Sacramento City Council
June 25, 2024

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01207 6/25/2024 Consent Item 18.

Greenbriar Planned Unit Development Phase 2 Park Development Impact Fee Credit Agreement and Amendment No. 1 to Greenbriar Park Planning and Development Agreement File ID: 2024-01207
Location: District 1, Represented by Councilmember Kaplan Recommendation: Adopt a Resolution:1) approving the Greenbriar Planned Unit Development Phase 2 Park Development Impact Fee Credit Agreement Relating to Design and Construction of Park Improvements for the three neighborhood parks at Northlake; 2) approving Amendment No. 1 to the Greenbriar Park Planning and Development Agreement; and 3) authorizing the City Manager or the City Manager’s designee to: a) execute the agreements; b) increase the Fiscal Year (FY) 2023/24 revenue budget in the Youth, Parks, and Community Enrichment (YPCE) Department by $474,060 (Park Impact Fee (PIF) Fund, Fund 3204); c) increase the expense budget in the Greenbriar Development Project (L19009100) by $270,000 (PIF Fund, Fund 3204) to account for the City to be paid by the Greenbriar Project Owner, LLC, Phase 2, pursuant to the Park Development Impact Fee Credit Agreement; d) increase the expense budget in the FY2023/24 YPCE Operating Budget by $145,757 (PIF Fund, Fund 3204) to account for PIF administration fee; and e) increase the expense budget in the PA-10 Art in Public Places Project (L19921000) by $58,303 (PIF Fund, Fund 3204).

Contact: Dana Repan, Senior Planner, (916) 808-2762, [email protected]; Jason Wiesemann, Park Planning and Development Manager, 916-808-7634, [email protected]; Department of Youth, Parks, and Community Enrichment Presenter: None
Attachments:
1-Description/Analysis
2-Site Plans
3-Phase 2 Park Development Impact Fee Credit Agreement
4-Amendment No. 1 to Greenbriar Park Planning and Development Agreement 5-Resolution
Description/Analysis
Issue Detail: On May 30, 2017, the Sacramento City Council approved various land use entitlements for the Greenbriar Planned Unit Development (P11-093) (the “Project”). The Phase 1 portion of the

File ID: 2024-01207 6/25/2024 Consent Item 18.

Project is now known as Northlake and the land use plan was revised in April of 2019. The Project site encompasses 577 acres located south of Elkhorn Blvd, north of the I-5 freeway, and west of State Route 99. The Development Project contains 2,836 units of which 2,314 are single family and medium density dwellings, 191 are affordable housing multi-family units and 331 are higher density/multi-family units. The 191 units are an affordable senior housing development that is not required to pay Parks Development Fees. The Project also contains two commercial sites of 7.8 acres and 1.5 acres, combined to create a total of approximately 98,010 square feet (sf) of commercial uses.

The Development Project includes over 20 acres of public parks, along with private recreational facilities including paseos/mini parks, a walkway around the private lake, a community center, open space and shared use trails to be maintained by the homeowners’ association. There will also be open space habitat buffers to be owned and maintained by a nature conservancy. The Project’s public parks developed in Phase 1 are the Northlake Community Park, and Eventide Park, a neighborhood park. The public parks planned in Phase 2 (Attachment 2) are three neighborhood parks; 2.4-acre Sunhaven Park,1.8-acre Lakeview Park and 2.2-acre Lakeshore Park.

The Developer, Greenbriar Phase 2, LLC, is seeking to develop the three neighborhood parks in the Phase 2 development of Northlake and receive neighborhood/community park PIF credits toward the residential building permits for Phase 2 homes within Northlake. PIF credits are issued for the actual cost of construction and the related costs (i.e., construction documents, PIF administration fee, Art in Public Places fee, and staff costs to review plans and oversee construction). The Phase 2 Park Impact Fee Credit Agreement Relating to Design and Construction of Park Improvements (or “Turnkey Agreement”) limits the PIF credits for construction of these three parks to the amount of the PIF burden for the Phase 2 development project. The projected neighborhood/community park PIF burden based on the current land use plan for Phase 2 is approximately $5.3 million and the projected construction costs for the Phase 2 parks is approximately $4.4 million.

Amendment No. 1 to the Greenbriar Park Planning and Development Agreement provides that the per acre allowance for the Phase 2 parks is revised to a higher amount based on the available PIF.

Amendment No.1 to Greenbriar Park Planning and Development Agreement provides that the City has the discretion to use remaining PIF for subsequent build-out of the Northlake parks.

Policy Considerations: Providing parks and recreation facilities is consistent with the City’s strategic plan to enhance livability in Sacramento’s neighborhoods by expanding park, recreation, and trail facilities throughout the City.

Economic Impacts: Not applicable.

Environmental Considerations The neighborhood park projects have been reviewed for compliance with the requirement of the California Environmental Quality Act (CEQA) and it has been

File ID: 2024-01207 6/25/2024 Consent Item 18.
determined that these projects to fall within the scope of the Environmental Impact Report (EIR) for the Greenbriar Development Project (P11-093). The EIR for the Greenbriar Development project was certified by City Council on May 31, 2017 (Resolution 2017-0207). The EIR adequately described the development of these park facilities as part of the development project. The analyses, findings and mitigation measures remain unchanged. No further environmental review is required.

Sustainability: The parks will advance the goals, policies, and targets of these plans by reducing greenhouse gas emissions and air pollution through the addition of trees and other plantings and improving health of residents through the access to a diverse mix of wellness activities. Individual products have not been chosen at this level of development, but the design will include products from recycled materials and shade covering for less heat gain. The park development will include sustainable design, using water efficient irrigation design controlled by the centralized irrigation system, low water use shrubs and groundcover, and use of native tree plantings.

Commission/Committee Action: The Greenbriar Phase 2 neighborhood park names and concept plans were considered and recommended for approval by the Parks and Community Enrichment Commission on October 6, 2022. City Council approved the park names and site amenity plans on November 15, 2022.

Rationale for Recommendation: The turnkey agreement allows the construction of the three neighborhood parks to be expedited by allowing the developer to construct the parks for PIF credits.

These parks are needed to provide adequate park amenities for the new residents and employees within the Northlake Phase 2 development project.

Financial Considerations: Development of parks creates an ongoing cost for park maintenance and utilities based on the size of the park. The Greenbriar development conditions of approval required that a Community Facilities District (CFD) fund maintenance costs before the City will accept a park.

The project site was annexed into the Sacramento Services Community Facilities District No. 2018-

05. Maintenance of each park will be fully funded by the CFD and thus will not impact YPCE‘s operating budget. The budget transfers recommended balance revenues and expenses and do not have an effect on fund balance.

Local Business Enterprise (LBE): No goods or services are being purchased in association with this report.

10/16/23, 10:07 AM Lakeshore-Park.pdf (5400×3600)
https://www.cityofsacramento.org/-/media/Corporate/Files/ParksandRec/Parks/D1-Parks-plans/Lakeshore-Park.pdf?la=en 1/1

10/16/23, 10:06 AM Lakeview-Park.pdf (5400×3600)
https://www.cityofsacramento.org/-/media/Corporate/Files/ParksandRec/Parks/D1-Parks-plans/Lakeview-Park.pdf?la=en 1/1

10/16/23, 10:08 AM Sunhaven-Park.pdf (5400×3600)
https://www.cityofsacramento.org/-/media/Corporate/Files/ParksandRec/Parks/D1-Parks-plans/Sunhaven-Park.pdf?la=en 1/1

PARK DEVELOPMENT IMPACT FEE CREDIT (“TURNKEY”) AGREEMENT

RELATING TO DESIGN AND CONSTRUCTION OF PARK IMPROVEMENTS FOR GREENBRIAR PHASE 2 PARKS
This Park Development Impact Fee Credit (“Turnkey”) Agreement Relating to Design and Construction of Park Improvements for the Greenbriar Phase 2 Parks (“Agreement”) is entered into on ______________________, 2024 by and between the CITY OF SACRAMENTO, a charter city and municipal corporation ( “City”), and GREENBRIAR PHASE 2, LLC, a Delaware limited liability company ( “Developer”), who are collectively referred to as “Parties” and individually as a “Party.”

BACKGROUND
A. DEVELOPER’s predecessor, The Greenbriar Project Owner, LLC, obtained entitlements to develop “Greenbriar,” a residential development now known as Northlake (the “Development Project”). The Development Project site is located in the northwest quadrant of I -5 and SR 99 interchange in the North Natomas Community Plan Area, described in Exhibit A-1 (“Property”). Phase 2 of the Development Project consists of a portion of the Property, more specifically described on Exhibit A-2 (“Phase A-2”).

B. The Development Project contains approximately 2,836 units of which 2,314 are single family and medium density dwellings, 191 are affordable housing units and 331 are higher density/multi-family units. The Project also contains two commercial sites of 7.8 acres and 1.5 acres, combined to create a total of approximately 98,010 square feet (sf) of commercial uses.

C. The portions of the Development Project described in Exhibit B (“Park Sites”), are subject to Irrevocable Offers of Dedication to City, delivered at the time the Master Parcel Map for Phase 2 was recorded to meet the parkland dedication obligation under City Code Chapter 17.512. The Quimby Ordinance requires dedication of 3.5 acres of parkland for every 1,000 residents and/or payment of an in-lieu fee as a condition of filing a final subdivision map. The Development Project provides over 20 acres of publicly accessible parkland. The Phase 2 Park Sites (totaling approximately 6.4 acres) include an approximately 2.4 net acre neighborhood park, an approximately 1.8 net acre neighborhood park, and an approximately 2.2 net acre neighborhood park to serve the new residents.

D. Prior to issuance of building permits to develop the Property, the Developer is required to pay Park Development Impact Fees ( “Park Impact Fees” or “PIF”) in accordance with the Sacramento C ity Code, Title 18, Chapter 18.56 (the “Fee Ordinance”). The purpose of imposing the Park Impact Fee is to provide funds necessary to design, construct, and install park facilities to meet the needs of, and address the impacts caused by, the residents and employees within the Development Project.
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E. The Fee Ordinance authorizes credits (and reimbursements if applicable) against the Park Impact Fees owed by a developer who undertakes the design and construction of park facilities that otherwise would be built by the City with the Park Impact Fee revenues.

F. Developer desires to advance the timing for development of the Park Sites by designing and constructing the park improvements in accordance with a City Council approved (or to be approved) Park Amenities Plan for the Park Sites (the “Park Project ”). The required park improvements are specified in the park amenities plans attached as Exhibits C -1, C -2, and C -3 (the “Park Improvements”). The Park Improvements , and the total estimated construction costs as listed in Exhibits E-1, E-2, and E-3 (the “Park Development Budget”) do not include any off-site or on-site utility and street improvements that Developer is required to install as conditions of the tentative subdivisions map(s) for the Development Project purs uant to the provisions of the City ’s Subdivision Ordinance (Sacramento City Code, Title 17, Division V), which improvements are not subject to this Agreement.

G. Development of the Park Project will require various design and other services, which will be performed by either Developer’s contractors or City as shown on the “Park Development Task Allocation ” set forth in Exhibit D. The Park Improvements will be constructed pursuant to plans and specifications approved by the City. The actual costs of construct ion of the Park Improvements will be based on the result of a bidding process approved by City. However, the total cost of the Park Improvements subject to Park Impact Fee credits shall not exceed the PIF Eligible Project Construction budget amount specified in Exhibit F (“PIF Credit Schedule”) without the City’s prior approval.

H. Subject to the credits against the Park Impact Fees as provided in this Agreement, Developer is willing to perform the design and other services assigned to Developer in Exhibit D, pay City costs and the Art in Public Places Fee as defined in Section 3.1 and set forth in Exhibit F, and pay to construct the Park Project as set forth in Exhibits E-1, E-2, and E-3 (collectively “Project Costs”).

I. City is willing to provide credits against the Park Impact Fee for Developer’s actual Project Costs in accordance with the Fee Ordinance and subject to the terms and conditions of this Agreement. Typically, the amount of Park Impact Fee credits is limited to the amount of Park Impact Fees to be generated by the Phase 2 portion of the Development Project. However, under a separate agreement, (“Greenbriar Park Planning and Development Agreement ”) the City has committed that the PIF eligible for the Phase 2 Park Sites is increased, as shown in Exhibit F .

Additionally, PIF generated by the Development Project that exceeds the Phase 1 and Phase 2 Park Development Budget will be used in future phases of Phase1 and Phase 2 Park Amenities Plans at the discretion of the City.

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AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein, City and Developer hereby agree as follows:

ARTICLE I

DESIGN AND CONSTRUCTION OF PARK IMPROVEMENTS

1.1 Background Incorporated . The foregoing information contained in the Background is true and correct and is part of this Agreement.

1.2 Design and Construction. Developer will design and construct the Park Improvements at the Park Sites in accordance with the terms of this Agreement and convey the completed Parks, along with all interest s in real property necessary for the operation, maintenance, repair, and ownership thereof, to the City. The interest in real property to be conveyed shall be a fee interest in the land, unless special circumstances allow for City ’s acceptance of a recreational easement, title to the Park Improvements, and title to any and all access easements necessary for the operation, maintenance, and repair of the Parks. Developer shall complete the construction of the Park Improvements at the Park Sites no later than eighteen (18) months from the date the City approves the contract award (“Completion Date”) as set forth in Section 1.4,subject to the provisions of Section 5.4.

1.3 Project Design and Final Budget . The design-related services that may be performed either by Developer or City as specified in Exhibit D include preparation of a Park Amenities Plan for the Parks, design development, and construction bid document preparation, as well as environmental review if additional studies are required before the Park Improvements can be constructed. The Developer ’s selection of a landscape architect(s) to perform design services that are assigned to Developer in Exhibit D, has been approved by a Landscape Architect in the Landscape Architecture Section (“LAS”) of th e City ’s Youth, Parks & Community Enrichment Department. If assigned to Developer in Exhibit D, Developer shall perform the various Project -related services in accordance with the following requirements.

