South Lake Tahoe City Council
March 10, 2026

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City of South Lake Tahoe
Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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City of South Lake Tahoe
Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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City of South Lake Tahoe
Purchase of Chevrolet Tahoe 4WD PPV (01-23-2026), bidding on 02/06/2026 8:02 AM (PST)

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111 Corporation Way Unit A • Venice, FL 34285
941-488-8333 • 800-717-3468 • Fax 941-488-8330
System Design • Sales • Service • Installation • Engineering Customer: South Lake Tahoe Police Department
Address: 1352 Johnson Blvd. South Lake Tahoe, CA 96150
Attn: Jeff Roberson
Date of Quote: 2/17/2026
Quoted By: David Anderson (Regional Sales Manager)
Direct: (941)468-8166
Email: [email protected]
Thank you for the opportunity to provide you with the information you requested. Please let the following serve as my formal quotation:

Quantity Description Price Per
Item
Extended
Price
2 VM7730BF-P VHF Mobile W/ KCH-20RV
Control Head
$4,597.50 $9,195.00
2 KCT-71M2 17ft Cable - -
2 KMC-65M Mic - -
2 KCT-23M3 Standard Deck DC Cable - -
2 KMB-33M Standard Deck Mounting
Bracket
- -
2 KRK-17BF Remote Kit - -
2 KCT-46 Ignition Sense Cable - -
2 KES-5A Speakers for KCH-20 - -
2 8322000002 P25 Conventional - -
2 8322000005 P25 Phase 1 Trunking - -
2 8322000006 P25 Phase 2 TDMA - -
2 8323000004 Multi Key AES - -
2 8326000002 MDC1200/ GE-Star
Signaling
- -
2 8324000002 P25 OTAR - -
2 8324000004 OTIP - -
2 8326000027 P25 Paging Decode &
Encode
- -
2 P25 OTAP - -
2 5db Gain Antenna Kit
-
-
Sub Total $9,195.00

8.75%Tax $804.56
Shipping $0.00
Total $9,999.56
Prices remain in effect 30 days from date indicated. Terms: Net 30 days If you have any questions, please feel free to contact me at (941) 468-8166.

Thank you once again for the opportunity to quote you for your Communication needs. 194
Terms of Service
These Terms of Service (these “Terms of Service”) set forth the general terms and conditions upon which Mobile-One Communications and Electronics LLC, a Delaware limited liability company (collectively with its affiliated companies, “Provider”, “we” or “us”), will provide Customer (as such term is hereinafter defined), the Services (as such term is hereinafter defined) and Deliverables (as such term is hereinafter defined) set forth in the SOW (as such term is hereinafter defined) and any applicable Work Order (as such term is hereinafter defined).

By signing the SOW or accessing, paying for, using or receiving the benefit of any of the Services and/or Deliverables, Customer agrees to be bound by these Terms of Service. From time to time, Provider may modify these Terms of Service, effective upon posting such modified Terms of Service on Provider’s website located at uniform resource locator https://mobile-one.net/about-us/terms-of-service.htm (the “Site”). For any Work Orders that were in effect at the time of us implementing such modifications that do not specify a service term length or other minimum service period, Customer’s continued access to or use of the Services and/or Deliverables constitutes Customer’s immediate acceptance of the modified Terms of Service. For any Work Orders that were in effect at the time of us implementing such modifications that specify a service term length or other minimum service period, such modifications to these Terms of Service shall become effective for any renewal period applicable to such Work Orders.

1. Definitions.
“Customer” shall mean the person or entity for which the SOW was prepared, as indicated in the SOW, or the person or entity which purchases the Services and/or Deliverables from Provider without issuance of a SOW.
“Deliverables” shall mean the products, equipment and other deliverables to be developed and/or provided by or on behalf of Provider as specifically identified in the SOW and associated Work Order(s), and any products, equipment and/or other deliverables sold by Provider without the issuance of a SOW or Work Order. “Party” shall mean Provider or Customer, as the context requires. “Services” shall mean the services to be provided by or on behalf of Provider as specifically identified in the SOW and associated Work Order(s). “SOW” shall mean the Statement of Work or Scope of Work , proposal or other documentation for the Services and/or Deliverables executed by Customer. “Work Order” shall mean a written sales order, purchase order, work order or other ordering document issued by Customer to Provider that sets forth the Services and/or Deliverables purchased by Customer from Provider in connection with a SOW.

2. Payment Terms.

The fees and terms of payment for Provider performing the Services and/or delivering the Deliverables are set forth in the SOW and applicable Work Order(s). Provider will invoice Customer for the Services and/or Deliverables upon Provider’s completion of the Services and/or Deliverables, in whole or part, in accordance with the SOW. Unless otherwise agreed to in a writing signed by Provider, the invoice from Provider will be due and payable by Customer within thirty (30) days of Provider’s delivery of such invoice, and any unpaid sum due to Provider after such 30-day period will bear interest at a rate equal to the lesser of 5% per month or the maximum interest rate permitted under applicable law. To secure Customer’s obligations under these Terms of Service, the SOW and the Work Order(s), Customer grants Provider a security interest in the Deliverables and Provider is authorized to file a financing statement in respect of such security interest. If Provider is not timely paid in accordance with this Section 2, Provider will have a claim against Customer and the owner of the premises at which the Services and/or Deliverables are furnished, if other than the Customer, which may be enforced against the applicable property in accordance with the applicable lien laws. Provider has the right to change the fees and costs for the Services and/or Deliverables at any time upon thirty (30) days advance written notice to Customer.

3. Term and Termination.

Each SOW shall begin on the effective date indicated in such SOW and continue for the initial term specified in such SOW (“Initial Term”). With respect to Services provided by Provider (as specified in the SOW and/or associated Work Order(s)), at the conclusion of the Initial Term indicated in the applicable SOW each such SOW shall automatically renew for additional periods equivalent to the Initial Term (each, a “Renewal Term” and together with the Initial Term, collectively, the “Term”), unless written notice of termination is given at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable..

In the event that either Party is in material breach of the terms of these Terms of Service, the SOW or any associated Work Order(s), the non-breaching Party may terminate the SOW and the applicable Work Order(s) on thirty (30) days prior written notice; provided, however, that the SOW and the applicable Work Order(s) shall not be terminated as provided for herein in the event that the breaching Party cures the breach to the reasonable satisfaction of the non-breaching Party within such thirty (30)-day period or takes material steps reasonably satisfactory to the non-breaching Party to do so within such thirty (30)-day period. Furthermore, Provider may terminate the SOW and any Work Order immediately by delivering written notice to Customer upon the occurrence of any of the following events: (i) Customer’s breach of its payment obligations under these Terms of Service, the SOW and/or any Work Order; (ii) a receiver is appointed for Customer or its property; (iii) Customer makes a general assignment for the benefit of its creditors; (iv) Customer commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (v) Customer becomes insolvent or is liquidating, dissolving or ceasing business operations.

Provider may terminate the SOW and any Work Order(s) for any reason (or no reason at all) upon thirty (30) days written notice to Customer, provided that if Provider terminates the SOW or Work Order in accordance with this Section 3.c, Customer shall not be required to pay any future fees attributable to the remainder of the applicable Term after the effective date of such termination.

For the avoidance of doubt, in the event of any termination pursuant to this Section 3, Customer will be responsible for paying Provider any amounts owed under the terminated SOW and/or Work Order for Services performed and/or Deliverables delivered by Provider through the effective date of the termination. Furthermore, in the event Provider terminates the SOW and/or any applicable Work Order pursuant to and in accordance with Section 3.b, Customer will be responsible for paying to Provider, within ten (10) days after the date of such termination, a termination fee equal to one hundred percent (100%) of (i) all fees, costs, expenses and other amount that would have been payable to Provider under the SOW and/or applicable Work Order(s) from the effective date of such termination through the end of the then-current Term had the early termination not occurred plus (ii) all fees, costs, expenses and other amounts that are incurred or payable (or to be incurred or payable) by Provider in connection with such termination. The early termination fee is in addition to (and does not replace) any past-due amounts accrued prior to a termination. Customer and Provider acknowledge that the actual damages to Provider from early termination would be difficult to ascertain and that any such termination fee is liquidated damages (not a penalty) and a reasonable estimate of anticipated damages to Provider from early termination.

Notwithstanding anything to the contrary contained in these Terms of Service, the SOW or any Work Order(s), all rights and obligations that accrued prior to termination of the Services or expiration of the applicable Term or that by their nature are intended to survive the termination of the Services or expiration of the applicable Term, shall survive expiration or termination in accordance with their respective terms, including, without limitation, the provisions of Sections 1, 2, 3.d, the last sentence of 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.

4. Access; Updates.

Customer shall provide Provider and its representatives, agents and subcontractors all access necessary for Provider to furnish the Services and Deliverables. Provider is authorized to access the premises at which the Services and/or Deliverables are to be furnished and make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in Provider’ sole discretion to provide the Services and/or for the installation, maintenance, monitoring, service, replacement and removal of the Deliverables, and Provider shall not be responsible for any condition created in connection therewith. Customer shall notify Provider in writing of any undisclosed, concealed or hidden conditions (including, without limitation, the presence of suspected asbestos or other hazardous material) in any area where installation of the Deliverables is planned or where the Services are to be performed (each, a “Hazardous Condition”), and it shall be Customer’s sole obligation to remove such conditions from the premises. If Provider encounters what it reasonably believes to be Hazardous Condition, Provider shall immediately stop work and notify Customer. Any affected Services and/or Deliverables shall not thereafter be resumed until Customer has repaired the Hazardous Condition. Provider shall not be responsible for the discovery, detection or remediation of (a) any Hazardous Condition or (b) any structural or latent defects or other defects in design or construction of a facility or manufacturing defects in products, equipment or other deliverables at any premises, whether pre-existing or arising during the performance of the Services. Under no circumstances shall Provider be liable to Customer for any such conditions or damage caused thereby.

5. Representations and Warranties; Disclaimers.

Each Party represents and warrants to the other Party that, subject to Section 13 of these Terms of Service, these Terms of Service, the SOW and the applicable Work Order(s), constitute valid and legally binding obligations of such Party, enforceable against such Party in accordance with their respective terms. Customer represents and warrants to Provider that Customer and the owner of the premises, if other than the Customer, authorize Provider’s (and its representatives’, agents’ and subcontractors’) access to the premises, the provision of the Services and the installation, maintenance, monitoring, service, replacement and removal of the Deliverables. EXCEPT AS EXPRESSLY PROVIDED UNDER THESE TERMS OF SERVICE AND THE SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS, AND NEITHER PARTY MAKES ANY REPRESENTATION

OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,

INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SERVICES AND/OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT PROVIDE ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED USING THE DELIVERABLES AND/OR SERVICES. PROVIDER SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, SERVICE FAILURES AND ANY OTHER ISSUES ARISING FROM CUSTOMER’S USE OF THE DELIVERABLES AND/OR SERVICES, THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY THIRD PARTY EQUIPMENT. CERTAIN PRODUCTS AND EQUIPMENT

UTILIZED BY PROVIDER IN CONNECTION WITH THE SERVICES AND/OR DELIVERABLES MAY BE SUBJECT TO AN END-USER WARRANTY BY A THIRD PARTY, WHICH

MAY BE (BUT ARE NOT GUARANTEED TO BE) PASSED THROUGH BY PROVIDER TO YOU, SUBJECT TO YOU FOLLOWING AND COMPLYING WITH ALL CONDITIONS AND PROCEDURES APPLICABLE TO SUCH THIRD PARTY END-USER WARRANTY. FOR THE AVOIDANCE OF DOUBT, PROVIDER PROVIDES ALL THIRD PARTY PRODUCTS AND EQUIPMENT ON AN “AS IS’ BASIS WITHOUT WARRANTIES OF ANY KIND, AND CUSTOMER SHALL LOOK SOLELY TO SUCH THIRD PARTY FOR WARRANTY CLAIMS.

6. Risk of Loss.

Regardless of the party paying freight charges, all risk of loss of or damage to any Deliverables shall be borne by Customer commencing with the placement of the Deliverables in the custody of a common carrier.
195

7. Indemnification.

Customer hereby agrees to defend, indemnify and hold harmless Provider and its affiliates, and Provider’s and its affiliates’ respective officers, directors, managers, owners, employees, representatives, agents, subcontractors, successors and assigns (each, an “Indemnified Party”) from and against all claims, demands, actions, causes of action, lawsuits, damages, liabilities, losses, settlement payments, judgments, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) incurred by or asserted against any Indemnified Party (each, a “Claim”) arising from, in connection with or relating to (a) Customer’s acts or omissions, (b) Customer’s use, or any other person’s or entity’s use, of the Services or Deliverables; provided, that such indemnification obligations will not extend to any Claim that is directly caused by Provider’s gross negligence, willful misconduct or fraud and/or (c) any Hazardous Condition.

8. Limitation of Liability.

Customer agrees that Provider and each Indemnified Party shall bear no liability to the extent arising out of Customer’s failure to comply with its obligations under these Terms of Service or the SOW. IN NO EVENT WILL PROVIDER’S OR ANY INDEMNIFIED PARTY’S LIABILITY FOR ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,

LAWSUITS, DAMAGES, LIABILITIES, LOSSES, SETTLEMENT PAYMENTS, COSTS OR EXPENSES OF ANY KIND ARISING OUT OF, RESULTING FROM OR IN ANY WAY

RELATED TO THE SOW, ANY WORK ORDER, THE SERVICES OR DELIVERABLES, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE

AMOUNT PAID BY CUSTOMER TO PROVIDER FOR THE APPLICABLE SERVICES AND/OR DELIVERABLES IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE DATE UPON WHICH THE CLAIM AROSE. UNDER NO CIRCUMSTANCES WHATSOEVER WILL PROVIDER OR ANY INDEMNIFIED PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL,

INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, LOST DATA, DAMAGED DATA OR LOST PROFITS, OR COSTS OF

PROCURING SUBSTITUTE DELIVERABLES OR SERVICES, OR LOSSES RESULTING FROM BUSINESS INTERRUPTION) HOWEVER ARISING, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 8, THE LIMITATIONS DESCRIBED IN THIS SECTION 8 WILL NOT APPLY IN THE EVENT OF A CLAIM DIRECTLY CAUSED BY PROVIDER’S OR THE APPLICABLE INDEMNIFIED PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS OF SERVICE, THE SOW AND THE APPLICABLE WORK ORDER(S) BETWEEN PROVIDER AND CUSTOMER. PROVIDER’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN.

9. Taxes.

All amounts paid by Customer to Provider in connection with the Services and/or Deliverables are exclusive of taxes unless otherwise specified on an invoice delivered by Provider to Customer in connection with the Services and/or Deliverables. Customer agrees to bear and be responsible for the payment of all taxes which may be levied or assessed in connection with the Services and/or Deliverables (except for taxes on Provider's income, net worth or capital), including, without limitation, all sales, use, rental receipt, personal property, royalty, value added or other taxes which may be levied or assessed in connection with the Services or Deliverables. To the extent any such tax is specified on an invoice delivered by Provider to Customer in connection with the Services and/or Deliverables, Customer shall pay such billed amount of tax to Provider and Provider shall remit such billed amount of tax to the appropriate tax authorities as required by law. For the avoidance of doubt, there shall be no restriction or prohibition on the time at which Provider can bill Customer for such taxes in connection with the Services and/or Deliverables, even if billed separately by Provider after the completion of such Services and/or Deliverables, as applicable. If Provider pays any tax that is payable by Customer in accordance with this Section 9, Customer shall promptly reimburse Provider for the amount of such tax paid by Provider.

10. Non-Interference.

During the Term, and for a period of one year thereafter, Customer shall not, and shall cause such Customer’s affiliates not to, directly or indirectly, solicit or entice, attempt to solicit or entice, or assist any other person or entity in soliciting or enticing, or take any other action with respect to, any client or customer of Provider for purposes of diverting such client’s or customer’s business or services from, or otherwise reducing, diminishing or diverting such client’s or customer’s business or services with, Provider.

11. Confidentiality.

Customer shall have the right to disclose the existence of the SOW and any associated Work Order(s) but not the terms and conditions contained therein, unless such disclosure is (a) approved in writing by Provider prior to such disclosure or (b) is required to be disclosed pursuant to any order of a court of competent jurisdiction or duly authorized regulatory body, provided that the Customer gives Provider sufficient prior notice to contest such order.

12. Assignment.

Customer shall have no right to transfer, delegate or assign these Terms of Service, the SOW or any Work Order, or Customer’s rights or obligations under any of the foregoing, in whole or in part, without Provider’s express prior written consent, and any attempted transfer, delegation or assignment in violation of the foregoing shall be null and void. Provider may transfer, delegate, assign or subcontract these Terms of Service, the SOW or any Work Order, or Provider’s rights or obligations under any of the foregoing, in whole or in part, without the consent of Customer, to Provider’s affiliates or in connection with a merger or sale of all or substantially all of Provider’s assets. Subject to the foregoing, these Terms of Service, the SOW and the Work Order(s), as applicable, shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Notwithstanding anything to the contrary contained herein, Provider may retain and use licensed subcontractors to fulfill its duties and obligations with respect to any Services and/or Deliverables.

13. Entire Agreement.

These Terms of Service, the SOW and the Work Order(s) set forth the entire agreement and understanding of Provider and Customer relating to the subject matter herein and therein and merge all prior discussions between them. For the avoidance of doubt, by signing the SOW or accessing, paying for, using or receiving the benefit of any of the Services and/or Deliverables, Customer acknowledges and agrees that (a) no terms or conditions or other agreement, document or instrument (including, without limitation, any terms and conditions set forth in, referenced in or attached to any Work Order(s) or posted, available or accessible on Customer’s website, or included in any purchase or release order, order acknowledgment or invoice (collectively, “Customer T&C”)) shall apply to the Services or Deliverables other than the terms and conditions contained in these Terms of Service and/or the SOW, (b) the Services and Deliverables described in the Work Order(s) and/or the SOW are expressly limited to, and expressly made conditional on, Customer’s acceptance of and assent to the terms and conditions set forth in these Terms of Service and/or the SOW without modification, and Provider expressly objects to any different or additional terms, and (c) Customer expressly accepts Provider’s offer to provide the Services and Deliverables solely in accordance with, and subject to, these Terms of Service and the SOW without modification. Failure by either Party to enforce any provision of these Terms of Service or the SOW will not be deemed a waiver of future enforcement of that or any other provision.

No waiver of any right hereunder shall be effective unless set forth in a writing signed by the Party entitled to the benefit of such right. All rights and remedies will be cumulative and not exclusive of any other rights or remedies. Except to the extent expressly contemplated by these Terms of Service, any amendment or other modification of any provision of these Terms of Service, the SOW or any Work Order will be effective only if in writing and signed by Provider and Customer.

14. Order of Precedence; Severability.

In the event of a conflict or inconsistency between the provisions of these Terms of Service, the SOW and/or any Work Order, then the following order of precedence shall apply: (a) these Terms of Service shall take precedence over the SOW and Work Order(s) (including any Customer T&C); (b) the SOW shall take precedence over the Work Order(s) (including any Customer T&C); and (c) the Work Order(s) (including any Customer T&C) shall not take any precedence over these Terms of Service or the SOW. If any provision, obligation or right contained in these Terms of Service or the SOW is held by a court of competent jurisdiction to be invalid, illegal or unenforceable under the circumstances, such provision’s, obligation’s and right’s application in any other circumstances and the remaining provisions, obligations and rights of these Terms of Service or the SOW, as applicable, shall not be affected thereby. Additionally, for circumstances where a court of competent jurisdiction declares such provision, obligation or right to be invalid or unenforceable, the parties hereto shall request that such court reduce the scope, delete specific words or phrases from the provision, obligation or right, or replace the provision, obligation or right with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties hereto, and these Terms of Service and the SOW shall be enforceable as so modified in the court in which the provision was declared invalid or unenforceable.

15. Governing Law and Venue.

These Terms of Service, the SOW and the Work Order(s) are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any action to enforce or interpret this Agreement shall be brought in the state or federal courts located in New York County, New York. EACH PARTY HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY SUIT, ACTION OR

OTHER PROCEEDING ARISING UNDER OR RELATED IN ANY WAY TO THESE TERMS OF SERVICE OR THE SOW, THE RELATIONSHIP OF THE PARTIES HERETO, THE

TRANSACTIONS CONTEMPLATED IN THESE TERMS OF SERVICE OR THE SOW, THE INTERPRETATION OR ENFORCEMENT OF THE RIGHTS OR DUTIES OF THE PARTIES HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS OR OBLIGATIONS.

16. Force Majeure.

Except for the payment of fees, if Provider’s or Customer’s performance of any of its obligations under these Terms of Service, the SOW or any Work Order is delayed due to labor dispute, act of war, act of God, terrorism, governmental action, civil or military authority, embargo, pandemic, epidemic, flood, fire, explosion or other act of nature or any other matter not within such party's reasonable control, then the date for performance shall be extended by the time of such delay.

Updated: December 8, 2025
196
County of Placer
Procurement Services Division
2964 Richardson Drive
Auburn, CA 95603
Phone (530) 886-2122
Supplier Contract
Contract Number SCN108420
Contract Reference 97
Contract Start Date 10/01/2025
Contract End Date 09/30/2026
Buyer Amanda G Rutherford
Phone Number +1 (530) 8894243
Email [email protected]

1 Supplier: Submit Invoices to:

STOMMEL INC
dba LEHR
631 N MARKET BLVD STE N
SACRAMENTO, CA 95834
As specified by the ordering department
This Supplier Contract shall be governed by the attached terms and conditions.

Please reference the Supplier Contract number on all invoices and correspondence related to this contract.

County departments must assure that only authorized County personnel make purchases against this contract, by providing a list of authorized buyers to the supplier. Supplier has the right to refuse purchases requests made by others.

Summary:

Emergency Response Vehicle Supplies/Equipment and Installation Services Vendor Contact: Steve Adair, Ph. #No. 916-267-5547, Email: [email protected] County Contacts:

Probation Dept. Contact: Jeff Thompson, Ph. #530-889-7912, Email: [email protected] Placer County Sheriff Contact: Matt Burgans, Ph. #530-889-7865 Sheriff Accounting: [email protected]
Placer County Fire: Sarah Poindexter, Ph. #530-889-4037 Placer County Fire Accounting: [email protected] District Attorney's Office: Mary Green, Ph. #916-543-8079, [email protected] Renewal of SCN107418.

FOB - Shipping Terms Payment Terms Total Contract Amount FOB Destination - Freight prepaid and
added to invoice
Net 30 500,000.00
Service Lines
Line Number Description Start Date End Date Amount
1 Emergency response vehicle equipment and supplies as well as equipment installation services in accordance with the vendor's agreement to renew SCN107418 - see attached for pricing, terms, and conditions, and discounts.

Approved by the Placer County Board of Supervisors on July 9, 2024. 10/01/2025 09/30/2026 500,000.00
197
631 North Market Street Suite N, Sacramento Ca 95834
Labor Price Increase Notice
Due to wage pressure for technicians our labor rate has increased to $140 per hour Effective:

October 1, 2024
October 1, 2024
To Our Valued Customers,
Due to the State of California increasing wage pressure and industry changes our new Labor Rate will need to increase from $125.00 per hour to $140.00 per hour for work performed at a LEHR facility. Labor performed outside of a LEHR facility will be billed at $200.00 per hour. Technicians travel will be billed at $140.00 per hour.

Lehr provides specialized labor for the fabrication of first responder vehicles.

Historically we have only taken four labor increases in 15 years. Wages have increased annually to allow Lehr to continue to employ certified and qualified technicians.  To ensure that Lehr provides the best emergency equipment installations in the industry this increase was implemented.

If you have any questions regarding the labor increase, please reach out to:

Steve Adair
Lehr
Regional Sales Manager
631 North Market St. Suite N
Sacramento, CA  95834
Cell 916.267.5547
Fax: 916.646.6656
[email protected]
198
Additional Emergency Equipment Manufatures Discounts
Manufacture Discount of List Price
AFS 40%
AceK‐9 2%
AEDEC 2%
American Aluminum 25%
Airgain 15%
BackRack 15%
Big Sky 10%
Boss 20%
Brooking 20%
CHEETAH 13.33%
Copeland 15%
D&R 10%
ECCO 40%
GORhino 25%
Grote 20%
Hint 15%
Hybrid Power Solutions 2% I‐Key 23%
Intermotive 10%
Jotto Desk 12%
Kussmaul 5%
LEHR Vehicle Solutions 30%
Lind 2%
Lund 5%
MnStar 10%
Newmar 5%
Panorama 5%
Patrol Power 20%
Pico 35%
PMT 5%
Power Products 15%
Pro‐Gard 20%
Ram Mounts 15%
Ray Allen 2%
Rockland Boxes 2%
Stico 2%
Stopstick 5%
Streamlight 30%
Secure‐Idle 5%
TigerTough 5%
Tomar 23%
Trucklite 67%
Tuffy 20%
Unity 38%
Weatherguard 10%
Weldex 15%
Westin 20%
Xantrex 20%
Panasonic Toughbooks 12%
Panasonic ICV 12%
Vigilant ALPR 12%
CradlePoint 5%
Sierra Wirless 5%
Ubiquity 2%
Fixed PODS 10%
Watch Guard  MSI 2%
I-Pro ICV 12%
Motorola ALPR 2%
Reading Truck 2%
Innovative 20%
CargoRaxx 5%
Golight 19%
Zone Command 5%
Projecta 5%
Angel Armor 19%
Stalker Radar 2%
199
Procurement Services Division
2964 Richardson Drive ▪ Auburn, CA 95603
(530) 886-2122
20000 - Emergency Response Vehicle Equipment and Installation Services Opening Date: July 30, 2019 4:45 PM
Closing Date: August 13, 2019 3:00 PM
To ensure a complete and timely response, it is strongly recommended that you submit your bid response via our Online Bidding System.

However, if you have difficult submitting your bid online or prefer to submit your bid manually (hard-copy) for any reason, print and complete this bid package along with any required bid documents, and mail or deliver in a sealed envelope to:

Placer County Procurement Services Division
2964 Richardson Drive
Auburn, CA  95603
All bids must be submitted on original documents (no fax bids) prior to the Closing Date and Time specified above and as prescribed in this bid's General Terms and Conditions. All bids must be signed by an authorized representative of the firm. UNSIGNED OR LATE BIDS WILL BE REJECTED.

Vendors shall complete the area below for hard copy submissions:

COMPANY NAME: Stommel Inc. DBA LEHR
Mailing Address:

City/State/Zip:

Contact Person:

Telephone:

Email:
631 N. Market Street Suite N
Sacramento CA 95834
Steve Adair
916-267-5547 Cell -- 916-646-6646 Office
[email protected]
SIGNATURE:

DATE:

Title:
____________________________________________________
_____8/22/2024___________________________
____________________________________________________
By signature above, bidder hereby agrees to and accepts the terms, conditions and requirements specified in this bid, including the following bid documents and all related addenda (if any).

Vendor Details
Regional Sales Manager
200
Company Name: Stommel Inc
Does your company conduct business
under any other name? If yes, please
state:

Lehr Auto Electric
Address:
4707 Northgate Blvd
Sacramento, CA 95834-1120
Contact: Steve Adair
Email: [email protected]
Phone: 916-267-5547
Fax: 916-646-6656
HST#: 61-1499917
Submission Details
Created On: Thursday August 08, 2019 16:23:20
Submitted On: Tuesday August 13, 2019 11:55:35
Submitted By: Steve Adair
Email: [email protected]
Transaction #: bf9e4edd-1317-482f-9d85-05e42711727e
Submitter's IP Address: 207.242.136.194
201
Schedule of Prices
BID PRICING WORKSHEET - Category 1
ITEM NO. DESCRIPTION UOM EST. ANNUAL
USAGE

MANUFACTURE
R

MANUFACTURERS
PART NUMBER UNIT PRICE * EXT PRICE

PRODUCT

WARRANTY

INFORMATION
(state number
of months and
any special
terms or
provisions that
may apply)

COMMENTS

1.1 Lightbar with the following
options/modifications:  Add (2) LR11
Flashing Alley Lights, LED
(SRALF1); Add (2) 500 Series
inboard LED, one red and one blue
(SLDBR); Add (2) 500 Series
inboard LED, one red and one blue
(SLDBR); Add (2) TIR high output
LED take downs, flashing or steady
(SXTDLED); and Add (2) 500
Series inboard LED, amber/amber
(SLDAA).

EA 15 Whelen LFL
Liberty SW
WeCan Series
Super-LED 54"
Lightbar
SW2RRBB $1,750.0000 $ 26,250.00 60 Whelen Master
Distributor
*

1.2 Strap Kit for LFL Liberty SW
WeCan Series Super-LED 54"
Lightbar.  Strap Kit shall be
compatible with Chevrolet Tahoe
Police SUVs.

EA 15 Whelen
Engineering
STPKT71 $57.0000 $ 855.00 60 Whelen Master
Distributor
*

1.3 CenCom Sapphire Siren with
amplifier control module with pigtails,
traffic advisor module, and
microphone with CCMICX20 included
(20' microphone cable).

EA 15 Whelen
Engineering
CCSRN3 $749.00 $ 60 Whelen Master
Distributor
*

1.4 PB400 Full Aluminum Push
Bumpers.  Push bumpers shall be
compatible with 2015 to current
model year Chevrolet Tahoe Police
SUVs.

EA 15 Setina
Manufacturing
Bodyguard
PB400
BK0534TAH15 $319.2000 $ 4,788.00 60 Setina Master
Distributor
*

1.5 Patrol Car Seat, black, with Laguna
Seat Belts and Rear Cargo Cage.

Patrol car seat shall be compatible
with 2011 to current model year
Chevrolet Tahoe Police SUVs.

EA 15 Laguna 3P
Products
CT5502 $1,084.0000 $ 16,260.00 60 Laguna
distributor
*

1.6 Stationary Vinyl Coated Partition
with Full Lower Extension Panel.

The partition shall be compatible
with 2015 to current model year
Chevrolet Tahoe Police SUVs.

EA 15 Setina
Manufacturing 8-
VS Series
PK0369TAH10SCA $599.2500 $ 8,988.75 60 correct Part
Number
PK0369TAH15S
CA
*

1.7 Shotgun Gun Lock EA 15 Santa Cruz SC-1H $77.0400 $ 1,155.60 12 #2 Key  *

1.8 Ratchet Lock Gen. 2 EA 15 Santa Cruz SC-6H $131.64 12 #2 Key  *

1.9 Muzzle Up Partition Mount EA 30 Santa Cruz SC-915P $69.9900 $ 2,099.70 12 Authorized Distributor
*

1.10 Siren Speaker EA 15 Whelen SA315P $199.99 24 Authorized Distributor
*

1.11 Speaker Bracket Kit for Whelen
SA315P Speaker
EA 15 Whelen SAK1 $29.40 $  60 Authorized
Distributor
*

1.12 Plug In Headlight Flasher for 2015
to current model year Chevrolet
Tahoe Police SUVs
EA 15 SoundOff ETHTAHO-07 $65.7200 $ 985.80 60 Authorized Distributor  *

1.13 Vertex Super-LED Light, Single SelfContained Hemispheric Light, Color:  BLUE
EA 45 Whelen VTX609B $84.99 $  60 Authorized
Distributor  *

1.14 Vertex Super-LED Light, Single SelfContained Hemispheric Light, Color:  RED
EA 45 Whelen VTX609R $84.99 $  60 Authorized
Distributor  *

1.15 Vertex Super-LED Light, Single SelfContained Hemispheric Light, Color:  CLEAR
EA 45 Whelen VTX609J $$84.99 $  60 Authorized
Distributor  *

1.16 LIN3 Series Super-LED Lighthead,
Horizontal Mounting, Color:  BLUE
EA 15 Whelen RSB02ZCR $$66.60 $  60 Authorized
Distributor
*

1.17 LIN3 Series Super-LED Lighthead,
Horizontal Mounting, Color:  RED
EA 15 Whelen RSR02ZCR $66.60 $  60 Authorized
Distributor
*

1.18 Mounting Bracket for LIN3 Series
Super-LED Lighthead (Horizontal
Mounting)
EA 30 Whelen RBKT1 $10.80 $  60 Authorized
Distributor  *
Change
40% OFF
CHANGE
25% OFF
30% OFF
30% OFF
30% OFF
40% OFF
40% OFF
40% OFF
40% OFF
40%
25%
40% OFF
11%
40% off
10 year warranty
202

1.19 PAR46 LED Flood - Spotlight EA 25 Whelen
Engineering
P46FLC $154.99 $  60 Authorized
Distributor
*

1.20 PAR46 LED Spot - Spotlight EA 25 Whelen
Engineering
P46SLC $154.99 $  60 Authorized
Distributor
*

1.21 Magnetic Mic Kit EA 25 Whelen
Engineering
MMSU-1 $34.9500 $ 873.75 12 Authorized
Distributor
*

1.22 Blac-Rac Weapon Mount EA 20 Blac-Rac 1082E $861.75 $  12 Authorized Distributor
*

1.23 Chargeguard-Select Auto Shut-Off
Timer
EA 15 Havis Inc. CG-X $71.3800 $ 1,070.70 36 Authorized Distributor
*

1.24 Littlite 12" Gooseneck Lamp with
Rehostat Control, Gooseneck
Extends From End of Chassis, Lead
Extends From Bottom of Chassis.

EA 15 Federal Signal LF12ERB $57.7500 $ 866.25 60 Authorized Distributor
*

1.25 Patrol Vehicle "Placer" Console,
consisting of the following
components:Arm Rest w/2"
Extension - Lehr Auto Electric
Model# PARM002Tall, Arm Rest
Pad - Lehr Auto Electric Model#
PARP, XTL2500 3" Faceplate -
Troy Products Model#FP-MXTL5000,
Cencom 4" Faceplate - Troy
Products Model#FP-WC10285909,
1" Blank - Troy Products Model# FPBLNK1, 2" Blank - Troy Products Model# FP-BLNK2, 4" Beverage
Holder - Troy Products Model#
EA 12 Lehr Auto
Electric
PCC001 $1,142.0000 $ 13,704.00 60 Authorized
Distributor
*

1.26 Mount Kit EA 1 Troy Products AC-EXP03 $117.1800 $ 117.18 60 limited Lifetime  *

1.27 Speaker EA 1 Code 3 C3100ENO7 $178.3800 $ 178.38 24 Authorized Distributor
*

1.28 12" Litlite Console Light EA 1 Feederal Signal LF12TRB $66.95 60 Authorized Distributor
*

1.29 3 Accessory Outlet EA 2 Able2 Shoe-Me 14.0553 $21.9500 $ 43.90 24 Authorized Distributor
*

1.30 Dual Stacked LED X Light EA 2 Code 3 LXEX2F-RR $411.10 $  60 Authorized Distributor
*

1.31 Wig-Wag EA 1 Sound Off LAROOBK $42.6000 $ 42.60 60 Authorized Distributor
*

1.32 Double Beam Halogen Work Lamp
12V
EA 2 Hella 006991663 AS 115 $41.8200 $ 83.64 12 Authorized Distributor
*

1.33 LED Strip Light EA 1 Whelen PSC0CDCR $ 112.20 $  60 Authorized Distributor
*

1.34 2007-2010 Ford Expedition Base EA 1 Gamber Johnson 7160-446- $113.4000 $ 113.40 60 Part Number 7160-0046
*

1.35 Mongoose 9" Locking Slide Arm w/o
Standard Attachment
EA 1 Gamber Johnson 7160-0219 $247.8000 $ 247.80 60 Part has been discontinued
replacement
quoted 7160-
0220
*

1.36 Tlt Swivel Attachment EA 1 Gamber Johnson DS-CLEVIS $56.0000 $ 56.00 60 Discontinued part -
replacement
quoted 7110-
1008
*

1.37 Radio Ray Wireless Spot Light EA 1 GoLight 7900 $244.1100 $ 244.11 36 Limited 3yr warranty
*

1.38 18" Console EA 1 Troy Products CC-MC18 384.48 $  60 Authorized Distributor
*
Subtotal: $ 124,020.15
40% OFF
40% OFF
25% OFF
35% OFF
30% OFF
40%
40%
30%
30%
30%
20%
28%
EOL
35%
28%
203
$140
$140
204
Bid Questions
Delivery Time: Bidders shall indicate their delivery time (after an order is received) for items specified in this bid without installation services in the space provided. Indicate your Delivery Time in Days
Delivery time 2-21 days. (In stock items 1-2 days, Items needed to be ordered up to 3 weeks however we stock many of your every day items.)
Turnaround Time: Bidders shall indicate their normal
turnaround time for a fully installed emergency vehicle in the space provided. Indicate your Turnaround Time in
Days
3-5 business days
**Note: If installation service is needed on behalf of Placer County Fire Department, the County intends to deliver and pick up the vehicles at the successful firm's location. As an option, Placer County Fire may require the successful firm to pick up and/or deliver a vehicle. Bidder shall provide rates for pick up and delivery service to be charged oneway, from vendor's shop to Placer County Fire facility only.**
$65 per hour based on Map Quest travel time 35 minutes travel time Travel Rate: Bidders shall provide rates for pick up and delivery service to be charges one-way, from the vendor's shop to the Placer County Fire Department address:
13760 Lincoln Way Auburn, CA 95603. Indicate your travel rate
$65 per hour based on Map Quest travel time 35 minutes travel time Travel Time: Bidders shall provide rates for pick up and delivery service to be charges one-way, from the vendor's shop to the Placer County Fire Department address:
13760 Lincoln Way Auburn, CA 95603. Indicate your
Travel Time
$65 per hour based on Map Quest travel time 35 minutes travel time Documents
Upload additional information here - optional, unless otherwise denoted as mandatory (with asterisk):

Additional Document - Additional Discounts.xlsx - Tuesday August 13, 2019 11:36:56 Travel $140.00 per hour
Onsite work $200.00 Per hour
205
Attachment A
Bid No. 20000

COUNTY OF PLACER

EMERGENCY RESPONSE VEHICLE EQUIPMENT AND INSTALLATION SERVICES

SUPPLEMENTAL TERMS AND CONDITIONS

1. DOCUMENTS
Below are the documents associated with this bid.

Attachment A – Supplemental Terms and Conditions
Attachment B – Scope of Work
Attachment C – Insurance Requirements
Attachment D – Lightbar Configuration (Patrol Vehicle)

2. OVERVIEW
Placer County is soliciting bids for the purchase and installation of emergency response vehicle equipment & related supplies for the Placer County sheriff’s Office and Placer County Fire Department. Placer County intends to award a supplier contract for the purchase emergency response vehicle equipment and installation services on an as-needed basis. The items, quantities, sample jobs, services, and occurrences listed in this bid represent the County’s estimated annual requirements and will be utilized for evaluation purposes only. The County does not guarantee any minimum or maximum quantities that will be purchased or minimum or maximum dollar amounts to be spent throughout the term of the resulting agreement(s). Please note that the County requires NEW PRODUCT ONLY – No refurbished, demo, or restored products will be accepted unless specifically authorized by County staff.

3. PRICING
Responding bidders shall indicate their hourly shop rate for the services described herein as well as provide firm, fixed prices and discounts off list prices for the emergency response vehicle equipment and supplies listed in this bid for the initial contract period of approximately one year from the date this bid is awarded. Pricing offered in the bid line items herein shall be for services provided during the successful firm’s normal business hours. Overtime will not be required. The bidder’s shop labor rate per hour offered herein shall apply to all vehicle and equipment makes, models, and types.

The prices offered by bidders shall be exclusive of sales tax (applicable sales tax shall be added to the County’s invoices). The discounts offered by bidders for the brands listed in this solicitation shall be calculated and billed in addition to any invoice terms that are offered.

All rates shall be billed in accordance with the bidders offered pricing. The County will not accept or pay any premiums, administrative surcharge costs, or any other surcharges that are not identified in the bidder’s response. Charges imposed by the State of California or Federal Government after the bid has been awarded will be honored.
206
Attachment A
Bid No. 20000

4. AWARD

4.1. This bid shall be evaluated and awarded by an all-or-none basis. The bid evaluation will consider the total cost to install the Sheriff’s Office patrol vehicle equipment into a typical Chevrolet Tahoe 4x2 and 4x4 for items 1.1 through 1.25 and a Ford Expedition for the Placer County Fire Department for items 1.26 through 1.38 for evaluation purposes. This cost will be determined by multiplying the firm’s shop labor rate by the total estimated time to install the equipment, as determined by the County. The estimated installation time will be 18 hours of labor for evaluation purposes only. Local Vendor Preference (if applicable), prompt payment discounts, optional pick up/delivery rates, travel time, travel time rate, turnaround time, and adherence to all conditions and requirements of this bid will also be considered.

Bidders are not required to bid on all categories to be considered for award however Placer County reserves the right to award the bid based on pricing offered for the most categories.

4.2. An example of a typical Chevrolet Tahoe patrol vehicle installation includes the following equipment (manufacturer or supplier is shown in parenthesis – no substitutions):
 Light Bar System (Whelen/Cencom)
 Headlight Flasher (Soundoff)
 Siren Speaker and Bracket (Whelen)
 Maplight (Little Lite)
 Radio Mounting Console (Lehr)
 Cage (Setina)
 Gun Locks – 2 per vehicle (Santa Cruz)
 Push Bumper (Setina)

All emergency equipment, dome light, and spotlight are required to be wired to an auxiliary power source in the rear of the vehicle. All power should be timed and disconnected as to protect the vehicle from a dead battery.

4.3. Other public agencies may elect to “piggyback” on the County’s resulting agreement(s). It will be the responsibility of the other agencies to execute separate contracts with the successful bidder(s) at the same bid pricing (refer to this Bid’s General Terms and Conditions, Section 22) through the end of the initial contract period. Any subsequent renewal pricing and terms successfully negotiated between Placer County and the successful bidder(s) would be made available to those other agencies.

5. DELIVERY REQUIREMENTS

5.1. Bidder’s pricing for equipment and supplies shall be FOB Destination, freight prepaid and assumed by the successful bidder, inside delivery to the following address:

Placer County Sheriff’s Office
2929 Richardson Drive, Ste. A
Auburn, CA 95603
Placer County Fire Department
13760 Lincoln Way
Auburn, CA 95603
207
Attachment A
Bid No. 20000

5.2. The successful bidder shall deliver regular orders within five (5) business days of order placement for the complete order (no partial deliveries will be allowed unless specifically approved by County staff at the time the order is placed). There will also be occasions where the County will need to place an emergency order, which shall be defined as items which are so urgently needed that they must be delivered within forty-eight (48) hours of placing the order or items that are not available from the vendor’s normal inventory. In these instances actual freight charges will be allowed with written approval from the County employee placing the order. All freight charges shall be prepaid by the vendor and added to the resulting invoice. Freight collect charges will not be allowed. The vendor shall clearly advise County personnel of such emergency order circumstances for authorization at the time the order is placed with the vendor.

5.3. If the County’s orders are not delivered within the delivery times specified herein, the County reserves the right to cancel the order and obtain the products from another source. In the event that the County must make such open market purchases, the County reserves the right to exercise the provisions of Section 17 of this bid’s General Terms and Conditions.

Continued non-compliance with the stated delivery times may be cause for cancellation of the resulting agreement.

6. PRICE LISTS
Placer County requests that the successful bidder provide price lists upon award of the resulting agreement for each of the manufacturer discounts offered in the successful bidder’s completed Bid Pricing Worksheet. The County will accept electronic versions of the price lists if hard copies are not available (e.g. CD’s, flash drives, etc.). These lists will be used to verify the discount pricing on the resulting invoices. All price lists shall be provided free of charge to the County. The County also prefers that the successful bidder(s) state the manufacturer’s list price, the bidder’s offered discount off list price, and the net price for each part purchased on the resulting invoices. The successful bidder shall be responsible for notifying the Placer County Sheriff’s Office primary contact as well as the Procurement Services Division of any changes or updates to the bidder’s/manufacturer’s published catalog/list prices that occur during the contract period.

7. INSURANCE REQUIREMENTS
The successful bidder shall be required to furnish a certificate of insurance within ten (10) calendar days following receipt of a Notice of Award demonstrating proof of coverage in the amounts specified in Attachment C, Insurance Requirements.

8. SUBCONTRACTING
The successful bidder shall not subcontract any portion of the work to be performed under the resulting agreement.

9. EQUIVALENT/ALTERNATE OFFERS
Due to the standardization of the County’s emergency response vehicle equipment including the County’s inventory of repair/replacement parts as well as staff training issues, bids will only be accepted for the brand and model emergency response vehicle equipment and supplies specified in the Bid Worksheet.
208
Attachment A
Bid No. 20000

10. SERVICE STANDARDS
The successful bidder shall provide all necessary personnel, tools, parts, materials, and equipment to perform the services described herein. The successful bidder shall perform all work in such a manner as to meet all accepted standards for safe practices for emergency response vehicle equipment installation services and to safely maintain stored equipment or other hazards consequential or related to the work. The successful bidder agrees to accept the sole responsibility for complying with all local, County, State or other legal requirements at all times including, but not limited to, O.S.H.A. and CAL. O.S.H.A. Safety Orders. The successful bidder must meet all EPA standards as well as all Federal, State, and Local laws, standards, and regulatory and permitting requirements while performing services on behalf of Placer County.

11. WORKMANSHIP
All services shall be performed in accordance with the highest standards prevailing in the trades. All of the successful bidder’s employees shall be especially skilled and appropriately trained and certified for the kind of work for which they are employed. Should the successful bidder’s Manager and/or Placer County staff deem anyone employed by the successful bidder incapable of completing the work required, the successful bidder shall immediately dismiss the employee from performing services on behalf of the County. Such removal shall not be considered a basis for employee’s claim for compensation or damages against the County, or any of its officers or agents. 209
Attachment B
Bid No. 20000

COUNTY OF PLACER

EMERGENCY RESPONSE VEHICLE EQUIPMENT AND INSTALLATION SERVICES

SCOPE OF WORK

1.0 The successful bidder shall be regularly established in the business of routine emergency vehicle lighting and equipment installation services on a variety of patrol vehicles, light trucks, and fire trucks. Responding firms shall have staff experienced in the installation of law enforcement and fire department radios, “Code 3” emergency equipment, prisoner partitions, mounting consoles, trunk racks, cages and gun locks at a minimum.

2.0 The successful bidder shall be qualified and capable of performing equipment installation services on various types of emergency response vehicles and equipment including, but not limited to, law enforcement sedans, sport utility vehicles, trucks, undercover vehicles, trailers, off-highway vehicles, and boats, including Type I and Type II engines.

3.0 Time is of the essence in returning County vehicles to service. The successful bidder agrees that work performed under the resulting agreement shall receive top priority over other work in the successful bidder’s shop. If the County determines that the workload of the successful bidder is such that timeliness is not possible in a given situation, the County reserves the right to assign the job to another vendor.

4.0 In the event that the successful bidder is unable to respond or complete the requested services within the bidder’s stated turnaround time, the successful bidder shall notify the County designated contact person immediately prior to commencing work. The County at its sole discretion may elect to utilize the services of another vendor in such instances and will notify the successful bidder if such intention is to be exercised.

5.0 The successful bidder agrees that the County has the right to view any work performed on a County vehicle at the successful bidder’s facility at any time, whether or not services have been completed. The successful bidder agrees that the County has the right to audit any work performed by the successful bidder.

6.0 The successful bidder warrants the goods furnished to be of the highest quality, complying with the specifications and free from all defects whatsoever in workmanship and materials, for a minimum period of one year from the date of delivery. Replacements and repairs under this warranty are to be made by the successful bidder at no cost and to the satisfaction of the County. Equipment installations shall be guaranteed for as long as the County owns/possesses the vehicle.

7.0 The successful bidder agrees that the County has the right to make the final determination as to whether services have been satisfactorily completed. The successful bidder shall include County staff on a walk-through of the vehicle to confirm that all equipment is installed and functioning correctly and testing the equipment prior to the County's acceptance of the work as being completed. Should any portion of the work to be done which, due to any cause, is not in accordance with the specifications or is not satisfactorily completed, it will be rejected and the successful bidder shall immediately make a satisfactory arrangement with the County before proceeding with other work. The successful bidder shall promptly correct all work rejected by the County as faulty, defective, or failing to conform to the product specifications or scope of 210
Attachment B
Bid No. 20000

work defined herein, whether observed before or after substantial completion of the work and whether or not inspected, tested, repaired, fabricated, installed, or completed. The successful bidder shall bear all costs of correcting such rejected work. This provision applies during the contract term and any resulting renewal periods.

8.0 The successful bidder shall be held responsible for any breakage or loss of the County’s vehicles or equipment while performing service on the County’s vehicles. The successful bidder shall be responsible for restoring or replacing any equipment, vehicle, etc. so damaged to the satisfaction of the County and at the sole expense of the successful bidder. The successful bidder shall immediately report to the County any damages to the vehicle or equipment resulting from services performed under the resulting agreement.

9.0 The successful bidder, at the County’s request, shall provide a field representative to meet with County personnel at least once a month to review the department's inventory levels, discuss the department's emergency lighting and equipment requirements and introduce additional products to address any County needs. The successful bidder shall also have technical staff available to conduct scheduled on-site meetings at the County’s request. The successful bidder shall provide inside sales support capable of providing product specification sheets, quotations, order placement and expediting, via fax and telephone at the County’s request.
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Attachment C
Bid No. 20000

PLACER COUNTY INSURANCE REQUIREMENTS

1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONTRACTOR shall save, keep, hold harmless, defend, and indemnify PLACER COUNTY from all damages, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of or in the course of performing work which may be occasioned by any willful or negligent act or omissions of the CONTRACTOR, any of the CONTRACTOR'S employees, or any subcontractors.

The CONTRACTOR shall be responsible for any liability imposed by law and for death, injury, or damage to property of any person including, but not limited to, workmen, subcontractors, and the public, resulting from any cause whatsoever during the progress of the work or at any time before its completion and final acceptance.

If any judgment is rendered against PLACER COUNTY for any injury, death, or damage caused by CONTRACTOR as a result of work performed or completed, pursuant to this agreement, CONTRACTOR shall, at its own expense, satisfy and discharge any judgment.

As used above, the term PLACER COUNTY means PLACER COUNTY, its officers, agents, employees, and volunteers.

2. INSURANCE:

CONTRACTOR shall file with the COUNTY concurrently herewith a Certificate of Insurance, in companies acceptable to COUNTY, with a Best's Rating of no less than A- :VII showing.

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

Worker's Compensation Insurance shall be provided as required by any applicable law or regulation. Employer's liability insurance shall be provided in amounts not less than one million dollars ($1,000,000) each accident for bodily injury by accident, one million dollars ($1,000,000) policy limit for bodily injury by disease, and one million dollars ($1,000,000) each employee for bodily injury by disease.

If there is an exposure of injury to PROVIDER'S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or 212
Attachment C
Bid No. 20000

statutes applicable to maritime employees, coverage shall be included for such injuries or claims.

Each Worker's Compensation policy shall be endorsed with the following specific language:

Cancellation Notice - “This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to the County of Placer.”
Waiver of Subrogation - The workers’ compensation policy shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against the County, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSULTANT.

CONTRACTOR shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with the County upon demand.

4. GENERAL LIABILITY INSURANCE:

A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONTRACTOR, providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:
(1) Products and completed operations;
(2) Contractual liability insuring the obligations assumed by CONTRACTOR in this Agreement; and
(3) Broad form property damage (including completed operations) Except with respect to bodily injury and property damage included within the products and completed operations hazards, the aggregate limits, where applicable, shall apply separately to CONTRACTOR'S work under the Contract.

B. One of the following forms is required:
(1) Comprehensive General Liability;
(2) Commercial General Liability (Occurrence); or
(3) Commercial General Liability (Claims Made).

C. If CONTRACTOR carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
One million dollars ($1,000,000) each occurrence
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Attachment C
Bid No. 20000

Two million dollars ($2,000,000) aggregate
D. If CONTRACTOR carries a Commercial General Liability (Occurrence) policy:
(1) The limits of liability shall not be less than:
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) for Products Completed Operations Two million dollars ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).

