Ukiah City Council
April 5, 2023

4 3. Operations:
a. The Cannabis Retailer may sell cannabis or cannabis products to an individual only in an amount consistent with personal possession and use limits allowed by the State
b. A Cannabis Retailer shall not have a physician on site to evaluate patients and provide a recommendation for medical cannabis.

4. Hours of Operation: Hours of operation are limited to nine o’ clock (9:00) A.M. to nine o’ clock (9:00) P.M., seven (7) days a week.

5. Consumption Restrictions:
a. Cannabis Except as set forth in subdivisions b and c below, cannabis shall not be consumed on the premises of the Cannabis Retailer. The term “premises” includes the actual building, as well as any accessory structures, parking areas, or other surroundings within two hundred feet (200') of the Cannabis Retailer’s entrance.
b. Cannabis may be consumed in a designated Cannabis Consumption Area on the premises of a Cannabis Retailer upon approval of a Use Permit or modification of an existing Use Permit. A Cannabis Retailer’s operation and use of a Cannabis Consumption Area shall comply with the provisions of Division 5, Chapter 7 of this Code, entitled No Smoking. Cannabis Consumption Areas shall be secured and designed to prevent access by individuals who are not eligible adult use patrons. If an existing Use Permit is modified to reflect the creation of a Cannabis Consumption Area, that Use Permit shall be subject to renewal one year after the Cannabis Consumption Area has become operational. c. A Retailer with a Cannabis Consumption Area that is not enclosed, such as on a patio or a deck, may allow smoking, vaping, and ingesting edible products, subject to all local and state laws. A Retailer with a Cannabis Consumption Area that is indoors in a fully enclosed secure structure shall be limited to allowing consumption of Edible Cannabis Product or Orally Consumed Concentrate only. d. Cannabis Consumption Areas shall be located in well-ventilated, private areas partitioned from access to all other areas of the premises, as well as from adjacent properties. Any Cannabis Consumption Areas which allow smoking and vaping of cannabis products shall be designed to prevent the flow of smoke to any other area of the premises or adjacent property.
bd. Cannabis Retailer operations shall not result in illegal redistribution of cannabis obtained from the Cannabis Retailer, or use in any manner that violates local, State or City codes.

5 ce. No person may consume cannabis, by smoking or vaporization, in any public places. Public places shall include, but are not limited to, City owned parks and/or City sponsored events where designated as nonsmoking areas by resolution of the City Council, streets, sidewalks, alleys, highways, public parking lots as defined in section 6000 of this Code and as amended, enclosed places and places of employment as defined in sections 4503 and 4505 of this Code and as amended, and any other property owned or leased by the City, or in which the City holds a right-of-way easement, and which is open to members of the general public, except while actively passing through on the way to another destination. Nothing in this Section is intended, nor shall it be construed, to be inconsistent with the California Indoor Clean Air Act of 1976, Health and Safety Code Section 118875 et seq. and as amended.

6. Retail Sales and Cultivation:
a. No cannabis shall be cultivated on the premises of the Cannabis Retailer, except in compliance with this Section and with Sections 6093 and 9254 of this code and applicable State laws and regulations.
b. Cannabis Retailers may keep on the Premises immature nursery stock cannabis plants, or clones, that are not intended to be raised to maturity by the Cannabis Retailer but instead sold to Adult Use patrons or qualified patients. c. Up to one hundred fifty (150) square feet of the total square footage of the Cannabis Retailer may be utilized for display and sales of devices necessary for administering cannabis, including but not limited to rolling papers and related materials and devices, pipes, water pipes, and vaporizers. d. Retail sales of cannabis that violate California law or this Code are expressly prohibited.

7. Floor Plan: Cannabis Retailers or other Cannabis Businesses with a retail component shall have a lobby waiting area at the entrance to receive clients, and a separate and secure designated area for dispensing cannabis to qualified patients or designated caregivers or to eligible adult use patrons. The primary entrance shall be located and maintained clear of barriers, landscaping and similar obstructions so that it is clearly visible from public streets, sidewalks or site driveways.

8. Hours of Operation: Hours of operation are limited to nine o’ clock (9:00) A.M. to nine o’ clock (9:00) P.M., seven (7) days a week.
* * *
SECTION 3

6 Article 21 of Chapter 2 in Division 9 of the Ukiah City Code is hereby amended to read as follows (unchanged text is omitted and is shown by “* * *”):
§9278 DEFINITIONS
* * *
B.
* * *
CANNABIS CONCENTRATE: Cannabis that has undergone a process to concentrate one or more active cannabinoids, thereby increasing the product’s potency. For purposes of this Chapter, “cannabis concentrate” includes, but is not limited to, the kief, tinctures, capsules, suppositories, extracts, butter, vape cartridges, inhaled products (e.g., dab, shatter, and wax), and tablets as defined in the Cal. Code of Regulations, Title 4, Section 15000, and as may be amended.

CANNABIS CONSUMPTION AREA: A licensed premises where cannabis may be consumed by persons 21 years of age and over. A cannabis consumption area must be limited to one of the following uses:

1. Outdoor: Consumption of cannabis by smoking, vaping, and ingesting edible products.

2. Indoor: Consumption of cannabis edible products by ingestion only. * * *
EDIBLE CANNABIS PRODUCT: A product intended to be used orally, in whole or in part, for human consumption. For purposes of this Chapter, “edible cannabis product” includes cannabis products that dissolve or disintegrate in the mouth, but does not include any product otherwise defined as “cannabis concentrate.” * * *
ORALLY CONSUMED CONCENTRATE: A cannabis concentrate that is intended to be consumed by mouth and is not otherwise an edible cannabis product. “Orally consumed concentrate” includes tinctures, capsules, and tablets as defined in the Cal. Code of Regulations, Title 4, Section 15000, and as may be amended.

SECTION 4

1. SEVERABILITY.

If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases of this Ordinance, or its application to any other person or circumstance. The City Council of the City of Ukiah hereby declares that it would have adopted each section, subsection, subdivision, paragraph, sentence, clause or

7 phrase hereof, irrespective of the fact that any one or more other sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases hereof be declared invalid or unenforceable.

2. EFFECTIVE DATE.

This Ordinance shall be published as required by law in a newspaper of general circulation in the City of Ukiah, and shall become effective thirty (30) days after its adoption.

Introduced by title only on _____, 2023, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Adopted on ___________, 2023 by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________________________
Mari Rodin, Mayor
ATTEST:
__________________________________________
Kristine Lawler, City Clerk

Agenda Item No: 13.b.

MEETING DATE/TIME: 4/5/2023
ITEM NO: 2023-2518

AGENDA SUMMARY REPORT
SUBJECT: Award Professional Services Agreement to LDA Partners, Inc. in the Amount of $68,800 to Prepare the Feasibility Study for the Corporation Yard Design.

DEPARTMENT: Public Works PREPARED BY: Jason Benson, Senior Civil Engineer PRESENTER: Tim Eriksen, DIrector of Public Works
ATTACHMENTS:

1. 221209 Ukiah Site Comparison

2. Ukiah Corp Yard Add Service #2 Conceptual Site Study

3. Relocation of the Corp Yard - Suggestions and Support Summary: The City Council will consider awarding a professional services agreement to LDA Partners, Inc. in the amount of $68,800 to prepare the Feasibility Study for the Corporation Yard design, and approve the corresponding budget amendment.

Background: The City Council awarded a professional services agreement to LDA Partners, Inc. in the amount of $1,218,573, to prepare the plans, specifications and estimate for the Corporation Yard Design on July 20, 2022, and approved the item under agreement of use of the lease revenue bonding to renovate the City Corporation Yard and rehabilitate various city streets on February 2, 2022.

The existing Corporation Yard, located on the east side of the airport, is cramped and outdated. This area is currently shared by Fleet Maintenance, divisions of the Public Works Department, and the Electric Utility Department. A newly constructed facility would allow the Parks Maintenance Department to relocate to the Corporation Yard, as well as provide dedicated storage space for the Recreation Department.

Discussion: City Staff has met with the project’s ad hoc team monthly. The project’s ad hoc team consists of:

Councilmembers Crane and Orozco, the City Manager, Engineering Staff, Fleet Maintenance Staff, and the Airport Manager. During meetings in late 2022, the ad hoc team questioned the effectiveness of the current site, new building requirements regarding the airport, and its future use with the City’s plan of annexation, and proposed the Corporation Yard could be relocated. City Staff asked LDA to perform a site comparison of the existing site and the City-owned property on the south end of Airport Park Boulevard. City Staff reviewed and discussed the Site Comparison technical memorandum provided by LDA on 12/09/2022 (Attachment #1).

LDA’s initial site comparison first reviewed the current Corporation Yard’s building size, building use, and site usage, such as: material storage, equipment storage and parking, vehicle parking, and laydown yard. In their assessment of the existing space, it was found the existing corporation yard site has insufficient space to accommodate the needs of the City. Additionally, it was found the airport building restriction line severely impacts the ability to design an efficient site and requires all new buildings to be located along Airport Road, prohibiting site and work efficiency. The existing Corporation Yard consumes approximately five (5) acres. The proposed area for relocation of the Corporation Yard is approximately thirteen (13) acres.

During recent meetings with the project’s ad hoc team, it was discussed and determined that LDA provide a proposal for their work to complete a feasibility site study. LDA provided a proposal for their work on March 10, 2023 (Attachment #2). The feasibility study will research, review, and provide recommendations for: Civil, Electrical, Biological, Cost Estimate, and Architectural. The study will determine if the City can move forward with relocation of the Corporation Yard, extending Airport Park Boulevard south, modifications to existing utilities, and potentially connecting Airport Park Boulevard with Norgard Lane.