1.3.1 Park Amenities Plans. Developer has prepared conceptual design plans for the Park Improvements at the Park Sites at build -out, referred to as the park master plans which are attached as Exhibits C-1, C-2, and C -3. The Park Amenities Plan for each of the Park Sites is subject to review by the City ’s Parks and Community Enrichment Commission and approval by the City Council. After the City Council ’s approval of the Park Amenities Plans and this Agreement, Developer shall prepare preliminary construction design plans which shall include a survey of the Park Sites, a Project description detailing the scope of the Park Improvements, construction cost estimates detailing the costs for each item of work, and estimated construction time lines for the Park Project (collectively the “Project Plans”), as further described below. The City agrees to use its best efforts and due diligence to review, provide comments regarding any necessary corrections, and approve all of the foregoing plans and -4-

documents in a prompt and timely manner. The City ’s staff approval shal l not be unreasonably withheld or conditioned.

1.3.2 Project Plans. Developer shall arrange for the preparation of the Project Plans for construction of the Park Project at each Park Site. At a minimum, Developer shall submit the Project Plans to the LAS at t he 35, 75, and 100 -percent design phases of completion. The Project Plans shall include (i) all of the Park Improvements described in the approved Park Amenities Plans and as listed in Exhibits C-1, C-2, and C-3 not labelled “Future” (“Base Plans”) and (ii) one or more of the Park Improvements described in the approved Park Amenities Plans and as listed Exhibits C- 1, C -2, and C -3 labelled “Future” (“Future Improvements (Add Alternatives) ”) that Developer elects, in its sole and absolute discretion, to cons truct per the terms of Section 1.3.3 below. Developer covenants that the Project Plans will be designed and prepared in compliance with the City ’s Standard Specifications. The City agrees to use its best efforts and due diligence to review, provide comme nts regarding any necessary corrections, and approve the Project Plans in a prompt and timely manner. The City’s staff approval shall not be unreasonably withheld or conditioned. In the event additional Credit is available to construct the improvements l abelled as “Future” which were not constructed with the Base Plans, Developer, in its sole and absolute discretion, may elect to prepare additional improvement plans for additional future Park Improvements pursuant to the provisions of either an amendment to this Agreement or per the terms of a subsequent Park Impact Fee Credit Agreement.

Developer must obtain written approval of the Project Plans by SMUD, PG&E and all other appropriate public entities or utility companies which will own, operate and/or maintain any portion of the utility improvements that are to be installed as part of construction of the Park Project. Developer covenants that the Project Plans will be designed and prepared in accordance with the applicable utility company requirements.

Developer shall cause all contracts relating to preparation of the Project Plans to require the design and engineering consultants to fully and without limitation indemnify, defend and hold harmless City and its elective and appointive boards, commissions, officers, employees and agents, from and against any and all Claims (as defined in Section 2.7) arising by reason of any death, bodily injury, personal injury, property damage or violation of any law or regulation to the extent arising from any negligent actions or omissions of such professional in connection with the design of the Parks by said consultant, or any other person or entity employed by or acting as the authorized agent for said consultant. The aforesaid indemnity and hold harmless agreement shall not be limited or waived in any way based upon the fact that City has prepared, supplied, or approved the Project Plans, or has inspected or failed to inspect construction of the Parks.

1.3.3 Bid Document Preparation . After LAS has given its written approval of the Project Plans, Developer shall prepare and submit to the LAS the bid documents that includes the construction plans and specifications for each Park Site, and shall provide updated construction cost estimates and construction time lines. The bid documents must be based on the City ‘s approved Project Plans. The City agrees to use -5-

its best efforts and due diligence to review, provide comments regarding any necessary corrections, and approve the bid document in a prompt and timely manner. The City’s staff approval shall not be unreasonably withheld or conditioned. The bid documents shall include as bid additives the Future Improvement Plans so that if the lowest bid amount is less than Developer’s construction cost estimate in Exhibits E-1, E-2, and E- 3, one or more of the Future Improvements can be constructed concurrently with the Base Plans, as long as the total Project Cost for each Park does not exceed the Developer ’s estimate as listed in Exhibits E -1, E -2, and E -3. Once LAS has approved the bid document, the Developer may issue a request for bids, but subject to prior approval of the Final Budget for each Park Site as set forth in Section 1.3.6.

1.3.4 Environmental Review . The Parks were subject to prior environmental review as part of the Develo pment Project; however, based on site conditions and new information, additional studies may be required. In that event, a consultant retained by City and/or City staff shall prepare the environmental documentation required for development of the Park Sit es to comply with CEQA. If authorized by City, the Developer may arrange for preparation of such environmental documentation, which shall be subject to review and approval by the City in its sole discretion. The Developer’s selection of a consultant(s) for this purpose shall be subject to approval by the LAS and limited to the consultants listed in the City ’s Environmental Services Department’s prequalified list if the applicable discipline is included on that list.

The Completion Date set forth in this Agreement is based on the assumption that no further environmental documentation will be needed before construction of the Park Project can commence. If additional environmental documentation is determined by the City to be needed, then the Completion Dat e shall be extended to account for the time required to complete the necessary environmental documentation and associated approvals. In addition, Developer’s cost for hiring an environmental consultant shall be added to the Final Budget.

1.3.5 LAS Approval. LAS approval shall be evidenced by the signature of the Landscape Architect on the subject document. LAS may withhold approval of any document until Developer has obtained any and all required approvals from other City departments or other public entities or utilities. The City agrees to use its best efforts and due diligence to review, provide comments regarding any necessary corrections, and approve all project documents in a prompt and timely manner. The City’s approval shall not be unreasonably withheld, conditioned or delayed.

1.3.6 Final Budget. Before City’s approval of the bid documents and/or the award of the Park construction contracts, City and Developer shall review and revise the Park Development Budgets set forth in Exhibits E-1, E-2, and E-3 and shall establish a final budget for each Park Site for the design costs incurred, permits and fees, City staff costs, Developer ’s engineer and construction management consultants, and the engineer’s estimate and/or the bid pricing of the construction costs (collectively the “Final Budget”). Project Costs include only third-party consultant costs that City would incur if City were to construct the Parks. The Final Budget shall include all actual and estimated Project Costs and include a reasonable contingency amount. The Developer shall not be obligated to construct all of the Park Improvements at each Park Site and incur all of the -6-

Project Costs at each Park Site if the Final Budget will exceed the amount of the Developer’s Park Impact Fee obligation for Phase 2 of the Development Project that has been allocated to development of the Parks.

The Park Development Budgets set forth in Exhibits E-1, E-2, and E-3 for the Park construction costs were based the cost per acre for the recently constructed neighborhood park within Northlake, Eventide Park. If the Final Budget amount, which includes all Project Costs, exceeds the Developer’s Park Impact Fee obligation for Phase 2 of the Development Project, then the Parties shall proceed as follows: (a) Developer, in its sole and absolute discretion, may elect nonetheless to incur all of the Project Costs without any reimbursement by City for Project Costs in excess of Developer ’s total Park Impact Fee Obligation for the Development Project, (b) the parties may mutu ally agree to a reduction of the scope of the Park Improvements to reduce the Final Budget amount to not exceed the Developer’s Phase 2 Turnkey Park Impact Fee obligation as identified on Exhibit F, and/or (c) City, in its sole and absolute discretion, may agree to assume the obligation to complete the remaining Park Improvements in the future with Park Impact Fees generated from the Development Project under the terms of the Greenbriar Park Planning and Development Agreement. In no event shall Developer be obligated to fund Park Improvements beyond the Developer ’s Park Impact Fee obligation for Phase 2 unless Developer has elected to do so pursuant to subdivisions (a) or (b) of this paragraph.

After receipt of the bids for the Park construction, the Final Budget shall be adjusted as applicable and subject to mutual agreement of the Parties attached to an amendment to this Agreement as a replacement for Exhibits E-1, E-2, and E-3, and if applicable Exhibit F shall also be modified accordingly, and the revised exhibits attached to an amendment to this Agreement.

1.4 Contract Award . After LAS has given its written approval of the bid documents, Developer shall solicit competitive bids for construction of the Park Improvements at each Park Site unless City agrees to combine construction of the three Park Sites together in one bid document to be performed by one contractor to achieve potential cost savings. Developer shall send the request for bids to all landscape contractors included on the current master list used by LAS to solicit bids for similar park projects, in addition to any other contractors identified by Developer. Developer shall request bids from at least three (3) contractors. Bids shall be sealed, Developer shall provide LAS with all bids received an d the bids shall be opened in the presence of an LAS representative. After the bids are opened, LAS shall have ten (10) working days to review the bids and the Developer ’s determination of the responsive and responsible bidder for contract award. Developer, at its option, may decide not to award the contract to the lowest responsive and responsible bidder, but the Park Impact Fee credits for park construction shall be based on that bidder ’s total bid amount and the extra cost will not be compensated by City.

If fewer than three (3) bids are received or the LAS determines that the low bid is too high in comparison with the engineer’s estimate as set forth in Exhibits E-1, E- 2, and E -3, LAS may instruct Developer to reject all bids and re -bid the Park -7-

Improvements and/or modify the Park Improvements before rebidding in accordance with the foregoing procedures. If the LAS notifies Developer of the need to modify the Park Improvements, LAS shall provide Developer with an opportunity to review and comment on that direction and City shall give such comments fair consideration. Developer, at its option, may agree to proceed with the Park Improvements even if the bid exceeds the Final Budget and the extra cost may be compensated by City under the terms of the Greenbriar Park Planning and Development Agreement. When satisfied with the bidding process, the determination of the selected bidder, and the scope of work, LAS shall give written notice to Developer authorizing the award of the contract.

If it is necessary to re-bid the Park Improvements, then the Completion Date shall be extended by the number of days required to re -bid the Park Improvements. In addition, if it is necessary to modify the Park Improvements, then the Completion Date shall be further extende d by the number of days needed to modify the plans and specifications to incorporate the approved changes to the Park Improvements before rebidding.

1.5 Construction. Developer covenants that the Park Project will be constructed in compliance with the approve d Project Plans, bid document, and any modifications thereto required by City in accordance with this Agreement, and applicable technical specifications in the City Public Works Construction Standard Specifications and Improvement Standards in effect when the City approves the bid document as provided herein, subject to change orders issued in accordance with the provisions of Section 1.8 below. Prior to commencement of grading or any related construction work pursuant to the approved Project Plans, Developer will pay the applicable fees and obtain all permits and approvals required for such work from the City and from all applicable federal, state or local agencies, and non-profit habitat conservation banks. Such fees may include the habitat conservation/mitigation fee and the SAFCA flood control fee and such fees shall be part of the Project Cost even if not set forth in Exhibits E-1, E-2, and E-3.

1.5.1 Representatives. Developer shall provide a site construction superintendent ( “Site Superintendent ”) and the City shall provide a project manager (“Project Manager”) who will serve as their respective points of contact with respect to construction of the Park Project. The designated Site Superintendent and Project Manager are identified on Exhibit G, and the designations may be changed by written notice from either Party.

The Site Superintendent will be on -site as necessary and will generally be available by telephone or otherwise at all reasonable times. The Site Superintendent shall have complete authority over Developer ’s construction contractors and subcontractors, with authority to order stoppage of work in order to comply with the Project Plans.

The Project Manager shall have complete authority over the City ’s construction inspectors, with authority to d etermine whether the work complies with the Project Plans. The Project Manager shall also have authority to order minor design changes to meet unanticipated field conditions, provided that the same are in writing, -8-

signed by the Site Superintendent and Contractor prior to any such work being performed, and are consistent with the Project Plans, and subject to the provisions of Section 1.5.5 below.

1.5.2 Commencement and Completion of Parks . Developer shall require its contractor(s) to commence construction of t he Park Improvements at each Park Site no later than three (3) months after contract award, unless an extension is approved by LAS, and thereafter shall insure that the contractor diligently works to complete the Park Improvement construction at each Park Site in a timely and efficient manner on or before the Completion Date. If the Developer ’s contractor fails to commence work and/or complete the Park Improvements as required herein, and fails to remedy such delay within thirty (30) days after a written n otice thereof from City to Developer (subject to the provisions of Section 5.4 below), City in its discretion may:
(i) direct Developer to take action necessary to accelerate the Park Improvements construction to remedy the delay, and the Developer’s acceleration costs, if any, shall not be subject to reimbursement or credit hereunder; or (ii) direct Developer to stop working on the Park Improvements so that the City may seek other means to complete construction of the Park Improvements. If City directs the work to be stopped, any costs incurred by Developer, its contractors or subcontractors after receiving such direction from City shall not be eligible for reimbursement or credit for the construction costs incurred unless the City can complete the work w ithin the remaining amount of the Final Budget with the contractor ’s performance bond proceeds ( per Section 3.6 below). If Developer is directed to stop working on the Park Improvements, Developer shall take any and all actions necessary to convey to and vest in City full, complete, and clear title in the Park Improvements, and all of the underlying real property interests (easement and/or fee), including those necessary for maintenance and access.

1.5.3 Inspection. Developer covenants that City, and any other public entities or public utilities to whom any portion of the Park Improvements will be conveyed, will be permitted to inspect the Park Improvements during construction and shall have access to the Park Sites for this purpose at all times. City agrees to make City inspectors available for inspection of the Park Improvements work during construction within forty - eight (48) hours after receipt of the request from Developer or its contractor (Saturdays, Sundays and Holidays excepted). Should a City inspecto r find any nonconformance or noncompliance with the Project Plans or the bid document, the Project Manager shall notify the Site Superintendent of such nonconformance or noncompliance. Thereafter, the Project Manager and the Site Superintendent, in consul tation with the City building inspector, shall jointly determine the corrective action required. If the Project Manager and the Site Superintendent are unable to agree upon the corrective action, the Project Manager shall have authority to make such determination, with Developer having a right of appeal to the Director of the Youth, Parks & Community Enrichment Department or to City Manager who may delegate his or her authority over such matter.

