provisions of the Existing Credit Agreement upon the execution and delivery of this Agreement by each of the parties hereto and the fulfillment of all conditions precedent hereof; NOW, THEREFORE, to induce the Lender to extend such credit as described above, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the City, the Authority, and the Lender hereby agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Certain Defined Terms. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
“Act” means the Joint Exercise of Powers Act, California Government Code Section 6500, et seq.
“Advance” has the meaning assigned to such term in Section 2.01(a) hereof. For the avoidance of doubt, outstanding Taxable Loans and Tax-Exempt Loans each constitute an Advance.
“Advance Date” means the date on which the Lender honors a Request for Advance and makes the funds requested available to the Authority.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under common control with such Person. Without limiting the foregoing, the definition of “Affiliate” of any Person shall include any subsidiary of such Person. “Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.
“Alternate Rate” means, for any day, a fluctuating rate of interest per annum equal to the sum of (i) the Federal Funds Rate plus 2.00% and (ii) the Applicable Spread, in each case as of such day.
“Amendment and Restatement Date” means [April][May] __, 2023, assuming all of the conditions set forth in Section 3.01 are satisfied or waived by the Lender.

Packet Pg. 452 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -3-
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Authority or the City from time to time concerning or relating to bribery or corruption.
“Anti-Terrorism Laws” has the meaning assigned to such term in Section 4.01(n) hereof. “Applicable Factor” means 85%.
“Applicable Law” means (i) all applicable common law and principles of equity, (ii) Environmental Laws, and (iii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all governmental and non-governmental bodies, (B) Governmental Approvals, and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity) and arbitrators.
“Applicable Spread” means, with respect to Tax-Exempt Loans and Taxable Loans, as applicable, the Tax-Exempt Applicable Spread and the Taxable Applicable Spread, respectively, as set forth in Obligor Rating Pricing Adjustments. As of the Amendment and Restatement Date, the Tax-Exempt Applicable Spread is 65 basis points and the Taxable Applicable Spread is 75 basis points.
“Approving Opinion” means, with respect to any action or matter that may affect a Tax-Exempt Loan, an opinion delivered by Bond Counsel to the effect that such action (i) is permitted by this Agreement and the other Related Documents, and (ii) will not adversely affect the exclusion of interest on any Tax-Exempt Loan from the gross income of the Lender or any Participant for purposes of federal income taxation.
“Authority” has the meaning assigned to such term in the introductory paragraph of this Agreement.
“Authority Representative” means one or more of the following officers and employees of the Authority, acting in concert or individually, to wit: the Executive Director of the Authority, the Treasurer of the Authority or any officers or employee of the Authority appointed as such by resolution.
“Authority Revenues” means all Installment Payments made and/or payable by the City under the Installment Sale Agreement.
“Available Commitment” means the Commitment, adjusted from time to time as follows:
(a) downward by the principal amount of any Revolving Loan, and (b) upward by the principal amount of the repayment or prepayment of any Revolving Loan. “Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the greatest of (i) the Prime Rate in effect at such time plus one percent (1.0%), (ii) the Federal Funds Rate in effect at such time plus two percent (2.0%), and (iii) seven and a half percent (7.5%).

Packet Pg. 453 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -4-
“Bond Counsel” means Orrick, Herrington & Sutcliffe LLP, or such other counsel of recognized national standing in the field of law relating to municipal bonds and the exemption from federal income taxation of interest thereon, appointed and paid by the Authority. “BSBY” means the Bloomberg Short-Term Bank Yield Index. “BSBY Index Rate Reset Date” means the first calendar day of each calendar month. “BSBY Rate” means, for any Interest Accrual Period, the annual rate equal to the greater of (a) zero percent (0%) and (b) BSBY quoted by the Lender from the applicable Reuters screen (or other commercially available source providing such quotations as may be selected by the Lender from time to time) for such Interest Accrual Period, which shall be the one-month BSBY in effect on the Computation Date immediately prior to the first day of such Interest Accrual Period, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation; provided that if BSBY is not published on such New York Banking Day due to a holiday or other circumstance that the Lender deems in its sole discretion to be temporary, the applicable BSBY shall be the BSBY last published prior to such New York Banking Day. The Lender does not warrant or accept any responsibility for the administration or submission of, or any other matter related to the BSBY Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalent to, the BSBY Rate. The Lender’s internal records of the applicable interest rates shall be determinative in the absence of manifest error.
“Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in New York are authorized or required by law to close. “Change of Law” means the adoption or implementation, after the Original Closing Date, of, or any change, after the Original Closing Date, in, any Risk-Based Capital Guidelines or any other law, rule, treaty, regulation, guideline, order or request (whether or not having the force of law) of any Governmental Authority, or the application of the requirements thereof, or any change in the interpretation, application, implementation, enforcement or administration, after the Original Closing Date, of any of the foregoing by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, rulings, guidelines, regulations or directives thereunder or issued in connection therewith and (ii) all requests, rules, rulings, guidelines, regulations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities shall in each case be deemed to be a “Change of Law,” regardless of the date enacted, adopted or issued.
“City” has the meaning assigned to such term in the introductory paragraph of this Agreement.

Packet Pg. 454 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -5-
“City Representative” means, one or more of the following officers and employees of the City, acting in concert or individually, to wit: the City Manager of the City, the City Treasurer of the City or any officers or employee of the City appointed as such by resolution. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Commitment” means an amount not to exceed $25,000,000. “Commitment Termination Date” means the earliest of (i) the Maturity Date, as such date may be extended pursuant to Section 2.10 hereof, (ii) the date on which the Commitment and/or Available Commitment are otherwise terminated or reduced to zero in accordance with Section 2.13 hereof, and (iii) the date the Commitment terminates by its terms in accordance with Section 6.02 hereof.
“Computation Date” means the second New York Banking Day preceding each BSBY Index Rate Reset Date; provided, however, if no Revolving Loans are outstanding hereunder on the date of any Revolving Loan, the Computation Date shall mean the second New York Banking Day preceding the borrowing date of such Revolving Loan. “Contract” means any indenture, contract, agreement (other than this Agreement), other contractual restriction, lease, mortgage, instrument (other than the Revolving Notes) or guaranty to which the City or the Authority is a party related to Debt payable from or secured by Net Revenues, in each case including any amendment, restatement, supplement or other modification thereto.
“control,” “controlled by” or “under common control with,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting rights, the power to appoint officers, members, trustees or directors, by contract, statute or otherwise. “Debt” means, with respect to any Person, all items that would be classified as a liability in accordance with GAAP, including, without limitation or duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business (including, without limitation, accounts payable to construction contractors and other professionals for services rendered), and which are not subject to appropriation, (iv) all obligations of such Person as lessee under capital leases, (v) all Debt of others secured by a Lien on any asset of such Person, so long as such Debt is assumed by such Person, (vi) all Debt of others guaranteed by such Person, (v) current liabilities in respect of unfunded benefits under employee benefit, retirement or pension plans, (vi) obligations issued for the account of any other Person, (vii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable, if such amounts were advanced under the credit facility, and (viii) obligations of such Person under Interest Rate Swap Agreements.

Packet Pg. 455 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -6-
“Default” means any event or condition which with notice, passage of time or any combination of the foregoing would constitute an Event of Default. “Default Rate” means the fluctuating per annum rate of interest at all times equal to the then applicable Base Rate plus 4.0%.
“Determination of Taxability” means and shall be deemed to have occurred on the first to occur of the following:
(i) on the date when the Authority or the City files any statement, supplemental statement or other tax schedule, return or document which discloses that interest paid or payable on the Tax-Exempt Loan is includable, in whole or in part, in the gross income of the Lender or any Participant for federal income tax purposes; (ii) on the date when the Lender has received written notification from the Authority or the City, supported by a written opinion by an attorney or firm of attorneys of recognized standing on the subject of tax-exempt municipal finance, to the effect that interest paid or payable on the Tax-Exempt Loan is includable, in whole or in part, in the gross income of the Lender or any Participant for federal income tax purposes; (iii) on the date when the Authority or the City shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that based upon filings of the Authority or the City (or a statutory notice of deficiency, or a document of substantially similar import), or upon any review or audit of the Authority, or upon any other ground whatsoever, interest paid or payable on the TaxExempt Loan is includable, in whole or in part, in the gross income of the Lender or any Participant for federal income tax purposes; or
(iv) on the date when the Authority or the City shall receive notice from the Lender that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of the Lender or any Participant the interest on any Tax-Exempt Loan.
“Electric System” means the electric utility system of the City, comprising all electric generation, transmission and distribution facilities and all general plant facilities related thereto now owned by the City and all other properties, structures or works for the generation, transmission and distribution of electricity hereafter acquired by the City and determined by the City to be a part of the Electric System, including all contractual rights for electricity and capacity; together with all additions, betterments, extensions or improvements to such facilities, properties, structures or works or any part thereof hereafter acquired.
“Environmental Laws” means any past, present or future federal, state, or local statutory or common law or any regulation, ordinance, code, plan, regulatory or court order, decree, permit, grant, restriction, policy or agreement issued, entered, promulgated or approved thereunder, Packet Pg. 456 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -7-
relating to Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq. (“CERCLA”); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”); the Hazardous Materials Transportation Act, 49 U.S.C. § 5101, et seq. (“HMTA”); the Safe Drinking Water Act, 42 U.S.C. § 300f, et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq.; the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. § 11001 et seq. (“EPCRA”); the National Environmental Policy Act, 42 U.S.C. § 4321, et seq.; the Atomic Energy Act, 42 U.S.C. § 2014, et seq.; the Endangered Species Act, 16 U.S.C. § 1531, et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136, et seq. (“FIFRA”); the Clean Air Act, 42 U.S.C. § 7401, et seq.; the Rivers and Harbors Act of 1899, 33 U.S.C. § 401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. § 651, et seq.; and their state analogs, state counterparts, and other state laws, regulations, and statutes relating to protection of human health, safety or the environment, including those relating to (i) releases, discharges, emissions or disposals to air, water, land or ground water; (ii) the use, handling or disposal of polychlorinated biphenyls (PCB’s), asbestos, radon, lead paint or urea formaldehyde; (iii) the treatment, storage, transportation, refinement, disposal or management of Hazardous Substances (including virgin or used petroleum, crude oil, heating oil or any fraction thereof) and any other solid, liquid or gaseous substance, exposure to which is prohibited, limited or regulated by any environmental law, or may or could pose a hazard to the health and safety of the occupants of the Authority’s Property; (iv) the exposure of persons to toxic, hazardous, or other controlled, prohibited or regulated substances; (v) the transportation, storage, disposal, management or release of gaseous or liquid substances; (vi) underground or aboveground storage tanks; (vii) any explosive or radioactive material; (viii) freshwater wetlands; (ix) radon gas; (x) endangered species; and (xi) Stachybotrys chartarum and other molds, and any rules, regulations, guidance, orders, injunctions, judgments, declarations, notices or demands promulgated or issued thereunder.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated, and rulings issued thereunder. Section references to ERISA herein correspond to sections of ERISA as in effect at the Original Closing Date and any corresponding future sections of ERISA amendatory thereof, supplemental thereto or substituted therefor.
“Event of Default” has the meaning assigned to such term in Section 6.01 hereof. “Event of Insolvency” means, with respect to the City or the Authority, the occurrence of one or more of the following events:
(a) the issuance, under the Laws of any state or under the Laws of the United States of America, of an order of rehabilitation, liquidation or dissolution of such Person; (b) the commencement by or against such Person of a case or other proceeding seeking liquidation, reorganization or other relief with respect to such Person or its Debt under any bankruptcy, insolvency or other similar state or federal law now or hereafter in Packet Pg. 457 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -8-
effect which case or proceeding is not dismissed within 60 days, including, without limitation, the appointment of a trustee, receiver, liquidator, custodian or other similar official for such Person or any substantial part of its property or there shall be appointed or designated with respect to it, an entity such as an organization, board, commission, authority, agency or body to monitor, review, oversee, recommend or declare a financial emergency or similar state of financial distress with respect to it or there shall be declared or introduced or proposed for consideration by it or by any legislative or regulatory body with competent jurisdiction over it, the existence of a state of financial emergency or similar state of financial distress in respect of it;
(c) the making of an assignment for the benefit of creditors by such Person; (d) the failure of such Person to generally pay its Debt when due; (e) a debt moratorium, debt adjustment, debt restructuring or comparable restriction with respect to the payment of any Debt of such Person is declared or imposed by such Person or by any Governmental Authority having jurisdiction over such Person; (f) such Person shall admit in writing its inability to pay its Debt when due; or (g) the initiation of any actions to authorize any of the foregoing by or on behalf of such Person.
“Excess Interest Amount” has the meaning assigned to such term in Section 2.05 hereof. “Excluded Taxes” means, with respect to a Lender or any Participant, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender or any Participant is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Authority or the City is located. “Executive Order” has the meaning assigned to such term in Section 4.01(n) hereof. “Existing Credit Agreement” has the meaning set forth in the recitals hereof. 1[“Existing Loan” means the Revolving Loans (solely in this instance, as defined in the Existing Credit Agreement) initially made by the Lender under the Existing Credit Agreement and outstanding on the Amendment and Restatement Date in an aggregate principal amount equal to $________.]

1 Note: This concept is bracketed throughout. If there are no outstanding loans on the Amendment and Restatement Date, the bracketed terms can be deleted.

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“Expenses” means all reasonable fees, charges, costs and expenses of any nature whatsoever, whether in the form of a direct, reimbursement or indemnity payment obligation, incurred at any time and from time to time (whether before or after an Event of Default) by the Lender in funding Advances, in administering or modifying the Loan Documents, in negotiating or entering into any “workout” of the Transactions, or in exercising or enforcing any rights, powers and remedies provided in any of the Loan Documents, including reasonable attorneys’ fees, court costs, and receiver’s fees.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Lender on such day on such transactions as reasonably determined by the Lender.

Notwithstanding anything herein to the contrary, if the Federal Funds Rate as determined as provided above would be less than zero percent (0.0%), then the Federal Funds Rate shall be deemed to be zero percent (0.0%).
“Fiscal Year” means the period of twelve (12) consecutive calendar months for which financial statements of the respective entity have been examined by its independent certified public accountants; currently for the City, a year ending on June 30. “Fitch” means Fitch Ratings, Inc., and any successor rating agency. “GAAP” means generally accepted accounting principles in effect from time to time in the United States and applicable to entities such as the City. “Governmental Approvals” means an authorization, consent, approval, license or exemption of, registration or filing with, or report to, any Governmental Authority. “Governmental Authority” means the government of the United States of America or any other nation or any political subdivision thereof or any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other Person with authority to bind a party at law.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, materials, contaminants, chemicals, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Hazardous Substance” means any chemical, material or substance (i) listed, defined or regulated as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “infectious waste,” or “toxic substances” or words of similar impact under any applicable Environmental Laws, including, but not limited to, FWPCA, RCRA, CERCLA, and HMTA or otherwise classified as hazardous or toxic, in or pursuant to any Environmental Law; (ii) the release of or the exposure to which is prohibited, limited or regulated by any Environmental Law; or (iii) that poses a hazard to health, safety or the environment. “Hazardous Substance” does not include (i) a substance regularly used in the cleaning and maintenance of the Authority’s Property and that is a material referenced at 40 C.F.R. § 261.4(b)(1), the “household waste” exclusion under RCRA, but only if the quantity and manner of its use are customary and prudent and do not violate Applicable Law, or (ii) automotive motor oil in immaterial quantities, if leaked from vehicles in the ordinary course of the operation of the Electric System and cleaned up in accordance with reasonable property management procedures and in a manner that does not violate Applicable Law. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Installment Payment” has the meaning assigned to such term in the Installment Sale Agreement.
“Installment Sale Agreement” means that certain Subordinate Installment Sale Agreement dated as of October 1, 2020, between the City and the Authority, as the same may be amended, restated, or otherwise modified from time to time in accordance with the terms thereof and hereof. [“Initial Revolving Loan” has the meaning specified in Section 2.01(a)(ii) hereof.] “Interest Accrual Period” means, subject to Section 2.07(d) hereof, initially, the period from and including the date of an Advance to but not including the first calendar day of the immediately succeeding month and, thereafter, the period from and including the first day of each calendar month to and including the last day of such calendar month; provided any Interest Accrual Period that would otherwise extend past the Commitment Termination Date shall end on the Commitment Termination Date.
“Interest Payment Date” has the meaning assigned to such term in Section 2.01(f) hereof. “Interest Rate Swap Agreement” means an interest rate swap, cap or collar agreement or similar arrangement between any Person and a financial institution providing for the transfer or mitigation of interest rate risks either generally or under specific contingencies. “Joint Powers Agreement” means the Joint Exercise of Powers Agreement dated December 6, 1988, between the City and the Housing Authority of the City of Redding, as supplemented by the First Supplemental Agreement to Joint Exercise of Powers Agreement dated December 20, 1988, and as amended by an Amendment to Joint Powers Agreement, dated August 27, 1997, and as the same may further amended, restated, or otherwise supplemented with the terms hereof and thereof.

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“Law” means any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority.
“Lender” has the meaning assigned to such term in the introductory paragraph of this Agreement.
“Liabilities” has the meaning assigned to such term in Section 7.01 hereof. “Lien” means any lien, mortgage, security interest, pledge or other charge or encumbrance of any kind, or any other type of preferential arrangement, including without limitation the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to personal, real or mixed property.
“Loan Documents” means this Agreement, the Loans, the Installment Sale Agreement, the Taxable Note, the Tax-Exempt Note, the Term Loan Note and any other agreements executed by the City or the Authority pursuant to the terms of this Agreement, in each case as amended from time to time.
“Loans” means Revolving Loans, Advances, and/or Term Loans. “Maintenance and Operation Costs” means the costs paid or incurred by the City for maintaining and operating the Electric System including, but not limited to, (a) all costs of electric energy and power generated or purchased by the City for resale, costs of transmission, fuel supply and water supply in connection with the foregoing, (b) all expenses of management and repair and other expenses necessary to maintain and preserve the Electric System in good repair and working order, (c) all administrative costs of the City that are charged directly or apportioned to the operation of the Electric System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums, (d) all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms hereof or of any resolution authorizing the execution of any Senior Lien Obligations, such as compensation, reimbursement and indemnification of the trustee, remarketing agent or surety costs for the Senior Lien Obligations, letter of credit fees relating to Senior Lien Obligations, fees and expenses of independent certified public accountants, (e) all amounts required to be paid by the City under contracts with a joint powers agency for the purchase of capacity, energy, transmission capability or any other commodity or service in connection with the foregoing, which contract requires payments to be made by the City thereunder to be treated as maintenance and operation costs of the Electric System, (f) any other cost or expense which, in accordance with GAAP, is to be treated as a cost of operating or maintaining the Electric System; but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles. “Margin Stock” has the meaning assigned to such term in Regulation U promulgated by the Board of Directors of the Federal Reserve System, as now and hereafter from time to time in effect.