Planning Staff has attended a few of these discussions. The benefits of relocation of the Corporation Yard was brought up to all project Staff, and these are but not limited to the following: Ukiah Municipal Airport Land Use Compatibility Plan (UKIALUCP) Constraints, future airport development and improvements, transportation and connectivity improvements, Norgard Lane Disadvantaged Unincorporated Community (DUC), community gardens. (refer to Attachment #3)
LDA Partners, Inc. cost proposal for the feasibility study work is $68,800. Staff recommends awarding a professional services agreement to LDA Partners, Inc. The funding source for this project will be the Series 2022 Lease Revenue Bonds. City Staff shared this recommendation with the Corp Yard Construction Ad Hoc for their input, to which the Ad Hoc supported Staff's recommendation.

Recommended Action: Award professional services agreement to LDA Partners, Inc. in the amount of $68,800 to prepare the Feasibility Study for the Corporation Yard design.

BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: 20824300.80220.18190: $13,500,000 PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: 2022 Series Lease Revenue Bonds
PREVIOUS CONTRACT/PURCHASE ORDER NO.: PC18190
COORDINATED WITH: Mary Horger, Financial Services Manager DIVERSITY-EQUITY INITIATIVES (DEI):

CLIMATE INITIATIVES (CI):

City of Ukiah December 9, 2022
Corporation Yard Site Comparison Page 1 of 4
City of Ukiah – Corporation Yard Initial Site Comparisons Item 1: Initial Programmatic Requirements for New Facilities Programmatic spaces for a new or improvements to the existing corporation yard are identified in the enclosed space programming matrix. The data sheet specifies each building and associated programmatic spaces including approximate sizes, areas, and amenities.

Summary of building areas are:
• Maintenance Bays: 9,300sf
• Maintenance Shop: 8,000sf
• Maintenance Administration: 6,100sf
• Warehousing: 21,600sf
• Outdoor Covered Storage: 15,200sf
Total building site coverage is approximately 60,200sf.

Summary of site areas are:
• Approximately 4.4 acres
o Building coverage is approximately 60,200sf
o Site elements:
 Material bins = 7,600sf
 Laydown yard = 16,000sf
 Vehicle repair parking = 6,000sf
 Vehicle service complete parking = 6,000sf
 Misc. equipment storage = 4,000sf
 Employee parking = 22,000sf (includes drive aisles)
 Trash, metal, green waste bins = 600sf
 Stormwater treatment bio-swales basin = 8,000sf (assumes 4% of site area)  Site circulation drive aisles = 70,000sf (excludes staff parking drive aisles)  Light duty vehicle parking = 2,600sf
 City vehicle parking = 5,000sf
 Heavy duty vehicle parking = 18,000sf
It should be noted that the estimated 70,000sf for drive aisles is the maximum paving we could get for site circulation on the existing site. However, the circulation will be compromised with some narrow ‘choke’ points at intersections and may require one-way traffic to avoid accidents.

Total area for site elements is approximately 181,000sf Total site and built element areas are approximately 225,900sf or 5.2 acres Based on our initial needs assessment of programmatic spaces for both building and site elements the existing corporation yard site has insufficient space to accommodate the needs of the City.

ATTACHMENT #1

City of Ukiah December 9, 2022
Corporation Yard Site Comparison Page 2 of 4
Further compromising the site is the airport building restriction line. This severely impacts our ability to layout an efficient site and requires all new buildings to be located along Airport Road. This does not provide enough space for site circulation between buildings, particularly where the existing fleet building is located.

City of Ukiah December 9, 2022
Corporation Yard Site Comparison Page 3 of 4
Existing corporation yard site (Note: picture is same scale as proposed site screen shot below)

City of Ukiah December 9, 2022
Corporation Yard Site Comparison Page 4 of 4
Proposed corporation yard site (Note: picture is same scale as existing site screen shot above) Proposed area is approximately 13.0 acres. This is sufficient space for the City of Ukiah Corporation Yard.

March 10, 2023
Mr. Tim Eriksen
Director of Public Works
City of Ukiah
300 Seminary Ave.

Ukiah, CA 95482
Re: Ukiah Corporation Yard – Additional Services #1
Site Feasibility Study,
Dear Mr. Eriksen:

Per your request, LDA is providing the enclosed additional service request for a site feasibility study for the location selected by the City of Ukiah identified on the enclosed map. This location is approximately 0.75 miles south of the existing corporation yard.

Please consider this proposal an amendment to our signed agreement.

Additional Scope
Civil:
• Research City Planning documents (zoning and land use) • Research existing right-of-way and access easements
• Research existing utility documents
• Research fire department requirements
• Research stormwater management requirements
• Research existing FEMA (flood plain) delineations
Electrical:
• Evaluate power and communication utility services. Review potential connection points and distribution with utility companies.
• Review potential site distribution of power and communication within the parcel.

Biological:
• Preliminary wetlands assessment
• Field site investigation to review current conditions and classify existing biological resources on the site. • Review available resources for potential sensitive vegetation that may be impacted by the project. • Prepare technical memorandum with map indicating type and location of sensitive biological resources. • Provide recommendations additional studies if warranted.

Cost Estimating:
• Provide high level, conceptual cost estimating for development of new site.

Architectural:
• Conceptual architectural site plan to indicate:
o Site access points
o Site layout of buildings, parking, laydown yards, auto-turn analysis • Conceptual site programming
• Conceptual building programming
ATTACHMENT #2

City of Ukiah – Public Works March 10, 2023
Additional Services #1 – Corp Yard Site Feasibility Study Page 2 of 2 Scope shall not include:
• Topographic or boundary surveys
• Building design
• Detailed power and communication distribution
• Environmental Phase 1 or CEQA services
• Services not mentioned herein.

LDA Partners and our consultants will perform these services for a fixed fee of $68,800.

If this proposal meets with your approval, please send us an amended agreement, thereby authorizing us to proceed.

Sincerely,
Peter Rosado, AIA
C-32705

Untitled
Legend
1000 ft
N
➤
CORP YARD RAIL TRAIL Phase 4

NORGARD LANE
AIRPORT PARK BLVD.
and AIRPORT ROAD

From: Tim Eriksen
To: Sage Sangiacomo
Cc: Shannon Riley; Jason Benson
Subject: FW: Relocation of the Corp Yard - Suggestions and Support Date: Tuesday, December 13, 2022 12:45:02 PM
Attachments: image001.png
From: Jesse Davis <[email protected]>
Sent: Friday, December 9, 2022 3:44 PM
To: Tim Eriksen <[email protected]>
Cc: Andrew Stricklin <[email protected]>
Subject: Relocation of the Corp Yard - Suggestions and Support Hello Tim and Andrew,
Please see below for thoughts related to the benefits of relocating the corporation yard:
i. UKIALUCP Constraints

1. Reconstruction of the corporation yard may prove difficult at its current location, due to Zone 2 UKIALUCP standards. Zone 2 has more stringent open land requirements, limited compatible land-uses, as well as sitewide and single-acre intensity criteria.

2.  Parcels south of Emerald Sun include Zone 3 & Zone 6, as well as limited areas of Zone 2. The new location does not present similar airport land use development challenges. It would also reduce traffic impacts to Airport Park Boulevard and Talmage Rd.
ii. Moving the Corporation Yard would allow the airport to develop more appropriate related uses, and improve linkages to the Airport Industrial Park

1. Allowing airport related uses at the former corporation yard would improve operations and create organizational efficiencies.
a. UKGP 2040: ED – 3.3: The City shall develop adequate linkage from the Airport Industrial Park to the east side of the airport.
b. UKGP 2040: ED -10.3: The City shall encourage and promote the development of airport-related businesses at the Ukiah Municipal Airport

2. Airport Uses, such as hangers, would be easier to develop and subject to less restrictive UKIALUCP review. iii. Transportation and Connectivity Improvements

1. Should the Corporation Yard be developed south of Emerald Sun, enhanced road connectivity could be facilitated to Norgard Lane via APN 184-063-11.
a. Airport Park Boulevard needs a southern access!
i. If not undertaken via a newly established corporation yard, then it will likely be needed if a “big box department store” were to locate across from Costco due to LOS requirements.
iv. Miscellaneous

1. LAFCO DUC Requirements – Norgard Lane
a. Upon annexation of the City-Owned parcels (currently submitted), the City will be forced to consider annexation of the Norgard Lane DUC.
i. This will be easier if the City can demonstrate a plan to provide improved services, such as roadway and storm-water improvements (Norgard Lane) and associated development, such as a corporation yard.
ii. Annexation of Norgard Lane DUC will provide for a more coherent City boundary, and link together the lands associated with the newly annexed landbank properties west of the highway, south of Norgard Lane.
iii. There are numerous grant fund opportunities to improve the infrastructure associated with a DUC, especially one bifurcated by highways.

1. https://www.transportation.gov/grants/reconnecting-communities

1. Community Gardens
a. The displaced community gardens at Acorn Valley Plaza could be relocated in conjunction with the new corporation yard and benefit from a new road access. This also aligns with General Plan goals from the new agriculture element.

2. Indoor Police Shooting Rage – A longstanding request of the City UPD could also be associated with these properties, similar to other communities. This would definitely be supported by UPD. a. See City of Corona Corporation Yard
ATTACHMENT #3

i.
https://atwork.coronaca.gov/home/showpublisheddocument/1502/636616306988800000 b. In general, an area/specific plan would be helpful to guide potential improvements.

Overall, Planning is very supportive of this potential relocation of the Corporation Yard, and I hope you find these suggestions useful and helpful.

Best Regards,
Jesse Davis
Jesse Davis, AICP
Chief Planning Manager
Department of Community Development
300 Seminary Avenue, Ukiah, CA 95482
P: 707.463.6207
www.cityofukiah.com/community-development

Agenda Item No: 13.c.

MEETING DATE/TIME: 4/5/2023
ITEM NO: 2023-2542

AGENDA SUMMARY REPORT
SUBJECT: Consideration of Approval and Authorization for the City Manager to Negotiate and Execute the Services Agreement between the City of Ukiah and Mendocino Solid Waste Management Authority (MSWMA) to Provide General Manager and Related Administrative Services to MSWMA; that will Restructure the Operation of MSWMA.