E. Special Claims Made Policy Form Provisions:

CONTRACTOR shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of COUNTY, which consent, if given, shall be subject to the following conditions:
(1) The limits of liability shall not be less than:
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations
Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONTRACTOR shall contain language providing coverage up to one (1) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.

Conformity of Coverages - If more than one policy is used to meet the required coverages, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by the County as noted above. In no cases shall the types of polices be different.

5. ENDORSEMENTS:

Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:
214
Attachment C
Bid No. 20000

A. "The County of Placer, its officers, agents, employees, and volunteers are to be covered as an additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement." B. "The insurance provided by the Contractor, including any excess liability or umbrella form coverage, is primary coverage to the County of Placer with respect to any insurance or self-insurance programs maintained by the County of Placer and no insurance held or owned by the County of Placer shall be called upon to contribute to a loss."
C. “This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to the County of Placer.”

6. AUTOMOBILE LIABILITY INSURANCE:

Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.

Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.

7. ADDITIONAL REQUIREMENTS:

Premium Payments - The insurance companies shall have no recourse against the COUNTY and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.

Policy Deductibles - The CONTRACTOR shall be responsible for all deductibles in all of the CONSULTANT’s insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.

CONTRACTOR’s Obligations - CONTRACTOR’s indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.

Verification of Coverage - CONTRACTOR shall furnish the County with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the County before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR’s obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
215
Attachment C
Bid No. 20000

Material Breach - Failure of the CONTRACTOR to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.

Certificate Holder –Placer County subscribes to a service that monitors insurance certificates for compliance with the above requirements. The Certificate Holder on insurance certificates and related documents should read as follows:

County of Placer
c/o EXIGIS LLC
PO Box 4668 ECM #35050
New York, NY 10168-4668
Fax: 888-355-3599
Email: [email protected]
Upon initial award of a contract to your firm, Exigis will contact you with further instructions for providing insurance certificates which meet the terms of the contract.

Certificates which amend or alter the coverage during the term of the contract, including updated certificates due to policy renewal, should be sent directly to Exigis via fax or email as indicated above.
***SOLE PROPRIETER LANGUAGE:

Workers’ Compensation
CONTRACTOR represents they have no employees and, therefore, not required to have Workers’ Compensation coverage.

CONTRACTOR agrees they have no rights, entitlements or claim against COUNTY for any type of employment benefits or workers’ compensation or other programs afforded to COUNTY employees.
216
217
Terms & Conditions
INVITATION FOR BIDS
GENERAL TERMS AND CONDITIONS
The following provisions are hereby made a part of this Invitation for Bids ("bid") by reference and attachment to the Invitation for Bids document.  Any contract award made as the result of this bid shall be governed by these General Terms and Conditions.  By submission of a bid, bidder does agree if the bid is accepted within 90 calendar days from the date of opening, to furnish to furnish the product(s) and/or service(s) pursuant to these conditions.  In the event of a contract award pursuant to this bid, performance by the successful bidder of any or all of the services, or delivery of any or all of the products defined herein, shall constitute acceptance of all terms, conditions and requirements of the resulting agreement.

WARNING:   It is the bidder’s responsibility to monitor the County’s website for possible addenda to this bid to inform him/herself of the most current specifications, terms, and conditions (see also Section 4 below), and to submit his/her bid in accordance with the original bid requirements and all addenda.  All available bids and related addenda can be found at:   https://placer.bidsandtenders.net.  Failure of bidder to obtain this information shall not relieve him/her of the requirements contained therein.  Additionally, failure of bidder to respond to any addenda, when required, may be cause for rejection of his/her bid.

1. GENERAL.  These provisions are standard for all County contracts.  The County may delete or modify any of these standard provisions for a particular contract by indicating a change in the special instructions to bidders or in the bid.  Any bidder accepting a contract award as the result of this bid agrees that the provisions included within this Invitation for Bid shall prevail over any conflicting provision within any standard form contract of the bidder.

2. SUBMISSION OF BIDS.  Bids shall be submitted to the Procurement Services Division either online, by using the Placer County EBid System, or in hard-copy form (see below for instructions).  All bids must be submitted prior to the date and time specified in this solicitation.  Bids shall be submitted by an employee who is authorized to commit his/her firm or organization to the provisions of the bid.  Any exceptions to the specifications, terms, or conditions of this solicitation shall be clearly indicated by bidder.

SUBMISSION OF HARD-COPY BIDS.  Bidders who wish to submit bids in hard-copy form in lieu of using the Placer County EBid System shall submit their bids to the Procurement Services Division, 2964 Richardson Drive, Auburn, California, 95603, between the hours of 8:00 am and 5:00 PM (Pacific), Monday through Friday (excluding County holidays).  Hard-copy bids shall be submitted in a sealed envelope which clearly identifies the bid number, commodity, and closing date and time.  Bids shall be submitted on the bid forms provided by the County, which may be downloaded from the EBid System or obtained from Procurement Services.  Hard-copy bids must be signed by an authorized employee of the firm.  The County shall not be responsible for bids delivered to a person/location other than that specified herein.  Bids shall be in ink or typewritten and all changes and/or erasures shall be initialed and dated in ink.  Any exceptions to the specifications, terms, or conditions of this solicitation shall be clearly indicated by bidder, without obliterating the original text or images contained herein.

WARNING:  Late bids or unsigned bids shall not be accepted under any circumstances.  Facsimile or telephone bids shall not be accepted.

3. AMENDMENTS TO THE BID.  Any amendment to this bid is valid only if in writing and issued by the Placer County Procurement Services Division.

REQUESTS FOR CLARIFICATION/INFORMATION.  Bidders are instructed to contact the Placer County Buyer/Contact Person(s) specifically identified in this bid for further clarification or information related to the specifications, terms, conditions, or evaluation of this bid.  Information provided by other than the named contact person may be invalid, and responses which are submitted in accordance with such information may be declared non-responsive.  Additionally, contacts made with other County staff in an attempt to circumvent or interfere with the County’s standard bidding and evaluation practices may be grounds for disqualification of the bidder.  Questions should be submitted using the Question tool on the Bids&Tenders site. Questions submitted within four (4) County working days of the bid opening date may not be answered.

4. NON-COLLUSION.  The bidder certifies that his bid is made without any previous understanding, agreement or connection with any person, firm or corporation making a bid for the same project and is in all respects fair, without outside control, collusion, fraud or otherwise illegal action.

5. CONFLICT OF INTEREST.  Bidder states that no County officer or employee, nor any business entity in which they have an interest, has an interest in the bid awarded or has been employed or retained to solicit or aid in the procuring of the resulting contract, nor will any such person be employed in the performance of such contract.

6. AWARD.  The contract may be awarded to the lowest responsible and responsive bidder complying with the provisions of the Invitation for Bid.  In determining whether a bid is lowest and responsive, and the bidder responsible, the following may be considered by the County:  a) Ability to perform the service required within the specified time;  b) Reputation, judgment and experience; c) The quality of performance in previous contracts; d) Previous compliance with laws, as well as employment practices; e) Financial ability to perform the contract; f) The quality, availability and adaptability of the supplies or the contractual services to the particular use required; g) Ability to provide maintenance and service; h) Whether the bidder is in arrears to the County, in debt on contract, is a defaulter on surety to the County or whether the bidder’s taxes or assessments are delinquent; i) The resale value and life cycle costs of the items; j) Such other information as identified in the Purchasing Policy Manual having bearing on the decision to make the award.  The award analysis will also include consideration for Local Vendor Preference (per Section 18 below) and any prompt pay discounts offered by the bidder (per Section 19 below).  The County reserves the right to reject any and all bids and to waive any informality in bids received whenever such rejection or waiver is in the interest of the County.  The County also reserves the right to reject the bid of a bidder who has previously failed to perform properly.  The County may award bids by line item, category, or on an all-or-none basis.

7. MERCHANTABILITY.  There shall be an implied warranty of merchantability and fitness for an intended use.  Any bid submittals taking exception to this requirement may, at the County’s option, be considered non-responsive.

8. SAMPLES.  Samples of items, when required, must be furnished free of expense to Placer County and if not destroyed by tests will, upon request, be returned at bidder’s expense.  Samples of selected items may be retained for comparison.

9. MANUFACTURER’S NAME AND APPROVED EQUIVALENTS.  Unless otherwise specified, manufacturer’s names, trade names, brand names, information and/or catalog numbers listed in a specification are intended only to identify the quality level desired.  They are not intended to limit competition.  The bidder may offer any equivalent product, which meets or exceeds the specifications.  If bids are based on equivalent products, the bids must: 1) Indicate on the bid form the alternate manufacturer’s name and catalog number; 2) Include complete descriptive literature and/or specifications; 3) Include proof that the proposed equivalent shall meet the specifications.  The County reserves the right to be the sole judge of what is equal and acceptable.  If bidder fails to name a substitute, goods identical to the bid standard must be furnished.

10. INSURANCE AND INDEMNIFICATION.  The awarded bidder may be required to provide proof of liability, automobile, and/or workers compensation insurance.  If required, the minimum coverage requirements will be identified in the bidding documents.  All costs of complying with the insurance requirements shall be included in your pricing. The selected firm shall provide complete and valid insurance certificates within ten (10) days of the County’s written request. Failure to provide the documents within the time stated may result in the rejection of the bid response and/or cancellation of the resulting contract or purchase order.

Unless indemnification requirements are stated otherwise in this solicitation, said requirements shall be as follows:  The awarded bidder ("Contractor") hereby agrees to protect, defend, indemnify, and hold Placer County free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by Placer County arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the County) and without limitation by enumeration, all other claims or demands of every character occurring or any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement.  The Contractor agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the Contractor.  Contractor also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent.  This provision is not intended to create any cause of action in favor of any third party against Contractor or the County or to enlarge in any way the Contractor’s liability but is intended solely to provide for indemnification of Placer County from liability for 218
damages or injuries to third persons or property arising from Contractor’s performance pursuant to the resulting contract or agreement.

11. FORCE MAJEURE. If an emergency or natural disaster causes delay or interferes with the use or delivery of the products/services described in this bid, deliveries may be suspended as long as needed to remove the cause or repair the damage.  An emergency or natural disaster includes fire, flood, blizzard, strike, accident, consequences of foreign or domestic war, or any other cause beyond the control of the parties.  The County reserves the right to acquire from other sources any products/services during any suspension of delivery.

12. TAXES.  Placer County is exempt from Federal Excise Tax; an exemption certificate will be furnished upon request.  Placer County is not exempt from California State sales/use taxes.  All applicable State sales/use taxes will be added to the purchase order.

13. DELIVERY.  All prices bid must be FOB Destination, unloaded inside and assembled unless otherwise indicated.

14. FIXED CONTRACT QUANTITIES.  Purchase order(s) for full quantities will be issued to successful bidder(s) after notification of award and receipt of all required documents.

15. OPEN-END CONTRACT.  No guarantee is expressed or implied as to the total quantity of commodities/services to be purchased under any open-end contract.  Estimated quantities/bid ratio or discounts from manufacturer’s list price may be used for bid comparison.  The County reserves the right to:  issue purchase orders as and when required; or issue a contract for individual agencies or multiple County agencies; or any combination of the preceding.  No delivery shall be made without a written order by the County, unless otherwise specifically provided for in the contract.  If in a subsequent year the vendor offers to supply his goods and service for the same bid price, or in the event the supplier is willing to negotiate to the satisfaction of Placer County any justifiable price increase prior to the succeeding year’s contract renewal and if the service provided by the supplier was to the satisfaction of the County, the County of Placer reserves the right to extend the period of the resulting contract on a year-to-year basis.  Alternatively, the bid solicitation may set forth specific renewal terms.  Bidder certifies that prices charged to the County for non-listed commodities or no-fixed price items are equal to or less than those charged the bidder’s most favored customer for comparable quantities under similar terms and conditions.

16. TERMINATION OF CONTRACT.   In the event of a material breach of the contractual obligations by the Contractor, the County may terminate the contract. At its sole discretion, the County may give the contractor an opportunity to cure the breach or to explain how the breach will be cured. The actual cure must be completed within no more than 10 working days from notification, or at minimum the contractor must provide the county within 10 working days from notification a written plan detailing how the contractor intends to cure the breach. If the contractor fails to cure the breach or if circumstances demand immediate action, the County will issue a notice of immediate termination.

Supplier Contracts may be terminated by the County without cause upon 30 calendar days’ written notice.

17. NON-APPROPRIATION.   In the event that sufficient funds are not appropriated and budgeted for the payment of goods or services described herein, the agreement shall immediately terminate on the last day of the fiscal period for which appropriations were received or other amounts were available to pay the amounts due under the agreement, without penalty or expense to the County of any kind whatsoever, except that the County will be liable for payment of any unpaid invoices for goods or services which were delivered prior to the end of the last fiscal period for which appropriations were made.

18. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT.  If any item or service furnished by the vendor fails to conform to bid specifications, or to the sample submitted by the vendor with his bid (if any), or if the vendor fails to deliver the items or perform any services required by the contract in the time and manner prescribed, the County may reject the products and/or services provided.  Upon rejection, the vendor must promptly reclaim and remove any rejected items without expense to the County, and shall immediately replace all such rejected items with others conforming to such specifications or samples, and/or correct the service deficiency.  If the vendor fails to do so, the County has the right to purchase in the open market a corresponding quantity of the rejected items, or have another firm provide the required service, and to deduct from any monies due the vendor the difference between the price named in the contract or purchase order and the actual cost to the County.  If the vendor breaches the contract or purchase order, any loss or damage sustained by the County in procuring items which the vendor therein agreed to supply shall be borne and paid for by the vendor.  The rights and remedies of the County identified above are in addition to any other rights and remedies provided by law or under the contract.  In any legal proceeding brought to enforce the terms of the herein agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees and costs incurred as a result of enforcing the terms of this agreement.

19. LOCAL VENDOR PREFERENCE.  A local preference credit of 5.0% for Placer County businesses will be permitted when evaluating bids for supplies, equipment, materials and services that are not part of a public project.  Bidders claiming local vendor preference must submit an Affidavit of Eligibility with their bid, unless an authorized affidavit is already on file with Placer County Procurement.  Preference criteria and affidavit forms are available on our website at:  https://www.placer.ca.gov/1408/LocalVendor-Preference

20. INVOICES AND PAYMENT TERMS.  Invoices are to be mailed to the County department specified on the resulting purchase order or contract.  All invoices must include the purchase order or contract number.  Failure to comply will result in delayed payments.  The County will make payment on a Net 30-day basis unless a cash discount is allowed for payment within the time period specified by vendor.  The payment term shall begin on the date the merchandise is inspected, delivered and accepted by the County, or on the date a correct invoice is received in the office specified in the order, whichever is later.  Prompt payment discounts shall be considered earned if payment is postmarked or personally delivered within the prescribed term.  For the purposes of this section, the beginning date described above shall be considered day zero for the purposes of counting days in the prescribed term.  For the purposes of bid evaluation, the County will only consider discount periods of ten (10) days or more. LATE FEES: In accordance with Section 926.10 of the California Government Code, Placer County may pay interest at not more than the rate of 6% per annum on invoices which are unpaid 61 or more days beyond the “beginning date” or “day zero” as defined above. In cases where this policy may conflict with other terms provided by the supplier, this provision shall prevail.

21. LEGAL REQUIREMENTS.  Federal, State, County and local ordinances, rules and regulations, and policies shall govern development, submittal and evaluation of bids and disputes about bids.  Lack of knowledge by any bidder about applicable law is not a defense.

22. ASSIGNMENT.  Any contract awarded shall not be assignable by the vendor without the express written approval of the County, and shall not become an asset in any bankruptcy, receivership or guardianship proceedings.

23. OTHER AGENCIES.  The successful vendor shall agree to extend Placer County contract prices and terms to other governmental agencies.  Any contract resulting from this requirement shall be executed by the successful vendor and the other agency.  Placer County will not be a party to “other agency” contracts.

24. PROTEST AND APPEAL PROCESS.  Any actual or prospective bidder or contractor who is aggrieved in connection with the solicitation or award of a contract may protest to the Director of Administrative Services in the manner prescribed by Section 10.0 of the Placer County Purchasing Policy.  The protest shall be submitted in writing to the Director of Administrative Services within seven (7) County business days after such aggrieved person or company knows or should have known of the facts giving rise thereto.

25. RECYCLED PRODUCT PREFERENCE.  A preference of 10% will be given to bids for products meeting the definition of recycled product cited in Public Contract Code Sections 22150 - 22154. In order to be granted this preference bidder shall provide statements and/or documentation as supporting evidence that the product(s) meets the definition.

26. PATENT INFRINGEMENT.  Supplier shall indemnify and hold harmless County, its agents and employees, against and from any and all actions, suits, liabilities, prosecutions, penalties, settlements, losses, damages, costs, charges, attorney’s fees, and all other expenses which may arise directly or indirectly from any claim that any of the products supplied by supplier infringes any patent, copyright, trade secret, or other property right.

27. VENDOR FINANCIAL STABILITY. If a vendor is currently involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the vendor under federal bankruptcy law or any state insolvency law, the vendor must provide the County with that information as part of its bid/proposal.  In accordance with Section 3.12(g) of the Placer County Purchasing Policy Manual and paragraph 8.e. of this document, the County may use information regarding a bidder’s financial responsibility when making an award determination.

The County reserves the right to take any action available if it discovers a failure to provide such information to the County, including but not limited to, a determination that the vendor should be declared non-responsible and/or non-responsive, and suspension or debarment of the vendor, in accordance with the processes defined in the Placer County Purchasing Policy Manual.
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By submitting a bid/proposal in response to this solicitation, the vendor agrees that if, during the term of any contract it has with the County, it becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the vendor under federal bankruptcy law or any state insolvency law, the vendor will immediately provide the County with a written notice to that effect and that it will provide the County any relevant information requested in order for the County to determine whether the vendor has the financial ability to meet its obligations to the County.
- -  End of General Terms and Conditions  - -
07/25/2019
I acknowledge that I have the authority to bind the Company and submit this bid on behalf of the Company.   -  Steve Adair, Regional Sales Manager The Applicant declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Applicant foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid.    Yes        No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document Please check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.

File Name
I have reviewed the
below addendum and
attachments (if
applicable)
Pages
There have not been any addenda issued for this bid.
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City of South Lake Tahoe
Agenda Item Executive Summary
Hilary Roverud, Interim City Manager
__________________________________
Meeting Date: March 10, 2026
Agenda Item #:9
Agenda Item: Permanent Local Housing Allocation (PLHA) Grant Loan Agreement, Grant Acceptance, and Budget Appropriation for the Sugar Pine Village Affordable Housing Project Phase 2B Executive Summary: On June 7, 2022, the City Council adopted a resolution authorizing the City Manager to submit a joint application with Related Companies of California, LLC under the PLHA nonentitlement competitive Program for an amount not to exceed $5,000,000 for Sugar Pine Village Phase 2B affordable housing project. The $5,000,000 grant was awarded to the City on February 10, 2025. Up to 5 percent ($250,000) can be used for reimbursement of administrative costs incurred by the City.

Requested Action / Suggested Motions: Pass a Resolution to accept and authorize the receipt of grant funds, to appropriate the funds, and authorize and direct the Mayor to enter into the Master Predevelopment Loan Agreement with Sugar Pine Phase 2B Housing Partners, L.P. to loan $4,750,000 of PLHA funds for use in the construction of Phase 2B of the Sugar Pine Village affordable housing project.

Responsible Staff Member: Jessica Wackenhut Lomeli, Housing Manager Reviewed and Approved By: Zach Thomas, Director of Development Services Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report - PLHA Grant SPV2B.docx
02-Resolution.docx
03-SPV Master Predevelopment Loan (Exh. A to Reso).docx 04 - Predevelopment Loan Promissory Note SPV2B.docx
05 - Assign of Project Docs SPV2B.docx
06 - PLHA_Standard Agreement.pdf
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Council Agenda Report March 10, 2026 Page 1 of 3
City of South Lake Tahoe
Report to City Council
Meeting Date: March 10, 2026
Title: Permanent Local Housing Allocation (PLHA) Grant Loan Agreement, Acceptance, and Budget Appropriation for the Sugar Pine Village Affordable Housing Project Phase 2B Location: 1888 Lake Tahoe Boulevard and 1029 Tata Lane
Responsible Staff Member: Jessica Wackenhut Lomeli, Housing Manager Background: Currently under construction, Sugar Pine Village is a 248-unit affordable housing project, with onsite community service facilities on 11.6 acres of land owned by the State of California (State). This project is a result of the Governor’s Executive Order N-06-19, which directed the California Department of General Services (DGS) to identify excess state properties as potential affordable housing development sites. In July 2020, the State announced the State had selected Related Companies of California LLC (Related) in partnership with the St. Joseph Community Land Trust to construct and manage the Sugar Pine Village project.

Since June 2020, the City of South Lake Tahoe has been an active partner in the development of the project. As a first step of financial commitment, the City Council at its November 17th, 2020 meeting authorized a $566,629 loan for predevelopment costs (Resolution 2020-109) and a $1,250,000 loan to purchase banked land coverage at the airport (Resolution 2020-110). The loans were funded by Program Income from repayments of loans from the Redevelopment Agency (RDA) Low- and Moderate-Income Housing Fund and the City’s undesignated reserve fund, respectively. At its October 19, 2021 meeting the City Council also approved a $627,626 loan of HOME Program Income. This brings the City’s total commitment toward the project to $2,441,629.

In addition to direct City commitments, the City has partnered with Related to secure $17,359,470 in Affordable Housing and Sustainable Communities (AHSC) grant funds, $10,551,967 is for the affordable housing project costs and the remaining $6,807,503 is for city improvements. The City and Related were awarded $5,000,000 in Permanent Local Housing Allocation (PLHA) grant funding. Additionally, Related has also secured $20,000,000 in Multifamily Housing Program (MHP) funding and $3,195,900 in Infill Infrastructure Grant (IIG) funding so far in the financing phase of the project.

To date, approximately $100,000,000 in tax credits and grant applications have been applied for and secured using the City’s initial approximate $2.4 million commitment as a local match. 222
Council Agenda Report March 10, 2026 Page 2 of 3
Source Phase 1A Phase 1B Phase 2A Phase 2B Total
City RDA Loan 566,629 - - - 566,629
City Coverage Loan 254,487 - 995,513 - 1,250,000
HOME PI Loan - 625,000 - - 625,000
City Sources 821,116 625,000 995,513 2,441,629
Federal Tax Credit
Equity 19,766,293 17,114,888 - 18,755,003 55,636,184
State Tax Credit
Equity 5,722,864 - - - 5,722,864
Perm Loan 2,768,500 4,448,000 2,015,000 2,380,000 11,611,500 State Housing
Accelerator 23,888,864 23,888,864
State MHP 12,127,500 7,448,016 - - 19,575,516
State AHSC - - 10,551,967 19,680,000 30,231,967
State IIG 3,195,900 2,953,700 2,965,000 2,998,000 12,112,600 State PLHA 4,750,000 - 4,750,000 4,750,000 14,250,000
State HOME - 5,162,446 - 5,910,614 11,073,060
State LGMG 5,638,066 9,999,999 4,304,935 - 19,943,000
State Prohousing 620,000 620,000
FHLBank AHP 1,000,000 - - - 1,000,000
Deferred Dev. Fee 500,000 1,970,346 - 4,200,000 6,670,346 Total Sources 56,290,239 49,722,395 49,471,279 59,293,617 214,777,530 Committed Applied For Identified N/A
Issue and Discussion: On May 7, 2024, the City Council adopted Resolution 2024-052 authorizing the City Manager to submit a joint application with Related Companies of California, LLC under the PLHA non-entitlement competitive Program for an amount not to exceed $5,000,000. The $5,000,000 grant was awarded to the City on February 10, 2025. Up to 5 percent ($250,000) can be used for reimbursement of administrative costs incurred by the City. As authorized under Resolution 2024-052, the City Manager entered into the Standard Agreement on September 29, 2025 (Attachment 6).

Staff is recommending City Council adopt a resolution to accept and authorize the receipt of the grant funds and to appropriate the funds in the City budget. It is also recommended that the City Council authorize the Mayor to enter into a Loan Agreement, Predevelopment Loan Promissory Note, Assignment of Project Documents with Sugar Pine Phase 2B Housing Partners, L.P. to loan $4,750,000 of PLHA funds for use in the construction of Phase 2B of the Sugar Pine Village affordable housing project. Staff requests authorization for the Mayor to execute the Loan Agreement and related documents in substantially the form attached hereto including any changes required to comply with the Housing and Community Development Standard Agreement, to be approved as to form by the City Attorney. Loan documents will require compliance with the City’s Local Preference Policy.
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Council Agenda Report March 10, 2026 Page 3 of 3
Financial Implications: While the City carries primary responsibility for administering the grant, the Loan Agreement will require that the borrower, Sugar Pine Housing Partners, L.P. comply with all requirements of the Standard Agreement between the City and the State. In addition, up to 5 percent ($250,000) of the grant may be used to cover costs associated with administering the grant.

Staff is recommending that the PLHA funds be appropriated, consistent with the Standard Agreement, as follows:

Account Number 250-06024 Work-Force Housing
Revenue (33244): $5,000,000
Loans to Borrowers (47060): $4,750,000
Administration Costs (50011): $250,000
Environmental Considerations: For projects that satisfy criteria specified by SB 35, the guidelines issued by HCD specify that the California Environmental Quality Act (CEQA) does not apply to actions taken by a local government to provide financial assistance to a development that receives streamlined approval and that is to be used for housing for persons and families of very low, low, or moderate income, as defined in Section 50093 of the Health and Safety Code.

Policy Implications: The recommended action is consistent with the City Strategic Plan which identifies supporting the Sugar Pine Village Project as Action Item 1.1.

The recommended action is also consistent with the following adopted policies and programs:

City General Plan Housing Element
Policy 1-1 The City shall adopt programs, ordinances, incentives, land use plans and other regulatory mechanisms that provide opportunities for the private sector to address the housing needs of citizens of all economic levels.

Policy 2-5 The City shall recognize that it will become difficult to attract employees if they cannot afford to purchase or rent housing in South Lake Tahoe. The City shall encourage and support programs and activities that create a robust local economy that provides residents with good paying employment and the means to purchase and/or rent housing in the city.

Program 2-1 Pursue State and Federal Funds
To support the creation of quality, affordable housing options for extremely low-, very low-, and low-income households, the City shall seek and when appropriate and feasible pursue grant opportunities for state and federal funds.

City of South Lake Tahoe Climate Action Plan
Action Item LUP-3 Prioritize workforce and affordable housing Use regulatory and voluntary tools to increase the inventory of workforce housing along existing and planned higher capacity bus routes, more frequent transit services, and near services and jobs. Identify additional affordable workforce housing opportunities as part of the General Plan update land use plan and future development projects. Work with developers to provide incentives for and encourage affordable housing projects.
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Resolution 2026-XXX March 10, 2026 Page 1 of 2
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
March 10, 2026
Acceptance and Budget Appropriation of Permanent Local Housing Allocation Non-Entitlement Local Government Competitive Component funds for construction of the Sugar Pine Village Phase 2B Affordable Housing Project

BACKGROUND
A. The City General Plan Housing Element (2014) identified a general disparity between wages and the cost of housing in South Lake Tahoe. There is a need for new housing construction to serve low, very low, and extremely low-income residents due to 36.1 percent of City residents in these income categories having a cost burden greater than 30 percent and 19.8 percent having a cost burden greater than 50 percent between 2006 and 2010.

B. To address the shortage of housing for Californians, Governor Newsom ordered the Department of General Services (DGS) and the Department of Housing and Community Development (HCD) to identify and prioritize excess state-owned property and aggressively pursue sustainable, innovative, cost-effective housing projects (Executive Order N-06-19).

C. Through a competitive Request for Proposal process, the State of California has selected The Related Companies of California (“Related California”) and Saint Joseph Community Land Trust team to develop the Sugar Pine Village project (“Project”) located at 1888 Lake Tahoe Blvd and 1029 Tata Lane in South Lake Tahoe. The Project will include 248 rental units available to low and very low-income households.

D. The City has been an active partner in the development and financing of the Project by both contributing local money and being joint applicants on numerous grants.

E. On May 7, 2024, the City Council adopted Resolution 2024-052 authorizing the City Manager to submit a joint application with Related Companies of California, LLC under the PLHA non-entitlement competitive Program for an amount not to exceed $5,000,000.

F. On February 10, 2025, the City of South Lake Tahoe was awarded $5,000,000 in PLHA funds for use in the development of the Project and subject to the terms and conditions as specified in the Standard Agreement.

G. Related California has made a request on behalf of the project team, for the City to loan funds to cover predevelopment expenses associated with the design and entitlement of the Project.

H. Related California is a real estate firm with 30 years of experience delivering affordable housing, mixed-income housing, and mixed-use developments across California. The 225
Resolution 2026-XXX March 10, 2026 Page 2 of 2
company has more than 16,000 residences completed or under construction, 13,000 of which are affordable for either low or very low-income households.

I. Related California and SJCLT, or their affiliates, have formed a limited partnership or LLC to advance the development of the Sugar Pine Village project and this LLC or limited partnership would be the recipient of the financial assistance requested for the project.

J. Related California has provided a financing strategy for the development of the Sugar Pine Village, a 248 unit housing project affordable to low and very low-income households, which includes a combination of tax credit equity, private loan financing, and state and federal housing program sources.

K. On January 28, 2025, City Council approved Resolution 2025-006 authorizing the adoption of a Local Tenant Preference Policy for affordable housing developments and is inclusive of Sugar Pine Village Phase 2B affordable housing project.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Authorizes the acceptance of the Permanent Local Housing Allocation Non-Entitlement funds from California Department of Housing and Community Development for an amount up to $5,000,000.

2. Appropriates budgeting on the PLHA funds into account number 250-06024 as follows:

Revenue (33244) $5,000,000
Loan to Project (47060) $4,750,000
Administrative Costs (50011) $250,000

3. Authorizes and directs the Mayor to execute the Master Predevelopment Loan Agreement with Sugar Pine Phase 2B Housing Partners, L.P., attached hereto as Exhibit A.

Adopted by the City of South Tahoe City Council on March 10, 2026 by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
Cody Bass, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
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1 60217317.2

MASTER PREDEVELOPMENT LOAN AGREEMENT
This MASTER PREDEVELOPMENT LOAN AGREEMENT (“Loan Agreement”) is effective as of March 10, 2026 (“Effective Date”) by and between the CITY OF SOUTH LAKE TAHOE, a municipal corporation (the “City” and “Lender”) and SUGAR PINE PHASE 2B HOUSING PARTNERS, L.P., a California limited partnership (the “Borrower”).

RECITALS
A. The City, the Borrower and The Related Companies of California, LLC, a California limited liability company, were awarded Permanent Local Housing Allocation Program (“PLHA”) funds by the California Department of Housing and Community Development (“HCD”) in the amount of $5,000,000 pursuant to the terms of that certain Standard Agreement dated as of September 30, 2025 (the “PLHA Funds”);
B. WHEREAS, in order to help achieve financial feasibility for the Development (as hereinafter defined) and to increase the supply of affordable rental housing in the City of South Lake Tahoe, the Lender intends to lend up to Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000) of the PLHA Funds to the Borrower (the “Predevelopment Loan”) to cover of predevelopment costs incurred by the Borrower related to the Development; C. WHEREAS, because predevelopment activities are of extreme importance to the success of the Development, the Lender is willing to make this Predevelopment Loan to the Borrower upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS

1.01 Definitions. The following terms are defined as follows for purposes of this Loan Agreement and each shall have the meaning given it unless the context clearly indicates otherwise:
(a) “Architect” means the architect or architects, if any, with whom the Borrower contracts to design and oversee certain Predevelopment Work, and subsequent construction of the Project.
(b) “Assignment of Project Documents” means the instrument executed in connection with this Predevelopment Loan of approximately even date herewith as security for this Predevelopment Loan.
(c) “Borrower” means Sugar Pine Phase 2B Housing Partners, L.P., a California limited liability company.
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2 60217317.2
(d) “Closing” means the Borrower (i) acquiring title (or a long-term lease) to the Property and (ii) entering into one or more construction loans with other lenders for construction of the Project.
(e) “Contractors” mean the Architect, and other contractors and consultants, required for the performance of the Predevelopment Work. (f) “Default Rate” means the rate of interest to be charged on all sums due under the Note following an uncured Event of Default, which rate shall be the short-term applicable federal rate in effect on the effective date hereof, plus three percent (3%) per annum. (g) “Development” or “Project” means 60 units in 2 buildings located at 1860 Lake Tahoe Blvd., South Lake Tahoe, California.
(h) “Drop-Dead Date” is defined in Section 2.04 of this Loan Agreement. (i) “Event of Default” is defined in Article 6 of this Loan Agreement. (j) “Extended Maturity Date” is defined in Section 2.05 of this Lona Agreement.
(k) “Force Majeure” is defined in Section 8.18 of this Loan Agreement. (l) “Fund” is defined in the Recitals.
(m) “Interest Rate” means zero percent (0%) simple interest and, during an uncured Event of Default, the Default Rate.
(n) “Lender” means the City or its successor in interest. (o) “Loan Amount” means the amount not to exceed an outstanding principal balance of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00) to be provided to the Borrower pursuant to this Loan Agreement for Predevelopment Work. (p) “Loan Documents” means all documents identified in Article 4 herein. (q) “Maturity Date” is defined in Section 2.04 of this Loan Agreement. (r) “Note” means the promissory note to be executed by the Borrower evidencing the Predevelopment Loan made pursuant to this Loan Agreement. (s) “Predevelopment Budget” means the budget attached as Exhibit 3 hereto, as the same may be amended or revised from time to time with the consent of the parties hereto.

The Borrower may submit written requests for amendments to line items within the Predevelopment Budget at the same time Borrower submits draw requests pursuant to this Agreement. The City shall approve or deny such requests for amendments in writing upon disbursement of the Predevelopment Loan proceeds.
(t) “Predevelopment Costs” means costs for the Predevelopment Work. 228
3 60217317.2
(u) “Predevelopment Loan” is defined in the Recitals.
(v) “Predevelopment Property” means all drawings, tracings, plans, specifications, studies and other documents prepared by the Borrower, its individual members, or any Contractor resulting from performance of the Predevelopment Work. (w) “Predevelopment Schedule” means the schedule attached as Exhibit 2 hereto, as the same may be amended or revised from time to time with the consent of the parties hereto, and subject to Force Majeure.
(x) “Predevelopment Work” means all services and work contemplated in the Predevelopment Schedule and the Predevelopment Budget.
(y) “Project” is defined in in the definition of Development above. (z) “Property” means fee title or a long-term leasehold interest in that certain real property more specifically defined in Exhibit 1.
(aa) “State” means the State of California.

ARTICLE 2

LOAN AGREEMENT TO CONSTRUCT, LEND AND REPAY

2.01 Predevelopment Loan. Subject to the terms and conditions of this Loan Agreement and the Note, and so long as no Event of Default exists, the Lender shall make advances to Borrower in an amount not to exceed the Loan Amount.

2.02 Use of Predevelopment Loan Proceeds. The proceeds of the Predevelopment Loan shall be used solely for the payment of the eligible, City-approved and budgeted Predevelopment Costs for Predevelopment Work as such costs are incurred.

2.03 Pre-Payment Permitted. Borrower agrees to repay the outstanding principal according to the terms outlined in the Note. The Borrower may, at its option, prepay all or any portion of the unpaid principal balance of the Note, together with interest accrued through the date of such prepayment, without charge or penalty.

2.04 Term. Lender’s obligation to make advances to Borrower and Borrower’s right to request advances under this Loan Agreement shall commence on the effective date hereof and continue until the sooner of (the “Maturity Date”) (i) June 30, 2033 (the “Drop-Dead Date”) and (ii) the Closing. If by the Maturity Date either (x) the Note has not been repaid in full, or (y) Closing has not occurred, then the Lender’s sole recourse shall be limited to the Predevelopment Property as provided in this Loan Agreement and the Assignment of Project Documents.

2.05 Extension of Term. Notwithstanding anything to the contrary contained herein, on or prior to the Maturity Date, upon request of the Borrower, the Lender may extend the Maturity Date of the Loan to a date that is fifty-seven years from the date of the Closing (the “Extended Maturity Date”). Extension of the Maturity Date by the Lender shall be conditioned upon: (i) 229
4 60217317.2
Closing, (ii) concurrent with the Closing, Borrower’s execution and recordation against the Property of a deed of trust and assignment of rents in favor of the Lender and in form and substance approved by Borrower and Lender, and (iii) by causing to be delivered to the Lender a title policy insuring Lender’s lien priority with respect to the loans on the Property. After extension of the Maturity Date by Lender to the Extended Maturity Date, the Loan will be repayable from the Borrower’s net cash flow in accordance with the terms and conditions of an amended and restated agreement of limited partnership of Borrower that will be executed on or about Closing.

ARTICLE 3

COVENANTS

3.01 Performance of the Predevelopment Work. The Borrower represents, warrants and covenants that the Predevelopment Work will be conducted in accordance with the Predevelopment Budget, the Predevelopment Schedule, all applicable permits and approvals, and any title or other restrictions or conditions affecting the Development.

3.02 Responsibility for Costs Exceeding Predevelopment Loan Amount; Changes in Predevelopment Budget. The Borrower acknowledges that the Lender is not obligated to advance funds that would cause the outstanding principal balance of the Predevelopment Loan to exceed the Predevelopment Loan Amount. Borrower, however, may request changes in any individual Predevelopment Budget line item that is offset by a corresponding decrease in one or more other line items such that the total Predevelopment Budget is not increased, so long as the integrity and quality of the Development are not materially adversely affected. Such request must be submitted to Lender promptly upon Borrower’s knowledge of the need to revise the Predevelopment Budget and no later than five (5) business days before any request for disbursement of funds that will cover such revised costs. Lender’s approval of such requests shall not be unreasonably withheld.

3.03 Contractor Agreements. The Borrower shall retain the Architect under a binding contract or contracts to provide all architectural services necessary for the Predevelopment Work and to begin the design and construction of the Development. The Borrower shall retain the other Contractors under a binding contract or contracts to provide all other services to be paid for from the Predevelopment Loan. The Borrower shall obtain the Architect and other Contractors’ written consents to collaterally assign the Predevelopment Property pursuant to the Assignment of Project Documents in form and substance approved by Borrower and Lender.

3.04 Contracts. The Borrower shall make available for review by the Lender copies of all contracts for Predevelopment Work, or any portion thereof, in accordance this Loan Agreement.

The Borrower agrees that all its interest in the Predevelopment Property shall be collaterally assigned to the Lender pursuant to the Assignment of Project Documents. The Borrower also agrees to deliver copies of all Predevelopment Property to Lender without representation or warranty..

3.05 Monitoring Contractors; Correction of Defects. The Borrower shall monitor the performance of the Contractors and all other persons and entities providing materials, equipment or services to the Predevelopment Work and shall take such actions as are necessary to maintain adherence to quality standards, safety standards, production schedules, shipping dates, and job-site 230
5 60217317.2
requirements. The Borrower shall use reasonable efforts to guard against defects and deficiencies in design and construction that is performed as part of the Predevelopment Work.

3.06 Inspection by the Lender. The Lender, its authorized agents may inspect the Project and any work in progress for the purpose of protecting or furthering the Lender’s interest under this Loan Agreement. The Lender shall have no obligation to make any such inspection of the Project. Such inspections are for the Lender’s information only, and any such inspection shall not relieve the Borrower of its obligation to complete the Predevelopment Work in accordance with this Loan Agreement, the Predevelopment Budget and the Predevelopment Schedule. In no event shall the Lender’s inspection of the work be deemed acceptance of all or any of the work, equipment, or materials or a waiver of any right the Lender has under this Loan Agreement.

3.07 Compliance with Law. All Predevelopment Work shall comply with all applicable federal, state and local laws, rules and regulations, including without implied limitation those pertaining to zoning, environmental, subdivision, building, health, safety and sanitary conditions.

3.08 Entity Matters. The Borrower represents and warrants that it is a limited partnership formed and validly existing under the laws of the State of California and duly authorized to enter into this Loan Agreement.

3.09 No Default. Borrower represents and warrants that the consummation and performance of the transaction contemplated by the Loan Documents will not constitute a default under any agreement or obligation to which the Borrower is a party or any obligation by which the same may be bound.

3.10 Insurance. The Borrower will obtain and maintain, and require its contractors to obtain and maintain, the insurance policies and coverages set forth on Exhibit 5 attached hereto.

3.11 Notices. The Borrower shall, with reasonable promptness, but in any event within fourteen (14) calendar days after it has actual knowledge thereof, notify the Lender in writing of the occurrence of any act, event or condition that constitutes, or that after notice or lapse of time or both would constitute, an Event of Default by the Borrower. Such notification shall include a written statement of any remedial or curative actions that the Borrower proposes to undertake to cure or remedy such default.

3.12 Encumbrances. Borrower covenants to, and shall cause its contractors to, keep the Predevelopment Property free from any and all liens and/or encumbrances, including stop work notices, arising out of the Predevelopment Work, materials furnished, or obligations incurred by or for Borrower and/or its contractors. Borrower shall be jointly and severally responsible for discharging and releasing any lien or encumbrance from the Predevelopment Property caused by Borrower, its contractors, or assigns in connection with the Predevelopment Work, and for all costs associated therewith.

3.13 Local Tenant Preference Policy. Lender and Borrower agree that the Local Tenant Preference Policy adopted by City of South Lake Tahoe City Council pursuant to Resolution 2025- 006 and Attachment 1 thereto shall be incorporated into this Loan Agreement and shall apply to the Development including its waitlist priority.
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ARTICLE 4

CONDITIONS ON ADVANCES

4.01 Conditions on Advances. The obligation of the Lender to make this Predevelopment Loan or any advance is subject to the compliance by the Borrower with its covenants, agreements, representations and warranties contained in the Loan Documents and to the satisfaction before making the Predevelopment Loan or any such advance, of the following (a) The Borrower shall have incurred costs or expended funds in accordance with the Predevelopment Budget and Predevelopment Schedule; (b) The following documents (together with this Loan Agreement and any UCC financing statements, “Loan Documents”) shall have been duly executed and delivered by the parties thereto and shall be in full force and effect and, to the extent required by the Lender, all lien documents securing this Predevelopment Loan shall have been duly recorded:

1. the Note;

2. the Assignment of Project Documents;

3. such other documents, instruments, and/or papers, which may evidence or secure the Predevelopment Loan;
(c) The Borrower shall have provided consents by the Architect and other Contractors to the Assignment of Project Documents, all by instruments acceptable to the Lender in the Lender’s reasonable discretion;
(d) The Borrower shall have provided prior to the initial disbursement an opinion issued to the Lender by counsel acceptable to the Lender that: (i) the Borrower is a validly existing business entity under the laws of the state in which it is organized with full power and authority to consummate and perform the transaction contemplated by this Loan Agreement and the other Loan Documents, as applicable; (ii) members or partners in the Borrower are validly existing business entities with full power and authority to consummate and perform the transaction contemplated by this Loan Agreement and the other Loan Documents; and (iii) this Loan Agreement and the other Loan Documents, as applicable, have been duly authorized, executed and delivered to the Lender and are valid, binding and enforceable according to their terms, subject only to customary exceptions regarding enforcement of creditors rights generally and equitable remedies being discretionary;
(e) The Borrower shall have provided such other evidence as the Lender reasonably may require that the Predevelopment Work complies with the Predevelopment Budget, the Predevelopment Schedule and with all applicable federal, state and municipal laws; (f) No Event of Default shall exist and no event exists that, with the passage of time or giving of notice by the Lender, constitutes an Event of Default; 232
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(g) Borrower has delivered to Lender current financial statements prior to the execution of this Agreement;
(h) Borrower shall have the required insurance in effect and shall have provided certificates evidencing such insurance; and
(i) Such other documents and certifications as Lender or its counsel may reasonably request.

ARTICLE 5

DISBURSEMENTS

5.01 Borrower Representations and Warranties with Each Disbursement. Each request by the Borrower for a disbursement under this Loan Agreement: (a) shall constitute the Borrower’s affirmation that the representations and warranties contained in this Loan Agreement remain true and correct as of the date of such request; (b) shall constitute the Borrower’s representation and warranty that the information set forth in each such request and any certification by the Borrower, the Architect or any other Contractor supplied in connection therewith is true and correct and omits no material fact necessary to make the same not misleading; and (c) shall constitute the Borrower’s affirmation of compliance with the covenants contained in this Loan Agreement.

5.02 Requests for Disbursements. The proceeds of the Loan shall be disbursed as the work to be paid for by the Loan proceeds is performed. The Borrower shall submit draw requests to the City not more frequently than one time each calendar month. The City will make a good faith effort to disburse the Loan proceeds under each draw request within thirty (30) calendar days after the request.
(a) Each request for a disbursement shall be made to the Lender in writing, and disbursements shall not be requested more frequently than monthly. Each request for disbursement shall be funded within thirty (30) days after it has been properly submitted and when conditions on advances under Section 4.01 have been satisfied. Each request for a disbursement must contain the following:
(b) a letter from the Borrower requesting a disbursement, which should contain any special funding instructions and an executed Certification of Request for Payment of Predevelopment Costs in a form attached hereto as Exhibit 4; (c) as requested by Lender, invoices, cancelled checks, and any additional supporting documentation for Predevelopment Costs previously paid by Lender and invoices and supporting documentation for the current disbursement request; (d) [reserved]; and
(e) such other certificates, documents, information, or instruments the Lender shall reasonably require to substantiate the same.
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5.03 Disbursements Contingent on Lender’s Satisfaction. The Lender shall not be obligated to make any disbursements unless the Lender is satisfied in its reasonable judgment that the conditions precedent to the making of such disbursements, have been satisfied by the Borrower, and Borrower is in compliance with its obligations under the Loan Documents.

5.04 Lender’s Right to Withhold Disbursements. The Lender shall have the right to withhold disbursements, in whole or in part, if: (a) Predevelopment Work is in any material respect not in accordance with the Loan Documents, including the Predevelopment Budget, and Predevelopment Schedule or (b) the Borrower is in default (after any applicable notice and cure period) under any obligations to the Lender as described in the Loan Documents.

ARTICLE 6

EVENTS OF DEFAULT AND REMEDIES

6.01 Events of Default. Each of the following shall constitute an “Event of Default” for purposes of this Loan Agreement:
(a) The failure by the Borrower to pay the Note when due; (b) The failure of the Borrower to make any other payment required under the terms of this Loan Agreement, or any of the other Loan Documents or any of the Exhibits hereto, within thirty (30) days after receipt of written notice from the Lender; (c) Except as otherwise provided herein, the failure of the Borrower to promptly and accurately perform any other covenant or agreement contained in this Loan Agreement and any of the other Loan Documents or any of the Exhibits hereto, and the additional failure to cure or remedy such within a period of thirty (30) days after written notice thereof; provided, however, that if such failure cannot be remedied in such time, the Borrower shall have such additional time needed to remedy such failure as long as the Borrower commences efforts to cure within thirty (30) days and, in the determination of the Lender, diligently and in good faith pursues such cure or remedy;
(d) Subject to Force Majeure, Borrower abandons Predevelopment Work, or ceases Predevelopment Work for a period of more than sixty (60) consecutive days; (e) Any representation, warranty or certificate given or furnished by the Borrower, or the members or partners in the Borrower shall prove to be materially false as of the date on which the representation, warranty or certification was given and shall prove to have a material adverse effect on the Lender; provided, however, that if any representation, warranty or certification that proves to be materially false is due to the Borrower’s inadvertence, then Borrower shall have a thirty (30) day opportunity beginning upon the earlier of (1) Borrower’s knowledge of the breach or (2) written notice thereof from Lender, to: (a) cause such representation, warranty or certification to be full, true and complete in every respect; and (b) cure the harm caused to the Lender by the falsity of such representation, warranty or certification; (f) The Borrower shall file, or have filed against it, a petition of bankruptcy, insolvency or similar action pursuant to state or federal law, or shall file any petition or answer seeking, consenting to, or acquiescing in, any reorganization, arrangement readjustment, 234
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liquidation, dissolution or similar relief; or shall be adjudicated bankrupt or insolvent, under any present or future statute, law, regulation, either state or federal, and such judgment or decree is not vacated or set aside; provided, however, that in the event of an involuntary bankruptcy proceeding, Borrower, or the members or partners in the Borrower, shall have ninety (90) days to have such petition, judgment or decree set aside or vacated;
(g) The Borrower shall make an assignment for the benefit of creditors, or shall submit in writing its inability to pay its debts generally as they become due; (h) There is a change in the ownership interests or a change in the control of the Borrower, the members or partners in the Borrower, without prior notice to or approval by the Lender (other than the Lender approved admission of limited partners or members in a mixedfinance rental transaction); or (i) The Borrower fails to maintain, or fails to cause to be maintained, insurance as required by this Loan Agreement.

6.02 Remedies Upon Events of Default.
(a) Upon the occurrence of an Event of Default, at its option and without notice, the Lender may (but shall not be required to) (i) terminate this Loan Agreement and the Lender’s commitment to make any disbursement hereunder; (ii) declare the indebtedness evidenced by the Note to be immediately due and payable, and pursue the Lender’s other remedies under the other Loan Documents; or (iii) institute any action, suit, or other proceeding at law or in equity, which the Lender shall deem necessary or proper for the protection of its interest. (b) [Reserved].
(c) At any time after the occurrence of an Event of Default and during its duration, the Lender may revoke Borrower’s right to use the Predevelopment Property and may use the Predevelopment Property as provided in the Loan Agreement and Assignment of Project Documents.

6.03 Remedies Cumulative. Upon the occurrence of an Event of Default, the rights, powers, and privileges provided in this Article 6 and all other remedies available to the Lender under this Loan Agreement or any of the Loan Documents may be exercised by the Lender at any time and shall not constitute a waiver of any of the Lender’s other rights and remedies thereunder, whether or not the indebtedness shall become due and payable, and whether or not the Lender shall have instituted action for the enforcement of its rights under any of the Loan Documents.

6.04 Borrower’s Waiver of Presentment, Etc. The Borrower hereby waives, to the extent permitted by applicable law: (a) all presentments, demands for performance, notices of nonperformance (unless required by the terms hereof or any other Loan Document), protests, and/or notices of dishonor; (b) any requirement of diligence or promptness on the Lender’s part in the enforcement of its rights under this Loan Agreement or any Loan Document; and (c) any and all notice of every kind and description that may be required to be given by any statute or rule of law.
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6.05 Course of Dealing Not Operative as Waiver. No course of dealing between the Borrower, on the one hand, and the Lender, on the other hand, shall operate as a waiver of the Lender’s rights under any Loan Document. A waiver on one occasion shall not be deemed a waiver of such right or any other right hereunder. Any waiver by the Lender must be in writing and signed by the Lender to be effective. The making of a disbursement during the existence of an Event of Default shall not constitute a waiver of such Event of Default.

ARTICLE 7

RESERVED
ARTICLE 8

MISCELLANEOUS

8.01 Assignment. Except as set forth herein, the Borrower may not assign this Loan Agreement or the monies due under this Loan Agreement without the Lender’s prior written consent, which the Lender in its sole discretion may grant or withhold.

8.02 Further Assurances. Whenever the Lender requests, the Borrower shall execute, acknowledge and deliver such further instruments or documents that the Lender may reasonably require to further perfect its rights and remedies under this Loan Agreement, the Note and any other Loan Document and in all collateral therefor, provided that, without the consent of Borrower, no greater rights or remedies are granted to the Lender thereunder, nor shall any greater burden be imposed on Borrower, than is contained herein.

8.03 Subordination. There is no agreement, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right or payment of any of Borrower’s obligation subject to this Agreement to any other obligation of Borrower.

8.04 Construction of Documents. To the extent that there may be any inconsistency or conflict between the terms of any other Loan Document and this Loan Agreement, this Loan Agreement shall govern.