1.5.4 Prevailing Wages. Developer shall require all of its contractors and subcontractors to pay their construction workers not less than the general prevailing rate of wages for such workers’ craft or trade, as determined by the Director of the Department of Industrial Relations at the time that Developer issues the solicitation for bids for the -9-

Park Improvements (pursuant to Labor Code Section 1773). In accordance with state law and DIR’s regulations, at a minimum these requirements include that the contractor and all of its subcontractors must be certified with the DIR, the project registered with DIR (PWC 100 form), daily reports describe the work performed, workers have been interviewed to insure proper classification, verification of fringe benefit and if applicable overtime payments, apprentices were request ed, and training fund payment was made.

Attached as Exhibit J is the City ’s Labor Compliance Manual which outlines the DIR requirements. Developer intends to hire a consultant to perform labor compliance oversight and verification; otherwise City’s labor compliance consultant costs as set forth in Exhibit F may be increased to cover City ’s consultant costs for labor compliance monitoring. Copies of contractors’ and subcontractors’ certified payroll records shall be provided to City on a monthly basis usi ng the City ’s LCP Tracker software, and final payroll records must be submitted before the City’s acceptance of the Park Improvements and issuance of the Final Completion certificate (defined in Section 2.2 below).

1.5.5 Unforeseen Cost Increase. If Developer encounters unknown and unforeseen site conditions after commencement of Park Improvements construction that will increase the Project Costs in excess of the Final Budget, and neither Party voluntarily agrees to bear such cost increase, then a change order shall be issued to modify the Park Improvements not yet constructed in order to bring the Project Costs back within the Final Budget. In this latter event, Developer and LAS shall meet and confer in an attempt to agree upon the modifications. If the Parties are unable to agree, LAS shall have the final authority to make such determination and identify Park Improvements to be deleted or changed by issuance of a written change order to Developer to bring the Project Costs within the Final Budget. The Completion Date shall be extended by the number of days required to implement the modifications to the Park Improvements by the contractor, if any.

1.6 Performance and Payment Bonds . Prior to the commencement of construction of the Park Improvements, Developer shall obtain performance and payment bonds for the construction of the Park from the construction contractor(s) and name City as an additional obligee, and the original bonds shall be provided to City to retain until the Park construction is completed and the bonds can be released. The payment bond may be released upon expiration of the stop payment notice claim period after recording of the Notice of Completion. On Final Completion (defined in Section 2.2 below), the amount of the performance bond may be reduced to reflect the value of the maintenance work to be performed by Developer during the one (1)-year warranty period.

1.7 Insurance. Prior to the commencement of construction of the Park Improvements, Developer shall furnish to City certificates of insuran ce from its contractor(s) as set forth below for the construction period until Final Completion, as well as through the end of the warranty maintenance period, with an insurance carrier acceptable to City. The Commercial General Liability policy certifica te shall include an endorsement naming the City as an additional insured and the certificate for the Commercial General Liability and Automobile policies shall provide for issuing notice to City at least 10 days prior to cancellation or reduction in covera ge. The Commercial -10-

General Liability policy holder may be the construction contractor for the construction period and it’s landscape maintenance contractor for the warranty maintenance period.

The minimum insurance coverages for Developer’s contractors shall be as follows:
(i) Commercial General Liability insurance in the amount of not less than a one million dollars per occurrence, (ii) Automobile Liability insurance in the amount of not less than a one million dollars for owned and non -owned vehicles, and (iii) workers compensation insurance with a waiver of subrogation.

If Developer fails to require its contractor to maintain, such insurance coverages, City may take out insurance and recover the amount of the premiums from Developer or retain such amount from credits due Developer under this Agreement. Failure of City to obtain such insurance shall in no way relieve Developer from any of its responsibilities under this Agreement.

1.8 Contracts and Change Orders . Developer shall be responsible for entering into all contracts and issuing any change orders required for the construction of the Park Improvements; provided, however, Developer shall not be required to enter into any change orders that would increase the Project Costs in excess of the Final Budge t unless an increase in the Final Budget is approved by the City as provided in Sections 1.3.6 and 1.5.5. All change orders require approval of the LAS, which approval shall not be unreasonably delayed, conditioned, or withheld, except as follows. If a change order would increase the Project Costs in excess of the Final Budget, the Park Improvements shall be modified in order to bring the Project Costs back within the Final Budget as provided in Section 1.5.5. If the City finds in its sole discretion tha t the Park Improvements cannot be modified so that the Project Costs do not exceed the Final Budget, then City, at City’s sole discretion, may either disapprove of the change order or may approve the change order along with approval of an increase in the P roject Costs and the Final Budget, with such increased costs being eligible for additional credits or reimbursement, at the City ’s sole discretion, under the terms of the Greenbriar Park Planning and Development Agreement . The procedures set forth in Sect ion 1.3.6 shall apply to document that the changes in the Park Improvements and/or Final Budget are part of this Agreement.

1.8.1 Discretionary Change Orders . Developer shall issue a change order, even if it is not required by the Project Plans and Park Improvements, if requested by City to augment or modify the Park Project for the purpose of improving the Parks.

When a discretionary change order is requested, Developer shall provide City a written cost estimate for the change within ten (10) days following Developer’s receipt of City ’s written request. Within ten (10) days after receiving the estimate, City shall direct Developer whether or not to issue the change order. If the City directs the Developer to issue the change order, City shall award to Developer additional credits or reimbursement of the change order costs which exceed the Final Budget. The procedures set forth in Section 1.3.6 shall apply to document that the changes in the Park Improvements and/or Final Budget are part of this Agreement. Notwithstanding the foregoing, Developer shall not be obligated to make discretionary changes requested by City if the change would result in an unreasonable delay to completion of the Park Improvements, which is defined -11-

as a significant period of time past the Completion Date and such delay would impact the planned construction schedule for Developer’s Phase 1 development project.

1.9 Liquidated Damages. The actual occurrence of damages and the actual amount of damages that City would suffer if each Park is not completed by the Completion Date are dependent upon many circumstances and conditions, such that it is impracticable and extremely difficult to fix the actual damages. Damages which City would suffer in the event of delay include loss of the use of the Park(s) by the public and additional staff costs. Accordingly, the Parties agree that the amount set forth below as liquidated damages shall be presumed to be the amount of damages sustained by the failure of Developer to complete each Park by the Compl etion Date. The amount of the liquidated damages to be paid by Developer for failure to complete the Park by the Completion Date will be $100.00 per calendar day for the first 30 days after the Completion Date, $500.00 per calendar day for the next 30 day s after the Completion Date, and $1,000.00 per calendar day thereafter, continuing until each Park is substantially completed as determined by City in its sole discretion. The amount of liquidated damages assessed by City shall be deducted from the value of the credits or reimbursements to be awarded to Developer under this Agreement or payment shall be owed if all of the credits and reimbursements have been issued as set forth in Section 3.4.

1.10 Construction Submittals . Developer shall provide the Project Manager, and any construction inspector upon written demand, copies of all submittals furnished by the contractor including, without limitation, all construction schedules, certified payroll records, material testing reports, requests for substitution of m aterials or equipment, soil and Hazardous Substances (defined in Exhibit H) testing and monitoring reports, material testing reports, and all change order requests and all other required contractor submittals within (10) days from the date of Developer ’s r eceipt of such documents.

ARTICLE II

PARK ACCEPTANCE, CONVEYANCE AND MAINTENANCE

2.1 Completion. When construction of the Park Improvements at each Park is substantially complete, Developer shall provide written notice to the City requesting final inspection. The notice shall not be issued until the turf has been established, which is generally 30 days for sod and 90 days for hydro seeding. Within ten (10) business days following the date of receipt of Developer ’s written notice, the City shall conduct a final inspection of the construction of the Park Improvements (“Final Inspection”). At the Final Inspection, Developer, or its contractor, shall demonstrate and instruct City personnel in the operation, adjustment, and maintenance of all equipment or systems included in the Park Improvements.

2.2 Final Inspection. If during the Final Inspection City determines that the Park Improvements have not been fully completed in accordance with the Project Plans, City shall prepare a punch list of all items to be completed and send the list to Developer within ten (10) business days following the date of the Final Inspection. Developer shall arrange for the completion and repair of the punch list items to occur in a prompt and -12-

diligent manner. Upon completion of the punch list wo rk, Developer shall send City a request for another Final Inspection and within ten (10) business days following the date of receipt of Developer’s written notice, City shall conduct another Final Inspection. If City determines that the punch list work is complete, City shall promptly deliver a certificate of “Final Completion ” to Developer and record a Notice of Completion. If the City determines that the punch list work is not complete, then City and Developer shall repeat the Final Inspection/punch list procedures specified in this Section 2.2 until the successful completion of the punch list work.

2.3 As-Built Drawings . Within ten (10) business days after the Final Completion is issued, Developer shall provide City with a Mylar copy of “as-built” record drawings for the Park Improvements with certification by a licensed landscape architect or civil engineer in the State of California as to accuracy and completeness. Developer’s submission of complete, updated as-builts shall be a prerequisite to Final Acceptance.

2.4 Release of Liens . Prior to issuance of the Final Acceptance certificate, Developer shall provide, in form satisfactory to the City, evidence that all of the costs of the Park Improvements have been fully paid. Upon request of the City, Developer shall make a good faith effort to obtain lien releases under California Civil Code Section 8138 to assure that payment of any outstanding claims of the Developer ’s contractors, subcontractors, and suppliers have been paid.

2.5 Final Acceptance. The “Final Acceptance” of the Park Improvements at each Park shall occur after a successful Final Inspection, issuance of the Final Completion certificate, submittal of all certified payroll records, the period to file a stop payment notice has expired, and th e as -built drawings have been submitted. City’s acceptance of the Park Site dedication and the Park Improvements at each Park shall not be unreasonably withheld, delayed, or conditioned. After City issues notice to the Developer of Final Acceptance for e ach Park, the Park Site as improved shall be transferred as the property of City by the Developer, in accordance with the subdivision map or other entitlement conditions, by either recording of a certificate of acceptance of the Irrevocable Offer of Dedica tion set forth on the final subdivision or parcel map, or execution of a grant deed (or easement if applicable). Developer shall promptly take any and all actions necessary to prepare legal descriptions, obtain title reports, and convey and vest full, com plete, and clear title in the Park Site and all of the underlying real property interests (subject to utility easements) to City, including those necessary for maintenance and access. The date on the certificate of acceptance or date of the grant deed (or easement if applicable) shall be the date that title to the Park Site and the Park Improvements has been transferred from Developer to City.

2.6 Park Maintenance . Developer shall maintain the plants and turf at Developer’s expense for a ninety (90) day period following substantial completion of the Park Improvements (the “Plant Establishment Period ”) notwithstanding that City has accepted ownership of the Park Site. During the Plant Establishment Period, the Park Site will not be open to the public. Developer shall maintain the perimeter construction fencing of the Park Site to prevent public access during this Plant Establishment Period.

Maintenance shall include, without limitation, watering, pruning and mowing in -13-

accordance with industry standards for the type of plant material, as well as pickup of any trash and debris.

2.7 Indemnification. Developer shall indemnify, defend and hold harmless City and its officers, employees and agents from and against any and all liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys ’ fees, whether for outside counsel or the City Attorney), causes of action, claims, or judgments (collectively, “Claims”) arising by reason of any death, bodily injury, personal injury, property damage or violation of any law or regulation to the extent arising from any actions or omissions in connection with the design, construction, operation, repair and/or maintenance of any portion of the Parks by Developer and/or its officers, employees, agents, contractors, subcontractors, or any other person or entity employed or hired by Developer; but excluding Claims alleging sole active negligence or willful misconduct of City and its officers, employees and agents.

Nothing in this Agreement shall be construed as a waiver by City of any immunity or defense it may have relating to any such Claim, including, without limitation, immunity or defenses relating to design review and construction inspection. With respect to the acts or omissions of the Developer’s agents, Developer’s indemnity obligation shall be limited to the acts or omissions of Developer’s authorized agents acting within the course and scope of such agency.

2.7.1 Indemnification Regarding Hazardous Substances . Developer further agrees and covenants to, and shall fully indemnify, defend and hold harmless, City and its officers, employees and agents from and against any and all Claims arising by reason of any death, bodily injury, personal injury, property damage or damage to the environment to the extent arising from any use, storage, treatment, transportation, release or disposal, on, about or around the Park Sites by Developer or its contractors of any Hazardous Substances as defined in Exhibit H occurring prior to the date the Park Sites and the associated real property interests are accepted by City. The foregoing indemnification obligation shall not apply to the incorporation of building materials as part of the Park Improvements, provided such incorporation is performed in accordance with applicable laws and is not in violation of Environmental Laws (defined in Exhibit H) in effect at the time of construction.

2.7.2 Duration of Indemnification Obligations . Except for the indemnification period as may be applicable for Hazardous Substances, the indemnification obligations in this Section 2.7 shall terminate two years after the expiration of the warranty period defined in Section 2.8.

2.7.3 Additional Provisions Regarding Indemnification Obligations .

City does not, and s hall not be deemed to, waive any rights against Developer which it may have by reason of the aforesaid indemnity and hold harmless agreements because of any insurance coverage provided pursuant to Section 1.7. The scope of the aforesaid indemnity and hold harmless agreements is to be construed broadly and liberally to provide the maximum coverage for City in accordance with their terms, but only to the extent allowed pursuant to Civil Code section 2782. No specific term or word contained -14-

in this section shall be construed as a limitation on the scope of the indemnification and defense rights and obligations of the Parties unless specifically so provided.

Except as may otherwise be specifically and expressly provided in this Section 2.7.3 relating to Claims based upon allegations of the sole active negligence or willful misconduct on the part of City, the aforesaid indemnity and hold harmless agreements shall not be limited or waived in any way based upon the fact that City has prepared, supplied, or approve d the Project Plans, or has inspected or failed to inspect construction of the Park Improvements.