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“Material Adverse Change” means the occurrence of any event or change, which separately or in the aggregate with the occurrence of other events, results or could reasonably be expected to result in a Material Adverse Effect.
“Material Adverse Effect” means any material adverse change in or effect on (i) the business, operations, assets, liabilities, condition (financial or otherwise) or results of operations of the Electric System, (ii) the ability of the City or the Authority, as the case may be, to consummate the transactions contemplated by this Agreement or any of the Related Documents to which the City or the Authority is a party, (iii) the ability of the City or the Authority to perform any of its obligations under any of the Related Documents to which the City or the Authority is or will be a party or (iv) the legality, validity, binding effect or enforceability against the City or the Authority, as the case may be, of any Related Document to which the City or the Authority is a party or the rights, security, interests or remedies of the Lender hereunder or under any of the other Related Documents.
“Material Litigation” has the meaning assigned to such term in Section 4.0l(e) and 4.02(e) hereof.
“Maturity Date” means [October][November] __, 2025, or such later date to which the Maturity Date may be extended by mutual agreement in writing of the Lender, the City, and the Authority following written notification to the Lender from the City and the Authority of its desire to extend the Maturity Date in accordance with .
“Maximum Federal Corporate Tax Rate” means, for any day, the maximum rate of income taxation imposed on corporations pursuant to Section 11(b) of the Code, as in effect as of such day (or, if as a result of a change in the Code, the rate of income taxation imposed on corporations generally shall not be applicable to the Lender, the maximum statutory rate of federal income taxation which could apply to the Lender as of such day). As of the Original Closing Date and the Amendment and Restatement Date, the Maximum Federal Corporate Tax Rate is 21%. “Maximum Rate” means the maximum net effective interest rate permitted by State law to be paid on obligations issued or incurred by the Authority in the exercise of its borrowing powers. “Moody’s” means Moody’s Investors Service, Inc. and any successor rating agency. “Net Revenues” means, for any period of time in question, the Revenues during such period less the Maintenance and Operation Costs during such period. “New York Banking Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York. “Obligations” means all amounts payable by the Authority, including, without limitation, the Revolving Notes and the Term Loan Note and the principal of and interest on Loans, Advances, and Term Loans, and all other obligations to be performed by the Authority, pursuant to this Agreement and the other Related Documents (including any amounts to reimburse the Lender for any expenditures by it under any of such documents).

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“Obligor Rating” means the long-term unenhanced ratings (without regard to any bond insurance policy or credit enhancement) assigned by each Rating Agency to Senior Lien Obligations (in each case to the extent such Rating Agency is then providing such rating). “Obligor Rating Pricing Adjustments” means the table setting forth the Undrawn Commitment Fee, the Taxable Applicable Spread, and the Tax-Exempt Applicable Spread determined in relation to the applicable Obligor Rating, as set forth below:

LEVEL MOODY’S S&P FITCH

UNDRAWN

COMMITM

ENT FEE
(BASIS

POINTS)

TAXABLE

APPLICABLE
SPREAD
(BASIS

POINTS)

TAX-EXEMPT

APPLICABLE
SPREAD
(BASIS

POINTS)
1 Aa3 or above AA- or above AA- or above 30 75 65
2 A1 A+ A+ 45 95 80
3 A2 A A 70 125 105
4 A3 A- A- 105 165 140
5 Baa1 BBB+ BBB+ 160 230 195
The applicable Undrawn Commitment Fee, Taxable Applicable Spread and Tax-Exempt Applicable Spread shall be such value corresponding with the lowest Obligor Rating (for the avoidance of doubt, Level 5 is the Level with the lowest ratings, and Level 1 is the level with the highest ratings for purposes of the above pricing grid). Any change in the Undrawn Commitment Fee, Taxable Applicable Spread and Tax-Exempt Applicable Spread resulting from a change in the Obligor Rating shall be and become effective as of and on the date of the announcement of the change in the Obligor Rating. In the event of a split rating (i.e., one of the foregoing Rating Agencies’ Obligor Rating is at a different Level than the Obligor Rating of either of the other Rating Agencies), the Undrawn Commitment Fee, Taxable Applicable Spread and Tax-Exempt Spread shall be based upon the level in which the lowest Obligor Rating appears. In the event that no Obligor Ratings are available, as a result of any breach of Section 5.02(t) hereof (which breach has not been cured but has not yet become an Event of Default), the Undrawn Commitment Fee, Taxable Applicable Spread and Tax-Exempt Spread shall be based upon the rating that was last in effect prior to such ratings becoming unavailable. References to the Obligor Rating above are references to rating categories as presently determined by the Rating Agencies and in the event of adoption of any new or changed rating system by any such Rating Agency, including, without limitation, any recalibration of the Obligor Rating in connection with the adoption of a “global” rating scale, each Obligor Rating from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect. In the event that any Obligor Rating is reduced below Level 5 or is suspended or withdrawn for any credit-related reason, or there shall occur any other Event of Default under this Agreement, the Undrawn Commitment Fee Packet Pg. 463 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -14-
shall automatically increase to a rate equal to the sum of (i) the rate which would apply if any Obligor Rating is at Level 5 plus (ii) three hundred basis points (3.00%) per annum. The Authority represents that as of the Amendment and Restatement Date, the Undrawn Commitment Fee, Taxable Applicable Spread and Tax-Exempt Applicable Spread are those rates that are specified above for Level 1 of the related column. For purposes of clarity, on the Amendment and Restatement Date, Fitch was the only Rating Agency then providing an Obligor Rating. “Original Closing Date” means October 29, 2020.
“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Related Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Related Document. “Parity Obligations” means all Debt payable from and secured by Net Revenues on a parity basis with the Revolving Notes.
“Participant” means a banking institution that has been granted a participation in the Revolving Notes pursuant to Section 8.12(b) hereof.
“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001).
“Payment Agreement” means a written agreement for the purpose of managing or reducing the City’s exposure to fluctuations in interest rates or for any other interest rate, investment, cash flow, asset or liability managing purposes, entered into either on a current or forward basis by the City and a Qualified Counterparty in connection with, or incidental to, the entering into of any Parity Obligation, that provides for an exchange of payments based on interest rates, ceilings or floors on such payments, options on such payments, or any combination thereof or any similar device.
“Payment Agreement Receipts” means the amounts required to be paid periodically by the Qualified Counterparty to the City pursuant to a Payment Agreement. “Person” means an individual, limited liability company, a corporation, a partnership, an association, a trust or any other entity or organization, including any Governmental Authority. “Prime Rate” means on any day, the rate of interest per annum then most recently established by the Lender as its “prime rate.” The “prime rate” is a rate set by the Lender based upon various factors including the Lender’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Lender shall take effect at the opening of business on the day specified in the public announcement of such change. If the Lender ceases to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall Packet Pg. 464 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -15-
be instead the prime rate reported in the The Wall Street Journal (or the average prime rate if a high and low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported. Notwithstanding anything herein to the contrary, if the Prime Rate determined as provided above would be less than zero percent (0.0%), then the Prime Rate shall be deemed to be zero percent (0.0%). “Property” means, with respect to any Person, all real, mixed and personal property of such Person, tangible and intangible, wherever located, in which such Person shall have any right, title or interest from time to time.
“Qualified Counterparty” means a party (other than the City) who is the other party to a Payment Agreement and (1) (a) whose senior debt obligations are rated in one of the three (3) highest rating categories of each of the Rating Agencies then rating any Senior Lien Obligations (without regard to any gradations within a rating category), or (b) whose obligations under the Payment Agreement are guaranteed for the entire term of the Payment Agreement by a bond insurer or other institution which has been or whose debt service obligations have been assigned a credit rating in one of the three highest rating categories of each of the Rating Agencies then rating any Senior Lien Obligations (without regard to any gradations within a rating category), and (2) who is otherwise qualified to act as the other party to a Payment Agreement with the City under any applicable laws.
“Rating Agency” means Moody’s, S&P and Fitch, or any successors thereto or additional rating agencies.
“Related Documents” means the Loan Documents, Senior Lien Documents, and the Joint Powers Agreement.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. “Request for Advance” means any request for an Advance made by the Authority to the Lender, in the form of Exhibit D hereto, executed and delivered on behalf of the Authority by the manual or facsimile signatures of any authorized representative of the Authority. “Revenues” means all gross income and revenue received or receivable by the City from the ownership or operation of the Electric System, including all rates and charges received by the City for the Electric Service and the other services and facilities of the Electric System, all proceeds of insurance covering business interruption loss relating to the Electric System and all other income and revenue howsoever derived by the City from the ownership or operation of the Electric System or otherwise arising from the Electric System, including all Payment Agreement Receipts, and all income from the deposit or investment of any money in the Electric Revenue Fund, but excluding (i) proceeds of taxes and (ii) refundable deposits made to establish credit and advances or contributions in aid of construction and line extension fees. “Revolving Loan” has the meaning assigned to such term in Section 2.01(a) hereof.

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“Revolving Note” means a Taxable Note or a Tax-Exempt Note. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States of America, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States of America, including transition rules, and any amendments to such regulations. “S&P” means S&P Global Ratings, a division of S&P Global Inc, and any successor rating agency.
“Sanctioned Country” means, at any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.
“Sanctioned Person” means, at any time, (a) any Person or group listed in any Sanctionsrelated list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person 50% or more owned, directly or indirectly, by any of the above.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom. “Senior Lien Documents” means the 2008 Installment Sale Agreement, dated as of April 1, 2008, between the City and the Authority, the 2015 Installment Sale Agreement, dated as of December 1, 2015, between the City and the Authority, the Indenture, dated as of March 1, 2017, between the City and U.S. Bank National Association, as Trustee, the Indenture, dated as of March 1, 2018, between the City and U.S. Bank National Association and any other agreements or indentures providing for the payment of installment payments or principal and interest on bonds payable from Net Revenues on a parity with the Senior Lien Obligations. “Senior Lien Obligations” means all Debt of the City payable from and secured by a pledge of and first priority Lien on Net Revenues. For the avoidance of doubt, the Debt evidenced by the obligation to make installment payments and to pay the principal of and interest on bonds required to be paid pursuant the Senior Lien Documents constitute Senior Lien Obligations. “State” means the State of California.
“Taxable Date” means the date on which interest on any Tax-Exempt Loan is first includable in gross income of any holder thereof (including the Lender) as such a date is established pursuant to a Determination of Taxability.

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“Taxable Gross-Up Rate” means, for each day during a Taxable Period, a rate per annum equal to the product of (i) the interest rate on the Tax-Exempt Note for such day and (ii) the applicable Taxable Rate Factor.
“Taxable Loan” means any Revolving Loan bearing interest at the Taxable Loan Rate. “Taxable Loan Rate” (i) for the period commencing on the Original Closing Date to but not including the Amendment and Restatement Date, has the meaning set forth in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date and (ii) from and including the Amendment and Restatement Date and thereafter, means a per annum rate of interest established on each Computation Date, equal to the sum of (a) the Taxable Applicable Spread as set forth in Obligor Rating Pricing Adjustments plus (b) the BSBY Rate. “Taxable Note” has the meaning assigned to such term in Section 2.01(d)(ii) hereof. “Taxable Period” has the meaning assigned to such term in Section 2.06 hereof. “Taxable Rate Factor” means, for each day that the Taxable Gross-Up Rate is determined, the quotient of (i) one divided by (ii) one minus the Maximum Federal Corporate Tax Rate in effect as of such day, rounded upward to the second decimal place. “Taxes” or “Tax” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.
“Tax-Exempt Loan” means any Revolving Loan bearing interest at the Tax-Exempt Rate. “Tax-Exempt Note” has the meaning assigned to such term in Section 2.01(d)(i) hereof. “Tax-Exempt Rate” (i) for the period commencing on the Original Closing Date to but not including the Amendment and Restatement Date, has the meaning set forth in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date and (ii) from and including the Amendment and Restatement Date and thereafter, means a per annum rate of interest, established on each Computation Date equal to the sum of (a) the product of (1) the BSBY Rate multiplied by (2) the Applicable Factor, plus (b) the Tax-Exempt Applicable Spread as set forth in Obligor Rating Pricing Adjustments.
“Termination Fee” means an amount equal to any unpaid portion of the Undrawn Commitment Fee that would have been due from the Amendment and Restatement Date to and including the first anniversary of the Amendment and Restatement Date ([April][May] __, 2024) absent any termination or reduction of the Commitment.
“Term Loan” means the term loan advanced to the Authority under the terms and conditions of Section 2.01(i) hereof.

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“Term Loan Note” has the meaning assigned to such term in Section 2.01(i) hereof. “Term Loan Rate” means the fluctuating per annum rate of interest calculated as follows:
(i) for any day commencing on the Maturity Date to and including the ninetieth (90th) day next succeeding the Maturity Date, equal to the Base Rate then in effect, (ii) for any day commencing on the ninety-first (91st) day next succeeding the Maturity Date to and including the one hundred eightieth (180th) day next succeeding the Maturity Date, equal to the Base Rate then in effect plus one percent (1.0%), and (iii) for any day commencing on the one hundred eighty-first day next succeeding the Maturity Date and thereafter, equal to the Base Rate then in effect plus two percent (2.0%).
“Transactions” means the extension of credit, the execution and delivery by the Authority and the City of the Loan Documents, the performance by the Authority of the Obligations hereunder and under the other Loan Documents.
“Undrawn Commitment Fee” shall mean the Undrawn Commitment Fee as set forth in Obligor Rating Pricing Adjustment. As of the Amendment and Restatement Date, the Undrawn Commitment Fee is equal to 30 basis points.

Section 1.02. Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” Section 1.03. Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole. The word “including” shall be deemed to mean “including but not limited to,” and “or” has the inclusive meaning represented by the phrase “and/or.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The Section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified. Any exhibit, schedule or annex attached hereto is incorporated by reference herein and is a constituent part of this Agreement.

Section 1.04. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP. In the event of changes to GAAP which become effective after the Original Closing Date, the City, Authority, and the Lender agree to negotiate in good faith appropriate revisions of this Agreement so as to perpetuate the meaning and effect of such provisions as originally negotiated and agreed upon.

Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Other Related Documents; Incorporation by Reference. (a) Nothing in this Agreement shall be Packet Pg. 468 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -19-
deemed to amend, or relieve the City or the Authority of its obligations under, any other Related Document to which it is a party. Conversely, to the extent that the provisions of any Related Document allow the City or the Authority to take or not take certain actions, the City and the Authority nevertheless shall be fully bound by the provisions of this Agreement. (b) All references to other documents, including, without limitation, the Related Documents, shall be deemed to include all amendments, restatements, modifications and supplements thereto to the extent such amendment, restatement, modification or supplement is made in accordance with the provisions of such document and this Agreement, as applicable.

Section 1.06. BSBY Notification. The interest rate on Revolving Loans is determined by reference to BSBY. Section 2.15 hereof provides a mechanism for (a) determining an alternative rate of interest if BSBY is no longer available or in the other circumstances set forth in Section

2.15 hereof, and (b) modifying this Agreement to give effect to such alternative rate of interest.

The Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to BSBY or other rates in the definition of Tax-Exempt Rate or Taxable Loan Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.15 hereof, will have the same value as, or be economically equivalent to, BSBY.

ARTICLE II

TERMS OF THE REVOLVING COMMITMENT
Section 2.01. Revolving Commitment.
(a) Revolving Commitment. [(i)] Subject to the terms and conditions of this Agreement, the Lender hereby agrees to make advances (the “Advances”) to the Authority from time to time up to and including the Commitment Termination Date in an aggregate principal amount not to exceed at any time the Commitment (the “Revolving Loan”). The sum of the aggregate principal amount of Tax-Exempt Loans and Taxable Loans at any time outstanding shall not exceed the Commitment in effect at such time. As provided in Section 2.01(d) hereof, the Authority may elect that any such Revolving Loan be either a Tax-Exempt Loan or a Taxable Loan. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Commitment Termination Date, subject to the terms and conditions hereof. [(ii) Existing Loan. Notwithstanding anything herein to the contrary, the Existing Loan shall remain outstanding under this Agreement and shall be deemed to be a [Tax-Exempt][Taxable] Loan hereunder (the “Initial Revolving Loan”). The Initial Revolving Loan shall be deemed made to the Authority pursuant to the terms of this Section 2.01 hereof; provided, however, that no amounts shall be paid by the Lender to the City or the Authority in connection with the Initial Revolving Loan.] Packet Pg. 469 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -20-
(b) Making of Advances; Use of Proceeds. Subject to the terms and conditions of this Agreement, the Lender agrees to make Advances from time to time on any Business Day, commencing on the Original Closing Date and ending on the Commitment Termination Date, in amounts not to exceed at any time outstanding the Commitment. Each Advance requested shall be in a minimum principal amount of $50,000 and the Authority shall not request more than two (2) Advances per calendar month. The proceeds of the Advances shall be used for valid corporate purposes of the Authority; provided that in no event shall any of the proceeds of a Tax-Exempt Loan be used to pay or prepay a Taxable Loan, unless the Authority receives an Approving Opinion of Bond Counsel, which opinion shall be addressed to the Lender. The aggregate amount of all Advances made on any Advance Date shall not exceed the Available Commitment as of such date.
(c) Method of Borrowing.
(i) Taxable Loans. Upon receipt of a Request for Advance by the Lender not later than 11:30 a.m. New York time on the Business Day which is two (2) Business Days immediately prior to the day of the proposed borrowing, the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 12:30 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Each Request for Advance in respect of a Taxable Loan shall be signed by an Authority Representative and shall specify that the requested Advance shall be a Taxable Loan.

Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Authority in accordance with written instructions provided by the Authority. (ii) Tax-Exempt Loans. Upon receipt of a Request for Advance by the Lender not later than 11:30 a.m. New York time on the Business Day which is two (2) Business Days immediately prior to the day of the proposed borrowing, the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 12:30 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Each Request for Advance in respect of a Tax-Exempt Loan shall be signed by an Authority Representative and shall specify that the requested Advance shall be a Tax-Exempt Loan. Each Advance shall be made by the Lender by wire transfer of immediately available funds to Authority in accordance with written instructions provided by the Authority. (d) Revolving Loans Evidenced by Notes. (i) The Tax-Exempt Loans are evidenced by a promissory note of the Authority to the Lender in substantially the form set forth in Exhibit A hereto (as amended or supplemented from time to time, the “Tax-Exempt Note”) which was issued on the Original Closing Date, payable to the Lender in a principal amount up to the Commitment on the Original Closing Date and otherwise duly completed. All Tax-Exempt Loans made by the Lender and all payments and prepayments made on account of principal thereof shall be recorded by the Lender on the schedule (or a continuation thereof) attached to the Tax-Exempt Note, it being understood, however, that failure by the Lender to make any such endorsement shall not affect the obligations of the Authority hereunder or under the Tax-Exempt Note with respect to unpaid principal and interest on any Tax-Exempt Loan. Each entry on the Tax-Exempt Note with respect to a Tax-Exempt Loan schedule shall reflect the applicable principal amount and the applicable interest rate.

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(ii) The Taxable Loans are evidenced by a promissory note of the Authority to the Lender in substantially the form set forth in Exhibit B hereto (as amended or supplemented from time to time, the “Taxable Note”) which was issued on the Original Closing Date, payable to the Lender in a principal amount up to the Commitment on the Original Closing Date and otherwise duly completed. All Taxable Loans made by the Lender and all payments and prepayments made on account of principal thereof shall be recorded by the Lender on the schedule (or a continuation thereof) attached to the Taxable Note, it being understood, however, that failure by the Lender to make any such endorsement shall not affect the obligations of the Authority hereunder or under the Taxable Note with respect to unpaid principal and interest on any Taxable Loan. Each entry on the Taxable Note with respect to a Taxable Loan schedule shall reflect the applicable principal amount and the applicable interest rate.
(e) Repayment of Principal on Revolving Loans. The principal of each Revolving Loan shall be due in full on the Commitment Termination Date. (f) Interest on Revolving Loans. Each Revolving Loan made or maintained by the Lender shall bear interest computed on the basis of a year of 360 days and actual days elapsed, on the unpaid principal amount thereof at a rate per annum equal to the Tax-Exempt Rate or Taxable Loan Rate, as applicable. Interest shall be payable in arrears on the first Business Day of each calendar month (each such date, an “Interest Payment Date”), commencing on the first such date following the date of the relevant Advance. Interest paid on each Interest Payment Date shall equal interest accrued during the preceding calendar month. The Tax-Exempt Rate and Taxable Loan Rate shall be determined by the Lender as provided in Section 2.07 hereof. (g) Prepayment of Revolving Loans. Subject to Section 2.12 hereof, the Authority may prepay any Revolving Loan, in whole or in part, on an Interest Payment Date, provided at least three (3) days’ written notice is provided by the Authority to the Lender. All prepayments of principal shall include accrued interest to the date of prepayment and all other amounts due pursuant to this Agreement.
(h) Default Interest. Subject to subsection (i) below, from and after the Maturity Date, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Lender’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of the Loans under this Agreement shall bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to the Default Rate.
(i) Advance of Term Loan. If (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties set forth in Article IV are true and correct, in each case as of the Maturity Date, which representations and warranties (other than as provided in Section 4.02(j) hereof) shall be deemed remade as of the Maturity Date, then any principal amount of Revolving Loans remaining unpaid on the Maturity Date shall convert to a term loan (the “Term Loan”) and the proceeds thereof shall be used to pay in full the Revolving Loans, which Term Loan shall become payable upon the earlier to occur of (x) the third anniversary of the Maturity Date and (y) the date on which any Senior Lien Obligation or Parity Obligation is issued (the “Term Loan Maturity Date”). Any Revolving Loans not converted to a Term Loan Packet Pg. 471 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -22-
shall be payable on the Maturity Date and shall bear interest at the Default Rate. Subject to the condition set forth in the immediately preceding sentence, the Term Loan shall be payable in twelve (12) equal, quarterly principal installments on the first Business Day of each January, April, July and October (each an “Installment Date”), beginning on the first of such dates to occur following the Maturity Date. The Term Loan shall be evidenced by a promissory note of the Authority to the Lender in substantially the form set forth in Exhibit C hereto (as amended or supplemented from time to time, the “Term Loan Note”), which Term Loan Note was issued on the Original Closing Date, payable to the Lender in a principal amount up to the Commitment on the Term Loan Maturity Date and otherwise duly completed, so long as the conditions set forth in this Section 2.01(i) are satisfied. As long as no Event of Default has occurred or is continuing, the Term Loan shall accrue interest at the Term Loan Rate and shall be payable monthly in arrears on the first Business Day of each month, beginning on the first of such dates to occur following the Maturity Date. Subject to Section 2.12 hereof, any amount of principal outstanding under the Term Loan may be prepaid at any time without penalty.

Section 2.02. Reserved.

Section 2.03. Increased Costs.
(a) Increased Costs Generally. If any Change of Law shall:
(i) impose, modify or deem applicable any reserve, liquidity ratio, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Lender or any Participant;
(ii) subject to the Lender or any Participant to any Taxes of any kind whatsoever with respect to this Agreement, or change the basis of taxation of payments to the Lender or such Participant in respect thereof (except for Indemnified Taxes covered by Section 2.04 hereof and the imposition of, or any change in the rate of any Excluded Tax payable by the Lender or any Participant); or
(iii) impose on the Lender or any Participant any other condition, cost or expense affecting this Agreement;
and the result of any of the foregoing shall be to increase the cost to the Lender or such Participant related to issuing or maintaining this Agreement, or to reduce the amount of any sum received or receivable by the Lender or such Participant hereunder (whether of principal, interest or any other amount) then, upon written request of the Lender or such Participant, the Authority shall promptly pay to the Lender or such Participant, as the case may be, such additional amount or amounts as will compensate the Lender or such Participant, as the case may be, for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If the Lender or any Participant determines that any Change of Law affecting the Lender or such Participant or the Lender’s or such Participant’s parent or holding company, if any, regarding capital or liquidity requirements, has or would have the effect Packet Pg. 472 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -23-
of reducing the rate of return on the Lender’s or such Participant’s capital or liquidity or the capital or liquidity of such Lender’s or such Participant’s parent or holding company holding, if any, as a consequence of this Agreement, or for maintaining this Agreement, to a level below that which the Lender or such Participant or the Lender’s or such Participant’s parent or holding company could have achieved but for such Change of Law (taking into consideration the Lender’s or such Participant’s policies and the policies of the Lender’s or such Participant’s parent or holding company with respect to capital adequacy or liquidity), then from time to time upon written request of the Lender or such Participant the Authority shall promptly pay to the Lender or such Participant, as the case may be, such additional amount or amounts as will compensate the Lender or such Participant or the Lender’s or such Participant’s parent or holding company for any such reduction suffered.
(c) Certificates for Reimbursement. A certificate of the Lender or a Participant setting forth the amount or amounts necessary to compensate the Lender or any such Participant or the Lender’s or any such Participant’s parent or holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Authority, shall be conclusive absent manifest error. The Authority shall pay the Lender or any such Participant, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. The City and the Authority each agree that the Bank’s and each Participant’s parent or holding company or any corporation controlling the Bank and/or any such Participant shall have the same rights and benefits against the Authority under this Section 2.03 as it would have had if such parent or holding company or any corporation controlling the Bank and/or any such Participant were the Bank or Participant, as applicable, hereunder; provided, however, that increased costs, increased capital or liquidity, or reduction in rate of return incurred by or imposed on the Bank’s and/or each Participant’s parent or holding company or any corporation controlling the Bank and/or any such Participant shall be without duplication of any increased costs, increased capital or liquidity, or reduction in rate of return incurred by or imposed on the Bank and/or any such Participant.

Notwithstanding the foregoing, no Participant shall be entitled to receive (nor shall the Lender be entitled to receive on behalf of any Participant) any greater payment under this Section 2.03 than the Lender would have been entitled to receive without regard to any such participation unless such participation is made with the express written consent of the Authority. (d) Delay in Requests. Failure or delay on the part of the Lender or any such Participant to demand compensation pursuant to this Section shall not constitute a waiver of the Lender’s or any such Participant’s right to demand such compensation; provided, however, the Authority shall not be required to compensate the Bank and/or any Participant pursuant to this Section 2.03, (i) in an amount greater than that which it would have been required to pay if the Bank had not granted any participation in the Loans, or (ii) for any increased costs incurred or reductions suffered more than six (6) months prior to the date that the Bank or any Participant, as the case may be, notifies the Authority of the Change in Law giving rise to such increased costs or reductions, and the Bank’s or any Participant’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). (e) Survival. Without prejudice to the survival of any other agreement of the Authority hereunder, the agreements and obligations of the Authority contained in this Section shall survive Packet Pg. 473 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -24-
the termination of this Agreement and the payment in full of the Obligations of the Authority thereunder and hereunder.

Section 2.04. Net of Taxes, Etc. (a) Any and all payments to the Lender by the Authority hereunder shall be made free and clear of and without withholding or deduction for any and all Indemnified Taxes. If the Authority shall be required by law to withhold or deduct any Indemnified Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder to the Lender, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.04), the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Authority shall make such deductions and (iii) the Authority shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Authority shall make any payment under this Section 2.04 to or for the benefit of the Lender with respect to Indemnified Taxes and if the Lender shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Lender to any taxing jurisdiction in the United States then the Lender shall pay to the Authority an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Lender pursuant to this sentence shall not exceed the aggregate amount previously paid by the Authority with respect to such Indemnified Taxes. In addition, the Authority agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or any state of the United States from any payment made hereunder or otherwise with respect to this Agreement (hereinafter referred to as “Other Taxes”). The Lender shall provide to the Authority within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Authority to the Lender hereunder; provided, that the Lender’s failure to send such notice shall not relieve the Authority of its obligation to pay such amounts hereunder. (b) The Authority shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Lender for the full amount of Indemnified Taxes and Other Taxes including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.04 paid by the Lender or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided that the Authority shall not be obligated to pay the Lender for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Lender’s gross negligence or willful misconduct. The Lender agrees to give notice to the Authority of the assertion of any claim against the Lender relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Lender’s failure to notify the Authority promptly of such assertion shall not relieve the Authority of its obligation under this Section 2.04. Payments by the Authority pursuant to this subsection (b) shall be made within thirty (30) days from the date the Lender makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Lender agrees to repay to the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes or Other Taxes paid by the Authority pursuant to this Section 2.04 received by the Lender for Indemnified Taxes or Other Taxes that were paid by the Authority pursuant to this Section 2.04 Packet Pg. 474 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -25-
and to contest, with the cooperation and at the expense of the Authority, any such Indemnified Taxes or Other Taxes which the Lender or the Authority reasonably believes not to have been properly assessed.
(c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the Authority, the Authority shall furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof.
(d) Without prejudice to the survival of any other agreement of the Authority hereunder, the agreements and obligations of the Authority contained in this Section shall survive the termination of this Agreement and the payment in full of the Obligations of the Authority thereunder and hereunder.

Section 2.05. Excess Interest. (i) If the amount of interest payable for any period in accordance with the terms hereof exceeds the amount of interest that would be payable for such period had interest for such period been calculated at the maximum interest rate permitted by Applicable Law, then interest for such period shall be payable in an amount calculated at the maximum interest rate permitted by Applicable Law.
(ii) Any interest that would have been due and payable for any period but for the operation of the immediately preceding subclause (i) shall accrue and be payable as provided in this subclause (ii) and shall, less interest actually paid to the applicable Lender for such period, constitute the “Excess Interest Amount.” If there is any accrued and unpaid Excess Interest Amount as of any date, then the principal amount with respect to which interest is payable shall bear interest at the maximum interest rate permitted by Applicable Law until payment to the Lender of the entire Excess Interest Amount.
(iii) Notwithstanding the foregoing, on the date on which no principal amount hereunder remains unpaid, to the extent possible without violating Applicable Laws, the Authority shall pay to the Lender a fee equal to any accrued and unpaid Excess Interest Amount.

Section 2.06. Taxable Date. (i) In the event a Taxable Date occurs, the Authority hereby agrees to pay to the Lender or any Participant within 30 days of receipt of notice from a Lender (1) an amount equal to the difference between (A) the amount of interest that would have been paid to the Lender, or such Participant, as applicable, on any Tax-Exempt Loans during the period for which interest on such Tax-Exempt Loans is includable in the gross income of the Lender or such Participant, as applicable, if such Tax-Exempt Loans had borne interest at the Taxable GrossUp Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Lender or such Participant, as applicable, during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by the Lender, or any Participant, as applicable, as a result of interest on the Tax-Exempt Loans becoming includable in the gross income of the Lender or such Participant, as applicable, together with any and all reasonable attorneys’ fees, court costs, or other out-of-pocket costs incurred by the Lender or such Participant, as applicable, in connection therewith.

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(ii) Subject to the provisions of clauses (iii) and (iv) below, the Lender shall afford the Authority the opportunity, at the Authority’s sole cost and expense, to contest (1) the validity of any amendment to the Code which causes the interest on such Tax-Exempt Loans to be includable in the gross income of the Lender or any Participant or (2) any challenge to the validity of the tax exemption with respect to the interest on the Tax-Exempt Loans, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals). To the extent any such contest results in a determination that no Taxable Date occurred with respect to a Tax-Exempt Loan or any portion thereof, or that the relevant Taxable Date occurred later than previously assumed for purposes hereof, the Lender shall refund to Authority any amount paid to the Lender by the Authority pursuant to the provisions of clause (i) above in excess of the amount that would have been payable, if any, if no Taxable Date had occurred or the relevant Taxable Date occurred later than previously assumed, as applicable.
(iii) As a condition precedent to the exercise by the Authority of its right to contest set forth in clause (ii) above, the Authority shall, on demand, immediately reimburse the Lender or such Participant, as applicable, for any and all expenses (including reasonable attorneys’ fees for services that may be required or desirable) that may be incurred by the Lender or such Participant, as applicable, in connection with any such contest, and shall, on demand, immediately reimburse the Lender or such Participant, as applicable, for any and all penalties or other charges payable by the Lender or such Participant, as applicable, for failure to include such interest in its gross income. (iv) Upon the occurrence of a Taxable Date, subject to Section 2.12 hereof, the Authority may choose to repay the outstanding principal amount of Tax-Exempt Loans with the proceeds of a Taxable Loan.
(v) The obligations of the Authority and the Lender under this Section 2.06 shall survive the termination of this Agreement.

Section 2.07. Determination of Tax-Exempt Rates and Taxable Loan Rates. (a) For the period commencing on the Original Closing Date, to but not including the Amendment and Restatement Date, the Loans outstanding under the Existing Credit Agreement shall bear interest in accordance with the applicable terms and provisions specified in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date. [Any interest on the Initial Revolving Loan accrued pursuant to the Existing Credit Agreement shall be payable by the Authority on the first Interest Payment Date to occur hereunder. From an after the Amendment and Restatement Date, the Initial Revolving Loan shall (1) constitute a [Tax-Exempt][Taxable] Loan hereunder, (2) shall bear interest as set forth in the immediately succeeding clause (B) and (3) otherwise be payable as a [Tax-Exempt][Taxable] Loan pursuant to the terms and conditions hereof.]
(b) Tax-Exempt Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Tax-Exempt Rate. (c) Taxable Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Taxable Loan Rate.

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(d) The initial Tax-Exempt Rate or Taxable Loan Rate, as applicable, for a particular Revolving Loan shall be determined by the Lender on the Computation Date immediately preceding the related borrowing date; provided, however, that (i) if there are any Tax-Exempt Loans already outstanding on any borrowing date, such new Tax-Exempt Loan shall bear interest at the Tax-Exempt Rate then in effect and (ii) if there are any Taxable Loans already outstanding on any borrowing date, such new Taxable Loan shall bear interest at the Taxable Loan Rate then in effect[; provided, further, however, with respect to the Initial Revolving Loan, the initial Tax-Exempt Rate shall be determined on the Computation Date immediately preceding the Amendment and Restatement Date]. Following the determination of the initial rate, the applicable Tax-Exempt Rate or Taxable Loan Rate for the next succeeding Interest Accrual Period shall be determined by the Lender on the Computation Date immediately preceding such Interest Accrual Period, and such rate shall be effective on the immediately succeeding BSBY Index Rate Reset Date. Thereafter, the applicable Tax-Exempt Rate or Taxable Loan Rate shall be determined by the Lender on each Computation Date, and such rate shall be effective on the immediately succeeding BSBY Index Rate Reset Date. The Lender will consolidate the unpaid principal balance of the Tax-Exempt Loans so that all Tax-Exempt Loans bear interest at the same TaxExempt Rate and so there is only one (1) Interest Accrual Period in effect at any time for TaxExempt Loans. The Lender will consolidate the unpaid principal balance of the Taxable Loans so that all Taxable Loans bear interest at the same Taxable Loan Rate and so that there is only one (1) Interest Accrual Period in effect at any time for Taxable Loans.