8.05 No Waiver. This Loan Agreement may be amended, waived or discharged only by writing signed by the party against whom enforcement of the amendment, waiver or discharge is sought. Any oral waiver, change or discharge of any provision of this Loan Agreement by any representative of a party shall be without City and of no force or effect.

8.06 Parties Bound. This Loan Agreement shall bind upon and inure to the benefit of each party and their permitted successors and assigns. This Loan Agreement is a contract by and between the Borrower and Lender for their mutual benefit, and no third person shall have any right, claim or interest against any party hereto by virtue of any provision hereof.

8.07 Time of the Essence. The parties agree that time is of the essence in this Loan Agreement.

8.08 Severability. If any term or provision of this Loan Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable, the remainder of this Loan Agreement, or the application of such term or provision to persons or circumstances other 236
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than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Loan Agreement shall be valid and be enforced to the fullest extent permitted by law.

8.09 Choice of Law. This Loan Agreement and the rights and obligations of the Lender and the Borrower under this Loan Agreement and under all documentation executed incident to the Loan Agreement shall be construed in accordance with, and governed by the law of, the State of California, including its statutes of limitation but excluding its choice of law rules. Borrower hereby consents and submits to personal jurisdiction in any state or federal court located within the State of California.

8.10 Notices. All notices, requests, demands, approvals, or other communications given hereunder or in connection with this Loan Agreement shall be in writing and shall be deemed given when delivered by hand or sent by registered or certified mail, return receipt requested, or nationally recognized overnight courier service, addressed as follows; provided that failure to deliver additional copies shall not invalidate the notice:

If to Lender: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Manager
With a copy to: City Attorney
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
If to Borrower: c/o The Related Companies of California LLC 44 Montgomery Street, Suite 1310
San Francisco, California 94104
Attn: Ann Silverberg
And to: Bocarsly, Emden, Cowan, Esmail and Arndt, LLP
633 West Fifth Street, Suite 5880
Los Angeles, CA 90071
Attn: Nicole Deddens
And to: c/o St. Joseph Community Land Trust
1041 Lyons Avenue
South Lake Tahoe, CA 96150

8.11 Headings and Titles. The headings and titles of the articles, sections, and subsections used in this Loan Agreement are for convenience purposes only and shall not be used to interpret any of the provisions of this Loan Agreement.

8.12 Interpretive Provisions. “Discretion,” “sole discretion,” “option,” “election” or words of similar import in these Loan Documents denote the Lender’s privilege to act in furtherance of the Lender’s interest to preserve the value of the collateral as security for, and 237
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otherwise to further repayment and performance of, all obligations without obligation or liability to the Borrower. “Reasonable judgment” in the Loan Documents denotes an objective standard obligating the Lender in good faith to act in a manner that is consistent with the usual and customary practices of public lenders in the metropolitan area.

8.13 Amendments. No part of this Loan Agreement or any other Loan Document may be amended unless there is a written instrument executed by the party to be charged. Lender agrees that if in the future Borrower requests an additional predevelopment loan to the Project, and Lender, in its sole and absolute discretion agrees, Borrower will be permitted to assign the same Predevelopment Property to the Lender as collateral for the additional loan and will not be required to provide further collateral.

8.14 Exhibits. All Exhibits annexed to this Loan Agreement are incorporated herein as if fully set forth.

8.15 Recitals. The recitals and/or whereas clauses are hereby incorporated as part of this Loan Agreement.

8.16 Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be fully effective as an original and all of which shall together constitute this Loan Agreement.

8.17 Entire Agreement. This Loan Agreement, the Exhibits hereto, and agreements referenced herein, embody the entire agreement and understanding between the Lender and the Borrower relating to the Predevelopment Loan and supersede all and any prior verbal or written agreements by and among the parties unless specifically referenced in this Loan Agreement.

8.18 Effective Date. Upon execution, this Loan Agreement shall be effective upon the date indicated in the first paragraph hereof.

8.19 Force Majeure. If the Borrower is delayed in performing any covenant hereunder (other than the payment of money to Lender) due to causes beyond the control and without intentional misconduct or negligence of the Borrower, then the time for performing the applicable covenant shall be extended for a period of time corresponding to the period of delay, with a reasonable adjustment to any applicable performance schedule affected by the delay. Such causes shall comprise “Force Majeure Events”.

8.20 Lender Consent. Whenever this Agreement calls for City approval, consent, or waiver, the written approval, consent, or waiver of the City Manager of the City shall constitute the approval, consent, or waiver of the City, without further authorization required from the City Council. The City hereby authorizes the City Manager to deliver such approvals or consents as are required by this Agreement, or to waive requirements under this Agreement, on behalf of the City.

Any consents or approvals required under this Agreement shall not be unreasonably withheld or made, except where it is specifically provided that a sole discretion standard applies. The City Manager is also hereby authorized to approve, on behalf of the City, requests by Borrower for reasonable extensions of time deadlines set forth in this Agreement. The City shall not unreasonably delay in reviewing and approving or disapproving any proposal by Borrower made in connection with this Agreement.
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S - 1
Sugar Pine Village Phase 2B – Master Predevelopment Loan Agreement 60217317.2
IN WITNESS WHEREOF, the Lender and Borrower have each duly executed, or caused to be duly executed, this Loan Agreement as of the date first written below.

LENDER: CITY OF SOUTH LAKE TAHOE,
a municipal corporation
By:

Cody Bass, Mayor
APPROVED AS TO FORM:

By:

Heather Stroud, City Attorney
ATTEST:

By:

Susan Blankenship, City Clerk
BORROWER: SUGAR PINE PHASE 2B HOUSING
PARTNERS, L.P.,
a California limited partnership
By: Related/Sugar Pine Phase 2B Development
Co., LLC, a California limited liability
company, its administrative general partner
By: _______________________
Ann Silverberg, Vice President
By: St. Joseph Sugar Pine Village Phase 2B
LLC, a California limited liability company,
its managing general partner
By: St. Joseph Community Land Trust, a
California nonprofit corporation, its
manager
By: ___________________
Jean Diaz, Executive Director
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Exhibit 1 - 1
Sugar Pine Village Phase 2B – Master Predevelopment Loan Agreement 60217317.2
EXHIBIT 1

DEVELOPMENT PROPERTY
1860 LAKE TAHOE BLVD. SOUTH LAKE TAHOE, CA 96150

ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SOUTH LAKE TAHOE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEING A PORTION OF TRACT 1, AS SAID PARCEL IS SHOWN ON THE RECORD OF SURVEY MAP, FILED DECEMBER 5, 2022, IN MAP BOOK 38 OF RECORD OF SURVEYS AT PAGE 65, EL DORADO COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHWESTERLY CORNER OF SAID TRACT 1, SAID POINT LYING ON THE NORTHEASTERLY LINE OF JULIE LANE (50 FEET WIDE) AS SHOWN ON SAID MAP; THENCE ALONG SAID BOUNDARY LINE OF SAID TRACT 1, NORTH 30°25’00” WEST, 455.88 FEET;
THENCE LEAVING BOUNDARY LINE OF SAID TRACT 1, NORTH 50°39’00” EAST, 58.00 FEET; THENCE NORTH 53°47’25” EAST, 70.02 FEET TO A POINT ON THE GENERAL BOUNDARY LINEOF PHASE 1B;
THENCE ALONG THE GENERAL BOUNDARY LINE OF SAID PHASE 1B THE FOLLOWING EIGHTEEN (18) COURSES;

1. SOUTH 44°47’36” EAST, 13.29 FEET

2. SOUTH 45°12’24” WEST, 3.30 FEET;

3. SOUTH 55°44’32” EAST, 8.01 FEET TO THE BEGINNING OF A NON-TANGENTCURVE TO THE LEFT, THE RADIUS POINT OF WHICH BEARS SOUTH 59°00’49” EAST;

4. ALONG SAID CURVE WITH A RADIUS OF 21.00 FEET, THROUGH A CENTRAL ANGLE OF 72°41’08”, AN ARC LENGTH OF 26.64 FEET;

5. NORTH 57°34’12” EAST, 17.88 FEET TO THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT, THE RADIUS POINT OF WHICH BEARS NORTH 63°46’40” EAST;

6. ALONG SAID CURVE WITH A RADIUS OF 916.00 FEET, THROUGH A CENTRAL ANGLE OF 02°12’58”, AN ARC LENGTH OF 35.43 FEET;

7. SOUTH 31°15’35” EAST, 139.36 FEET;

8. NORTH 58°37’27” EAST, 45.21 FEET;
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Sugar Pine Village Phase 2B – Master Predevelopment Loan Agreement 60217317.2

9. SOUTH 31°19’45” EAST, 59.13 FEET; TO THE BEGINNING OF A NON-TANGENTCURVE TO THE LEFT, THE RADIUS POINT OF WHICH BEARS NORTH 20°42’46” EAST;

10. ALONG SAID CURVE WITH A RADIUS OF 44.00 FEET, THROUGH A CENTRALANGLE OF 50°21’21”, AN ARC LENGTH OF 38.67 FEET TO THE BEGINNING OF A NONTANGENT CURVE TO THE RIGHT, THE RADIUS POINT OF WHICH BEARS SOUTH 24°22’53” EAST;

11. ALONG SAID CURVE WITH A RADIUS OF 15.00 FEET, THROUGH A CENTRALANGLE OF 75°16’16”, AN ARC LENGTH OF 19.71 FEET;

12. SOUTH 38°52’23” EAST, 6.37 FEET TO THE BEGINNING OF A NON-TANGENTCURVE TO THE LEFT, THE RADIUS POINT OF WHICH BEARS NORTH 38°52’07” EAST;

13. ALONG SAID CURVE WITH A RADIUS OF 5.00 FEET, THROUGH A CENTRAL ANGLE OF 88°57’15”, AN ARC LENGTH OF 7.76 FEET TO THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT, THE RADIUS POINT OF WHICH BEARS SOUTH 50°47’46”EAST;

14. ALONG SAID CURVE WITH A RADIUS OF 44.00 FEET, THROUGH A CENTRAL ANGLE OF 48°23’54”, AN ARC LENGTH OF 37.17 FEET TO THE BEGINNNING OF A NONTANGENT CURVE TO THE LEFT, THE RADIUS POINT OF WHICH BEARS NORTH 05°40’06” WEST;

15. ALONG SAID CURVE WITH A RADIUS OF 80.00 FEET, THROUGH A CENTRAL ANGLE OF 24°59’41”, AN ARC LENGTH OF 34.90 FEET TO THE BEGINNNING OF A NONTANGENT CURVE TO THE RIGHT, THE RADIUS POINT OF WHICH BEARS SOUTH 25°44’51” EAST;

16. ALONG SAID CURVE WITH A RADIUS OF 3.00 FEET, THROUGH A CENTRAL ANGLEOF 87°00’04”, AN ARC LENGTH OF 4.56 FEET TO THE BEGINNNING OF A NON-TANGENT CURVE TO THE LEFT, THE RADIUS POINT OF WHICH BEARS NORTH 47°09’33”WEST;

17. ALONG SAID CURVE WITH A RADIUS OF 76.00 FEET, THROUGH A CENTRAL ANGLE OF 42°27’50”, AN ARC LENGTH OF 56.33;

18. NORTH 58°37’30” EAST, 1.16 FEET TO THE INTERSECTION WITH THE WESTERLY BOUNDARY LINE OF PHASE 2A WEST AND BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT, THE RADIUS POINT OF WHICH BEARS SOUTH 84°19’52” WEST; THENCE ALONG THE WESTERLY LINES OF SAID PHASE 2A WEST THE FOLLOWING THREE (3) COURSES:

1. ALONG SAID CURVE WITH A RADIUS OF 85.25 FEET, THROUGH A CENTRAL ANGLE OF 10°14’58”, AN ARC LENGTH OF 15.25 FEET;
242
Exhibit 1 - 3
Sugar Pine Village Phase 2B – Master Predevelopment Loan Agreement 60217317.2

2. SOUTH 08°40’22” WEST, 106.50 FEET;

3. SOUTH 26°18’00” EAST, 102.87 FEET TO THE SOUTH BOUNDARY LINE OF SAID TRACT 1; THENCE ALONG THE SOUTH BOUNDARY LINE OF SAID TRACT 1; SOUTH 63°42’00” WEST, 274.02 FEET TO THE POINT OF BEGINNING.

CONTAINING AN AREA OF 95,976 SQUARE FEET 2.20 ACRES), MORE OR LESS.

APN: 032-291-028-540
243
Exhibit 2 - 1
Sugar Pine Village – Master Predevelopment Loan Agreement 60217317.2
EXHIBIT 2

PREDEVELOPMENT SCHEDULE
May 2026 – AHSC Application
December 2026 – AHSC Award
March 2027 – 4% Tax Credit Application
June 2027 – 4% Tax Credit Award
December 2027 – Closing Deadline
December 2029 – Target Completion
244
Exhibit 3 - 1
Sugar Pine Village – Master Predevelopment Loan Agreement 60217317.2
EXHIBIT 3

PREDEVELOPMENT BUDGET
Predevelopment Activity Cost/Value
Modular Deposit $2,950,000
Construction Management $80,000
Architecture & Engineering $1,300,000
Appraisals & Markets Studies $50,000
Environmental Studies $40,000
Plan Check Fees $60,000
Financing Costs $200,000
Legal $50,000
Travel and Expense $20,000
245
Exhibit 4 - 1
Sugar Pine Village – Master Predevelopment Loan Agreement 60217317.2
EXHIBIT 4

CERTIFICATION OF REQUEST FOR PAYMENT OF PREDEVELOPMENT COSTS Along with each request to Lender for funds relating to Predevelopment Costs under the Predevelopment Loan, the Borrower shall furnish the following certification or the advance shall not be made. All terms used herein shall have the meaning given to them in the Predevelopment Loan Agreement.

I hereby certify, to the best of my knowledge and belief that:
(a) The amounts requested are only for performance in accordance with the terms of the Loan Agreement, the Predevelopment Budget, and the Predevelopment Schedule. All amounts included in this request for disbursement are outlined in the summary chart as required by Section 5.02(b) of the Loan Agreement and in the form attached hereto at Attachment 1.
(b) All amounts previously paid by Lender and Borrower on Predevelopment Costs for Predevelopment Work, including the each Parties’ share of the costs, are outlined in the summary chart as required by Section 5.02(b) of the Loan Agreement and in the form attached hereto at Attachment 1.
(c) Certain payments to Architect or other Contractor(s) have been made by Borrower, and Borrower is requesting reimbursement for such costs in the amount of $_________. Evidence of payment of such costs, including Contractor Certifications as described herein, is included with the request for disbursement accompanying this Certification. Borrower has delivered a Contractor Certification in the form attached hereto at Attachment 2, confirming that Contractor has been paid in full for services performed as of the date of the Contractor Certification. (d) This request for funds does not include any amounts that the Borrower intends to withhold or retain from a Contractor.
[SIGNATURE PAGE FOLLOWS]
246
Exhibit 4 - 2
Sugar Pine Village – Master Predevelopment Loan Agreement 60217317.2
SUGAR PINE PHASE 2B HOUSING
PARTNERS, L.P.,
a California limited partnership
By: Related/Sugar Pine Phase 2B Development
Co., LLC, a California limited liability
company,
its administrative general partner
By: _______________________
Ann Silverberg, Vice President
By: St. Joseph Sugar Pine Village Phase 2B
LLC, a California limited liability company,
its managing general partner
By: St. Joseph Community Land Trust, a
California nonprofit corporation, its
manager
By: ___________________
Jean Diaz, Executive Director
Date:
247
Exhibit 5 - 1
Sugar Pine Village – Master Predevelopment Loan Agreement 60217317.2
EXHIBIT 5

INSURANCE REQUIREMENTS
(a) Commercial General Liability. Borrower shall procure and maintain commercial general liability on an occurrence form with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage liability naming the State of California, its officers, agents and employees as additional insured. The certificate of insurance and endorsements shall be delivered to the Development Services Director. Said certificate of insurance and endorsements shall be issued by an insurance company with a rating of not less than A-VII in Best’s Insurance Guide. Lender reserves the right to review and reasonably adjust insurance requirements as necessary during the term of this Agreement. (b) Workers’ Compensation and Employers’ Liability. Borrower shall maintain statutory workers’ compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the Permitted Activities, including special coverage extensions where applicable, with employer’s liability limits of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00). The policy shall contain a waiver of subrogation in favor of the City. (c) Automobile Liability. Borrower shall maintain motor vehicle liability with limits not less than $1,000,000 combined single limit per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired and non-owned motor vehicles. The same additional insured designation and endorsement required for general liability is to be provided for this coverage.
(d) General Requirements. Borrower shall ensure that the following general requirements are met:
(i) Insurance companies must be acceptable to the City Attorney. (ii) The certificates of insurance shall provide that the insurer will not cancel the insured’s coverage without thirty (30) days prior written notice to Lender. (iii) All required insurance shall be in effect at all times during the term of this Agreement, all extensions thereof, holdover periods or any other occupancy of the Property by Borrower.
(iv) If insurance expires during the term of the Agreement, a new certificate must be received by Lender within thirty (30) days of the expiration date of the existing policy. This new insurance must still meet the terms of this Agreement. (v) Borrower shall notify the Lender within five business days of Borrower’s receipt of any notice of cancellation or non-renewal of any insurance required by this Agreement.
(vi) Borrower is responsible for any deductible or self-insured retention contained within the insurance program.
248
Exhibit 5 - 2
Sugar Pine Village – Master Predevelopment Loan Agreement 60217317.2
(vii) In the event Borrower fails to keep in effect at all times the required insurance coverages, the Lender may, in addition to any other remedies it may have, declare an Event of Default and terminate this Agreement upon the occurrence of such event. (viii) Any insurance required to be carried shall be primary, and not excess, to any other insurance carried by Lender, and without any contribution by Lender. (ix) If Borrower is self-insured in whole or in part as to any of the above described types and levels of coverage, Borrower shall provide Lender with written acknowledgment of this fact at the time of the execution of this Agreement. Lender may require financial information to justify Borrower’s self-insured status. If, at any time after the execution of this Agreement, Borrower abandons its self-insured status, Borrower shall immediately notify Lender of this fact and shall comply with all of the terms and conditions of this Insurance clause pertaining to policies of insurance in regard to those types and levels of insurance. (x) It is agreed that Lender shall not be liable for the payment of any premiums or assessments on the required insurance coverage. 249
1 60216957.1

NON-NEGOTIABLE PREDEVELOPMENT LOAN PROMISSORY NOTE
FOR

SUGAR PINE VILLAGE
$4,750,000.00 South Lake Tahoe, California
March 10, 2026
FOR VALUE RECEIVED, the undersigned SUGAR PINE PHASE 2B HOUSING PARTNERS, L.P., a California limited partnership (the “Maker”) promises to pay to the order of the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“Holder,” or “Lender”) at City of South Lake Tahoe, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150 or at such other place as Lender may from time to time designate in writing, the principal sum of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00) or so much thereof as may be advanced and outstanding, in lawful money of the United States.

1. This Note evidences the “Predevelopment Loan” as defined and described in that certain Master Predevelopment Loan Agreement, dated of even date herewith, between Maker and Lender (the “Loan Agreement”). Collectively this Note, the Loan Agreement and associated documents constitute the “Loan Documents.” The principal amount of this Note will be disbursed as contemplated and controlled by the Loan Agreement.

All terms used herein that are not otherwise defined are defined in the Loan Agreement and the provisions of the Loan Agreement relating to the Predevelopment Loan are hereby incorporated herein by this reference.

2. Principal amount of this Note shall bear interest prior to maturity at the Interest Rate and, during an uncured Event of Default, the Default Rate. The principal amount of this Note in the sum of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00), or so much thereof as may be advanced and outstanding, shall be repayable as follows:
(a) All principal and accrued interest shall be due and payable on the Maturity Date, subject to extension to the Extended Maturity Date. (b) Upon extension of the Maturity Date to the Extended Maturity Date in accordance with Section 2.05 of the Loan Agreement, annual payments on the Loan shall be due in accordance with Section 2.05 of the Loan Agreement.
(c) If the loan has not been repaid in full by the Maturity Date, then the Lender’s sole recourse shall be limited to any assets assigned to Lender and any additional security granted to Lender under the Loan Documents, including, but not limited to, Borrower’s right, title and interest in all documents and work product relating to the Project that have been paid for in whole or in part by the Lender as assigned pursuant to the Assignment of Project Documents. The Lender, in its sole discretion, may accelerate repayment if an Event of Default occurs under any Loan Documents after the expiration of the applicable cure periods therein. 250
2 60216957.1
(d) After the extension of the Maturity Date to the Extended Maturity Date: (i) the Lender’s sole recourse shall be limited to its rights and remedies under the deed of trust to be recorded pursuant to Section 2.05 of the Loan Agreement, and (ii) it is expressly agreed that the Loan shall be a non-recourse obligation of the Borrower and its partners. (e) Any and all sums not paid, which are required to be paid, on the Maturity Date (or the Extended Maturity Date if extended) as required hereunder shall bear interest at the Default Rate of five percent (5%) from the Maturity Date (or Extended Maturity Date if extended) until the date paid;
(f) This Note may be prepaid in whole or in part at any time, and from time to time without premium or penalty.

3. It is expressly agreed that time is of the essence in this Note and in the event of:
(a) any default in the full and punctual payment of all or part of any installment of principal or interest hereunder as and when the same become due and payable; or (b) upon the occurrence of any “Event of Default” under the Loan Agreement and the expiration of any applicable period of grace within which the Maker may cure the same, there shall be an Event of Default under this Note;
then, in any such event, the Holder hereof, at its option, may declare the entire outstanding principal balance hereof, together with all costs, fees, expenses, charges for collection, including reasonable attorneys’ fees (which shall include outside counsel fees and all allocated costs of Holder’s in-house counsel), and costs for declaratory relief, arbitration, prosecution or defense of any action related to this Note, to be immediately due and payable in full, without further demand or notice to Maker or to any other party.

4. Failure of the Holder to exercise any rights hereunder with respect to any default shall not excuse such default and shall not constitute the Holder’s waiver of the right to the latter exercise thereof, in the absence of a written agreement to the contrary executed and delivered by the Holder hereof and subsequent to such default.

5. All payments hereunder shall be paid in lawful money of the United States, which, at the time of payment, shall be legal tender for the payment of all debts and dues, public and private.

6. All sums received hereunder shall be applied in the following order: first, upon an Event of Default to costs and expenses of the Lender incurred in connection with the Loan, including costs of collection and reasonable attorney’s fees, second, to interest, and then to principal.

7. Maker, all endorsers and guarantors hereof, and all others who may become liable for all or any part of the indebtedness evidenced hereby: (i) agree to be jointly and severally bound hereby, as primary obligors; (ii) jointly and severally waive and renounce any and all exception rights, including that of homestead, and the benefit of all valuation and appraisement privileges available to them or any of them pursuant to the Constitution or the laws of the United States or of 251
3 60216957.1
any state, territory or jurisdiction, as against this debt or any renewal or extension thereof; and (iii) jointly and severally waive presentment for payment, demand, notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof or in bringing suit for the collection hereof or in taking any other action hereunder. Maker and all others who may become liable for all or any part of the indebtedness evidenced hereby further agree with the Holder thereof that said Holder may, without notice, in such manner, on such terms and for such times(s) as the Holder may see fit, increase, extend, or renew this Note, and/or release any maker hereof, and/or substitute or add guarantors, and/or substitute or release all or any part of the collateral (real, personal or mixed) securing this Note, all without any way affecting, impairing, limiting, releasing or foregoing the joint and several liability of Maker and all endorsers and guarantors hereof not so released. The foregoing shall in all events be subject to the limitations on recourse set forth in Section 8 hereof.

8. The recourse of the Lender shall be limited as set forth in this Note and the Loan Agreement. It is agreed that the agreements limiting the exercise of remedies against Borrower or any general partner or managing member of Borrower, shall not:
(a) constitute a release, discharge or waiver of the indebtedness evidenced by the Note and the indebtedness evidenced by the Note shall continue until satisfied or paid in full; (b) limit or be construed to limit the personal liability of the Borrower or any general partner of Borrower, for the performance of the covenants and obligations under the Loan Documents, other than the covenant to personally pay the indebtedness evidenced by the Note; or (c) affect any additional remedies or liens which the Lender has for the indebtedness evidenced by the Note and for the enforcement of any rights which the Lender has under the Loan Documents.

Except as provided above, no general or limited partner or member of Borrower, or any affiliate thereof, nor any officer, director, shareholder or employee of any of said entities, shall have any personal liability hereunder.

9. Maker hereby represents and warrants to, and covenants with, Lender that the entire proceeds hereof have been or will be used for the purpose of eligible predevelopment costs incurred by Maker for the Development pursuant to the Loan Agreement.

10. The rights and obligations created hereunder shall be construed and enforced according to, and shall be governed by, the laws of the State of California.

11. The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions hereof invalid or unenforceable.

12. Lender shall not have the right to assign this Note without the prior written consent of Maker. Maker shall not have the right to assign this Note without the prior written notice of Lender.
252
S - 1
Sugar Pine Village Phase 2B – Predevelopment Loan Promissory Note 60216957.1
WITNESS the following signatures and seals.

MAKER:

SUGAR PINE PHASE 2B HOUSING
PARTNERS, L.P.,
a California limited partnership
By: Related/Sugar Pine Phase 2B Development
Co., LLC, a California limited liability
company,
its administrative general partner
By: _______________________
Ann Silverberg, Vice President
By: St. Joseph Sugar Pine Village Phase 2B
LLC, a California limited liability company,
its managing general partner
By: St. Joseph Community Land Trust, a
California nonprofit corporation, its
manager
By: ___________________
Jean Diaz, Executive Director
253
1 60216978.1

ASSIGNMENT OF PROJECT DOCUMENTS

SUGAR PINE VILLAGE
THIS ASSIGNMENT OF PROJECT DOCUMENTS (the “Assignment”) is made as of December ____, 2026 by SUGAR PINE PHASE 2B HOUSING PARTNERS, L.P., a California limited partnership (the “Borrower”) in favor of the CITY OF SOUTH LAKE TAHOE (the “City” or “Lender”).

WHEREAS, pursuant to terms more specifically described in a loan agreement between Lender and Borrower of even date herewith (the “Loan Agreement”), Lender intends to lend to Borrower up to Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00) (the “Predevelopment Loan”) to cover budgeted predevelopment costs (the “Predevelopment Work”) and related to Sugar Pine Village Phase 2B (the “Project”); WHEREAS, the execution and delivery of this Assignment is a condition precedent to the performance by Lender of its obligations under the Loan Agreement; NOW, THEREFORE, in consideration of the recitals set forth above and incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:

1. Unless expressly defined herein, all capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement.

2. As security for the Predevelopment Loan, Borrower hereby grants, transfers and assigns to Lender, all the right, title and interest of Borrower in any and all other contracts, agreements, plans, licenses, permits or other items, whether now or hereafter executed, granted, received, acquired or issued to or by Borrower in connection with the Predevelopment Work and paid for using proceeds of the Predevelopment Loan (all of the foregoing being hereinafter sometimes referred to collectively as the “Project Documents”).

3. This Assignment is given for the purpose of securing the payment of all sums, now or at any time due Lender under any of the Loan Documents and any extensions, modifications, amendments and renewals thereof, and the performance and discharge of the obligations, covenants, conditions and agreements of Borrower contained in any of the Loan Documents.

Borrower hereby consents to the Lender filing one (or more) financing statements, from time to time, with the California Secretary of State to evidence the assignment of the Project Documents.

Lender does not assume any of Borrower obligations or duties under any Project Documents, including, but not limited to, the obligation to pay for the preparation of any Project Documents unless and until the Lender exercises its rights pursuant to this Assignment.

4. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, which power is coupled with an interest, so that Lender shall have the right to demand, receive, and enforce any and all of Borrower's rights with respect to the Project Documents, and to perform any and all acts in the name of Borrower or in the name of Lender with the same force and effect as if performed by Borrower in the absence of this Assignment, upon the occurrence and during the continuance of an event which, with notice or the passage of time or both, would constitute an Event of Default 254
2 60216978.1
under the Loan Documents. Until such occurrence and upon Borrower’s cure of any Event of Default permitted by the Loan Documents, Borrower shall be entitled to exercise all rights pertaining to the Project Documents.

5. Borrower agrees as follows:
(a) Borrower will faithfully abide by, perform and discharge each and every obligation, covenant, condition and agreement of the Project Documents to be performed by Borrower and in accordance with the exercise of prudent business judgment, to enforce performance by the other parties thereto of each and every obligation, covenant, condition and agreement to be performed by each such other party.
(b) During the continuance of an Event of Default under the Loan Documents, Lender may use Project Documents for any lawful purpose without restriction except (if any) as may be provided in the Loan Agreement or the documents evidencing the Project Documents. (c) During the continuance of an Event of Default under the Loan Documents, Lender may, at its option, without notice and without regard to the adequacy of security for the indebtedness hereby secured, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court at any time hereafter, enforce for its own benefit any one or all of the Project Documents. The exercise of any rights under this Assignment shall not be deemed to cure or waive any default under any of the Loan Documents or waive, modify or affect any notice of default under any of the Loan Documents or invalidate any act done by Lender pursuant to or following such notice.
(d) Each of the parties to any of the Project Documents other than Borrower, upon written notice from Lender of the continuance of an Event of Default under the Loan Documents, shall be and hereby is authorized by Borrower to perform their respective agreements for the benefit of Lender in accordance with the terms and conditions thereof without any obligation to determine whether or not such an Event of Default under the Loan Documents has in fact occurred and continues.

6. Borrower hereby covenants and represents to Lender that: (a) Borrower has not previously assigned, sold, pledged, transferred, mortgaged, hypothecated or otherwise encumbered the Project Documents or any of them or its right, title and interest therein; (b) Borrower shall not assign, sell, pledge, transfer, mortgage, hypothecate or otherwise encumber its interests in the Project Documents or any of them except that Borrower may do so in connection with the financing of the Project (or Phase thereof) in connection with a partial or complete termination of this Assignment; (c) Borrower has not performed any act that might prevent Borrower from performing its undertakings hereunder or that might prevent Lender from operating under or enforcing any of the terms and conditions hereof or that would limit Lender in such operations or enforcement; (d) Borrower is not in default under any of the Project Documents, and to the best knowledge of Borrower, no other party to the respective Project Documents is in default thereunder; (e) except as provided in the Loan Agreement (if any), no amendments to any material terms of the Project Documents will be made without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned; and (f) upon delivery of any of the Project Documents, Borrower will deliver a copy of such Project Documents (or the original at the 255
3 60216978.1
Lender’s request) to Lender and will require each of the parties thereto as Lender may designate to execute and deliver to Lender a consent to this Assignment.

7. All notices, demands or documents that are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreement.

8. Any provision in the Loan Agreement that pertains to this Assignment shall be deemed to be incorporated herein as if such provision were fully set forth in this Assignment. In the event of any conflict between the terms of this Assignment and the terms of the Loan Agreement, the terms of the Loan Agreement shall prevail. A provision in this Assignment shall not be deemed to be inconsistent with the Loan Agreement by reason of the fact that no provision in the Loan Agreement covers such provision in this Assignment.

9. This Assignment is made for collateral purposes only (i.e., as concurrent security for the obligations evidenced in the Loan Documents), and the duties and obligations of Borrower under this Assignment shall terminate when all sums due Lender under the Loan Documents are paid in full and all obligations, covenants, conditions and agreements of Borrower contained in the Loan Documents are performed and discharged.

10. This Assignment shall be governed by the laws of the State of California. To the greatest extent permitted by law, Borrower hereby waives any and all rights to require marshaling of assets by Lender.

11. It is expressly intended, understood and agreed that this Assignment and the other Loan Documents are made and entered into for the sole protection and benefit of Borrower and Lender and their respective successors and assigns (but in the case of assigns of Borrower, only to the extent of assignments thereof to affiliates of Borrower which are to undertake the development and financing of the Project as permitted in the Loan Agreement); that no other person or persons shall have any right at any time to action hereon or rights to the proceeds of the loan evidenced and secured by the Loan Documents; that such loan proceeds do not constitute a trust fund for the benefit of any third party; that no third party shall under any circumstances be entitled to any equitable lien on any such undisbursed loan proceeds at any time and that Lender shall have a lien upon and right to direct application of any such undisbursed loan proceeds as provided in the Loan Documents.

12. The relationship between Lender and Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower.

13. Borrower and Lender intend and believe that each provision in this Assignment comports with all applicable local, state or federal laws and judicial decisions. However, if any provision or provisions or if any portion of any provision or provisions in this Assignment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, and if such court should declare such portion, provision or provisions of this Assignment to be illegal, invalid, unlawful, void or unenforceable 256
4 60216978.1
as written, then it is the intent both of Borrower and Lender that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Assignment shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein and that the rights, obligations and interests of Borrower and Lender under the remainder of this Assignment shall continue in full force and effect.
[document continues on following page]
257
S - 1
Sugar Pine Village – Assignment of Project Documents
60216978.1
IN WITNESS WHEREOF, Borrower has duly executed this Assignment on the day and year first above written.

SUGAR PINE PHASE 2B HOUSING
PARTNERS, L.P.,
a California limited partnership
By: Related/Sugar Pine Phase 2B Development
Co., LLC, a California limited liability
company,
its administrative general partner
By: _______________________
Ann Silverberg, Vice President
By: St. Joseph Sugar Pine Village Phase 2B
LLC, a California limited liability company,
its managing general partner
By: St. Joseph Community Land Trust, a
California nonprofit corporation, its
manager
By: ___________________
Jean Diaz, Executive Director
258
Schedule 1 - 1
Sugar Pine Village Phase 2B – Assignment of Project Documents 60216978.1
Schedule 1
Form of Contractor’s Consent (including Architect)

CONSENT AND AGREEMENT OF CONTRACTOR
The undersigned Contractor hereby acknowledges and consents to the assignment to the City of South Lake Tahoe, a municipal corporation, (the “City”) of its contract with Sugar Pine Phase 2B Housing Partners, L.P., a California limited partnership, entitled “_______________,” dated __________ ___, 202_ (the “Contract”), pursuant to that certain Assignment of Project Documents (the “Assignment”) that serves as security for a loan from the City (“Lender”) to Sugar Pine Phase 2B Housing Partners, L.P., a California limited partnership (“Borrower”).

Contractor agrees to recognize, honor and be bound by the terms, provisions and conditions of the Assignment.

1. The Contractor agrees:
a. to furnish to Lender copies of all written notices of default given by Contractor to Borrower with respect to any failure of Borrower to perform under the Contract, and, anything in the Contract to the contrary notwithstanding, Borrower shall never be treated as being in breach of its obligations under the Contract unless and until notice of the claimed breach has been given to Lender and Lender has been given a reasonable opportunity to cure any such breach after receipt of said notice from the Contractor;
b. to accept any such performance by Lender as performance by the Borrower; and
c. so long as Lender commences to cure or cause to be cured any such breach, and the cure is carried on with due diligence (or in the case of a breach of Borrower’s payment obligations to the Contractor, so long as Lender pays or causes to be paid any sums payable from time to time by Borrower to Contractor under the Contract within a reasonable time after the same become due), then Contractor will continue to meet its obligations fully under the Contract and will not terminate the Contract, suspend work thereunder or place a lien or encumbrance on the Project.

2. The Contractor acknowledges and agrees that Lender shall have no obligation to commence or continue the cure of any such breach or to pay or perform any obligation of Borrower to the Contractor except to the extent provided in the foregoing Assignment.

3. The Contractor waives all recourse against Lender for all claims, whether for amounts due or otherwise, which it may have against Borrower first accruing or arising prior to any Event of Default under the Borrower's Loan Documents with Lender.

4. The Contractor hereby expressly waives all provisions in the Contract that would impair, hinder or prevent the making of the Assignment by Borrower or the enforcement thereof by Lender.
259
Schedule 1 - 2
Sugar Pine Village Phase 2B – Assignment of Project Documents 60216978.1

5. The Contractor hereby represents and warrants to Lender that the Contract is in full force and effect on the date hereof and has not been amended or modified and that there are no uncured breaches thereof by any party thereto.

6. The Contractor further agrees that:
a. Without the prior written approval of Lender, the Contractor will not enter into any agreement terminating, amending or modifying the terms, provisions or conditions of the Contract in any material respect;
b. Without the prior written approval of Lender, the Contractor will not transfer or assign the Contract;
c. Contractor will deliver simultaneously to Lender copies of all change order requests delivered to Borrower;
d. Upon any Event of Default shall occur under any of the Loan Documents between Borrower and Lender, Lender shall have an absolute right to use and copy all drawings, plans, work products, including all copyrights and other rights relating thereto, and/or specifications and other materials prepared by or for the Contractor with respect to the Project; and e. Upon Lender’s request, the Contractor will provide Lender a schedule showing all amounts earned by the Contractor under the Contract.

7. All notices, requests, demands, approvals, or other communications given hereunder or in connection with this Agreement shall be in writing and shall be deemed given when delivered by hand or sent by registered or certified mail, return receipt requested, addressed as follows:

If to Contractor: [INSERT NAME AND ADDRESS]
If to Lender: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: Joseph D. Irvin, City Manager
With a copy to: City Attorney
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
A copy of all notices under this Agreement shall also be delivered to the Borrower.
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Schedule 1 - 3
Sugar Pine Village Phase 2B – Assignment of Project Documents 60216978.1
If to Borrower: Sugar Pine Phase 2B Housing Partners, L.P. c/o The Related Companies of California, LLC
44 Montgomery Street, Suite 1310
San Francisco, California 94104
Attn: Ann Silverberg

8. This Consent and Agreement of Consultant shall bind the Consultant and its representatives, successors and assigns, and shall inure to the benefit of Lender and Lender’s successors and assigns, including, without limitation, any subsequent holder of the Note.

9. All capitalized terms used herein shall have the meanings ascribed such terms in the Loan Agreement unless otherwise expressly defined herein.

Executed as an instrument under seal this _____ day of ____________, 202__.

CONSULTANT:
[NAME OF CONSULTANT]
By:

Name:

Title:
261
Diana Malimon
09/30/2025
262
263
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Sugar Pine Phase 2B Housing Partners, L.P.

The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025

AUTHORITY, PURPOSE AND SCOPE OF WORK

1. Authority
Pursuant to Part 2 Chapter 2.5 of Division 31 of the Health and Safety Code (commencing with Section 50470) Statutes of 2017 (SB 2, Atkins), which created the Building Homes and Jobs Trust Fund and the Permanent Local Housing Allocation (“PLHA”) Program (“Program”), this Standard Agreement along with all its exhibits (the “Agreement”) is entered under the authority of and in furtherance of the Program. Pursuant to Health and Safety Code, Section 50470 (b), the California Department of Housing and Community Development (referred to herein as “HCD” or “Department”) has issued a Notice of Funding Availability (the “NOFA”), dated March 6, 2024, to govern administration of the fund and carry out the Program.

This Agreement hereby incorporates by reference the Application and the Project Report in their entirety. This Agreement is governed by the following requirements (collectively, the “Program Requirements”):

A. The statutory schemes outlined above; B. The PLHA Guidelines, dated October 2019, and as amended and in effect from time to time;
C. Any provisions of the MHP Guidelines, dated June 19, 2019, all as amended and in effect from time to time, which the PLHA Guidelines incorporate by reference;
D. Any provisions of the Uniform Multifamily Regulations (Cal. Code Regs., tit. 25, § 8300 et seq.) (the “UMRs”), which the PLHA Guidelines incorporate by reference;
E. The Notice of Funding Availability (the “NOFA”), dated 03/6/2024; F. The Award Letter issued by the Department to the Applicant and Co-Applicant; and,
G. Any and all other applicable laws and regulations.
265
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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025

2. Purpose
In accordance with the authority cited above, an application was made to the State (the “Application”) for assistance from the Program for the purpose of making funding available to eligible local governments in California to fund investments that increase the supply of housing to households with incomes of 60 percent or less of area median income.

Applicant and Co-Applicant Sponsor applied to the State of California for the Grant in order to develop, construct, and/or rehabilitate an Affordable Housing Development, as defined in paragraph 3.B. below. The Affordable Housing Development will be developed on certain real property (the “Property”), as described in the Application and the Project Report. The Department will make the Grant to the Applicant, which shall make the Loan to the Co-Applicant Sponsor’s Department-approved affiliate (the “Borrower”), as owner of the Development. The Department will require that the Affordable Housing Development be developed, owned, rented, managed, maintained, and operated in accordance with the Program Requirements for the full term of the Loan, regardless of sale or transfer of the Property or prepayment of the Loan.

By entering into this Agreement and thereby accepting the award of the PLHA Grant funds, the Applicant and Co-Applicant Sponsor agree to comply with the Program Requirements and the terms and conditions of this Agreement. As noted above, this Agreement incorporates by reference the Application and the Project Report in their entirety.

3. Definitions
Capitalized terms not otherwise defined herein shall have the meaning of the definitions set forth in Health and Safety Code Section 50470 and Section 101 of the Guidelines.

A. “Activity” means any single eligible undertaking carried out as part of an Applicant’s allocation(s) under the program.

B. “Affordable Housing Development” or “Development” refers to the transitional or rental housing development which was described in the Application, and which provides units that are affordable to lower income 266
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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
households. The Affordable Housing Development must meet all Program Requirements.

C. “Agreement” refers to this Standard Agreement.

D. “Applicant” means an eligible Local government applying for the program to administer the activity identified in Exhibit E. Applicant also means a Local or Regional Housing Trust Fund delegated by an eligible Local government to apply for the program and administer its allocation in accordance with all program rules.

E. “Department” means the California Department of Housing and Community Development.

F. “Project Report” refers to the staff report presented to and approved by the Department’s Internal Loan Committee. The Project Report sets forth the project criteria approved by the Department at the time of the award of Program Grant funds. The project criteria may be amended only upon the Department’s written approval.

G. “Sponsor” or “Co-Applicant Sponsor” means the legal entity or combination of legal entities with continuing control of a Rental Housing Development, as identified in Exhibit E. Where the borrowing entity is or will be organized as a limited partnership, Sponsor includes the general partner or general partners who have effective control over the operation of the partnership, or, if the general partner is controlled by another entity, the controlling entity. Sponsor does not include the seller of the property to be developed as the rental housing Project, unless the seller will retain control of the Project for the period necessary to ensure Project feasibility as determined by the Department.

H. “TCAC” refers to the California Tax Credit Allocation Committee.

4. Scope of Work
The “Scope of Work” or “Work” for this Agreement shall consist of the development and construction of the Development identified in the Award Letter. Co-Applicant Sponsor shall cause the Development to be developed and constructed in full accordance with this Agreement and the 267
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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
Program Requirements. Any reference in this Agreement to “construction” shall include rehabilitation construction, if applicable.

All written materials or alterations submitted as addenda to the original Application, and which are approved in writing by a Division of Financial Assistance Program Manager or higher departmental official, as appropriate, are hereby incorporated as part of the Application and hereby incorporated as part of the Agreement. The Department hereby reserves the right to review and approve any and all of the Work, and the Scope of Work may in no event be revised or altered without the Department’s prior written consent and approval, which consent, and approval is within the Department’s sole and absolute discretion.

For applications that include the development of a rental housing project, the Sponsor must be a Co-Applicant with the Non-Entitlement Local Government.

5. Department Contract Coordinator
The Department’s Contract Coordinator for this Agreement is the Division of Financial Assistance, State Grant Management Section PLHA Manager or their designee. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the Department Contract Coordinator at the following address, or emailed to [email protected]:

California Department of Housing and Community Development Attention: Permanent Local Housing Allocation (PLHA)
State Grant Management Section, Suite 400
651 Bannon Street, Suite 400
Sacramento, CA 95811
P. O. Box 952050
Sacramento, CA 94252-2050

6. Contractor Contract Coordinator
The Contractor’s contract coordinator for this Agreement is the Authorized Representative listed below. Unless otherwise informed, any notice, report, or other communication required by this Agreement may be mailed 268
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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
by first class mail, or sent through a commercial courier to the Authorized Representative at the following address:

Authorized Representative Name: Joseph Irvin
Authorized Representative Title: City Manager City of South Lake Tahoe Agency Name: City of South Lake Tahoe
Address: 1052 Tata Lane
South Lake Tahoe, CA 96150
Phone No.: (530) 542-6000
Email Address: [email protected]
Authorized Representative Name: Ann Silverberg
Authorized Representative Title: CEO NorCal Affordable
Agency Name: Sugar Pine Phase 2B Housing Partners, L.P.

Address: 44 Montgomery Street, #1310
San Francisco, CA 94104
Phone No.: (415) 677-9000
Email Address: [email protected]
Authorized Representative Name: Ann Silverberg
Authorized Representative Title: CEO NorCal Affordable
Agency Name: The Related Companies of California, LLC
Address: 18201 Von Karman Ave. #900
Irvine, CA 92612
Phone No.: (415) 677-9000
269
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EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
Email Address: [email protected]

7. Effective Date, Term of Agreement, and Deadlines
A. This Agreement is effective upon approval by the Department, which is the date executed by all parties (such date, the “Effective Date”).

B. Except for predevelopment expenses for construction projects funded by PLHA and costs to develop and prepare the PLHA application, no costs incurred more than one year prior to commitment by the Local government may be paid from PLHA funds. Reimbursement of expenses to prepare the PLHA
application are subject to the cap on administrative fees.

C. Any Grant funds which have not been expended by the expenditure deadline shall be disencumbered and revert to the Department. The expenditure deadline is March 31, 2027. D. If funds are used for the development of an Affordable Rental Housing project, the Local government shall make the PLHA assistance in the form of a low-interest, deferred loan to the Sponsor of the project. The loan shall be evidenced through a promissory note secured by a deed of trust and a regulatory agreement which shall restrict occupancy and rents in accordance with the Department approved underwriting of the project for at least 55 years.

E. This Agreement shall terminate on June 30, 2033, or upon completion of the Project and submittal of the close out report in compliance with Exhibit D, Section 7(B)(5), whichever date occurs first (the “Expiration Date”).

8. Capacity to Contract
Contractor has the capacity and authority to fulfill the obligations required of it hereunder and nothing prohibits or restricts the right or ability of Contractor to carry out the terms hereof.
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The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT A
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025

9. Authority to Execute
Each Party executing this Agreement represents that it is authorized to execute this Agreement. Each person executing this Agreement on behalf of an entity, other than an individual executing this Agreement on his or her own behalf, represents that he or she is authorized to execute this Agreement on behalf of said entity.
271
City of South Lake Tahoe
Sugar Pine Phase 2B Housing Partners, L.P.

The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT B
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Budget Detail
The budget detail is contained in Exhibit E in this Agreement.

2. Conditions of Disbursement
Prior to receiving any Grant funds, the Applicant shall submit the following for the Department’s approval:

A. Government TIN Form, as applicable.

B. STD 204 Payee Data Record, as applicable.

C. Loan documents utilized to extend a low interest deferred loan to the Sponsor of the project to develop an Affordable Rental Housing project. D. Department Prepared Request for Funds Form.

E. Any other documents, certifications, or evidence deemed necessary by the Department prior to disbursement of funds.

F. No Funding will be disbursed to the Applicant unless the Applicant has an approved Housing Element and is in compliance with the Housing Element Annual Progress Report requirements, pursuant to PLHA Program Guidelines section 402(a) and (b).

3. Performance
To allow for sufficient processing time final request for funds must be received by the Department no later than January 1, 2027.

4. Fiscal Administration
A. Grant funds will not be disbursed until the Department authorizes loan closing, in the case of development projects; or, in the case of program activities, all general and special conditions have been complied with. Administrative costs related to 272
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EXHIBIT B
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
the planning and execution of eligible activities shall not exceed five percent of the Grant amount.

B. A separate checking account for the Grant funds is not required. However, the Contractor shall deposit Grant funds in an interest-bearing checking or savings account insured by the federal or state government. All interest earned from the deposit of Grant funds shall be used for eligible Program activities and accounted for in Contractor’s annual report.

C. The Contractor shall make a good faith effort to minimize the number of disbursement requests by anticipating and requesting funds in advance. 273
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The Related Companies of California, LLC
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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025

PLHA PROGRAM TERMS AND CONDITIONS

1. Effective Date, Commencement of Work
This Agreement is effective upon the date of the Department representative’s signature on page one of the fully executed Standard Agreement, STD 213. Applicant and CoApplicant Sponsor agrees that work under this agreement shall not commence until execution of the STD 213, (the “Effective Date”).

2. Strict Compliance
Applicant and Co-Applicant Sponsor will strictly comply with the terms, conditions, and requirements of the Permanent Local Housing Allocation (PLHA) Statutes, Guidelines, the Notice of Funding Availability (NOFA), and this Agreement.

3. Applicant and Co-Applicant Sponsor’s Application for Funds A. Applicant and Co-Applicant Sponsor have submitted to the Department an Application for a Grant under the Program. The Department is entering into this Agreement based on, and in substantial reliance upon, Applicant and CoApplicant Sponsor’s facts, information, assertions, and representations contained in that Application, and in any subsequent modifications or additions thereto approved by the Department. The Application and any approved modifications and additions thereto are hereby incorporated into this Agreement.

B. Applicant and Co-Applicant Sponsor warrants that all information, facts, assertions, and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of Applicant and Co-applicant Sponsor’s knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect the Department's approval, disbursement, or monitoring of the funding and the Grants or activities governed by this Agreement, then the Department may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof.

4. Eligible Activities
Grant funds awarded to the Applicant and Co-Applicant Sponsor, if any, and expended by either Applicant or Co-Applicant Sponsor shall be used for the eligible Activity set 274
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The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
forth in Exhibit E as required by the PLHA Statutes.

5. Core Practices
A. Applicant and Co-Applicant Sponsor must provide eligible activities in a manner consistent with the housing first practices described in California Code of Regulations, title 25, section 8409(b)(1)-(6). Applicant and Co-Applicant Sponsor allocated funds for eligible activities that provide permanent housing shall incorporate the core components of Housing First as provided in Section 8255(b) of the Welfare and Institutions Code.

6. Monitoring Grant Activities
A. Applicant and Co-Applicant Sponsor shall monitor the activities selected and awarded by them to ensure compliance with PLHA requirements. An onsite monitoring visit of the Affordable Housing Development to assure compliance with habitability standards shall occur whenever determined necessary by the Applicant and Co-Applicant Sponsor, but at least every three years during the 55- year loan period. Applicant shall annually monitor the Affordable Housing Development’s compliance with the occupancy and rent requirements set forth in the Regulatory Agreement and compliance with reserve requirements.

B. The Department will monitor the performance of the Applicant and Co-Applicant Sponsor based on a risk assessment and according to the terms of this Agreement. The Department may also monitor any Subrecipients of the Applicant and Co-Applicant Sponsor as the Department deems appropriate based on a risk assessment.

C. As requested by the Department, the Applicant and Co-Applicant Sponsor shall submit to the Department all PLHA monitoring documentation necessary to ensure that the Affordable Housing Development is in continued compliance with PLHA requirements. Such documentation requirements and the submission deadline shall be provided by the Department at the time such information is requested from the Applicant and Co-Applicant Sponsor.

7. Reporting/Audits
A. Commencing with the Effective Date of this Agreement and continuing through the Expiration Date, the Applicant and Co-Applicant Sponsor shall submit an annual report to the Department by July 31 of each year that reports all activities 275
City of South Lake Tahoe
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The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
from the previous fiscal year (7/1–6/30), on forms provided by the Department.

The first report will be due on July 31, 2025, and will report on all activities from the effective date of this Agreement through June 30, 2033.

B. The annual report shall contain a detailed report which must include, at a minimum:
1) A description of the progress of the Affordable Housing Development and an updated schedule for construction loan closing, construction completion, issuance of the temporary and permanent certificate of occupancy, and permanent loan closing.
2) Identification of the Eligible Activities to which the Applicant and CoApplicant Sponsor committed program funds, and the income levels of households assisted.
3) Amounts awarded to Subrecipients with the activity(ies) identified; 4) Identification of the Eligible Activities upon which the Applicant and CoApplicant Sponsor expended program funds, and the income levels of households assisted and the affordability level for any units assisted; and, 5) Close out report for an Affordable Housing Development that was fully expended and for which the permanent loan closing was completed during the fiscal year.