Developer shall include or cause to be included the following language or reasonably similar in meaning in all contracts or agreements issued by Developer relating to the design, construction, operation, repair, and maintenance of the Park Project, provided however, such indemnity may be limited if required by the provisions of Civil Code section 2782 as follows:
“Contractor agrees and covenants to, and shall, fully indemnify, defend, and hold harmless the City of Sacramento and its officers, employees and agents from and against any and all liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys ’ fees, whether for outside counse l or the City Attorney), causes of action, claims or judgments arising by reason of any death, bodily injury, personal injury, property damage or violation of any law or regulation to the extent arising from any actions or omissions in connection with the design, construction, operation, repair and/or maintenance of any portion of the Park by Contractor and/or its officers, employees, agents, contractors, subcontractors, or any other person or entity employed or hired by Contractor.”

2.7.4 Waiver by Developer . In addition to Developer ’s obligations to indemnify, hold harmless, and defend City as set forth above, Developer, and on behalf of its assigns, transferees, and successors, hereby waives and releases any and all claims of whatever sort or nature that may a rise against City or its officers, employees and agents in connection with Developer’s design, construction, operation, repair and/or maintenance of the Parks. This waiver and release shall include any and all claims arising under Section 1542 of the California Civil Code, which provides that:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected h is or her settlement with the debtor.”
Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, the Parties expressly acknowledge that this Agreement is intended to release and extinguish, witho ut limitation, all Claims as described in this Section 2.7 which the Parties do not know or suspect to exist. The provisions of this Section 2.7.4 shall survive expiration of this Agreement. -15-

2.8 Warranty. Developer hereby warrants that the Park Improvements will be free from any defects in materials and workmanship for a period of one (1) year following the date of Final Acceptance. Notwithstanding the foregoing, Developer ’s warranty excludes damages or defects caused by: (i) ordinary wear and tear of the P ark Improvements under normal usage, (ii) abuse or neglect by other persons, (iii) vandalism and acts of God, and (iv) City employees and agents. Nothing herein shall be construed to limit any other warranties City may have from the manufacturer of any ma terials used in the Park Improvements, but the warranty contained in this Section 2.7 shall be the exclusive warranty of Developer, and all other express or implied warranties are expressly disclaimed.

Should any failure of any of the Park Improvements, or any portion thereof, occur within the one (1) -year warranty period, Developer shall promptly cause the needed repairs to be made without any expense or cost to City. Warranty work is distinguished from the landscape maintenance that Developer will be per forming during the maintenance period per Section 2.6. City is hereby authorized to make repairs if Developer fails to make, or undertake with due diligence, the necessary repairs after it is given written notice of such failure; provided that City shall provide Developer with an opportunity to meet and confer regarding such warranty work and Developer shall be given a reasonable opportunity to perform such warranty work within a time frame and on conditions which are reasonable under the circumstances, pr ior to City making any temporary or permanent repairs or replacements during the warranty period. In case of an emergency when delay in undertaking the repairs could cause a safety hazard to the public, City may make the necessary repairs without prior no tice to Developer at Developer’s cost.

In all cases where City has had to take action to undertake the repairs, Developer shall reimburse City for its actual and reasonable costs and expenses, including direct and indirect costs, within thirty (30) days from the date of the invoice which includes all supporting documentation. If Developer fails to make payment, City, at its election, may deduct the outstanding amount owed by reducing the amount of credits pursuant to Section 3.4.

ARTICLE III

PARK IMPACT FEE CREDITS

3.1 City’s Costs. In addition to Developer’s costs to plan, design and construct the Park Improvements as set forth in this Agreement, Developer shall also fund City staff project costs to review and approve conceptual plans, the Master Plans, Project Plans, bid documents, contract award, and inspect the work as well as administer the Park Impact Fee (PIF) program. The City imposes a five percent (5%) PIF Program Administration Fee to fund the costs incurred by the City in the administration of the PIF Program, including accounting for the Credits (defined in Section 3.2 below) and preparing nexus and annual reports in compliance with the Mitigation Fee Act. (“Staff Project Costs”). Developer shall also pay City two percent (2%) of the Parks construction cost for compliance with the Art in Public Places Fee (“APP Fee”) requirement. The APP Fee program is managed by the Arts, Culture and Creative Economy Commission and -16-

the APP Fee funds the costs for design, fabrication and installation of public artwork in City parks. The artwork acquired by the APP Fee may be placed at the Park Site(s) or in other parks within the same community planning area as the Development Project. (These fees are based on the “Revised Total Park Allowance for Phase 2” established by the Amendment No. 1 to Greenbriar Park Planning and Development Agreement for Greenbriar Planned Unit Development as identified in Exhibit F.) The estimated City Staff Project Costs and APP Fee are listed in Exhibit F. Within thirty (30) days following the delivery to Developer of a fully executed original of this Agreement, Developer shall pay City as a deposit fifty percent (50%) of the amount of City’s estimated Staff Project Costs and the APP Fee as set forth in Exhibit F. Developer shall pay the remaining fifty percent (50%) prior to the issuance of a Notice to Proceed to construct the first Park.

The Parties acknowledge and agree that the amount of the City staff Project Costs is a good faith estimate, but because unusual or unforeseen circumstance s, while unlikely, may nevertheless cause estimated City staff Project Costs to be exceeded, City therefore does not guarantee that this amount will be sufficient to cover City’s staff costs to perform the tasks set forth in Exhibit D. If during the term o f this Agreement, due to unforeseen and unusual circumstances, City determines that additional funds will be required to complete the City tasks, City will notify Developer and the Parties shall meet to determine whether to amend the Final Budget to reduce the Project Costs as set forth in Section 1.3.6 or increase the amount of credits to be issued once Developer pays the additional costs. Within thirty (30) days after Final Acceptance, City shall return to Developer whatever balance remains, if any, of t he funds paid by Developer for City ’s staff costs under this Agreement and the amount of credits shall be adjusted accordingly.

3.2 Issuance of Credits . Based on the initial Park Development Budget set forth in Exhibit F, if Developer completes all of its obligations under this Agreement, under the Fee Ordinance, Developer will be eligible for a total value of $4,473,947 in Park Impact Fee Credits based on the Phase 2 Park Impact Fee Adjusted Park Budget as set forth in the Amendment No. 1 to Greenbriar Park Planning and Development Agreement .

The Credits will be applied to the Park Impact Fee due at the time each building permit is issued for development of the Property. Advanced credits were issued in anticipation of approval of this Turnkey Agreement (for which a performance bond was provided to the City in the amount of $549,600 on or about May 21, 2024). The issuance and use of those credits is subject to the terms of this Turnkey Agreement and does not increase the total PIF credits available, as set fo rth in this section. After execution of this Agreement, Developer may request use of a portion of the Credits already earned based on the amount actually incurred by Developer for the Master Plan preparation, and the amount paid by Developer for City Staff Project Costs and APP Fee per Section 3.1, which equals $474,060.

Per City Code Section 18.56.125, claims for the use of development impact fee credits must be made at the time of imposition of the fee, which at the issuance of a building permit. Also, City Code Section 18.56.240 regarding Park Impact Fee credits provides that credits cannot be exchanged for cash reimbursement if the Developer elects -17-

to pay this fee or defers this fee under an impact fee deferral agreement because such agreements requi re fee payment at the time the occupancy permit is issued due to bonding of the fees deferred. If Developer fails to apply these Park Impact Fee credits at the time the building permits are issued for the Phase 2 Development, then the credits (and any exc ess credits) may be used for subsequent Development Project building permits. While the amount of the Park Impact Fee may be adjusted annually due to inflation, the value of the credits are not increased accordingly.

3.3 Advancement of Credits . Developer may request an advancement of additional Credits prior to Final Acceptance of the Parks; however, Developer must post security and the amount of the Credits requested shall not exceed the total estimated amount of remaining expenditures for the Park Project as set forth in the Final Budget, as it may be adjusted under an amendment. Developer shall provide a Performance Bond issued to Developer by an acceptable surety with the City named as the obligee as security for the advancement of issuance of Credits. The Performance Bond must comply with the conditions set forth in Section 3.6. Developer may only terminate the Performance Bond with the consent of the City.

As authorized by City Council Motion No. 2015-0249, after acceptance of the Performance Bond, Cit y shall immediately issue Credits equal to the full amount of the Performance Bond. With the issuance of each building permit, including building permits for model homes, the Developer will be entitled to apply the Credits as payment of the Park Impact Fe e in effect at the time the permit is issued. As Credits are applied, the amount of the remaining Credits will be reduced. Because the timing of completion of development of the Property is controlled by Developer, the amount or value of the Credits remaining after Final Acceptance of the Parks is not increased by interest or inflation, even though the Park Impact Fee is adjusted annually by a construction cost inflation index.

3.4 Allocation of Prepaid Park Impact Fees and Reimbursement . Park Impact Fees m ay have been deposited for building permits to develop the Property by Developer and/or third party builders in advance of the execution of this Agreement. If the fees collected by City are to be applied to development of the Parks as provided in Section 1.3.6, Developer shall be entitled to reimbursement for the Park construction costs in an amount equal to an allocation of the Park Impact Fees previously paid, less City’s less City’s five percent (5%) Park Impact Program Administration Fee and the two percent (2%) Art in Public Places Fee as set forth in Section 3.1. City will pay Developer the amount of funds, if any, as specified in the Final Budget within thirty (30) days from receipt of Developer’s written request for reimbursement of the construction costs of the Parks after Final Acceptance of the Parks, if Developer has complied with the requirements set forth in Section 3.5.

3.5 Project Cost Verification. The City has the right to verify whether the costs of the services, materials and work performed for the Park Project have been actually incurred and paid for by the Developer. Within thirty (30) days after Final Acceptance of each Park, Developer shall provide City with copies of all contracts, change orders, and invoices for the cost s of the work, and such other documentation as may be requested -18-

by City, to verify the Project Costs incurred by Developer. City’s approval and verification of Project Costs shall not be unreasonably withheld, delayed or conditioned. After City verifies and approves the actual Project Costs, City will pay Developer the amount of reimbursement per Section 3.3 if applicable, and reimburse Developer the amount remaining in the Developer ’s Prepaid Park Impact Fee Account per Section 3.1 if applicable, within thirty (30) days from the date of receipt of the Developer’s invoice.

If Developer fails to provide copies of all contracts, change orders, and invoices for the costs of the work, and such other documentation as may reasonably be requested by City, to verify the Project Costs incurred by Developer no later than ninety (90) days after Final Acceptance, City may revoke and withhold any remaining Credits until such documentation is submitted. If the actual Project Costs are less than the amount of Credits issued by City, then the amount of Credits for Phase 2 may be reduced, or that overpayment amount in the form of Credits may be deducted for the Phase 2 parks Project Costs if Developer had already applied all of the Phase 2 Credits issued under this Agreement.

3.6 Performance Bond Requirements . If Developer requests advancement of Credits before Final Acceptance of the Parks, in lieu of cash or a letter of credit, Developer may obtain a Performance Bond as security for completion of the Park construction by insuring sufficient funds will be available to pay the construction contractor if Developer defaults in its obligation to fund the Park construction in lieu of paying the Park Impact Fees. The Performance Bond amount shall be equal to the amount of the advancement of Credits issued prior to Final Completion of each Park. The bond must be issued to the Developer by a surety insurer duly authorized to transact business in the State of California with not less than an A/VIII rating by A.M. Best. The performance bond must name City as an oblige and be in the form provided as Exhibit I, which is attached and incorporated herein by this reference.

ARTICLE IV

ASSIGNMENTS OF CREDITS

4.1 Assignment Permitted . Developer may assign all or a portion of the Credits issued under this Agreement to third parties, who may then use the Credits against the Park Impact Fee to be assessed at the time of building permit issuance, if the third party’s development project is located within the Property or within the designated service area for the Park Sites, subject to and in accordance with the terms of this Article.

All Credit assignments require City ’s prior written consent, which consent shall not be unreasonably withheld or delayed. Any assignment by Developer of Credits to Lennar Homes of California, .LLC or an affiliate thereof, which becomes owner of a portion of the Property, shall be deemed an acceptable assignee. City shall be entitled to calculate and assess, as a condition of its consent of any such assignment, a reasonable fee f or the review, approval and administration thereof, not to exceed two hundred and fifty dollars ($250) per assignment.

4.2 Required Assumption by Assignee . In addition to the approval of the City, any assignment of Credits shall be subject to an express written assumption by the -19-

assignee, whereby said assignee agrees to be subject to all the provisions of this Agreement with respect to the application and interpretation of the Fee Ordinance and the Park Impact Fee Credit provisions. The assignment agreement s hall contain a provision that Developer and the assignee agree to fully and completely indemnify and defend City from any liability relating to the assignment of rights and any disputes between the Developer and its assignee.

4.3 Disputes Between Developer and Assignee. Developer and any assignee thereof acknowledge and agree that in the event of any dispute between Developer, an assignee, and/or the City regarding the legal ownership of the rights to the Credits, City may withhold any cash reimbursement and m ay disallow the use of any Credits unless and until either: (i) all Parties to the dispute have executed an agreement in a form acceptable to the City Attorney specifying the legal ownership of such rights and the manner in which such rights will be exerc ised, which agreement shall contain acceptable indemnification and defense provisions, or (ii) one of the parties has obtained a court order determining as against the disputing party(ies) the legal ownership of such rights and the manner in which such rights will be exercised.

4.4 Credit Policies and Procedures. Developer, for itself and its successors in interest to the Property, acknowledges that the Credit rights are held by the Developer and such rights do not run with the Property ownership. The Credits must be assigned in accordance with this Article 4, even between affiliated entities of Developer. In addition, City policies and procedures relating to assignment and application of Credits, as they may be amended, shall apply to the use of the Credits by Developer and its assigns in the future. However, the terms and conditions of this Agreement shall prevail in the event of any conflict with the City policies and procedures, but excluding any applicable provision of the City Code.