DEPARTMENT: Public Works PREPARED BY: Tim Eriksen, Public Works Director/City Engineer PRESENTER: Tim Eriksen, City Engineer and Director of Public Works
ATTACHMENTS:

1. MSWMA Amended JPA Signed All Jurisdictions

2. Clean - Service Agreement with UWS rev 4-4-23

3. Lease - Mendocino Solid Waste Management Authority - Ukiah Waste Solutions rev 4-4-23

4. City - MSWMA Service Agreement rev 4-4-23
Summary: Council will consider giving approval and authorization for the City Manager to negotiate and execute a Services Agreement between the City of Ukiah and Mendocino Solid Waste Management Authority (MSWMA) to Provide General Manager and Related Administrative Services to MSWMA; that will Restructure the Operation of MSWMA. This would create a relationship to provide General Manager services as well as other administrative functions as noted in the Agreement.

Background: The Mendocino Solid Waste Management Authority (MSWMA), made up of Mendocino County and the Cities of Fort Bragg, Ukiah and Willits, has a long history of providing professional Household Hazardous Waste collection and disposal and other services to the communities of the county and cities. In order to function, the organizational structure of the Authority has depended upon a General Manager who could oversee and direct the various functions needed to fulfill the mission of the Authority. In recent years, the Authority has not been able to attract and retain a General Manager who performed this oversight role effectively. This has led to a diminution of the services provided and requests from the agency for additional funding from the members. In November 2019, the Authority considered an alternative operating structure and after discussion chose to make further attempts to strengthen the existing general manager model. In 2019, the Commission also refined the Authority’s mission statement by approving a revised and restated Joint Power Authority Agreement (Agreement). In the period that followed, the Member agencies made cash contributions to the Authority in an effort to support the operations functions. In 2022, the Commission, after careful consideration and discussion, recognizing that the general manager model was not working, invited the submission of a plan that would restructure the Authority’s operating model. The Commission wanted the new model to be financially viable, efficient, and bring the Authority’s service to an acceptable level in keeping with its mission outlined in the November 2019 JPA Agreement revision and available recourses. That proposed restructuring is described in the three attached draft agreements that are presented as part of this agenda item. A copy of the November 2019 JPA Agreement (Attachment 1) is also attached for reference.

Discussion: The attached three agreements provide for an operating structure that will restore a level of service, as determined annually in the budget adoption process, for the collection and disposal of Household Hazardous Waste and other services described in the current JPA Agreement. These services will primarily be funded annually by the per ton fee collected at the gate of all transfer stations in the county and cities, and currently available Cal Recycle and other grants. The three agreements provide for:

1. The draft "Service Agreement Between MSWMA and Ukiah Waste Solutions Inc."(Attachment 2), is the "boots on the ground" HHW services provided by the Contractor at a level determined by the annual budget, at costs detailed in an annually approved rate sheet and other services at agreed upon rates,

2. The draft "Lease" (Attachment 3) the beneficial use of the MSWMA Facility by the Contractor to provide HHW services through a $1 per year lease agreement, and a condition that the Contractor, at its own cost, will operate a California Certified Buy Back Center at the facility for the term of the lease.

3. The draft "Service Agreement between MSWMA and the City of Ukiah" (Attachment 4) and the subject of this agenda item is the administrative services provided by the City of Ukiah based upon an annually budgeted compensation amount that includes general manager services, financial and accounting services, Commission meeting and clerking services, and grant management services.

The MSWMA Board was presented these items on March 23, 2023 and they were going to discuss and vote on the items on March 30, 2023; however, there was not a quorum for the second meeting, so the vote was not possible. That meeting is being continued to the MSWMA board regular meeting of April 20, 2023. It is for these reasons that the City Council is asked to hear this item on April 5, 2023; but if approved, the execution of the contracts would only happen if the MSWMA Board approves the contract at their meeting.

Recommended Action: Approve and authorize the City Manager to negotiate and execute the services agreement between the City of Ukiah and Mendocino Solid Waste Management Authority (MSWMA) to provide general manager and related administrative services to MSWMA; that will restructure the operation of MSWMA; dependent on the action to approve the same agreement, by MSWMA at their regular Board meeting on April 20, 2023.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: N/A
DIVERSITY-EQUITY INITIATIVES (DEI): N/A
CLIMATE INITIATIVES (CI):N/A

ATTACHMENT 1

1 {00107551.DOCX.2}

SERVICE AGREEMENT

BETWEEN

MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
AND
UKIAH WASTE SOLUTIONS, INC.

This Service Agreement (this “Agreement”) is made and entered in Ukiah, California on [ ], 2023 (“Effective Date”) by and between the Mendocino Solid Waste Management Authority (“MSWMA”) and Ukiah Waste Solutions, Inc. (“Contractor”). MSWMA and Contractor may be referred to hereafter as “Party” and collectively as “Parties.” RECITALS:

1. MSWMA is a joint powers agency currently organized and operating under an Amended and Restated Joint Powers Agreement among the Cities of Fort Bragg, Ukiah, Willits and the County of Mendocino, dated November 19, 2019 (the “JPA”). Under the JPA, MSWMA was formed for various purposes, including: (A) making reasonable efforts to increase recycling and diversion of materials in order to reduce landfill deposits and achieve the waste diversion goals of a Reduction and Recycling Plan; (B) providing for the proper handling, reuse or disposal of household hazardous wastes; (C) providing educational outreach to encourage recycling, diversion and proper disposal of solid and household hazardous waste; (D) providing for the cleanup of sites where solid waste has been illegally disposed; and (E) removing graffiti.

2. Ukiah Waste Solutions, Inc. is a California corporation in good standing serving and Mendocino County which is licensed and experienced in the collection, processing, temporary storage and proper disposal of Household Hazardous Waste, the collection and processing of solid waste, including recyclables and the curbside collection of solid waste and recyclable solid waste.

3. Among other purposes, the JPA authorizes MSWMA to make reasonable efforts to provide for the proper handling, reuse or disposal of HHW and the cleanup of Clean-up Sites.

4. MSWMA operates a household hazardous waste drop-off center at 3200 Taylor Drive, Ukiah, CA 95482 (the “MSWMA Site”) which property it owns in fee and which is not subject to any encumbrances, and has operated a Hazmobile to collect household hazardous waste in Other County Areas.

5. MSWMA has determined that it will be more efficient and cost effective to contract with a solid waste contractor, such as Contractor, which has local facilities and equipment and familiarity with the County, to operate and maintain the household hazardous waste functions at the MSWMA Site, collect, transport and properly dispose of household hazardous waste from Other County Areas and clean-up Clean-Up Sites.

6. The extent of HHW collection services at the MSWMA Site and in Other County Areas and of the removal of illegally disposed solid waste from Clean-Up Sites shall be determined periodically by MSWMA based on its funding and annual budget.

ATTACHMENT 2
Rev 4/4/23

2 {00107551.DOCX.2}
AGREEMENT:

Based on the foregoing recitals which are incorporated into this Agreement, the terms and conditions stated hereafter and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS. The following capitalized terms shall have the meaning specified in this Section 1:

A. “Clean-up Sites” shall mean locations in the County where Solid Waste has been deposited illegally which are reasonably accessible from public roads.

B. “Commencement Date” shall mean the date when Contractor is required to begin providing services under this Agreement as specified in Section 2 below.

C. “County” shall mean Mendocino County.

D. “Facility” shall mean household hazardous waste disposal facility at the MSWMA Site.

E. “Hazmobile” shall mean the truck used by Contractor to collect HHW from Other County Areas at HHW Collection Events.

F. “HHW Collection Events” shall mean announced opportunities for members of the public in Other County Areas to dispose of HHW scheduled at varying locations at various dates and times as established from time to time by MSWMA G. “Household Hazardous Waste” or “HHW” shall mean leftover household products that can catch fire, react, or explode under certain circumstances, or that are corrosive or toxic, including products, such as paints, cleaners, oils, batteries, pesticides and other products specified by MSWMA as accepted at the Facility.

H. “Lease” shall mean the lease between MSWMA and Contractor for the MSWMA Site, dated [ ], 2023.

I. “MSWMA” shall mean the Mendocino Solid Waste Management Authority, as further described in Recital 1 above.

J. “MSWMA Site” shall mean the real property located at 3200 Taylor Drive, Ukiah, CA as depicted and described in the Lease.

K. “Other County Areas” shall mean incorporated and unincorporated portions of Mendocino County outside the Ukiah Valley, including the South and North coastal areas and inland areas south, north and northeast of the Ukiah Valley.

L. “Plan” shall mean the plan for accepting household hazardous waste at Transfer Station Sites as further described in Section 2.B.(2) below.

3 {00107551.DOCX.2}
M. “Household Public” shall mean members of a household who are not a commercial business.

N. “Solid Waste” shall mean all putrescible and non-putrescible refuse, and rubbish as defined in Public Resources Code Section 40191 and other materials as specified by MSWMA, including tires, vehicle parts, construction debris, shopping carts and similar items but excluding Hazardous Waste and Household Hazardous Waste.

O. “Transfer Station Sites” shall mean fully permitted solid waste transfer stations in the County specified in the Plan.

2. SERVICES. Commencing on , 2023 (the “Commencement Date”), Contractor shall provide the following services:

A. Household Hazardless Waste Acceptance, Processing at Facility and Disposal.

Pursuant to the Lease, Contractor shall operate and maintain the Facility for use of the general public.
(1) Operations. Operations pertaining to the type and amount of household hazardous waste members of the public can bring to the Facility and other requirements related thereto are contained in Attachment 1., attached hereto, which MSWMA may revise each fiscal year based on its funding and its annual budget and the fees and rates established as provided in Sections 4 and 5 or otherwise as mutually agreed by MSWMA and Contractor. Any revised version of Attachment 1. must be signed and dated by duly authorized representatives of the Parties and attached to this Agreement.
(2) Schedule. The days and hours when the Facility is open to the public and accepting household hazardous waste shall be set by MSWMA on or prior to the Commencement Date and each year thereafter during the term of this Agreement by written notice to Contractor given no later than March 31. MSWMA may provide notice to Contractor to modify the schedule during the fiscal year taking into account MSWMA’s available funding, any budget amendments adopted by the Commission and the ongoing charges from Contractor under Sections 4 and 5.