Section 2.08. Pledge of Authority Revenues and Obligations Absolute. (a) The Authority hereby pledges the Authority Revenues to secure the payment of the principal of, premium, if any and interest on the Revolving Notes and the payment of all other amounts payable by the Authority under this Agreement. This pledge shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery of the Revolving Notes, without any physical delivery thereof or further act. (b) In addition, the Authority hereby grants a security interest in and assigns to the Lender all of the right, title and interest of the Authority in the Installment Sale Agreement as security for the repayment of all amounts payable under the Revolving Notes and under this Agreement. The Lender shall be entitled to and shall collect and receive all of the Authority Revenues, and any Authority Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Lender and shall forthwith be paid by the Authority to the Lender. The Lender shall also be entitled to take all steps, actions and proceedings reasonably necessary in its judgment to enforce all of the rights of the Authority and all of the obligations of the City under the Installment Sale Agreement. (c) The City hereby acknowledges the foregoing pledge of the Authority Revenues and all of the rights, title and interest of the Authority in the Installment Sale Agreement. The City agrees to pay the Authority Revenues to the Lender to the extent amounts are owed hereunder and/or under the Revolving Notes. None of the obligations of the Authority hereunder or under the Revolving Notes shall be a debt of the City within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City, and the Authority shall not be liable for the payment of any amounts hereunder or under the Revolving Notes out of any money of the Authority other than the Authority Revenues.

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(d) The payment obligations of the Authority under this Agreement shall be unconditional and irrevocable obligations of the Authority, payable solely from Authority Revenues and paid strictly in accordance with the terms of this Agreement under all circumstances, including without limitation the following: (i) any lack of validity or enforceability of the Related Documents or any provision thereof; (ii) any amendment or waiver of or any consent to departure from all or any of the Related Documents; (iii) the existence of any claim, set off, defense or other right which the Authority may have at any time against the Lender, or any other Person, whether in connection with the Related Documents, the transactions contemplated herein or therein or any unrelated transaction; or (iv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 2.09. Fees.
(a) Undrawn Commitment Fee. (i) For the period commencing on the Original Closing Date to but not including the Amendment and Restatement Date, the Authority agrees to pay to the Lender a commitment fee in accordance with the applicable terms and provisions specified in the Existing Credit Agreement as in effect from time to time prior to the Amendment and Restatement Date. Such commitment fees shall be payable by the Authority on July 3, 2023. The Authority and the City each acknowledge and agree that all fees previously paid to the Lender under the Existing Credit Agreement were fully earned and nonrefundable. (ii) For the period commencing on and including the Amendment and Restatement Date, the Authority shall pay to the Lender a per annum fee equal to the Undrawn Commitment Fee (computed on the basis of a 360-day year, actual days elapsed) on the average daily Available Commitment, which fee shall be due and payable by the Authority quarterly in arrears on the first Business Day of each April, July, October and January of each calendar year (beginning on the first such date to occur after the Closing Date) and on the Commitment Termination Date, or such earlier date on which the Commitment may be terminated in accordance with the terms of this Agreement. (b) Reserved.
(c) Termination or Reduction Fee. The Authority shall pay to the Lender a Termination Fee in connection with a termination or reduction of the Commitment prior to the first anniversary of the Amendment and Restatement Date, in an amount equal to the applicable Termination Fee, payable on the date of such termination or reduction; provided that, anything herein to the contrary notwithstanding, no Termination Fee shall be payable by the Authority if (i) the Commitment is terminated following a request by the Lender for increased costs pursuant to Section 2.03. hereof, or (ii) such termination is the result of the interest rate on Revolving Loans being converted to the Alternate Rate pursuant to Section 2.14 or 2.15 hereof. (d) Amendment, Consent or Waiver Fee. Upon each amendment hereof, consent or waiver hereunder or under any Loan Document, the Authority shall pay or cause to be paid attorneys’ fees and expenses, if any, incurred by the Lender in processing such amendment, consent or waiver and a fee to the Lender in a minimum amount of $2,500.

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(e) Costs, Expenses and Taxes. The Authority will promptly pay on demand (i) the reasonable fees, costs and expenses of the Lender incurred in connection with the preparation, negotiation, execution and delivery of this Agreement, the Revolving Notes and the other Loan Documents, (ii) the fees (in an amount not to exceed $15,000) and disbursements of Chapman and Cutler LLP, counsel to the Lender, incurred in connection with the preparation, execution and delivery of this Agreement, (iii) the reasonable fees and disbursements of counsel or other reasonably required consultants to the Lender with respect to advising the Lender as to the rights and responsibilities under this Agreement and the other Loan Documents after the occurrence of any Default or alleged Default hereunder, or an Event of Default, (iv) all reasonable costs and expenses, if any, in connection with any waiver or amendment of, or the giving of any approval or consent under, or any response thereto or the enforcement of this Agreement, the other Loan Documents and any other documents which may be delivered in connection herewith or therewith, including in each case the reasonable fees and disbursements of counsel to the Lender or other reasonably required consultants and (v) any amounts advanced by or on behalf of the Lender to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Loan Document, together with interest at the Default Rate. In addition, the Authority shall pay any and all stamp taxes, transfer taxes, documentary taxes, and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement (other than taxes based on the net income of the Lender) and agrees, to extent permitted by applicable law and public policy, to indemnify and hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes and fees, including interest and penalties thereon. In addition, the Authority agrees to pay, after the occurrence of a Default, alleged Default or an Event of Default, all reasonable costs and expenses (including attorneys’ fees and costs of settlement) incurred by the Lender in enforcing any obligations or in collecting any payments due from the Authority hereunder by reason of such Default, alleged Default or Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “workout” or of any collection, insolvency, bankruptcy proceedings or other enforcement proceedings resulting therefrom.

Section 2.10. Extension of Maturity Date. The Authority may request an extension of the Maturity Date in writing in the form of Exhibit E hereto not more than one hundred twenty (120) days prior to the then current Maturity Date. The Lender will make reasonable efforts to respond to such request within sixty (60) days after receipt of all information necessary, in the Lender’s judgment, to permit the Lender to make an informed credit decision. If the Lender fails to definitively respond to such request within such sixty (60) day period, the Lender shall be deemed to have refused to grant the extension requested. The Lender may, in its sole and absolute discretion, decide to accept or reject any such proposed extension and no extension shall become effective unless the Lender shall have consented thereto in writing in the form of Exhibit F hereto or otherwise. The Lender’s consent, if granted, shall be conditioned upon the preparation, execution and delivery of documentation in form and substance satisfactory to the Lender (which may include, but shall not be limited to the delivery of a “no adverse effect opinion” of Bond Counsel to the Lender with respect to the tax-exempt status of the Revolving Notes).

Section 2.11. Payments Due on Non-Business Days. In any case where the date of any payment due shall not be a Business Day, then payment need not be made on such date but shall Packet Pg. 479 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -30-
be made on the next succeeding Business Day, with the same force and effect as if made on the date due, with interest to accrue to the date of such payment.

Section 2.12. Breakage Expenses. In the event the Lender shall incur any loss, cost, or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by the Lender or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to the Lender) as a result of any prepayment of the Revolving Loans, including any loss, cost, or expense resulting from prepayment on a day other than an BSBY Index Rate Reset Date (the “Breakage Expenses”), for any reason, whether before or after a Default, and whether or not such payment is required by any provision of this Agreement or the Related Documents, then upon the demand of the Lender, the Authority shall pay to the Lender a prepayment, redemption or conversion premium, as applicable, in such amount as will reimburse the Lender for such Breakage Expenses. If the Lender requests such Breakage Expenses it shall provide to the Authority a certificate setting forth the computation of the Breakage Expenses in reasonable detail and such certificate shall be conclusive if reasonably determined.

Section 2.13. Reduction and Termination. (a) Subject to the provisions of Section 2.09(c) hereof, the Available Commitment shall be reduced from time to time as requested by the Authority within ten (10) days of the Authority’s written notice to the Lender requesting such reduction in the form of Exhibit G hereto; provided, that (i) each such reduction amount shall be in an amount equal to $1,000,000 or an integral multiple thereof, and (ii) any reduction in the Available Commitment shall not be effective until the Lender delivers to the Authority a notice in the form attached hereto as Exhibit H reflecting such reduction. (b) Subject to the provisions of Section 2.09(c) hereof, the Authority may at any time and at its sole option terminate the Commitment upon ten (10) Business Days’ prior written notice to the Lender in the form of Exhibit G hereto. As a condition to any such termination, the Authority shall pay or cause to be paid all Obligations due and owing to the Lender at such time.

Section 2.14. Illegality. If the Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender to make, maintain or fund Revolving Loans whose interest is determined by reference to BSBY, or to determine or charge interest rates based upon BSBY, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by the Lender to the Authority, any obligation of the Lender to make Revolving Loans with reference to BSBY shall be suspended until the Lender notifies the Authority that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Authority shall, upon demand from the Lender convert the interest on all Revolving Loans to Revolving Loans that bear interest at the Alternate Rate, either on the BSBY Index Rate Reset Date relating to such Revolving Loans, if the Lender may lawfully continue to maintain such Advances until such day, and if the Lender may not lawfully continue to maintain Revolving Loans through the BSBY Index Rate Reset Date therefor, then immediately upon demand. Upon any such conversion, the Authority shall also pay accrued interest on the amount so converted on the date of such conversion.

Packet Pg. 480 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -31-
Section 2.15. Adequacy of Interest Rate. (a) Notwithstanding anything to the contrary in this Agreement or any other Related Document, but in any event subject to Sections 2.05 and 2.07 hereof, if the Lender determines (which determination shall be conclusive absent manifest error) that:
(i) deposits of a type and maturity appropriate to match fund Revolving Loans bearing interest at the Taxable Loan Rate or Tax-Exempt Rate are not available to the Lender in the relevant market, or
(ii) the Taxable Loan Rate or Tax-Exempt Rate applicable to Revolving Loans is not ascertainable or available (including, without limitation, because the applicable Reuters Screen (or on any successor or substitute page on such screen) is unavailable) or does not adequately and fairly reflect the cost of making Revolving Loans at the Taxable Loan Rate or Tax-Exempt Rate,
then the Lender shall suspend the availability of the Taxable Loan Rate or Tax-Exempt Rate and require any affected Revolving Loans be repaid or converted to bearing interest at the Alternate Rate.
(b) Inability to Determine Rates. (i) If the Lender determines in its sole discretion that for any reason in connection with any Revolving Loan or a conversion to or continuation thereof that (A) the administrator of the BSBY Rate (or any substitute index which replaces the BSBY Rate (the BSBY Rate or such replacement, the “Benchmark”)) has made a public statement that such Benchmark will no longer be provided, (B) the administrator of the Benchmark has announced that such Benchmark is no longer representative or (C) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to exist, the Lender will promptly so notify the City and the Authority. Upon such determination, the obligation of the Lender to make or maintain Revolving Loans whose interest is determined by reference to the BSBY Rate shall be suspended until the Lender revokes such notice. The Lender will replace such Benchmark with a replacement rate. In the case of the BSBY Rate, such replacement rate will be Term SOFR; provided that if the Lender determines in its sole discretion that Term SOFR is not available for the applicable Revolving Loan at the time of such replacement, then such replacement rate will be Daily Simple SOFR. In connection with the selection and implementation of any such replacement rate, the Lender may make any technical, administrative or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such replacement rate. The Lender’s internal records of applicable interest rates shall be determinative in the absence of manifest error. If the alternate rate of interest determined pursuant to this Section 2.15(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. For purposes of this Agreement, (1) “Board” means the Board of Governors of the Federal Reserve System together with any committees convened by the Board of Governors of the Federal Reserve System, (2) “SOFR” means the secured overnight financing rate which is published by the Board and available at www.newyorkfed.org; (3) “Term SOFR” means the greater of (x) zero percent (0%) and (y) a forward-looking term rate based on SOFR and recommended by the Board plus 0.11448% (11.448 basis points) for a one-month tenor; and (4) “Daily Simple SOFR” means the greater of (x) zero percent (0%) and (y) a daily rate based on Packet Pg. 481 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -32-
SOFR and determined by the Lender in accordance with the conventions for such rate selected by the Lender, plus 0.11448% (11.448 basis points).
(ii) Opinion or Tax Gross-up Required. Upon the transition from a Benchmark to a replacement rate, either: (1) the Authority, at its own expense, will deliver to the Lender an opinion of Bond Counsel acceptable to the Lender that the replacement of a Benchmark with a replacement rate does not adversely affect the exclusion from gross income of interest on the Tax-Exempt Revolving Loans for the Lender or any other holder of the TaxExempt Note; or (2) if no such opinion is delivered to the Lender on the effective date of such replacement, a Determination of Taxability shall have been deemed to have occurred and, thereafter, any outstanding Tax-Exempt Revolving Loan shall bear interest at the Taxable Rate.

ARTICLE III

CONDITIONS PRECEDENT
Section 3.01. Documentary Requirements for Agreement to Extend Credit. The obligation of the Lender to continue to extend credit as contemplated by this Agreement is subject to the conditions precedent that the Lender shall have received, on or before the Amendment and Restatement Date, the items listed below in this Section, each dated and in form and substance as is satisfactory to the Lender and its counsel.
(a) A true and correct copy of the resolution approving the execution, delivery and performance of this Agreement and the Related Documents, certified by a duly authorized officer of the Authority and/or the City, as applicable, on the Amendment and Restatement Date, which certificate shall state that such resolution has not been amended, repealed or rescinded, and is in full force and effect on the Amendment and Restatement Date;
(b) An executed copy of this Agreement;
(c) A certificate by an officer of each of the Authority and the City certifying the names and signatures of the persons authorized to sign, on behalf of the City and the Authority, the Loan Documents to which it is a party and the other documents to be delivered by it hereunder or thereunder;
(d) An opinion of counsel to the City and the Authority; (e) An opinion of Bond Counsel;
(f) Written confirmation (which may be in the form of one or more screenshots) of the Obligor Ratings as of the Amendment and Restatement Date; Packet Pg. 482 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -33-
(g) A certificate signed by the Authority and the City, stating that on and as of the Amendment and Restatement Date (i) the Authority and the City are each in compliance with all of the terms and provisions of the Related Documents; (ii) each representation and warranty on the part of each of the City and the Authority contained in the Related Documents is true and correct as though made on and as of the Amendment and Restatement Date; (iii) no Default or Event of Default has occurred and is continuing or would result from the execution or performance of the Related Documents to which the City or the Authority is a party; and (iv) no petition by or against the City or the Authority has at any time been filed under the United States Bankruptcy Code or under any similar Law;
(h) Payment of the reasonable fees and expenses of the Lender and counsel to the Lender incurred in connection with the transactions contemplated by the Loan Documents, subject to the limitations otherwise provided herein; and (i) Such other instruments, documents and opinions as the Lender shall reasonably require to comply with the provisions of the Related Documents and the requirements of any Governmental Authority to which the Lender, the City or the Authority is subject.

Section 3.02. Credit Requirements. Prior to the Amendment and Restatement Date, the Lender shall have determined, in its sole discretion, based in part upon the information and reports submitted by the City or the Authority, that the City and the Authority has met the Lender’s credit requirements.

Section 3.03. Conditions Precedent to Each Advance Hereunder. The obligation of the Lender to make an Advance hereunder shall be subject to (a) receipt by the Lender, at least two (2) Business Days prior to the date the Advance is to be funded, of a duly completed Request for Advance, which shall include the following certifications: (i) each representation and warranty on the part of the City and the Authority contained in the Loan Documents is true and correct as though made on and as of the date of the Advance; provided, that with respect to Section 4.01(e),

4.02(e) and 4.02(i), such representations and warranties shall be true and correct as of the Amendment and Restatement Date; provided, further, that with respect to Section 4.02(j), such representation and warranty shall be deemed to refer to the most recent financial statements delivered pursuant to Section 5.02(a)(i) hereof; and (ii) no Default or Event of Default has occurred and is continuing or would result from funding the Advance, and (b) if the Advance is in respect of a Tax-Exempt Loan, (i) satisfaction of the condition that none of the City, the Authority or the Lender shall have received written notice from Bond Counsel to the effect that the tax opinion delivered pursuant to Section 3.04 hereof may no longer be relied upon, and (ii) receipt by the Lender of a copy of a completed Form 8038-G to be filed by the City and the Authority, but only in the event that a new Form 8038-G is required by Bond Counsel.