C. The Department may request additional information as needed to meet other applicable reporting or audit requirements.

D. The Applicant and Co-Applicant Sponsor is responsible for the completion of audits and all costs of preparing audits.

E. The Department reserves the right to perform or cause to be performed a financial audit. At the Department’s request, the Applicant and Co-Applicant Sponsor shall provide, at its own expense, a financial audit prepared by a certified public accountant.

F. If a financial audit is required by the Department, the audit shall be performed by 276
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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
an independent certified public accountant.
1) The Applicant is responsible for the completion of audits requested by the Department and all costs of preparing audits.
2) If there are audit findings, the Applicant must submit a detailed response acceptable to the Department for each audit finding within ninety (90) days from the date of the audit finding report.

8. Retention and Inspection of Records
A. The Applicant shall maintain PLHA files which, at minimum, should include the following information and reports:
1) Activity description
2) Records of public hearings and public comments
3) Contracts, grant agreements, Standard Agreement
4) Description of targeted beneficiaries, services to be provided, household incomes, special needs
5) PLHA Activity costs, invoices, purchase orders, sources, and uses of funds for PLHA Activities, terms & conditions of financings, draws and all supporting documentation, change orders (as appropriate) 6) Activity schedule and amendments
7) Procurement policy used for PLHA Activity(ies)
B. The Applicant and Co-Applicant Sponsor agrees that the Department or its designee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance of this Agreement. The Applicant and Co-Applicant Sponsor agrees to provide the Department or its designee, with any relevant information requested. The Applicant and CoApplicant Sponsor agrees to permit the Department or its designee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and 277
City of South Lake Tahoe
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The Related Companies of California, LLC
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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
other material that may be relevant to a matter under investigation for the purpose of determining compliance with the PLHA Statutes, the NOFA, and this Agreement.

C. The Applicant and Co-Applicant Sponsor further agrees to retain all records for a period of three years after the close out report is submitted:
1) If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records must be retained until completion of the action and resolution of all issues, which arise from it.
2) The Applicant and Co-Applicant Sponsor also agrees to include in any contract that it enters into in an amount exceeding $10,000.00, the Department’s right to audit the Applicant and Co-Applicant Sponsor’s records and interview their employees. The Applicant and Co-Applicant Sponsor shall comply with the caveats and be aware of the penalties for violation of fraud and for obstruction of investigation as set forth in California Public Code Section 10115.10.

D. The determination by the Department of the eligibility of any expenditure shall be final. If the eligibility of any expenditure cannot be determined because records or documentation are inadequate, the expenditure may be disallowed, and HCD shall determine the reimbursement method for the amount disallowed.

E. The Applicant and Co-Applicant Sponsor shall retain all books and records relevant to this Agreement for a minimum of three years after the close-out report is submitted. Records relating to any and all audits or litigation relevant to this Agreement shall be retained for five years after the conclusion or resolution of the matter.

9. Breach and Remedies
A. The following shall each constitute a breach of this Agreement:
1) Applicant and Co-Applicant Sponsor’s failure to comply with the terms of this Agreement.
2) Use of, or permitting the use of, Grant funds provided under this Agreement for any ineligible costs or for activities not approved under this 278
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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
Agreement.
3) Any failure to comply with the deadlines set forth in this Agreement.

B. In addition to any other remedies that may be available to the Department in law or equity for breach of this Agreement, the Department may:
1) Bar the Applicant and Co-Applicant Sponsor from applying for future PLHA and other HCD funds;
2) Revoke any other existing PLHA award(s) to the Applicant and CoApplicant Sponsor; 3) Require the return of any unexpended PLHA funds disbursed under this Agreement;
4) Require repayment of PLHA funds disbursed and expended under this agreement;
5) Require the immediate return to the Department of all funds derived from the use of PLHA funds including, but not limited to recaptured funds and returned funds;
6) Seek, in a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the technical assistance in accordance with the PLHA Program requirements; and,
7) Seek such other remedies as may be available under the relevant agreement or any law.

C. All remedies available to the Department are cumulative and not exclusive.

D. The Department may give written notice to the Applicant and Co-Applicant Sponsor to cure the breach or violation within a period of not less than (15) fifteen days.

10. Termination
A. The Department may terminate this Agreement at any time for cause by giving a 279
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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
minimum of thirty days’ notice of termination, in writing, to the Applicant and CoApplicant Sponsor. Cause shall consist of violations of any terms and/or special conditions of this Agreement, the PLHA Statutes, or the NOFA. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any unexpended funds received by the Applicant and Co-Applicant Sponsor shall be returned to the Department within thirty days of the notice of termination.

A. This Agreement is subject to any additional restrictions, limitations or conditions, or statute, regulations, or any other laws, whether federal or those of the State of California, or of any agency, department, or any political subdivision of the federal or the State of California governments, which may affect the provisions, terms, or funding of this Agreement in any manner.

B. The Department has the option to terminate this Agreement under the (30) thirty-day cancellation clause or to amend this Agreement to reflect any reduction of funds.

11. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Applicant and CoApplicant Sponsor of these provisions, shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions.

12. Relocation
If there is or will be any residential or commercial displacement directly or indirectly caused by the Development, the Sponsor shall provide a relocation plan conforming to the requirements of state law and the regulations adopted by the Department in California Code of Regulations, Title 25, Section 6000, et seq. The Development budget shall contain sufficient funds to pay all costs of relocation benefits and assistance as set forth in the relocation plan accepted by the Department. Should a relocation plan not be required, Sponsor must provide documentation for Department approval that there are no relocation requirements. If there is federal funding of the Development, the Sponsor shall comply with federal Uniform Relocation Act requirements to the extent applicable.

13. Article XXXIV
All Projects shall comply with Article XXXIV, Section 1 of the California Constitution, as 280
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EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
clarified by the Public Housing Election Implementation Law (HSC Section 37000 -37002). Article XXXIV documentation for loans underwritten by the Department shall be subject to review and approval by the Department prior to the announcement of award recommendations.

Article XXXIV requires local voter approval before any state public body can develop, construct or acquire a low-rent housing Project in any manner. However, the Public Housing Election Implementation Law (HSC Section 37000 – 37002) provides clarification as to when Article XXXIV is applicable. HSC Section 37001, for example, lists a number of Project types that are not considered “low-rent housing Projects.” Applicants must submit documentation that demonstrates the Project’s compliance with, or exemption from, Article XXXIV. If a Project is subject to Article XXXIV, the Department requires an allocation letter from the locality, which shows that there is Article XXXIV authority for the Project. A local government official with authority should prepare the allocation letter and it should include the following:

A. The name and date of the proposition and the number of units that were approved;
B. A copy of the referendum and a certified vote tally; C. The number of units that remain in the locality’s “bank” of Article XXXIV authority (i.e., the number of units that are still available for allocation); and D. The number of units that the locality will commit to this Project, including the manager unit.

If a Project is statutorily exempt from Article XXXIV, the Department requires an Article XXXIV opinion letter from the Applicant’s legal counsel. The Article XXXIV opinion letter must demonstrate that the Applicant has considered both the legal requirements of Article XXXIV and the relevant facts of the Project (e.g., all funding provided by public bodies, including state, county or city sources, the number of lowincome restricted units, and the general content of any regulatory restrictions). Any conclusion that a Project is exempt from Article XXXIV must be supported by facts and a specific legal theory for exemption that itself is supported by the Constitution, statute, and/or case law.

14. Pet Friendly Housing Act of 2017
Housing funded through this program is subject to the Pet Friendly Housing Act of 281
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23-PLHACOM-18607

EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
2017 (HSC Section 50466). Each awardee will be required to submit a signed and dated certification that residents of the program-funded housing development will be authorized to own or otherwise maintain one or more common household pets as required by HSC Section 50466. Pursuant to this statute, “common household pet” means a domesticated animal, such as a dog or cat, commonly kept in the home for pleasure rather than for commercial purposes.

15. State Prevailing Wages
Program Funds awarded under this NOFA are subject to state prevailing wage law, as set forth in Labor Code Section 1720 et seq. and require the payment of prevailing wages unless the Project meets one of the exceptions of Labor Code Section 1720 (c), as determined by the Department of Industrial Relations (DIR). The DIR can be contacted via its website at https://www.dir.ca.gov/oprl/DPreWageDetermination.htm.

Applicants are urged to seek professional advice as to how to comply with state prevailing wage law.

16. Accessibility and Non-Discrimination
All Projects or programs shall adhere to the accessibility requirements set forth in California Building Code Chapter 11A and 11B and the Americans with Disabilities Act, Title II. In addition, Projects or programs shall adhere to either the Uniform Federal Accessibility Standards (UFAS) standards, 24 C.F.R. Part 8, or HUD's modified version of the 2010 ADA Standards for Accessible Design (Alternative 2010 ADAS), HUD-2014- 0042-0001, 79 F.R. 29671 (5/27/14) (commonly referred to as "the Alternative Standards" or "HUD Deeming Memo"). Accessible units shall, to the maximum extent feasible and subject to reasonable health and safety requirements, be distributed throughout the Project and be available in a sufficient range of sizes and amenities consistent with 24 CFR Section 8.26.

Recipients shall adopt a written non-discrimination policy requiring that no person shall, on the grounds of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, age, medical condition, genetic information, citizenship, primary language, immigration status (except where explicitly prohibited by federal law), arbitrary characteristics, and all other classes of individuals protected from discrimination under federal or state fair housing laws, individuals perceived to be a member of any of the preceding classes, or any individual or person associated with any of the preceding classes be excluded from participation in, be denied the benefits of, or be subjected to discrimination under, any program or Activity funded in whole or in part with program funds made available pursuant to this NOFA. Recipients shall comply with 282
City of South Lake Tahoe
Sugar Pine Phase 2B Housing Partners, L.P.

The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT D
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
the requirements contained in the Americans with Disabilities Act, the Fair Housing Amendments Act, the California Fair Employment and Housing Act, the Unruh Act, Government Code Section 11135, Section 504 of the Rehabilitation Act, and regulations promulgated pursuant to those statutes, including 24 C.F.R. Part 100, 24 C.F.R. Part 8, and 28 C.F.R. Part 35, in all of the Sponsor's activities.

17. Special Conditions Applicant and Co-Applicant Sponsors and Subrecipients The Applicant and Co-Applicant Sponsor agrees to comply with all conditions of this Agreement including the Special Conditions set forth in Exhibit E. These conditions shall be met to the satisfaction of the Department prior to disbursement of funds. The Applicant and Co-Applicant Sponsor shall ensure that all Subrecipients are made aware of and agree to comply with all conditions of this Agreement and the applicable State requirements governing the use of Grant funds. The Applicant and Co-Applicant Sponsor shall ensure that all Subrecipients are qualified to do business and in good standing with the California Secretary of State and the California Franchise Tax Board.

Failure to comply with these conditions may result in cancellation of this Agreement.

18. Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Applicant and Co-Applicant Sponsor agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Grant, the Applicant and Co-Applicant Sponsor, its Subrecipients, and any other Grant activity.

19. Litigation
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable.

B. The Applicant and Co-Applicant Sponsor shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the Department.
283
City of South Lake Tahoe
Sugar Pine Phase 2B Housing Partners, L.P.

The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT E
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025

PROGRAM-SPECIFIC PROVISIONS AND SPECIAL CONDITIONS

1. Program-Specific Provisions
The following are project-specific terms and conditions (referred to as enumerated provision(s) for ease of reference in prior exhibits) and shall inform the references made to project-specific information not contained in those prior exhibits.

Purpose:

Applicant applied to the State of California for the Grant in order to provide services for affordable housing project listed below:

A. Development/Project Name: Sugar Pine Village Phase 2B B. Development Location: 1860 Lake Tahoe Blvd South Lake Tahoe, CA 96150 C. Project Sponsor: Sugar Pine Phase 2B Housing Partners, L.P & The Related Companies of California, LLC
D. Description of Development: Sugar Pine Village Phase 2B is a 60-unit new construction project with 12 studio, 12 one-bedroom, 20 two-bedroom, 16 threebedroom serving households with incomes ranging from 30-60 percent of Area Median Income (AMI), 0 market rate unit(s) and 0 manager's unit(s). Each unit will have Air conditioning, carpet, storage closet, appliances, and balcony or patio. On-site amenities include a community room, surveillance cameras, laundry room and picnic area. Off-site amenities, located within walking distance (one mile radius) include access to public transportation, multiple recreation areas, elementary and high schools, a hospital and medical facilities, grocery stores, a pharmacy, post office, restaurants, and retail.

Budget Detail:

Applicant has been awarded the following grant amounts: $5,000,000 284
City of South Lake Tahoe
Sugar Pine Phase 2B Housing Partners, L.P.

The Related Companies of California, LLC
23-PLHACOM-18607

EXHIBIT E
Permanent Local Housing Allocation (PLHA) Program – Non-Entitlement Competitive Allocation Grant – Round 4
NOFA Date: 03/06/2024
Approved Date: 05/23/2025
Prep. Date: 06/09/2025
Payees:

A. The authorized Payee(s) is/are as specified below:

Name: City of South Lake Tahoe Amount: $5,000,000

2. Special Terms and Conditions
The following Special Conditions are applicable to this Standard Agreement:

None.
285
City of South Lake Tahoe
Agenda Item Executive Summary
Hilary Roverud, Interim City Manager
__________________________________
Meeting Date: March 10, 2026
Agenda Item #:10
Agenda Item:

Amendment No. 2 to Agreement with Workbench for Preapproved ADU Designs Executive Summary: Infill housing, including accessory dwelling units (ADUs), is a crucial element in the City's plan to provide a diverse housing supply. On March 12, 2024, City Council directed staff to develop a Request for Proposal (RFP) to procure a consultant. On December 10th, 2024, City Council approved a Professional Services Agreement (PSA) with Workbench in the amount not to exceed $125,000. The Scope of Work includes developing code-compliant, preapproved ADU construction plans for free to the public, reducing time frames and fees, in addition to providing a list of ADU modular products that can be used in Lake Tahoe. On June 3, 2025, the City Council directed staff to focus on smaller-sized units (800 square feet or less) consistent with the findings in the developable lots analysis.

On November 4th, 2025, staff presented four ADU designs for approval by City Council. City Council passed a motion accepting the four selected ADU designs, authorizing and directing the Mayor to execute the amendment with Workbench to develop a booklet of modular/prefabricated products for an additional $5,900, and directing staff to preapprove 1-2 ADU designs from the modular/prefabricated product list. Workbench currently has the four ADU plan sets at 95% completion. However, due to changes in the 2025 building code cycle, additional work is required to bring the plan sets into compliance with the new building code that exceeds the current PSA budget.

Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute Amendment No. 2 to Agreement with Workbench to increase the budget by an amount not to exceed $10,000 for a total budget of $140,900 and extend the contract term of service to June 30, 2026.

Responsible Staff Member: Crystal Plotner, Assistant Housing Planner Reviewed and Approved By: Zachary Thomas, Director of Development Services Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report -Amendment No. 2 to Agreement with Workbench for Preapproved ADU Designs.docx
02-C-315-2024 Workbench Contract- signed 2.25.25.pdf
03- C-041-2026 Workbench Amendment1.pdf
04-C-269-2025 Workbench - ASA_signed.pdf
05-Amendment No. 2 to Agreement with Workbench.docx
06-Workbench Budget Amendment Letter.pdf
286
Council Agenda Report March 10, 2026 Page 1 of 4
City of South Lake Tahoe
Report to City Council
Meeting Date: March 10, 2026
Title: Amendment No. 2 to Agreement with Workbench for Preapproved ADU Designs Location: Citywide
Responsible Staff Member: Crystal Plotner, Assistant Housing Planner Background: Effectively addressing the housing crisis involves hitting the right balance between numerous policies and programs and allocating resources to implement them effectively. Infill housing, including accessory dwelling units (ADUs), is a crucial element in the City’s plan to provide a diverse housing supply. The state and city have responded to the housing crisis by passing new laws and ordinances to encourage the construction of ADUs. City staff created an Accessory Dwelling Unit Guidebook in July 2023, which provides a how-to guide for obtaining permits for ADUs, as well as resources and incentives.

On March 12th, 2024, City Council directed staff to develop a Request for Proposal (RFP) to procure a consultant to develop Preapproved ADU plans that will be provided to the public for free in the city. Preapproved ADU plans can provide code-compliant ADU construction plans that can be obtained online and would not have to go through the plan check process, reducing time frames and fees to further incentivize ADU development.

A Request for Proposals (RFP) was released on June 14th, 2024 with proposals due on July 19th, 2024.

After the review process, it was determined that Workbench would be the best firm to assist the City in developing Preapproved Accessory Dwelling Unit plans. On December 10th, 2024, City Council approved a Professional Services Agreement (PSA) with Workbench in the amount not to exceed $125,000 for the development of the Preapproved Accessory Dwelling Unit plans.

The Scope of Work includes five tasks including: project management, an analysis of city developable lots, final drawing set for Preapproved ADUs, a list of prefabricated products that can be used in South Lake Tahoe, and public meetings. The plan checkready construction plans will include a Studio ADU, a 1-bedroom ADU, a 2-bedroom ADU, and a garage design with an upstairs ADU.
287
Council Agenda Report March 10, 2026 Page 2 of 4
On June 3rd, 2025, staff presented a parcel analysis of developable city lots to City Council. City Council passed Motion 2025-057 directing staff to continue with the Workbench contract to develop preapproved ADU plans, and preapproved ADU products, focused on smaller-sized units (800 square feet or less) consistent with the findings of the developable city lots analysis.

On November 4th, 2025, staff presented four ADU designs for approval by City Council.

Staff also recommended an amendment to the PSA to incorporate a user-friendly booklet of prefabricated ADU designs to be added to the Scope of Work for an additional $5,900.00 covered by Planning Professional Services funds. City Council passed Motion 2025-116 accepting the four selected ADU designs, authorizing and directing the Mayor to execute the amendment with Workbench to develop a booklet of modular/prefabricated products for an additional $5,900, and directing staff to preapprove 1-2 ADU designs from the modular/prefabricated product list.

Issue and Discussion: Workbench currently has the four ADU plan sets at 95% completion. Due to unforeseen delays, the project now falls under the 2025 building code cycle instead of the 2022 building code cycle. There is additional work required to bring the plan sets into compliance with the new 2025 building code that exceeds the current PSA budget. These changes include but are not limited to: updates and revisions to structural drawings and calculations with more stringent snow loads, new plan set notes, and redrawing exterior insulation and new roof framing.

The Workbench PSA is funded with Permanent Location Housing Allocation (PLHA) program funds. The California Department of Housing and Community Development (HCD) provides grant funding through the PLHA program to local governments for eligible housing and homelessness activities.

One of the eligible activities for PLHA funds is Activity 2:

The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory dwelling units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of AMI, or 150 percent of AMI in high-cost areas. ADUs shall be available for occupancy for a term of no less than 30 day.

Under the Formula PLHA program, the City of South Lake Tahoe is eligible to receive up to $994,219 over five years. To date, the City has been awarded four allocations for a total of $714,417.

The PLHA funds for allocation years 2019, 2020, 2021, and 2022 were appropriated into the budget on August 13, 2024 through Resolution 2024-083. Subsequently, Resolution 2024-099 passed on September 10, 2024 amending the allowable uses for the PLHA funds. The PLHA amendment included the use of 2022 allocation funds for Activity 2 - ADU predevelopment/development.
288
Council Agenda Report March 10, 2026 Page 3 of 4
The Standard Agreement for PLHA contract #20-PLHA-15544 outlines that the City’s allocation for 2022 is $150,344 and directs 90% be allocated to Activity 2 for a total of $135,309.60 available for the predevelopment/ development of ADUs.

An initial disbursement of $125,000 from the 2022 PLHA allocation was approved by HCD in April 2025 for Activity 2. There is a residual $10,309.60 in PLHA funds allocated for the ADU project available to cover the $10,000 budget amendment for Workbench to complete the ADU plan sets.

Staff recommends that the City Council pass a Motion to authorize and direct the Mayor to execute Amendment #2 with Workbench to increase the Professional Services Agreement budget by an amount not to exceed $10,000 for a total budget of $140,900 and extend the contract term of service to June 30, 2026.

Financial Implications: The approved Professional Service Agreement with Workbench, in an amount not to exceed $140,900, for the development of Preapproved Accessory Dwelling Unit plans and a prefabricated/modular ADU booklet is funded through $135,000 in Permanent Local Housing Allocation (PLHA) Formula – Year 2022 allocation funds and $5,900 from Planning Professional Services Account #1003710- 42020.

Environmental Considerations: This report is not a project under CEQA, because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Sections 15378(b)(2) and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3).

Policy Implications: The following adopted policies and programs are applicable to this discussion:

City of South Lake Tahoe Strategic Plan

1.8 Evaluate ability to reduce regulations for development and streamline approval process.

City General Plan Housing Element
Policy 2-3 The City shall encourage a range of housing options so that people who work in South Lake Tahoe can choose to live in the city.

Policy 2-5 The City shall recognize that it will become difficult to attract employees if they cannot afford to purchase or rent housing in South Lake Tahoe. The City shall encourage and support programs and activities that create a robust local economy that provides residents with good paying employment and the means to purchase and/or rent housing in the City.
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Council Agenda Report March 10, 2026 Page 4 of 4
Program 2-8 Mitigation of TRPA Regulations – Accessory Dwelling Units and Junior Accessory Dwelling Units.
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Amendment No. 2 to Professional Services Agreement
With Workbench
This Amendment modifies the Professional Services Agreement between the City of South Lake Tahoe, a municipal corporation (“City”) and Workbench (“Consultant”) entered into on December 10, 2024 (C-315-2024).

The Professional Services Agreement is amended as follows:

Section 2 (Term/Time of Performance) is amended to read in its entirety as follows.

The services by Consultant are to commence upon the execution of the Agreement and shall end on or before June 30, 2026.

Section 3 (Compensation) is amended to read in its entirety as follows.

Compensation to be paid to Consultant shall be in accordance with the Schedule set forth in Exhibit B, which is attached to and incorporated herein by reference. In no event shall Consultant’s compensation, including travel and out-of-pocket expenses, exceed $140,900 without additional written authorization from City. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment. Payment is contingent upon compliance with all terms and conditions of this Agreement, as set forth herein. Consultant shall obtain prior written authorization from the City Project Manager for any costs in excess of budgeted amounts for each line item, task, or obligation under the Scope of Services.

The Proposed Program Budget in Exhibit B (Schedule of Charges and Timeline) is hereby amended to read in its entirety as follows:

Exhibit B

SCHEDULE OF CHARGES AND TIMELINE
BUDGET
Estimated fees (not to exceed) $140,900
Hourly Rate: $N/A
Travel and out-of-pocket expenses $N/A
[travel is included in the TOTAL (not to exceed amount)] TOTAL (not to exceed) $140,900
321

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE: CONSULTANT:

By___________________________ By __________________________ Cody Bass, Mayor Jamileh Cannon, Founding Partner and
Principal Architect
Workbench
Date _________________________ Date _______________________ APPROVED AS TO FORM:

By____________________________ Date _______________________ Heather Stroud, City Attorney
ATTEST:

By______________________________ Date __________________________ Susan Blankenship, City Clerk
322
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City of South Lake Tahoe
Agenda Item Executive Summary
Hilary Roverud, Interim City Manager
__________________________________
Meeting Date: March 10, 2026
Agenda Item #:11
Agenda Item: Financing Agreement with Banc of America Public Capital Corp for Snow Removal Equipment
Executive Summary: On February 24, 2026, the City Council approved a purchase of several pieces of snow removal equipment for the Department of Public Works to conduct efficient snow removal operations, for $2,120,248. In anticipation of this purchase approval, the Finance Department requested rates from four financial institutions for the lease/purchase financing. An analysis of the rate/payment results is included in the staff report. Banc of America Public Capital Corp was selected based on lowest cost to finance the equipment.

Requested Action / Suggested Motions: Pass a Resolution authorizing and directing the Mayor Pro Tem to execute Equipment Schedule No. 2 under 2023 Master Lease Schedule of Property, Acquisition Fund and Account Control Agreement and related documents with Banc of America Public Capital Corp in the principal amount of $1,590,185.76 for the purchase of Snow Removal Equipment.

Responsible Staff Member: Olga Tikhomirova, Director of Finance Reviewed and Approved By: Susan Blankenship, City Clerk Heather Stroud, City Attorney Attachments:
01-Staff Report Snow Removal Equipment Financing.docx
02-Resolution Snow Removal Equip Financing 2026.docx
03-Equipment Schedule No. 2.doc
04-South Lake Tahoe Payment Schedule.docx
05-Incumbency Certificate.doc
06-City Attorney Opinion Letter to Lessee.docx
07-Schedule No. 02 Escrow Agreement.docx
08-Master Lease Agreement.pdf
325
Council Agenda Report- March 10, 2026 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: March 10, 2026
Title: Financing Agreement with Banc of America Public Capital Corp. for Snow Removal Equipment
Location: Citywide
Responsible Staff Member: Olga Tikhomirova, Director of Finance Background: The City Council approved the purchase of the snow removal equipment for the Department of Public Works for $2,120,248 on February 24, 2026. A portion of the purchase, $530,062 was proposed to be paid with funds on hand sourced from the existing available fund balance in Fund 208 Snow Removal Equipment Replacement. The remaining portion, $1,590,186, was proposed to be financed.

Issue and Discussion: The Finance Department requested rates from four financial institutions to finance the remainder of this purchase. An analysis of rate/payment results is below:

Bank of America, through Banc of America Public Capital Corp. (“BAPCC”), as lessor, was selected to finance the purchase based on the lowest financing cost.

All documents related to this purchase financing have been reviewed by, and are subject to final approval from, the City Attorney and are attached to this agenda item. The equipment to be financed includes three (3) John Deer Graders at $530,061.92 each, for a total of $1,590,185.76.

Financial Implications: The interest rate of the proposed purchase financing is 3.589% over a term of 5 years. The lease purchase is pre-payable in full after half of the term – starting March 17, 2029, without penalty. The annual debt service of $350,264 will be appropriated from Measure S Sales tax during the annual budget process.

Financing Institution
Interest Rate
(Tax Exempt )
Payments
per year,
5 years
Total lnterest
Paid
Yearly Debt
Service
U.S.Bank 3.690% 2 $ 165,786.94 $ 351,194.54
Bank of America 3.589% 2 $ 161,132.34 $ 350,263.62
Government Capital Co. 4.400% 2 $ 221,049.44 $ 362,247.04 Wells Fargo Bank no response
326
Council Agenda Report- March 10, 2026 Page 2 of 2
Environmental Considerations: This action is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(2) and (4) (purchases and the creation of government funding mechanisms which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

Policy Implications: The purchase of the equipment will improve the Snow Operational Plan for the City. City Council of the City of South Lake Tahoe has included ensuring snow removal operations receive adequate funding as one of the Action Items in the 2023-2028 Strategic Plan. The financing agreement with Bank of America will allow replacing key pieces of aging equipment and will provide substantial immediate investment in snow removal operations and equipment.
327
Resolution 2026-XXX March 10, 2026 Page 1 of 2
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
March 10, 2026
Authorizing Lease/Purchase Financing and Equipment Schedule No. 2 under 2023 Master Lease/Purchase Agreement with Banc of America Public Capital Corp for the Purchase of Snow Removal Equipment
and Amending the 2025-2026 Budget

BACKGROUND
A. The City of South Lake Tahoe intends to purchase certain snow removal equipment as discussed and approved at the City Council meeting on February 24, 2026.

B. The City of South Lake Tahoe needs to amend the 2025-2026 budget to reflect the current year financing proceeds revenue and debt services expenses.

C. The cost of the snow removal equipment to be financed is $1,590,185.76.

D. The remaining cost of the snow removal equipment will be paid with funds on hand as previously described and appropriated on February 24, 2026.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe hereby:

1. Authorizes and directs the Mayor Pro Tem to execute Equipment Schedule No. 2 under 2023 Master Lease/Purchase Agreement with Banc of America Public Capital Corp in the principal amount of $1,590,185.76, with the interest rate of 3.589%, and payment schedule and other details of the financing as set forth in Equipment Schedule No. 2 and related documents, including an escrow agreement, as mutually determined between the Banc of America Public Capital Corp and the Mayor Pro Tem, whose signatures will indicate approval of specific terms and conditions.

2. Declares its intent to be reimbursed for any temporary advances from the General Fund to pay for any part of the equipment from proceeds of the lease financing.

3. Designates the Mayor Pro Tem, Interim City Manager and Finance Director each to act as authorized representatives of the City for purposes of Equipment Schedule No. 2 and related escrow agreement until such time as the City Council shall designate any other or different authorized representative for purposes of Equipment Schedule No. 2 and related escrow agreement.
328
Resolution 2026-XXX March 10, 2026 Page 2 of 2

4. Revises the 2025-2026 total budget to reflect the following changes:

5. Declares that this Resolution shall be effective immediately upon its approval and adoption.

Adopted by the City of South Lake Tahoe City Council on March 10, 2026 by the following vote:

Yes:

No:

Absent:

Abstain:
__________________ Date:_____________
Keith Roberts, Mayor Pro Tem
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.

REVENUE EXPENSE
Fund/Account Description (Increase)/Decrease Increase/(Decrease) Snow Removal Equipment Fund 208
208-03610-36403 Proceeds from sale of notes/debt (1,590,186) Debt Service Fund 401
401-01910-36374 Transfer in from Measure S for debt service 21,856 401-01910-47010 Principal payment (50,568)
401-01910-47020 Interest Payment 28,712
Measure S Sales Tax Fund 102
102-01511-50009 Transfer to Debt Service - Snow Removal Equipment Financing (21,856) 329
EQUIPMENT SCHEDULE NO. 2 - GENERAL EQUIPMENT
Re: Master Equipment Lease/Purchase Agreement, dated as of April 6, 2023, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and the City of South Lake Tahoe, California, as Lessee

1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the “Agreement”).

2. Equipment. For purposes of the Lease created hereby, the following items of Equipment are hereby included under this Equipment Schedule together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto as provided in the Agreement.

QUANTITY DESCRIPTION SERIAL NO./VIN
Three (3) John Deere Graders To be further described on the related Disbursement Request The location for the Equipment is 1700 D Street, South Lake Tahoe, CA 96150.

3. Payment Schedule.
(a) Rental Payments; Commencement Date. The Rental Payments shall be in such amounts and payable on such Rental Payment Dates as set forth in the Payment Schedule attached to this Equipment Schedule and incorporated herein by this reference, subject to adjustment upon the occurrence of an Event of Taxability as provided in Section 4.06 of the Agreement. Lessee’s obligation to pay Rental Payments under the Lease created hereby shall commence on the earlier of (i) the date on which the Equipment listed in this Equipment Schedule is accepted by Lessee in the manner described in Section 5.01 of the Agreement, as evidenced by the Final Acceptance Certificate executed by Lessee and substantially in the form of Exhibit E attached to the Agreement, or (ii) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the “Commencement Date”). (b) Prepayment Price Schedule. The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Payment Date in the “Prepayment Price” column of the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.
330
2 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement (particularly Section 2.01 thereof) are true and correct as though made on the Commencement Date. Lessee further represents and warrants that (a) no Material Adverse Change has occurred since the dated date of the Agreement; (b) no Event of Default has occurred and is continuing under any Lease currently in effect; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or is threatened; (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation; (e) the governing body of Lessee has authorized the execution and delivery of the Agreement and this Equipment Schedule; (f) the Equipment listed in this Equipment Schedule is essential to the functions of Lessee or to the services Lessee provides its citizens; (g) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of its authority; and (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period.

5. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Equipment Schedules or Equipment listed on other Equipment Schedules) are hereby incorporated into this Equipment Schedule by reference and made a part hereof.

6. Acquisition Amount. The Acquisition Amount that Lessor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $1,590,185.76. It is expected that by eighteen (18) months from the date of this Equipment Schedule No. 2, Lessee will have taken possession of all items of Equipment shown above and that the Lessee’s final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, approved by Lessor and delivered to the Escrow Agent on or before eighteen (18) months from the date of this Equipment Schedule.

7. Acquisition Period. The Acquisition Period applicable to this Equipment Schedule shall end at the conclusion of the 18th month following the date hereof.

8. Lease Term. The Lease Term shall consist of the Original Term and five consecutive Renewal Terms, with the final Renewal Term ending on March 17, 2031, subject to earlier termination pursuant to the Agreement.

9. Registration. Any Equipment that is a motor vehicle is to be registered and titled as follows:
(a) Registered Owner: City of South Lake Tahoe, California (b) Lienholder: Banc of America Public Capital Corp
Bank of America Plaza
600 Peachtree Street NE, 11th Floor
Atlanta, GA 30308-2265
331
3 Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor’s files throughout the Lease Term of the Lease created hereby.
[Remainder of page intentionally left blank; signature page follows] 332
4 Dated: March 17, 2026
LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California 11333 McCormick Road 1901 Lisa Maloff Way, Suite 210
Hunt Valley II South Lake Tahoe, CA 96150
M/C MD5-032-07-05 Attention: Finance Director
Hunt Valley, MD 21031 Fax No.: (530) 542-6041
Attention: Contract Administration
Fax No.: (443) 541-3057
By:_________________________________ By: _________________________________ Name: ___________________________ Name: Keith Roberts
Title: ____________________________ Title: Mayor Pro Tem (SEAL)
By: ________________________________
Name: ______________________________
Title: _______________________________
ATTEST:

By: ________________________________
Name: ______________________________
Title: ______________________________
Counterpart No. _____ of _____ manually executed and serially numbered counterparts.

To the extent that the Lease created hereby constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. [Signature Page to Equipment Schedule No. 2]
333

PAYMENT SCHEDULE
Prepayment Casualty
Price Value
[including [including
Rental Rental prepayment casualty
Payment Payment Interest Principal Outstanding premium; if premium; if Date Amount Portion Portion Balance applicable] applicable] 3/17/2026 - - - $1,590,185.76 N/A $1,606,087.62
9/17/2026 $175,131.81 $28,535.89 $146,595.92 $1,443,589.84 N/A $1,458,025.74 3/17/2027 $175,131.81 $25,905.22 $149,226.59 $1,294,363.25 N/A $1,307,306.88 9/17/2027 $175,131.81 $23,227.35 $151,904.46 $1,142,458.79 N/A $1,153,883.38 3/17/2028 $175,131.81 $20,501.43 $154,630.38 $987,828.41 N/A $997,706.69 9/17/2028 $175,131.81 $17,726.58 $157,405.23 $830,423.18 N/A $838,727.41 3/17/2029 $175,131.81 $14,901.95 $160,229.86 $670,193.32 $670,193.32 $670,193.32 9/17/2029 $175,131.81 $12,026.62 $163,105.19 $507,088.13 $507,088.13 $507,088.13 3/17/2030 $175,131.81 $9,099.70 $166,032.11 $341,056.02 $341,056.02 $341,056.02 9/17/2030 $175,131.81 $6,120.26 $169,011.55 $172,044.47 $172,044.47 $172,044.47 3/17/2031 $175,131.81 $3,087.34 $172,044.47 $0.00 $0.00 $0.00 Total $1,751,318.10 $161,132.34 $1,590,185.76
Contract Rate; Taxable Rate. The Contract Rate for this Equipment Schedule is 3.5890% per annum. The Taxable Rate for this Equipment Schedule is 4.5807% per annum.

Prepayment Option Commencement Date. For purposes of Section 10.01 of the Agreement, the Prepayment Option Commencement Date for this Equipment Schedule is March 17, 2029.
[Remainder of page intentionally left blank; signature page follows] 334
LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California By: ___________________ By: ___________________
Name: Name: Keith Roberts
Title: Title: Mayor Pro Tem
[Signature Page to Payment Schedule (Equipment Schedule No. 2)] 335

INCUMBENCY AND AUTHORIZATION CERTIFICATE (LEASE)
The undersigned, a duly elected or appointed and acting City Clerk of the City of South Lake Tahoe, California (“Lessee”) certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the “Officials”) in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; and B. THE OFFICIALS ARE DULY AUTHORIZED, ON BEHALF OF LESSEE, TO NEGOTIATE, EXECUTE AND DELIVER THE EQUIPMENT SCHEDULE NO. 2 DATED AS OF MARCH 17, 2026 (THE “EQUIPMENT SCHEDULE”), WHICH INCORPORATES BY REFERENCE THE TERMS AND PROVISIONS OF THE MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT DATED AS OF APRIL 6, 2023 (THE “AGREEMENT”), EACH BY AND BETWEEN LESSEE AND BANC OF AMERICA PUBLIC CAPITAL CORP (“LESSOR”), THE ESCROW AND ACCOUNT CONTROL AGREEMENT DATED AS OF MARCH 17, 2026

BY AND AMONG LESSOR, LESSEE AND DEUTSCHE BANK NATIONAL TRUST COMPANY, AS ESCROW

AGENT, AND ALL DOCUMENTS RELATED THERETO AND DELIVERED IN CONNECTION THEREWITH, AND ANY FUTURE MODIFICATION(S) OR AMENDMENTS THEREOF (COLLECTIVELY, THE “OPERATIVE AGREEMENTS”), AND THE OPERATIVE AGREEMENTS EACH ARE THE BINDING AND AUTHORIZED

AGREEMENTS OF LESSEE, ENFORCEABLE IN ALL RESPECTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.

Name of Official Title Signature
Keith Roberts Mayor Pro Tem _____________________
Hilary Roverud Interim City Manager _____________________ Olga Tikhomirova Director of Finance _____________________ DATED: MARCH 17, 2026 BY: ______________________________ NAME:SUSAN BLANKENSHIP
TITLE: CITY CLERK
(THE SIGNER OF THIS CERTIFICATE CANNOT BE LISTED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE AGREEMENTS.)
336
1901 Lisa Maloff Way, Ste. 300 │ South Lake Tahoe, CA 96150 │ (530) 542-6046│www.cityofslt.gov Office of the City Attorney
Heather L. Stroud
March 17, 2026
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. 2, dated March 17, 2026, to Master Equipment Lease/Purchase Agreement, dated as of April 6, 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
Ladies and Gentlemen:

As legal counsel to the City of South Lake Tahoe, California (“Lessee”), I have examined (a) an executed counterpart of that certain Master Equipment Lease/Purchase Agreement, dated as of April 6, 2023 (the “Agreement”) and Exhibits thereto, by and between Banc of America Public Capital Corp, as lessor (“Lessor”), and Lessee; (b) an executed counterpart of Equipment Schedule No. 2, dated March 17, 2026, by and between Lessor and Lessee, which incorporates by reference the terms and provisions of the Agreement (such Equipment Schedule No. 2 together with such incorporated terms and provisions are herein referred to collectively as the “Equipment Schedule”), has attached the Payment Schedule with respect thereto (the “Payment Schedule”) executed by Lessee, and provides for the lease of certain property listed in the Equipment Schedule (the “Equipment”); (c) an executed counterpart of that certain Escrow and Account Control Agreement dated as of March 17, 2026 (the “Escrow Agreement”), by and among Lessor, Lessee and Deutsche Bank National Trust Company, as Escrow Agent; (d) an executed counterpart of the ordinances or resolutions of Lessee with respect to authorization of the transaction contemplated by the Agreement, the Equipment Schedule, the Escrow Agreement and documents related thereto; and (e) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Agreement, the Equipment Schedule, including the terms and provisions of the Agreement incorporated therein by reference, the related Payment Schedule, the Escrow Agreement and the documents relating thereto are herein collectively referred to as the “Transaction Documents”.
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1901 Lisa Maloff Way, Ste. 300 │ South Lake Tahoe, CA 96150 │ (530) 542-6046│www.cityofslt.gov Based on the foregoing, I am of the following opinions:

1. Lessee is a city, duly organized and existing under the laws of the State of California (the “State”), and is a political subdivision of the State within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the “Code”) and the obligations of Lessee under the Lease will constitute an obligation of Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.

2. Lessee has the requisite power and authority to lease and acquire the Equipment and to execute and deliver the Transaction Documents and to perform its obligations under the Transaction Documents.

3. The Transaction Documents have been duly authorized, approved, executed and delivered by and on behalf of Lessee and the Transaction Documents are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms, except to the extent limited by State and Federal law affecting creditor’s remedies and by bankruptcy, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights.

4. The authorization, approval, execution and delivery of the Transaction Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, procurement and public bidding laws and all other applicable State or Federal laws.

5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Transaction Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment under the Lease, the Escrow Account or other Collateral thereunder.

All capitalized terms herein shall have the same meanings as in the Transaction Documents, unless otherwise provided herein. Lessor and its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the Rental Payments, are entitled to rely on this opinion.

Printed Name: ________________________ Signature: ______________________________ Firm: _______________________________ Dated: March 17, 2026 Address: ____________________________
Telephone No.: _______________________
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Escrow and Account Control Agreement
This Escrow and Account Control Agreement (this “Agreement”), dated as of March 17, 2026, by and among Banc of America Public Capital Corp, a Kansas corporation (together with its successors and assigns, hereinafter referred to as “Lessor”), the City of South Lake Tahoe, California, a city existing under the laws of the State of California (hereinafter referred to as “Lessee”) and Deutsche Bank National Trust Company, a national banking association organized under the laws of the United States of America, in its capacity as escrow agent (hereinafter referred to as “Escrow Agent”).

Reference is made to that certain Equipment Schedule No. 2, dated as of March 17, 2026, to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 between Lessor and Lessee (hereinafter referred to as the “Lease”), covering the acquisition and lease of certain Equipment described therein (the “Equipment”). It is a requirement of the Lease that the Acquisition Amount ($1,590,185.76) be deposited into a segregated escrow account under terms satisfactory to Lessor, for the purpose of fully funding the Lease, and providing a mechanism for the application of such amounts to the purchase of and payment for the Equipment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Creation of Escrow Account.
(a) There is hereby created an escrow fund in the name of the City of South Lake Tahoe, California to be known as the “City of South Lake Tahoe, California, Schedule No. 2 Escrow Account” (the “Escrow Account”) to be held by the Escrow Agent for the purposes stated herein, for the benefit of Lessor and Lessee, to be held, disbursed and returned in accordance with the terms hereof.
(b) Lessee may, from time to time, provide written instructions, substantially in the form of Schedule 2, for Escrow Agent to use any available cash in the Escrow Account to purchase any money market fund or liquid deposit investment vehicle that Escrow Agent from time to time makes available to the parties hereto. Such written instructions shall be provided via delivery to Escrow Agent by a representative of the Lessee designated on Exhibit A-1 attached hereto. All funds invested by Escrow Agent at the direction of Lessee in such short-term investments shall be deemed to be part of the Escrow Account and subject to all the terms and conditions of this Agreement. If any cash is received for the Escrow Account after the cut-off time for the designated short-term investment vehicle, the Escrow Agent shall hold such cash uninvested until the next Business Day. In the absence of written instructions from Lessee designating a short-term investment of cash in the Escrow Account, cash in the Escrow Account shall remain uninvested and it shall not be collateralized. Escrow Agent shall have no obligation to pay interest on cash in respect of any period during which it remains uninvested. Lessee shall be solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that they comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to the Escrow Agent for the reinvestment of any maturing investment. Accordingly, neither the Escrow Agent 339
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nor Lessor shall be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Escrow Account, and Lessee agrees to and does hereby release the Escrow Agent and Lessor from any such liability, cost, expenses, loss or claim. Interest on the Escrow Account shall become part of the Escrow Account, and gains and losses on the investment of the moneys on deposit in the Escrow Account shall be borne by the Lessee. The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the Escrow Account and shall not act, or be deemed to act, as an investment manager or adviser to the Lessee in respect of any selection of investments hereunder. The Escrow Agent shall not be responsible for any market decline in the value of the Escrow Account and has no obligation to notify Lessor and Lessee of any such decline or take any action with respect to the Escrow Account, except upon specific written instructions stated herein. For purposes of this Agreement, “Qualified Investments” means any investments which meet the requirements of California Government Code Sections 16340, 16429.1, 53601, 53601.6, 53601.8, 53635, 53635.2, 53635.8, 53638, and 53684.
(c) Unless the Escrow Account is earlier terminated in accordance with the provisions of paragraph (d) below, amounts in the Escrow Account shall be disbursed by the Escrow Agent in payment of amounts described in Section 2 hereof upon receipt of written instruction(s) from Lessor, as is more fully described in Section 2 hereof. If the amounts in the Escrow Account are insufficient to pay such amounts, Lessee shall provide any balance of the funds needed to complete the acquisition of the Equipment. Any moneys remaining in the Escrow Account on or after the earlier of (i) the expiration of the Acquisition Period or (ii) the date on which Lessee executes a Final Acceptance Certificate shall be applied as provided in Section 4 hereof.
(d) The Escrow Account shall be terminated at the earliest of (i) the final distribution of amounts in the Escrow Account, (ii) the date on which Lessee executes a Final Acceptance Certificate or (iii) written notice given by Lessor of the occurrence of an Event of Default under the Lease or termination of the Lease due to an Event of Non-appropriation.

Notwithstanding the foregoing, this Agreement shall not terminate nor shall the Escrow Account be closed until all funds deposited hereunder have been disbursed. (e) The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by it as the Escrow Agent, and for the disposition of the same in accordance herewith. Notwithstanding and without limiting the generality of the foregoing, concurrent with the execution of this Agreement, Lessee and Lessor, respectively, shall deliver to the Escrow Agent an authorized signers form in the form of Exhibit A-1 (Lessee) and Exhibit A-2 (Lessor) attached hereto. Notwithstanding the foregoing sentence, the Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by the parties or by a person or persons authorized by the parties. The Escrow Agent specifically allows for receiving direction by written or electronic transmission from an authorized 340
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representative with the following caveat, Lessee and Lessor agree to indemnify and hold harmless the Escrow Agent against any and all claims, losses, damages, liabilities, judgments, costs and expenses (including reasonable attorneys' fees) (collectively, "Losses") incurred or sustained by the Escrow Agent as a result of or in connection with the Escrow Agent’s reliance upon and compliance with instructions or directions given by written or electronic transmission given by each, respectively, provided, however, that such Losses have not arisen from the gross negligence or willful misconduct of the Escrow Agent, it being understood that forbearance on the part of the Escrow Agent to verify or confirm that the person giving the instructions or directions, is, in fact, an authorized person shall not be deemed to constitute gross negligence or willful misconduct.

In the event conflicting instructions as to the disposition of all or any portion of the Escrow Account are at any time given by Lessor and Lessee, the Escrow Agent shall abide by the instructions or entitlement orders given by Lessor without consent of the Lessee. (f) Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee agrees to and does hereby release and indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, does to the extent permitted by law indemnify the Escrow Agent against any and all expenses; including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. (g) If Lessee and Lessor shall be in disagreement about the interpretation of the Lease or this Agreement, or about the rights and obligations or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action including an interpleader action to resolve the disagreement. The Escrow Agent shall be reimbursed by Lessee for all costs, including reasonable attorneys’ fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in such action is received. (h) The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. (i) Lessee shall reimburse the Escrow Agent for all reasonable costs and expenses, including those of the Escrow Agent’s attorneys, agents and employees incurred for non-routine administration of the Escrow Account and the performance of the Escrow Agent’s powers and duties hereunder in connection with any Event of Default under the Lease, any termination of the Lease due to an Event of Non-appropriation or in connection with any dispute between Lessor and Lessee concerning the Escrow Account. The Lessor shall pay Escrow Agent a fee for its service rendered under this Agreement and in accordance with a fee schedule as separately agreed upon between the Escrow Agent and Lessor. As of the date of this Agreement, administration fees for Escrow Agent’s services hereunder have been waived. 341
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(j) The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its intention to resign and of the proposed date of resignation (the “Effective Date”), which shall be a date not less than 60 days after such notice is delivered to an express carrier, charges prepaid, unless an earlier resignation date and the appointment of a successor shall have been approved by the Lessee and Lessor. After the Effective Date, the Escrow Agent shall be under no further obligation except to hold the Escrow Account in accordance with the terms of this Agreement, pending receipt of written instructions from Lessor regarding further disposition of the Escrow Account.
(k) The Escrow Agent shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement and no implied duties responsibilities or obligations shall be read into this Agreement.
(l) In no event shall the Escrow Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (m) The Escrow Agent shall not be responsible for, or deemed to have knowledge of, the provisions or requirements of the Lease or any other document to which the Escrow Agent is not a party in its capacity as such.
(n) None of the provisions contained in this Agreement shall require the Escrow Agent to risk, use or advance its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties or the exercise of any of its rights or powers hereunder.

2. Acquisition of Property.
(a) Acquisition Contracts. Lessee will arrange for, supervise and provide for, or cause to be supervised and provided for, the acquisition of the Equipment, with moneys available in the Escrow Account. Lessee represents the estimated costs of the Equipment are within the funds estimated to be available therefor, and Lessor makes no warranty or representation with respect thereto. Lessor shall have no liability under any of the acquisition or construction contracts. Lessee shall obtain all necessary permits and approvals, if any, for the acquisition, equipping and installation of the Equipment, and the operation and maintenance thereof. Escrow Agent shall have no duty to monitor or enforce Lessee’s compliance with the foregoing covenant. (b) Authorized Escrow Account Disbursements. It is agreed as between Lessee and Lessor that disbursements from the Escrow Account shall be made for the purpose of paying (including the reimbursement to Lessee for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Equipment. (c) Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation 342
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of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee.

Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:

1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and

2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor.

Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.

3. Deposit to Escrow Account. Upon satisfaction of the conditions specified in Section 3.04 of the Lease, Lessor will cause the Acquisition Amount to be deposited in the Escrow Account. Lessee agrees to pay any costs with respect to the Equipment in excess of amounts available therefor in the Escrow Account.

4. Excessive Escrow Account. Upon receipt of written instructions from Lessor including a representation that one of the following conditions has been satisfied (upon which representation Escrow Agent shall conclusively rely), any funds remaining in the Escrow Account on or after the earlier of (a) the expiration of the Acquisition Period or (b) the date on which Lessee executes a Final Acceptance Certificate, or upon a termination of the Escrow Account as otherwise provided herein, shall be distributed by the Escrow Agent to the Lessor in order for the Lessor to apply such funds to amounts owed by Lessee under the Lease in accordance with Section 4.07 of the Lease.

5. Security Interest. The Escrow Agent and Lessee acknowledge and agree that the Escrow Account and all proceeds thereof are being held by Escrow Agent for disbursement or return as set forth herein. Lessee hereby grants to Lessor a first priority perfected security interest in the Escrow Account, and all proceeds thereof, and all investments made with any amounts in the Escrow Account. If the Escrow Account, or any part thereof, is converted to investments as set forth in this Agreement, such investments shall be made in the name of Lessee, or Escrow Agent for the benefit of Lessee, and the Escrow Agent hereby agrees to hold such investments as 343
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bailee for Lessor so that Lessor is deemed to have possession of such investments for the purpose of perfecting its security interest.