B. Collecting Hazardous Waste from Other County Areas. Contractor shall collect, transport to the Facility for processing and dispose of household hazardous waste from Other County Areas.
(1) Use of Hazmobile or Other Suitable Equipment. Contractor shall use the Hazmobile or other suitable equipment approved by MSWMA to collect household hazardous waste from Other County Areas.
a. Rules. Attachment 1 contains the operations pertaining to the type and amount of household hazardous waste Contractor shall collect from mobile locations and other requirements related thereto, attached hereto, which MSWMA may revise each fiscal year based on its funding and its annual budget and the rates established as provided in Sections 4 and 5. Any revised version of Attachment 1 must be signed and dated by duly authorized representatives of the Parties and attached to this Agreement.

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b. Schedule and Location. The days or dates, hours and locations when and where Contractor will conduct HHW Collection Events shall be set by MSWMA on or prior to the Commencement Date and each year thereafter during the term of this Agreement by written notice to Contractor given no later than March 31. MSWMA may provide notice to Contractor to modify the schedule during the fiscal year taking into account MSWMA’s available funding, any budget amendments adopted by the Commission and the ongoing charges from Contractor under Sections 4 and 5.
(2) Use of Transfer Stations for Collection of Household Hazardous Waste from Other County Area. As an alternative to using mobile equipment and conducting HHW Collection Events, Contractor may submit a Plan for accepting household hazardous waste at Transfer Station Sites. The Plan may provide for Contractor subcontracting with transfer station owners/operators (“Operators”) to accept and store HHW for Contractor to collect and transport to the Facility for processing.
a. The Plan shall describe in detail the schedule for accepting HHW at Transfer Station Sites, the method for receiving and storing HHW, the locations within the site for all functions associated with implementing the Plan, the measures the subcontractor is required to take to safely accept and store HHW, and shall include a draft subcontract between Contractor and the transfer station owners/operators that includes indemnification and insurance requirements and the proposed charges by the subcontractor and Contractor for their performance under the Plan. b. Contractor may submit a proposed Plan to MSWMA covering one or more fiscal years by no later than March 31 for implementation in the next fiscal year, commencing July 1. Contractor shall specify the deadline for Plan approval, taking into account the time required by the subcontractor to prepare the Transfer Station Site to comply with applicable Plan requirements. MSWMA staff and Commission shall consider and respond to the Plan in good faith.
(3) Services to Transfer Station Operators. During the term of this Agreement, the Contractor shall provide the services described in Attachment 3 at no cost to Transfer Station Site Operators. The Contractor may charge MSWMA for these services based upon the rates listed in Attachment 2 which may be adjusted annually as described in Section 4A of this Agreement. At the sole discretion of the General Manager with the written agreement of the Contractor, additional services may be added to Attachment 3 to meet current needs and requirements of the Operators of Transfer Station Sites. Any revised Attachment 3, shall be signed by the General Manager and an authorized representative of Contractor.

C. Removing Solid Waste from Clean-Up Sites. As directed by MSWMA, Contractor shall remove and properly dispose of Solid Waste from Clean-up Sites specified by MSWMA.
(1) Contractor shall provide all labor, trucks, bins, boxes and equipment required to perform this service and to properly dispose of the removed material. To the extent practical, as determined in the reasonable exercise of Contractor’s discretion, Contractor shall, in accordance with all legal requirements, recycle recyclable materials removed from the site. (2) MSWMA may specify one or more Clean-up sites by written notice to

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Contractor. Within fifteen (15) days of such notice, Contractor shall inspect the site and provide written notice to MSWMA of the estimated cost to remove the Solid Waste from the site. Upon receipt and approval of the estimated cost, MWSMA shall provide written notice to Contractor to proceed with the clean-up. Contractor shall provide the clean-up service within thirty (30) days of notice to proceed from MSWMA, weather permitting.

D. of hazardous waste at the Facility and in Other County Areas and about reporting to Contractor illegal dump sites.

E. Other Services Consistent with the Purposes of MSWMA Subject to Further Agreement between Contractor and MSWMA. On terms and conditions, including fees Contractor charges therefor, MSWMA and Contractor may enter a written addendum to this Agreement under which Contractor provides additional services within the purposes of MSWMA as set forth in the JPA.

3. TERM. The term of this Agreement shall run concurrently with the City of Ukiah Curbside Collection Franchise agreement, including extensions and renewals, subject to earlier termination under Section 8.

4. FEES. MSWMA shall pay Contractor for services under this Agreement as follows:

A. Initial feesforservices under Sections 2.A., 2.B. and 2.C. and the annual adjustment of those fees are set forth in Attachment 2 to this Agreement.

B. Contractor shall submit invoices by the fifteenth (15th) day of every month for services provided during the preceding month, showing the services provided and the charges for each such service, including the accounting required by Section 5.B. MSWMA shall pay all undisputed invoices for the services provided by Contractor under Sections 2.A., 2.B. and 2.C. within thirty (30) days of receipt of the invoice.

5. RATES.

A. MSWMA shall set rates charged, if any, separately to members of the Household Public who dispose of HHW at the Facility and to members of the Household Public who dispose of HHW in Other County Areas. Payments required by members of the Household and Commercial Public, if any, shall be collected by Contractor when the service is provided. The rates may not exceed the fees paid by MSWMA under Section 4 for the service provided to the member of the Household and Commercial Public.

B. By no later than the fifteenth (15th) day of each [month][other?] when services are provided under Sections 2.A. and 2.B., Contractor shall submit to MSWMA an accounting showing the fees for such services provided in the previous month, the fees collected from members of the Public for those services provided under Section 2.A. and the difference between the fees charged to MSWMA and the fees paid by members of the Public. MSWMA shall pay Contractor the amount, if any, by which the fees payable by MSWMA exceed the fees, if any, collected from members of the Public.

C. Contractor shall keep records in compliance with Section 6.D. that include records and receipts of the services provided to members of the Public under Sections 2.A. and 2.B. and all fees paid by MSWMA for services and all amounts paid for such services by members of the

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Public. MSWMA shall have the right to copies of such records, with a 24-hour notice to Contractor which can be provided as Excel Spreadsheet or PDF attachments to an email or by link to an online document service or accounting system.

D. If in an audit or other review of the records provided by Contractor to MSWMA under Section 6.C., MSWMA determines that it has been overcharged, it shall provide the results of the audit or review to Contractor who shall have thirty (30) days from the receipt of the audit or review to explain or otherwise dispute its conclusions. If the Parties have failed to resolve any such dispute within thirty (30) days from MSWMA’s receipt of Contractor’s position, the dispute shall be subject to binding dispute resolution as provided in Section 8.

6. PERFORMANCE REQUIREMENTS.

A. Permits and Licenses. Contractor shall obtain and maintain throughout the term of this Agreement all permits, licenses and approvals required for Contractor to perform the work and services described herein, including, but not limited to a Permit by Rule (PBR) as required by 22 California Code of Regulations (CCR) §676450.25(a)(3) for a Permanent Household Hazardous Waste Collection Facility. MSWMA shall reasonably cooperate with Contractor in connection with obtaining or renewing such permits, licenses and approvals.

B. Compliance with the Permanent Household Hazardous Waste Collection Facility Operations and Contingency Plan. Contractor shall comply with the Permanent Household Hazardous Waste Collection Facility Operations and Contingency Plan also contained in Attachment 1.

C. Inspections by MSWMA. MSWMA officials or their designee shall at all times have access on 24 hours’ prior written notice to inspect Contractor’s work during operations and the Facilities for purposes of ascertaining full knowledge respecting the conduct of Contractor’s operations.

D. Records and Reports. Contractor shall keep and maintain accurate books and records in accordance with the most recently adopted Accounting Standards Codification of generally accepted accounting principles by the Financial Accounting Standards Board clearly showing its revenues and expenses in connection with the operations provided for in this Agreement only. Contractor shall maintain records accounting by category for the quantity of HHW collected at the Facility and from Other County Areas, tonnage of Solid Waste removed from Clean-up Sites and disposed at a landfill and recycled on a monthly, quarterly and annual basis.

7. INDEMNIFICATION AND INSURANCE.

A. Indemnification. Contractor shall indemnify and hold harmless MSWMA, the Commission and MSWMA’s officers, agents, representatives and employees (the “Indemnified Parties”) from any and all actions, claims or damages brought for or on account of injuries to or death of any person or damage to property of all kinds (collectively (“Damages”) to the extent resulting from or arising out of (i) the negligence or willful misconduct of Contractor, its officers, agents or employees, or (ii) any breach of this Agreement Contractor, its officers, agents or employees; provided, however, that Contractor shall have no obligation to indemnify, defend or hold harmless any Indemnified to the extent any such Damages resulted from or arose out of the

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negligence or willful misconduct of an Indemnified Party. The duty of Contractor to indemnify and hold MSWMA harmless shall include the duty to defend as set forth in California Civil Code Section 2778.

B. Workers’ Compensation Insurance. Contractor shall have in effect during the term of this Agreement, workers’ compensation and employer liability insurance providing full statutory coverage.

C. Liability Insurance. Contractor shall take out and maintain during the term of this Agreement comprehensive or commercial liability insurance as follows:
(1) General liability, including comprehensive form, premises operations, products/completed operations, hazard, contractual insurance, broad form property damage, independent contractors and personal liability, with limits for bodily and property damage combined of $500,000 each occurrence and $500,000 aggregate. (2) Automobile liability, including comprehensive form, owned, hired and nonowned, with a limit of $1,000,000 for bodily injury and property damage combined. (3) Excess liability, umbrella form with the same scope of coverage and exclusions as the underlying policies, with a limit for bodily injury and property damage combined of $5,000,000 each occurrence and $5,000,000 aggregate. (4) Pollution and remediation liability with limits in an amount of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) annual aggregate insuring against loss, the cost of remediation and legal defense as a result of pollution conditions arising out of Contractor’s performance under this Agreement. (5) Insurance certificates and policy endorsements evidencing the required coverage shall be filed with MSWMA and shall be subject to approval by MSWMA’s designated attorney. MSWMA, its Commission, officers, agents, employees and service providers shall be named as additional insureds on any such policies of insurance which shall also contain a provision that the insurance afforded thereby shall be primary. No such policy shall be cancelled or modified except upon thirty (30) days’ prior written notice to MSWMA. Insurance is to be placed with admitted California insurers with an A.M. Best’s rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating.