Section 3.04. Conditions Precedent to the Initial Tax-Exempt Loan. The obligation of the Lender to make an Advance hereunder relating to the making of the initial Tax-Exempt Loan hereunder shall be subject to receipt by the Lender, at least two (2) Business Days prior to the date such Advance is to be funded, of (a) a duly completed Request for Advance in the form required Packet Pg. 483 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -34-
by Section 3.03 hereof, (b) a tax opinion of Bond Counsel with regard to interest on each TaxExempt Loan made or to be made hereunder, in form and substance satisfactory to the Lender, and (c) a copy of a completed Form 8038-G to be filed by the City and the Authority.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties of the Authority. The Authority represents and warrants that:
(a) Organization and Powers. The Authority (a) is a joint exercise of powers authority duly formed and existing under the Joint Powers Agreement and the Act, (b) has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, (c) has all required power and authority to execute, deliver and perform its obligations under this Agreement and the Loan Documents to which it is a party and (d) is licensed or qualified to do business in each jurisdiction where the ownership of property or the conduct of its business requires such qualifications.
(b) Authorization; Contravention. The adoption, execution, delivery and performance by the Authority of the Loan Documents to which it is a party and the making of the borrowings hereunder are within the Authority’s power and authority, have been duly authorized by all necessary action by the Authority and do not contravene, or result in the violation of or constitute a default under, any provision of the Constitution of the State of California or any applicable law or regulation, or any order, rule or regulation of any court, governmental agency or instrumentality or any agreement, resolution or instrument to which the Authority is a party or by which it or any of its property is bound. (c) Governmental Consent or Approval. No authorization, consent, approval, permit, license, exemption of or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality is or will be necessary for the valid execution, delivery or performance by the Authority of the Loan Documents to which it is a party except such consents, authorizations, orders and approvals (copies of which have been furnished to the Lender) as have been obtained, were validly issued and are in full force and effect.
(d) Binding Effect. This Agreement and each Revolving Note each have been duly executed by the Authority and delivered in accordance with this Agreement and the Loan Documents. Each of the Loan Documents to which the Authority is a party has been duly executed and delivered by or on behalf of the Authority. Each of the Loan Documents to which the Authority is a party constitute valid and binding obligations of the Authority enforceable in accordance with their respective terms against the Authority, except as such enforceability may be limited to (i) bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally, (ii) general principles of equity, (iii) the exercise of Packet Pg. 484 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -35-
judicial discretion in appropriate cases, and (iv) the limitations on legal remedies against joint powers authorities in the State of California.
(e) Litigation. As of the Amendment and Restatement Date, except as disclosed in writing by the Authority to the Lender prior to the Amendment and Restatement Date, there are no actions, suits or proceedings pending with service of process accomplished or, to the best of the knowledge of the Authority, threatened in writing, against or affecting the Authority or relating to the Loan Documents, in any court or before or by any governmental department, agency or instrumentality in which there is a reasonable possibility of any adverse decision which could have a Material Adverse Effect (together with the litigation described in Section 4.02(e), “Material Litigation”). (f) Compliance; No Default. No “event of default” specified in any of the Loan Documents to which the Authority is a party and no event which, with the giving of notice or lapse of time or both would become such an event of default, has occurred and is continuing.
(g) Immunity. The Authority is not entitled to claim immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) with respect to itself or its revenues (irrespective of their use or intended use) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or (iii) execution or enforcement of any judgment to which it or its revenues might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Related Document, and no such immunity (whether or not claimed) may be attributed to the Authority or its revenues.
(h) Security for the Obligations. To secure the obligations of the Authority hereunder, the Authority has assigned and granted a first priority, perfected security interest in all of its rights, title and interest in the Installment Sale Agreement, together with the Installment Payments thereunder, to the Lender.
(i) Information. All information supplied and statements and representations made to the Lender by an authorized Person on behalf of the Authority in any financial, credit or accounting statement, application for credit or other statement or document furnished to the Lender in connection with this Agreement, whether prior to, contemporaneously with or subsequent to the execution hereof, and any certificate, document, schedule or other writing furnished to the Lender pursuant to this Agreement or in response to a request made by the Lender pursuant to this Agreement, are and will be, when furnished in all material respects true, complete, correct, valid, genuine and what they purport or are represented to be.
(j) Incorporation of Representations and Warranties by Reference. The Authority hereby makes to the Lender the same representations and warranties made by the Authority in each Related Document to which it is a party, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated Packet Pg. 485 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -36-
by reference for the benefit of the Lender with the same effect as if each and every such representation and warranty and defined term were set forth herein in its entirety. No amendment to such representations and warranties or defined terms made pursuant to any Related Document shall be effective to amend such representations and warranties and defined terms as incorporated by reference herein without the prior written consent of the Lender.
(k) Regulation U. The Authority is not entering into this Agreement and the transactions contemplated hereby for the purpose of purchasing or carrying Margin Stock as defined in Regulation U of the Board of Governors of the Federal Reserve System. (l) Usury. Assuming that the Lender is an exempted class of persons within the meaning of Article 15 of the California Constitution, the terms of this Agreement and the Loan Documents regarding the calculation and payment of interest and fees do not violate any applicable usury laws of the State of California. (m) No Proposed Legal Changes. As of the Amendment and Restatement Date, except as previously disclosed in writing to the Lender, to the knowledge of the Authority’s Treasurer since the Closing Date no amendment to the Constitution of the State of California or any published administrative interpretation of the Constitution of the State of California and no law has been enacted and no final and non-appealable judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a Material Adverse Effect.
(n) Anti-Terrorism Representations.
(i) The Authority is not in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Patriot Act;
(ii) The Authority is not any of the following:
(A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(C) a Person with which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (E) a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Packet Pg. 486 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -37-
Foreign Asset Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list; (o) Compliance with Applicable Law. The Authority is incompliance in all material respects with the requirements of all applicable law, including all governmental approvals, except in such instances in which (i) such requirement of applicable law is being contested in good faith by appropriate proceedings diligently conducted by or on behalf of the Authority or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
(p) Employee Benefit Plans. The Authority does not maintain or contribute to, and has not maintained or contributed to, an employee pension benefit plan that is subject to Title IV of ERISA.
(q) Anti-Corruption Laws; Sanctions. The Authority and its officers and employees and to the knowledge of the Authority, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

Neither the Authority nor to the knowledge of the Authority nor any of its directors, officers or employees is a Sanctioned Person. No Loan, use of the proceeds of any Loan or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Authority is in compliance in all material respects with the Patriot Act.

Section 4.02. Representations and Warranties of the City. The City represents and warrants that:
(a) Organization and Powers. The City (a) is a municipal corporation duly organized and existing under the Constitution and laws of the State of California, (b) has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, (c) has all required power and authority to execute, deliver and perform its obligations under this Agreement and the Related Documents to which it is a party and (d) is licensed or qualified to do business in each jurisdiction where the ownership of property or the conduct of its business requires such qualifications.
(b) Authorization, Contravention. The adoption, execution, delivery and performance by the City of the Related Documents to which it is a party are within the City’s power and authority, have been duly authorized by all necessary action by the City and do not contravene, or result in the violation of or constitute a default under, any provision of the Constitution of the State of California or any applicable law or regulation, or any order, rule or regulation of any court, governmental agency or instrumentality or Packet Pg. 487 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -38-
any agreement, resolution or instrument to which the City is a party or by which it or any of its property is bound.
(c) Governmental Consent or Approval. No authorization, consent, approval, permit, license, exemption of or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality is or will be necessary for the valid execution, delivery or performance by the City of the Related Documents to which it is a party except such consents, authorizations, orders and approvals (copies of which have been furnished to the Lender) as have been obtained, were validly issued and are in full force and effect.
(d) Binding Effect. Each of the Loan Documents to which the City is a party has been duly executed and delivered by or on behalf of the City. Each of the Related Documents to which the City is a party constitute valid and binding obligations of the City enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally, (ii) general principles of equity, (iii) the exercise of judicial discretion in appropriate cases, and (iv) the limitations on legal remedies against cities in the State of California.
(e) Litigation. On the Amendment and Restatement Date, except as disclosed in writing to the Lender prior to the Amendment and Restatement Date, there are no actions, suits or proceedings pending with service of process accomplished or, to the best of the knowledge of the City, threatened in writing, against or affecting the City or relating to the Related Documents, in any court or before or by any governmental department, agency or instrumentality in which there is a reasonable possibility of any adverse decision which could have a Material Adverse Effect (together with the litigation described in Section 4.01(e), “Material Litigation”).
(f) Compliance; No Default. No “event of default” specified in any of the Related Documents to which the City is a party and no event which, with the giving of notice or lapse of time or both would become such an event of default, has occurred and is continuing.
(g) Immunity. The City is not entitled to claim immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) with respect to itself or the Net Revenues (irrespective of their use or intended use) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or (iii) execution or enforcement of any judgment to which it or its revenues might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Related Document, and no such immunity (whether or not claimed) may be attributed to the City. (h) Security for the Obligations. The Installment Sale Agreement and the Installment Payments owing thereunder are secured by a pledge of and Lien on Net Packet Pg. 488 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -39-
Revenues, subject only to the Lien on Net Revenues securing amounts owed under the Senior Lien Obligations.
(i) Environmental Laws. As of the Amendment and Restatement Date, except as disclosed in writing to the Lender prior to the Amendment and Restatement Date, the City has not received notice to the effect that its operations are not in compliance with any of the requirements of applicable Environmental Laws, or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any Hazardous Materials into the environment, which noncompliance or remedial action would have a Material Adverse Effect.
(j) Financial Information. The balance sheet of the City as at June 30, 2022, and the related statement of revenues, expenses and changes in net assets and statement of cash flows for the Fiscal Year then ended, copies of all of which have been delivered to the Lender, fairly present the financial position of the City at such date and the results of its operations and changes in financial position for the Fiscal Year then ended, in conformity with generally accepted accounting principles consistently applied (except as stated therein). As of the Amendment and Restatement Date, since the date of such financial statements, except as disclosed to the Lender prior to the Amendment and Restatement Date, there has been no Material Adverse Change.
(k) Information. All information supplied and statements and representations made to the Lender by an authorized Person on behalf of the City in any financial, credit or accounting statement, application for credit or other statement or document furnished to the Lender in connection with this Agreement, whether prior to, contemporaneously with or subsequent to the execution hereof, and any certificate, document, schedule or other writing furnished to the Lender pursuant to this Agreement or in response to a request made by the Lender pursuant to this Agreement, are and will be, when furnished in all material respects true, complete, correct, valid, genuine and what they purport or are represented to be.
(l) Incorporation of Representations and Warranties by Reference. The City hereby makes to the Lender the same representations and warranties made by the City in each Related Document to which it is a party, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference for the benefit of the Lender with the same effect as if each and every such representation and warranty and defined term were set forth herein in its entirety. No amendment to such representations and warranties or defined terms made pursuant to any Related Document shall be effective to amend such representations and warranties and defined terms as incorporated by reference herein without the prior written consent of the Lender. (m) Regulation U. The City is not entering into this Agreement and the transactions contemplated hereby for the purpose of purchasing or carrying margin stock as defined in Regulation U of the Board of Governors of the Federal Reserve System. (n) Usury. Assuming that the Lender is an exempted class of persons within the meaning of Article 15 of the California Constitution, the terms of this Agreement and Packet Pg. 489 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -40-
the Loan Documents regarding the calculation and payment of interest and fees do not violate any applicable usury laws of the State of California. (o) No Proposed Legal Changes. As of the Amendment and Restatement Date, except as previously disclosed in writing to the Lender, to the knowledge of the City’s Finance Director since the Amendment and Restatement Date no amendment to the Constitution of the State of California or any published administrative interpretation of the Constitution of the State of California and no law has been enacted and no final and nonappealable judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a Material Adverse Effect. (p) Anti-Terrorism Representations.
(i) The City is not in violation of any Anti-Terrorism Laws; (ii) The City is not any of the following:
(A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(C) a Person with which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (E) a Person that is named as a “specially designated national and blocked person” on the most current list published by the OFAC or any list of Persons issued by OF AC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list;
(q) Compliance with Applicable Law. The City in compliance in all material respects with the requirements of all applicable law, including all governmental approvals, except in such instances in which (i) such requirement of applicable law is being contested in good faith by appropriate proceedings diligently conducted by or on behalf of the City or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
(r) Insurance. The City currently maintains insurance with respect to the Electric System of such type and in such amounts or in excess of such amounts as are customarily carried by, and insures against such risks as are customarily insured against by, Persons and projects of like type, size and character.

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(s) Employee Benefit Plans. The City does not maintain or contribute to, and has not maintained or contributed to, an employee pension benefit plan that is subject to Title IV or ERISA.
(t) Anti-Corruption Laws; Sanctions. The City and its officers and employees and to the knowledge of the City, its directors and agents, are in compliance with AntiCorruption Laws and applicable Sanctions in all material respects. Neither the City nor to the knowledge of the City nor any of its directors, officers or employees is a Sanctioned Person. No Loan, use of the proceeds of any Loan or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.

The City is in compliance in all material respects with the Patriot Act.

ARTICLE V

COVENANTS OF THE AUTHORITY
Section 5.01. Covenants of the Authority. The Authority covenants and agrees with the Lender that it will do the following so long as any amounts may be drawn hereunder and for so long as any amounts are owing to the Lender hereunder or under the Revolving Notes, unless the Lender shall otherwise consent in writing:
(a) Information. The Authority covenants and agrees that, at all times from and after the Original Closing Date until the Maturity Date and until payment in full of all amounts due and owing to the Lender hereunder, the Authority will deliver to the Lender:
(i) Amendments. Promptly after the adoption thereof, copies of any amendments of or supplements to any of the Loan Documents. (ii) Other Information. Such other information regarding the Authority as the Lender may reasonably request.
(b) Notices.
(i) Notice of Default. The Authority shall provide to the Lender prompt notice by telephone, promptly confirmed in writing, of any Default or Event of Default.
(ii) Notice of Material Adverse Change, Material Adverse Effect and Taxable Date. The Authority shall provide to the Lender in writing, promptly upon learning thereof, notice of any event that could reasonably be expected to result in a Material Adverse Change, any Taxable Date and any event which could Packet Pg. 491 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -42-
reasonably be expected to have a Material Adverse Effect or could reasonably be expected to cause a Taxable Date to occur.
(iii) Litigation and other Notices. The Authority shall provide to the Lender in writing, promptly upon learning thereof, notice of any criminal investigation or proceeding by a Governmental Authority involving the criminal conduct of the Authority or the criminal conduct of any officer or managerial employee of the Authority related to the official duties of such officer or managerial employee.
(c) No Amendment of Loan Documents. The Authority will not permit or consent to any amendment to or modification, waiver, or termination of any of the Loan Documents without the prior written consent of the Bank. (d) Related Obligations and Incorporation of Covenants. The covenants of the Authority set forth in the Loan Documents to which it is a party, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety for the benefit of the Lender and shall be enforceable by the Lender against the Authority. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. To the extent that any such incorporated provision permits any Person to waive compliance with or consent to such provision or requires that a document, opinion, report or other instrument or any event or condition be acceptable or satisfactory to any Person, for purposes of this Agreement, such compliance shall be waived, or such provision shall be consented to, only if it is waived or consented to, as the case may be, by the Lender and such document, opinion, report or other instrument shall be acceptable or satisfactory only if acceptable or satisfactory to the Lender. No amendment to such covenants (or the defined terms relating thereto) made pursuant to the Loan Documents shall be effective to amend such incorporated covenants without the written consent of the Lender. Notwithstanding the termination or expiration of any Related Document, the Authority shall, unless such Related Document has terminated or expired in accordance with its terms and has been replaced by a new Related Document, continue to observe the covenants therein contained for the benefit of the Lender until the termination of this Agreement. (e) Taxes and Liabilities. The Authority will pay or cause to be paid and discharged (a) all its indebtedness and obligations promptly and in accordance with their terms to the extent that such failure to pay or discharge would adversely affect the rights of the Lender hereunder or under the Loan Documents or the ability of the Authority to perform its obligations under the Revolving Notes or this Agreement and (b) promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, in each case before the same shall become in default which, if not paid, would likely have a Material Adverse Effect.

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(f) Further Assurances. The Authority will at any and all times, insofar as it may be authorized so to do by law, pass, make, do, execute, acknowledge and deliver all and every such further resolutions, acts, deeds, conveyances, assignments, recordings, filings, transfers and assurances as may be necessary or, in the reasonable judgment of the Lender, desirable for the better assuring, conveying, granting, assigning, and confirming all and singular the rights, revenues, and other funds hereby pledged or assigned to the payment of the Note, or intended so to be, of which the Authority may become bound to pledge or assign. From time to time hereafter, the Authority will execute and deliver such additional instruments, certificates or documents, and will take all such actions as the Lender may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and each of the other Loan Documents or for the purpose of more fully perfecting or renewing the Lender’s rights with respect to any rights, properties or assets subject to such documents pursuant hereto or thereto. (g) Most Favored Lender. From and after the Original Closing Date, in the event that the City or the Authority has entered or shall enter into or otherwise consent to any agreement or instrument relating to the issuance of Debt payable from or secured by Net Revenues on a parity with the Loans (or any amendment, supplement or modification thereto) (each a “Relevant Agreement”) under which any Person undertakes to make loans, to refinance or restructure existing Debt payable from or secured by Net Revenues on a parity with the Loans or to extend credit or liquidity to the City or the Authority or pursuant to which the City or Authority and a Person agree to an Interest Rate Swap Agreement payable from or secured by Net Revenues on a parity with the Loans or other similar arrangement, which Relevant Agreement (i) provides such Person with a covenant, provision or agreement which is more restrictive, as to the City or the Authority, (ii) provides for additional events of default, or (iii) gives or grants greater rights or remedies to such Person (each, a “Favored Covenant”) than, in the case of (i), are undertaken by the City or the Authority herein or, in the case of (ii) and (iii), are given or granted to the Lender herein, then each such Favored Covenant shall automatically be deemed to be incorporated into this Agreement and the Lender shall have the benefits of each such Favored Covenant as if specifically set forth in this Agreement for the duration of such Relevant Agreement. The Authority shall give the Lender notice and a copy of any Relevant Agreement prior to entering into such Relevant Agreement. If necessary, the City and the Authority shall promptly enter into an amendment to this Agreement to include the Favored Covenant; provided that the Lender shall maintain the benefit of such Favored Covenant even if the City and the Authority fail to provide such amendment. The Authority hereby represents and warrants that on the Amendment and Restatement Date it is not party to (and, for the period from and including the Original Closing Date to and including the Amendment and Restatement Date, has not been a party to) a Relevant Agreement that contains more restrictive covenants than those contained in this Agreement. (h) Maintenance of Books and Records. The Authority shall keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities related to the Installment Sale Agreement.

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(i) Exempt Status. The Authority shall not take any action or omit to take any action that, if taken or omitted, would adversely affect the excludability of interest on the Tax-Exempt Note from the gross income of the Lender thereof for purposes of federal income taxation under the Code.
(j) Licenses, Permits, Etc. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction in the matter which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations hereunder and under the other Loan Documents to which it is a party have been and shall at all times in all material respects be duly maintained and complied with by the Authority.
(k) Laws and Contracts. The Authority shall do all things necessary to maintain and comply with all necessary authorizations, approvals, consents and rights material for the conduct of its business as it is presently being conducted and the ownership and operations of its facilities as they are presently being operated and comply in all material respects with all present and future laws (including Environmental Laws, Anti-Corruption Laws and applicable Sanctions), statutes, rules, regulations, codes, ordinances, orders, writs, judgments, decrees, awards, injunctions, restrictive covenants and requirements binding upon or applicable to it, its assets or its operations to the extent that a failure to so maintain or comply would materially and adversely affect (in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the Authority to perform its obligations under the Revolving Notes or this Agreement. The Authority shall comply in all material respects with any credit agreement, indenture, mortgage, agreement or other instrument to which it is a party or otherwise subject to the extent that a failure to comply would materially and adversely affect (in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the Authority to perform its obligations under the Revolving Notes or this Agreement. The Authority will promptly furnish copies of all default notices under any such laws and any outstanding contracts or agreements, a default under which would likely have a Material Adverse Effect. (l) Existence. The Authority shall maintain its existence. (m) Liens. The Authority shall not cause or permit there to be any Lien on its rights under the Installment Sale Agreement except for the Lien in favor of the Lender.