ARTICLE V

MISCELLANEOUS

5.1 Entire Agreement. This Agreement represents the entire agreement of the Parties relating to the subjects covered by this Agreement. No oral or written statement, representation, or agreement not included within this Agreement shall be of any force or effect whatsoever, and shall be deemed to have been superseded by the terms hereof.

5.2 Notices. Any demand upon or notice required or permitted to be given by one Party to the other Party shall be in writing. Except as otherwise provided by law, any demand upon or notice required or permitted to be given by one Party to the other Party shall be effective (a) on personal delivery, (b) on the second business day after mailing by certified or registered United States Mail, return receipt requested or (c) on the succeeding business day after mailing by Express Mail or after deposit with a private delivery service of general use (e.g., Federal Express) postage or fee prepaid as appropriate, addressed to the Party at the address shown below:

If to City: City Manager
New City Hall, 5th floor
-20-

915 I Street
Sacramento, CA 95814
If to Developer: Greenbriar Phase 2, LLC
888 San Clemente, Suite 100
Newport Beach, CA 92660
Attn: John Stanek
With a copy to: Nicholas Avdis
Avdis & Cucchi, LLP
1415 L Street, Suite 401
Sacramento, CA 95814

5.3 Alternative Dispute Resolution. Any dispute or controversy between the Parties to this Agreement relating to the interpretation and enforcement of their rights and obligations may be resolved by mediation or arbitration by a Party serving a Not ice of Dispute (“Notice”) on the other Party. The Notice shall describe the nature of the dispute and specify whether mediation or non -binding arbitration procedure is preferred. The Parties shall first attempt in good faith and use their best efforts to reach agreement on the matters in dispute.

If mediation is requested in the Notice, within fifteen (15) days of the mailing of the Notice, the Party serving the Notice shall attempt to employ the services of a third person (“Mediator”) mutually acceptable to the Parties to conduct such mediation. The cost of the Mediator shall be borne equally by the Parties. The mediation shall take place within thirty (30) days after the appointment of the Mediator. If the Parties are unable to agree on a Mediator, then the dispute may be referred to arbitration.

The Party serving the Notice may request that the dispute be resolved by arbitration, which shall be conducted by Judicial Arbitration and Mediation Services (JAMS). The arbitration shall be held and conducted in Sacramento, California before an arbitrator selected by mutual agreement of the Parties. If agreement is not reached on the selection of an arbitrator within fifteen (15) days after referral to arbitration, then such arbitrator shall be appointed by the Presiding Judge of the Superior Court of Sacramento County as soon as practicable. The arbitration shall comply with the following requirements:
(a) Any referral to arbitration shall be barred after the date that institution of legal or equitable pro ceedings based on the subject controversy or dispute would be barred by the applicable statute of limitations.
(b) The arbitrator appointed must be a former or retired judge or an attorney with at least ten (10) years’ experience in real property, commerci al, and municipal law.
(c) The arbitrator shall prepare in writing and provide to the Parties factual findings and the reasons on which the decision of the arbitrator is based. -21-

(d) The matter shall be heard by the arbitrator and the final decision by the arbitrator must be made within ninety (90) days from the date of the appointment of the arbitrator. The arbitration hearing date shall be established by the arbitrator, which date must be within such period of time that the arbitrator, in his or her sole d iscretion, determines to be sufficient to meet the foregoing time constraints. (e) Costs and fees of the arbitrator and court reporter, if any, shall be borne equally by the Parties. The cost of preparing any transcript of the proceedings shall be the responsibility of the Party or Parties requesting such preparation. (f) The award or decision of the arbitrator shall be non-binding. (g) The provisions of Title 9 of Part 3 of the California Code of Civil Procedure, commencing with Section 1282 and including Section 1283.05, and successor statutes, permitting, among other things, expanded discovery proceedings shall be applicable to all disputes that are arbitrated under this Section 5.3.

5.4 Enforced Delay, Extension of Times of Performance . In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or default are due to war, acts of terrorism, insurrection, strikes, walkouts, riots, energy shortages, energy rationing, floods, drought, rain, earthquakes, fires, casualties, acts of God, governmental restrictions imposed or mandated by other governmental entities, including any federal, state, county, city or other governmental agency with jurisdiction over the Property which declar es an emergency; issues orders; adopts regulations; imposes restrictions; shuts down offices; and/or alters its operations in any manner that impacts Developer ’s ability to perform under this Agreement (including, without limitation, the effects of the COV ID-19 pandemic), enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulation, litigation, or similar bases for excused performance. If written notice of such delay is given to City within thirty (30) days of the commencement of such delay, an extension of time for such cause shall be granted for the period of the enforced delay, or for such longer period as may be mutually agreed upon by the parties in writing.

5.5 Fee Ordinance. The Parties rights and obligati ons hereunder shall at all times be governed by and subordinate to the provisions of the City Code Chapter 18.56 in effect on the date that this Agreement is approved and executed by both Parties.

5.6 City Attorney Preparation Fees . Developer shall pay to City the sum of one thousand five hundred dollars ($1,500.00), representing the costs associated with the City Attorney ’s services in negotiating and drafting this Agreement within thirty (30) days following mutual extension of this Agreement.

5.7 Exhibits. All exhibits attached hereto are hereby incorporated by reference herein.

5.8 Relationship Between Parties. Developer and the City agree that (a) the relationship between them is, is intended to be and shall at all times remain, in connection -22-

with the transactions contemplated by this Agreement, that of a private developer as to Developer and a public agency as to the City and (b) no Party is intended to be or shall be construed as a partner, joint venturer, alter ego, manager, controlling person or other business associate or participant of any kind of any other Party or any of its affiliates and no Party intends to ever assume such status.

5.9 No Third Party Beneficiaries . This Agreement shall not be deemed to confer any rights upon any individual or entity, which is not a Party hereto, and the Parties hereto expressly disclaim any such third-Party benefit.

5.10 Governing Law and Venue. This Agreement is entered into and shall be construed and interpreted in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court located in Sacramento County in the State of California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

5.11 Counterparts and Digital Signatures. This Agreement may be executed in counterparts, which when taken together shall constitute a single signed original as though all Parties had executed the same page. A facsimile or other electronic signature shall be deemed an original signature.

5.12 Severability. If any portion of this Agreement shall become illegal, null, void or against public policy for any reason, or sha ll be held by any court of competent jurisdiction to be illegal, null, void or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law.

5.13 Authority to Bind. Each person signing this Agreement warrants that it is authorized to bind its respective Party on whose behalf they sign.

5.14 Time is of the Essence. Time is of the essence in the performance of each and every covenant and condition of this Agreement.

5.15 Assignment and Successors. Subject to the terms of Section 4.2, above, this Agreement may not be assigned without the prior written consent of City, which consent may not be unreasonably withheld. Any attempt to assign this Agreement without such consent shall be void. All of the covenants, terms and conditions set forth in this Agreement shall be binding upon the Parties and to their respective heirs, successors and assigns
[signature page follows]

-23-

IN WITNESS WHEREOF, the Parties hereto have ca used this Agreement to be duly executed as of the day and year first written above.

CITY OF SACRAMENTO,
By:

Jackie Beecham, Director
Youth, Parks, & Community Enrichment Department
For Howard Chan, City Manager
APPROVED AS TO FORM:

By:

Senior Deputy City Attorney

ATTEST:

By:

Assistant City Clerk

GREENBRIAR PHASE 2, LLC
a Delaware limited liability company
By:

Authorized Representative

Exhibit A-1

Exhibit A-1
“Property”

EXHIBIT A-2
Phase A-2

EXHIBIT B
Park Sites

EXHIBIT C-1

EXHIBIT C-2

EXHIBIT C-3

EXHIBIT D

TASKS ALLOCATION

Filled-in squares designate which Party has agreed to take responsibility for the completion of each specified task.

A. CONCEPTUAL DESIGN PHASE

1. Survey of Park Sites (inc. topo mapping and property line verification).

2. Determination of park amenities (always by the City).

3. Preparation of Master Plan illustrating Park Improvements.

4. Preparation of initial cost estimate for construction of park per Master Plan.

5. Public review and City approval process for Master Plan.

B. PARK DESIGN PLAN PREPARATION PHASE

1. Development of design plans.

2. Preparation of specifications.

C. CONSTRUCTION DOCUMENT PHASE

1. Environmental review and documentation, if required.

2. Preparation of bid documents .

3. Preparation of construction cost estimate and project timeline.

4. Public review of construction documents and specifications.

5. Submittal for Building Permit (to City Community
Development Department, Building Division).

D. BID DOCUMENT PHASE

1. Administer bidding process.

2. City approval of bidder and contract award.

E. CONSTRUCTION PHASE (Field Work)

1. Project staking.

2. Construction inspection (always by City Park
Planning and Development Services).

3. Construction administration (City’s Project Manager and Developer’s Site Superintendent).

4. Final Inspection.

5. Site cleanup and walkthrough (with City in attendance).

6. Public opening (always by the City).

7. Warranty administration.

8. Title insurance and Park transfer to City of Sacramento.

9. Submit labor compliance to City on a monthly basis.

10. Submit Project Cost verification documents.

EXHIBIT E-1

EXHIBIT E-2

EXHIBIT E-3

EXHIBIT F

EXHIBIT G

REPRESENTATIVES
City:

City of Sacramento, Youth, Parks, & Community Enrichment Department Park Planning & Development Services
915 “I” Street, 3rd Floor
Sacramento, CA 95814
Project Manager: Jason Wiesemann, Park Planning, Design and Development Manager Office Phone: 916-808-7634
e-mail: [email protected]
Developer:

THE GREENBRIAR PHASE 2, LLC
888 San Clemente, Suite 100
Newport Beach, CA 92660
Attn: John Stanek
Site Superintendent:

Office Phone:
e-mail:

EXHIBIT H

HAZARDOUS SUBSTANCES
A. No Review, Examination or Assessment . The Parties acknowledge and understand that City has not conducted any review, examination or assessment to assess, identify or detect the presence of any Hazardous Substances, as defined below, on, under or around the Park Site . As between the City and Developer, any liability associated with the presence of any Hazardous Substances on, under or around the Park Site, including any interests in said property dedicated to City as provided herein, shall be governed by the indemnity provisions of this Agreement, regardless of whether any such review, examination or assessment is conducted.

B. Definitions.
(1) As used herein, the term “Hazardous Substances” means:
(a) Those substances included within the definitions of hazardous substance, hazardous waste, hazardous material, toxic
substance, solid waste, or pollutant or contaminant under any Environmental Law, as defined below;
(b) Those substances listed in the United States Department of Transportation Table [49 CFR 172.101 ], or by the
Environmental Protection Agency, or any successor agency, as hazardous substances [40 CFR, Part 302];
(c) Other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under fed eral, state or local laws or regulations; and
(d) Any material, waste, or substance that is
i) a petroleum or refined petroleum product,
ii) asbestos,
iii) polychlorinated biphenyl,
iv) designated as a hazardous substance pursuant to
33 USCS § 1321 or listed pursuant to 33 USCS §1317,
v) a flammable explosive, or
vi) a radioactive material.
(2) As used herein, the term “Environmental Law ” means all federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, or perta ining to

environmental conditions on, under, or about the detention basin site or any of the easement areas which Developer is required to and does convey to City pursuant to this Agreement, as now or may at any later time be in effect, including, without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RC RA) [42 USCS §§ 6901 et seq. ]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) (33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) (15 USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 etseq-1; the Insecticide, Fungicide, Rodenticide Act (7 USCS §§ 136 et seq,]; the Superfund Amendments and
Reauthorization Act (42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et seq.]; the Safe Drinking Water Act (42 USCS §§ 300f et seq.]; the Solid Waste Disposal Act 142 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous Substances Act [Health and Safety Code §§ 25280 et seq.]; the California Hazardous Substances Account Act [Health and Safety Code §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [Health and Safety Code §§ 24249.5 et seq.]; the Porter- Cologne Water Quality Act [Water Code §§ 13000 et seq.], together with any amendments of or regulations promulgated under the statutes cited above, and any other federal, state or local law, statute, ordinance or regulation now in effect or later enacted that pertains to the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

Exhibit I

CITY OF SACRAMENTO Bond No.:

PERFORMANCE BOND Premium:

Department of Youth, Parks and Community Enrichment Page 1 of 1 WHEREAS, the City of Sacramento, State of California, hereinafter called City, has entered into the Park Development Impact Fee Credit Agreement (“Contract”) with ________________________________________________________________________ _____________________________________________ (full name and address of Developer);
as principal, hereinafter called Contractor, which is a contract for construction of the _____________ Park, which Contract is by reference incorporated herein and made a part hereof as if the Surety named below were a party to the Contract; and WHEREAS, under the terms of the Contract, Contractor is required to furnish a bond for the faithful performance of the Contract.

NOW, THEREFORE, we the Contractor and (here insert full name and address of Surety):
_____________________________________________________________________, a corporation duly authorized and admitted to transact business and issue surety bonds in the State of California, hereinafter called Surety, are held and firmly bound unto the City, as obligee, in the sum of: ____________________________________________ DOLLARS ($__________________), for the payment of which sum well and truly to be made, we the Contractor and Surety bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally. The condition of this obligation is such that, if the Contractor, Contractor ’s heirs , executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and fully perform all covenants, conditions and agreements required to be kept and performed by Contractor in the Contract and any changes, additions or alterations made thereto, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meanings, and shall indemnify and save harmless the City, its officers, employees and agents, as therein provided, then the Surety’s obligations under the Contract and this bond shall be null and void; otherwise they shall be and remain in full force and effect.

As part of the obligations secured hereby and in addition to the sum specified above, there shall be included all costs, expenses and fees, including attorney’s fees, reasonably incurred by City in successfully enforcing such obligations, all to be taxed as costs and included in any judgment rendered.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder or to the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration or addition.