8. REMEDIES UPON DEFAULT.

A. Default. Contractor shall be deemed in default in the event Contractor defaults in the performance of any of the duties to be performed by it under the terms of this Agreement and fails to cure the default as further provided in this Section 8.A. MSWMA shall give Contractor written notice as provided in Section 16 setting forth the default. Contractor shall correct such default within thirty (30) days after receipt of such notice (within seven (7) days if MSWMA determines that the public health or safety is at risk) unless the default cannot, by its nature, be cured within said period, in which case the cure period shall be extended for such additional time as is reasonably necessary to effect a cure, provided that Contractor shall commence efforts to effect a cure as soon as practicable and shall diligently pursue the cure to completion.

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B. Material default. In the event Contractor’s default described in Section 8.A. is of a material provision of this Agreement and is not cured as set forth in Section 8.A. or if Contractor has committed Multiple Breaches (defined to mean three (3) or more defaults of material provisions of this Agreement within an eighteen (18) month period, whether cured or not) (“Material Default”), MSWMA shall have the following remedies:
(1) Liquidated Damages. The Parties acknowledge that MSWMA may incur damages as a result of a Material Default, and that such Material Default may not warrant termination of this Agreement. The Parties agree that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by MSWMA as a result of a Material Default. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits of the Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) that exclusive services might be available at substantially lower costs than alternative services and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches. Liquidated damages shall be MSWMA’s exclusive damages remedy for any individual Material Default which does not result in termination of this Agreement by MSWMA. The amount of liquidated damages is $500.00 for each day the Material Default continues after Contractor fails to cure until it is either cured or MSWMA terminates this Agreement.
(2) Termination. Without further notice and without suit or other proceedings, MSWMA may cancel and annul the rights and privileges of this Agreement upon a Material Default. In the event of termination of this Agreement for Material Default, MSWMA shall have the right forthwith to contract with another company to perform work under this Agreement.

MSWMA shall also have access to Contractor’s records for the purpose of billing during the period MSWMA is providing the services described in this Agreement and shall retain all fees collected for such services.

C. Performance Bond or Guarantee. Contractor shall post a $300,000 performance bond or financial instrument reasonably acceptable to MSWMA as security for Contractor’s faithful performance of each and every term, covenant and condition of this Agreement to be performed by Contractor. In the alternative, Waste Connections US, Inc., a Delaware corporation, may provide an irrevocable guarantee of Contractor’s performance hereunder.

D. Other Remedies. Upon termination of this Agreement based on a Material Default, MSWMA shall have all other remedies in law or equity for such Material Default.

9. DISPUTE RESOLUTION. If a dispute arises between MSWMA and Contractor regarding fees or any other term or provision of this Agreement, the Parties agree to meet and confer in good faith to resolve the dispute. Either Party may request to meet and confer by written notice to the other Party. Alternatively, the Parties may agree to participate in non-binding

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mediation. If the dispute is not resolved within thirty (30) days after the written request to meet and confer has been given or after the Parties have agreed to non-binding mediation, the matter, other than an action seeking specific performance or other equitable relief, damages of Twenty Five Thousand Dollars ($25,000) or less, or indemnification or insurance coverage pursuant to Section 7, shall be submitted to non-binding arbitration in accordance with Title 9 of the California Code of Civil Procedure, commencing with Section 1280, before a single neutral arbitrator (“Arbitrator”) in Mendocino County. The Arbitrator shall be an attorney with at least ten (10) years’ experience or a retired judge (or a person having comparable qualifications) and shall be mutually agreed upon by the Parties. If the Parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the superior court in accordance with Cal. Code Civ. Proc. §1281.6. The fees and expenses of the Arbitrator shall be borne equally by the Parties.

In the event such non-binding arbitration does not resolve the matter and in any other dispute that results in any court action, the Parties waive any right to a jury trial and agree that any such action shall be filed in the federal or state courts in or for Mendocino County, each Party hereby consents to the jurisdiction of and venue in such courts, the matter shall be governed by the internal laws of the State of California (irrespective of choice of law principles), and the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs and disbursements incurred in such action from the non-prevailing Party.

10. INSOLVENCY. If Contractor shall at any time during the term of this Agreement or any extension thereof, become insolvent, or if proceedings in bankruptcy shall be instituted by or against Contractor, or if Contractor shall be adjudged bankrupt or insolvent by any Court, or if a receiver or trustee in bankruptcy or a receiver of any property by Contractor shall be appointed in any suit or proceeding brought by or against Contractor, or if Contractor shall make an assignment for the benefit of creditors, then and in each and every such case, and provided that such proceedings, adjudication, appointment or assignment, as the case may be, continue in effect for ninety (90) days without being vacated, removed or withdrawn, this Agreement shall immediately cease and come to an end, and the rights and privileges granted shall immediately be cancelled and annulled without notice or action required on behalf of MSWMA.

11. FORCE MAJEURE. Notwithstanding any other provision herein, no default, delay or failure to perform on the part of either Party shall be considered a breach hereunder if such default, delay or failure to perform is due to causes beyond such Party’s control, including, but not limited to, riots, civil disturbances, actions or inactions of governmental authorities, epidemic or pandemic (or any restrictions imposed by governmental authorities in response thereto), war, embargoes, severe weather, fire, earthquake, flood, acts of God, defaults by the other Party or defaults by carriers. In the event of any such default, delay or failure to perform, any dates or times by which the affected Party otherwise is scheduled to perform shall be extended for a period of time equal in duration to the additional time required because of the excused default, delay or failure to perform.

12. ASSIGNMENT.

A. Contractor shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge or encumber any interest in all or a part of this Agreement without the prior written consent of MSWMA, which consent shall not be unreasonably withheld, conditioned or

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delayed. The MSWMA Council shall have the right to determine in its reasonable discretion whether to approve, conditionally approve or deny any request by Contractor for approval under this Section, provided, however, that any such approval shall not be unreasonably withheld, conditioned or delayed. Any action requiring MSWMA Council approval under this Section that occurs without such approval shall give MSWMA the right to terminate this Agreement without prior notice to Contractor or its successors or assigns. For purposes of this Section, any transaction involving the transfer, sale or exchange of stock which results in a change in majority control of Contractor from its owners as of the date hereof (excluding transfers between such owners and their affiliates and transfers by any such owners to revocable living trusts for the benefit of their families) shall be an assignment subject to MSWMA review and approval.

B. Any written agreement between Contractor and an Authorized Facility for the disposal of Solid Waste generated in MSWMA entered into after the date of this Agreement shall provide that: (1) MSWMA is a third party beneficiary with the same right as a Party to enforce such agreement; (2) any assignment of such agreement shall require MSWMA approval; (3) in the event such agreement is terminated during its term or any extended term by Contractor or by the Authorized Facility operator based on an uncured default by Contractor under such agreement, such agreement may be assumed by MSWMA without change, including as to disposal rates and terms; and (4) if terminated based on an uncured default by Contractor, any payments due but unpaid under such agreement on the date of termination shall continue to be an obligation of Contractor and the obligation to make any such payments shall not be assumed by MSWMA upon its assumption of such agreement.

13. WAIVER. The waiver by either Party of any breach or violation of any term or condition of this Agreement or of any provision of law by the other Party must be in writing signed by the Party to be charged and shall not be deemed to be a waiver of the term, condition or provision of law, or of any subsequent breach or violation of the same or any other term, condition or provision of law. The acceptance by MSWMA of any franchise fee or other fee or other monies which may become due hereunder to MSWMA shall not be deemed to be a waiver of any preceding breach or violation by Contractor.

14. ADMINISTRATION. The administration and enforcement of this Agreement shall be the responsibility of a designated representative of MSWMA which can be a member of MSWMA or any of their designated employees, contractor or officials. Nothing contained in this Agreement shall prohibit MSWMA from seeking approval from its Commission for any decision MSWMA or its authorized agent is authorized to make under the terms of this Agreement.

15. INDEPENDENT CONTRACTOR. Contractor is an independent contractor and is solely responsible for its acts or omissions. Contractor (including its agents, servants, and employees) are not MSWMA’s agent, employee, or representative for any purpose.

It is the express intention of the Parties hereto that Contractor is an independent contractor and not an employee, joint venturer, or partner of MSWMA for any purpose whatsoever. MSWMA shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Contractor under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed.

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Those provisions of this Agreement that reserve ultimate authority in MSWMA have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and MSWMA.

Contractor shall pay all estimated and actual federal and state income and self-employment taxes that are due the state and federal government and shall furnish and pay worker’s compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Contractor agrees to indemnify and hold MSWMA and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Contractor, including the legal costs associated with defending against any audit, claim, demand or law suit.

16. NOTICES. Whenever a notice or document is required or permitted to be served or given hereunder, it shall be deemed given or served when received if delivered by email (with acknowledgment of receipt), certified U.S. Mail, overnight courier (such as UPS or Federal Express), or 48 hours after deposit in the U.S. Mail with first class postage affixed. Any such document or notice shall be addressed as follows:

MSWMA:

Mendocino Solid Waste Management Authority
Attn: [ ]
3200 Taylor Drive
Ukiah, California 95482
Email: [ ]
CONTRACTOR:

Ukiah Waste Solutions, Inc.

Attn: Bruce McCracken, District Manager
3515 Taylor Drive
Ukiah, California 95482
Email: [email protected]
or to such other person or address as may be specified from time to time in writing by either Party in accordance with this Section.