The Authority shall not assign or transfer any of its rights under the Installment Sale Agreement except to the Lender.
(n) Filing of Agreement. In the event that the Authority delivers this Agreement to the Municipal Securities Rulemaking Board, for filing with EMMA, the filed copy of this Agreement shall be redacted in a manner satisfactory to the Lender. (o) Immunity. The Authority irrevocably agrees that it will not assert or claim any immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of Packet Pg. 494 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -45-
injunction, order for specific performance or writ of mandamus or (iii) execution or enforcement of any judgment to which it might otherwise be entitled in any such action, suit or other proceeding, and the Authority hereby irrevocably waives, to the fullest extent permitted by applicable law all such immunity.
(p) Interest Rate Swap Agreements. The Authority shall at all times require that any termination fees payable in connection with any Interest Rate Swap Agreement entered into by the Authority and payable from and secured by payment of Authority Revenues, shall be subordinate to the payment of the Revolving Notes and the Obligations hereunder.

The Authority shall not provide any collateral to support the obligations of the Authority under any Interest Rate Swap Agreement entered into by the Authority and payable solely from Authority Revenues, other than a Lien on Authority Revenues. Except as set forth in the first sentence of this Section, the Authority shall at all times require that any Lien on Authority Revenues securing any Interest Rate Swap Agreement entered into by the Authority and payable from and secured by Authority Revenues, be on a parity with the Lien securing the Debt to which such Interest Rate Swap Agreement relates. (q) No Bond Rating; DTC; Offering Document; CUSIP. The Notes shall not be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document, (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service Bureau or (v) placed or offered by a broker-dealer in the capacity of an underwriter or a placement agent. (r) Use of Proceeds. The Authority shall not use or allow to be used, and its directors, officers, employees and agents shall not use or allow to be used, the proceeds of any of the Loans (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions.

Section 5.02. Covenants of the City. The City covenants and agrees with the Lender that it will do the following so long as any amounts may be drawn hereunder and for so long as any amounts are owing to the Lender hereunder or under the Revolving Notes, unless the Lender shall otherwise consent in writing:
(a) Information. The City covenants and agrees that, at all times from and after the Original Closing Date until the Maturity Date and until payment in full of all amounts due and owing to the Lender hereunder, the City will deliver to the Lender:
(i) as soon as available and in any event within 270 days after the end of each Fiscal Year of the City, (A) a copy of the annual audit report of the City, certified to the City as having been prepared in accordance with generally accepted accounting principles consistently applied by independent certified public accountants of recognized standing, including a balance sheet of the City as of the end of such Fiscal Year and related statement of revenues, expenses and changes in net assets and statement of cash flows for the Fiscal Year ended and (B) a letter Packet Pg. 495 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -46-
from a City Representative addressed to the Lender in the form of Exhibit I stating that no Default or Event of Default has come to his or her attention which was continuing at the end of such Fiscal Year or on the date of such letter, or, if such Default or Event of Default has come to such officer’s attention and was continuing at the end of such Fiscal Year or on the date of such letter, indicating the nature of such Default or Event of Default and the action which the City proposes to take with respect thereto.
(ii) as soon as practicable and in any event within 60 days after the end of the first three quarters of the Electric System for each Fiscal Year, the unaudited financial report of the Electric System as of the end of such fiscal quarter, which includes information as to actual financial results compared to results contemplated by an annual budget, prepared from the books and records of the Electric System on a consistent basis;
(iii) in connection with the delivery of the financial statements set forth in paragraph (i) of this Section 5.02(a), a certificate of a City Representative (i) to the effect that as of the date of such certificate no Default or Event of Default has occurred, or (ii) if a Default or Event of Default has occurred specifying the nature of such Default or Event of Default, the period of its existence, and the action which the City is taking or proposes to take with respect thereto unless such Default or Event of Default has previously been reported pursuant to Section 5.02(b)(i) below, and no change in the status of such Default or Event of Default has occurred; (iv) Budget. As soon as available, the annual capital and operating budgets of the Electric System for such upcoming Fiscal Year. Additionally, promptly after the adoption thereof, any amendments to the annual operating budget that could reasonably be expected to result in a Material Adverse Change. (v) Amendments. Promptly after the adoption thereof, copies of any amendments of or supplements to any of the Related Documents. (vi) Material Event Notices. Immediately following any dissemination, distribution or provision thereof to any Person, a copy of any Material Event Notice related to Parity Obligations disseminated, distributed or provided by the City in satisfaction of or as may be required by the provisions of Rule 15c2-12 promulgated pursuant to the Securities Exchange Act of 1934, as amended (17 C.F.R. Sec. 240 15c2-12), or any successor or similar legal requirement. (vii) EMMA Filings. Copies of all filings related to Parity Obligations required to be made by the City with EMMA promptly after such filings are made. (b) Notices.

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(i) Notice of Default. The City shall provide to the Lender prompt notice by telephone, promptly confirmed in writing, of any Default or Event of Default.
(ii) Notice of Material Adverse Change, Material Adverse Effect and Taxable Date. The City shall provide to the Lender in writing, promptly upon learning thereof, notice of any event that could reasonably be expected to result in a Material Adverse Change, any Taxable Date and any event which could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to cause a Taxable Date to occur.
(iii) Litigation and other Notices. The City shall provide to the Lender in writing, promptly upon learning thereof, notice of:
(c) No Amendment of Related Documents. The City will not permit or consent to any amendment to or modification, waiver, or termination of any of the Loan Documents without the prior written consent of the Bank, nor the City permit or consent to any such amendment, modification, waiver or termination of any of the other Related Documents which would be expected to have a Material Adverse Effect or which adversely affects the rights, interest, security or remedies of the Bank, in each case without the prior written consent of the Bank.
(d) Related Obligations and Incorporation of Covenants. The covenants of the City set forth in the Related Documents to which it is a party, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety for the benefit of the Lender and shall be enforceable by the Lender against the City. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. To the extent that any such incorporated provision permits any Person to waive compliance with or consent to such provision or requires that a document, opinion, report or other instrument or any event or condition be acceptable or satisfactory to any Person, for purposes of this Agreement, such compliance shall be waived, or such provision shall be consented to, only if it is waived or consented to, as the case may be, by the Lender and such document, opinion, report or other instrument shall be acceptable or satisfactory only if acceptable or satisfactory to the Lender. No amendment to such covenants (or the defined terms relating thereto) made pursuant to the Related Documents shall be effective to amend such incorporated covenants without the written consent of the Lender. Notwithstanding the termination or expiration of any Related Document, the City shall, unless such Related Document has terminated or expired in accordance with its terms and has been replaced by a new Related Document, continue to observe the covenants therein contained for the benefit of the Lender until the termination of this Agreement.
(e) Taxes and Liabilities. The City will pay or cause to be paid and discharged (a) all its indebtedness and obligations promptly and in accordance with their terms to the Packet Pg. 497 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -48-
extent that such failure to pay or discharge would adversely affect the rights of the Lender hereunder or under the Related Documents or the ability of the City to perform its obligations under this Agreement or the Related Documents to which it is a party and (b) promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, in each case before the same shall become in default which, if not paid, would likely result in a Material Adverse Effect.
(f) Further Assurances. The City will at any and all times, insofar as it may be authorized so to do by law, pass, make, do, execute, acknowledge and deliver all and every such further resolutions, acts, deeds, conveyances, assignments, recordings, filings, transfers and assurances as may be necessary or, in the reasonable judgment of the Lender, desirable for the better assuring, conveying, granting, assigning, and confirming all and singular the rights, revenues, and other fonds hereby pledged or assigned to the payment of the Revolving Notes, or intended so to be, of which the City may become bound to pledge or assign. From time to time hereafter, the City will execute and deliver such additional instruments, certificates or documents, and will take all such actions as the Lender may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and each of the other Related Documents or for the purpose of more fully perfecting or renewing the Lender’s rights with respect to any rights, properties or assets subject to such documents pursuant hereto or thereto. (g) Most Favored Lender. From and after the Original Closing Date, in the event that the City or the Authority has entered or shall enter into or otherwise consent to any agreement or instrument relating to the issuance of Debt payable from or secured by Net Revenues on a parity with the Loans (or any amendment, supplement or modification thereto) (each a “Relevant Agreement”) under which any Person undertakes to make loans, to refinance or restructure existing Debt payable from or secured by Net Revenues on a parity with the Loans or to extend credit or liquidity to the City or the Authority or pursuant to which the City or Authority and a Person agree to an Interest Rate Swap Agreement payable from or secured by Net Revenues on a Parity with the Loans or other similar arrangement, which Relevant Agreement (i) provides such Person with a covenant, provision or agreement which is more restrictive, as to the City or the Authority, (ii) provides for additional events of default, or (iii) gives or grants greater rights or remedies to such Person (each, a “Favored Covenant”) than, in the case of (i), are undertaken by the City or the Authority herein or, in the case of (ii) and (iii), are given or granted to the Lender herein, then each such Favored Covenant shall automatically be deemed to be incorporated into this Agreement and the Lender shall have the benefits of each such Favored Covenant as if specifically set forth in this Agreement for the duration of such Relevant Agreement. The City shall give the Lender notice and a copy of any Relevant Agreement prior to entering into such Relevant Agreement. If necessary, the City and the Authority shall promptly enter into an amendment to this Agreement to include the Favored Covenant; provided that the Lender shall maintain the benefit of such Favored Covenant even if the City and the Authority fail to provide such amendment. The City hereby represents and warrants that on the Amendment and Restatement Date it is not party to (and, for the period from and including the Original Closing Date to and including the Packet Pg. 498 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -49-
Amendment and Restatement Date, has not been a party to) a Relevant Agreement that contains more restrictive covenants than those contained in this Agreement. (h) Maintenance of Books and Records. The City shall keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities related to the Electric System and the Net Revenues.
(i) Reserved.
(j) Exempt Status. The City shall not take any action or omit to take any action that, if taken or omitted, would adversely affect the excludability of interest on the TaxExempt Notes from the gross income of the Lender thereof for purposes of federal income taxation under the Code.
(k) Licenses, Permits, Etc. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction in the matter which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of its obligations hereunder and under the other Related Documents to which it is a party have been and shall at all times in all material respects be duly maintained and complied with by the City.
(l) Laws and Contracts. The City shall do all things necessary to maintain and comply with all necessary authorizations, approvals, consents and rights material for the conduct of its business as it is presently being conducted and the ownership and operations of its facilities as they are presently being operated and comply in all material respects with all present and future laws (including Environmental Laws, Anti-Corruption Laws and applicable Sanctions), statutes, rules, regulations, codes, ordinances, orders, writs, judgments, decrees, awards, injunctions, restrictive covenants and requirements binding upon or applicable to it, its assets or its operations to the extent that a failure to so maintain or comply would materially and adversely affect (in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the City to perform its obligations under this Agreement. The City shall comply in all material respects with any credit agreement, indenture, mortgage, agreement or other instrument to which it is a party or otherwise subject to the extent that a failure to comply would materially and adversely affect (in the reasonable opinion of the Lender) the rights of the Lender hereunder or the ability of the City to perform its obligations under this Agreement. The City will promptly furnish copies of all default notices under any such laws and any outstanding contracts or agreements, a default under which would likely result in a Material Adverse Effect. (m) Existence. The City shall maintain its existence.
(n) Liens. The City shall not cause or permit there to be any Lien on the Net Revenues except for the Liens that secure the payment of Senior Lien Obligations and/or Parity Obligations.

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(o) Restrictions on Use of Note Proceeds. The Advances will be applied by the Authority to the purposes of financing or refinancing the eligible costs of Projects. (p) Reserved.
(q) Reserved.
(r) Filing of Agreement. In the event that the City delivers this Agreement to the Municipal Securities Rulemaking Board, for filing with EMMA, the filed copy of this Agreement shall be redacted in a manner satisfactory to the Lender. (s) Insurance. The City will at all times maintain insurance with respect to the Electric System of such type, and in such amounts or in excess of such amounts as are customarily carried by, and insuring against such risks as are customarily insured against by, Persons and projects of like type, size and character. (t) Rating Maintenance. The City shall cause at least one Rating Agency to assign the Obligor Rating until such time as all indebtedness secured by a lien on or payable from Net Revenues that has previously been assigned a rating by a Rating Agency is no longer outstanding.
(u) Rates. The City will at all times maintain rates and charges for the services furnished, provided and supplied by the Electric System which shall produce Revenues in each Fiscal Year from the Electric System sufficient:
(i) to pay the Maintenance and Operation Costs;
(ii) to produce Net Revenues of the Electric System, sufficient (x) to pay an amount equal to 110% of the principal of and interest on all Senior Lien Obligations for each Fiscal Year, and (y) to pay the amounts required to be deposited in any reserve or contingency fund created for the payment and security of any and all Senior Lien Obligations;
(iii) to produce Net Revenues of the Electric System (after satisfaction of the amounts required to be paid in clause (ii) above), equal to at least 100% of the maximum annual debt service for all Parity Obligations payable in any such Fiscal Year; and
(iv) to pay any other legal debt or obligation of the Electric System as and when the same shall become due.

For purposes of this Section 5.02(u), the foregoing clause (iii), the following assumptions shall apply: the Parity Obligations represented by the Loans shall be deemed to be (i) outstanding in an aggregate principal amount of $25,000,000 and amortized over a twenty (20) year period on the basis of level debt service, and (ii) bear interest at an assumed interest rate of 5% per annum.

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(v) Additional Debt. The City may at any time incur or issue additional Senior Lien Obligations or Parity Obligations, but only if (i) no Default or Event of Default has occurred and is continuing hereunder and (ii) the City shall have delivered to the Lender written evidence demonstrating that, upon the occurrence of such Debt based upon the Net Revenues for the prior Fiscal Year and without any modification of its then current rates and charges, the City will be in compliance with Section 5.02(u) hereof. (w) Immunity. The City irrevocably agrees that it will not assert or claim any immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or (iii) execution or enforcement of any judgment to which it might otherwise be entitled in any such action, suit or other proceeding, and the City hereby irrevocably waives, to the fullest extent permitted by applicable law, all such immunity.
(x) Capacity. The City shall at all times maintain the legal ability to issue Senior Lien Obligations in an amount equal to the sum of (i) the aggregate principal amount of all Loans outstanding plus (ii) the aggregate amount of accrued interest to maturity on all Revolving Notes plus (iii) any Obligations payable to the Bank hereunder or under any Related Document. Upon written request of the Bank, the City shall deliver a certificate demonstrating the ability of the City to satisfy the requirements of Section 5.02(v) hereof. (y) No Bond Rating; DTC; Offering Document; CUSIP. The Notes shall not be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document, (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service Bureau or (v) placed or offered by a broker-dealer in the capacity of an underwriter or a placement agent. (z) Use of Proceeds. The City shall not use or allow to be used, and its directors, officers, employees and agents shall not use or allow to be used, the proceeds of any of the Loans (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions.

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ARTICLE VI

EVENTS OF DEFAULT
Section 6.01. Events of Default. The occurrence of any of the following events (whatever the reason for such event and whether voluntary, involuntary, or effected by operation of Law) shall be an “Event of Default” hereunder, unless waived in writing by the Lender:
(a) (i) The Authority shall fail to pay when due any principal or interest on or with respect to any Revolving Note or any Loan or (ii) the Authority or the City shall fail to pay any fees or other amounts payable under any of the Related Documents; (b) The Authority shall fail to perform any term, covenant, condition or provision of Section 5.01(c), (d), (g), (i), (l), (m), (o), or (p) or the City shall fail to perform any term, covenant, condition or provision of 5.02(c), (d), (g), (j), (m), (n), (o), (u), (v) or (w);
(c) Failure of the Authority or the City to observe or perform any of the other covenants, conditions or provisions of any Related Document (other than as specified in subparagraphs (a) and (b) above) and to remedy such default within twenty (20) days after the Authority or the City, as applicable, receives notice of such failure or has actual knowledge of such failure;
(d) Any representation or warranty made or deemed made by or on behalf of the Authority or the City herein, in any Related Document, or in any certificate, financial or other statement furnished by or on behalf of the Authority or the City to the Lender shall prove to have been inaccurate, misleading or incomplete in any material respect when made or deemed to have been made;
(e) Default by the Authority or the City in the payment of any amount when due in respect of any Debt payable from or secured by payment from Net Revenues; or default under any Contract under or pursuant to which Debt payable from or secured by a Lien on Net Revenues on a parity with or senior to the Installment Payments is incurred or issued, and continuance of such default beyond the period of grace, if any, allowed with respect thereto; or default under any Contract under or pursuant to which Debt payable from or secured by a Lien on Net Revenues on a priority that is subordinate to the Installment Payments is incurred or issued, and continuance of such default beyond the period of grace, if any, allowed with respect thereto, which default results in such Debt becoming, or being capable of becoming, immediately due and payable; or the occurrence of any act or omission by the Authority or the City under any Contract under or pursuant to which Debt is incurred or issued which results in such Debt becoming, or being capable of becoming, immediately due and payable (or, with respect to any Interest Rate Swap Agreement payable from or secured by payment from Net Revenues, which results in such Interest Rate Swap Agreement being terminated early or being subject to early termination).