IN WITNESS WHEREOF , this instrument has been duly executed by authorized representatives of the Contractor and Surety. SIGNED AND SEALED on ________________, 20____.

(Contractor) (Seal)
By:

Title:

(Surety) (Seal)
By:

Title:

ORIGINAL APPROVED AS TO FORM:

City Attorney

EXHIBIT J

LABOR COMPLIANCE HANDBOOK

FOR DEVELOPER CONSTRUCTED PUBLIC PARKS PROJECTS
Labor Compliance Requirements
(Prevailing Wage, SB 854, AB219, Etc.)
SB 854, a budget trailer bill that was signed into law on June 20, 2014, and became effective immediately, made several significant changes to laws pertaining to the administration and enforcement of prevailing wage requirements by the Department of Industrial Relations (DIR). Among other things, SB 854 established a new public works contractor registration program to replace prior Compliance Monitoring Unit (CMU) and Labor Compliance Program (LCP) requirements for bond -funded and other specified public works projects. The fees collected through this new program will be used to fund all of DIR’s public works activities, including compliance monitoring and enforcement, the determination of prevailing wage rates, public works coverage determinations, and hearing enforcement appeals.

Labor Code Section 1725.5 (enacted by SB 854) requires all contractors bidding on this contract, all subcontractors listed in a bid for this contract, and any contractor or subcontractor performing any work under this contract, to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code Section 1725.5. Labor Code Section 1771.1 (enacted by SB 854) provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the Public Contract Code), or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work.

Every bidding contractor shall list the contractor’s current DIR registration number, and the current DIR registration number of all listed subcontractors, on the Subcontractor Verification Form included in the contractor’s bid.

SB 854 – Important Information for Contractors
1) No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
2) No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. 3) This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
4) The prime contractor must post job site notices prescribed by regulation. (See 8 Calif. Code Reg. §16451(d) for the notice that previously was required for projects monitored by the CMU (Compliance Monitoring Unit.)

Essentials of public works contractor registration program:
 Contractors will be subject to a registration and annual renewal fee that has been set at $400. The fee is non -refundable and applies to all contractors and subcontractors who intend to bid or perform work on public works projects (as defined under the Labor Code).
 Contractors will apply and pay the fee online and must meet minimum qualifications to be registered as eligible to bid and work on public works projects:
• Must have workers’ compensation coverage for any employees and only use subcontractors who are registered public works contractors. • Must have Contractors State License Board license if applicable to trade.
• Must have no delinquent unpaid wage or penalty assessments owed to any employee or enforcement agency.
• Must not be under federal or state debarment.
• Must not be in prior violation of this registration requirement once it becomes effective. However, for the first violation in a 12-month period, a contractor may still qualify for registration by paying an additional penalty.
 The registration fee is not related to any project. It is more like a license that enables the registrant to bid on and perform public works.
 Additionally, all contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement). The phase-in timetable for this requirement can be found on the following link at http://www.dir.ca.gov/Public-Works/SB854.html (also for all SB854 related information).

Concrete Delivery Legislation (AB 219) Fact Sheet
Assembly Bill 219 (Daly, Chapter 739, Statutes of 2015) adds Section 1720.9 to the Labor Code. This bill expands the definition of public works under the California Prevailing Wage Law to include:
…the hauling and delivery of ready-mixed concrete to carry out a public works, contract, with respect to contracts involving any state agency, including the California State University and the University of California, or any political subdivision of the state.

Section 1720.9 defines the term ready-mixed concrete and specifies that the rate of pay shall be the current prevailing wage “for the geographical area in which the factory or batching plant is located” as determined by the Department of Industrial Relations. The statute also requires a written agreement between the party hauling or delivering ready-mixed concrete and the party that engaged its services. The agreement must specify compliance with the Prevailing Wage Law.

Finally, section 1720.0 requires that the hauling or delivery company provide certified payroll records under Labor Code section 1776(a) to the party that engaged its services and to the general contractor within five working days after the employee has been paid, accompanied by a written time record. The time record must be certified by each driver for the performance of job duties.

Registration with the Department of Industrial Relations Ready-mix haulers and companies that deliver ready-mixed concrete for public works projects a r e considered subcontractors under Labor Code section 1722.1 and must register with the Department of Industrial Relations as specified in Labor Code section 1725.5. A Contractors State License Board license is not required to register with DIR or to work on a public works project (contractors working in a trade that is subject to licensing by the CSLB will still be subject to CSLB licensing requirements).

Suppliers and other trucking companies will need to provide a Public Utilities Commission license number, U.S. Department of Transportation license number, and any other state or federal license, if one is required for your business. If none of these apply, the supplier can register with DIR by selecting other in the license type menu and entering N/A for not applicable in the license number field.

Prevailing Wage Requirements
Every contract for any construction project, as defined in Section 1782 of the California Labor Code, to be performed within the state at the expense of the city, or paid out of city moneys, whether such work be done directly under contract award, or indirectly by or under subcontract, sub partnership, day labor, station work, piece work, or by any other arrangement whatsoever, must provide, in addition to other provisions required by law, that any person performing labor in the state in execution of such contracts, subcontract, sub partnership, day labor, station labor, piece work or any other arrangement shall be paid not less than the general prevailing rate of wages in private employment for similar work in the city; provided, however, that the foregoing provisions as to payment of the general prevailing rate of wages shall not apply to materials for which no (a) manufacturing plant exists in the city; or (b) standard materials or commodities carried in stock by dealers or manufacturers generally.

The general prevailing rate of wages shall be the general prevailing rate of wages for the area in which the city is located as determined by the director of the Department of Industrial Relations pursuant to Labor Code Section 1773. Every contract for which the payment of the general prevailing rate of wages is required shall provide that the determination of the director of the Department of Industrial Relations in force at the time the notice to bidders is published with respect to the general prevailing rate of wages in private employment in the city for similar work shall be binding upon the parties any contract awarded as a result of such notice.

For more details, please refer to the applicable statutes and regulations regarding the payment of prevailing wages and General Prevailing Wage Determination(s) including the footnotes.

Such information is available on the Department of Industrial Relations ’ website at http://www.dir.ca.gov/. Frequently asked questions can be found on the following link at:
http://www.dir.ca.gov/OPRL/FAQ_PrevailingWage.html.

California Wage Determinations
Website
The State Wage Determination can be found on-line by accessing the following web site:
http://www.dir.ca.gov/OPRL/pwd/.

For additional information you may contact: Division of Labor Statistics and Research (DLSR) (415) 703- 4774.

The State Wage Determinations list the basic crafts, (operating engineers, carpenters, laborers, etc.) by location; most sub trades (electricians, plumbers, etc.) are by county.

Issue Date:

The State Wage Determinations are published twice a year; approximately February 22 and August 22, to reflect updated wage increases incurred. Please be cognizant that increase dates do vary.

Single Asterisk * (Good for life of project)
Example: Expiration Date of Determination: June 27, 2008* *Effective until superseded by new determination issued by the Director of Industrial Relations. Contact Division of Labor Statistics and Research (415) 703-4774 for new rates after 10 days from the expiration date if no subsequent determination is issued.

Double Asterisks ** (Indicates expiration date & a wage or fringe benefit increase) Example: Expiration Date of Determination: June 30, 2009** ** The rate to be paid for work performed after this date has been determined. If work will extend past this expiration date, the new rate must be paid and should be incorporated in contracts entered into now. Contact Division of Labor Statistics and Research (415) 703- 4774.

On-Site Posting Required
All contractors must post a copy of the applicable State Wage Determinations and Labor Compliance Contacts sheet provided at the preconstruction meeting.

Apprentice Requirements for Public Work Projects
California Labor Code Section 1777.5 requires all public works contractors and subcontractors to:

1. Submit contract award information (DAS140)

2. Employ registered apprentices (DAS142)

3. Make training fund contributions (CAC2)
Submit contract award information (DAS140)
If you are a contractor already approved to train apprentices (a member of a DAS recognized Apprenticeship Committee:
“Contractors who are already approved to train apprentices must provide contract award information to the apprenticeship committee for each applicable apprenticeable craft or

trade that has approved the contractor in the area of the site of the of the public works project.” The Contract Award Information must be in writing and submitted to the applicable committee(s) within 10 days of the date of the prime or subcontract but in no event later than the first day the contractor has workers employed on the public works project. You may use form DAS 140 for this purpose. This is simply a notification of award; it is not automatically a request for dispatch of a registered apprentice. All notice of awards must be in writing and sent by first class mail, fax or email. Proof of submission is required by the City of Sacramento (certified mail receipt, fax receipt or read receipt.) If you are not already approved to train by an Apprenticeship Committee:

Contractors not already approved to train apprentices must submit Contract Award Information (DAS 140) to every apprenticeship program in the geographic area of the public works project, for each craft you intend to employ on the project. You can determine which apprenticeship programs are approved in specific geographic locations by clicking on the following link: http://www.dir.ca.gov/databases/das/pwaddrstart.asp.

The Contract Award Information must be in writing and submitted to the applicable committee(s) within 10 days of the date of the prime or subcontract but in no event later than the first day the contractor has workers employed on the public works project. This is simply a notification of award; it is not automatically a request for dispatch of a registered apprentice.

Request and Employ registered apprentices (DAS142)
Ratio: A contractor on a public works project must employ one (1) hour of apprentice work for every five (5) hours performed by a journeyman. Title 8 California Code of Regulations, Section 230.1. for each separate craft at the end of a project. Please check the DAS Important notices to determine if any exemptions exist for your craft or trade. http://www.dir.ca.gov/DAS/PublicWorksForms.htm.

Can I mix and match crafts to reach the minimum ratio?
No. The minimum ratio requirement is per each individual craft and only includes straight time hours.

Do overtime hours count toward the minimum ratio?
No, only straight time hours count. Be careful not to confuse premium pay with overtime pay.

What is the maximum number of apprentices I can use on a Public Works Project? It depends on which box you have checked on your DAS 140. If you checked box 1 or 2 and fall under the regulations set forth in a specific program’s standards, then you are allowed to use the maximum ratio set forth in those Standards. If you have checked box 3 and agreed to be governed by the regulations set forth by the California Apprenticeship Council, then the minimum and maximum ratio is the same: 1 apprentice hour for every 5 journeyman hours totaled at the end of the project.

I am a contractor who is approved to train by an approved program and am covered by their Standards, or I am a contractor who has agreed to be covered by a program’s Standards for a single project. How do I know what the Standards allow for that program’s maximum apprentice ratios? You can ask the program for a copy of their Standards or a copy of the language in Article XV which covers ratios. Or you can call the DAS office nearest the location for that program and request the same.

All contractors must request dispatch of an apprentice from an apprenticeship program (for each apprenticeable craft or trade) by giving the program actual notice of at least 72 hours (excluding Saturdays, Sundays and Holidays) before the date on which apprentices are required. A DAS 142 form is provided for this purpose. All requests for dispatch must be in writing and sent by first class mail, fax or email. Proof of submission is required by the City of Sacramento (certified mail receipt, fax receipt or read receipt.) Contractors who do not receive a sufficient number of apprentices from their initial request, must request dispatch apprentices from all other apprenticeship committees, if more than one exists in the area of the public works project.

To determine which apprenticeship programs are approved for your craft or trade in a specific geographic location:

1. Contact the DAS District office whose assigned geographic areas of responsibility cover the county/ies in which the public works project is located.

2. Visit Apprenticeship Programs Information Guide - Public Works Search http://www.dir.ca.gov/Databases/das/pwaddrstart.asp.

Definition of a Registered Apprentice
An apprentice is someone who has signed an agreement with an employer, an approved apprenticeship program or program sponsor, and whose agreement is registered with the Division of Apprenticeship Standards (DAS).

Only an approved apprenticeship program can provide a contractor with a registered apprentice on public works projects.

Other Questions & Answers:

Do programs that provide apprentices for public works projects provide workers compensation benefits for the apprentice they send out to jobs or is the responsibility of the contractor and/or subcontractor?
This responsibility lies with the contractor and/or subcontractor.

As a contractor who has been awarded a public works contract, and has my own employees, am I still required hiring registered apprentices? Yes. Important Notice: see changes in Code of Regulations sections 230.1, regarding the employment of apprentices on Public Works.

I am a non-union contractor. Am I required to hire an apprentice? Yes, you must request dispatch from all approved programs in the geographic area of the project.

Can I employ my friend, family, or my own employee who is still beginning to learn a particular trade, as an apprentice?
No. The law requires that you employ only apprentices who are registered with an approved program. However, if your friend or your employee is a registered apprentice, and has been dispatched to you by an approved apprenticeship program, yes you can.

What happens if I employed my friend who is not a registered apprentice and I paid him the journeyman rate?
You may employ your friend and pay him journey wages but this does not affect the apprenticeship requirements.

What are the benefits and advantages to hiring a registered apprentice? The benefits of hiring an apprentice registered in a state approved program are:

1. Lower pay rate than the journeyman pay rate.

2. Elimination of recruitment programs for workers who are already trained.

3. Creates a diversified and flexible workforce and larger pool of employees with specific skills.

4. Increases productivity; employees in a structured training program are motivated to achieve.

Make Training Fund Contributions (CAC2)
Contractors who are awarded public works jobs must make training fund contributions in the amount established in the prevailing wage rate publication for journeymen and apprentices. This nominal fee contributes to the assurance that new apprentices coming into the craft will be guaranteed the highest level of training and as skilled craftsmen retire, the trade will survive.

Contractors who contribute to an apprenticeship program are entitled to a full credit in the amount of those contributions. Contractors who do not contribute to an apprenticeship program must submit their contributions to the California Apprenticeship Council, P.O.

Box 511283, Los Angeles, California 90051-7838.