17. AMENDMENTS. This Agreement may be amended from time to time only by written agreement between the Parties signed by an authorized representative of each Party. Either Party may at any time request that the service or other provisions in this Agreement be modified by delivering written notice of its requested modifications to the other Party. Within thirty (30) days after receipt of any such request, the Parties shall meet and negotiate in good faith on adopting such requested modifications, including, without limitation, any change to the Rates necessitated by such modifications, provided that nothing herein shall obligate either Party to agree on any such requested modifications.

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18. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall inure to the benefit of, the permitted successors and assigns of the Parties.

19. INTEGRATION; SEVERABILITY. This Agreement, including the Exhibits hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements between the Parties, whether written or oral, relating to such subject matter. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the remainder of this Agreement and the application of such provision to other persons or circumstances shall remain in effect. The Parties further agree to replace such void or unenforceable provision with a valid and enforceable provision which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.
[Remainder of page intentionally left blank;
Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
By:

Name:

Title:

UKIAH WASTE SOLUTIONS, INC.

By:

Name:

Title:

ATTACHMENT 1

OPERATIONS
Household Hazardous Waste. Commencing on a start date in 2023 as determined by MSWMA, Contractor shall provide for collection, storage and disposal of Household Hazardous Waste in accordance with its Household Hazardous Waste Operations Plan. Notwithstanding said Operations Plan, Contractor shall provide for the collection, storage and disposal of Household Hazardous Waste ("HHW") from and after such start date, as follows:
(a) Collection.
(i) Contractor shall provide Hazardous Waste Collection at 3200 Taylor Dr, Ukiah, CA 95482. It is anticipated that there will also be offerings of mobile events within the northern and western regions of Mendocino County. Each drop-off event shall be fully compliant with state and federal regulations that govern such events, and shall be available to the owners or occupants of all single-unit residential properties in the County without charge. Additionally, said drop-off events shall be available to the owners, tenants or operators of all commercial properties located in the County for a fee negotiated in good faith by the parties hereto, which fee may be amended from time to time pursuant to mutual written agreement of Contractor and MSWMA executed by the General Manager, to reflect the agreed upon compensation relative to Attachment 1.

Proof of County residence may be required. In its discretion, Contractor may also offer Household Hazardous Waste collection service at residential and commercial properties in the County at such fees as are established by mutual good-faith negotiations between the parties hereto. (ii) The Company agrees to receive Household Hazardous Waste at the Recycling Facility, at a fee to be negotiated in good-faith by the parties hereto, at hours other than indicated above, if (a) requested by the MSWMA to accommodate unusual quantities of Hazardous Waste resulting from an emergency or from programs of any Mendocino County-based local governmental entity designed to promote clean-up of an area in the Territory; (b) the Recycling Facility is able, in the reasonable judgment of the Contractor, to receive such additional quantities of Household Hazardous Waste without adversely affecting the Company's operation or maintenance of the Recycling Facility; and (c) MSWMA will provide the Company with reasonably adequate advance notice of such delivery of Household Hazardous Waste to enable the Contractor to respond to any such request. Written confim1ation shall be provided within ten days of such event.

Contractor, with the consent of the MSWMA (which shall not be unreasonably withheld) may change the list of Household Hazardous Waste materials that are acceptable for disposal at the Recycling Facility.

Contractor shall be under no obligation to accept or receive Household Hazardous Waste that is not identified as acceptable for disposal at the Recycling Facility.
(iii) Subject to compliance with licensing and permit requirements, nothing herein shall preclude Contractor, in its sole discretion, from electing to provide HHW collection services to any of its customers in the Territory on an "as-requested" basis. Contractor may charge said customers for collection of HHW collection services at rates to be negotiated in good faith between Contractor and MSWMA, which rates may be amended from time to time pursuant to mutual written consent of Contractor and MSWMA executed by the General Manager.
(b) Storage. Contractor shall provide for storage of Household Hazardous Waste collected, whether collected by Contractor or County, at any properly licensed and permitted HHW storage facility including the Recycling Facility, which HHW storage facility shall be maintained in compliance with all applicable federal, state and local statutes, laws, regulations and ordinances, as currently in existence or as may be enacted or modified during the Term of this Agreement. (c) Disposal. For all Hours hold Hazardous Waste stored at the Recycling Facility, the Contractor shall provide for the removal, shipment, transportation and delivery of said Household Hazardous Waste to Licensed Hazardous Waste Recycling Treatment or Disposal Facilities ("TSDFs"). Wherever possible, such HHW shall be recycled or, if not possible, treated or incinerated. If recycling, treatment and incineration all are not available alternatives, then, and only then, may Contractor arrange for the landfilling of Household

Hazardous Waste at a landfill willing and permitted to accept same. MSWMA hereby agrees that all Household Hazardous Waste manifests for such removal, transportation and disposal shall bear the name of MSWMA as Generator of the waste, and shall be signed by Contractor n authorized representative of MSWMA.

Contractor shall remove, ship, transport and deliver such Household Hazardous Waste in a reasonable and cost-effective manner consistent with the other provisions of this Section. Contractor shall determine the TSDFs to be used for recycling, treatment, incineration, or disposal of such Household Hazardous Wastes, and Contractor shall use such TSDFs for such purposes unless otherwise directed by MSWMA or unless uncontrollable circumstances require use of an alternative TSDF. Notwithstanding any of the foregoing, Contractor shall obtain the prior written approval of MSWMA before landfilling any Household Hazardous Waste.
(d) Compliance with Laws. Throughout the duration of this Agreement, Contractor shall comply with, and pay, any fine, penalty or other charge with respect to the Contractor’s failure to adhere to all requirements of any applicable environmental laws and regulations or other applicable laws, ordinances, codes, regulations and rules, and any permits issued thereunder, which are necessary for the collection, storage and disposal of Household Hazardous Waste, unless such fine, penalty or other charge is imposed by reason of the negligent acts or omissions of MSWMA or other third parties beyond Contractor’s control. (e) Compensation: MSWMA shall compensate Contractor based upon the agreed upon rates in attachment 1. Contractor shall invoice MSWMA quarterly for services and shall be itemized to the satisfaction of MSWA’s General Manager who shall pay said invoices within 30 days of receipt. Additionally, to the extent eligible State or Federal funds are provided to MSWMA for such purposes, MSWMA will provide for additional collection events, improvement to the HHW collection facilities, the purchase of personal protective equipment and/or Hazardous Waste Operations and Emergency Response Standards (HAZWOPPER) training.

Pursuant to mutual written consent of Contractor and MSWMA executed by the General Manager. (f) Safety of Persons and Property. Contractor warrants that it understands the known hazards that are present to persons, property, and the environment in the transportation, storage, and treatment/disposal of the wastes received at HHW facilities. Throughout the term of this Agreement, the Contractor agrees that it will: (a) take all reasonable precautions to prevent damage, injury or loss, by reason of or related to the operation and maintenance of the Recycling Facility, to any property on the Recycling Facility site or adjacent thereto, including equipment, structures and utilities, which are dedicated to the collection, storage and disposal of HHW; (b) establish and maintain safety procedures for the Recycling Facility for the protection of employees of the Contractor and all other Persons, invitees and permittees at the Recycling Facility in connection with the operation and maintenance thereof at a level consistent with applicable law and with good industry standards and practices for HHW collection facilities; (c) comply with all applicable laws, ordinances, rules, regulations and lawful orders of any governmental agency relating to the safety of persons or property at the Recycling Facility or their protection at the Recycling Facility from damage, injury or loss; and (d) designate a qualified and responsible member of its organization at the Recycling Facility whose duties shall include safety and the prevention of fires and accidents at the Recycling Facility and to coordinate such activities as shall be necessary with federal, state, local, and municipal officials. (g) Personnel. All of the Contractor’s personnel assigned to the Recycling Facility shall be appropriately trained in accordance with all applicable rules, regulations and law so that the Recycling Facility will be operated and maintained in accordance with all applicable federal, state and local laws and regulations. (h) Violation Notification. Contractor shall notify MSWMA within five (5) working days if any of the following occurs between now and termination of this Agreement:
(i) Contractor or its affiliates are served with a notice of violation of any laws, regulations, or permits which relate in any material respect to the HHW services proposed hereunder; or (ii) Proceedings are commenced against Contractor, its affiliates, its waste management facilities or other handlers that could lead to revocation of permits or licenses that relate to the HHW services envisioned herein.

(i) Licenses. Permits. Etc. Contractor represents and warrants to MSWMA that it, its affiliates and any subcontractors engaged by Contractor to perform HHW work relative to this Agreement, shall have at the time of the effective date of this Agreement and at all times during the term of this Agreement, all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required for Contractor to provide the HHW collection, storage and disposal services envisioned herein. In the event that its mobile HHW facilities and any other facilities necessary to provide the HHW services delineated herein, should lose its permitted status during the term of this Agreement, Contractor shall promptly notify MSWMA of such loss.

Contractor will ensure that all Permit By Rule (PBR) conditions to operate the HHW mobile events and other relevant facilities are met. The Contractor will complete the PBR forms and submit to MSWMA for necessary signatures. MSWMA is responsible for submittal and obtaining approval of the PBR.