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(f) An Event of Insolvency shall occur with respect to the Authority or the City; (g) (i) Any of the Loan Documents or any material provision of any of the Loan Documents shall at any time, for any reason, cease to be the legal, valid and binding obligation of the City or the Authority, as applicable, or shall cease to be in full force and effect, or shall be declared to be unenforceable, invalid or void, or the validity or enforceability thereof shall be contested by the City or the Authority, or the City or the Authority shall renounce the same or deny that it has any further liability hereunder or thereunder; or
(ii) any provision of the Loan Documents related to (A) the payment of principal of or interest on the Revolving Loans or any Parity Obligation or (B) the validity or enforceability of the pledge of Net Revenues or Authority Revenues shall at any time, for any reason, cease to be the legal, valid and binding obligation of the City or the Authority, as applicable, or shall cease to be in full force and effect, or shall be declared to be unenforceable, invalid or void, or the validity or enforceability thereof shall be contested by the City or the Authority, or the City or the Authority shall renounce the same or deny that it has any further liability hereunder or thereunder
(h) Any party to any of the Related Documents (other than the Lender) breaches an obligation thereunder (beyond any applicable notice and cure period) and such failure is likely to have, in the Lender’s reasonable judgment, a Material Adverse Effect; (i) The entry or filing of one or more final, non-appealable judgments or orders or of any similar decrees or decisions for the payment of money (each, a “Judgment”) which, individually or in the aggregate exceed $10,000,000, shall be rendered against the City or the Authority that is not substantially covered by insurance and enforcement proceedings shall have been initiated by any creditor upon such Judgment, which proceedings are not stayed, vacated, discharged or bonded within sixty (60) calendar days of being initiated;
(j) the City or Authority shall fail to pay when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any principal amount of any Debt in an aggregate principal amount of $5,000,000 or greater or any interest or premium thereon, and such failure shall continue beyond any applicable period of grace specified in any underlying indenture, contract or instrument providing for the creation of or concerning such Debt;
(k) The Obligor Rating assigned by any of Moody’s, S&P, or Fitch, if such Rating Agency is providing an Obligor Rating, is reduced for any reason below “Baa1” (or its equivalent) by Moody’s, “BBB+” (or its equivalent) by S&P or “BBB+”(or its equivalent), respectively, by Fitch, or suspended or withdrawn by any such Rating Agency for any credit related reason.
(l) Reserved;
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(m) Any “event of default” shall have occurred and be continuing under any Related Document; or
(n) Any Lien created by this Agreement or any of the Loan Documents in favor of the Lender or the Authority, at any time and for any reason (except as expressly permitted to be released by the terms of such governing document) shall not constitute a valid and perfected Lien or shall fail to have the priority required by this Agreement and the other Loan Documents, or the Authority or the City shall so assert in writing.

Section 6.02. Consequences of an Event of Default. If an Event of Default specified in Section 6.01 shall occur, then in addition to any other rights or remedies available to the Lender under any of the other Loan Documents or under Applicable Law, the Lender may exercise any one or more of the following rights and remedies:
(a) (i) accelerate all of the Obligations hereunder whereupon such Obligations shall become immediately due and payable without presentment, demand for payment, protest or notice of nonpayment or dishonor, or other notice of any kind or character, all of which are hereby expressly waived, and an action therefor shall immediately accrue; (ii) terminate its commitment to extend further credit under this Agreement;
(iii) to the extent permitted by law, (i) apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the property of the City or the Authority, (ii) either personally or by attorney or agent and without bringing any action or proceeding, or by such a receiver, take whatever action at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Loan Documents or to enforce performance or observance of any of the Obligations, whether for specific performance of any agreement or covenant of the City of the Authority or in aid of the execution of any power granted to the Lender in the Loan Documents or as otherwise available at law or in equity; (iv) exercise, or cause to be exercised, any and all remedies as it may have under the Loan Documents and as otherwise available at law and at equity; and
(v) increase the interest rate for all Obligations to the Default Rate. (b) Notwithstanding the provisions of Section 6.02(a)(i), (x) the Lender shall not cause an acceleration of the Obligations as described in Section 6.02(a)(i) until seven (7) days after the occurrence of an Event of Default specified in Section 6.01(a), 6.01(e),

6.01(f), 6.01(g)(ii), 6.01(i), 6.01(j) or 6.01(k)(i) and (y) the Lender shall notify the City or Authority, as applicable, of an acceleration at least one hundred eighty (180) days prior thereto in the case of any Event of Default not specified in the immediately preceding clause (x). Notwithstanding the foregoing sentence of this Section 6.02(b), if (i) (x) an Event of Default under Section 6.01(f) hereof occurs or (y) any other holder or credit Packet Pg. 504 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -55-
enhancer of Debt or any counterparty under any Interest Rate Swap Agreement related thereto causes any such Debt or other obligations of the City or Authority, as applicable, to become immediately due and payable (whether by repurchase, mandatory tender, mandatory redemption, acceleration or otherwise), the Lender may immediately, without notice, avail itself of the remedies set forth in Section 6.02(a)(i) hereof and/or declare or cause to be declared the unpaid principal amount of all outstanding Obligations, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder to be immediately due and payable, and (ii) any other holder or credit enhancer of Debt or any counterparty under any Interest Rate Swap Agreement related thereto has the right to cause such Debt to be immediately due and payable (whether by repurchase, mandatory tender, mandatory redemption, acceleration or otherwise) on a date earlier than, or pursuant to a notice period which is shorter than what is set forth in the first sentence of this Section

6.02(b) in connection with a default related to such Debt, then the Lender shall automatically have such right or shorter notice period, as applicable.

Section 6.03. Remedies Cumulative; Solely for the Benefit of Lender. To the extent permitted by, and subject to the mandatory requirements of, Applicable Law, each and every right, power and remedy specifically given to the Lender in the Loan Documents shall be cumulative, concurrent and nonexclusive and shall be in addition to every other right, power and remedy specifically given or now or hereafter existing at law or in equity, and each and every right, power and remedy (whether specifically given or otherwise existing) may be exercised from time to time and as often and in such order as may be deemed expedient by the Lender, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy.

The rights and remedies of the Lender are for the sole and exclusive benefit, use and protection of the Lender, and the Lender is entitled, but shall have no duty or obligation to the City or the Authority or any other Person or otherwise, to exercise or to refrain from exercising any right or remedy reserved to the Lender under any of the Loan Documents.

Section 6.04. Waivers or Omissions. No course of dealing and no delay or failure by the Lender in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right, remedy or power or be construed to be a waiver of any default or to be acquiescence therein on the part of the Lender. No express or implied waiver by the Lender of any Event of Default shall in any way be a waiver of any future or subsequent Event of Default.

Section 6.05. Discontinuance of Proceedings. In case the Lender shall proceed to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon the same for any reason, the Lender shall have the unqualified right so to do and, in such event, the City, the Authority and the Lender shall be restored to their former positions with respect to the Obligations, the Loan Documents and otherwise, and the rights, remedies, recourse and powers of the Lender hereunder shall continue as if the same had never been invoked.

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ARTICLE VII

INDEMNIFICATION
Section 7.01. Indemnification. In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, but solely to the extent permitted by Applicable Law, the City and Authority hereby agree to indemnify and hold harmless the Lender and its officers, directors and agents (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever (collectively, the “Liabilities”) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to pay under, any Loan Document; provided that neither the City nor Authority shall be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct, bad faith or gross negligence of such Indemnitee. If any proceeding shall be brought or threatened against an Indemnitee as a condition of indemnity hereunder each Indemnitee shall promptly notify the City or the Authority in writing and the City or the Authority shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnitee and the payment of all reasonable costs of litigation.

Notwithstanding the preceding sentence, each Indemnitee shall have the right to employ its own counsel and to determine its own defense of such action in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the employment of such counsel shall have been authorized in writing by the Authority, or (ii) neither the City nor Authority, after due notice of the action, shall have employed counsel satisfactory to such Indemnitee to have charge of such defense, in either of which events the reasonable fees and expenses of counsel for such Indemnitee shall be borne by the City or the Authority. The City or the Authority shall not be liable for any settlement of any such action effected without its consent.

Section 7.02. Survival. The obligations of the City and the Authority under this Article VIII shall survive the termination of this Agreement.

ARTICLE VIII

MISCELLANEOUS
Section 8.01. Patriot Act Notice. The Lender hereby notifies the City and the Authority that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the City and the Authority, which information includes the name and address of the City and the Authority and other information that will allow the Lender to identify the City and the Authority in accordance with the Patriot Act. The City and Authority each hereby agree that it shall promptly provide such information upon request by the Lender.

The City and Authority each hereby agrees (i) that it is not and shall not be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Packet Pg. 506 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -57-
Orders, that prohibits or limits the Bank from making any advance or extension of credit to the Authority or the City or from otherwise conducting business with the Authority or the City and (ii) to ensure that the proceeds of the Loans shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto.

Section 8.02. Further Assurances. From time to time upon the request of the Lender, the City and Authority shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as the Lender may in its reasonable discretion deem necessary or desirable to carry out the purpose and intent hereof or to enable the Lender to enforce any of their rights hereunder. At any time, and from time to time, upon reasonable request by the Lender, the City and the Authority will, at the City and the Authority’s expense, correct any defect, error or omission which may be discovered in the form or content of any of the Loan Documents.

Section 8.03. Amendments and Waivers. The Lender, the City and the Authority may from time to time enter into agreements amending, modifying or supplementing the Loan Documents or changing the rights of the Lender or the City or the Authority hereunder or thereunder, and the Lender may from time to time grant waivers or consents to a departure from the due performance of the Obligations of the City and the Authority hereunder or thereunder. Any such agreement, waiver or consent must be in writing and shall be effective only to the extent specifically set forth in such writing.

Section 8.04. Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Agreement shall be in writing (including facsimile communication), unless otherwise expressly permitted hereunder, and shall be properly addressed and sent by registered or certified mail or by express courier for next Business Day delivery and shall be deemed received as follows: (a) if by registered or certified mail, five (5) days after mailing; (b) if by express courier, on the next Business Day; and (c) if by facsimile, when confirmation of transmission is obtained if prior to 5:00 p.m. local time on a Business Day, and otherwise, on the next Business Day; provided that service of a notice prescribed by any Applicable Law shall be considered complete when the requirements of that Law are met. Notices by electronic mail (e-mail) shall not constitute notice under this Agreement and are only to be used in addition to notice given as prescribed under (a), (b) or (c) of this this this Section 8.04. All notices shall be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other party hereto:

If to Authority:

Redding Joint Powers Financing Authority
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, Director of Finance
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Telephone: (530) 225-4088
E-mail: [email protected]
If to the Lender:

U.S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: (917) 256-2830
Telephone: (917) 326-3970
Email: [email protected]
With a copy to:

U.S. Bank National Association
US Bank Tower Cincinnati
425 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
Telephone: (513) 449-7186
Email: [email protected]
If to the Lender for Advances:

U.S. Bank National Association
US Bank Tower Cincinnati
425 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
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Telephone: (513) 449-7186
Email: [email protected]
If to the City:

City of Redding
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, City Treasurer
Telephone: (530) 225-4088
E-mail: [email protected]
The Lender may in its sole discretion rely on any notice (including telephone communication or e-mail communication) purportedly made by or on behalf of the City or Authority, but it shall have no duty to accept any notice not given as prescribed in this Section and shall have no duty to verify the identity or authority of the Person giving such notice, unless such actions or omissions would amount to gross negligence or intentional misconduct.

Section 8.05. No Third-Party Rights. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the City, Authority and the Lender any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole and exclusive benefit of the parties hereto.

Section 8.06. Severability. The provisions of this Agreement are intended to be severable.

If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Section 8.07. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND

TOGETHER WITH ANY DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS

AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,

THE LAWS OF THE STATE OF CALIFORNIA AND APPLICABLE FEDERAL LAW, WITHOUT REGARD TO CHOICE OF LAW RULES; PROVIDED THAT THE OBLIGATIONS OF THE LENDER HEREUNDER SHALL BE

GOVERNED BY, AND CONSTRUED IN ACCRODANCE WITH THE, THE LAWS OF THE STATE OF NEW YORK

WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAWS 5-1401 AND 5-1402).
(b) Consent to Jurisdiction. EACH PARTY HERETO CONSENTS TO AND SUBMITS TO IN

PERSONAM JURISDICTION AND VENUE IN THE STATE OF CALIFORNIA AND IN THE FEDERAL DISTRICT COURTS WHICH ARE LOCATED IN THE STATE OF CALIFORNIA. EACH PARTY ASSERTS THAT IT HAS

PURPOSEFULLY AVAILED ITSELF OF THE BENEFITS OF THE LAWS OF THE STATE OF CALIFORNIA AND

WAIVES ANY OBJECTION TO IN PERSONAM JURISDICTION ON THE GROUNDS OF MINIMUM CONTACTS, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY PLEA OF FORUM NON CONVENIENS. THIS Packet Pg. 509 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -60-

CONSENT TO AND SUBMISSION TO JURISDICTION IS WITH REGARD TO ANY ACTION RELATED TO THIS AGREEMENT.
(c) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HERETO

WAIVES ITS RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. IT IS HEREBY

ACKNOWLEDGED THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE LENDER

TO EXTEND CREDIT HEREUNDER AND THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE CITY, AUTHORITY AND THE LENDER IS MADE IN RELIANCE UPON SUCH WAIVER. EACH PARTY

HERETO FURTHER WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE FOLLOWING CONSULTATION WITH ITS RESPECTIVE LEGAL COUNSEL. IF AND TO

THE EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR

ANY REASON IN SUCH FORUM, EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE

ADJUDICATION OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE SHALL BE EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE

PARTIES HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND CONSENT AND EACH

KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. IN THE EVENT

OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY

THE COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN.

Section 8.08. No Advisory or Fiduciary Responsibility. In connection with all aspects of the Transactions (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the City and the Authority acknowledges and agrees that: (a)(i) any arranging, structuring and other services regarding the Loan Documents provided by the Lender are arm’s-length commercial transactions between the City and the Authority and its Affiliates on the one hand, and the Lender on the other hand, (ii) the City and the Authority have each consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the City and the Authority are each capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions; (b)(i) the Lender is and has been acting solely as a principal and has not been, is not, and will not be acting as an advisor (municipal, financial or otherwise), agent or fiduciary for the City, the Authority or any other Person and the Lender has no fiduciary duty with respect to the City or the Authority and (ii) the Lender does not have any obligation to the City or the Authority with respect to the Transactions, except those obligations expressly set forth herein; and (c) the Lender may be engaged in a broad range of transactions that involve interests that differ from those of the City and the Authority, and Lender does not have any obligation to disclose any of such interests to the City or the Authority. To the fullest extent permitted by Applicable Law, each of the City and the Authority hereby waives and releases any claims that it may have against the Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of the Transactions.

Section 8.09. Entire Agreement. The Loan Documents constitute the entire understanding and agreement between the City, the Authority and the Lender with respect to the Transactions, Packet Pg. 510 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -61-
and fully supersede all prior or contemporaneous written or oral understandings, courses of dealing and agreements between the City, the Authority and the Lender with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the Loan Documents supersede any commitment by the Lender to extend credit to the City and the Authority and all such agreements or commitments are merged into the Loan Documents. Except as incorporated in writing into the Loan Documents, there are no representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.

Section 8.10. Duration. All representations and warranties of the City and the Authority contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of the Loan Documents, or any investigation by any party hereto or the approval of any Advances. All covenants and agreements of the City and the Authority contained herein shall continue in full force and effect from and after the Original Closing Date until all Obligations payable to the Lender have been indefeasibly paid in full and fully discharged at which time this Agreement shall terminate; provided, however, that the obligations of the City and/or the Authority, respectively, under Sections 2.03, 2.04, 2.05, 2.06 and

8.01 and under each other provision of any Loan Document granting a right of indemnity or reimbursement in favor of the Lender shall survive the termination of this Agreement.

Section 8.11. Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Except as provided in Section 3.01 hereof, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Related Document, or any certificate delivered thereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Related Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Related Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.

Section 8.12. Successors, Assigns and Participations.
(a) Successors and Assigns Generally. This Agreement is a continuing obligation and shall be binding upon each of the City and the Authority and their respective successors, transferees and assigns and shall inure to the benefit of the holders of the Revolving Notes and their respective permitted successors, transferees and assigns. Neither the City nor the Authority may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender. The Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Loan Documents. In connection therewith, the Lender may disclose all documents and information which the Lender now has or may hereafter acquire relating to any credit subject hereto, the Authority or its business, any guarantor hereunder or the business of such guarantor, if any, or any Packet Pg. 511 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -62-
collateral required hereunder. The Lender may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph (b) of this Section. The Lender may at any time pledge or assign a security interest subject to the restrictions of paragraph (c) of this Section.
(b) Participations. The Lender shall have the right to grant participations in all or a portion of the Lender’s interest in the Revolving Notes, this Agreement and the other Loan Documents to one or more other banking institutions; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of the Lender hereunder, (ii) the City and the Authority shall be required to deal only with the Lender, with respect to any matters under this Agreement, the Revolving Notes and the other Loan Documents and no such participant shall be entitled to enforce any provision hereunder against the City and the Authority, and (iii) the Lender provides notice of the grant of any participation hereunder, provided that failure of the Lender to provide such notice shall not constitute a default hereunder and shall not affect the validity of such participation. (c) Certain Pledges. The Lender may at any time pledge or grant a security interest in all or any portion of its rights under the Revolving Notes, this Agreement and the other Loan Documents to secure obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, the United States Treasury ; provided that no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

Section 8.13. No Right of Setoff. Lender shall have no right of setoff against any funds of the Authority or the City.

Section 8.14. Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties agree that any electronically signed document (including this Agreement) shall be deemed (a) to be “written” or “in writing,” (b) to have been signed and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. No party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Section 8.19. Existing Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3.01 hereof, this Agreement shall become effective on the Packet Pg. 512 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -63-
Amendment and Restatement Date and, except as otherwise set forth herein and therein, shall supersede all provisions of the Existing Credit Agreement as of such date, subject to the terms and provisions hereof and the survival provisions thereof. From and after the Amendment and Restatement Date, all outstanding “Obligations” under the Existing Credit Agreement shall be outstanding as Obligations hereunder.

All references made to the Existing Credit Agreement in any Related Document or in any other related instrument or document shall, unless otherwise specified, be deemed to refer to this Agreement. This Agreement shall become effective and amends and restates and supersedes all provisions of the Existing Credit Agreement (other than those that survive the termination thereof) upon the execution of this Agreement by each of the parties hereto and the fulfillment of all conditions precedent hereof but is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations and liabilities of the Authority or the City evidenced or provided for thereunder.