Training fund contributions to the Council are due and payable on the 15th day of the month for work performed during the preceding month. The contribution should be paid by check and be accompanied be a completed CAC2 Form that contains the following information:

1. The name, address and telephone number of the contractor making the contribution.

2. The contractor’s license number.

3. The name and address of the public agency that awarded the contract.

4. The jobsite location, including the county where the work was performed.

5. The contract or project number.

6. The time period covered by the enclosed contributions.

7. The contribution rate and total hours worked by apprenticeable occupation.

8. The name of the program(s) that provide apprentices, if any.

9. The number of apprentice hours worked, by apprenticeable occupation and by program.

Payment of Training Fund Contributions must be sent to the California Apprenticeship Council (address below) (CAC) if the contractor is not signatory to an apprenticeship committee. The CAC will then distribute the funds to the proper apprenticeship committees. However, the CAC IS NOT AN APPRENTICESHIP COMMITTEE and will not accept the DAS140 or DAS142 forms.

California Apprenticeship Council (CAC)
P.O. Box 511283
Los Angeles, CA 90051-7838
Questions: email [email protected].

Subject to change for most recent documentation please click on the following link:
http://www.dir.ca.gov/das/DASApprenticesOnPublicWorksSummaryOfRequirements.htm.

All Current and Apprenticeable Trades/Crafts Within Sacramento County This list is subject to change.

Asbestos Worker, Heat and Frost Insulator Parking and Highway Improvement (Striper) Boilermaker-Blacksmith Painter
Bricklayer, Stonemason Plasterer
Carpenter – All Related Trades Plaster Tender
Carpet, Linoleum and Resilient Floor Layer Roofer
Cement Mason Landscape/Irrigation Fitter
Drywall Installer/Lather (Carpenter) Sprinkler Fitter (Fire Protection/Fire Control Drywall Finisher (Painter) Pile Driver Operating Engineer Electrician, Inside Wireman Pile Driver (Carpenter)
Electrical Utility Lineman Parking and Highway Improvements Painter Elevator Constructor Plumber/Steamfitter
Field Surveyor Chainman/Rodman Pipefitter
Chief of Party Underground/Utility Pipefitter
Glazer Metal Roofing System Installer
Electrician (Comm & System Installer) Sheet Metal Worker Electrician (Comm & System Tech, Cable Splicer) Stator Re-winder Iron Worker Terrazzo Finisher
Laborer Terrazzo Worker
Marble Finisher/ Marble Mason/ Marble Setter Tile Setter Millwright Tile Finisher
Operating Engineer Steel Erector & Fabricator
Operating Engineer (Dredger) Tunnel/Underground (Operating Engineer) Building Construction Inspector Tunnel Worker (Laborer) Operating Engineer (Landscape Construction) Parking & Highway Improvement (Striper- Laborer)
Pointer, Caulker and Cleaner Bricktender
Acoustical Installer (Carpenter) Scaffolding and Shoring Erector (Carpenter) Hardwood Floor Layer (Carpenter Shingler (Carpenter)

Insulation Installer (Carpenter) Communications & System Installer Field Surveyor Instrument man Taper
Roofer Metal Deck and Siding
If using any of the listed crafts, you will be required to request an apprentice and pay into the apprentice-able craft training program that is applicable.

The website to see the latest list of apprenticeable trades is:
http://www.dir.ca.gov/oprl/pwappwage/ PWAppWageStart.asp.

Start-Up Documents Due Prior to Start of Construction:

1. Certification Statement of Contractor:

If there is any contractor working as an “Independent Contractor”, “Owner- Operator”, “Sole Proprietor” or “Leased Worker” the certification form must be filled out. a. The original is to be submitted prior to, or concurrent with, the first payroll in which the Independent Contractor, Owner-Operator, Sole Proprietor or Leased Worker commences work.

2. Authorization Letter for Signing Certified Payroll
a. To be signed by company officer or owner and uploaded into LCPtracker prior to the first Certified Payroll Report.
b. This document lets the Labor Compliance Department know whom is authorized to sign certify payroll reports and other documents on behalf of the Contractor.

3. FORM 300 List of all Subcontractors and Suppliers:
a. To be filled out and uploaded within 10 days of the preconstruction meeting and prior to the first Certified Payroll Report.
b. This document lets the Labor Compliance Department know who will be working on this project. This is checked against initial form that was submitted with bid documents. If there are any changes during the life of the construction projected this form is to be updated and the Labor Compliance Officer is to be made aware of changes.
c. This form is to be filled out by all Subcontractors and their lower level subs and uploaded into LCPtracker.

4. Checklist of Labor Law Requirements:
a. To be filled out and signed by the contractor and all sub tier contractors prior to start of their work on the construction project. Please check all boxes that apply.

5. Fringe Benefit Statement:
a. Asterisk or note any form of benefits that are included in the payroll reports should be listed out as an “hourly” rate of pay for each trade used. b. If fringe payments are made directly to the employee in lieu of fringes, please note “paid in cash” under the applicable fringe payment and breakdown the hourly rate that is paid to the employee in cash.
c. Must be re-submitted when wage rates are updated, with effective dates and/or any changes in fringes are made.

6. DAS-140- Public Works Contract Award Information Form:
a. Contract award information must be sent to your Apprenticeship Committee if you are approved to train apprentices. If you are NOT approved to train apprentices, you must send the information to ALL applicable Apprenticeship Committees in your craft or trade in the area of the Public Works Project. b. After you have completed the DAS-140 Form mail the original(s) to the appropriate Joint Apprentice Training Committee(s) within (10) days of the date of the execution of the prime contractor’s subcontract, but in no even later than

the first day in which the contractor has workers employed upon the public work (CA Labor Code 1777.5 (e)).
c. Upload a copy of the form or all forms submitted with proof of deliver to the LCPtracker.net program under the e-Documents Tab. The form of proof can be certified mail or fax confirmation.
d. All Applicable Joint Apprentice Training Committee (s) may be found at:
http://www.dir.ca.gov/Databases/das/pwaddrstart.asp/.
e. Templates available for download can be found at:
http://www.dir.ca.gov/DAS/PublicWorksForms.htm or on LCPtracker.net under the e-Documents tab.

7. DAS-7- Agreement to Train Apprentices Form:
a. IF Applicable: (Checked box 1 on the DAS 140)
i. Submit your DAS-7 or equivalent certification and upload into LCPtracker.net under the e-Documents tabs and inform the labor compliance person monitoring your project. This form can be submitted with your DAS -140 form.

8. DAS-142 Request for Dispatch of an Apprentice Form:
a. Send to the Joint Apprentice Training Committees (JATC) in your craft or trade in the geographic area of the Public Works Project to request the dispatch of an apprentice before starting work at the site and as needed throughout the project. b. Employment of Apprentices on Public Works project- (a) Contractor(s) shall employ registered apprentice(s), as defined by Chapter 4 (commencing with Section 3070) of Division 3, during the performance of a Public Work Project in accordance with the required (1) hour of work performed by an apprentice for every (5) hours of labor performed by a journeyman, unless covered by one of the exemptions enumerated in the Labor Code Section 1777.5 or this subchapter. c. Provide a copy of your apprenticeship program’s standards if they operate under a different ration then the California Labor Codes & Regulations. d. Template available for download can be found at:
http://www.dir.ca.gov/DAS/PublicWorksForms.htm.

Documents Required During the Life of the Construction Project

1. CAC-2- Training Fund Contribution Form:
a) All Contractors must submit a CAC-2 Form monthly for the prior month’s hours. b) This form is now available to be filled out on the DIR website. The previous CAC- 2 form is to be disregarded. CAC-2 forms must be done electronically. The link is as follow: https://www.dir.ca.gov/das/tf/cac2.asp. You must enter all requested information in order to ensure successful submission and processing of your payment. You will need to have a working printer currently connected to your computer in order to print the complete paper form in the end of this session that you will upload in to LCPtracker.net and send with your payment when mailed. The address is as follows:

State of California
Department of Industrial Relations California
Apprenticeship Council
P.O. Box 511283
Los Angeles, CA 90051-7838
c) If applicable and fringes are paid directly to an approved JATC or Union Shop, please state so and fill out on the Training Fund Contribution Union Contractor form that is provided and available to be downloaded on LCPtracker. Filled out forms are uploaded into LCPtracker.net under the e- Documents tab.

2. Training Fund Contribution Letter Form:
a) All Contractors must submit a Training Fund Contribution Letter monthly for the prior month’s hours.
b) If applicable and fringes are paid directly to an approved Union Shop, please submit the Union Status Letter stating that the Contractor is up to date with all fringe and training fund contributions for the requested month . The letter should specify the month, project name, and project number. c) If you can’t provide a letter and the DAS has not been updated with your contribution at Contractor may provide a copy of a cancelled check submitted to the proper JATC or the DAS with the amount that matches that on the CAC-

2. You may check the status of your contributions submitted to DAS online at:
http://www.dir.ca.gov/CAC/trainingfund/Tfsearch.html. This may also be submitted in lieu of the Training Fund Contribution Letter.

3. Certified Payroll Reports CPR’s and/or Non-Performance Reports:
a) To be submitted by all Contractors working on the project to the City of Sacramento and the Department of Industrial Relations Electronic Certified Payroll Records site.
b) The reports submitted to the City of Sacramento are submitted through the contracted electronic reporting program, LCPtracker.net, which can be found online at www.lcptracker.net. If you don’t already have a user name and password for this website, please contact your labor compliance officer with the City of Sacramento to be set up.
c) The Electronic Certified Payroll Records for Contractors can be found at the following link: https://apps.dir.ca.gov/ecpr/DAS/AltLogin. d) Submit CPR/NPR weekly; starting (10) calendar days after the close of your pay period. This is when you begin onsite/offsite “craft” labor. This may mean you have weeks in between work on a particular job. NPR’s will need to be submitted for that timeframe.

4. Apprenticeship Certification and/or Apprentice Agreement:
a) The first time an apprentice is listed on a certified payroll report an “Apprenticeship Certification” or Apprentice Agreement (DAS-1 form) must be submitted for each apprentice utilized.
b) Please upload the Apprenticeship Certification or DAS-1 form in the e- Documents section of LCPtracker.net, add the apprentice ID and pertinent

information under the employee information and notify the labor compliance officer in your department that approval is need prior to certification of payroll.

5. Miscellaneous Documents:
a) Authorization for Deductions:
i. Voluntary deductions require an Authorization for Deductions form; garnishments require a copy of notice (redact personal information). A form has been provided on LCPtracker to address other deductions that are recorded on the Certified Payroll Reports submitted.
ii. Receipt for Payment of Back Wages: For use when wage errors require supplemental wage payment (s).

Checklist of Documents Required for Labor Compliance on LCPtracker.net  PW300 - This is due and needs to be uploaded prior to start of work. If any changes are made or substitution of sub-contractors are approved a new form should be uploaded and Labor Compliance should be notified.
 Authorization Letter for Signing Certified Payroll - This is due prior to the submission of the first Certified Payroll Report and must be signed.  Checklist of Labor Law Requirements - prime due this on or before starting the start of work on the jobsite, subs need to have this finished prior to starting work on the job.

All boxes must be checked and it must be signed.
 Fringe Benefit Statement - due with first CPR and must be submitted for each subcontractor as well. ALL FRINGES TO BE REPORTED WITH HOURLY AMOUNT.  DAS140 - due prior to commencing work on a project (one for each determination)  DAS142 - due 72 hours prior to the report date on a project (one for each determination)  CAC2 - due monthly- one for each determination (due on the 15th day of the month for work performed during the preceding month) If Union Contractor please upload for with amounts paid and where money was paid to even if it is not the CAC.  Training Fund Contribution Confirmation Letter – this is due monthly for the duration of the project. Both CAC-2 and Training Fund Contribution Letters are to be uploaded to LCPtracker.net.
 CPR’s- Certified payroll is due within 10 days of pay period end date LCPtracker.net phone support is available via live chat through their website, by phone at (714) 669-0052 Option 4 (if they do not pick up please leave a message and they will get back to you. All calls are logged in with a date and time, but if you don’t leave a message you will not get a phone call back) and by E-mail at [email protected].

235/016909-0137
19420333.4 a06/19/24

This form must be signed by the Prime Contractor and all subcontractors.

Public Works Contractor Responsibilities
 Register as a public works contractor with the State Department of Industrial Relations prior to bidding or working on this project
 Pay prevailing wages
 Follow apprenticeship requirements
 Maintain and submit certified payroll records
Prevailing Wage Requirements
 State Prevailing Wage Determinations
 https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. * Single asterisk indicates that this wage determination can be used for the life of the contract.
**Double asterisk indicates that this wage determination includes predetermined increases.
 All workers employed in the execution of a public works project, including sole proprietors, partners, and corporate officers, must be paid not less than the specified prevailing wage rates for the type of work performed. Reference: Labor Code 1774
 Overtime must be paid for all hours over 8 in a calendar day and 40 hours in a week. Violations may subject the contractor to a state penalty of $25 per day per worker. References: Labor Code 1810-1815
 Saturday/Sunday premium rates are applicable as indicated on prevailing wage determinations.
 When required, shift differential rates must be paid for classifications which include a shift determination.
 Subsistence/Zone pay must be shown on the fringe benefit statement if not shown on certified payroll.

The contractor must make applicable travel and subsistence payments in accordance with Department of Industrial Relations wage determinations.

Reference: Labor Code 1773.1
 Prevailing wage determinations and other job site postings are mandatory to be posted at the job site for workers review. Reference: Labor Code 1773.2  https://www.dir.ca.gov/wpnodb.html.
 Contractors violating prevailing wage requirements are subject to a penalty of up to $200 per day per worker, paid in addition to any wage underpayments.

Liquidated damages in the amount of the wage underpayments may also apply .