6. Control of Escrow Account. In order to perfect Lessor’s security interest by means of control in (i) the Escrow Account established hereunder, (ii) all securities entitlements, investment property and other financial assets now or hereafter credited to the Escrow Account, (iii) all of Lessee’s rights in respect of the Escrow Account, such securities entitlements, investment property and other financial assets, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property (collectively, the “Collateral”), Lessor, Lessee and Escrow Agent further agree as follows:
(a) All terms used in this Section 6 which are defined in the Commercial Code of the state of City of South Lake Tahoe, California (“Commercial Code”) but are not otherwise defined herein shall have the meanings assigned to such terms in the Commercial Code, as in effect on the date of this Agreement.
(b) Escrow Agent will comply with all entitlement orders originated by Lessor with respect to the Collateral, or any portion of the Collateral, without further consent by Lessee. (c) Provided that account investments shall be held in the name of the Escrow Agent, Escrow Agent hereby represents and warrants (a) that the records of Escrow Agent show that Lessee is the sole owner of the Collateral, (b) that Escrow Agent has not been served with any notice of levy or received any notice of any security interest in or other claim to the Collateral, or any portion of the Collateral, other than Lessor’s claim pursuant to this Agreement, and (c) that Escrow Agent is not presently obligated to accept any entitlement order from any person with respect to the Collateral, except for entitlement orders that Escrow Agent is obligated to accept from Lessor under this Agreement and entitlement orders that Escrow Agent, subject to the provisions of paragraph (e) below, is obligated to accept from Lessee. (d) Without the prior written consent of Lessor, Escrow Agent will not enter into any agreement by which Escrow Agent agrees to comply with any entitlement order of any person other than Lessor or, subject to the provisions of paragraph (e) below, Lessee, with respect to any portion or all of the Collateral. Escrow Agent shall promptly notify Lessor if any person requests Escrow Agent to enter into any such agreement or otherwise asserts or seeks to assert a lien, encumbrance or adverse claim against any portion or all of the Collateral. (e) Except as otherwise provided in this paragraph (e) and subject to Section 1(b) hereof, Lessee may effect sales, trades, transfers and exchanges of Collateral within the Escrow Account, but will not, without the prior written consent of Lessor, withdraw any Collateral from the Escrow Account. Escrow Agent acknowledges that Lessor reserves the right, by delivery of written notice to Escrow Agent, to prohibit Lessee from effecting any withdrawals (including withdrawals of ordinary cash dividends and interest income), sales, trades, transfers or exchanges of any Collateral held in the Escrow Account. Further, Escrow Agent hereby agrees to comply with any and all written instructions delivered by Lessor to Escrow Agent (once it has had a reasonable opportunity to comply therewith) and has no obligation to, and will not, investigate the reason for any action taken by Lessor, the amount of any obligations of Lessee to Lessor, the 344
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validity of any of Lessor’s claims against or agreements with Lessee, the existence of any defaults under such agreements, or any other matter.
(f) Lessee hereby irrevocably authorizes Escrow Agent to comply with all instructions and entitlement orders delivered by Lessor to Escrow Agent. (g) Escrow Agent will not attempt to assert control, and does not claim and will not accept any security or other interest in, any part of the Collateral, and Escrow Agent will not exercise, enforce or attempt to enforce any right of setoff against the Collateral, or otherwise charge or deduct from the Collateral any amount whatsoever. (h) Escrow Agent and Lessee hereby agree that any property held in the Escrow Account shall be treated as a financial asset under such section of the Commercial Code as corresponds with Section 8-102 of the Uniform Commercial Code, notwithstanding any contrary provision of any other agreement to which Escrow Agent may be a party. (i) Escrow Agent is hereby authorized and instructed, and hereby agrees, to send to Lessor at its address set forth in Section 8 below, concurrently with the sending thereof to Lessee, duplicate copies of any and all monthly Escrow Account statements or reports issued or sent to Lessee with respect to the Escrow Account.
(j) Escrow Agent has no responsibility with respect to the validity or perfection of the security interest other than to act in accordance with the express terms of this Agreement.

7. Information Required Under USA PATRIOT ACT. The parties acknowledge that in order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Agreement agree that they will provide to the Escrow Agent such information as it may request, from time to time, in order for the Escrow Agent to satisfy the requirements of Applicable Law, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

8. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease. This Agreement may not be amended except in writing signed by all parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument and each shall have the force and effect of an original and all of which together constitute, and shall be deemed to constitute, one and the same instrument. Notices hereunder shall be made in writing and shall be deemed to have been duly given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its address below.
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Notices and other communications hereunder may be delivered or furnished by electronic mail provided that any formal notice be attached to an email message in PDF format and provided further that any notice or other communication sent to an e-mail address shall be deemed received upon and only upon the sender’s receipt of affirmative acknowledgement or receipt from the intended recipient. For purposes hereof no acknowledgement of receipt generated on an automated basis shall be deemed sufficient for any purpose hereunder or admissible as evidence of receipt.

If to Lessor: Banc of America Public Capital Corp
11333 McCormick Road
Mail Code: MD5-032-07-05
Hunt Valley, MD 21031
Attn: Contract Administration
Fax: (443) 541-3057
If to Lessee: City of South Lake Tahoe, California
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA96150
Olga Tikhomirova, Director of Finance
Phone: (530) 542-7431
Fax: (530) 542-6041
[email protected]
With copies to
Andrew Black, Financial Services Supervisor
Phone: (530) 542-6016
Fax: (530) 542-6041
[email protected]
Keith Roberts, Mayor Pro Tem
Phone: (530) 318-2840
[email protected]
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If to Escrow Agent Deutsche Bank National Trust Company Trust and Agency Services
1 Columbus Circle, 17th Floor
Mail Stop: NYC01-1710
New York, NY 10019
Attention: Escrow Team, AA8760
Email: [email protected]
Facsimile: (732) 578-4593
With a copy to:

Deutsche Bank National Trust Company
Trust and Agency Services
1761 E. Saint Andrew Place
Mail Stop: STA02-0101
Santa Ana, CA 92705
Attn: Escrow Team, AA8760
Email: [email protected]

9. Lessee and Lessor understand and agree that they are required to provide the Escrow Agent with a properly completed and signed Tax Certification (as defined below) and that the Escrow Agent may not perform its duties hereunder without having been provided with such Tax Certification. As used herein “Tax Certification” shall mean an IRS form W-9 or W-8 as described above. The Escrow Agent will comply with any U.S. tax withholding or backup withholding and reporting requirements that are required by law. With respect to earnings allocable to a foreign person, the Escrow Agent will withhold U.S. tax as required by law and, if required, report such earnings and taxes withheld, if any, for the benefit of such foreign person on IRS Form 1042-S (or any other required form), unless such earnings and withheld taxes are exempt from reporting under Treasury Regulation Section 1.1461-1(c)(2)(ii) or under other applicable law.

With respect to earnings allocable to a United States person, the Escrow Agent will report such income, if required, on IRS Form 1099 or any other form required by law. The IRS Forms 1099 and/or 1042-S shall show the Escrow Agent as payor and Lessee as payee. Escrow Agent shall recognize Lessee as the designated party for regulatory reporting purposes.

Lessee and Lessor agree that they are not relieved of their respective obligations, if any, to prepare and file information reports under Code Section 6041, and the Treasury regulations thereunder, with respect to amounts of imputed interest income, as determined pursuant to Code Sections 483 or 1272. The Escrow Agent shall not be responsible for determining or reporting such imputed interest.

10. This Agreement shall be governed by and construed in accordance with the laws of the State of California, with the exception of the services of the Escrow Agent, which shall be construed and governed in accordance with the laws of the State of New York, and the parties hereto consent to jurisdiction in the State of California and venue in any applicable state or Federal court located in the State of California that has jurisdiction over the Lessee. 347
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11. Any bank or corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may transfer a substantial amount of its escrow business, shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding. Any bank or corporation into which the Lessor may be merged or with which it may be consolidated, or any bank or corporation to whom the Lessor may transfer a substantial amount of its business, shall be the successor to the Lessor without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.

12. This Agreement may be amended, modified, and/or supplemented only by an instrument in writing executed by all parties hereto.

13. Neither the Lessor nor the Lessee shall assign its rights hereunder until its assignee has submitted to the Escrow Agent (i) Patriot Act disclosure materials and any additional information reasonably required by the Escrow Agent and the Escrow Agent has determined that on the basis of such materials it may accept such assignee as a customer and (ii) assignee has delivered an IRS Form W-8 or W-9, as appropriate, to the Escrow Agent which the Escrow Agent has determined to have been properly signed and completed.

14. Escrow Agent will treat information related to this Agreement as confidential but, unless prohibited by law, Lessee and Lessor authorize the transfer or disclosure of any information relating to the Agreement to and between the subsidiaries, officers, affiliates, independent or internal auditor, regulatory and self-regulatory authorities, agents and other representatives and advisors of Escrow Agent and third parties selected by any of them, wherever situated, for confidential use in the ordinary course of business, and further acknowledge that Escrow Agent and any such subsidiary, officer, affiliate or third party may transfer or disclose any such information as required by any law, rule, regulation, court, regulator, governmental agency or authority (including, without limitation, taxing authorities) or legal process, including, without limitation, pursuant to any subpoena, civil investigative demand or similar demand or request of any court, arbitrator or arbitration to which the Escrow Agent or an affiliate or an officer, director, employee or shareholder thereof is a party. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Escrow Agent from sources other than the Lessor or the Lessee, (ii) disclosure as required pursuant to this Agreement, (iii) disclosure of any and all information to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any respects of the Escrow Agent’s business or that of its affiliates or (iv) any other disclosure authorized by the Lessee and the Lessor.

Lessor will treat information related to this Agreement as confidential but, unless prohibited by law, Escrow Agent and Lessee authorize the transfer or disclosure of any information relating to the Agreement to and between the subsidiaries, officers, affiliates, other representatives and advisors of Lessor and debt and equity sources and third parties selected by any of them, and to their prospective assignees wherever situated, for confidential use in the ordinary course of business, and further acknowledge that Lessor and any such subsidiary, officer, affiliate, debt and equity source or third party or prospective assignee may transfer or disclose any such information as required by any law, court, regulator or legal process. 348
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Lessee will treat the terms of this Agreement as confidential except on a "need to know" basis to persons within or outside Lessee’s organization (including affiliates of such party), such as attorneys, accountants, bankers, financial advisors, auditors and other consultants of such party and its affiliates, except as required by any law, court, regulator or legal process and except pursuant to the express prior written consent of the other parties, which consent shall not be unreasonably withheld.

15. This Agreement, the Lease and any other documents or instruments executed by either party in connection herewith and therewith (collectively the “Related Documents”), may be executed and delivered by facsimile signature or other electronic or digital means (including, without limitation, Adobe’s Portable Document Format (“PDF”)). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable contract between them. The exchange and delivery of the Related Documents and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes. Notwithstanding the foregoing, at the request of either party, the parties hereto agree to exchange inked original replacement signature pages as soon thereafter as reasonably practicable.
[Remainder of page intentionally left blank; signature page follows] 349
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In Witness Whereof, the parties have executed this Escrow and Account Control Agreement as of the date first above written.

Banc of America Public Capital Corp City of South Lake Tahoe, California as Lessor as Lessee
By: By:

Name: Name: Keith Roberts
Title: Title: Mayor Pro Tem
Deutsche Bank National Trust Company (SEAL)
as Escrow Agent
By: By: ________________________________
Name: Name: _____________________________
Title: Title: ______________________________
ATTEST:

By: By:________________________________
Name: Name: Susan Blankenshhip
Title: Title: City Clerk
[Escrow and Account Control Agreement (Equipment Schedule No. 2)] 350
SCHEDULE 1
to the Escrow and Account Control Agreement

FORM OF DISBURSEMENT REQUEST
Re: Equipment Schedule No. 2, dated as of March 17, 2026, to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee (the “Lease”) (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.) In accordance with the terms of the Escrow and Account Control Agreement, dated as of March 17, 2026 (the “Escrow and Account Control Agreement”), by and among Banc of America Public Capital Corp (“Lessor”), the City of South Lake Tahoe, California (“Lessee”) and Deutsche Bank National Trust Company, as escrow agent, (the “Escrow Agent”), the undersigned hereby requests the Escrow Agent pay the following persons the following amounts from the Escrow Account created under the Escrow and Account Control Agreement for the following purposes:

Disbursement Amounts:

Payee’s Name and Address Invoice Number Dollar Amount Purpose <Payee’s Name>
<Payee Address 1>
<Payee Address 2>
<Payee Address 3>
<Payee Bank Name*>
<Payee Bank ABA/Routing*>
<Payee Bank Account No*>
<Payee Account Name*>
<*Payee Address and Payee Bank
information is required. >
<invoice list OR “see
attached” with a
spreadsheet>
< invoice amount> <general description of
equipment; ex “police cruiser”>
<Payee’s Name>
<Payee Address 1>
<Payee Address 2>
<Payee Address 3>
<Payee Bank Name*>
<Payee Bank ABA/Routing*>
<Payee Bank Account No*>
<Payee Account Name*>
<*Payee Address and Payee Bank
information is required.>
<invoice list OR “see
attached” with a
spreadsheet>
<invoice amount> <general description of
equipment; ex “police cruiser”>
Lessee hereby represents, covenants and warrants for the benefit of Lessor on the date hereof as follows:
351
(i) (a) Each obligation specified in the table herein titled as “Disbursement Amounts” has been incurred by Lessee in the stated amount, (b) the same is a proper charge against the Escrow Account for costs relating to the Equipment identified in the Lease, and (c) has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof).
(ii) Each item of Equipment relating to an obligation specified in the table herein titled as “Disbursement Amounts” has been delivered, installed and accepted by Lessee. Attached hereto is a copy of the invoice with respect to such obligation.
(iii) The undersigned, as Authorized Representative, has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made.
(iv) This requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee).
(v) The Equipment is insured in accordance with the Lease. (vi) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default, under the Lease has occurred and is continuing at the date hereof. No Event of Non-appropriation has occurred or is threatened with respect to the Lease. (vii) The disbursement shall occur during the Acquisition Period. (viii) The representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof.
(ix) No Material Adverse Change has occurred since the date of the execution and delivery of the Lease. (x) The information in this Disbursement Request regarding each Payee, including their respective name, address and wiring instructions, (collectively, the “Payee Information”) is true and correct, such Payee Information has been verified and confirmed by Lessee and the Lessor can rely on Lessee’s verification and confirmation of the accuracy of such Payee Information. Lessee hereby acknowledges and agrees that any call-back performed by Lessor to verify the disbursement instructions pursuant to this Disbursement Request shall be made to Lessee only and Lessor shall have no obligation to call-back any Payee listed above. 352
Dated:

CITY OF SOUTH LAKE TAHOE, CALIFORNIA
By:

Name: ______________________________
Title: _______________________________
Disbursement of funds from the Escrow
Account in accordance with the foregoing
Disbursement Request hereby is authorized

BANC OF AMERICA PUBLIC CAPITAL CORP
as Lessor under the Lease
By:

Name:

Title:
353
SCHEDULE 2
to the Escrow and Account Control Agreement

FORM OF INVESTMENT DIRECTIVE
Date
Deutsche Bank National Trust Company
Trust and Agency Services
1 Columbus Circle, 17th Floor
Mail Stop NYC01-1710
New York, NY 10019
Attn: Escrow Team, [Insert Deal ID]
In accordance with the provisions of the Escrow and Account Control Agreement, dated as of March 17, 2026, the undersigned hereby directs you in your capacity as Escrow Agent to invest the monies held in the below listed account as indicated:

DESCRIPTION INVESTMENT
[Account Name] [Instrument Vehicle]
[Account number]
It is understood that this is a standing investment directive, to be in effect until such time as you have received from us another written investment directive.

In addition, we hereby acknowledge the disclosures in Schedule A below.

City of South Lake Tahoe, California
By:___________________________
Name:_________________________
Title:__________________________
Date: _________________________
354
Schedule A
Deutsche Bank National Trust Company (“DB”) Disclosures to Clients:

Time Deposits
• If you choose to invest in a time deposit, you have contracted to keep your funds on deposit for a fixed term. You may not withdraw all or part of a time deposit during this fixed term. In the event, however, that DB permits you, in its sole discretion, to withdraw funds from the deposit, in whole or in part, within six days of the deposit or within six days of the most recent partial withdrawal, DB must charge at least seven days' simple interest on the amount withdrawn.

Money Market Funds (MMFs)
• Unless otherwise instructed, DB will place orders to buy/sell financial instruments, shares of Money Market Funds (“MMFs”) (including proprietary MMFs), fixed-income securities fully guaranteed as to principal and interest by the U.S. government or an agency thereof (“Government Securities”), or other non-MMF securities or currencies with Deutsche Bank Securities, Inc., an affiliated registered broker-dealer of DB (“DBSI”), or an unaffiliated third-party broker-dealer. By executing the agreement, you authorize DB to use DBSI or another broker-dealer, as more fully specified below, to effect securities or currency transactions. In connection with these transactions, DB or DBSI will receive compensation.
• If you choose to invest in a proprietary MMF, DB and/or its affiliates will earn investment management fees and other fees associated with these MMFs, as disclosed in the MMF’s prospectus provided to you. Also, DB and DBSI have entered into agreements with certain MMFs, including proprietary MMFs, or their agents to provide shareholder services to those MMFs. DB or DBSI is paid a fee by the MMFs for providing these shareholder services that calculated on an annual basis does not exceed a specified amount (up to 80 basis points) of the amount of your investment in these MMFs. The existence of these fees is disclosed in the relevant MMF’s prospectus. • If you choose to invest in Government Securities or other non-MMF securities, upon your instruction DB will place orders for those securities in its own name and for your account with a third-party broker-dealer, which will execute, clear and settle the orders. At that time, the Government Securities or other non-MMF securities purchased at your instruction will be allocated to your account. DB will earn compensation from the broker-dealer in the form of a fixed dollar fee per calendar month or per quarter for all Government Securities purchased or sold for all its client accounts through the broker-dealer during that same period. • If you choose to use other services provided by DB or any of its affiliates, DB or other DB affiliates may be allocated a portion of the fees earned. DB will provide periodic account statements describing transactions executed for your account(s). Trade confirms will be available upon your request at no additional charge. • Shares of MMFs and non-MMF securities are not deposits or obligations of, or guaranteed by, DB or any of its affiliates and are not insured by the Federal Deposit Insurance Corporation or any other agency of the U.S.

Government. Investments in the MMFs involve the possible loss of principal. Please read the prospectus carefully before investing.
• Government Securities are not deposits or obligations of, or guaranteed by, DB or any of its affiliates and are not insured by the Federal Deposit Insurance Corporation. Government Securities are fully guaranteed as to principal and interest by the U.S. government or an agency thereof. The market value of Government Securities, however, may fluctuate over time, and at any given time, the market value of the Government Securities purchased by you may be greater or less than the face value of the securities. 355
[AN “EXHIBIT A-1” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT] EXHIBIT A-1

INCUMBENCY AND AUTHORIZATION CERTIFICATE
The undersigned, a duly elected or appointed and acting City Clerk of the City of South Lake Tahoe, California (“Lessee”) certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the “Officials”) in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; B. The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the Equipment Schedule No. 2, dated as of March 17, 2026, to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 by and between Lessee and Banc of America Public Capital Corp (“Lessor”), the Escrow and Account Control Agreement dated as of March 17, 2026, by and among Lessor, Lessee and Deutsche Bank National Trust Company, as Escrow Agent, all documents related thereto and delivered in connection therewith, and any future modification(s) or amendments thereof (collectively, the “Operative Agreements”), and the Operative Agreements each are the binding and authorized agreements of Lessee, enforceable in all respects in accordance with their respective terms.

Name of Official Title Signature
Keith Roberts Mayor Pro Tem _____________________
Hilary Roverud Interim City Manager _____________________ Olga Tikhomirova Director of Finance _____________________ DATED: MARCH 17, 2026 BY: ______________________________ NAME: Susan Blankenship
TITLE: City Clerk
(The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) 356
[AN “EXHIBIT A-2” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT] EXHIBIT A-2

TO BE PROVIDED
Certificate of Authorized Representatives – [Lessor]
357

MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Equipment Lease/Purchase Agreement (the "Agreement ") dated as of April

6. 2023, and entered into by and between Banc of America Public Capital Corp, a Kansas corporation (together with its successors, assigns and transferees, and as more particularly defined herein, "Lessor "), and the City of South Lake Tahoe, California, a city existing under the laws of the State of California ( "Lessee").

WITNESSETH:

WHEREAS, Lessee desires to lease and acquire from Lessor certain Equipment described in each Equipment Schedule (as each such term is defined herein), subject to the terms and conditions of and for the purposes set forth in each Lease; and WHEREAS, the relationship between the parties shall be a continuing one and items of equipment and other personal property may be financed pursuant to one or more Leases entered into from time to time in accordance with this Agreement by execution and delivery of additional Equipment Schedules by the parties hereto, subject to the terms and conditions provided herein; and
WHEREAS, Lessee is authorized under the constitution and laws of the State (as such term is defined herein) to enter into this Agreement and each Equipment Schedule for the purposes set forth herein and therein;
Now, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows:

ARTICLE I
Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Acquisition Amount" means, with respect to each Lease, the amount specified in the related Equipment Schedule and represented by Lessee to be sufficient for the purpose of acquiring and installing the Equipment listed in such Lease. "Acquisition Period" means, with respect to each Lease for which an Escrow Account is established, that period identified in the related Equipment Schedule during which the Acquisition Amount attributable to such Lease may be expended on Equipment Costs pursuant to the related Escrow Agreement.
"Agreement " means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to this Agreement pursuant to Section 13.04.

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"Casualty Value" means, with respect to each Lease, the amount that is shown on the Payment Schedule for each Rental Payment Date under the column titled either (i) the Prepayment Price or (ii) the "Casualty Value", if any.
"Code " means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code in this Agreement and a Lease shall be deemed to include the relevant United States Treasury Regulations proposed or in effect thereunder. "Commencement Date" means, for each Lease, the date when Lessee's obligation to pay rent commences under such Lease, which date shall be the earlier of (a) the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.0 I, or (b) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in such Lease. "Contract Rate " means, with respect to each Lease, the rate identified as such in the related Payment Schedule.
"Disbursement Request " means, with respect to each Lease for which an Escrow Account is established, the disbursement request attached to the applicable Escrow Agreement as Schedule I and made a part thereof.
"Equipment " means, with respect to each Lease, the property listed in the related Equipment Schedule and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Article V or Section 8.01 . Whenever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment.
"Equipment Costs" means, with respect to each Lease, the total cost of the Equipment listed in the related Equipment Schedule, including related soft costs such as freight, installation and taxes and other capitalizable costs, legal fees, financing costs and other costs necessary to vest full, clear legal title to the Equipment in Lessee, subject to the security interest granted to and retained by Lessor as set forth in each Lease, and other costs incurred in connection with the acquisition, installation and/or financing of the Equipment as provided in the related Lease; provided that (a) any such soft costs on a cumulative basis shall not exceed a percentage approved by Lessor of the total cost of the Equipment subject to such Lease and (b) in no event shall capitalizable delivery costs, installation charges, taxes and similar capitalizable soft costs relating to such Equipment be included without Lessor's prior consent. "Equipment Schedule " means each separately numbered Equipment Schedule, substantially in the form of either Exhibit A-1 (general Equipment) or Exhibit A-2 (energy services Equipment) hereto, together with the related Payment Schedule.

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"Escrow Account " means, with respect to any Lease, the account established and held by the Escrow Agent pursuant to the related Escrow Agreement. "Escrow Agent " means, with respect to each Lease for which an Escrow Account is established, the Escrow Agent identified in the related Escrow Agreement, and its successors and assigns.
"Escrow Agreement " means, with respect to each Lease for which an Escrow Account is established, an Escrow and Account Control Agreement in form and substance acceptable to and executed by Lessee, Lessor and the Escrow Agent, pursuant to which an Escrow Account is established and administered.
"Event of Default " means an Event of Default described in Section 12.01. "Event of Non-appropriation " means, with respect to a Lease, the failure of Lessee 's governing body to appropriate or otherwise make available funds to pay Rental Payments under such Lease following the Original Term or then current Renewal Term sufficient for the continued performance of such Lease by Lessee.
"Lease" means an Equipment Schedule and the terms and provisions of this Agreement which are incorporated by reference into such Equipment Schedule. "Lease Term " means, with respect to each Lease, the Original Term and all Renewal Terms provided in the related Equipment Schedule.
"Lessee " means the entity referred to as Lessee in the first paragraph of this Agreement. "Lessor " means (a) the entity referred to as Lessor in the first paragraph of this Agreement and its successors or (b) any assignee or transferee pursuant to Section 11.01 of any right, title or interest of Lessor in and to the Equipment under the applicable Lease (including the Rental Payments and other amounts due thereunder), any related Escrow Agreement and Escrow Account, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform hereunder or under such Lease. "Material Adverse Change" means (a) any change in Lessee 's creditworthiness that could have a material adverse effect on (i) the financial condition or operations of Lessee, or (ii) Lessee's ability to perform its obligations under this Agreement or any Lease or (b) a downgrade in Lessee 's external debt rating from the date of this Agreement of two or more subgrades by either Moody's Investors Service, Inc. or S&P Global Ratings or any equivalent successor credit rating agency, or any downgrade by either such agency that would cause Lessee's credit rating to be below investment grade, or, if any such rating agency no longer publishes such ratings at the date of determination, any other nationally recognized statistical rating organization that is selected by Lessee for purposes of such long-term general obligation bond ratings and long-term general fund related bond ratings.

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"Original Term " means, with respect to each Lease, the period from the Commencement Date identified in the related Equipment Schedule until the end of the fiscal year of Lessee in effect at such Commencement Date.
"Outstanding Balance " means, with respect to each Lease, the amount that is shown for each Rental Payment Date under the column titled "Outstanding Balance" on the Payment Schedule.
"Payment Schedule " means, with respect to each Lease, the Payment Schedule attached to and made a part of the related Equipment Schedule and substantially in the form of Exhibit B attached to this Agreement.
"Prepayment Price " means, with respect to each Lease, the amount that is shown for each Rental Payment Date under the column titled "Prepayment Price" on the Payment Schedule. "Principal Portion " means, with respect to each Lease, the amount that is shown for each Rental Payment Date under the column titled "Principal Portion" on the Payment Schedule. "Related Documents" means, with respect to each Lease, the Lease, this Agreement and, if applicable, the related Escrow Agreement, each as may be amended and supplemented. "Renewal Terms" means, with respect to each Lease, the consecutive renewal terms of such Lease as specified in the related Equipment Schedule, the first of which commences immediately after the end of the Original Term and each having a duration and a term coextensive with each successive fiscal year of Lessee; provided that the final such Renewal Term shall commence on the first day of the last such fiscal year and end on the first business day after the last scheduled Rental Payment Date.
"Rental Payment Date" means, with respect to each Lease, each date on which Lessee is required to make a Rental Payment under such Lease as specified in the related Payment Schedule.
"Rental Payments" means, with respect to each Lease, the basic rental payments payable by Lessee on the Rental Payment Dates and in the amounts as specified in the related Payment Schedule, consisting of a principal component and an interest component, and in all cases sufficient to repay the principal component under such Lease and interest thereon at the applicable Contract Rate (or Taxable Rate if then in effect). "SEC' means the U.S. Securities and Exchange Commission. "State" means the State of California.
"Taxable Rate " means, with respect to each Lease, for each day that the interest component of Rental Payments is taxable for Federal income tax purposes, an interest rate equal to the Contract Rate plus a rate sufficient such that the total interest to be paid on any Rental 4 MELPA BAPCC
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Payment Date would, after such interest was reduced by the amount of any Federal, state or local income tax (including any interest, penalties or additions to tax) actually imposed thereon, equal the amount of interest otherwise due to Lessor.
"Vendor " means the manufacturer, installer or supplier of the Equipment listed in an Equipment Schedule or any other person as well as the agents or dealers of the manufacturer, installer or supplier with whom Lessee arranged Lessee's acquisition, installation, maintenance and/or servicing of the Equipment pursuant to the applicable Lease. "Vendor Agreement" means any contract entered into by Lessee and any Vendor for the acquisition, installation, maintenance and/or servicing of the Equipment under a Lease.

ARTICLE II
Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows:
(a) Lessee is a political subdivision of the State within the meaning of Section I 03( c) of the Code, duly organized and existing under the constitution and laws of the State, with full power and authority to enter into the Related Documents and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee has duly authorized the execution and delivery of the Related Documents by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Related Documents.
(c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. o Event of Non-appropriation has occurred or is threatened with respect to any Lease. (d) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a city of the State. (e) Lessee has complied with such procurement and public bidding requirements as may be applicable to the Related Documents and the acquisition and installation by Lessee of the Equipment as provided in each Lease. (f) During the Lease Term under each Lease, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority. Lessee 5 MELPA BAPCC
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does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to be paid under the related Lease.
(g) Lessee has kept, and throughout the Lease Term of each Lease shall keep, its books and records in accordance with generally accepted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including (1) a balance sheet, (2) statement of revenues, expenses and changes in fund balances for budget and actual, (3) statement of cash flows, and ( 4) footnotes, schedules and attachments to the financial statements) within two hundred seventy (270) days after the end of its fiscal year, (ii) such other financial statements and information as Lessor may reasonably request, and (iii) upon Lessor's request, its annual budget for any prior or current fiscal year or for the following fiscal year when approved but not later than thirty (30) days prior to the end of its current fiscal year. The financial statements described in this subsection (g)(i) shall be accompanied by an unqualified opinion of Lessee 's independent auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns.
(h) Lessee has an immediate need for the Equipment listed on each Equipment Schedule and expects to make immediate use of the Equipment listed on each Equipment Schedule. Lessee's need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish during the related Lease Term.
(i) The payment of the Rental Payments or any portion thereof is not (under the terms of any Lease or any underlying arrangement) directly or indirectly (x) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (y) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. No portion of the Acquisition Amount relating to any Lease will be used, directly or indirectly, to make or finance loans to any person other than Lessee.

Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment.

G) There is no pending litigation, tax claim, proceeding or dispute that may adversely affect Lessee 's financial condition or impairs its ability to perform its obligations under the Related Documents. Lessee will, at its expense, maintain its legal existence and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor's first priority security interest in the Equipment and the Escrow Account and Lessor's rights and benefits under each Lease and related Escrow Agreement. 6 MELPA BAPCC
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/
(k) Lessee is the fee owner of the real estate where the Equipment under each Lease is and will be located (the "Real Property") and has good and marketable title thereto, and there exists no mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such Real Property. (I) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (m) In connection with the Lessee's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the Lessee pursuant to SEC Rule l 5c2- l 2 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the Lessee may be required to file with the Municipal Securities Rulemaking Board 's Electronic Municipal Market Access system, or its successor ("EMMA"), notice of its incurrence of its obligations under the Related Documents and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with the Related Documents, in each case including posting a full copy thereof or a description of the material terms thereof (each such posting, an "EMMA Posting"). Except to the extent required by applicable law, including the Rule, the Lessee shall not file or submit or permit the filing or submission of any EMMA Posting that includes the following unredacted confidential information about the Lessor or its affiliates and any Escrow Agent in any portion of such EMMA Posting: address and account information of the Lessor or its affiliates and any Escrow Agent; e-mail addresses telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lessor or its affiliates and any Escrow Agent; and the form of Disbursement Request that is attached to the Escrow Agreement.

The Lessee acknowledges and agrees that the Lessor and its affiliates are not responsible for the Lessee's or any other entity's (including, but not limited to, any broker-dealer's) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities or other laws, including but not limited to those relating to the Rule.

ARTICLE III
Section 3.01. Lease of Equipment. Subject to the terms and conditions of this Agreement, Lessor agrees to provide the funds specified in each Lease to be provided by it for Lessee to acquire the Equipment described in the related Equipment Schedule. Upon the execution and delivery of each Lease, Lessor thereby demises, leases and transfers to Lessee, and Lessee thereby acquires, rents and leases from Lessor, the Equipment as set forth in such Lease and in accordance with the terms thereof. The Lease Term for each Lease may be continued, solely at 7 MELPA BAPCC
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the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the next Renewal Term unless Lessee shall have terminated such Lease pursuant to Section 3.03 or Section 10.01 of this Agreement. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. Each Equipment Schedule signed and delivered by Lessor and Lessee pursuant to this Agreement shall constitute a separate and independent lease and installment purchase of the Equipment therein described.

Section 3.02. Continuation of Lease Term. Lessee intends, subject to Section 3.03 hereof, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments due thereunder. Lessee affirms that sufficient funds are legally available for the current fiscal year, and Lessee reasonably believes that an amount sufficient to make all Rental Payments during the entire Lease Term of each Lease can be obtained from legally available funds of Lessee. Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due under each Lease, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the Lease Term for any Renewal Term for each Lease is within the sole discretion of the governing body of Lessee.

Section 3.03. Non-appropriation. Lessee is obligated only to pay such Rental Payments under each Lease as may lawfully be made during Lessee's then current fiscal year from funds budgeted and appropriated for that purpose. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under any Lease following the then current Original Term or Renewal Term, such Lease or Leases shall be deemed terminated at the end of the then current Original Term or Renewal Term thereunder. Lessee agrees to deliver notice to Lessor of such termination promptly after any decision to non-appropriate is made, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If any Lease is terminated in accordance with this Section 3.03, Lessee agrees to cease use of the Equipment thereunder and peaceably remove and deliver to Lessor, at Lessee 's sole expense (from legally available funds), such Equipment to Lessor at the location(s) to be specified by Lessor on or before the end of the applicable Original Term or Renewal Term for which Rental Payments have been appropriated for the applicable Lease (each, a "NonAppropriation Return Date"). Lessor may take whatever action at law or in equity as may be necessary or desirable to enforce Lessee 's obligations in the immediately preceding sentence.

Without limiting or reducing in any way Lessee's obligations in the second preceding sentence or Lessor's rights in the immediately preceding sentence, if the Lessee fails to return the Equipment to Lessor on or before the applicable Non-Appropriation Return Date pursuant to this Section 3.03, Lessee shall pay month-to-month rent at the Contract Rate (or the Taxable Rate if then in effect) set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment thereunder pursuant to this Section 3.03. 8 MELPA BAPCC
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Section 3.04. Conditions to Lessor's Performance. (a) As a prerequ1s1te to the performance by Lessor of any of its obligations pursuant to any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Equipment Schedule, executed by Lessee; (ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form attached hereto as Exhibit I, satisfactory to Lessor and executed by Lessee and the Escrow Agent;
(iii) A certified copy of a resolution, ordinance or other official action of Lessee's governing body, substantially in the form attached hereto as Exhibit C-JA or Exhibit C-1 B, as applicable, authorizing the execution and delivery of this Agreement and the applicable Lease and related Escrow Agreement, if any, entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the applicable Lease and related Escrow Agreement, if any, entered into pursuant hereto; (iv) A Certificate completed and executed by the Clerk or Secretary or other comparable officer of Lessee, substantially in the form attached hereto as Exhibit C-2A or Exhibit C-2B, as applicable, completed to the satisfaction of Lessor; (v) An opinion of counsel to Lessee, substantially in the form attached hereto as Exhibit D, and otherwise satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7 .02 hereof; (vii) All documents, including financing statements, affidavits, notices and similar instruments, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02 hereof;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located; (ix) Reserved;
(x) A copy of the Form 8038-G with respect to the Lease then being entered into, fully completed and executed by Lessee;
(xi) In the event that Lessee is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Commencement Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the date of such resolution;

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(xii) If any items of Equipment are motor vehicles, properly completed certificates of title or certificates of origin (or applications therefor) for such vehicles with Lessor's interest noted thereon in accordance with the instructions of Lessor; (xiii) Copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.0 I (b) hereof;
(xiv) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xv) Such other items as are set forth in the related Equipment Schedule or are reasonably required by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under the Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, (iii) no Event of Non-appropriation under any Lease then in effect having occurred or being threatened, and (iv) no Lease having been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in an Equipment Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.0l(a) and (b) hereof; or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Acquisition Amount for Equipment described in the applicable Equipment Schedule with the Escrow Agent to be held and disbursed pursuant to the related Escrow Agreement. (d) This Agreement is not a commitment by Lessor or Lessee to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor or Lessee to enter into any proposed Lease, it being understood that whether Lessor or Lessee enters into any proposed Lease shall be a decision solely within their respective discretion.
(e) Lessee will cooperate with Lessor in Lessor's review of any proposed Lease.

Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed Lease.

Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.

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(f) In the event of any conflict in tenns between an Equipment Schedule and this Agreement, the terms of the Equipment Schedule shall control in the interpretation of the Lease created thereby.

Section 3. 05 Evidence of Filing Form 8038-G. As soon as it is available, with respect to each Lease under this Agreement, Lessee shall provide to Lessor evidence that it, or its paid preparer, has filed the Fonn 8038-G for the applicable Lease with the Internal Revenue Service by delivering to Lessor proof of mailing such Form 8038-G. otwithstanding anything to the contrary in this Agreement or the applicable Lease, it shall not be an Event of Default hereunder or thereunder if Lessee does not provide to Lessor evidence that it ( or its paid preparer) filed the Fonn 8038-G for the applicable Lease with the Internal Revenue Service.

ARTICLE IV
Section 4.01 . Rental Payments. Subject to Section 3.03 of this Agreement, Lessee shall promptly pay Rental Payments, in lawful money of the United States of America, to Lessor on the Rental Payment Dates and in such amounts as provided in each Lease. If any Rental Payment or other amount payable hereunder is not paid within ten (10) days of its due date, Lessee shall pay an administrative late charge of five percent (5%) of the amount not timely paid or the maximum amount permitted by law, whichever is less. Lessee shall not pennit the Federal Government to guarantee any Rental Payments under any Lease. Rental Payments consist of principal and interest components as more fully detailed on the Payment Schedule for each Lease, the interest on which begins to accrue as of the Commencement Date for each such Lease.

Section 4.02. Interest and Principal Components. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and represents payment of, principal. Each Lease shall set forth the principal and interest components of each Rental Payment payable thereunder during the applicable Lease Tenn.

Section 4.03. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee payable solely from its general fund or other funds that are legally available for that purpose and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained in this Agreement or in any Lease constitute a pledge of the general tax revenues, funds or moneys of Lessee.

Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.03 of this Agreement, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in each Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without limitation any failure of the Equipment, disputes with the Lessor or the Vendor of any Equipment, any defects, malfunctions, breakdowns or infinnities in the Equipment or any accident, condemnation or unforeseen circumstances or failure of any Vendor 11 MELPA BAPCC
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to deliver any Equipment or otherwise perform any of its obligations for whatever reason, including bankruptcy, insolvency, reorganization or any similar event with respect to any Vendor.

Section 4.05 Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes. In connection with the foregoing, Lessee hereby agrees that (a) so long as any Rental Payments under a Lease remain unpaid, moneys on deposit in the Escrow Account under any Escrow Agreement related to such Lease shall not be used in a manner that will cause such Lease to be classified as an "arbitrage bond" within the meaning of Section I 48(a) of the Code; and (b) Lessee shall rebate, from funds legally available for the purpose, an amount equal to excess earnings on the Escrow Account under any Escrow Agreement to the Federal Government if required by, and in accordance with, Section 148(f) of the Code, and make the determinations and maintain the records required by the Code.

Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability with respect to a Lease, the interest component of Rental Payments under such Lease and any charge on Rental Payments or other amounts payable based on the Contract Rate shall have accrued and be payable at the Taxable Rate applicable to such Lease retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includible in the gross income of the owner or owners thereof for Federal income tax purposes (which retroactive date for such Lease shall be the earliest date as of which the interest component of any Rental Payment for such Lease is deemed includible in the gross income of the owner or owners thereof for Federal income tax purposes, which may be earlier than the date of delivery of such determination by the Internal Revenue Service), and Lessee will pay such additional amount as will result in the owner receiving the interest component at the Taxable Rate identified in the related Lease.

For purposes of this Section, "Event of Taxability " means the circumstance of the interest component of any Rental Payment paid or payable pursuant to a Lease becoming includible for Federal income tax purposes in an owner's gross income as a consequence of any act, omission or event whatsoever, including but not limited to the matters described in the immediately succeeding sentence, and regardless of whether the same was within or beyond the control of Lessee. An Event of Taxability shall be presumed to have occurred upon (a) the receipt by Lessor or Lessee of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence which legally holds that the interest component of any Rental Payment under such Lease is includable in the gross income of the owner thereof; (b) the issuance of any public or private ruling of the Internal Revenue Service that the interest component of any Rental Payment under such Lease is includable in the gross income of the owner thereof; or (c) receipt by Lessor or Lessee of a written opinion of a nationally recognized firm of attorneys experienced in matters pertaining to

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the tax-exempt status of interest on obligations issued by states and their political subdivisions, selected by Lessor and acceptable to Lessee, to the effect that the interest component of any Rental Payment under a Lease has become includable in the gross income of the owner thereof for Federal income tax purposes. For all purposes of this definition, an Event of Taxability shall be deemed to occur on the date as of which the interest component of any Rental Payment is deemed includable in the gross income of the owner thereof for Federal income tax purposes.

Section 4.07. Mandatory Prepayment. If the Acquisition Amount for a Lease is deposited into an Escrow Account, any funds not applied to Equipment Costs and remaining in such Escrow Account on the earlier of (a) the expiration of the applicable Acquisition Period, (b) the date on which Lessee delivers to the Lessor the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Equipment Costs from such Escrow Account or (c) a termination of the Escrow Account as provided in the Escrow Agreement shall be applied by Lessor on each successive Rental Payment Date thereafter to pay all or a portion of the Rental Payment due and owing in the succeeding twelve (12) months and any remaining amounts shall be applied by Lessor as prepayment to the applicable unpaid Principal Portion of Rental Payments owing under the related Lease in the inverse order of the Rental Payment Dates.

ARTICLE V
Section 5.01 . Acquisition, Delivery Installation and Acceptance of Equipment. (a) With respect to each Lease, Lessee shall order the Equipment to be acquired and financed thereunder, cause the Equipment to be delivered and installed at the location specified in such Lease and pay any and all delivery and installation costs and other Equipment Costs in connection therewith.

When the Equipment listed in a Lease has been delivered and installed, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering to Lessor a Final Acceptance Certificate in the form attached hereto as Exhibit E; provided, however, that if an Escrow Account has been established with respect to such Lease as provided in Section 3.04 hereof, Lessee shall execute and deliver Disbursement Requests to the Lessor pursuant to the related Escrow Agreement for the purpose of effecting disbursements from the Escrow Account to pay (or reimburse) Equipment Costs for the Equipment so acquired and installed pursuant to such Lease. ln connection with the execution and delivery by Lessee to Lessor of the final Disbursement Request under the applicable Escrow Agreement for a Lease, Lessee shall deliver to Lessor a " Final Acceptance Certificate" in the form attached hereto as Exhibit E. (b) (i) With respect to a Lease entered into without an Escrow Agreement, Lessee shall deliver to Lessor copies of invoices (and proof of payment of such invoices if Lessee seeks reimbursement for prior expenditures) and bills of sale (if title to such Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. Lessee shall execute and deliver to Lessor an Equipment Schedule pursuant to Section 3.04(a)(i) within 5 business days of receipt from Lessor, subject to satisfaction of the conditions set forth in Section 3.04. (ii) With respect to a Lease entered into with an Escrow Agreement, Lessor shall prepare an Equipment Schedule. In connection with the execution and delivery of the related Escrow Agreement, Lessee shall execute and deliver to Lessor such Equipment Schedule 13 MELPA BAPCC
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pursuant to Section 3.04(a)(i) within 5 business days of receipt, subject to satisfaction of the conditions set forth in Section 3.04. Lessee shall deliver to Lessor together with each Disbursement Request invoices (and proof of payment of such invoices if Lessee seeks reimbursement for prior expenditures) and bills of sale or other evidence of title transfer to Lessee relating to each item of Equipment accepted by Lessee as evidenced by such Disbursement Request. Once approved, Lessor shall deliver such Disbursement Request to the Escrow Agent for disbursement from the Escrow Account in accordance with the Escrow Agreement.

Section 5.02. Quiet Enjoyment of Equipment. So long as no Event of Default exists under the related Lease, neither Lessor nor any entity claiming by, through or under Lessor, shall interfere with Lessee's quiet use and enjoyment of the Equipment during the Lease Term under such Lease.

Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be moved or relocated from the location (or the base location with respect to motor vehicles) specified for it in the related Lease without Lessor's prior written consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property where the Equipment is located for the purpose of inspecting the Equipment.

Section 5. 04. Use and Maintenance of the Equipment. Lessee shall not install, use, operate or maintain the Equipment (or cause the Equipment to be installed, used, operated or maintained) improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body, including, without limitation, all anti-money laundering laws and regulations; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights under the related Lease.

Lessee agrees that it shall maintain, preserve and keep the Equipment in good repair and working order, in a condition comparable to that recommended by the manufacturer. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. In all cases, Lessee agrees to pay any costs necessary for the manufacturer to re-certify the Equipment as eligible for manufacturer's maintenance upon the return of the Equipment to Lessor as provided for in Sections 3.03 and I 2.02(b) of this Agreement.

Lessee shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the security interest of Lessor. 14 MELPA BAPCC
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ARTICLE VI
Section 6.01. Title to the Equipment. During the Lease Term under each Lease, and so long as Lessee is either not in default under Article XII hereof or an Event of Non-appropriation has not occurred, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the applicable Lease. Lessee shall at all times protect and defend, at its own cost and expense, its title, and Lessor's first priority security interest, in and to the Equipment (and Lessor's other Collateral as defined in Section 6.02 hereof) from and against all claims, liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such claims, liens and processes. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor's option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee's interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease by Lessee in accordance with Section I 0.0 I hereof (including upon payment of all Rental Payments and other amounts payable under such Lease), Lessor's security interest or other interest in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor's security interest in the Equipment subject to the related Lease.

Section 6.02. Security Interest. As additional security for the payment and performance of all of Lessee's obligations under each Lease, upon the execution of such Lease, Lessee hereby grants to Lessor a first priority security interest constituting a first lien on (a) the Equipment subject to such Lease, (b) moneys and investments held from time to time in any related Escrow Account and (c) any and all proceeds of any of the foregoing, including, without limitation, insurance proceeds ( collectively, the "CollateraI''). Upon the execution of each Lease, Lessee authorizes Lessor to file (and Lessee agrees to execute, if applicable) such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain Lessor's security interest in the Collateral, including, without limitation, such financing statements with respect to personal property and fixtures under Article 9 of the Uniform Commercial Code in effect in the State and treating such Article 9 as applicable to entities such as Lessee.

Section 6.03. Personal Property; No Encumbrances. Lessee agrees that the Equipment is deemed to be and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Lessee shall not create, incur, assume or permit to exist any mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on any of the real estate where the Equipment under a Lease is or will be located or enter into any

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agreement to sell or assign or enter into any sale/leaseback arrangement of such real estate without the prior written consent of Lessor; provided, that if Lessor or its assigns is furnished with a waiver of interest in the Equipment under such Lease acceptable to Lessor or its assigns in their respective discretion from any party taking an interest in any such real estate prior to such interest taking effect, such consent shall not be unreasonably withheld.

ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment under each Lease free of all levies, liens, and encumbrances except those created by such Lease. The parties to this Agreement contemplate that the Equipment under each Lease will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from all property taxes. If the lease, sale, purchase, operation, use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay all utility and other charges incurred in the operation, use and maintenance of the Equipment. Lessee shall pay such taxes, assessments or charges as the same may become due; provided that, with respect to any such taxes, assessments or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the Lease Term under the affected Lease. During the Lease Term under each Lease, Lessor will not claim ownership of the Equipment thereunder for the purposes of any tax credits, benefits or deductions with respect to such Equipment.

Section 7. 02. insurance. Lessee shall, during the Lease Term under each Lease, maintain or cause to be maintained (a) casualty insurance naming Lessor and its assigns as loss payee and insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the greater of (i) the then applicable Casualty Value of the Equipment under such Lease or (ii) the replacement cost of such Equipment; (b) liability insurance naming Lessor and its assigns as additional insured that protects Lessor from liability for bodily injury and property damage coverage (i) in such coverage amounts as may be required by Lessor for the applicable Equipment or (ii) in such minimum coverage amounts as may be agreed upon between Lessor and Lessee in connection with the execution and delivery of a Lease, and in all events under clauses (a) and (b) issued in form and amount satisfactory to Lessor and by an insurance company that is authorized to do business in the State and having a financial strength rating by A.M. Best Company of "A-" or better; and (c) worker's compensation coverage as required by the laws of the State. Notwithstanding ·the foregoing, Lessee may self-insure against the risks described in clauses (a) and/or (b) through a government pooling arrangement, self-funded loss reserves, risk retention program or other self-insurance program, in each case with Lessor's prior consent (which Lessor may grant, withhold or deny in its sole discretion) and provided that Lessee has delivered to Lessor such information as Lessor may request with respect to the adequacy of such self-insurance to cover the risks proposed to be self-insured and otherwise in form and substance acceptable to Lessor. In the event Lessee is permitted, at Lessor's sole discretion, to self-insure as provided in this Section 7.02, Lessee shall 16 MELPA BAPCC
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provide to Lessor a self-insurance letter in substantially the form attached hereto as Exhibit F.

Lessee shall furnish to Lessor evidence of such insurance or self-insurance coverage throughout the Lease Term under each Lease. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way that would affect the interests of Lessor without first giving written notice thereof to Lessor at least thirty (30) days in advance of such cancellation or modification.

Section 7. 03. Risk of Loss. Whether or not covered by insurance or self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Equipment under any Lease from any cause whatsoever, and no such loss of or damage to or liability arising from the Equipment under any Lease shall relieve Lessee of the obligation to make the Rental Payments or to perform any other obligation under any Lease. Whether or not covered by insurance or self-insurance, Lessee hereby agrees to reimburse Lessor (to the fullest extent permitted by applicable law, but only from legally available funds) for any and all liabilities, obligations, losses, costs, claims, taxes or damages suffered or incurred by Lessor, regardless of the cause thereof and all expenses incurred in connection therewith (including, without limitation, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into this Agreement or any Lease or any of the transactions contemplated hereby or thereby, (b) the ordering, acquisition, ownership, use, operation, condition, purchase, delivery, acceptance, rejection, storage or return of any item of the Equipment under any Lease, (c) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment under any Lease resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant of Lessee under or in connection with this Agreement or any Lease or any material misrepresentation provided by Lessee under or in connection with this Agreement or any Lease. The provisions of this Section 7.03 shall continue in full force and effect notwithstanding the full payment of all obligations under any or all Leases or the termination of the Lease Term under any or all Leases for any reason.

Section 7. 04. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order or shall fail to maintain any insurance required by Section 7.02 hereof, Lessor may, but shall be under no obligation to, maintain and repair the Equipment or obtain and maintain any such insurance coverages, as the case may be, and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term under the affected Lease, and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at a rate equal to the Contract Rate (or the Taxable Rate if then in effect) plus five percent (5%) per annum or the maximum amount permitted by law, whichever is less.

ARTICLE VIII
Section 8.01. Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term under the related Lease, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, 17 MELPA BAPCC
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the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the et Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to prepay the obligations under the affected Lease in accordance with Section 10.01 (b) hereof.

If Lessee elects to replace any item of the Equipment (the "Replaced Equipment ") pursuant to this Section 8.01 , the replacement equipment (the "Replacement Equipment") shall be new or of a quality type, utility and condition at least as good as the Replaced Equipment and shall be of equal or greater value than the Replaced Equipment as determined and approved by Lessor in its sole discretion. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor's security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute "Equipment" for purposes of this Agreement and the related Lease.

Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment Date after the occurrence of a casualty event, or be required to prepay the obligations under the related Lease with respect to the damaged Equipment for an amount that shall be determined and approved by Lessor in its sole discretion.

For purposes of this Article VIII, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof.

Section 8.02. Insufficiency of Net Proceeds. lf the et Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01 , Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Casualty Value under the related Lease plus all other amounts then owing thereunder, and, upon such payment, the applicable Lease Term shall terminate and Lessor's security interest in the Equipment shall terminate as provided in Section 6.01 hereof. The amount of the Net Proceeds remaining, if any, after completing such repair, restoration, modification or improvement or after paying such Casualty Value for such Lease plus all other amounts then owing thereunder shall be retained by Lessee.

If Lessee shall make any payments pursuant to this Section 8.02, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV.
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ARTICLE IX
Section 9.01 . Disclaimer of Warranties. Lessor makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of any of the Equipment under each Lease, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee's acquisition of the Equipment under each Lease shall be on an "as is" basis. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, any Lease, any Equipment or the existence, furnishing, functioning or Lessee 's use of any item, product or service provided for in this Agreement or any Lease.