ATTACHMENT 2

CITY OF UKIAH INVOICE

HOUSEHOLD HAZARDOUS WASTE COLLECTION
Bill To: City of Ukiah Public Works
300 Seminary Avenue
Car Count
Sat
Event Date
Ukiah, CA 95482 Sun Location: City of Ukiah
0 Material Unit Disposal Cost Quantity Subtotal
PAINT - Oil Based Gallon $0.000 $0.00
Latex Gallon $0.000 $0.00
Flammables- Bulk Solv. Gallon $3.300 $0.00
Solids/Grease Gallon $4.600 $0.00
Liquids loose pack Gallon $3.460 $0.00
POISONS - Solid Gallon $4.780 $0.00
POISONS - Flammable Liquids Gallon $7.260 $0.00
CORROSIVES - Acids & Bases Gallon $4.450 $0.00
OXIDIZERS - Solids & Liquid Gallon $6.750 $0.00
GASES - Aerosol Cans Drum $235.000 $0.00
Aerosol Meter Box Each $710.000 $0.00
5- Gallon Propane bottle Each $0.000 $0.00
1-Gallon Propane Each $2.000 $0.00
1 Pound Propane Meter Box Each $980.000 $0.00
MISC - Non-RCRA Solids Gallon $6.260 $0.00
Non-RCRA Liquids Gallon $4.770 $0.00
Motor Oil Gallon $0.000 $0.00
Oil Filters Gallon $0.000 $0.00
PCB Ballasts Pound $0.650 $0.00
Fluorescent Tubes Foot $0.150 $0.00
HID Bulbs Each $1.200 $0.00
Compact Fluorescent Lamps Each $0.600 $0.00
Bent light tubes Each $1.600 $0.00
Crushed Tubes Pound $2.100 $0.00
Lead Chips/Contaminated Soil/Absorbent Gallon $4.780 $0.00 Mercury Gallon $42.180 $0.00
Household Batteries Pound $1.000 $0.00
Cell Battery NICAD / Lithium Recycle Pound $0.300 $0.00 Antifreeze Gallon $0.000 $0.00
Drum Disposal Each $0.000 $0.00
Fire Extinguishers Each $2.000 $0.00
Asbestos Loose Gallon $6.400 $0.00
Sharps Cu Ft. $3.92 $0.00
Flares Gallon $33.540 $0.00
Disposal $0.00
HHW Supplies 20X100 POLY FILM $110.00 $0.00
DUCT TAPE $6.00 $0.00
Supplies $0.00
Labor
HHW Tech 1 Labor Fee Hour $35.25 $0.00
HHW Tech 2 Labor Fee Hour $35.25 $0.00
HHW Manager Labor Fee Hour $52.10 $0.00
HHW Support Labor Fee Hour $44.75 $0.00
$0.00
Vehicle Expense

HHW Travel Mileage Mile $0.90 $0.00
HHW Packaging Supplies - Meter Box $36.00 $0.00
E-Manifest $28.00 $0.00
Steel Drums 8-DM-OT-55 GAL $40.00 $0.00
$0.00
Equipment Roll-off Truck $100.00 $0.00
Loader $200.00 $0.00
Skid Steer $200.00 $0.00
Trailer $100.00 $0.00
$0.00
Freon Removal $10.00 $0.00
Facility Overhead & Profit $0.00
Total $0.00
Remit To:

Ukiah Waste Solutions, Inc.

P.O. Box 60
Ukiah, CA 95482

ATTACHMENT 3
Services Provided at No Cost to Transfer Station Operators The Contractor will provide the following services at no cost to the transfer station site operators on a reasonable time schedule as agreed by the Contractor and the transfer station operator in accordance with 2 B. (3) of the Agreement.

1. Freon Removal from Refrigerators, Air Conditioners, and other Freon Appliances.

2. Removal and collection of Mercury Switches from Appliances.

3. Collection of Hazardous Materials from Load Checking Procedures

4. Collection of smaller household batteries

5. Collection of prescription medications and sharps

1 {00107669.DOCX.2}
LEASE
THIS LEASE is made on [_________], 2023 (the “Effective Date”), by and between the Mendocino Solid Waste Management Authority (“Lessor”), a joint powers agency under the California Joint Exercise of Powers Act (“Lessor”) and Ukiah Waste Solutions, Inc., a California corporation in good standing (“Lessee”), with reference to the following:

A. Lessor and Lessee have entered a Services Agreement, dated [_________], 2023 (the “Agreement”), a true and correct copy of which is attached hereto as Exhibit 1, pursuant to which Lessor has agreed to provide various services previously provided by Lessor, in part, on certain improved real property situated in the City of Ukiah, County of Mendocino, State of California, commonly known as 3200 Taylor Drive, as more particularly depicted and described in the attached Exhibit 2 (the “Premises”).

B. The services to be provided under the Agreement include operation on the Premises of an HHW drop-off center as described therein. In addition, Lessee has agreed to operate a California Redemption and general Buy-back Center on the Premises in compliance with applicable state statutes and regulations, including emergency regulations at 14 California Code of Regulations (CCR) 2750 et seq.

C. Lessor agrees to lease the Premises to the Lessee for the purpose of performing under the Agreement and to operate the buy-back center.

D. Lessor has the authority under the JPA to lease property it owns to further its purposes
E. Capitalized terms used herein have the meaning stated in the Agreement, unless otherwise expressly stated herein.

NOW, THEREFORE, in consideration of the above-recitals and the mutual covenants described below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee agree as follows:

1. Lease. Lessor hereby leases the Premises to Lessee on the terms and conditions as stated in this Lease. The Premises includes all buildings and other improvements thereon and any equipment, fixtures, trade fixtures or other items of personal property located on the Premises on the Effective Date. An inventory of such items shall be prepared by Lessor and approved by Lessee as of the Effective Date.

2. Term. The term hereof shall be the same as the term of the Agreement.

3. Rent. The annual rent for the premises shall be One Dollar ($1.00). Such rent shall be paid to Lessor on the Commencement Date and on the same date each year thereafter. Lessee may prepay rent for all or any portion of the remaining term of this Lease. Rent shall be paid to Lessor and delivered to Finance Department, City of Ukiah,. 300 Seminary Ave.,Ukiah, California 95482, or to such other place as may be designated by Lessor from time to time.

ATTACHMENT 3
Rev 4/4/23

2 {00107669.DOCX.2}

4. Condition of Leased Premises.
(a) Environmental Indemnification. Lessee shall be responsible for the costs of remediation and removal of any Hazardous Materials released on the Premises during the term of this agreement, to the extent caused by the acts, omissions, negligence or willful misconduct of Lessee or Lessee’s invitees; provided, however, Lessee shall not be responsible for such costs to the extent resulting from or arising out of the negligence or willful misconduct of Lessor or any other third party. Lessee agrees to assume the defense of, indemnify, and hold Lessor harmless from any and all claims, costs, and expenses related to environmental liabilities to the extent resulting directly from Lessee’s acts, omissions, negligence or willful misconduct of Lessee in its operations on the Premises or its invitees; provided, however, Lessee shall have no obligations to defend, indemnify or hold Lessor harmless to the extent such claims, costs, or expenses result from or arise out of the negligence or willful misconduct of Lessor or any other third party.

Notwithstanding anything to the contrary in this agreement, Lessor and Lessee acknowledge and agree that Lessee’s responsibilities and liability with respect to the presence of any Hazardous Materials disposed of or otherwise placed on or beneath the Premises, or incorporated or migrating into or beneath the Premises, shall be limited to those responsibilities and liabilities arising directly from conditions caused by Lessee’s acts, omissions, negligence or willful misconduct during the term of this agreement or its invitees, and in no event shall Lessee be responsible or liable for the action or inaction of Lessor, other Lessees or third parties with respect to such conditions. Lessor shall be responsible for the costs of remediation and removal of any Hazardous Materials released on the Premises prior to, during or after the term of this agreement, to the extent caused by the negligence or willful misconduct of Lessor. Lessor agrees to assume the defense of, indemnify, and hold Lessee harmless from any and all claims, costs, and expenses related to environmental liabilities to the extent resulting directly from Lessor’s negligence or willful misconduct. The rights and obligations of this Section 4(a) shall survive the termination of this agreement. (b) For purposes of this Agreement, “Hazardous Materials” means any and all substances, chemicals, wastes, sewage or other materials that are now or hereafter regulated, controlled or prohibited by any Environmental Laws, including any (i) substance defined as a “hazardous substance”, “extremely hazardous substance”, “hazardous material”, “hazardous chemical”, “hazardous waste”, “toxic substance” or “air pollutant” by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq.; the Clean Air Act, 42 U.S.C. Section 7401, et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001, et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; or the Occupational Safety and Health Standards, 25 C.F.R. 1910-1000 et seq., or regulations promulgated thereunder, all as amended to date and as amended hereafter, (ii) hazardous substance, hazardous waste, toxic substance, toxic waste or hazardous material, waste, chemical or compound described in any other environmental laws, and (iii) asbestos, polychlorinated biphenyls, urea formaldehyde insulation, flammable or explosive or radioactive materials, gasoline, oil, motor oil, waste oil, petroleum (including crude oil or any component thereof), petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium compounds, and other regulated chemical products, but expressly excluding nonhazardous oilfield waste and naturally occurring radioactive materials and materials

3 {00107669.DOCX.2}
expressly excluded from the definition of “hazardous materials” under such applicable laws as may be amended from time to time.

5. Use. The Premises are to be used exclusively to provide the services under the Agreement as it now reads or may be amended in the future and to operate a buy-back facility in compliance with applicable state laws and regulations and in accordance with the attached Exhibit 3 which includes a list of recyclable items to be accepted at the buy-back center. Lessee shall comply with the maintenance and operation requirements, including, but not limited to, required fencing, methods of securing Hazardous Materials and security systems as set forth in the attached Exhibit 4.

6. Uses Prohibited. Lessee shall not use any portion of the Premises for purposes other than those specified hereinabove, and no use shall be made or permitted to be made upon the Premises, nor acts done, which will increase the existing rate of insurance upon the property, or cause cancellation of insurance policies covering said property.

7. Assignment and Subletting. Lessee shall not assign this Lease or sublet any portion of the Premises without the prior written consent of Lessor, which shall be in Lessor’s sole and absolute discretion to give or deny. Any such assignment or subletting without such consent shall be void and, at the option of the Lessor, may terminate this Lease. “Assignment,” as used herein, includes any change in the ownership or control of Lessee or any sale of substantially all of its assets.

8. Ordinances and Statutes. Lessee shall comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises, occasioned by or affecting the continuing use thereof by Lessee.

9. Maintenance, Repairs, Alterations. Lessee acknowledges that except for any existing subsurface Hazardous Waste contamination which the Parties acknowledge are unknown to Lessee, the Premises are in good order and repair. Lessee shall, at its own expense and at all times, maintain the Premises (including all improvements) in good order and repair, keep the Premises clean and in good and safe condition, do no damage to the Premises, and shall surrender the Premises, at termination or expiration of this Lease, in as good condition as received, normal wear and tear excepted. Lessee’s obligation includes any reconstruction or replacement of the Improvements necessary to maintain the Premises in good condition for the uses allowed under this Lease.