Reference: Labor Code 1775

Apprenticeship Requirements
https://www.dir.ca.gov/Public-Works/Apprentices.html
https://www.dir.ca.gov/DAS/DASApprenticesOnPublicWorksSummaryOfRequirements.ht m
https://www.dir.ca.gov/DAS/PublicWorksForms.htm
 DAS140 - Submit contract award information for each craft required on the project using the DAS 140 form https://www.dir.ca.gov/DAS/DASForm140.pdf. The DAS 140 must be submitted to the applicable committee(s) within 10 days of the date of the prime or subcontract but in no event later than the first day the contractor has workers employed on the public works project. This form must be uploaded to LCPtracker with proof of service. Proof of service must be certified mail or email receipt only.
o If you are approved to train apprentices, you must send the contract award information to your apprenticeship committee.
o If you are not approved to train apprentices, you must send the DAS 140 to EVERY apprenticeship committee in the geographic area of the public works project that can supply apprentices to the site of the public works project.
 DAS 142 - Contact the applicable apprenticeship committee to request apprentices for each craft or trade on your project using the DAS 142 form . https://www.dir.ca.gov/DAS/DASForm142.pdf. The form must be submitted at least three business days before apprentices are required. This form must be uploaded to LCPtracker with proof of service. Proof of service must be certified mail or email receipt only.
 Employ apprentices in the correct ratio . Be sure to employ one hour of apprentice work for every five hours performed by a journeyman level worker .

Complaints or violations regarding apprentice ratios will be referred to the DAS .

Reference CCR 16434 (c).
 Proof of registration in a California approved apprenticeship program is required for all apprentices and must be uploaded to LCPtracker with the first payroll on which the apprentice appears. Once uploaded, you must request an apprentice approval from the City ’s Labor Compliance Officer before your payroll can be submitted . https://www.dir.ca.gov/DAS/appcertpw/AppCertSearch.asp.

Reference: Labor Code 1777.5
 CAC2 - Make training fund contributions in the amount established in the prevailing wage rate – either to the applicable apprenticeship committee, or the California Apprenticeship Council (CAC). https://www.dir.ca.gov/DAS/tf/cac2.asp. Training Fund Contributions are due on the 15th of each month . This form must be uploaded to LCPtracker.
 Proof of Training Fund Contributions - Proof of training fund payment must be uploaded to LCPtracker and is due on the 15th of the following month .

Acceptable proof is a Union status letter, copy of cashed check (front and back) or

a letter from the CAC. The letter from the CAC can be obtained by visiting https://www.dir.ca.gov/CAC/trainingfund/Tfsearch.html.

Certified Payroll Records
 Certified Payroll Reports (CPR’s) Contractors and subcontractors are required to submit CPR ’s to the City using LCPTracker and to the Labor Commissioner using DIR’s electronic certified payroll reporting system . Payroll must be at least bi-weekly, and CPR ’s are due within ten (10) days of pay period end date .

CPR’s shall contain the same information for compliance with LC § 1776. https://www.dir.ca.gov/Public-Works/Certified-Payroll-Reporting.html.  Non-Performance Payroll Report If there is five or more consecutive non - workdays within any single pay period you must submit a non-performance CPR.

Payroll must be at least bi -weekly and Non - Performance CPR’s are due within ten (10) days of pay period end date.
 Fringe Benefit Statement: A fringe benefit statement breaking down fringes paid in cash or contributions to plans/programs are due with first certified payroll report and anytime the fringe benefits change. If paying to a program, list the program information. Documentation that the amount stated on the fringe benefit statement is being paid on the employees’ behalf may be requested for validation.  Other Deductions –Any “other deductions” listed on a CPR needs to be explained on the CPR and must be expressly authorized in writing by the employee. Letter of deduction authorization must be uploaded to LCPtracker . If a court order mandates the deductions, upload a copy of the order to LCPTracker.

Use and Listing of Subcontractors & Suppliers
The prime contractor is responsible for work performed and compliance met by all subcontractors. The Subletting and Subcontracting Fair Practices Act requires prime contractors to list, at bid time, all subcontractors (including concrete deliveries) who will perform work in excess of one -half of one percent of the total bid amount or $10,000, whichever is greater . For building projects, subcontractors who will perform work in excess of one -half of one percent must be listed . References: Public Contract Code 4100-4114; Standard Specifications 5, Control of Work
Failure to comply with the requirements of the Subletting and Subcontracting Fair Practices Act may result in a penalty of 0 -10 percent of the subcontract involved and a referral to the Contractors State License Board. Reference: Public Contract Code 4110- 4111
 PW300 All contractors, subcontractors, sub -tier contractors (including concrete delivery companies) are required to submit a PW300 form prior to start of work listing all their subcontractors and suppliers hired to perform work or supply product for the project. Anytime a change is made a new PW300 form must be submitted.

Completion of Project
 Form 264 The Contractor Notification of Completion must be uploaded into LCPTracker. This form is due at the end of the project once all punch list items have been completed and the NOC has been requested to be filed.

The undersigned contractor herein certifies that it will comply with the foregoing prevailing wage requirements; and fully understands that failure to comply with these requirements will subject it to the penalties cited herein.

Contractor Signature

Title

Contractor Printed Name

Date
All of the forms discussed in this document can be found in LCPTracker under the eDocuments tab.

AMENDMENT NO. 1 TO GREENBRIAR PARK PLANNING AND DEVELOPMENT

AGREEMENT
This Amendment No. 1 to the Greenbriar Park Planning and Development Agreement (“Amendment”) is entered into for reference purposes only on _______, 2024 (“Execution Date”) between the CITY OF SACRAMENTO, a municipal corporation, ( “CITY”) and GREENBRIAR PHASE 2, LLC, a Delaware limited liability company , successor to THE GREENBRIAR PROJECT OWNER , LLC, a Delaware limited liability company (“DEVELOPER”).

BACKGROUND
A. On May 30, 2017, the Sacramento City Council approved various land use entitlements for the Greenbriar Planned Unit Development (P11 -093) (the “Project”). The Project is also known as Northlake and encompasses 577 acres located south of Elkhorn Blvd, north of the I -5 freeway, and west of State Route

99. The Project contains a total of 2,836 residential units of which 2,314 are single family and medium density dwellings and 331 are higher density/multi-family units, and 191 are affordable housing units . The Project also contains two commercial sites, combined to create a total of approximately 98,010 square feet (sf) of commercial uses.

B. DEVELOPER entered into a Plan Services Agreem ent to prepare the Park Amenities Plans for the community park and neighborhood parks, with reimbursement of staff costs for plan review and to take the plans through the Parks and Community Enrichment Commission and City Council for approval.

C. Effective September 22, 2020, the parties entered into a Greenbriar Park Planning and Development Agreement (C2020-3271) (“Original Agreement”) to document the parties ’ intent with regard to build -out of the phase I Project parks and development of the phase 2 Project parks based on the Park Impact Fees (“PIF”) to be generated by the Project, and to limit the DEVELOPER ’s obligation to incur cost which would exceed the PIF burden.

D. DEVELOPER and CITY are in the process of approving a Park Development Impact Fee Credit (“Turnkey”) Agreement for DEVELOPER’s cost to construct the three Phase 2 parks. DEVELOPER intends to build the agreed -upon portion of the amenities in the park amenities plans encompassing these three parks. The PIF credits are to be issued once development of Phase 2 of the Project commences, except for advanced credits issued in anticipation of approval of the Turnkey Agreement (for which a performance bond was provided to the City in the amount of $549,600 on or about May 21, 2024).

E. Section 2 of the Original Agreement stated that, after reimbursement of Developer’s Phase 1 park project costs, the parties would determine whether to apply the PIF generated by the Phase 2 development on additional amenities for

the Phase 1 community park, or fu ll build-out of the Phase 2 parks, and to adjust the park budgets set forth in Exhibit C of the Original Agreement accordingly.

F. The purpose of this Amendment is to memorialize the parties’ agreement regarding how to apply PIF generated by the Northlake development which exceeds the Phase 1 and Phase 2 Park Development Budget to be used at the City’s discretion on the buildout of parks within the Northlake development; and to update the Revised PIF Eligible for Phase 2 parks.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein, CITY and DEVELOPER hereby agree as follows:

1. Park Construction. CITY and DEVELOPER agree that PIF generated by the Phase 2 development will be spent on additional amenities for the Phase 1 community park, consistent with the revised budgets set forth in Attachments 1, 2 and 3 to this Amendment.

2. The “Revised Exhibit A” attached hereto as Attachment 1 revises Exhibit A to the Original Agreement as of the effective date of this Amendment No. 1.

3. The “Revised Exhibit B” attached hereto as Attachment 2 revises Exhibit B to the Original Agreement as of the effective date of this Amendment No. 1.

4. The “Revisions to Exhibit C” attached hereto as Attachment 3, revises the Park Allowance for Phase 2 as set forth on the final page of Exhibit C to the Original Agreement.

5. Except as specifically revised herein, all terms and conditions of the Original Agreement shall remain in full force and effect, and DEVELOPER shall perform all of the services, duties, obligations, and conditions required under the Original Agreement. [Signature page follows]

IN WITNESS WHEREOF, the parties entered into this Agreement as of the Execution Date.

CITY OF SACRAMENTO,
a municipal corporation
By:

Jackie Beecham
Director, Youth, Parks, & Community Enrichment
For Howard Chan, City Manager
APPROVED AS TO FORM:

By:

Senior Deputy City Attorney
ATTEST:

By:

Assistant City Clerk
GREENBRIAR PHASE 2, LLC
a Delaware limited liability company
By:

Authorized Representative

--

Attachment 1
Revised EXHIBIT A

Residential Units and Commercial Square Footage
Total Neighborhood/Community Park PIF

Phase 1 and 2 Permits Finalized as of May 24, 2024:

Single Family Residential 1,181 units $4,744,588

Remaining Residential:*

Single and Medium Family Residential 1,133 units $5,189,140 (2,314 – 1,181 = 1,133 units)

Multi-family Residential 331,000 SF $757,990
(331 units at 1,000 SF each)

Commercial: 98,010 SF $39,204

Total Estimated Neighborhood/Community PIF: $10,730,922 *Note: Rates calculated at 2024 PIF Rates; Not including 191 affordable units.

Attachment 2
Revised Exhibit B
Park Impact Fees 2023/2024

Attachment 3
Revisions to Exhibit C
PIF Park Funding Per Acre
Phase 2

Lot C -Neighborhood Park
Neighborhood Park Allowance (2.402 ac @ $375,000/ac) $900,750.00 Add Additional Allowance (2.402 Ac @ $72,437/ac.)* $173,993.67 PIF Park Funding Per Acre (2.402 ac @ $447,437/ac) $1,074,743.67

Lot D -Neighborhood Park
Neighborhood Park Allowance (1.889 ac @ $375,000/ac) $708,375.00 Add Additional Allowance (1.889 Ac @ $72,437/ac.)* $136,833.49 PIF Park Funding Per Acre (1.889 ac @ $447,437/ac) $845,208.49

Lot E -Neighborhood Park
Neighborhood Park Allowance (2.224 ac @ $375,000/ac) $834,000.00 Add Additional Allowance (2.224 Ac @ $72,437/ac.)* $161,099.89 PIF Park Funding Per Acre (2.224 ac @ $447,437/ac) $995,099.89

Revised PIF Eligible for Phase 2 $2,915,052

RESOLUTION NO. 2024-

Adopted by the Sacramento City Council

APPROVING GREENBRIAR (NORTHLAKE) PHASE 2 PARK

DEVELOPMENT IMPACT FEE CREDIT AGREEMENT, AND
AMENDMENT NO 1 TO GREENBRIAR PARK PLANNING

DEVELOPMENT AGREEMENT

BACKGROUND:

A. On May 30, 2017, the Sacramento City Council approved various land use entitlements for the Greenbriar Planned Unit Development (P11-093) (the “Project”).

B. The Project is also known as Northlake and encompasses 577 acres located south of Elkhorn Blvd, north of the I-5 freeway, and west of State Route 99. The Project contains a total of 2,836 residential units of which 2,314 are single family and medium density dwellings, 331 are higher density/multi-family units, 191 are affordable housing units. The Project also contains two commercial sites, combined to create a total of 98,010 square feet (sf) of commercial uses. The Project’s total public park acreage is 20.8 acres.

C. The Project’s public neighborhood parks planned in phase 2 are three neighborhood parks; Lot E, containing 2.2 acres, Lot D near the commercial site containing 1.8 acres, and Lot C adjacent to the school containing 2.4 acres.

D. The Greenbriar developer (Greenbriar Project Owner LLC, Phase 2) intends to build out all three (3) of the public parks within the development project known as Northlake, Phase 2, and receive neighborhood/community Park Impact Fee credits.

E. Amendment No. 1 to Greenbriar Park Planning and Development Agreement has further committed that to the extent the Phase 2 portion of the Development Project generates PIF revenue that exceeds the cost of developing the Phase 1 and Phase 2 Park Development Budget, the excess revenue will be used in future phases of Phase1 and Phase 2 Park Amenities Plans at the discretion of the City.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The Park Development Impact Fee Credit Agreement for Greenbriar Phase 2 Parks with The Greenbriar Property Owners, LLC, Phase 2 is hereby approved in substantially the same form as attached. The City Manager or his designee is authorized to execute the agreement.

Section 2. The Amendment No. 1 to Greenbriar Park Planning and Development Agreement for the Greenbriar development project with The Greenbriar Property Owners, LLC, Phase 2, is hereby approved in substantially the same form as attached. The City Manager or his designee is authorized to execute the agreement.

Section 3. The City Manager or his designee is authorized to make the following budget adjustments:
a) Increase in the revenue budget in YPCE operating budget in the Park Impact Fees Fund (Fund 3204) by $474,060.
b) Increase the expense budget by $270,000 in Park Impact Fee (Fund 3204) in the Greenbriar Development Project (L19009100) to account for City staff costs to be paid by The Greenbriar Project Owner LLC, Phase 2, pursuant to the Park Development Impact Fee Credit Agreement.
c) Increase the expense budget by $145,757 in YPCE operating budget in the Park Impact Fees (Fund 3204) to account for PIF administration fee.
d) Increase the expenditure budget by $ 58,303 (Fund 3204) in the PA-10 Art in Public Places project (L19921000).