Section 9.02. Vendor Agreements; Warranties. Lessee covenants that it shall not in any material respect amend, modify, rescind or alter any Vendor Agreement for any Lease without the prior written consent of Lessor. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term under each Lease, so long as Lessee shall not be in default under such Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against a Vendor.

Lessee 's sole remedy for the breach of such warranty, indemnification or representation shall be against the applicable Vendor of the Equipment and not against Lessor. Any such matter shall not have any effect whatsoever on the rights and obligations of Lessor with respect to any Lease, including the right to receive full and timely Rental Payments and other payments under each Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties relating to any of the Equipment under each Lease.

ARTICLEX
Section JO.OJ . Prepayment; Payment in Full.
(a) Prepayment. Lessee shall have the option to prepay or satisfy all, but not less than all, of its obligations under a Lease, at the following times and upon the following terms:
(i) Optional Prepayment. From and after the date specified (if any) in the applicable Payment Schedule (the "Prepayment Option Commencement Date "), on the Rental Payment Dates specified in such Payment Schedule, upon not less than thirty (30) days prior written notice, and upon payment in full of the sum of all Rental Payments then due under the related Lease plus the then applicable Prepayment Price, which may include a prepayment premium on the unpaid Outstanding Balance as set forth in such Payment Schedule plus all other amounts then owing thereunder; or (ii) Casualty or Condemnation Prepayment. In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee's notice to Lessor of its exercise of the prepayment 19 MELPA BAPCC
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option (which shall be the earlier of the next Rental Payment Date or sixty (60) days after the casualty event) upon payment in full to Lessor of (A) in the event such prepayment occurs on a Rental Payment Date, the sum of (i) all Rental Payments then due under such Lease plus (ii) the then applicable Casualty Value for such Lease plus (iii) all other amounts then owing thereunder OR, (B) in the event such prepayment for such Lease occurs on a date other than a Rental Payment Date, the sum of (i) the applicable Casualty Value shown on the Payment Schedule for such Lease for the Rental Payment Date immediately preceding the applicable date of such prepayment (or if the date of such prepayment occurs prior to the first Rental Payment Date for such Lease, the earliest Casualty Value shown on the related Payment Schedule) plus (ii) accrued interest at the Contract Rate ( or the Taxable Rate if then in effect) on the Outstanding Balance as of the Rental Payment Date immediately preceding the applicable date of such prepayment from such Rental Payment Date (or if the date of such prepayment occurs prior to the first Rental Payment Date, the Commencement Date for such Lease) to the date of such prepayment plus (iii) all other amounts then owing thereunder. (b) Payment in Full. Upon the expiration of the Lease Term under a Lease, the payment in full of all Rental Payments then due and all other amounts then owing under such Lease by Lessee to Lessor.
(c) Lessor's security interests in and to the related Equipment under such Lease will be terminated and Lessee will own such Equipment free and clear of Lessor's security interest in such Equipment after either (i) payment of either (A) the applicable Prepayment Price and all other amounts then owing under a Lease in accordance with Section 10.0 I (a)(i) of this Agreement or (B) the applicable Casualty Value and all other amounts then owing under a Lease in accordance with Section 10.0l(a)(ii) of this Agreement or (ii) upon the expiration of the Lease Term of a Lease and payment in full of all Rental Payments then due and all other amounts then owing thereunder in accordance with Section I 0.01 (b) of this Agreement.

ARTICLE XI
Section I I.OJ . Assignment by Lessor. (a) Lessor's right, title and interest in and to the Rental Payments and any other amounts payable by Lessee under any and all of the Leases and the Escrow Agreement relating to any Lease, its security interest in the Equipment subject to the related Lease and in any related Escrow Account, and all proceeds therefrom (collectively, with respect to each Lease and related Escrow Agreement, the "Related Assigned Rights"), may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more assignees or sub-assignees without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a "qualified institutional buyer " as defined in Rule 144A(a)(I) promulgated under the Securities Act of 1933, as amended, or an "accredited investor " as defined in Section 50l(a)(l), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is purchasing the Related Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Related Assigned Rights (or interest therein), subject to each investor's right at any time to dispose of the 20 MELPA BAPCC
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Related Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Related Assigned Rights with respect to a Lease or the creation of any interest in the Related Assigned Rights with respect to a Lease in an aggregate principal component that is less than $100,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising under the Related Assigned Rights with respect to a Lease with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Related Assigned Rights with respect to a Lease are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the "Lease Servicer ") to act on their behalf with respect to the Related Assigned Rights with respect to a Lease, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or an Event of Non-appropriation under the related Lease.

Lessor and Lessee hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Related Assigned Rights with respect to a Lease (or any interest therein).
(b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, participation interests, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank, trust company or other entity that acts as the Lease Servicer for such Lease. Notices of assignment provided pursuant to this Section 11 .01 (b) shall contain a confirmation of compliance with the transfer requirements imposed by Section 11.01 (a) hereof.

During the Lease Term under each Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees or Lease Servicer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or any Vendor. Assignments in part may include, without limitation, assignment of all of Lessor's security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment and all of Lessor's security interest in and to the related Escrow Account, or all rights in, to and under the related Escrow Agreement.
(c) If Lessor notifies Lessee of its intent to assign a Lease, Lessee agrees that it shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment with respect to such Lease, substantially in the form of Exhibit H attached hereto, within five (5) business days after its receipt of such request.

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Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under this Agreement, any Lease or any portion of the Equipment, any Escrow Agreement or the Escrow Account related thereto may be assigned, encumbered or subleased by Lessee for any reason, and any purported assignment, encumbrance or sublease without Lessor's prior written consent shall be null and void.

ARTICLE XII
Section 12.01. Events of Default Defined. Any of the following events shall constitute an "Event of Default " under a Lease:
(a) Failure by Lessee to (i) pay any Rental Payment or other payment required to be paid under any Lease within ten (10) days of the date when due as specified therein, (ii) maintain insurance as required under such Lease (including Section 7.02 of this Agreement, which is incorporated therein), or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section 6.01 or 6.02 hereof for any Lease;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement or any Lease on its part to be observed or performed, other than as referred to in subsection (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor (including, without limitation, the occurrence of any Event of Default under any other Lease), or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an 22 MELPA BAPCC
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order for relief entered against it under applicable Federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization, moratorium or insolvency proceeding; or (f) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator for Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of thirty (30) consecutive days.

Section 12. 02. Remedies on Default. Whenever any Event of Default exists under any Lease, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps with respect to any or all Leases with an Event of Default under this Agreement, including those with an Event of Default pursuant to Section 12.0l(d) (each a "Defaulted Lease"):
(a) By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to one or more Defaulted Leases and other amounts payable by Lessee under each such Defaulted Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable;
(b) With or without terminating the Lease Term under any one or more Defaulted Leases, Lessor may enter the premises where the Equipment listed in any one or more of each such Defaulted Leases is located and retake possession of such Equipment or require Lessee at Lessee's expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Payments payable by Lessee pursuant to each such Defaulted Lease and other amounts related to each such Defaulted Lease that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under each such Defaulted Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer's and attorney's fees), subject, however, to the provisions of Section 3.03 of this Agreement.

The exercise of any such remedies respecting any such Event of Default under any such Defaulted Lease shall not relieve Lessee of any other liabilities under each such Defaulted Lease or any other Lease that Lessor determines not to treat as a Defaulted Lease or with respect to the Equipment listed therein;
(c) Lessor may terminate the Escrow Agreement relating to any one or more of such Defaulted Leases and apply any proceeds in each such applicable Escrow 23 MELPA BAPCC
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Account thereunder to the Rental Payments scheduled to be paid under any one or more of such Defaulted Leases as Lessor shall determine; and/or (d) Lessor may take whatever action at law or in equity as may appear necessary or desirable to enforce its rights under any one or more of such Defaulted Leases or each such Escrow Agreement relating thereto or as a secured party in any or all of the Equipment subject to any one or more of such Defaulted Leases or with respect to the related Escrow Account for one or more of such Defaulted Leases.

Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder and/or under any Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article XI I it shall not be necessary to give any notice other than such notice as may be required in this Article XII.

Section 12. 04. Application of Moneys. Any net proceeds from the exercise of any remedy under this Agreement, including the application specified in Section 12.02(b )(ii) (after deducting all expenses of Lessor in exercising such remedies including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing Equipment and all brokerage, auctioneer's or attorney's fees), shall be applied as follows:
(a) If such remedy is exercised solely with respect to a single Defaulted Lease, Equipment listed in such Defaulted Lease or rights thereunder, then to amounts due pursuant to such Defaulted Lease and to other amounts related to such Defaulted Lease or such Equipment.
(b) If such remedy is exercised with respect to more than one Defaulted Lease, Equipment listed in more than one Defaulted Lease or rights under more than one Defaulted Lease, then to amounts due pursuant to one or more of such Defaulted Leases as Lessor shall determine and distribute on a pro rata basis or on such other basis as Lessor shall determine.

ARTICLE XIII
Section 13. OJ . Notices. All notices, certificates or other communications under this Agreement or any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with electronic confirmation) to the parties hereto at the addresses immediately after the signatures to this Agreement ( or at such other address as either party hereto shall designate in writing to the other for notices to such party) and to any assignee at its address as it appears on the registration books maintained by Lessee. 24 MELPA BAPCC
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Section 13. 02. Binding Effect. This Agreement and each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.

Section 13. 03. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof or thereof.

Section 13.04. Amendments, Changes and Modifications. This Agreement and each Lease may only be amended by Lessor and Lessee in writing.

Section 13. 05. Execution in Counterparts. This Agreement and each Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided that only Counterpart No. I of each Lease (including the terms and provisions of this Agreement incorporated therein by reference) shall constitute chattel paper for purposes of the applicable Uniform Commercial Code.

Section 13.06. Applicable Law; Venue; Waiver of Jury Trial. This Agreement and each Lease shall be governed by and construed in accordance with the laws of the State. The parties hereto consent and submit to the jurisdiction of the State and venue in any state or Federal court of such State for the purposes of any suit, action or other proceeding arising in connection with this Agreement or any Lease, and each party expressly waives any objections that it may have to the venue of such courts. The parties hereto expressly waive any right to trial by jury in any action brought on or with respect to this Agreement or any Lease.

Section 13.07. Captions. The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease.

Section 13. 08. No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated by this Agreement and each Lease thereunder (including in connection with any amendment, waiver or other modification hereof or of any other related document), the Lessee acknowledges and agrees that: (a) (i) the transactions regarding this Agreement and each Lease thereunder provided by the Lessor and any affiliate thereof are arm'slength commercial transactions between the Lessee, on the one hand, and the Lessor and its affiliates, on the other hand, (ii) the Lessee has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Lessee is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and each Lease thereunder and by the other related documents; (b) (i) the Lessor and its affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Lessee, or any other person and (ii) neither the Lessor nor any of its affiliates has any obligation to the Lessee with respect to the transactions contemplated by this Agreement and each Lease thereunder except those obligations expressly set forth herein and in the other related documents; and (c) the Lessor and its affiliates may be engaged in a 25 MELPA BAPCC
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broad range of transactions that involve interests that differ from those of the Lessee, and neither the Lessor nor any of its affiliates has any obligation to disclose any of such interests to the Lessee. To the fullest extent permitted by law, the Lessee, hereby waives and releases any claims that it may have against the Lessor or any of its affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Agreement and each Lease thereunder.

Section 13. 09. Entire Agreement. The parties agree that this Agreement and each Lease hereunder constitutes the final and entire agreement between the parties superseding all conflicting terms or provisions of any prior proposals, term sheets, solicitation documents, requests for proposals, award notices, approval letters or any other agreements or understandings between the parties.

Section 13.10. Electronic Signatures. The Related Documents may be executed and delivered by facsimile signature or other electronic or digital means (including, without limitation, Adobe 's Portable Document Format ("PDF')). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable contract between them. The exchange and delivery of the Related Documents and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes. Notwithstanding the foregoing, at the request of either party, the parties hereto agree to exchange inked original replacement signature pages as soon thereafter as reasonably practicable.

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[REMAINDER OF PAGE INTE TIONALLY L EFT BLANK]
[SIGNATURE P AGE FOLLOWS]
26 383
IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Equipment Lease/Purchase Agreement to be executed in their names by their duly authorized representatives as of the date first above written.

LESSOR:

Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Fax No.: (443) 541-3057
By: ______________ _
Name: ___________ _
Title: -------------
LESSEE:

City of South Lake Tahoe, California
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA 96150
Attention: Finance Director
Fax No.: (530) 542-6046
By
ame: Cristi Creegan
Title: Mayor
(Seal) 1
By:·--------~~~=-=
Name: Title: , ________ ____,.-.!:::::::~~:::::,::

ATTEST:

By: _____ ____:..._=------=- Name Susan Blankenship
Title: City Clerk
Signature Page of Master Equipment Lease/Purchase Agreement 384

LIST OF EXHIBITS
Exhibit A-I
Exhibit A-2
Exhibit B
Exhibit C-1 A
Exhibit C-1 B
Exhibit C-2A
Exhibit C-2B
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Form of Equipment Schedule - General Equipment
Form of Equipment Schedule - Energy Services Equipment
Form of Payment Schedule
Form of Authorizing Resolution (Agreement)
Form of Authorizing Resolution (Lease)
Form of Incumbency and Authorization Certificate (Agreement) Form of Incumbency and Authorization Certificate (Lease) Form of Opinion of Counsel to Lessee
Form of Final Acceptance Certificate
Form of Self-Insurance Certificate
Reserved
Form of Notice and Acknowledgement of Assignment
Form of Escrow and Account Control Agreement
385
EXHIBIT A-1
FORM OF EQUIPMENT SCHEDULE No. ___ - GENERAL EQUIPMENT
Re: Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and the City of South Lake Tahoe, California, as Lessee I. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the "Agreement ").

2. Equipment. For purposes of the Lease created hereby, the following items of Equipment are hereby included under this Equipment Schedule together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto as provided in the Agreement.

Q UA TITY D ESCRIPTIO S ERIAL NO. M ODEL NO. LOCATIO

3. Payment Schedule.
(a) Rental Payments; Commencement Date. The Rental Payments shall be in such amounts and payable on such Rental Payment Dates as set forth in the Payment Schedule attached to this Equipment Schedule and incorporated herein by this reference, subject to adjustment upon the occurrence of an Event of Taxability as provided in Section 4.06 of the Agreement. Lessee 's obligation to pay Rental Payments under the Lease created hereby shall commence on the earlier of (i) the date on which the Equipment listed in this Equipment Schedule is accepted by Lessee in the manner described in Section 5.01 of the Agreement, as evidenced by the Final Acceptance Certificate executed by Lessee and substantially in the form of Exhibit E attached to the Agreement, or (ii) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the "Commencement Date"). (b) Prepayment Price Schedule. The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Payment Date in the " Prepayment Price" column of 2 MELPA BAPCC
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the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.

4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement (particularly Section 2.01 thereof) are true and correct as though made on the Commencement Date. Lessee further represents and warrants that (a) no Material Adverse Change has occurred since the dated date of the Agreement; (b) no Event of Default has occurred and is continuing under any Lease currently in effect; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or is threatened; (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation; (e) the governing body of Lessee has authorized the execution and delivery of the Agreement and this Equipment Schedule; (f) the Equipment listed in this Equipment Schedule is essential to the functions of Lessee or to the services Lessee provides its citizens; (g) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period.

5. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Equipment Schedules or Equipment listed on other Equipment Schedules) are hereby incorporated into this Equipment Schedule by reference and made a part hereof.
[OPTION: IF ESCROW AGREEMENT IS USED:

6. Acquisition Amount. The Acquisition Amount that Lessor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $ _____ . It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule No. ___ , Lessee will have taken possession of all items of Equipment shown above and that the Lessee's final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, approved by Lessor and delivered to the Escrow Agent on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule.

OR IF V EN DOR PAID DIRECTLY USE:

6. Acquisition Amount. The Acquisition Amount for the Equipment listed in this Equipment Schedule to be paid to the Vendor (or reimbursed to Lessee) is $ ----------

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[OPTIO : IF ESCROW AGREEMENT IS USED:

7. Acquisition Period. The Acquisition Period applicable to this Equipment Schedule shall end at the conclusion of the __ month following the date hereof.] [OPTION: IF ESCROW AGREEMENT IS USED AND A S URETY BOND IS R EQUIRED:
[8.] Surety Bonds; Lessee to Pursue Remedies Against Contractors and SubContractors and Their Sureties. Lessee shall secure from each Vendor directly employed by Lessee in connection with the acquisition, construction, installation, improvement or equipping of the Equipment listed in this Equipment Schedule, a payment and performance bond ("Surety Bond") executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of "A-" or better, and otherwise satisfactory to Lessor and naming Lessor as a co-obligee in a sum equal to the entire amount to become payable under each Vendor Agreement. Each bond shall be conditioned on the completion of the work in accordance with the plans and specifications for the Equipment listed in this Equipment Schedule and upon payment of all claims of subcontractors and suppliers. Lessee shall cause the surety company to add Lessor as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to Lessor promptly upon receipt thereof by Lessee. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Vendor's obligations in accordance with the related Vendor Agreement and, if for whatever reason such proceeds are not so applied, first to amounts due Lessor under this Equipment Schedule, and any remaining amounts shall be payable to Lessee.

In the event of a material default of any Vendor under any Vendor Agreement in connection with the acquisition, construction, maintenance and/or servicing of the Equipment listed in this Equipment Schedule or in the event of a material breach of warranty with respect to any material workmanship or performance guaranty with respect to such Equipment, Lessee will promptly proceed to exhaust its remedies against the Vendor in default. Lessee shall advise Lessor of the steps it intends to take in connection with any such default. Any amounts received by Lessee in respect of damages, refunds, adjustments or otherwise in connection with the foregoing shall be paid to Lessor and applied against Lessee's obligations under this Equipment Schedule.

As a prerequisite to the performance by Lessor of any of its obligations under this Equipment Schedule, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, a certified copy of each Surety Bond satisfying the conditions set forth in this Section_, or, at Lessor's sole discretion, such Surety Bonds may be provided after the Commencement Date of this Equipment Schedule, provided however, that no "Disbursement Request" pursuant to the Escrow Agreement for this Equipment Schedule shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in this Section ____ have been delivered to Lessor. [7][8][9].Lease Term. The Lease Term shall consist of the Original Term and __ consecutive Renewal Terms, with the final Renewal Term ending on _____ _, subject to earlier termination pursuant to the Agreement.
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[OPTIO : IF MOTOR V EHICLES ARE B Ei G FINA CED:
[8][9][10]. Registration. Any Equipment that is a motor vehicle is to be registered and titled as follows:
(a)
(b)
Registered Owner:

Lienholder:

City of South Lake Tahoe, California
Banc of America Public Capital Corp
Bank of America Plaza
600 Peachtree Street NE, 11 th Floor
Atlanta, GA 30308-2265
Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor's files throughout the Lease Term of the Lease created hereby.

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January 2020
[Signature page follows.]
5 389
Dated: --------
LESSOR:

Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Fax No.: (443) 541-3057
By: ---------------
Name: ------------ Title: ------------
LESSEE:

City of South Lake Tahoe, California
City Hall
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA 96150
Attention: Finance Director ------ Fax No.: (530) 542-6046 By: ---------------
Name: ------------ Tit 1 e: ------------
(Seal)
B:

Name:

Title:

ATTEST:

B:

Name
Title:

Counterpart No. __ of __ manually executed and serially numbered counterparts.

To the extent that the Lease created hereby constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. I.

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EXHIBIT A-2
FORM OF EQUIPMENT SCHEDULE No. - ENERGY SERVICES EQUIPMENT --- Re: Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and City of South Lake Tahoe, California, as Lessee I. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the "Agreement ").

2. Equipment.
(a) Location of Equipment: For purposes of the Lease created hereby, the location of Equipment is set forth below:
(b) Equipment Description (Scope of Work): For purposes of the Lease created hereby, the description of the Equipment and the scope of work is set forth below:

3. Payment Schedule.
(a) Rental Payments; Commencement Date. The Rental Payments shall be in such amounts and payable on such Rental Payment Dates as set forth in the Payment Schedule attached to this Equipment Schedule and incorporated herein by this reference, subject to adjustment upon the occurrence of an Event of Taxability as provided in Section 4.06 of the Agreement. Lessee 's obligation to pay Rental Payments under the Lease created hereby shall commence on the earlier of (i) the date on which the Equipment listed in this Equipment Schedule is accepted by Lessee in the manner described in Section 5.01 of the Agreement, as evidenced by the Final Acceptance Certificate executed by Lessee and substantially in the form of Exhibit E attached to the Agreement, or (ii) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the "Commencement Date "). (b) Prepayment Price Schedule. The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Payment Date in the "Prepayment Price" column of the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.

A-I
391

4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement (particularly Section 2.0 I thereof) are true and correct as though made on the Commencement Date. Lessee further represents and warrants that (a) no Material Adverse Change has occurred since the dated date of the Agreement; (b) no Event of Default has occurred and is continuing under any Lease currently in effect; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or is threatened; (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation; (e) the governing body of Lessee has authorized the execution and delivery of the Agreement and this Equipment Schedule; (t) the Equipment listed in this Equipment Schedule is essential to the functions of Lessee or to the services Lessee provides its citizens; (g) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of its authority; and (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period.

5. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Equipment Schedules or Equipment listed on other Equipment Schedules) are hereby incorporated into this Equipment Schedule by reference and made a part hereof.

6. Acquisition Amount. The Acquisition Amount that Lessor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $ _____ . It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule No. ___ , Lessee will have taken possession of all items of Equipment shown above and that the Lessee's final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, approved by Lessor and delivered to the Escrow Agent on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule.

7. Acquisition Period. The Acquisition Period applicable to this Equipment Schedule shall end at the conclusion of the _ _ month following the date hereof.

8. Additional Representation Regarding the Use and Maintenance of the Equipment; Additional Representation Regarding Damage, Destruction and Condemnation. (a) Lessee agrees that it shall (a) proceed promptly, at its expense, to protect its rights and exercise its remedies under any warranty then in effect with respect to the Equipment under this Equipment Schedule; and (b) replace or rebuild any component of the Equipment under this Equipment Schedule that becomes permanently unfit for normal use or inoperable during the Lease Term of this Equipment Schedule (herein, the "Inoperable Component" ) in order to keep the Equipment as a whole in good repair and working order during the Lease Term of this Equipment Schedule. Lessee shall promptly notify Lessor in writing when any component of the Equipment under this Equipment Schedule is reasonably expected within forty-five (45) days to A-2
392
become an Inoperable Component. Lessee shall promptly replace or rebuild the Inoperable Component under this Equipment Schedule with a similar component of comparable or improved make and model that has at least the equivalent value and utility of the applicable Inoperable Component, a remaining useful life of no less than the remaining Lease Term under this Equipment Schedule and such replacement or rebuilt component shall be in good operating condition.
(b) If Lessee elects to replace any item of the Equipment with Replacement Equipment pursuant to Section 8.01 of the Agreement, in addition to the other requirements set forth in Section 8.01 , the Replacement Equipment shall also provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation.

9. Liability Insurance. Lessee shall, during the Lease Term under this Equipment Schedule, maintain or cause to be maintained liability insurance naming Lessor and its assigns as additional insured that protects Lessor from liability with limits of at least $5,000,000 per occurrence for bodily injury and property damage coverage (such liability insurance coverage may be in a combination of primary general liability and/or excess liability umbrella coverage).

10. Surety Bonds; Lessee to Pursue Remedies Against Contractors and SubContractors and Their Sureties. Lessee shall secure from each Vendor directly employed by Lessee in connection with the acquisition, construction, installation, improvement or equipping of the Equipment listed in this Equipment Schedule, a payment and performance bond ("Surety Bond") executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of "A-" or better, and otherwise satisfactory to Lessor and naming Lessor as a co-obligee in a sum equal to the entire amount to become payable under each Vendor Agreement. Each bond shall be conditioned on the completion of the work in accordance with the plans and specifications for the Equipment listed in this Equipment Schedule and upon payment of all claims of subcontractors and suppliers. Lessee shall cause the surety company to add Lessor as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to Lessor promptly upon receipt thereof by Lessee. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Vendor's obligations in accordance with the related Vendor Agreement and, if for whatever reason such proceeds are not so applied, first to amounts due Lessor under this Equipment Schedule, and any remaining amounts shall be payable to Lessee.

In the event of a material default of any Vendor under any Vendor Agreement in connection with the acquisition, construction, maintenance and/or servicing of the Equipment listed in this Equipment Schedule or in the event of a material breach of warranty with respect to any material workmanship or performance guaranty with respect to such Equipment, Lessee will promptly proceed to exhaust its remedies against the Vendor in default. Lessee shall advise Lessor of the steps it intends to take in connection with any such default. Any amounts received by Lessee in respect of damages, refunds, adjustments or otherwise in connection with the foregoing shall be paid to Lessor and applied against Lessee 's obligations under this Equipment Schedule.

A-3
393
As a prerequisite to the performance by Lessor of any of its obligations under this Equipment Schedule, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, a certified copy of each Surety Bond satisfying the conditions set forth in this Section _, or, at Lessor's sole discretion, such Surety Bonds may be provided after the Commencement Date of this Equipment Schedule, provided however, that no "Disbursement Request" pursuant to the Escrow Agreement for this Equipment Schedule shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in this Section ____ have been delivered to Lessor. 11 . Lease Term. The Lease Term shall consist of the Original Term and consecutive Renewal Terms, with the final Renewal Term ending on - - - - -~ subject to earlier termination pursuant to the Agreement.
[Signature page follows.]
Dated:

A-4
394
L ESSOR:

Banc of America Public Capital Corp
1 1333 McCormick Road
Hunt Valley II
MIC MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Fax No.: (443) 541-3057
By: ______ _ ____ _
Name: --- --- --- --- Title: ------ --- ---
LESSEE:

City of South Lake Tahoe, California
City Hall
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA 96150
Attention: Finance Director
Fax No. (530) 542-6046
By: ------ --- ------ Name: ------ --- --- Title: ------ ------ (Seal)
B:

Name:

Title:

ATTEST:

B:

Name
Title:

Counterpart No. __ of __ manually executed and serially numbered counterparts.

To the extent that the Lease created hereby constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1.

A-5
395
RENTAL

PAYMENT
DATE
RENTAL

PAYMENT
AMOUNT

EXHIBITB

FORM OF PAYMENT SCHEDULE

INTEREST

PORTION

PRINCIPAL

PORTION

O UTSTANDING

BALANCE

PREPAYMENT
PRJCE
[including
prepayment
premium; if
applicable]

CASUALTY
V ALUE
[including
casualty
premium; if
applicable]
Contract Rate; Taxable Rate. The Contract Rate for this Equipment Schedule is ____ % per annum. The Taxable Rate for this Equipment Schedule is ____ % per annum.

Prepayment Option Commencement Date. For purposes of Section 10.01 of the Agreement, the Prepayment Option Commencement Date for this Equipment Schedule is [Signature page follows.]
396
L ESSOR: L ESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California By: By:

Name: _____________ _ Name: _____________ _
Title: Title:
#765386vlA (BAPCC/Gov't Entity Master Lease) B-2-2 (DISTRIBUTIO COPY) 397
EXHIBIT C-lA

FORM OF AUTHORIZING RESOLUTION (AGREEMENT)

A RESOLUTION OF TH E GOVERNING BODY OF THE CITY OF SOUTH

LAKE TAHOE, CALI FORNIA, AUTHORIZING THE EXECUTION A D

DELIVERY OF A MASTER EQUIPM E T LEASE/PURCHASE AGREEME T

AND SEPARATE EQUIPMENT SCHEDULES THERETO FOR THE
ACQUISITIO , Fl ANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BE EFIT WITHIN THE TERMS HERE! PROVIDED;

AUTHORIZI G THE EXECUTION AND DELIV ERY OF OTHER
DOCUME TS REQUIRED IN CONNECTION THEREWITH; A D

AUTHORIZING THE TAKING OF ALL OTHER ACTIO S NECESSARY TO

THE CONSUMMATION OF TH E TRANSACTIO S CONTEMPLATED BY
THIS RESOLUTION.

WHEREAS, the City of South Lake Tahoe, California (the "Lessee "), a city duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of California, is authorized by the laws of the State of California to acquire, finance and lease personal property (tangible and intangible) for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the governing body of the Lessee (the "City Council ") has determined that a need exists for the acquisition, financing and leasing of certain equipment consisting of graders and blowers, which constitutes personal property necessary for the Lessee to perform essential governmental functions (collectively, the "Equipment ") on the terms herein provided; and WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into that certain Master Equipment Lease/Purchase Agreement (the "Agreement") with Banc of America Public Capital Corp (or one of its affiliates), as lessor (the "Lessor "), substantially in the proposed form presented to the City Council at this meeting, and separate Equipment Schedules thereto substantially in the form attached to the Agreement; and WHEREAS, the City Council deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Agreement and separate Equipment Schedules thereunder and the other documentation relating thereto from time to time as provided in the Agreement for the acquisition, financing and leasing of the Equipment to be therein described on the terms and conditions therein and herein provided; Now, THEREFORE, BE IT AND IT Is HEREBY RESOLVED by the governing body of the Lessee as follows:

Section 1. Findings and Determinations. It is hereby found and determined that the terms of the Agreement (including the form of Equipment Schedule and the form of Payment Schedule, both attached thereto), in the form presented to the City Council at this meeting, are in the best interests of the Lessee for the acquisition financing and leasing of the Equipment. 398
Section 2. Approval of Documents. The form, terms and provisions of the Agreement (including the form of Equipment Schedule and the form of Payment Schedule, both attached thereto) are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the Mayor, the City Manager or the Finance Director of the Lessee or other members of the governing body of the Lessee (the "Authorized Officials ") executing the same, the execution of such documents being conclusive evidence of such approval; and the Mayor, the City Manager or the Finance Director of the Lessee are each individually hereby authorized and directed to execute, and the City Clerk of the Lessee is hereby authorized and directed to attest, the Agreement and any related Exhibits attached thereto and to deliver the Agreement (including such Exhibits) to the respective parties thereto, and the City Clerk of the Lessee is hereby authorized to affix the seal of the Lessee to such documents. The Authorized Officials are each hereby authorized and directed to sign and deliver on behalf of the Lessee the Agreement, each Equipment Schedule thereto under which a separate Lease (as defined in the Agreement) is created, each Payment Schedule attached thereto, any related Escrow Agreement and any related exhibits attached thereto if and when required; provided, however, that, without further authorization from the governing body of the Lessee, (a) the aggregate principal component of Rental Payments under all Leases entered into pursuant to the Agreement shall not exceed $3,513,280.00; (b) the maximum term under any Lease entered into pursuant to the Agreement shall not exceed 5.5 years; and (c) the maximum interest rate used to determine the interest component of Rental Payments under each Lease shall not exceed the lesser of the maximum rate permitted by law or 4.099 percent (4.099%) per annum.

The Authorized Officials may sign and deliver Leases to the Lessor on behalf of the Lessee pursuant to the Agreement on such terms and conditions as they shall determine are in the best interests of the Lessee up to the maximum aggregate principal component, maximum term and maximum interest rate provided above. The foregoing authorization shall remain in effect for a period of [two] years from the date hereof during which the Authorized Officials are authorized to sign and deliver Leases pursuant to the Agreement on the terms and conditions herein provided and to be provided in each such Lease.

Section 3. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of Final Acceptance Certificates, Escrow Agreements, Disbursement Requests and any tax certificate and agreement, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement and each Lease.

Section 4. No General Liability. Nothing contained in this Resolution, the Agreement, any Lease, any Escrow Agreement nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, any Lease, any Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under each Lease entered into pursuant to the Agreement are limited obligations of the Lessee, subject to annual appropriation, as provided in the Agreement. 399
Section 5. Appointment of Authorized Lessee Representatives. The Mayor, City Manager and Finance Director of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of each Lease and related Escrow Agreement until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Agreement and any Lease or Escrow Agreement.

Section 6. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

Section 7. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency with respect to this Resolution. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof.

Section 8. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.

ADOPTED AND APPROVED by the governing body of the Lessee this ____ day of March.
[SEAL]
ATTEST:

By: ___________ _
Printed: ame: - --- - - - ---- Title: - --- - - --- - - --- City of South Lake Tahoe, California,
as lessee
By: ________________ _
Printed Name: ------------ Tit I e: - - - - --- - -------- 400
The undersigned, a duly elected or appointed and acting ___ _____ City Clerk of the Lessee identified in the above Resolution No. _ (the "Resolution "), hereby certifies that the Resolution is a full, true and correct copy of such Resolution as adopted by the governing body of the Lessee on March _, 2023. The Resolution is in full force and effect on the date hereof and has not been amended, modified or otherwise changed by the governing body of the Lessee since the date of adoption of the Resolution.

DATED this __ day of _ _ ___ , 2023.

Name:
--------------- Tit I e:
----------------
401
EXHIBIT C-1B

FORM OF AUTHORIZING RESOLUTION (LEASE)

A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SOUTH

LAKE TAHOE, CALI FORNIA, AUTHORIZING THE EXECUTION AND

DELIVERY OF AN EQUIPME T SCHEDULE TO THE MASTER

EQUIPMENT LEASE/PURCHASE AGREEMENT FOR THE ACQUISITION,

FINANCING AN D LEASTNG OF CERTA IN EQUIPMENT FOR THE PUBLIC BENEFIT WITHTN THE TERMS PROVIDED HERE! ; AUTHORIZING THE

EXECUTIO A D DELIVERY OF OTHER DOCUMENTS REQU IRED IN
CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL

OTHER ACTIO S NECESSARY TO THE CONSUMMATION OF THE
TRANSACTIO S CONTEMPLATED BY THIS RESOLUTION.

WHEREAS, the City of South Lake Tahoe, California (the "Lessee"), a city duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of California, is authorized by the laws of the State of California to acquire, finance and lease personal property (tangible and intangible) for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the governing body of the Lessee (the "City Council ") has determined that a need exists for the acquisition, financing and leasing of certain equipment with a cost not to exceed $ ______ and consisting of _ ____ ____ , which constitutes personal property necessary for the Lessee to perform essential governmental functions (collectively, the "Equipment ") on the terms herein provided; and
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into that certain Equipment Schedule (the "Equipment Schedule" ) with Banc of America Public Capital Corp (or one of its affiliates), as lessor (the "Lessor "), substantially in the proposed form presented to the City Council at this meeting, which Equipment Schedule incorporates by reference the terms and provisions of that certain Master Equipment Lease/Purchase Agreement dated as of April 6. 2023 by and between Lessor and Lessee (the "Agreement "); and WHEREAS, the City Council deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Equipment Schedule and the other documentation relating to the acquisition, financing and leasing of the Equipment to be therein described on the terms and conditions therein and herein provided; Now, THEREFORE, BE IT AND IT Is HEREBY RESO L YEO by the governing body of the Lessee as follows:

Section I. Findings and Determinations. It is hereby found and determined that the terms of the Equipment Schedule and the form of Payment Schedule, in the form presented to the City Council at this meeting, are in the best interests of the Lessee for the acquisition financing and leasing of the Equipment.
402
Section 2. Approval of Documents. The form, terms and provisions of the Equipment Schedule and Payment Schedule are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by ________ [insert title of officials]] of the Lessee or other members of the governing body of the Lessee (the "Authorized Officials ") executing the same, the execution of such documents being conclusive evidence of such approval. The Authorized Officials are each hereby authorized and directed to sign and deliver on behalf of the Lessee the Equipment Schedule under which a separate Lease (as defined in the Agreement) is created, the Payment Schedule attached thereto, the Escrow Agreement and any related exhibits attached thereto.

Section 3. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Lease to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of a Final Acceptance Certificate, the Escrow Agreement, Disbursement Requests and any tax certificate and agreement, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Lease.

Section 4. No General Liability. Nothing contained in this Resolution, the Lease, the Escrow Agreement nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Lease, the Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under the Lease entered into pursuant to the Agreement are limited obligations of the Lessee, subject to annual appropriation, as provided in the Agreement.

Section 5. Appointment of Authorized Lessee Representatives. The __________ and _____ _______ of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Lease and the Escrow Agreement until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Lease or the Escrow Agreement.

Section 6. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

Section 7. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency with respect to this Resolution. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof.

Section 8. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.
403
ADOPTED AND APPROVED by the governing body of the Lessee this ____ day of [SEAL]
ATTEST:

By: ______________ _
Printed: Name: ---------- Title: --------------
City of South Lake Tahoe, California,
as lessee
By:. ______________ _
Printed Name: ------------ Title: ---------------
404
405
The undersigned, a duly elected or appointed and acting ________ City Clerk of the Lessee identified in the above Resolution No. _ (the "Resolution "), hereby certifies that the Resolution is a full, true and correct copy of such Resolution as adopted by the governing body of the Lessee on ______ , 20_ . The Resolution is in full force and effect on the date hereof and has not been amended, modified or otherwise changed by the governing body of the Lessee since the date of adoption of the Resolution.

DATED this __ day of _____ , 20_
Name: --------------- Ti tie: ----------------
406
407
EXHIBITC-2A

FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE (AGREEMENT) The undersigned, a duly elected or appointed and acting ________ City Clerk of the City of South Lake Tahoe, California ( "Lessee") certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the "Officials") in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; and B . THE O FFICIALS ARE DULY AUTHORIZED, ON BEHALF OF L ESSEE, TO EGOTIATE,

EXECUTE AND DELIV ER THE M ASTER EQU IPMENT L EASE/P URCHASE A GREEME T DATED AS OF APRIL 6. 2023 (THE "AGREEMENT") AND SEPARATE EQU IPMENT SCHEDULES RELATING THERETO FROM TIME TO TIME AS PROV IDED IN THE A GREEME T (COLLECTIVELY, THE "E QUIPMENT SCHEDULES"), EACH BY A D BETWEEN L ESSEE A D B ANC OF A MERICA P UBLIC C APITAL C ORP (" L ESSOR" ) , [THE E SCROW AND A CCOUNT C ONTROL A GREEMENT DA TED AS OF ____ BY AN D AMONG L ESSOR, L ESSEE AND _____ AS ESCROW A GE T,] ALL DOCUMENTS RELATED

THERETO AND DELIVERE D IN CONNECTIO THEREWITH, AND ANY FUTURE MODIFICATION(S) OR AMENDMENTS THEREOF (COLLECTIVELY, THE " OPERA TIVE AGREEMENTS"), AN D THE OPERATIVE

A GREEME TS EACH ARE THE BI DING AND AUTHORIZED AGREEMENTS OF L ESSEE, ENFORCEABLE IN ALL RESPECTS I ACCORDANCE WITH THEIR RESPECTIVE TERMS.

Name of Official Title Signature
D ATED: B Y: ---------- N AME: ------------ - TITLE: -------------- (THE SIGNER OF THI S C ERTIFICATE CANNOT BE LI STED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE A GREEME TS.)
408
409
EXHIBITC-2B

FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE (LEASE) The undersigned, a duly elected or appointed and acting _ ___ ___ _ City Clerk of the City of South Lake Tahoe, California ( "Lessee ") certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the "Officials") in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; and B . THE O FFICIALS ARE DULY AUTHORIZED, ON BEHALF OF L ESSEE, TO NEGOTIATE, EXECUTE A D DELIVER THE E QUIPMENT SCHEDULE NO. DATED AS OF ____ (THE " E QUIPMENT SCHEDULE" ), WHICH INCORPORATES BY REFERE CE THE TERMS A D PROVISIONS OF THE M ASTER EQUIPM ENT L EASE/PURCHASE AGREEMENT DATED AS OF APRIL 6. 2023 (THE "A GREEMENT"), EACH BY A D BETWEEN L ESSEE AN D BANC OF AM ERICA P UBLIC C APITAL C ORP (" L ESSOR" ), [THE E SCROW A D A CCOUNT C o TROL A GREEME T DATED AS OF ____ BY AND AMONG L ESSOR, L ESSEE _____ AS E SCROW A GE T,] AN D ALL DOCUME TS RELATED

THERETO AND DELIVERED IN CO ECTIO THEREWITH, A D ANY FUTURE MODIFICATION( S) OR AME DM ENTS THEREOF (COLLECTIVELY, THE "OPERATIVE A GREEMENTS"), AN D THE OPERATIVE

A GREEME TS EACH ARE THE BINDING AND AUTHORIZED AGREEMENTS OF L ESSEE, ENFORCEABLE IN ALL RESPECTS TN ACCORDA CE WITH THEIR RESPECTIVE TERMS . ame of Official Title Signature
D ATED: B Y: ---------- N AME: ----------- -- TITLE: -------------- (THE SIG ER OF THI S C ERTIFICATE CAN OT BE LISTED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE A GREEMENTS.)
410
411

EXHIBIT D

FORM OF OPINION OF COUNSEL TO LESSEE
(to be typed on letterhead of counsel)
Banc of America Public Capital Corp
I I 333 McCormick Road
Hunt Valley II
MIC MDS-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. ___ ., dated ______ , to Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
Ladies and Gentlemen:

As legal counsel to the City of South Lake Tahoe, California ( "Lessee "), I have examined (a) an executed counterpart of that certain Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023 (the "Agreement ") and Exhibits thereto, by and between Banc of America Public Capital Corp, as lessor ( "Lessor "), and Lessee; (b) an executed counterpart of Equipment Schedule No. ___ , dated _ _____ , by and between Lessor and Lessee, which incorporates by reference the terms and provisions of the Agreement (such Equipment Schedule No. ___ together with such incorporated terms and provisions are herein referred to collectively as the "Equipment Schedule "), has attached the Payment Schedule with respect thereto (the "Payment Schedule ") executed by Lessee, and provides for the lease of certain property listed in the Equipment Schedule (the "Equipment "); (c) an executed counterpart of that certain Escrow and Account Control Agreement dated as of _ ____ _ (the "Escrow Agreement "), by and among Lessor, Lessee and _ _____ , as Escrow Agent; (d) an executed counterpart of the ordinances or resolutions of Lessee with respect to authorization of the transaction contemplated by the Agreement, the Equipment Schedule, the Escrow Agreement and documents related thereto; and (e) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Agreement, the Equipment Schedule, including the terms and provisions of the Agreement incorporated therein by reference, the related Payment Schedule, the Escrow Agreement and the documents relating thereto are herein collectively referred to as the "Transaction Documents".

Based on the foregoing, I am of the following opinions:

I. Lessee is a city, duly organized and existing under the laws of the State of California (the "State" ), and is a political subdivision of the State within the meaning of Section I 03(c) of the Internal Revenue Code of 1986, as amended (the "Code ") and the 412
413
obligations of Lessee under the Lease will constitute an obligation of Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.

2. Lessee has the requisite power and authority to lease and acquire the Equipment and to execute and deliver the Transaction Documents and to perform its obligations under the Transaction Documents.

3. The Transaction Documents have been duly authorized, approved, executed and delivered by and on behalf of Lessee and the Transaction Documents are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms, except to the extent limited by State and Federal law affecting creditor's remedies and by bankruptcy, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights.

4. The authorization, approval, execution and delivery of the Transaction Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, procurement and public bidding laws and all other applicable State or Federal laws.

5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Transaction Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment under the Lease, the Escrow Account or other Collateral thereunder. [6. The portion of Rental Payments designated as interest is excluded from Lessor's gross income for Federal income tax purposes under Section I 03 of the Code and is exempt from State of California personal income taxes; and such interest is not a speci fie item of tax preference for purposes of the Federal alternative minim um tax. 1] [6. The portion of Rental Payments designated as interest or constituting or accruing as original issue discount is excluded from Lessor's gross income for Federal income tax purposes under Section I 03 of the Code and is exempt from State of California personal income taxes; and such interest and original issue discount are not a specific item of tax preference for purposes of the Federal alternative minimum tax.2] 1 Please use this provision if the opinion of counsel will include a tax opinion. 2 Please use this provision if the opinion of counsel will include a tax opinion and there is OID. 414
415
All capitalized tenns herein shall have the same meanings as in the Transaction Documents, unless otherwise provided herein. Lessor and its successors and assigns[, and any counsel rendering an opinion on the tax-exempt status of the Rental Payments,3] are entitled to rely on this opinion.

Printed Name: - - ---------- Signature: _ _______ _____ _ Firm: Dated: ----- ------- ---- - --------- -------
Address: ------- ------- Te I e phone No.: ____ ___ __ _ 3 Please use this provision if bond counsel will be providing a separate tax opinion . 416

EXHIBITE

FORM OF FINAL ACCEPTANCE CERTIFICATE
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
MIC MDS-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. ___ , dated ______ , to Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
Ladies and Gentlemen:

In accordance with the above-referenced Master Equipment Lease/Purchase Agreement (the "Agreement "), the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows:

I. All of the Equipment listed in the above-referenced Equipment Schedule (the "Equipment Schedule ") has been delivered, installed and accepted on the date hereof.

2. Lessee has conducted such inspection and/or testing of the Equipment listed in the Equipment Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes.

3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.

4. Lessee hereby reaffirms that the representations, warranties and covenants contained in the Agreement and incorporated into the Equipment Schedule by reference are true and correct as of the date hereof.

5. (a) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default exists at the date hereof under any Lease currently in effect; (b) no Material Adverse Change has occurred since the date of the execution and delivery of the Agreement; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or been threatened; and (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation.
417
Date:

Capitalized terms used, but not defined, in this Final Acceptance Certificate shall have the same meanings as when such terms are used in the Agreement. --------
LESSEE:

City of South Lake Tahoe, California
By: _____________ _
Name: ________ _____ _
Title: ----- ---------
418

EXHIBIT F

FORM OF SELF-I SURANCE CERTIFICATE
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MDS-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. ___ , dated ___ ___ , to Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
In connection with the above-referenced Equipment Schedule (the "Equipment Schedule "), the City of South Lake Tahoe, California (the "Lessee ") hereby warrants and represents to Banc of America Public Capital Corp the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the abovereferenced Master Equipment Lease/Purchase Agreement (the "Agreement") incorporated into the Equipment Schedule by reference.

1. The Lessee is self-insured for damage or destruction to the Equipment listed in the Equipment Schedule (herein, the "Equipment "). The dollar amount limit for property damage to the Equipment under such self-insurance program is $_ _______ [The Lessee maintains an umbrella insurance policy for claims in excess of Lessee 's self-insurance limits for property damage to the Equipment which policy has a dollar limit for property damage to the Equipment under such policy of$ ________ .]

2. The Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. The dollar limit for such liability claims under the Lessee's self-insurance program is $ ________ . [The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability which policy has a dollar limit for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment in the amount of$ _______ _ [3]. The Lessee maintains a self-insurance fund. Monies in the self-insurance fund [are/are not] subject to annual appropriation. The total amount maintained in the self-insurance fund to cover Lessee's self-insurance liabilities is $______ __ [Amounts paid from the Lessee 's self-insurance fund are subject to a dollar per claim of$ ________ .] 419
[3]. The Lessee does not maintain a self-insurance fund. The Lessee obtains funds to pay claims for which it has self-insured from the following sources: _________ _ Amounts payable for claims from such sources are limited as follows:

4. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee.

LESSEE:

City of South Lake Tahoe, California
By: _____________ _
Name: - - ------------ Title: --------------
420

EXHIBITG

RESERVED
421

EXHIBITH

FORM OF NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT
Dated ---------
BA C OF AMERICA PUBLIC CAPITAL CORP ( "Assignor ") hereby gives notice that, as of ____ ., 20_, it has assigned and sold to ____________ ( "Assignee ") all of Assignor's right, title and interest in, to and under Equipment Schedule No. ___ , dated _________ (including the Payment Schedule attached thereto, the "Equipment Schedule "), which incorporates by reference the terms and provisions of that certain Master Equipment Lease/Purchase Agreement dated as of April 6. 2023 (the "Agreement "), each by and between Assignor and City of South Lake Tahoe, California ( "Lessee "), together with all exhibits, schedules, riders, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith, the Rental Payments and other amounts due under the Lease (as such term is hereinafter defined), all of Assignor's right, title and interest in the Equipment listed in the Equipment Schedule and all of Assignor's right, title and interest in, to and under the Escrow and Account Control Agreement dated as of ______ ., 20_ (the "Escrow Agreement ") by and among Lessee, Assignor and __________ , as Escrow Agent, together with the Escrow Account related thereto (collectively, the "Assigned Property ").

For purposes of this Notice and Acknowledgment of Assignment (the "Acknowledgment "), "Lease " means collectively the Equipment Schedule and the terms and provisions of the Agreement incorporated therein by reference, together with all exhibits, schedules, riders, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith. The term "Lease " specifically excludes all other Equipment Schedules entered into under the Agreement and Rental Payments other than with respect to the Equipment Schedule. Each capitalized term used but not defined herein has the meaning set forth in the Agreement.

1. Lessee hereby acknowledges the effect of the assignment of the Assigned Property and absolutely and unconditionally agrees to deliver to Assignee all Rental Payments and other amounts coming due under the Lease in accordance with the terms thereof on and after the date of this Acknowledgment.

2. Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor under the Lease and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreements to modifications thereto, to receive title to the Equipment in accordance with the terms of the Lease, to declare a default and to exercise all rights and remedies thereunder in connection with the occurrence of an Event of on-appropriation or an Event of Default; and (ii) [except as provided in Section 3.03 of the Agreement,] the obligations of Lessee to make Rental Payments and to perform and observe the 422
other covenants and agreements contained in the Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense.

3. Lessee agrees that, as of the date of this Notice and Acknowledgment of Assignment (this "Acknowledgement "), the following information about the Lease is true, accurate and complete:

Number of Rental Payments Remaining
Amount of Each Rental Payment
Total Amount of Rental Payments
Remaining
Frequency of Rental Payments
Next Rental Payment Due
Funds Remaining in Escrow Account
$ -------
$ ______ _
$ -------

4. The Lease remains in full force and effect, has not been amended, no Event of Default (or event which with the passage of time or the giving of notice or both would constitute a default) has occurred thereunder and no Event of Non-appropriation has occurred or is threatened with respect thereto.

5. Assignor hereby acknowledges the transfer restrictions imposed by Section 11.0 I of the Agreement and confirms that the assignment to Assignee has been made in accordance with the provisions of that Section.

6. Any inquiries of Lessee related to the Lease and any requests for disbursements from the Escrow Account, if applicable, and all Rental Payments and other amounts coming due pursuant to the Lease on and after the date of this Acknowledgment should be remitted to Assignee at the following address ( or such other address as provided to Lessee in writing from time to time by Assignee):
423
ACKNOWLEDGED AND AGREED:

L ESSEE: CITY OF SOUTH LAKE TAHOE, CALI FOR IA
(FOR EXHIBIT PURPOSES O LY]
By: ---------------
Name: ------------ Title: -------------
ASSIGNOR: BANC OF AMERICA P UBLIC CAPITAL CORP
(FOR EXHIBIT P URPOSES ONL Y]
By: ---------------
Name: ------------ Title: ------------
424

EXHIBIT I

ESCROW AND ACCOUNT CONTROL AGREEMENT
425
City of South Lake Tahoe
Agenda Item Executive Summary
Hilary Roverud, Interim City Manager
__________________________________
Meeting Date: March 10, 2026
Agenda Item #:12
Agenda Item: Contract with Doug Veerkamp General Engineering, Inc. for Construction of Bijou Connector Project and Approval of Amendment No. 3 to Agreement with Eastern Sierra Engineering, Inc. for Construction Support Services
Executive Summary: Staff recommends awarding the construction contract for the Bijou Park Connector Multi-Use Trail Project, which will build approximately 0.6 miles of Class I bicycle and pedestrian trail within Bijou Community Park. This new trail will connect the Al Tahoe Mobility Trail at Johnson Boulevard with the Dennis T. Machida Memorial Greenway Trail, closing a critical gap in the city's non-motorized transportation network. The project supports local and regional plans, including the City's Active Transportation Plan and Safe Routes to School initiatives and is aimed at improving access and safety for residents, particularly in underserved areas. By enhancing connectivity between neighborhoods, schools, parks, and transit routes, the trail will expand active transportation options and community access to key facilities.