Notwithstanding anything contained herein, this Agreement is not intended to and does not serve to effect a novation of the “Obligations” pursuant to the Existing Credit Agreement. Instead, it is the express intention of the parties hereto to reaffirm the loans and obligations created under the Existing Credit Agreement and the security therefor. The City and the Authority each acknowledges and confirms that the term “Obligations” as used in the Related Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the City and/or the Authority to the Lender) includes, without limitation, the indebtedness, liabilities and obligations of the City and/or the Authority under the Notes to be delivered in connection with this Agreement and under the Existing Credit Agreement, as amended and restated hereby, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

The City and the Authority hereby ratifies and reaffirms all of their respective payment and performance obligations and the security therefor, contingent or otherwise, under each of the Related Documents to which it is a party (after giving effect hereto). [SIGNATURES APPEAR ON THE FOLLOWING PAGE.]
Packet Pg. 513 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

Signature Page to Amended and Restated Revolving Credit Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

CITY OF REDDING
By: ____________________________________
Name: _____________________________
Title: _____________________________
APPROVED AS TO FORM:

By: ________________________________
City Attorney

REDDING JOINT POWERS FINANCING AUTHORITY
By: ____________________________________
Name: _____________________________
Title: ____________________________
APPROVED AS TO FORM:

By: _________________________________
General Counsel
Packet Pg. 514 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

Signature Page to Amended and Restated Revolving Credit Agreement U.S. BANK NATIONAL ASSOCIATION
By: ____________________________________
Name: Bhalachandra Mehendale
Title: Senior Vice President
Packet Pg. 515 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

EXHIBIT A
[FORM OF TAX-EXEMPT NOTE]
Dated: October 29, 2020
FOR VALUE RECEIVED, Redding Joint Powers Authority (the “Authority”), promises to pay to the order of U.S. Bank National Association and its successors and assigns (the “Lender”), the lesser of (a) twenty-five million dollars ($25,000,000), and (b) the aggregate unpaid principal amount of all Tax-Exempt Loans made by the Lender from time to time pursuant to the Revolving Credit Agreement, dated as of October 29, 2020 (together with any amendments or supplements thereto, the “Agreement”), among the Authority, City of Redding (the “City”) and the Lender, on the dates and in the amounts provided for in the Agreement.

Interest. The Authority also promises to pay interest on the unpaid principal amount of this Tax-Exempt Note. This Tax-Exempt Note shall bear interest as set forth in the Agreement.

All determinations of the interest rate borne by this Tax-Exempt Note by the Lender shall be presumed correct, if reasonably determined absent manifest error, by the Authority.

Maturity. This Tax-Exempt Note shall mature on the Maturity Date as set forth in the Agreement.

Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the Lender at the written request of (i) the Authority Representative, or such other person as shall be identified to the Lender as so authorized, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the Lender, or (ii) any person, with respect to advances deposited to the credit of any deposit account of the Authority, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of the Authority of the fact that persons other than those authorized to request advances may have authority to draw against such account. The Lender shall have no obligation to determine whether any person requesting an advance is or has been authorized by the Authority.

Payments. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds to the Lender as indicated in writing by the Lender. Each payment made on this Tax-Exempt Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

Borrowing and Repayment. All Advances made by the Lender and all repayments of the principal thereof shall be recorded by the Lender; provided, however, that the failure of the Lender to make any such recordation shall not affect the obligations of the Authority hereunder or under the Agreement.

Security; Events of Default. This Tax-Exempt Note constitutes a Revolving Note as described in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation Packet Pg. 516 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-
of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Tax-Exempt Note shall become, or may be declared to be, immediately due and payable, and shall bear interest at the Default Rate all as provided in the Agreement.

ALL OBLIGATIONS OF THE AUTHORITY HEREUNDER SHALL BE SECURED BY A LIEN ON AND PLEDGE OF AUTHORITY REVENUES. NONE OF THE OBLIGATIONS OF THE AUTHORITY HEREUNDER

SHALL BE A DEBT OF THE AUTHORITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY

OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE

AUTHORITY, AND THE AUTHORITY SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY AMOUNTS HEREUNDER OUT OF ANY MONEY OF THE AUTHORITY OTHER THAN THE AUTHORITY REVENUES.

Presentment. Presentment for payment, demand, protest and notice of demand, notice of dishonor, notice of non-payment and all other notices are hereby waived by the Authority, except to the extent expressly provided in the Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Miscellaneous. The Authority, subject to Applicable Law and the limitations set forth herein and in the Agreement, hereby agrees to pay on demand all reasonable costs and expenses incurred in collecting amounts due hereunder or in enforcing or attempting to enforce any of the Lender’s rights hereunder, including, but not limited to, reasonable attorneys’ fees and expenses actually incurred if collected by or through an attorney, whether or not suit is filed.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.

Business Purpose. The Authority represents and warrants that the Advances evidenced by this Tax-Exempt Note will be used for valid corporate purposes of Authority.

IN WITNESS WHEREOF, the undersigned has caused this Tax-Exempt Note to be executed under seal as of the day and year first written above.

REDDING JOINT POWERS FINANCING AUTHORITY
By: ____________________________________
Name: ______________________________
Title: _______________________________

Packet Pg. 517 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -3-

TAX-EXEMPT NOTE TRANSACTIONS
DATE

ADVANCE
AMOUNT

INTEREST
RATE

AMOUNT OF

PRINCIPAL
REPAID

DATE TO
WHICH

INTEREST
PAID

NOTATION

MADE BY

Packet Pg. 518 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -4-

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ Please insert Social Security or
Taxpayer Identification Number
of Transferee
____________________________________
______________________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee) ______________________________________________________________________________ the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ______________________________________________________________________________ attorney to register the transfer of the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ______________________________
Signature Guaranteed: _________________
____________________________________ ____________________________________ NOTICE: Signature(s) must be guaranteed by
a member or participant of a signature
guarantee program
NOTICE: The signature above must
correspond with the name of the Owner as it
appears upon the front of this Note in every
particular, without alteration or enlargement
or change whatsoever.

Packet Pg. 519 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

EXHIBIT B
[FORM OF TAXABLE NOTE]
Dated: October 29, 2020
FOR VALUE RECEIVED, Redding Joint Powers Authority (the “Authority”), promises to pay to the order of U.S. Bank National Association and its successors and assigns (the “Lender”), the lesser of (a) twenty-five million dollars ($25,000,000), and (b) the aggregate unpaid principal amount of all Taxable Loans made by the Lender from time to time pursuant to the Revolving Credit Agreement, dated as of October 29, 2020 (together with any amendments or supplements thereto, the “Agreement”), among the Authority, City of Redding (the “City”) and the Lender, on the dates and in the amounts provided for in the Agreement.

Interest. The Authority also promises to pay interest on the unpaid principal amount of this Taxable Note. This Taxable Note shall bear interest as set forth in the Agreement. All determinations of the interest rate borne by this Taxable Note by the Lender shall be presumed correct, if reasonably determined absent manifest error, by the Authority.

Maturity. This Taxable Note shall mature on the Maturity Date as set forth in the Agreement.

Payments. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds to the Lender as indicated in writing by the Lender. Each payment made on this Taxable Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

Security; Events of Default. This Taxable Note constitutes a Revolving Note as described in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or Packet Pg. 520 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-
more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Taxable Note shall become, or may be declared to be, immediately due and payable, and shall bear interest at the Default Rate all as provided in the Agreement.

ALL OBLIGATIONS OF THE AUTHORITY HEREUNDER SHALL BE SECURED BY A LIEN ON AND PLEDGE OF AUTHORITY REVENUES. NONE OF THE OBLIGATIONS OF THE AUTHORITY HEREUNDER

SHALL BE A DEBT OF THE AUTHORITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY

OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE

AUTHORITY, AND THE AUTHORITY SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY AMOUNTS HEREUNDER OUT OF ANY MONEY OF THE AUTHORITY OTHER THAN THE AUTHORITY REVENUES.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.

Business Purpose. The Authority represents and warrants that the Advances evidenced by this Taxable Note will be used for valid corporate purposes of Authority.

IN WITNESS WHEREOF, the undersigned has caused this Taxable Note to be executed under seal as of the day and year first written above.

REDDING JOINT POWERS FINANCING AUTHORITY
By: ____________________________________
Name: ______________________________
Title: _______________________________
Packet Pg. 521 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -3-

TAXABLE NOTE TRANSACTIONS
DATE

ADVANCE
AMOUNT

INTEREST
RATE

AMOUNT OF

PRINCIPAL
REPAID

DATE TO
WHICH

INTEREST
PAID

NOTATION

MADE BY

Packet Pg. 522 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -4-

NOTICE: The signature above must
correspond with the name of the Owner as it
appears upon the front of this Note in every
particular, without alteration or enlargement
or change whatsoever.

Packet Pg. 523 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

EXHIBIT C
[FORM OF TERM LOAN NOTE]
Dated: October 29, 2020
FOR VALUE RECEIVED, Redding Joint Powers Authority (the “Authority”), promises to pay to the order of U.S. Bank National Association and its successors and assigns (the “Lender”), the lesser of (a) twenty-five million dollars ($25,000,000), and (b) the aggregate unpaid principal amount of the Term Loan made by the Lender to the Authority pursuant to Section 2.01(i) of the Revolving Credit Agreement, dated as of October 29, 2020 (together with any amendments or supplements thereto, the “Agreement”), among the Authority, City of Redding (the “City”) and the Lender, on the dates and in the amounts provided for in the Agreement.

Interest. The Authority also promises to pay interest on the unpaid principal amount of this Term Loan Note. This Term Loan Note shall bear interest as set forth in the Agreement. All determinations of the interest rate borne by this Term Loan Note by the Lender shall be presumed correct, if reasonably determined absent manifest error, by the Authority.

Maturity. This Term Loan Note shall mature on the Term Loan Maturity Date as set forth in the Agreement.

Payments. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds to the Lender as indicated in writing by the Lender. Each payment made on this Term Loan Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

Borrowing and Repayment. Any Term Loan made by the Lender and all repayments of the principal thereof shall be recorded by the Lender; provided, however, that the failure of the Lender to make any such recordation shall not affect the obligations of the Authority hereunder or under the Agreement.

Security; Events of Default. This Term Loan Note constitutes a Term Loan Note as described in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Loan Note shall become, or may be declared to be, immediately due and payable, and shall bear interest at the Default Rate all as provided in the Agreement.

ALL OBLIGATIONS OF THE AUTHORITY HEREUNDER SHALL BE SECURED BY A LIEN ON AND PLEDGE OF AUTHORITY REVENUES. NONE OF THE OBLIGATIONS OF THE AUTHORITY HEREUNDER

SHALL BE A DEBT OF THE AUTHORITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY

OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE Packet Pg. 524 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-

AUTHORITY, AND THE AUTHORITY SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY AMOUNTS HEREUNDER OUT OF ANY MONEY OF THE AUTHORITY OTHER THAN THE AUTHORITY REVENUES.

Governing Law. This Term Loan Note shall be governed by and construed in accordance with the laws of the State of California.

Business Purpose. The Authority represents and warrants that the Advances evidenced by this Term Loan Note will be used for valid corporate purposes of Authority.

IN WITNESS WHEREOF, the undersigned has caused this Term Loan Note to be executed under seal as of the day and year first written above.

REDDING JOINT POWERS FINANCING AUTHORITY
By: ____________________________________
Name: ______________________________
Title: _______________________________

Packet Pg. 525 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -3-

TERM LOAN NOTE TRANSACTIONS
DATE

ADVANCE
AMOUNT

INTEREST
RATE

AMOUNT OF

PRINCIPAL
REPAID

DATE TO
WHICH

INTEREST
PAID

NOTATION

MADE BY

Packet Pg. 526 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -4-

Packet Pg. 527 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

EXHIBIT D
[FORM OF REQUEST FOR ADVANCE]

REQUEST FOR ADVANCE AND REVOLVING LOAN
U.S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: (917) 256 2830
Telephone: (917) 326 3970
Email: [email protected]
With a copy to:

U.S. Bank National Association
US Bank Tower Cincinnati
425 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
Telephone: (513) 449-7186
Email: [email protected]
Ladies and Gentlemen:

The undersigned refers to the Amended and Restated Revolving Credit Agreement, dated as of April __, 2023 (together with any amendments or supplements thereto, the “Agreement”), among The City of Redding (the “City”), Redding Joint Powers Financing Authority (the “Authority”) and U.S. Bank National Association (the “Lender”) (the terms defined therein being used herein as therein defined) and hereby requests, pursuant to Section 2.01 of the Agreement, that the Lender makes an Advance under the Agreement, and in that connection sets forth below the following information relating to such Advance (the “Proposed Advance”):

1. The Business Day of the Proposed Advance is ___________, 20__ (the “Advance Date”), which is at least two (2) Business Days after the date hereof.

2. The principal amount of the Proposed Advance is $___________, which, when added to all outstanding Advances, is not greater than the Commitment as of the Advance Date set forth in 1 above.

3. The Proposed Advance will be evidenced by the [Tax-Exempt/Taxable Note] (as defined in the Agreement).

Packet Pg. 528 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-

4. The interest rate with respect to the Proposed Advance shall be [the Tax-Exempt Rate] [the Taxable Loan Rate].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the Advance Date, before and after giving effect thereto:
(a) the undersigned is authorized to sign this Request for Advance on behalf of the Authority;
(b) the representations and warranties of the Authority set forth in Section 4.01 of the Agreement and in each other Loan Document shall be true and correct in all material respects on the date hereof and on such Advance Date as though made on the date hereof and on the date of Advance Date; and
(c) no Default or Event of Default shall have occurred and be continuing on such Advance Date.

The Proposed Advance shall be made by the Lender by wire transfer of immediately available funds to the undersigned in accordance with the instructions set forth below:
[Insert wire instructions]
Very truly yours,

REDDING JOINT POWERS FINANCING AUTHORITY
By: ____________________________________
Name: ______________________________
Title: _______________________________

Packet Pg. 529 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

EXHIBIT E
[FORM OF REQUEST FOR EXTENSION]

REQUEST FOR EXTENSION
[Date]
U.S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: (917) 256 2830
Telephone: (917) 326 3970
Email: [email protected]
With a copy to:

U.S. Bank National Association
US Bank Tower Cincinnati
425 Walnut St
Cincinnati, OH 45202
Attention: Cameron Parker
Telephone: (513) 449-7186
Email: [email protected]
Ladies and Gentlemen:

Reference is made to the Amended and Restated Revolving Credit Agreement dated as of April __, 2023 (together with any amendments or supplements thereto, the “Agreement”) by and among the undersigned, the City of Redding (the “City”), Redding Joint Powers Financing Authority (the “Authority”) and U.S. Bank National Association (the “Lender”). All terms defined in the Agreement are used herein as defined therein.

The Authority hereby requests, pursuant to Section 2.10 of the Agreement, that the Maturity Date with respect to the Available Commitment as of the date hereof be extended by ____ to _____________, ______. Pursuant to such Section 2.10, we have enclosed with this request the following information:

1. a reasonably detailed description of any and all Defaults that have occurred and are continuing;
Packet Pg. 530 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-

2. confirmation that all representations and warranties of the Authority and the City as set forth in Article IV of the Agreement and each Loan Document are true and correct as though made on the date hereof and that no Default or Event of Default has occurred and is continuing on the date hereof; and

3. any other pertinent information previously requested by the Lender.

The Lender is asked to notify the Authority of its decision with respect to this request within 60 days of the date of receipt hereof. If the Lender fails to notify the Authority of the Lender’s decision within such 60-day period, the Lender shall be deemed to have rejected such request.

Very truly yours,

CITY OF REDDING
By: ____________________________________
Name: ______________________________
Title: _______________________________

REDDING JOINT POWERS FINANCING AUTHORITY
By: __________________________________
Name: ____________________________
Title: ____________________________
Packet Pg. 531 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

EXHIBIT F
[FORM OF NOTICE OF EXTENSION]

NOTICE OF EXTENSION
[Date]
Redding Joint Powers Financing Authority
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, Director of Finance
Telephone: (530) 225-4088
E-mail: [email protected]
City of Redding
777 Cypress Avenue
Redding, CA 96001
Attention: Gregory Robinett, City Treasurer
Telephone: (530) 225-4088
E-mail: [email protected]
Ladies and Gentlemen:

We hereby notify you that pursuant to Section 2.10 of the Amended and Restated Revolving Credit Agreement dated as of April __, 2023, by and among the City of Redding, Redding Joint Powers Financing Authority, and U.S. Bank National Association (the “Lender”), the Maturity Date with respect to the Commitment as of the date hereof shall be extended _____ to __________, ______. Your acknowledgment hereof shall be deemed to be your representation and warranty that all your representations and warranties contained in Article IV of the Agreement and each other Related Document are true and correct and will be true and correct as of the date hereof and that no Default or Event of Default has occurred and is continuing.

Packet Pg. 532 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-
Very truly yours,
U.S. BANK NATIONAL ASSOCIATION
By: ____________________________________
Name: ______________________________
Title: _______________________________
Packet Pg. 533 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement)

EXHIBIT G
[FORM OF NOTICE OF TERMINATION OR REDUCTION]

NOTICE OF TERMINATION OR REDUCTION
[Date]
U.S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: Bhalachandra Mehendale
Facsimile: (917) 256-2830
Telephone: (917) 326-3970
With a copy to:

U.S. Bank National Association
3 Bryant Park
1095 Avenue of the Americas, 13th Floor
New York, NY 10036
Attention: _________
Facsimile: (917) 256-2830
Telephone: _________
Ladies and Gentlemen:

Re: Amended and Restated Revolving Credit Agreement dated as of April __, 2023
The Redding Joint Powers Financing Authority (the “Authority”), through its undersigned, an Authority Representative, hereby certifies to U.S. Bank National Association (the “Lender”), with reference to the Amended and Restated Revolving Credit Agreement dated as of April __, 2023 (together with any amendments or supplements thereto, the “Agreement”), by and among the Authority, City of Redding, and the Lender (the terms defined therein and not otherwise defined herein being used herein as therein defined):
[(1) The Authority hereby informs you that the Commitment is terminated in accordance with the Agreement.]
OR
Packet Pg. 534 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -2-
[(1) The Authority hereby informs you that the Available Commitment is reduced from [insert amount as of the date of Certificate] to [insert new amount], such reduction to be effective on __________.]
Packet Pg. 535 Attachment: Clean A&R Credit Agreement (9.5(a)--Amend and Extend REU Revolving Credit Agreement) -3-
IN WITNESS WHEREOF, the Authority has executed and delivered this Notice this ______ day of __________, ______.

Redding City CouncilApril 18, 2023

Redding City Council
April 18, 2023