Requested Action / Suggested Motions: Pass a Motion: 1) authorizing and directing the Mayor to execute the construction contract with Doug Veerkamp General Engineering, Inc. in the amount of $784,478, with an additional 10% contingency of $78,447.80, for a total construction project budget of $862,925.80; and 2) authorizing and directing the Mayor to execute Amendment No. 3 to Agreement with Eastern Sierra Engineering, Inc. for construction support services in the amount of $12,700 for a total contract amount not to exceed $381,722.

Responsible Staff Member: Cameron Grant, Engineering Technician, and Stephan Anderjack, Project Manager
Reviewed and Approved By: Mohammad Qureshi, Public Works Director Susan Blankenship, City Clerk Olga Tikhomirova, Finance Director Heather Stroud, City Attorney Attachments:
01_Staff_Report_Bijou_Connector.docx
02-Contract with Doug Veerkamp General Engineering.pdf
03-ESE Amendment 3.pdf
426
Council Agenda Report March 10, 2026 1 of 3
City of South Lake Tahoe
Report to City Council
Meeting Date: March 10, 2026
Title: Award for Bijou Connector Project Construction and Approval of Amendment 3 with ESE for Construction Support Services.

Location: Bijou Community Park
Responsible Staff Member: Cameron Grant, Engineering Technician Background: The Bijou Park Connector Multi-Use Trail Project involves the construction of approximately

0.6 miles of Class I multi-use bicycle and pedestrian trail within the City of South Lake Tahoe. The project is located on City-owned property within Bijou Community Park and is intended to provide a direct connection between two existing transportation corridors: the Al Tahoe Mobility Trail (constructed in 2020) at Johnson Boulevard, and the Dennis T. Machida Memorial Greenway Trail – Phase 1B (constructed in 2021).

The Greenway Trail is part of a larger multi-use pathway system that extends 3.86 miles from the Tahoe Sierra neighborhood toward Van Sickle Bi-State Park. It serves as a major non-motorized transportation route through the city, linking multiple neighborhoods with public facilities, schools, parks, and commercial areas. Planning for the Greenway included several connector trails to improve accessibility to key destinations. The Bijou Park Connector was identified as one of these planned connections to enhance access to Bijou Community Park, and to extend active transportation options between residential areas and the South Tahoe Middle School campus to the north.

This trail segment is consistent with multiple adopted local and regional planning documents, including the City’s Active Transportation Plan, the 2015 Lake Tahoe Unified School District Safe Routes to School Plan, and the 2014 South Lake Tahoe Parks, Trails, and Recreation Master Plan. The project is also supported by the Lake Tahoe Bicycle Coalition, the Community Mobility Working Group, and the Measure S Joint Powers Authority – Bicycle Advisory Committee.

The project aligns with the goals of the Community Development Block Grant (CDBG) program by increasing non-motorized access to and from designated low-income and underserved areas within the City. By completing this connection, the project improves access to schools, parks, transit routes, and other community assets, while enhancing safety and connectivity for pedestrians and cyclists.

The project includes two main construction segments:
 The northern segment, extending from the Johnson Boulevard intersection (Al Tahoe Mobility Trail) to the southern entrance of Bijou Community Park.  The southern segment, connecting the existing Greenway Trail to the southern entrance of the park.

With the completion of this trail, the City will address a key gap in its non-motorized transportation network, improve community connectivity, and expand access to recreational and public facilities.

This trail will significantly improve connectivity within the city’s non-motorized transportation network 427
Council Agenda Report March 10, 2026 2 of 3
and has been identified as a high-priority project in multiple adopted planning documents, including:
 The Active Transportation Plan
 The Lake Tahoe Unified School District Safe Routes to School Connectivity Plan (2015)  The South Lake Tahoe Parks, Trails, and Recreation Master Plan (2014) The project also supports the goals of the Community Development Block Grant (CDBG) program by increasing equitable access to transportation and recreational infrastructure in underserved areas of the community.

This project was originally bid during August 2025. The project was awarded to a contractor which then had to be determined non-responsive due to incomplete bid documentation. The project was rebid in January 2026 as described under Issue and Discussion.

Pursuant to the authority delegated in Resolution 2006-066, the City Engineer approved the plans, specifications, and Bid Addendum 1 for the Bijou Connector Project.

Issue and Discussion:

The Bijou Park Connector Multi-Use Trail Project was advertised for construction bidding on January 23, 2026, via PlanetBids. Bids were opened and publicly read on February 13, 2026, with a total of 6 bids received. The lowest responsive and responsible bid came from Doug Veerkamp General Engineering in the amount of $784,478, plus $0/day for Compensatory Delay, for a total bid price of $784,478. The Engineer’s Estimate for this project was $800,000 to $1,000,000.

Staff Recommendation:

Awarding the construction contract to Doug Veerkamp General Engineering in the amount of $784,478, with an additional 10% contingency of $78,447.80, for a total not-to-exceed project amount of $862,925.80. The expected expenditures for the project are outlined in Table 1. Funding has already been approved by City Council and is in place for all aspects of the project.

In addition, staff recommends approving Amendment No. 3 to the existing professional services agreement with Eastern Sierra Engineering in the amount of $12,700 to provide construction support services, including assistance with Requests for Information (RFIs), review of submittals, and support with potential change orders. With this amendment, the not-to-exceed total contract amount for Eastern Sierra Engineering will be $381,722. This ensures continuity of design and responsive technical support throughout the construction phase. Crede is the new labor compliance consultant for this construction season, and the money will be spent under their existing contract. The funding for this will be coming from the project account 301-50037-48030. This account consists of CDBG and JPA, TRPA mitigation and City funds.

Category Amount
Base Contract $784,478.00
Contingency $78,447.80
Eastern Sierra Engineering – Amendment No. 3 $12,700
Labor Compliance (Crede) $10,000
Material Testing (Eastern Sierra Engineering) Within Budget 428
Council Agenda Report March 10, 2026 3 of 3
The current contract completion date is June 30, 2026. This project must be completed by June 30th, 2026, and billed before CDBG grant expiration on July 30th, 2026. All requirements in Section 3 of CDBG will adhered to.

Financial Implications:

Funding for this project has already been approved by the City Council. The remaining available balances in the funding accounts are as follows:

Account: 301 50037
 42020 – Professional Services: $38,199
 48030 – Construction: $1,457,005
Environmental Considerations: Construction of a finished bike path that closely follows existing worn footpaths through City-owned parkland is considered categorically exempt under the California Environmental Quality Act (CEQA). The project qualifies under Section 15301 (Class 1) – Existing Facilities, which exempts minor alterations to existing public facilities involving negligible or no expansion of use, and Section 15304 (Class 4) – Minor Alterations to Land, which includes grading on land with a slope of less than 10% and the creation of bicycle lanes within existing rights-of-way. In addition to CEQA compliance, the National Environmental Policy Act (NEPA) review and Tahoe Regional Planning Agency (TRPA) Environmental Improvement Program (EIP) permit requirements, including the TRPA Initial Environmental Checklist (IEC), have been completed to satisfy federal and regional environmental regulations.

Policy Implications: The Bijou Park Connector Multi-Use Trail Project supports Goal 7.3 by increasing connectivity and safety within the City of South Lake Tahoe. This new trail will close a vital gap in the existing network, providing safer, direct access between key neighborhoods, schools, and parks. By aligning with this goal, the project enhances active transportation options and improves overall community mobility.
429

CITY OF SOUTH LAKE TAHOE

DEPARTMENT OF PUBLIC WORKS

AGREEMENT
DOCUMENT 00500 - AGREEMENT
City Of South Lake Tahoe
Department OF PUBLIC WORKS
Agreement
for
Bijou Park connector trail
Public Works Contract No. 25-30150037
THIS AGREEMENT is made and entered into this __10__ day of __March____, 2026_, by and between the City of South Lake Tahoe, a political subdivision of the State of California, herein designated “City”, and ____Doug Veerkamp General Engineering______, herein designated as “Contractor.”
WITNESSETH, that the City and the Contractor, in consideration of the mutual covenants hereafter set forth, agree as follows:

ARTICLE 1 — THE WORK
Contractor agrees to furnish all labor, tools, equipment, facilities, materials, transportation and services necessary to perform and complete, in a good and workmanlike manner, the BIJOU PARK CONNECTOR TRAIL, PUBLIC WORKS CONTRACT No. 20-30150037, as required pursuant to the Contract Documents.

ARTICLE 2 — COMMENCEMENT AND COMPLETION
The Work to be performed under this Agreement shall commence at the time as specified in the Notice to Proceed, and the Contractor shall diligently undertake the performance of the obligations as set forth in the Contract Documents to achieve Final Completion of the Work (as defined at Section 9.9 Special Provisions) by October 30, 2025, as set forth in the Notice to Proceed (the “Contract Time”). No grading or excavation or other land disturbance will be allowed between October 15th and May 1st; all Work shall be performed after the issuance of the Notice to Proceed, and Final Completion achieved within the contract time as set forth in these Bid Documents.
00500
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The City and the Contractor recognize that time is of the essence of this Agreement and that the City will suffer financial loss if the Work is not completed within the time specified herein, plus any extensions thereof allowed in accordance with the Contract Documents. The City and Contractor also recognize the delays, expense, and difficulties involved in proving the actual loss suffered by the City if the Work is not completed within the Contract Time. Accordingly, instead of requiring any such proof, and pursuant to the Contract Documents, the City and the Contractor agree that as liquidated damages (but not as a penalty), the Contractor shall pay the City the sum of $4,200 for each calendar day beyond Substantial Completion and continuing until Bidder achieves Milestone #1, Substantial Completion (per Document 00100, Article 1.04.A.1), the Contractor shall pay the City the sum of $1,000 for each calendar day beyond that portion of the Contract Time within which the Bidder is required to achieve Milestone #2, Final Completion (per Document 00100, Article 1.04.A.2).

In accordance with the Contract Documents, including, without limitation Document 00400.4.2 (“Bid Proposal”), the daily amount that Contractor may charge to the City for all delay costs, direct and indirect (and inclusive of all expenses and damages, including, without limitation, jobsite and home office overhead costs and extended general conditions) applicable to the first sixty (60) calendar days of Compensable Delay, if any, is [$0], the amount set forth by Contractor in Document 00400.4.2 (“Bid Proposal”). This sum shall represent the exclusive and sole amount (i.e., payment in full for any and all direct and indirect delay costs) that Contractor, on behalf of itself and subcontractors and suppliers, of every tier, shall receive for any and all Compensable Delay(s) during the first sixty (60) calendar days of actual, Compensable Delay at the Project. Delay costs that may arise from Compensable Delay, if any, beyond the first sixty (60) calendar days of a Compensable Delay, if allowable, shall thereafter be governed by, and subject to, the applicable provisions of Sections 8 and 9 of the Standard Specifications, as modified by the Special Provisions, and the Contract Documents.

ARTICLE 3 — CONTRACT PRICE
The City agrees to pay, and the Contractor agrees to accept, in current funds for the performance of the Work pursuant to the Contract Documents, the Contract Sum for the completion of the Work in accordance with the Contract Documents as follows:
[Refer to base bid schedule pg.12]
TOTAL CONTRACT SUM$___$784,478.00___________
For the Total Contract Sum of Seven hundred eighty-four thousand, four hundred seventy eight.
______________________________________________ dollars and ___Zero_______ cents.

The above Total Contract Sum includes all allowances, if any, provided for in the Contract Documents.

Compensation for Unit Price Items shall be based upon the unit prices stated in the above schedule multiplied by the actual quantities or units of work and materials performed or furnished. Unit prices paid by the City may change depending on actual quantities or units of work completed in accordance with the Contract Documents. 00500
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ARTICLE 4 — PREVAILING WAGES
Pursuant to the provisions of California Labor Code, Sections 1770 to 1780, inclusive thereof, the Contractor, and any subcontractor, of any tier, shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations.

Attention is directed to the federal minimum wage rate requirements as predetermined by the United States Secretary of Labor. If there is a difference between the minimum wage rate predetermined by the Secretary of Labor and the prevailing wage rate determined by the Director of Industrial Relations for similar classifications of labor, the Contractor and Subcontractor(s) shall pay not less than the higher wage rate.

In compliance with Senate Bill 854 and the California Labor Code, this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit through the electronic certified payroll reporting (eCPR) system, as well as to the City.

Pursuant to the provisions of California Labor Code Section 1773.2, the Contractor is hereby advised that copies of the prevailing rate of per diem wages and a general prevailing rate for holidays, Saturdays and Sundays and overtime work in the locality in which the Work is to be performed for each craft, classification, or type of worker required to execute the Contract, are on file in the City's office. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this public works contract as required by Labor Code Section 1774. These rate determinations are found on the State of California Department of Industrial Relations' website at: http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

ARTICLE 5 — CONTRACT DOCUMENTS
The Agreement includes and incorporates by reference the Contract Documents for the Project, which consists of the following documents:
(a) Notice to Bidders (Document 00100);
(b) Instructions to Bidders (Document 00200);
(c) Bid Proposal (Document 00400);
(d) Bidder's Bond (Document 00410);
(e) Designation of Subcontractors (Document 00420);
(f) Verification of Contractor and Subcontractor DIR Registration (00423) (g) Self-Performance Declaration (Document 00425);
(h) Debarment and Suspension Certifications (Document 00430); (i) Non-Collusion Declaration (Document 00432);
(j) Worker's Compensation Certification (Document 00435); (k) Business and Professions Code Sections 7028.15 and 7031 Statement (Document 00440);
00500
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(l) Bidder's Statement of Financial Responsibility, Technical Ability and Experience (Document 00450);
(m) Equal Employment Opportunity Certification (Document 00460); (n) Non-Lobbying Certification (Document 00465);
(o) Disclosure of Lobbying Activities (Document 00466); (p) Construction Contract DBE Commitment (Document 00471); (q) DBE Information – Good Faith Efforts (Document 00475); (r) Agreement (Document 00500);
(s) Payment Bond Form (Document 00610);
(t) Performance Bond Form (Document 00620);
(u) Sample Escrow Agreement for Security Deposits In Lieu of Retention (Document 00630);
(v) Warranty/Guaranty Form (Document 00635);
(w) Acknowledgment of City Code (Document 00640);
(x) Bid Document Certification (Document 00650);
(y) The Standard Specifications of the State of California, Department of Transportation, dated 2022; the Standard Plans of the State of California, Department of Transportation, dated 2022, and the South Lake Tahoe Public Improvement and Engineering Standards;
(z) Special Provisions (which incorporate by reference, and, as specified, modify the Standard Specifications of the State of California, Department of Transportation, dated 2022; the Standard Plans of the State of California, Department of Transportation, dated 2022, and the South Lake Tahoe Public Improvement and Engineering Standards) (Document 00700);
(aa) Supplemental Conditions (Document 00800), if any;
(bb) General Requirements, if any;
(cc) Construction Progress Documentation (Document 01300); (dd) Technical Specifications;
(ee) Contract Drawings;
(ff) Addenda (numbers ___ to____, inclusive; and
(gg) Permits from other agencies as may be required by law.

Exhibits to this Agreement are enumerated as follows:
• Accepted Contractor’s Bid attached hereto as Exhibit A; • Escrow Bid Document Certification attached hereto as Exhibit B; and • Insurance Certificates and Endorsements as Exhibit C. 00500
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ARTICLE 6 — WORKERS’ COMPENSATION
Contractor shall take out and maintain during the life of the Agreement, adequate and sufficient workers’ compensation insurance for all Contractor’s employees employed at the site of improvements, and, if any Work is sublet, Contractor shall require each subcontractor similarly to provide workers’ compensation insurance for all of the latter’s employees, unless such employees are covered by the protection afforded by Contractor. If any class of employees engaged in Work under this contract at the site of the Project is not protected under workers’ compensation law, Contractor shall provide, and shall cause each subcontractor to provide, adequate insurance for the protection of employees not otherwise protected. Contractor shall indemnify the City for any damage resulting to it from failure of either Contractor or any subcontractor to take out or maintain such insurance.

By its signature upon this Agreement, Contractor certifies that it has carefully reviewed and is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker's compensation, or to undertake self-insurance in accordance with the provisions of the labor Code. Contractor, as a condition precedent to the commencement of its Work pursuant to the Agreement, shall comply with such provisions.

ARTICLE 7 — INDEMNITY AND INSURANCE
To the fullest extent permitted by law, and in strict accordance with the Contract Documents, Contractor shall defend, indemnify, and hold harmless the City, its officials, officers, City Council members, employees, agents, the, the Architect/Engineer, the Project Manager and the Project consultants, and their respective principals, officers and employees, and each of them, of and from any and all claims, demands, suits, causes of action, damages, costs, expenses, attorneys' fees, losses, or liability, in law or in equity, of every kind and nature whatsoever related to, arising out of, or in connection with, Contractor's operations to be performed under this Agreement, and as otherwise set forth in Contract Documents, including, without limitation, Section 7-1.05A of the Standard Specifications, as modified by Section 7.11 of the Special Provisions. The obligations of defense and indemnity set forth in this Article, and in the Contract Documents, shall not be limited by any insurance requirements or obligations pursuant to the Contract Documents. The obligations arising from this Article shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity (including all duties to defend), which would otherwise exist as to a party, or person described elsewhere in the Contract Documents.

Contractor shall maintain the insurance coverage described in Section 7-1.06 of the Standard Specifications, as modified by Section 7.12 of the Special Provisions, throughout the performance of the Agreement, including any maintenance, warranty and/or guaranty periods.

This Agreement shall not be operative until evidence of such insurance has been provided to, and approved by, the City as to form, amount, and carrier. Contractor shall not allow any subcontractor to commence Work at the Project until subcontractor provides evidence to Contractor and City that subcontractor has obtained insurance acceptable to the City.

ARTICLE 8 — NOTICES
Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual for whom it 00500
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is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the address listed below:

Notices required to be given to City: Notices required to be given to Contractor:

City Engineer
City of South Lake Tahoe ______________________________________ 1740 D Street
South Lake Tahoe, CA 96150-6251 ______________________________________ Notices required to be given to any surety(ies):

ARTICLE 9 — MISCELLANEOUS

9.1 Terms. Terms used in this Agreement will have the meanings indicated in the Contract Documents.

9.2 Assignment. No assignment by a party hereto of any rights under or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

9.3 Successors and Assigns. City and Contractor each binds itself, its partners, successors, assign, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.

9.4 Severability. Any provision or part of the Contract Documents held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon City and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

9.5 South Lake Tahoe City Code. Contractor acknowledges that all pertinent provisions within the South Lake Tahoe City Code are incorporated by reference as though set forth in full herein, and, further, the failure of Contractor or any subcontractor, of any tier, to comply with any of its/their obligations under the Contract Documents, or the requirements of the South Lake Tahoe City Code, or any other applicable law, code, statute, or regulation, shall be deemed a material breach of the Agreement.

9.6 Third Party Beneficiary. Contractor expressly acknowledges the City's status as a third party beneficiary solely with respect to the performance to be rendered under each subcontract, of any tier, upon the Project, and, as a result, Contractor acknowledges that City possesses, inter alia, the rights enumerated within the South Lake Tahoe City Code as to the enforcement of obligations under subcontracts of any tier. 00500
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9.7 Regulatory Requirements. Contractor acknowledges that the Project is subject to requirements and regulations issued on behalf of various governmental and/or regulatory bodies, including, without limitation, the Lahontan Regional Water Quality Control Board and the Tahoe Regional Planning Agency, among others. Contractor agrees to fully and promptly comply with any and all requirements and regulations issued on behalf of such entities.

9.8 Governing Law. This Agreement and the Contract Documents shall be deemed to have been entered into in the County of El Dorado, State of California, and governed by California law. By entering into this Agreement, the Contractor consents and submits to the jurisdiction of Courts of the State of California, County of El Dorado, over any action of law, suit in equity, and/or other proceeding that may arise out of the Contract Documents.

IN WITNESS HEREOF, the said City of South Lake Tahoe, State of California, has caused this Agreement to be executed by its Mayor in its behalf, and the said Contractor has signed this Agreement the day and year first above written.

CITY OF SOUTH LAKE TAHOE Contractor:

By By
Title
Business License No.

ATTEST: APPROVED AS TO FORM:

By By
Susan Blankenship
City Clerk
City of South Lake Tahoe
END OF DOCUMENT 00500
00500
78 Heather Stroud
City Attorney
City of South Lake Tahoe
Cody Bass, Mayor
City of South Lake Tahoe
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BASE BID SCHEDULE
Bid Description Unit Quantity Unit Cost Total Cost
Item
No.
1 Mobilization 1 LS $37,800.00 $37,800.00
2 Temporary Controls 1 LS $52,200.00 $52,200.00
3 Demolition 1 LS $45,300.00 $45,300.00
4 Traffic Control 1 LS $28,300.00 $28,300.00
5 Construction Staking 1 LS $20,500.00 $20,500.00
6 Adjusting Existing Facilities 1 LS $2,330.00 $2,330.00 7 Pedestrian Ramp 1589 SF $41. 00 $65,149.00
8 Bike Trail Pathway 2845 LF $152.00 $432,440.00
9 Install Stop Signs 6 EA $1,600.00 $9,600.00
10 18" HDPE 37 LF $207.00 $7,659.00
11 Double Barrel Sediment Trap 1 LS $30,100.00 $30,100.00 12 RRFBs and Crossing 1 LS $43,100.00 $43,100.00
13 Pavement Markings 1 LS $10,000.00 $10,000.00
BASE BID SCHEDULE PRICE (Item Nos. 1 through 13): $_7_;8:....:.4.:...., 4_7....:...8..;_;. o:....:.o ______ _ BASE BID SCHEDULE PRICE (in words): Seven Hundred Eighty Four Thousand Four Hundred Seventy Eight Dollars and Zero Cents.

The amount of each of the above Bid line items must be :filled in and completed.

Bid prices shall include everything necessary for the completion of the Work stipulated in the Contract Documents, including but not limited to providing the materials, equipment, tools, plant and other facilities, and the management, superintendence, labor and services. Bid prices shall include all federal, state and local taxes.

The Bidder shall set forth for each unit basis item of work a unit price and a total for the item, and for each lump sum item total for the item, all in clearly legible figures in the respective spaces provided for that purpose. In the case of unit basis items, the amount set forth under the "Item Total" column shall be the product of the "Unit Price" multiplied by the "Estimated Quantity" for the item.
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CITY OF SOUTH LAKE TAHOE

DEPARTMENT OF PUBLIC WORKS

SPECIAL PROVISIONS
DOCUMENT 00700- SPECIAL PROVISIONS

BIJOU PARK CONNECTOR TRAIL
Public Works Contract No. 25-30150037
FORMAL BID No. BN-25-30150037-02
SECTION 1: GENERAL

1.1 GENERAL
(A) The Contractor’s attention is directed to the provisions of Section 1, “General”, of the Standard Specifications, as modified by these Special Provisions and the Contract Documents. (B) Insert the following at the end of Section 1-1.07A, “General”, of the Standard Specifications:

The City may use terms throughout the Special Provisions and the Contract Documents that are defined in sections other than Section 1-1.07B (“Glossary”) and/or which may have meanings or definitions that may be similar to or different from those set forth in Section 1-1.07B (“Glossary”). By submitting its bid, Contractor affirms that it has carefully reviewed the Contract Documents and understands the terms as used therein.
(C) Delete the definition of “excusable delay” at Section 1-1.07B, “Glossary”, of the Standard Specifications, and insert the following:

The term “excusable delay” shall have the meaning as set forth in Section 9.10 of the Special Provisions.
(D) Delete Section 1-1.08, “Districts”, of the Standard Specifications. (E) Insert the following at Section 1-1.11, “Web Sites, Addresses and Telephone Numbers”, of the Standard Specifications:

Project Manager: City of South Lake Tahoe
Contact: Steve Anderjack
Email: [email protected]
Phone No.: (530) 542-6033
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Mailing Address: City Services Center
1740 D Street
South Lake Tahoe, CA 96150-6251

1.2 STANDARD SPECIFICATIONS
The term “Standard Specifications” shall mean Standard Specifications of the State of California, Department of Transportation, dated 2023. The term “Standard Plans” shall mean Standard Plans, State of California, Department of Transportation, 2023. Unless otherwise required by the context, whenever in the Standard Specifications, these Special Provisions, or in any documents or instruments where these Standard Specifications govern, and the following terms are used, the intent and meaning of such terms shall be as follows:

STATE, COUNTY, OR CITY, OR
STATE OF CALIFORNIA ............................... CITY OF SOUTH LAKE TAHOE

DEPARTMENT OR DEPARTMENT OF
TRANSPORTATION......................................... CITY OF SOUTH LAKE TAHOE

DEPARTMENT OF ENGINEERING

DIRECTOR OF DIRECTOR OF
TRANSPORTATION.......................................... DEPARTMENT OF PUBLIC WORKS

CITY OF SOUTH LAKE TAHOE
ENGINEER.......................................................... CITY ENGINEER OR PROJECT MANAGER OR AUTH.

REPRESENTATIVE

CITY OF SOUTH LAKE TAHOE

1.3 BID DOCUMENTS
The Bid Documents as used in these Special Provisions shall consist of the following:

Notice to Bidders (Document 00100); Instructions to Bidders (Document 00200); Bid Proposal (Document 00400); Bidder's Bond (Document 00410); Designation of Subcontractors (Document 00420); Verification of DIR Compliance (Document 00423; CARB CRC Compliance (Document 00424); Self-Performance Declaration (Document 00425); Debarment and Suspension Certifications (Document 00430); Non-Collusion Declaration (Document 00432); Worker's Compensation Certification (Document 00435); Business and Professions Code Sections 7028.15 and 7031 Statement (Document 00440); Bidder's Statement of Financial Responsibility, Technical Ability and Experience (Document 00450); Equal Employment Opportunity Certification (Document 00460); Non-Lobbying Certification (Document 00465); Disclosure of Lobbying Activities (Document 00466); Construction Contract DBE Commitments (Document 00471); DBE Information – Good Faith Efforts (Document 00475); Agreement (Document 00500); Payment Bond Form (Document 00610); Performance Bond Form (Document 00620); Sample Escrow Agreement for Security Deposits In Lieu of Retention (Document 00630); Warranty/Guaranty Form (Document 00635); Acknowledgment of City Code (Document 00640); Bid Document Certification (Document 00650); Special Provisions (which incorporate by 00700
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reference, and, as specified, modify the Standard Specifications of the State of California, Department of Transportation, dated 2023; the Standard Plans of the State of California, Department of Transportation, dated 2023, and the South Lake Tahoe Public Improvement and Engineering Standards) (Document 00700); Construction Progress Documentation (Document 01300); Contract Construction Drawings (Plans); and any Addenda issued by the City after the initial publication of the Notice to Bidders.

1.4 SPECIFICATIONS AND PLANS
(A) The Work embraced herein shall be governed by, and done in accordance with, the Standard Specifications, the Standard Plans, and the City of South Lake Tahoe Public Improvement and Engineering Standards, insofar as the same may apply, and subject to and in accordance with these Special Provisions, the Project plans and drawings, the technical specifications, and the Contract Documents.
(B) All Contract Documents are intended to be complementary. In case of conflicts among or between the Contract Documents, the order of precedence among and between Contract Documents shall be as follows:
(1) Addenda shall govern over the existing Bid Documents; subsequent Addenda shall govern over prior Addenda only to the extent specified; (2) Supplemental Conditions, if any, shall govern over the Special Provisions; (3) Special Provisions shall govern over the General Provisions (Division 1); (4) The General Provisions (Division 1) shall govern over the Technical Specifications (Divisions 2 through 16) except as otherwise set forth in the Contract Documents;
(5) Special Provisions shall govern over the Standard Specifications, the Standard Plans and the Project plans, and the City of South Lake Tahoe Public Improvement and Engineering Standards; and
(6) Project plans and drawings shall govern over Standard Plans. (7) Standard Plans and Project plans and drawings shall govern over the Standard Specifications.

The following shall also apply in the event of a conflict or discrepancy:
• Written numbers and notes on a drawing govern over graphics; • A detail drawing governs over a general drawing; and
• A detail specification governs over a general specification.

In the case of any conflict as between, on the one hand, any plans and drawings, and, on the other hand, the Standard Specifications, Special Provisions, Supplemental Conditions, General 00700
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Provisions and/or Technical Specifications, the plans and drawings shall govern in matters of quantity and the Standard Specifications, Special Provisions, Supplemental Conditions, General Provisions and/or Technical Specifications shall govern in matter of quality. In cases of conflict within the plans and drawings involving quantities or within the Standard Specifications, Special Provisions, Supplemental Conditions, General Provisions and/or Technical Specifications involving quality, the greater quantity and higher quality must be provided.

The Work shall be measured and paid for in the units as specified in the Base Bid Schedule, and in accordance with the requirements of the Special Provisions and the Contract Documents.

END OF SECTION 1
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SECTION 2: BIDDING

2.1 GENERAL
(A) The Contractor’s attention is directed to the provisions of Section 2, “Bidding”, of the Standard Specifications, as modified by these Special Provisions and the Contract Documents, all of which are applicable to this Project. In addition to the provisions in Section 2, “Bidding”, of the Standard Specifications, the Contractor’s attention is directed to the Notice to Bidders (Document 00100), Instructions to Bidders (Document 00200), Bid Proposal (Document 00400), and these Special Provisions for the requirements and conditions which must be observed in the preparation of the Bid Proposal form and the submission of a complete and responsive Bid.
(B) Delete Section 2-1.02, “Bid Ineligibility”, of the Standard Specifications, and replace with the following:

Unless otherwise prohibited by California or federal law and subject to the terms and conditions of the Bid Documents, any responsible contractor qualified and authorized under applicable California law, including without limitation, the Public Contract Code, the Business & Professions Code, the Government Code and the City of South Lake Tahoe City Code, may submit a bid for the Project, subcontract for a portion of the Work and/or supply materials or equipment for the Work.
(C) Delete paragraphs 2 through 4 of the Section 2-1.06A, “General”, of the Standard Specifications, and replace with the following:

In accordance with Document 00100.2.09 – Notice to Bidders (“Availability of Bid Documents”), copies of all Bid Documents (including the Bid Proposal), but not including the Standard Specifications and Standard Plans, may be viewed at the Department of Public Works Office, 1740 D Street, South Lake Tahoe, California 96150, and shall be available after registering as a vender at the following internet address:
http://www.planetbids.com/portal/portal.cfm?CompanyID=14997# Standard Specifications and Standard Plans can be viewed and/or downloaded from the California Department of Transportation website.
(D) Delete Section 2-1.06B, “Supplemental Project Information”, of the Standard Specifications.
(E) Insert the phrase “Carefully and diligently” at the start of the first sentence of Section 2-1.07, “Job Site and Document Examination”, of the Standard Specifications. Insert the following at the end of Section 2-1.07, “Job Site and Document Examination”, of the Standard Specifications:

The submission of a Bid is conclusive evidence that the Bidder has investigated and is fully aware of the conditions and difficulties that may be encountered, including the availability of labor and materials to be 00700
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provided, of the character, quality and quantities of Work to be performed, and of the requirements of all Bid Documents.

Failure of Bidder to educate itself with available information will not relieve Bidder from responsibility for estimating properly the difficulty or cost of successfully performing the Work. Bidders are required to inform themselves fully of the conditions relating to the construction and labor under which the Work will be or is now performed, and, so far as possible, the successful Bidder must employ such means and methods in carrying out its Work as will not cause any interruption or interference with any other contractor and/or work undertaken directly by City forces.

Where investigation of subsurface conditions has been made by the City with respect to foundation or other design aspects, Bidders may inspect the City's records of such investigation, including examination of samples and drill cores, if any. When logs of test borings indicating a record of the data obtained by the City's investigation of subsurface conditions are made available, said logs represent only the investigator's opinion as to the character of material encountered in test borings and are made available only for the convenience of Bidders.

Investigation of subsurface conditions is made for the purpose of design, and the City assumes no responsibility, whatsoever, with respect to the sufficiency of test borings, accuracy of the log of test borings, of other preliminary investigations, or in the interpretation thereof. There is no warranty or guarantee, express or implied, that the conditions indicated are representative of those existing throughout the Work, or any part of it, or that unforeseen conditions may not be encountered. No information derived from such inspection of records of preliminary investigations made by the City, or from the maps, drawings, plans, or Contract Documents relieve Contractor from any risk or from properly fulfilling all the terms of the Agreement. Records of such preliminary investigations as may have been made by the City may be inspected by contacting the City’s Authorized Representative as identified in the Notice to Bidders.

Making information available to Bidders is not to be construed in any way as a waiver of the aforesaid provisions, and Bidders must satisfy themselves through their own investigations as to conditions to be encountered. Should Bidder wish to perform any inspection or investigation of the Project site so as to satisfy itself as to the condition(s) that may be encountered, Bidders shall submit a written request to the City, at least two weeks prior to the date specified for the submission of bids, identifying any reasonable inspection or investigation that Bidder wishes to perform. Thereafter, and within the sole discretion of the City, Bidder may be allowed to perform the requested inspections or investigations at the Project site subject to the express satisfaction of any conditions required by the City, including, without limitation, the procurement by Bidder of acceptable insurance 00700
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coverage(s) and the performance of the requested inspections or investigations at times and locations as specified by the City.

Bidder must carefully study and compare the requirements of the Contract Documents with each other and must advise the City, in writing, of any errors, inconsistencies or omission discovered. If the Bidder performs any Work knowing it involves a recognized error, inconsistency or omission in the requirement of the Contract Documents, without notice to the City, the Contractor assumes responsibility for such performance and will bear the cost for correction. (F) Replace the phrase “Subcontractor List” with “Document 00420 (“Designation of Subcontractors”)” in the first sentence in Section 2-1.10, “Subcontractor List”, of the Standard Specifications. Delete the second paragraph in Section 2-1.10, “Subcontractor List”, of the Standard Specifications, and insert the following:

Bidder shall utilize Document 00420 (“Designation of Subcontractors”) to list the names and locations of all Subcontractors performing more than onehalf of one percent of the value of the Work, to provide a description of the subcontracted Work performed by any listed Subcontractor, and to provide all other information required by the Bid Documents, all in accordance with the Subletting and Subcontracting Fair Practices Act (the “Act”), commencing with Section 4100 of the Public Contract Code. The Bidder’s attention to invited to the other provisions of the Act related to the imposition of penalties for a failure to observe its provisions by using unauthorized subcontractors or by making unauthorized substitutions. (G) Delete the first paragraph of Section 2-1.12B(2), "DBE Commitment Submittal," and replace it with the following:

Submit DBE information on the “Construction Contract DBE Commitment,” Exhibit 15-G, form included in the Bid Documents (Document 00471) with the bid, or alternatively, within four (4) working days after the bid opening.
(H) Delete the first paragraph of Section 2-1.12B(3), "Good Faith Efforts Submittal,” and replace it with the following:

If you have not met the DBE goal, complete and submit the “DBE Information - Good Faith Efforts,” Exhibit 15-H, form included with the Bid Documents (Document 00475) showing that you made adequate good faith efforts to meet the goal, and submit this form with the bid, or alternatively, received by the City within five (5) working days after the bid opening. If the “DBE Information - Good Faith Efforts,” Exhibit 15-H, form (Document 00475) is not submitted with the bid, it must be received by the Department of Public Works no later than five (5) calendar days after the bid opening.
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(I) Delete Section 2-1.15, “Disabled Veteran Business Enterprises”, of the Standard Specifications.
(J) Delete Section 2-1.18, “Small Business and Non-Small Business Subcontractor Preferences”, of the Standard Specifications.
(K) Delete Section 2-1.27, “California Companies”, of the Standard Specifications. (L) Delete Section 2-1.33D, “Opt Out of Payment Adjustments for Price Index Fluctuations”, of the Standard Specifications.
(M) Delete Section 2-1.31, “General”, of the Standard Specifications, and insert the following:

A separate Bid Proposal (Document 00400) is provided with these Bid Documents. The Bidder’s attention is directed to Document 00400.7.0 (“Attached Documents”), which requires Bidder to submit certain enumerated Bid Documents as a material part of the Bid Proposal. The Bid Proposal shall be submitted as described in, and in accordance with, the Bid Documents, including, without limitation, the Notice to Bidders (Document 00100), Instructions to Bidders (Document 00200), and Bid Proposal (Document 00400). All Bid Proposals shall set forth, in ink, for each item of work in clearly legible figures, a unit price and a total for the item, in the respective spaces provided and shall be signed by the Bidder, who shall fill out all blanks and provide all information as required in the Bid Proposal forms, and timely submit all aspects of the Bid Proposal forms as required therein.
(N) Delete Section 2-1.33B, “Electronic Bids”, of the Standard Specifications. (O) Insert the following at the end of Section 2-1.34, “Bidder’s Security”, of the Standard Specifications:

The Bidder’s Bond shall conform to Document 00410 (“Bidder’s Bond”). All bids shall be presented under sealed cover and accompanied by a proposal guaranty (Bidder’s Security) in an amount of not less than 10% of the bid price, as a guarantee the bidder will execute the Agreement with the City upon acceptance of the Bid by the City Council.
(P) Insert the following at the end of Section 2-1.46, “Department’s Decision on Bid”, of the Standard Specifications:

The City reserves all rights to reject any or all Bids, and to waive any minor irregularity in the completion of the Bid Proposal form within its sole discretion.
(Q) Insert the following at the end of Section 2-1.47, “Bid Relief”, of the Standard Specifications:
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Attention is directed to the provisions of California Public Contract Code Sections 5100 through 5107 that set forth the criteria and procedures for relief of Bidders, and for authorizing an award of the Agreement to another Bidder.

2.2 DISCLOSURES AND COMPLIANCE CERTIFICATIONS
(A) Public Contract Code Section 10232 (Chapter 466, Stats.1982) provides as follows:

Every contract shall contain a statement by which the Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board. For purposes of this section, a finding of contempt does not include any finding which has been vacated, dismissed, or otherwise removed by the court because the Contractor has complied with the order which was the basis for the finding. The State may rescind any contract in which the Contractor falsely swears to the truth of the statement required by this section.

A form for the statement required by Section 10232 of the Public Contract Code is located at Document 00430 (“Debarment and Suspension Certifications”). By executing Document 00430 (“Debarment and Suspension Certifications”), the Contractor acknowledges compliance with Section 10232 of the California Public Contract Code.
(B) In accordance with Public Contract Code Section 7106, a Non-Collusion Declaration is included at Document 00430 (“Non-Collusion Declaration”). (C) In accordance with Section 4552 of the Government Code, Bidder shall conform to the following requirements:

In submitting a bid to the City, the bidder offers and agrees that if the bid is accepted, it will assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Section 15) or under the Cartwright Act [Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code], arising from purchases of goods, materials, or services by the bidder for sale to the City pursuant to the bid. Such assignment shall be made and become effective at the time the City tenders final payment to the bidder. (D) The Contractor, sub-recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of Title 49 CFR (Code of Federal Regulations), Part 26 in the award and administration of US DOT assisted contracts. Failure by the Contractor to carry out these requirements is a material 00700
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breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. Each subcontract signed by the Contractor must include these assurances.

Failure of the Contractor to fulfill the requirements of the Special Provisions for submittals required to be furnished after bid opening, including but not limited to self-performance certifications and escrowed bid documents, where applicable, may subject the Contractor to a determination of the Contractor’s responsibility in the event it is the apparent low bidder on future City public works contracts.

2.3 ESCROW OF BID DOCUMENTS
(A) SCOPE:
(1) The three (3) apparent lowest bidders shall submit, within three (3) business days after opening of bids, one (1) copy of all documentary information generated in preparation of the bid price for the Project. This material is hereinafter referred to as “Escrow Bid Documents.” The Escrow Bid Documents submitted by any bidder that is not awarded the Agreement shall be promptly returned by the City subsequent to the award of the Agreement. The Escrow Bid Documents will be held in escrow for the duration of the Agreement. Any other bidders considered for the award of the Agreement shall also comply with this provision, if required by the City. (2) The Contractor agrees, as a condition of award of the Agreement, that the Escrow Bid Documents constitute the complete, only and all of the information used in preparation of the bid, and that no other bid preparation information will be considered in resolving claims or disputes. (3) Nothing in the Escrow Bid Documents shall change or modify the terms or conditions of the Contract Documents.
(B) SAFEGUARDING OF ESCROW BID DOCUMENTS:

The Escrow Bid Documents are and will always remain the property of the Contractor, subject only to joint review by the City and the Contractor, as provided herein. The City expressly acknowledges that the Escrow Bid Documents constitute the Bidder’s proprietary and confidential information. The City agrees to cooperate with Contractor to safeguard the Escrow Bid Documents and all the information contained therein against disclosure to the fullest extent permitted by law.
(C) PURPOSE:

Escrow Bid Documents may be used to assist in the negotiation of the settlement of claims, disputes and other controversies, including disputes concerning chance orders. They will not be used for evaluation of the successful Contractor’s anticipated means and methods of construction. 00700
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(D) FORMAT AND CONTENTS:
(1) The Contractor may submit Escrow Bid Documents in its usual costestimating format. Escrow Bid Documents shall be adequate to enable complete understanding and proper interpretation for their intended use. (2) The Escrow Bid Documents shall clearly itemize the estimated costs of performing the work. Items shall be separated into sub-items as required to present a complete and detailed cost estimate and allow a detailed cost review. The Escrow Bid Documents shall include all quantity takeoffs, labor, equipment, calculations of rate production and progress, copies of quotations from subcontractors and suppliers, and memoranda, narratives, consultants’ reports, add/deduct sheets, and all other information used by the Contractor to arrive at the prices contained in the bid proposal.

Estimated costs shall be broken down into the Contractor’s usual estimate categories, such as direct labor, repair labor, material, equipment, construction equipment operation, construction equipment ownership, expendable materials, materials and subcontractor costs as appropriate.

Plant and equipment, indirect costs shall be detailed in the Contractor’s usual format. The Contractor’s allocation of plant and equipment, indirect costs, contingencies, markup and other items shall be included. (3) All costs shall be identified for all items. For bid items amounting to less than $10,000.00, estimated unit costs are acceptable without a detailed cost estimate, provided that labor, equipment, materials, construction equipment, expendable materials and subcontracts, as applicable, are included, and provided that indirect costs, contingencies, and mark-up, as applicable, are allocated.
(4) Bidding materials provided by the City shall not be included in the Escrow Bid Documents unless needed to comply with the requirements of this section.
(E) SUBMITTAL:
(1) The Escrow Bid Documents shall be submitted in a sealed container(s) within three (3) business days after opening of bids. The container shall be clearly marked on the outside with the Contractor’s name, date of submittal, project name and the words “Escrow Bid Documents.” (2) The Escrow Bid Documents shall be accompanied by an index to inventory the contents of the submittal and a Bid Documentation Certification (Document 00650), signed by the individual who executed the bid proposal, stating that the material in the Escrow Bid Documents constitutes all documentary information used in preparation of the bid and that he/she has personally examined the contents of the Escrow Bid Documents container and has found that the documents in the container(s) 00700
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are complete and organized as shown by the Contractor’s index. (3) Prior to award, the Escrow Bid Documents of the Contractor will be unsealed, examined, organized, and inventoried by representatives of City, together with members of the Contractor’s staff who are knowledgeable in how the bid was prepared.

This examination is to ensure that the Escrow Bid Documents are authentic, legible, and complete. It will not include review of, and will not constitute approval of, proposed construction methods, estimating assumptions, or interpretations of Contract Documents. This examination is subject to the condition that, as trade secrets, the Escrow Bid Documents are proprietary and confidential as described in Paragraph B. Examination will not alter any condition(s) or term(s) of the Agreement.

If all the documentation required in Paragraph D, “Format and Contents,” has not been included in the original submittal, additional documentation shall be submitted, at the City’s sole discretion, prior to award of the Agreement.

If the Agreement is not awarded to the lowest bidder, the Escrow Bid Documents of the next lowest bidder shall be processed as described above and all terms and conditions of this Section shall be applicable to said bidder.
(4) Timely submission of complete Escrow Bid Documents is an essential element of the Contractor’s responsibility and a prerequisite to contract award. FAILURE TO PROVIDE THE NECESSARY

ESCROW BID DOCUMENTS WILL BE SUFFICIENT CAUSE FOR
THE CITY, IN ITS SOLE DISCRETION, TO REJECT THE BID. If the Contractor’s proposal is based on subcontracting any part of the work, each subcontractor, whose total subcontract price exceeds $150,000, shall provide separate Escrow Bid Documents to be submitted with those of the Contractor. These submittals will be examined in the same manner and at the same time as the examination described above. If the Contractor wishes to subcontract any portion of the work or requests substitutions of any subcontractor after award, the City retains the right to require the Contractor to submit Escrow Bid Documents from the proposed subcontractor before the subcontract or substitution is approved.
(5) Escrow Bid Documents submitted by unsuccessful Contractors will be returned, unless as provided above, as soon as they are no longer needed by City.
(F) STORAGE:

The Escrow Bid Documents will be stored, for the life of the Agreement, at the City’s offices. The City will pay the cost of storage. 00700
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(G) EXAMINATION:
(1) The Escrow Bid Documents shall be examined by the City and Contractor, at any time deemed necessary by either the City or the Contractor, in the event of any claims or disputes arising upon the Project, including, without limitation, any disputes arising from the pricing of any claim, change or extra work.
(2) Examination of the Escrow Bid Documents is subject to the following conditions:
(a) The Escrow Bid Documents shall be considered proprietary and confidential.
(b) The City and the Contractor shall each designate, in writing to the other party with a minimum of five (5) days notice prior to examination, representatives who are authorized to examine the Escrow Bid Documents.

No other person shall have access to the Escrow Bid Documents. (c) Access to the Escrow Bid Documents under this paragraph will take place only in the presence of duly designated representatives of both the City and the Contractor.
(H) FINAL DISPOSITION:

The Escrow Bid Documents will be returned to the Contractor at such time as the Agreement has been completed and/or final settlement of any dispute(s) has been achieved subsequent to final completion.

2.4 FEDERAL AID PROJECT REQUIREMENTS
The work will be funded, in whole or part, with Federal funds. The following provisions supplement the Contract Documents with additional federal requirements that may be applicable, and are intended to be compatible with the Contract Documents and these Special Provisions, not to conflict therewith. Contractor shall review and comply with all applicable federal requirements, regardless as to whether such requirements are expressly or implicitly called for in the Bid Documents or the Contract Documents. In the event that the federal requirements conflict with other Contract Document provisions, or are otherwise ambiguous, the provisions shall be interpreted to require maximum compliance with any and all applicable laws.

See the provisions below and the Standard Specifications, including, without limitation, Section 7-1.11. Form FHWA 1273, as set forth in Standard Specification Section 7-1.11B, is included in the Agreement. Contractor shall ensure that Form FHWA 1273 is physically incorporated (and not incorporated by reference) into each subcontract and lower-tier subcontracts. Additionally, Contractor shall strictly comply with all requirements and obligations arising from any federal laws, statutes and regulations as may be applicable to this Project, including, without limitation, Title 7 of the Code of Federal Regulations, Part 00700
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3016, and, specifically, all laws, statutes, regulations, requirements, and obligations as set forth in 7 CFR § 3016.36(i).

2.4.1 FEDERAL LOBBYING RESTRICTIONS
Section 1352, Title 31, United States Code prohibits Federal funds from being expended by the recipient or any lower tier subrecipient of a Federal-aid contract to pay for any person for influencing or attempting to influence a Federal agency or Congress in connection with the awarding of any Federal-aid contract, the making of any Federal grant or loan, or the entering into of any cooperative agreement. If any funds other than Federal funds have been paid for the same purposes in connection with this Federal-aid contract, the recipient shall submit an executed certification and, if required, submit a completed disclosure form as part of the bid documents.

A certification for Federal-aid contracts regarding payment of funds to lobby Congress or a Federal agency is included in the Proposal. Standard Form - LLL, “Disclosure of Lobbying Activities,” (Document 00466) with instructions for completion of the Standard Form is also included in the Proposal. Signing the Proposal shall constitute signature of the Certification.

The above referenced certification and disclosure of lobbying activities shall be included in each subcontract and any lower-tier contracts exceeding $100,000. All disclosure forms, but not certifications, shall be forwarded from tier to tier until received by the City’s Authorized Representative.

The Contractor, subcontractors and any lower-tier contractors shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed by the Contractor, subcontractors and any lower-tier contractors. An event that materially affects the accuracy of the information reported includes:

A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered Federal action; or A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; or
A change in the officer(s), employees(s), or Member(s) contacted to influence or attempt to influence a covered Federal Action.

2.4.2 SUBCONTRACTOR AND DBE RECORDS
The Contractor shall maintain records showing the name and business address of each first tier subcontractor. The records shall also show the name and business address of every DBE subcontractor, DBE vendor of materials and DBE trucking company, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all of these firms. DBE prime contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. 00700
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Upon completion of the Agreement, a summary of these records shall be prepared on “Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subcontractors” Form CEM-2402(F) and certified correct by the Contractor or the Contractor's authorized representative, and shall be furnished to the City’s Authorized Representative. The form shall be furnished to the City’s Authorized Representative within 90 days from the date of contract acceptance. The amount of $10,000 will be withheld from payment until a satisfactory form is submitted.

Prior to the fifteenth of each month, the Contractor shall submit documentation to the City’s Authorized Representative showing the amount paid to DBE trucking companies. The Contractor shall also obtain and submit documentation to the City’s Authorized Representative showing the amount paid by DBE trucking companies to all firms, including City operators, for the leasing of trucks. If the DBE leases trucks from a non DBE, the Contactor may count only the fee or commission the DBE receives as a result of the lease arrangement.

The Contractor shall also obtain and submit documentation to the City’s Authorized Representative showing the truck number, City's name, California Highway Patrol CA number, and if applicable, the DBE certification number of the City of the truck for all trucks used during that month. This documentation shall be submitted on “Monthly DBE Trucking Verification” Form CEM-2404(F).

2.4.3 DBE CERTIFICATION STATUS
If a DBE subcontractor is decertified during the life of the project, the decertified subcontractor shall notify the Contractor in writing with the date of decertification. If a subcontractor becomes a certified DBE during the life of the project, the subcontractor shall notify the Contractor in writing with the date of certification. The Contractor shall furnish the written documentation to the City’s Authorized Representative.

Upon completion of the contract, “Disadvantaged Business Enterprises (DBE) Certification Status Change” Form CEM-2403(F) indicating the DBE’s existing certification status shall be signed and certified correct by the Contractor. The certified form shall be furnished to the City’s Authorized Representative within 90 days from the date of contract acceptance.

2.4.4 PERFORMANCE OF SUBCONTRACTORS
The form for listing the subcontractors as required in Section 2-1.10, “Subcontractor List,” of the Standard Specifications, as modified by the Special Provisions, is found at Document 00420 (“Designation of Subcontractors”), which describes the information to be provided with respect to each listed subcontractor. The Contractor is directed to Public Contract Code Section 4100, et seq. (Subletting and Subcontracting Fair Practices Act) related to the imposition of penalties for a failure to observe its provisions by using unauthorized subcontractors or by making unauthorized substitutions. See Section 5-1.13B (“Disadvantaged Business Enterprises”) of the Standard Specifications. 00700
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2.4.5 DBE COMMITMENT FORMS
A “Construction Contract DBE Commitment” form is included in the Bid Documents (Document 00471) to be executed by the Contractor, and shall be submitted with the Bid, or alternatively, received by the City within five (5) working days after the bid opening.

The purpose of the form is to collect data required under 49 CFR 26. Even if no DBE participation will be reported, the successful bidder must execute and return the form.

The Contractor’s “Construction Contract – DBE Commitment” form should include the names, addresses and phone numbers of DBE firms that will participate, with a complete description of work or supplies to be provided by each, and the dollar value of each DBE transaction. When 100 percent of a contract item of work is not to be performed or furnished by a DBE, a description of the exact portion of that work to be performed or furnished by that DBE should be included in the DBE information, including the planned location of that work. A Contractor certified as a DBE should describe the work it has committed to performing with its own forces as well as any other work that it has committed to be performed by DBE subcontractors, suppliers and trucking companies.

The Contractor is encouraged to provide written confirmation from each DBE that the DBE is participating in the contract. A copy of a DBE’s quote will serve as written confirmation that the DBE is participating in the contract. If a DBE is participating as a joint venture partner, the Contractor is encouraged to submit a copy of the joint venture agreement.

2.5 BUY AMERICA REQUIREMENTS
Buy America Requirements apply to steel and iron, manufactured products, and construction materials permanently incorporated into the project.

Steel and Iron Materials
All steel and iron materials must be melted and manufactured in the United States except:

1. Foreign pig iron and processed, pelletized, and reduced iron ore may be used in the domestic production of the steel and iron materials [60 Fed Reg 15478 (03/24/1995)];

2. If the total combined cost of the materials produced outside the United States does not exceed the greater of 0.1 percent of the total contract amount or $2,500, materials produced outside the United States may be used if authorized.

Furnish steel and iron materials to be incorporated into the work with certificates of compliance and certified mill test reports. Mill test reports must indicate where the steel and iron were melted and manufactured. All melting and manufacturing processes for these materials, including an application of a coating, must occur in the United States.

Coating includes all processes that protect or enhance the value of the material to which the coating is applied.

Manufactured Products
Iron and steel used in precast concrete manufactured products must meet the requirements of the above section (Steel and Iron Materials) regardless of the amount used. Iron and steel used in other manufactured products must meet the requirements of 00700
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the above section (Steel and Iron Materials) if the weight of steel and iron components constitute 90 percent or more of the total weight of the manufactured product.

Construction Materials
Buy America requirements apply to the following construction materials that are or consist primarily of:

1. Non-ferrous metals

2. Plastic and polymer-based products such as:

2.1 Polyvinylchloride

2.2 Composite Building Materials

3. Glass

4. Fiber optic cable (including drop cable)

5. Optical fiber

6. Lumber

7. Engineered wood

8. Drywall
All manufacturing processes for these materials as defined in 2 CFR 184.6 must occur in the United States.

Where one or more of these construction materials have been combined by a manufacturer with other materials through a manufacturing process, Buy America requirements do not apply unless otherwise specified.

Furnish construction materials to be incorporated into the work with certificates of compliance with each project delivery. Manufacturer’s certificate of compliance must identify where the construction material was manufactured and attest specifically to Buy America compliance.

All manufacturing processes for these materials must occur in the United States.

Buy America requirements do not apply to the following:

1. Tools and construction equipment used in performing the work

2. Temporary work that is not incorporated into the finished project END OF SECTION 2
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SECTION 3: CONTRACT AWARD AND EXECUTION

3.1 GENERAL
(A) The Contractor’s attention is directed to the provisions of Section 3, “Contract Award and Execution”, of the Standard Specifications, as modified by these Special Provisions and the Contract Documents, all of which are applicable to this Project. (B) Delete the “except” in the first paragraph and the following two numbered paragraphs in Section 3-1.02B, “Tied Bids”, of the Standard Specifications. (C) Delete the three paragraphs in Section 3-1.04, “Contract Award”, of the Standard Specifications, and insert the following:

If the City awards the Agreement, it will be awarded within 90 days of opening of the bids to the lowest responsible bidder whose proposal complies with all the requirements prescribed (unless the City and Bidder(s) have agreed in writing to extend the time to make an award of contract).

Pursuant to Document 00200 – Instructions to Bidders, Article 26 (“Bid Protests”), Bid Protests shall be received by the Public Works Director, City of South Lake Tahoe, at 1740 D Street, South Lake Tahoe, California 96150-6251, before 4:00 p.m. no later than ten (10) working days following the bid opening.
(D) At Section 3-1.05, “Contract Bonds (Pub Cont Code §§ 10221 and 10222)”, of the Standard Specifications, replace the phrase “furnish 2 bonds” with the phrase “furnish Contract Bonds, which shall include all bonds as required under the Contract Documents and the following:”
(E) At Section 3-1.05.2, “Contract Bonds (Pub Cont Code §§ 10221 and 10222)”, of the Standard Specifications, replace the phrase “equal to at least 50 percent of the total bid” with the phrase “equal to at least 100 percent of the total bid”. (F) Delete Section 3-1.08, “Small Business Participation Report”, of the Standard Specifications.
(G) Delete Section 3-1.11, “Payee Data Record”, of the Standard Specifications. (H) Delete entirely, Section 3-1.18, “Contract Execution”, of the Standard Specifications, and replace with the following:

The fully executed Agreement shall be executed by the successful Bidder and shall be returned, together with all required (and completed) Contract Bonds on the approved forms (including the Payment Bond (Document 00610) and Performance Bond (Document 00620)), certificates of insurance (with endorsements) and all other documents required to be completed and submitted pursuant to the Contract Documents, to the City 00700
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so that all required documents and information are received within ten (10) calendar days after the Bidder has received the Notice of Award from the City. Bidder’s failure to promptly execute the Agreement and to return all required documents and information, including, without limitation, certificates of insurance (with endorsements) to the City shall be just cause for forfeiture of the Bidder’s Security.

3.2 CONTRACT BONDS
Contract Bonds required as prescribed in this Section 3 of the Standard Specifications, as modified by the Special Provisions and Contract Documents, shall include a Performance Bond equal to one hundred percent (100%) of the amount of the Agreement, and a Payment Bond equal to one hundred percent (100%) of the Agreement, and any other bonds, including any Maintenance and Warranty Bond, as may be required by the City. The form of the Performance Bond (Document 00620) and the Payment Bond (Document 00610) to be provided by the successful Bidder are included within the Bid Documents.

3.3 BUSINESS AND PROFESSIONS TAX
Chapter 3.35 of the South Lake Tahoe City Code requires that any person carrying on any business, trade, profession, calling, or occupation in the City must first procure a Business and Professions Tax Certificate from the City.

The successful bidder and any subcontractors shall complete an application and pay the required fees for the Business and Professions Tax prior to starting work on the contract.

Information regarding the Business and Professions Tax may be obtained by calling the City of South Lake Tahoe Permits and Revenue Division at (530) 542-6012.

END OF SECTION 3
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SECTION 4: SCOPE OF WORK

4.1 GENERAL
(A) The Contractor’s attention is directed to the provisions of Section 4, “Scope of Work”, of the Standard Specifications, as modified by these Special Provisions and the Contract Documents, all of which are applicable to this Project. (B) At Section 4-1.06, “Differing Site Conditions (23 CFR 635.109)”, of the Standard Specifications, delete the phrase from the Section heading “(23 CFR 635.109)”. (C) At Section 4-1.06B, “Contractor’s Notification”, of the Standard Specifications, delete the phrase “Promptly notify the Engineer if you find either of the following conditions:” and replace with the following phrase: “Promptly notify the Engineer, in writing, and in any event no later than twenty-four (24) hours after discovery, and before such conditions are disturbed, if you find either of the following conditions:”.
(D) At Section 4-1.07A, “General”, of the Standard Specifications, delete the word “Reserved” and insert the following: “The application and implementation of the Value Engineering provisions to the Project, if at all, shall remain within the sole discretion of the City, and the City shall under no circumstances, at any time, be required or obligated to review or accept any Value Engineering Change Proposal.” (E) Delete Section 4-1.07C, “Value Analysis Workshop”, of the Standard Specifications.

4.2 CHANGES AND EXTRA WORK
Delete Sections 4-1.05A “General” and 4-1.05B “Work-Character Changes”, of the Standard Specifications, and replace with the following:
4-1.05A GENERAL
The City may, at any time, and without notice to the Contractor’s surety or sureties, make or order changes in the Work within the general scope of the Contract Documents, including, but not limited to, additions, deletions or other revisions, and/or changes in the Contract Documents or in the method and manner of performing the Work. Such changes shall be ordered or documented by:
(a) Field Modification, which is a written instruction, clarification or additional information communicated by the City or its authorized representative to Contractor directing or authorizing a minor adjustment in the Work or the requirements of the Contract Documents that does not change the Contract Sum or Contract Time;
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(b) Change Order, which is a written amendment to the Contract Documents, changing the Work, and/or the Contract Documents, and/or the Contract Sum, and/or the Contract Time; or
(c) Construction Change Directive.
4-1.05B CHANGES AND EXTRA WORK
4-1.05B(1) Upon request by the City, Contractor shall promptly provide the City with Contractor's proposed cost and time estimates detailing the amount to be added to or deducted from the Contract Sum and/or Contract Time due to any proposed change. Within five (5) calendar days, or as otherwise directed in writing by the City, Contractor shall promptly provide the City with Contractor’s detailed, itemized proposal, which must include:
(i) detailed estimates and other documentation supporting the proposed cost; and (ii) any required adjustments to the Contract Time known by the Contractor to be directly or indirectly attributable to the proposed change.

All requests for adjustment to the Contract Time shall be supported by a detailed schedule analysis in accordance with, and as specified in, Document 01300 (“Construction Progress Documentation”). 4-1.05B(2) Should Contractor fail to promptly submit the required information and documentation as required or requested by the City, or, after Contractor has timely submitted its cost and time proposal, the City and Contractor fail to successfully negotiate or agree on the adjustment, if any, to the Contract Sum and/or Contract Time associated with the proposed changed work, the City may issue a Construction Change Directive. The Construction Change Directive shall constitute the City’s final determination with respect to the adjustment, if any, to the Contract Sum and/or Contract Time due to the proposed change request, and Contractor must immediately proceed with the Work as directed by the City. If warranted in the judgment of the City, the Contract Sum and/or Contract Time may be changed pursuant to the Construction Change Directive in accordance with the City's estimate of cost and time associated with the change request. If Contractor disputes any portion of the Construction Change Directive, Contractor must maintain all time and materials records for “Force Account” Work as specified in Section 9-1.04, “Force Account” of the Standard Specifications, as modified by the Special Provisions. If Contractor fails to maintain such records or fails to submit such records within ten (10) calendar days following completion of the added Work, the City’s estimate will be used for the purpose of final adjustment, if any, to the Contract Sum and/or Contract Time. In the event Contractor disputes the adjustment, if any, to the Contract Sum and/or Time pursuant to the Construction Change Directive, Contractor’s sole and exclusive remedy shall be to pursue a claim in strict accordance with the requirements of Sections 8 and 9 of the Special Provisions, including, without limitation, Section 9.11 (“Claims and Dispute Resolution”). In the event of any dispute between City and Contractor concerning any Construction Change 00700
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Directive (or Change Order), Contractor shall not stop work but will prosecute the Work diligently to completion in the manner directed by City, and the dispute shall be resolved in strict accordance with the requirements of Sections 8 and 9 of the Special Provisions, including, without limitation, Section 9.11 (“Claims and Dispute Resolution”).
4-1.05B(3) At the request of the City, a representative(s) on behalf of the Contractor with authority to execute Change Orders shall promptly meet in person, with the City’s Authorized Representative or his/he designee, at the City’s offices, to attempt to resolve any disputes regarding adjustments to the Contract Sum and/or Contract Time arising from any proposed change request.
4-1.05B(4) When Work is deleted, the City is entitled to a credit for the deleted Work. The credit adjustment to the Contract Sum and/or Contract Time for deleted Work will be determined in accordance with the Contract Documents, including, as applicable, Sections 8 and 9 of the Standard Specifications, as modified by the Special Provisions. Unless the City and Contractor agree otherwise pursuant to a Change Order, the credit adjustment to the Contract Sum shall be determined based upon the unit prices (or lump sum prices) for the scope of the deleted Work as set forth in Contractor’s Bid Proposal and/or Schedule of Values, plus an additional 15% for overhead and profit. However, in the event the City determines that the unit prices (or lump sum prices) associated with the deleted Work, as set forth in Contractor’s Bid Proposal and/or Schedule of Values, do not provide an accurate or appropriate basis for determining the credit adjustment to the Contract Sum, the City may determine the appropriate adjustment in any reasonable manner.

If Contractor has ordered acceptable material for the deleted Work before the date of notification of such deletion by the City, and if orders for such material cannot be canceled, such material will be paid for by the City at Contractor's actual cost. In such case, the material paid for will become the City's property and the City will pay the actual cost of any further handling.

If the material is returnable to the vendor and if the City so directs, Contractor must return the material and the City will pay the actual costs of returning the material, including reasonable and verifiable handling and restocking charges. The actual costs or charges to be paid by the City to Contractor for deleted materials as provided in this paragraph will be computed in the same manner as if the Work were to be paid for on a “Force Account” basis in accordance with Section 9-1.04, “Force Account” of the Standard Specifications, as modified by the Special Provisions. 4-1.05B(5) Contractor's written acceptance of a Change Order constitutes a final and binding agreement to the provisions thereof and a waiver of all claims in connection therewith, whether direct, indirect or consequential. Pursuant to Public Contract Code §7100, Contractor may 00700
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specifically exclude individual Change Order items from operation of the Contractor's written acceptance of the Change Order and waiver of all claims in connection therewith. However, a general statement that Contractor reserves its right to seek a further adjustment of the Contract Sum and/or Contract Time at a future date for the Work, including Work associated with the Change Order, will not be permitted. If Contractor disagrees with any terms or conditions of a Change Order, Contractor must sign it with the statement "Signed Under Protest" and attach a written statement detailing the basis of the disagreement. The written statement detailing the basis of the disagreement must specifically identify each item to be excluded from the Contractor's waiver and state why Contractor is unable to determine the adjustment of the Contract Sum and/or Contract Time arising from the items excluded in the Contractor's release. 4-1.05B(6) Adjustments, if any, to the Contract Sum and/or Contract Time by reason of any modifications of the Work as set forth in a proposed change, shall be set forth in a Change Order or Construction Change Directive, and shall be determined by one or more of the methods, as elected by the City, as authorized pursuant to Sections 8 and 9 of the Standard Specifications, as modified by the Special Provisions, and the Contract Documents.
4-1.05B(7) Unless the City and Contractor agree otherwise pursuant to a Change Order, the following shall apply:
(a) During the first sixty (60) calendar days of any Compensable Delay, Contractor shall not be entitled to any separate mark-up on its labor, material or equipment costs, or those incurred by its subcontractors or suppliers, including, without limitation, any mark-up for overhead, profit or general conditions otherwise allowed on labor, materials and equipment pursuant to Section 9-1.04, “Force Account”, and Section 9-1.05, Extra Work Performed by Specialists, of the Standard Specification. In accordance with the Contract Documents, including, without limitation Document 00400.4.2 (“Bid Proposal”), the daily amount that Contractor may charge to the City for all delay costs, direct and indirect (and inclusive of all expenses and damages, including, without limitation, jobsite and home office overhead costs and extended general conditions) applicable to the first sixty (60) calendar days of Compensable Delay is the amount set forth in Document 00400.4.2 (“Bid Proposal”). This sum shall represent the exclusive and sole amount (i.e., payment in full for any and all direct and indirect delay costs) that Contractor, on behalf of itself and subcontractors and suppliers, of every tier, shall receive for any and all Compensable Delay(s) during the first sixty (60) calendar days of Compensable Delay at the Project.
(b) After the first sixty (60) calendar days of any Compensable Delay, delay costs, if allowable, inclusive of all direct and indirect costs, 00700
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expenses and damages (including, without limitation, jobsite and home office overhead costs and extended general conditions), arising from a Compensable Delay shall be determined in accordance with Sections 8 and 9 of the Standard Specifications, as modified by the Special Provisions, and the Contract Documents.
4-1.05B(8) Any alteration or alterations made in the plans and specifications, which are a part of the Contract Documents, or any provision of the Contract Documents, shall not operate to release any surety or sureties from liability on any bond or bonds attached hereto and made a part thereof, and consent to make such alterations is hereby given, and the sureties to said bonds hereby waive the provisions of Section 2819 of the Civil Code of the State of California.
4-1.05B(9) In giving instructions, the City shall have authority to make minor changes in the Work. The City, through its designee, shall be authorized to issue written changes in an amount established on behalf of the City Council. Except in an emergency endangering life and property, no extra work or change shall be made unless in pursuance of such written order, and no claim for an adjustment to the Contract Sum and/or the Contract Time shall be valid unless the additional work was so ordered in writing by the City prior to the start of the additional work.

END OF SECTION 4
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SECTION 5: CONTROL OF WORK

5.1 GENERAL
(A) The Contractor’s attention is directed to the provisions of Section 5, “Control of Work”, of the Standard Specifications, as modified by these Special Provisions and the Contract Documents, all of which are applicable to this Project. (B) All references to “day” or “days” within Section 5, “Control of Work”, of the Standard Specifications, shall refer to calendar days unless expressly noted otherwise.
(C) All references to “highway” within Section 5, “Control of Work”, of the Standard Specifications, shall refer to the “right-of-way” unless expressly noted otherwise. (D) Delete the last paragraph at Section 5-1.01, “General,” of the Standard Specifications.
(E) Delete Section 5-1.02, “Contract Components,” of the Standard Specifications. (F) Delete the first paragraph of Section 5-1.06, “Protests,” of the Standard Specifications and replace with the following:

You may protest a written determination or response by the Engineer, including, but not limited to, the issuance of a Construction Change Directive or RFI response, in accordance with the requirements of Sections 4, 5 and 9 of the Standard Specifications, as modified by the Special Provisions, and the Contract Documents.
(G) Delete Section 5-1.09, “Partnering,” of the Standard Specifications. (H) Delete the phrase “Except for a building-construction non-federal-aid contract,” from the fifth paragraph of Section 5-1.13A, “General,” of the Standard Specifications.
(I) Delete Section 5-1.13C, “Disabled Veteran Business Enterprises,” of the Standard Specifications.
(J) Delete Section 5-1.13D, “Non-Small Businesses,” of the Standard Specifications. (K) Delete Section 5-1.20C, “Railroad Relations,” of the Standard Specifications. (L) Delete Section 5-1.20E, “Water Meter Changes,” of the Standard Specifications. (M) Delete all paragraphs under Section 5-1.26, “Construction Surveys,” of the Standard Specifications, and replace with the following: “Contractor is responsible for all survey staking, including all costs and impacts arising therefrom.” (N) Delete Section 5-1.36C, “Railroad Property,” of the Standard Specifications. 00700
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(O) Delete Section 5-1.38, “Maintenance and Protection Relief,” of the Standard Specifications.
(P) Delete the sentence, “The Engineer responds to the RFI within 5 business days” at Section 5-1.42, “Requests for Information”, of the Standard Specifications, and replace with the sentence “The City or its designee responds to the RFI within 10 calendar days”.
(Q) Delete Section 5-1.43, “Potential Claims and Dispute Resolution,” of the Standard Specifications, and replace with the following:
5-143 CONTRACT CLAIM RECORDS
5-1.43A Initial Contract Claim Record
Initial Contract Claim records submitted by the Contractor shall include, at a minimum, the following:

1. Complete nature and circumstances causing the claim.

2. Contract specifications supporting the basis of a claim.

3. Estimated claim cost and an itemized breakdown of the individual costs stating how the estimate was determined.

4. TIA submitted in accordance with Document 01300.3.07 (“Time Extensions”).
5-1.43B Final Contract Claim Record
Final Contract Claim records submitted by the Contractor shall include, at a minimum, the following:

1. Detailed factual account of the events causing the claim, including:

1.1. Pertinent dates

1.2. Locations

1.3. Work items affected by the claim

2. Contract documents supporting the claim and a statement of the reasons these parts support entitlement

3. Itemized cost breakdown if a payment adjustment is requested.

Segregate costs into the following categories:

3.1. Labor, including:
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3.1.1. Individuals

3.1.2. Classifications

3.1.3. Regular and overtime hours worked

3.1.4. Dates worked

3.2. Materials, including:

3.2.1. Invoices

3.2.2. Purchase orders

3.2.3. Location of materials either stored or incorporated into the work

3.2.4. Dates materials were transported to the job site or incorporated into the work

3.3. Equipment, including:

3.3.1. Detailed descriptions, including make, model, and serial number

3.3.2. Hours of use

3.3.3. Dates of use

3.3.4. Equipment rates at the rental rate listed in Labor Surcharge and Equipment Rental Rates in effect
when the affected work related to the claim was
performed

4. Detailed account of the time impact if a time adjustment is requested:

4.1. Dates for the requested time.

4.2. Reasons for a time adjustment.

4.3. Contract documentation supporting the requested time adjustment.

4.4. TIA. Any TIA must be submitted in accordance with
Document 01300.3.07 (“Time Extensions”), and
demonstrate entitlement to a time adjustment.
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5. Identification and copies of your documents and copies of communications supporting the potential claim, including certified payrolls, bills, canceled checks, job cost reports, payment records, and rental agreements.

6. All other relevant information, references, and arguments that support the claim.
(R) Delete Section 5-1.46, “Final Inspection and Contract Acceptance,” of the Standard Specifications.

5.2 SUBCONTRACTING
In addition to the requirements set forth in Section 5-1.13, “Subcontracting”, of the Standard Specifications, the following shall be applicable to this Project:

The form for listing the subcontractors as required in Section 2-1.33C, “Subcontractor List,” of the Standard Specifications, as modified by the Special Provisions, is found at Document 00420 (“Designation of Subcontractors”). Attention is directed to the prohibitions and penalties pertaining to unlicensed contractors as provided in Business and Professions Code Section 7028.15(a) and 7031.

Pursuant to the provisions in Section 1777.1 of the Labor Code, the Labor Commissioner publishes and distributes a list of contractors ineligible to perform work as a subcontractor on a public works project. This list of debarred contractors is available from the Department of Industrial Relations web site at: http://www.dir.ca.gov/DLSE/Debar.html.

5.2.1 SUBLETTING AND SUBCONTRACTING
(A) The Contractor must adhere to the rules governing subcontracting as set forth in the Subletting and Subcontracting Fair Practices Act, commencing with Public Contract Code section 4100. Subcontractor substitutions must be in accordance with provisions of the Subletting and Subcontracting Fair Practices Act, beginning with Public Contract Code section 4100. Violations of this Act by the Contractor may subject the Contractor to penalties and disciplinary action pursuant to the Subletting and Subcontracting Fair Practices Act. (B) The Contractor is responsible for all Work performed pursuant to the requirements of the Contract Documents, including Work subcontracted to others.

All persons engaged in the Work of the Project are the responsibility of and subject to the control of the Contractor.
(C) No subcontractor will be recognized as such, and all persons engaged in the Work will be considered as employees of Contractor who is responsible for their work, which is subject to all the provisions of the Contract Documents. (D) When any subcontractor fails to execute a portion of the Work in a manner satisfactory to City, the Contractor must remove such subcontractor immediately 00700
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upon written notice from City, and the Subcontractor must not again be employed on the Project.
(E) Although the Bid Documents and Contract Documents are divided into Documents, Articles, Parts, Sub-Parts and Divisions, Sections, and Paragraphs, etc., they are not intended to provide a basis for the bidding, assignment, or performance of the Work. Contractor is fully responsible for assigning the Work to the various subcontractors, suppliers and vendors that will be bidding or performing the Work. The City will not entertain requests to arbitrate or decide disputes among subcontractors or between the Contractor and subcontractor(s) concerning responsibility for performing any part of the Work. (F) Each subcontract and any lower tier subcontract that may in turn be made shall include the “Required Contract Provisions Federal-Aid Construction Contracts” as set forth in the Standard Specifications. Noncompliance shall be corrected. Payment for subcontracted work involved will be withheld from progress payments due, or to become due, until correction is made. Failure to comply may result in termination of the contract.

5.2.2 SUBCONTRACT RELATIONS
(A) By an appropriate agreement, Contractor shall require each subcontractor and supplier, to the extent of that subcontractor's or supplier's Work, to be bound to Contractor by the terms of the Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by these Contract Documents, assumes toward City.
(B) Said subcontracts and agreements must preserve and protect City’s rights pursuant to the Agreement with respect to the subcontractor's or suppliers Work so the subcontracting thereof will not prejudice such rights. Contractor must require each subcontractor to enter into similar agreements with its sub-subcontractors. (C) Contractor must make available to each proposed subcontractor and supplier, prior to execution of the subcontract or agreement, copies of the Contract Documents to which the subcontractor or supplier will be bound and, upon written request of the subcontractor or supplier, identify to the subcontractor or supplier any terms and conditions of the proposed subcontract or agreement that may be at variance with the Agreement. Each subcontractor must similarly make copies of all such Documents available to its proposed sub-subcontractors.

5.2.3 CONTROL OF SUBCONTRACTORS
(A) The Contractor shall:
(1) Schedule and coordinate the Work of all subcontractors; (2) Instruct all subcontractors to consult with other subcontractors to ascertain the locations of their various materials including stored materials 00700
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and to familiarize themselves with their own material locations, making such changes as required to obtain the best results;
(3) Instruct all subcontractors to schedule their Work and cooperate with the other subcontractors to avoid delays, interferences, and unnecessary work, to conform to the schedule of operations as indicated in the progress schedule, and make installations when and where directed; (4) Make all necessary changes, including removing and reinstalling of materials, at their sole expense if they fail to check with other subcontractors, and their installed Work is later found to interfere with Work of other subcontractors; and
(5) Follow up to ensure that all subcontractors install their Work when and where directed, and in accordance with the Contract Documents.

5.2.4 APPLICATION OF CITY CODE TO SUBCONTRACTORS
The Contractor shall incorporate by explicit reference all pertinent requirements of the South Lake Tahoe City Code in all subcontracts and supplier agreements.

5.3 SELF-PERFORMANCE REQUIREMENTS
Contractor shall complete, as part of the Bid Documents, the Self-Performance Declaration (Document 00425 (“Self-Performance Declaration”)) confirming the Contractor will perform, with its own organization, contract work amounting to not less than 30 percent of the amount of the original total bid for the Work.

5.4 AUDITS AND ACCESS TO RECORDS
In addition to the requirements set forth in Section 5-1.27, “Records”, of the Standard Specifications, the following shall be applicable to this Project, and in the event of a conflict between this Section and Section 5-1.27, “Records”, of the Standard Specifications, the more strict and stringent requirement shall apply:
(A) The Contractor must maintain all books, records, documents, and other evidence directly pertinent to the performance of the Work in accordance with generally accepted accounting principles and practices consistently applied. The Contractor must also maintain all financial information and data used by the Contractor in the preparation or support of any cost Application, or other request for equitable adjustment. City and its representatives will have access upon 24 hours advanced written notice, at all times during normal business hours, to all Contractor’s books, summary reports, records, accounts, estimates, documents, detailed financial information, certified payroll records, and all other relevant information and documentation for the purposes of inspection, audit, and copying.

The Contractor will, at no cost to City, provide proper facilities for such access, inspection and copying purposes.
(B) Contractor agrees to include and make the requirements of this section applicable to all subcontracts, of any tier, or purchase orders in excess of $10,000, at any tier. 00700
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(C) The Contractor agrees to provide all information and reports resulting from access to records to City and other affected parties.
(D) Records must be maintained and made available during the performance of Work and for five (5) years after final payment, and until final settlement of all disputes, claims, or litigation, whichever occurs later. In addition, those records which relate to any portion of this Agreement, to any change order, to any dispute, to any litigation, to the settlement of any claim arising out of such performance, or to the cost or items to which an audit exception has been taken, must be maintained and made available until final payment or final resolution of such dispute, litigation, claim, or exception, whichever occurs later. (E) The right of access provisions of this section applies to all financial records pertaining to this Agreement:
(1) to the extent the records pertain directly to Contract performance under the Agreement;
(2) to the extent required for verification of the costs incurred where such costs are the basis for billings pursuant to this Agreement including Change Orders;
(3) to the extent there is any indication of violation of the California False Claims statute or that fraud, gross abuse, or corrupt practices may be involved;
(4) if the Agreement is terminated for default or convenience. (F) Access to records is not limited to the required retention periods. City’s Authorized Representative or designee will have access to records at any reasonable time for as long as the records are maintained.

5.5 PROJECT APPEARANCE
In addition to the requirements set forth in the Standard Specifications, the following shall be applicable to this Project:

The Contractor shall maintain a neat appearance to the work. In the area visible to the public, excess material and debris developed during the construction of all phases of the project shall be removed and disposed of at an approved site on a daily basis. All waste material generated shall be disposed of the same day the waste material is generated. No waste material shall be stored within the project area, or the City. Full compensation for conforming to the provisions in this section, not otherwise provided for, shall be considered as included in prices paid for the various Agreement items of Work involved and no additional compensation will be allowed therefore.

5.6 STORAGE OF EQUIPMENT
In addition to the requirements set forth in the Standard Specifications, the following shall be applicable to this Project:
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If authorized by the Contract Documents, portions of certain parcels, as shown on the plans or as designated in these General Provisions, may be available, or made available, for the Contractor’s use. The limits of these available areas shall be fenced with orange construction fencing or temporary chain link fence at the Contractor’s option. Such areas, if designated in the Contract Documents, are limited to existing paved and heavily disturbed areas, and no disturbance of areas outside the designated storage areas will be allowed.

If the Contractor wishes to negotiate with private property owners for additional storage or staging areas, the Contractor is solely responsible for obtaining (and paying for) all required permits from TRPA, California Regional Water Quality Control Board – Lahontan Region (Regional Board) any other regulatory entity, and the City. In the event that Contractor requests and obtains permission from any property owner(s) to utilize their property(ies) for additional storage or staging, Contractor shall promptly submit to the City, and before utilizing any such property(ies) for storage or staging, written permission on behalf of said property owner(s). At the City’s sole discretion, and before Contractor commences use of any such property(ies) for storage or staging, the City may require that the property owner(s) sign a release of liability/waiver form exonerating the City of responsibility for any liability or damage, including, without limitation, death, personal injury or property damage, associated with such use of his/her/its property(ies).

Storage sites may require special use permits issued by local and regional agencies. The Contractor is responsible to pay for and secure all permits and to revegetate any areas which may have been disturbed by the Contractor’s use of the sites.

Storage and staging areas shall be maintained in strict accordance with the Storm Water Pollution Prevention Plan for the project, as approved by the Regional Board. Under no circumstances shall the Contractor violate any of the terms of the plan. In the event the Regional Board or TRPA issues fines or stop work orders, it shall be the Contractor’s sole responsibility to pay the fines, whether issued to the City or Contractor and no additional calendar days will be granted as a result of failure to satisfy the requirements of the Regional Board or TRPA.

In the event that Contractor chooses to utilize storage and staging areas or additional storage and staging areas, including, without limitation, private property(ies), Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its officials, officers, City Council members, employees, agents, the, the Project Manager and the Project consultants, and their respective principals, officers and employees, and each of them, of and from any and all claims, demands, suits, causes of action, damages, costs, expenses, attorneys' fees, losses, or liability, in law or in equity, of every kind and nature whatsoever related to, arising out of, or in connection with, the use of said storage and staging areas or additional storage and staging areas. The obligations of defense and indemnity set forth in this Section, and in the Contract Documents, shall not be limited by any insurance requirements or obligations pursuant to the Contract Documents. The obligations arising from this Article shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity (including all duties to defend), 00700
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which would otherwise exist as to a party or person described elsewhere in the Contract Documents.

Full compensation for conforming to the provisions in this section, not otherwise provided for, shall be considered as included in prices paid for the various contract items of work involved; no additional compensation will be allowed therefor.

5.7 DUST CONTROL
In addition to the requirements set forth in the Standard Specifications, the following shall be applicable to this Project:

The Contractor shall prevent the generation of dust due to his operations in the construction zones, along the haul routes, or equipment parking zones. This may consist of water sprinkling, applying dust palliative or an equivalent service, provided it is not in conflict with requirements of any agency's water quality regulations having jurisdiction in that area.

The Contractor shall endeavor, whenever possible, to restrict the use of water to control dust nuisance due to the current need to conserve water.

In the event the control of dust is not satisfactory to the City, the City shall take such measures as may be necessary to insure satisfactory dust control and deduct the cost of measures from any payments due the Contractor.

Dust control shall be in strict accordance with the Storm Water Pollution Prevention Plan for the project, as approved by the Regional Board. Under no circumstances shall the Contractor violate any of the terms of the plan. In the event the Regional Board or TRPA issues fines or stop work orders, it shall be the Contractor’s sole responsibility to pay the fines, whether issued to the City or Contractor and no additional calendar days will be granted.

No separate payment will be made for any work performed or material used to control dust resulting from the Contractor's performance of the work either inside or outside the rightof-way. Full compensation for such dust control will be considered as included in the prices paid for the various items of work involved; no additional compensation will be provided therefor.

5.8 WASTE MATERIAL
In addition to the requirements set forth in the Standard Specifications, the following shall be applicable to this Project:

All waste material shall become the property of the Contractor and shall be disposed of at a site approved by all local and regional agencies.

Storage, removal, and disposal of waste material and revegetation of storage areas shall be the responsibility of the Contractor.

If the Contractor elects to dispose of materials at locations other than those where arrangements have been made by the City, or, if material is to be disposed of and the City 00700
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has not made arrangements for disposal of the material, the Contractor shall make arrangements for disposing of the materials outside the public street/ right of way and/or City owned property and shall pay all costs involved. Arrangements shall include, but not be limited to, entering into agreements with property owners and obtaining necessary permits, licenses and environmental clearances. Before disposing of any material outside the public street right of way and/or City owned property, the Contractor shall furnish to the Engineer satisfactory evidence that the Contractor has entered into agreements with the property owners of the site involved and has obtained the permits, licenses and clearances.

When any material is to be disposed of outside the public street right of way and/or City owned property, and the City has not made arrangements for disposal of the material, the Contractor shall first obtain written authorization from the property owner on whose property the disposal is to be made and the Contractor shall file with the Engineer the authorization or a certified copy thereof together with a written release from the property owner absolving the City from any and all responsibility in connection with the disposal of material on the property. Before any material is disposed of on such property, the Contractor shall obtain written permission from the Engineer to dispose of the material at the location designated in the authorization.

When material is disposed of as above provided and the disposal location is visible from a public street, the Contractor shall dispose of the material in a neat and uniform manner to the satisfaction of the Engineer.

Where the City has made arrangements with owners of land in the vicinity of a project for the disposal of materials on an owner's property, the arrangements are made solely for the purpose of providing all bidders an equal opportunity to dispose of the materials on the property. Contractor may, upon written request, inspect the documents evidencing the arrangements between property owners and the City. The Contractor may, if the Contractor so elects, exercise any rights that have been obtained, which may be exercised by a Contractor under the arrangements, subject to and upon the conditions hereinafter set forth.

Such arrangements are not a part of the Agreement and it is expressly understood and agreed that the City assumes no responsibility to the Contractor whatsoever in respect to the arrangements made with the property owner to dispose of materials thereon and that the Contractor shall assume all risks in connection with the use of the property, the terms upon which the use shall be made, and there is no warranty or guaranty, either express or implied, as to the quantity or types of materials that can be disposed of on the property.

In those instances in which the City has compiled “Materials Information” as referred to in the Standard Specifications, the compilation will include the documents setting forth the arrangement made with some of the property owners for the disposal of material on those owners’ properties. The inclusion of the documents therein shall not in any respect operate as a waiver of any of the provisions in this Section 5.8 concerning the documents.

The Contractor is cautioned to make such independent investigation and examination as the Contractor deems necessary to be satisfied as to the quantity and types of materials 00700
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which may be disposed of on the property and the rights, duties and obligations acquired or undertaken under the arrangement with the property owner.

Notwithstanding that the Contractor may elect to dispose of materials on any such property owner's property, no material may be disposed of on that property unless the Contractor has first either:
(1) Executed a document that will guarantee to hold the owner harmless from all claims for injury to persons or damage to property resulting from the Contractor’s operations on the property owner’s premises and also agree to conform to all other provisions set forth in the arrangement made between the City and the property owner. The document will be prepared by the Engineer for execution by the Contractor, or
(2) Entered into an agreement with the owner of the disposal site on any terms mutually agreeable to the owner and the Contractor; provided that the Contractor shall furnish to the Engineer a release, in a form satisfactory to the Engineer, executed by the owner, relieving the City of any and all obligations under the City’s arrangement with the owner.
(3) Acquired written permission from the Tahoe Regional Planning Agency if the material is to be disposed of within the Tahoe Basin.

If the Contractor elects to dispose of material under (1), the use of the site shall be subject to the terms, conditions and limitations of the arrangement made between the property owner and the City and the Contractor shall pay those charges that are provided for in the arrangement made by the City with the property owner, and deductions will be made from any moneys due or that may become due the Contractor under the contract sufficient to cover the charges for the material disposed of.

If the Contractor elects to dispose of material under (2), the Contractor shall pay those charges that are provided for in the agreement between the owner and the Contractor and deductions will not be made from any moneys due or that may become due the Contractor under the contract to cover the charges.

Before acceptance of the Agreement, the Engineer may require the Contractor to submit written evidence that the owner of the disposal site is satisfied that the Contractor has satisfactorily complied with the provisions of either - (1), the arrangement between the City and the owner, or (2), the agreement between the owner and the Contractor, as the case may be.

The Contractor shall notify the City’s Authorized Representative immediately in the event that any soil is contaminated by the Contractor's operations and shall furnish to the City’s Authorized Representative satisfactory evidence that an agreement has been entered into with the property owners of the waste disposal site to receive this contaminated soil.

Waste Material shall be disposed of and treated in strict accordance with the Stormwater Pollution Prevention Plan (SWPPP) for the project, as approved by the Regional Board. A 00700
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copy of the plan is available for download from the City’s Planet Bids website for this project. Under no circumstances shall the Contractor violate any of the terms of the plan.

In the event the Regional Board or TRPA issues fines or stop work orders, it shall be the Contractor’s sole responsibility to pay the fines, whether issued to the City or Contractor and no additional calendar days will be granted.

Disposal of Hazardous Materials must comply with all legal requirements, including but not limited to containerization, labeling, manifesting, transportation, disposal site, and use of properly trained personnel.

Full compensation for all costs involved in disposing of materials as specified in this Section 5.8, including all costs of hauling, shall be considered as included in the price paid for the contract item of work involving the materials; no additional compensation will be allowed therefor.

Full compensation for storage, removal, and disposal of waste material and petroleum products shall be considered as included in the prices paid for various contract items; no additional compensation will be allowed therefor.

5.9 REMOVAL OF ASBESTOS AND HAZARDOUS SUBSTANCES
In addition to the requirements set forth in the Standard Specifications, the following shall be applicable to this Project:

When the presence of asbestos or hazardous substances are not shown on the plans or indicated in the specifications and the Contractor encounters materials which the Contractor reasonably believes to be asbestos or a hazardous substance as defined in Section 25914.1 of the Health and Safety Code, and the asbestos or hazardous substance has not been rendered harmless, the Contractor may continue to work in unaffected areas reasonably believed to be safe, and shall immediately cease work in the affected area and report the condition to the City’s Authorized Representative in writing.

In accordance with Section 25914.1 of the Health and Safety Code, all such removal of asbestos or hazardous substances including any exploratory work to identify and determine the extent of such asbestos or hazardous substance will be performed by separate contract.

If delay of work in the area delays the current controlling operation, the delay will be considered a right of way delay and the Contractor will be compensated for such delay as provided in the Contract Documents.

The Contractor shall notify the City’s Authorized Representative immediately in the event that any soil is contaminated by the Contractor's operations and shall furnish to the City’s Authorized Representative satisfactory evidence that an agreement has been entered into with the property owners of the waste disposal site. All soil areas subjected to disturbance by the Contractor shall be scarified and revegetated after project completion with seed mixes approved by the City’s Authorized Representative.

Full compensation for conforming to the provisions in this section, not otherwise provided for, shall be considered as included in prices paid for the various contract items of work involved; no additional compensation will be allowed therefor. 00700
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5.10 JOBSITE SANITARY FACILITIES
In addition to the requirements set forth in the Standard Specifications, the following shall be applicable to this Project:

Temporary sanitation facilities shall be provided on all construction sites. Failure to maintaining such facilities will result in a stop work order until such facilities are provided.

Full compensation for conforming to the provisions in this section, not otherwise provided for, shall be considered as included in prices paid for the various contract items of work involved; no additional compensation will be allowed therefor.

5.11 SUBMITTALS
In addition to the requirements set forth in the Standard Specifications, the following shall be applicable to this Project:

In accordance with the provisions of section 3400 of the California Public Contract Code, the Contractor will be provided a period of not less than 35 days after award of the contract for submission of data substantiating a request for a substitution of “an equal” item.

The Contractor must provide the Submittals required below to the City’s Authorized Representative within five (5) working days of receipt of Notice to Proceed.  Name and address of the authorized representative of the Contractor that will receive all written notices under this contract.
 Construction Schedule in conformance with requirements specified within Document 01300, “Construction Progress Documentation,” of the Contract Documents.  Stormwater Pollution Prevention Plan (SWPPP), complete and revised as necessary for review and approval by the City, State, and TRPA.
 Equipment list of all equipment to be used on the project site with the date of the last maintenance and receipt of “steam” cleaning prior to the delivery to the project site, in accordance with TRPA requirements.
 Temporary Erosion Control Plan that shall include the locations and description of erosion measures and daily cleanup measures in accordance with all Federal, State, and local agency regulations, Plans, and these Special Provisions. The Contractor’s Temporary Erosion Control Plan shall also detail where temporary erosion control measures will be placed in any area to be used to store the Contractor’s materials, equipment, and supplies. The Plan is subject to TRPA, City, and State review and approval.
 Traffic Control Plan for the Engineer’s review. The Contractor shall adhere to the requirements specified in Section 10-1.15, “TRAFFIC CONTROL,” of these Special Provisions, Standard Plans (Caltrans, 2010 Edition), and MUTCD. The Contractor 00700
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is responsible for attaining all necessary reviews and/or approvals, including the City and TRPA.
 Control of Water Plan (see Section 10-1.06 of these Special Provisions).  Trench shoring plan (if needed)
 AC Quality Control Plan
 AC Patching Plan
 Dewatering Plan (if needed)
The City’s Authorized Representative will review and work with the Contractor cooperatively to approve the Contractor’s submittals. The Contractor shall schedule the pre-grade inspection by TRPA within ten (10) calendar days of Contractor’s receipt of Notice to Proceed. Contractor shall install Temporary Erosion Control measures within ten (10) calendar days of Contractor’s receipt of Notice to Proceed and prior to the pre-grade inspection with TRPA. The ten (10) calendar days required for submittal and temporary erosion control approvals have been included in the Contract Time required for performance of the Work, and shall be identified and shown in Contractor’s Baseline Schedule.

The Contractor must provide the Submittals as required in the Special Provisions and those listed below to the City’s Authorized Representative for review and approval a minimum of 10 calendar days before use, installation, or construction; submittals include, but are not limited to the following:
 Contractor must submit AC mix design and testing in accordance with Section 10-

1.40 “ASPHALT CONCRETE” (also known as, Hot Mix Asphalt (HMA)), of these Special Provisions.
 Contractor must submit concrete mix designs in accordance with Section 90 “PORTLAND CEMENT CONCRETE” of the Standard Specifications, and Section 10-1.42, "CONCRETE STRUCTURES", of these Special Provisions.  Fabricated Steel products
 Reinforcing Steel (made in the USA documentation).
 Gradation of all Drain Rock, Rock Rip-Rap, Aggregate Base, Decomposed Granite, or other imported aggregate materials that are proposed for use on the Project, from each supplier that the Contractor proposes to use for each of the materials.  Storm drain pipe
 Electrical Submittals in accordance with Section 10-1.44 “ELECTRICAL” of these Special Provisions
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 Landscaping Submittals in accordance with Section 10-1.45 “REVEGITATION AND LANDSCAPING” of these Special Provisions
 Staging Area Restoration Plan in accordance with Section 10-1.47 “RESTORATION OF PUBLICLY-OWNED STAGING AREA” of these Special Provisions  Utility relocation submittals as required by specifications.

No mobilization payments will be made until all of the above submittals have been reviewed and approved by the City’s Authorized Representative. When weekly schedule update submittals are required, the provisions regarding this submittal and progress payments shall be in accordance with Section 8.3 (“Construction Schedule, Completion and Liquidated Damages”) of the Special Provisions and Document 01300, “Construction Progress Documentation”.

Approval of all submittals by the City’s Authorized Representative does not relieve the Contractor of his responsibility to perform the work in an acceptable manner and in accordance with the Contract Documents.

The Contractor shall provide two (2) copies of submittals for materials to be used in performance of the Work.

5.12 CONTRACTOR RESPONSIBILITIES
In addition to the requirements set forth in the Standard Specifications, as modified by the Special Provisions and Contract Documents, the following shall be applicable to this Project. In the event of a conflict with respect to any of the provisions in the Standard Specifications or any other Contract Document, the more strict and stringent responsibility, requirement or standard shall apply.

5.12.1 GENERAL
(A) Contractor must supervise and direct the Work, using its best skill and attention. (B) Contractor is solely responsible for all construction means, methods, techniques, operations, sequences and procedures, and for coordinating all portions of the Work.
(C) Contractor is responsible to City for the acts and omissions of Contractor’s employees, subcontractors, suppliers, their agents and employees, and all other persons performing any Work pursuant to a contract with the Contractor. (D) Contractor will not be relieved from its obligations to perform the Work in accordance with the requirements of the Contract Documents, either by the activities or duties of City or City’s Consultants in their administration of the Agreement, or by inspections, tests, acceptance, or approvals required or performed by persons other than Contractor.
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(E) Contractor must at all times enforce good order and discipline among its employees, and must not employ on the Work, anyone not skilled in the task assigned. (F) Contractor warrants to City that all materials and equipment provided pursuant to the Agreement are new unless otherwise specified, and that all Work is of good quality, free from faults and defects and in conformance with the requirements of the Contract Documents. All Work not conforming to these requirements, including substitutions not properly accepted and authorized by City’s Authorized Representative may be considered defective. Upon request at any time, Contractor must furnish evidence, satisfactory to City, demonstrating the quality of installed materials and equipment.
(G) Unless otherwise provided in the Contract Documents, the Contractor must provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary of permanent and whether or not incorporated or to be incorporated in the Work. (H) Contractor has charge and care of all Work and all materials to be used therein (including materials for which Contractor has received partial payment or materials which have been furnished by City) until acceptance of the Work. Contractor bears the risk of injury, loss, or damage to any part thereof by the action of the elements or from any other cause, whether arising from the performance or nonperformance of the Work, except as otherwise expressly provided.
(I) Contractor must rebuild, repair, restore, and make good all injuries, losses, or damages to any portion of the Work or the materials by any cause before completion and acceptance.
(J) Contractor must provide suitable drainage and erect such temporary structures as are necessary to protect the Work or materials from damage. Suspension of the Work from any cause whatever will not relieve Contractor of responsibility for the Work and materials as herein specified.
(K) Contractor must properly store materials which have been partially paid for by City or which have been furnished by City. Such storage by Contractor is on behalf of City who shall at all times be entitled to the possession of such materials.

Contractor must promptly return such materials to the project site when requested.

Contractor must not dispose of any of the materials so stored except upon City’s written authorization.

5.12.2REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS

BY THE CONTRACTOR
(A) The Contractor must carefully study and compare the requirements of the Contract Documents with each other and must advise the City, in writing, of any errors, inconsistencies or omissions discovered. If the Contractor performs any Work knowing it involves a recognized error, inconsistency or omission in the 00700
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requirements of the Contract Documents, without such notice to the City, the Contractor assumes responsibility for such performance and will bear the cost for correction.
(B) The Contractor must take field measurements and verify field conditions and must compare such field measurements, conditions and other related information known to the Contractor with the requirements of the Contract Documents before beginning the Work.

5.12.3 ACCESS TO WORK
(A) The Contractor must provide City continuous access to the Work.

5.12.4 USE OF PROJECT SITE
(A) Contractor must confine operations at the project site to areas permitted by law, ordinances, permits and the Contract Documents, and must not unreasonably encumber the project site with any materials, equipment, temporary structures, or temporary measures.
(B) Contractor’s employees, or others subject to the Contractor’s control, are not permitted to reside on the Project site in temporary living facilities.

5.12.5 WORKPLACE ENVIRONMENT
(A) The use or possession of alcohol, weapons, or illegal controlled substances by the Contractor, or others subject to the Contractor’s control, on City property is prohibited.
(B) The Contractor must ensure and maintain a workplace environment free of personal harassment and intimidation.
(C) Conduct that creates an intimidating, hostile, or offensive workplace environment is prohibited. Such conduct includes, but is not limited to, the following:
(1) Verbal harassment, e.g., epithets, derogatory comments or slurs; (2) Physical harassment, e.g., assault, impeding or blocking movement, gestures, staring, or any physical interference with normal work or movement; and
(3) Visual forms of harassment, e.g., derogatory posters, letters, poems, graffiti, cartoons, or drawings.
(D) Unwelcome and unwanted sexual advances constitute sexual harassment that is prohibited. For example, requests for sexual favors and verbal or physical conduct of sexual nature are prohibited.
(E) It is the responsibility of the Contractor to:
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(1) Inform its employees and subcontractors that behavior that creates an intimidating, hostile, or offensive workplace environment is prohibited; (2) Create a workplace environment that is free from harassment; and, (3) Take corrective action to stop prohibited behavior/conduct. (F) If, in the opinion of the City’s Authorized Representative, any employee of the Contractor or any of its subcontractors, violate the prohibitions as set forth herein, Contractor must immediately remove that person or subcontractor from the Project upon City’s request, and such person or subcontractor must not be permitted to perform further Work on the project site.

5.12.6 DISRUPTION OF CITY’S NORMAL OPERATIONS
(A) Contractor must give timely advance notice to City of Work that is likely to be disruptive to City’s normal operations at or near the project site. If Contractor does not so advise City, City has the right to temporarily suspend Contractor’s Work or to require Contractor to modify its Work operations to eliminate any disruption, and Contractor is not entitled to any adjustment in the Contract Sum or Contract Time for any delay or additional costs associated therewith.

5.12.7 ORDER OF WORK
(A) Contractor must follow any sequence of operations required by the Contract Documents.
(B) Full compensation for conforming to such requirements will be considered as included in the process paid for the various items of Work; no additional compensation will be allowed therefor.

5.12.8 CLEANUP
(A) Contractor must continuously keep the Project site and surrounding areas from waste materials and/or rubbish caused by its operations or rubbish from any source that accumulates within the project site and any other area designated by the City’s Authorized Representative for use by the Contractor.
(B) When cleanup is paid for as a separate Bid item, full compensation for such work must be included in the Bid price for cleanup.
(C) When the Bid price is a lump sum, or there is no unit price item for cleanup, full compensation for cleanup will be considered to have been included in the various items of Work.
(D) Contractor must, before certifying that the entire Work of the project is complete, clean material storage sites and all ground occupied of affected in connection with the Work or designated portion of the Work, and must leave all parts of the Project in a neat and presentable condition satisfactory to City’s Authorized Representative.
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(E) Upon completion of the Work or any designated part thereof, Contractor must promptly remove all its waste materials, rubbish and debris, and all its tools, construction equipment, machinery and surplus materials from the Project area or the completed part.
(F) If the Contractor fails to clean up as required by the Contract Documents, City may do so and the costs thereof will be charged to the Contractor and deducted from Progress payments due or to become due to the Contractor.

5.12.9 RESERVED

5.12.10 WORKER’S SANITARY PROVISIONS & USE OF CITY’S FACILITIES (A) Contractor must conform to the rules and regulations for sanitary provisions established by the State, the City of South Lake Tahoe, and any other applicable jurisdictions.
(B) Contractor must Provide and maintain toilets for use by its employees and the employees and representatives of the City. These accommodations must be maintained in a neat and sanitary condition, and must comply with all applicable laws, ordinances and regulations pertaining to public health and sanitation. (C) Contactor’s personnel must not use City’s facilities without City’s express written permission, which will be at City’s sold discretion. Such City’s facilities include but are not limited to toilet facilities, food service facilities (cafeteria and coffee shop), utilities services of any kind, carts, fire extinguishers (except in emergencies), parking, storage space and any other facilities and services.