No improvement or alteration of the Premises shall be made by Lessee without the prior written consent of Lessor. Prior to the commencement of any substantial repair, improvement or alteration to which Lessor shall so consent, Lessee shall give Lessor at least two (2) days advance written notice in order that Lessor may post appropriate notices to avoid any liability for liens.

10. Entry and Inspection. Lessee shall permit Lessor or Lessor’s agents to enter upon the Premises without prior notice during hours when the Premises are open to the public and at other reasonable times upon reasonable notice for the purpose of inspecting the same, and will permit Lessor to place upon the Premises any usual “To Let” or “For Lease” signs, and permit

4 {00107669.DOCX.2}
persons desiring to Lease the same to inspect the Premises thereafter, within six (6) months prior to expiration of this Lease.

11. Quiet Enjoyment. Lessor covenants that Lessee shall and may, at all times during the Term, peaceably and quietly have, hold, occupy, and enjoy the Premises.

12. Indemnification of Lessor. Lessee shall indemnify and defend Lessor against, reimburse Lessor for, and hold Lessor harmless from any and all losses, costs, liabilities, suits, actions, damages, injuries, or expenses (including reasonable legal fees and costs of expert witnesses) to the extent caused by, resulting from, connected with, or related to any claim of damages, whether or not suit has been filed: (i) occurring as a result of Lessee’s acts, omissions, or negligence, or the acts, omissions, or negligence of Lessee’s agents, contractors, subcontractors, employees or invitees, in connection with this agreement; (ii) occurring as a result of Lessee’s breach of this agreement or any of its representations or warranties contained herein; and (iii) otherwise in connection with Lessee’s use of the Premises; except to the extent resulting from Lessor’s acts, omissions, or negligence, or the acts, omissions, or negligence of Lessor’s agents, contractors, subcontractors, or employees.

13. Insurance. Lessee, at its expense, shall maintain public liability insurance, including bodily injury and property damage, in accordance with the terms of Section 7.C. of the Agreement.

14. Utilities. Lessee shall be responsible for the payment of all utilities, including water, gas, electricity, heat and other services delivered to the Premises during the term hereof.

15. Abandonment of Premises. Lessee shall not vacate or abandon the Premises at any time during the term hereof, and if Lessee shall abandon or vacate the Premises, or be dispossessed by process of law, or otherwise, any personal property belonging to Lessee left upon the Premises shall be deemed to be abandoned, at the option of Lessor.

16. Condemnation. If any part of the Premises shall be taken or condemned for public use, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the part taken, terminate as of the date the condemnor acquires possession, and thereafter Lessee shall be required to pay such proportion of the rent for the remaining term as the value of the Premises remaining bears to the total value of the Premises at the date of condemnation; provided, however, that Lessee may at its option, terminate this Lease as of the date the condemnor acquires possession. In the event that the Premises are condemned in whole, or that such portion is condemned that the remainder is not susceptible for use hereunder, this Lease shall terminate upon the date upon which the condemnor acquires possession. All sums which may be payable on account of any condemnation shall belong to the Lessor, and Lessee shall not be entitled to any part thereof; provided, however, that Lessee shall be entitled to retain any amount awarded to Lessee for its trade fixtures or moving expenses.

17. Trade Fixtures. Any and all fixed improvements made to the Premises during the term hereof shall belong to Lessor, except trade fixtures of the Lessee. Lessee may, upon termination hereof, remove all its trade fixtures, subject to Lessor’s rights under Section 8 of the

5 {00107669.DOCX.2}
Agreement, but shall repair or pay for all repairs necessary for damages to the Premises occasioned by such removal.

18. Destruction of Premises. In the event of a whole or partial destruction of the Premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that the insurance proceeds are sufficient for such purpose and provided that such repairs can be made within one hundred twenty (120) days under existing governmental laws and regulations, but such partial destruction shall not terminate this Lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the Premises. If such repairs cannot be made with the available insurance proceeds or within said one hundred twenty (120) days, Lessor or Lessee, at its option, may make the same within a reasonable time, this Lease continuing in effect with the rent proportionately abated as aforesaid, and in the event that Lessor shall not elect to make such repairs which cannot be made with the available insurance proceeds or within one hundred twenty (120) days, this Lease may be terminated at the option of either party.

19. Insolvency. In the event a receiver is appointed to take over the business of Lessee, or in the event Lessee makes a general assignment for the benefit of creditors or Lessee takes or suffers any action under any insolvency or bankruptcy act, the same shall constitute breach of this Lease by Lessee.

20. Remedies of Lessor on Default. In the event of any breach of this Lease by Lessee, Lessor may, at its option, terminate the Lease and recover from Lessee any amount necessary to compensate Lessor for all detriment proximately caused by Lessee’s failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result therefrom. Nothing contained herein shall be deemed to limit any other rights or remedies which Lessor may have.

21. Attorney’s Fees. In case suit should be brought for recovery of the Premises, or for any sum due hereunder, or because of any act which may arise out of the possession of the Premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including reasonable attorney’s fees.

22. Waiver. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver of such term.

23. Notices. Whenever a notice or document is required or permitted to be served or given hereunder, it shall be deemed given or served when received if delivered by email (with acknowledgment of receipt), certified U.S. Mail, overnight courier (such as UPS or Federal Express), or 48 hours after deposit in the U.S. Mail with first class postage affixed. Any such document or notice shall be addressed as follows:

TO LESSOR
Mendocino Solid Waste Management Authority
Attention: [___________________]
3200 Taylor Drive

6 {00107669.DOCX.2}
Ukiah, California 95482
Email: [___________________]

TO LESSEE
Ukiah Waste Solutions, Inc.

Attention: Bruce McCracken, District Manager
3515 Taylor Drive
Ukiah, California 95482
Email: [email protected]
or to such other person or address as may be specified from time to time in writing by either party in accordance with this Section.

24. Time. Time is of the essence of this Lease.

25. Heirs, Assigns, Successors. This Lease is binding upon and shall inure to the benefit of the respective heirs, assigns and successors in interest to each of the parties.

26. Property Taxes. Lessee shall pay all Property Taxes on the Premises, including any improvements thereon. For purposes of this Lease, “Property Taxes” shall mean: (a) all real estate taxes and other assessments on the Premises and/or any improvements, including assessments for special improvement districts and building improvement districts, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments; (b) all personal property taxes for property that is owned by Lessor and used in connection with the operation, maintenance and repair of the Premises and/or improvements; (c) all governmental charges attributable to the Premises (such as business license taxes and fees); and (d) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) or (b) above, including, without limitation, any costs incurred by Lessor for compliance, review and appeal of Property Tax liabilities. The parties shall use commercially reasonably efforts to maintain or decrease the assessed value of the Premises upon conveyance of the Premises to Lessor.

27. Estoppel Certificate.
(a) Lessee shall at any time upon not less than ten (10) days’ prior written notice from Lessor execute, acknowledge and deliver to Lessor a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the amount of any security deposit, and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to Lessee’s knowledge, any uncured defaults on the part of Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer to the Premises. (b) At Lessor’s option, Lessee’s failure to deliver such statement within such time shall be a material breach of this Lease or shall be conclusive upon Lessee (i) that this Lease is in full force and effect, without modification except as may be represented by Lessor, (ii) that there are no uncured defaults in Lessor’s performance, and (iii) that not more than one month’s

7 {00107669.DOCX.2}
rent has been paid in advance or such failure may be considered by Lessor as a default by Lessee under this Lease.
(c) If Lessor desires to finance, refinance or sell the Premises, or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such financial statements of Lessee as may be reasonably required by such lender or purchaser. Such statements shall include the past three years’ financial statements of Lessee. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

28. Entire Agreement. The foregoing (including, where applicable, the Agreement) constitutes the entire agreement between the parties with respect to the Premises and may be modified only by a writing signed by both parties. Capitalized terms used, but not defined, herein shall have the respective meanings given them in the Agreement.

29. Governing Law; Forum. This Lease shall be construed in accordance with the internal laws of the State of California (irrespective of choice of law principles). Any dispute hereunder shall be resolved in the state courts in Mendocino County and state appellate courts.

The parties waive any right to a jury trial.
[Remainder of page intentionally left blank;
Signature page follows.]

8 {00107669.DOCX.2}
IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above written.

MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY (LESSOR)
By: _________________________________
Name: _________________________________
Title: _________________________________
UKIAH WASTE SOLUTIONS, INC. (LESSEE)
By: _________________________________
Name: _________________________________
Title: _________________________________

EXHIBIT 2

EXHIBIT 3
As required in Section 5 of the Lease, the Lessee will operate a California Certified CRV (Buy Back) Recycling Center at the Facility during the entire Term of the Lease, complying with all applicable rules and regulations of the State of California governing such operation, and will receive all items and make whatever CRV payments to the buyback customer required by applicable regulation in effect at the time.

EXHIBIT 4
Lessee agrees to maintain the property as described in Exhibit 2 in a manner keeping with industry standards regarding the storage, handling and securing Household Hazardous Waste (HHW). These standards may include but are not limited to; fencing, locked gates and doors, security lighting, alarms, proper containers, labels and handling procedures.

HHW items to be accepted at the Facility by Lessee in accordance with the terms and conditions of EXHIBIT 1 will include but are not limited to the following listed items. This list may be amended in future to meet regulatory requirements of the State of California.

Aerosol sprays
Antifreeze
Asbestos
Auto batteries
Automatic transmission fluid Ballasts
Bases
Batteries (auto, solar, household)
Brake fluid
Cleaners and disinfectants
Drum Disposal (empty only, 15-gal maximum size)
Engine cleaners
Fertilizers
Fire extinguishers
Flammable liquids & solids
Flares
Fluorescent bulbs
Fuels (such as butane, diesel, gasoline, kerosene and lamp oil) Fungicides Glues
Insecticides
Bulbs
Medication
Mercury
Non- RCA Liquids/Solids
Nail polish & remover
Oil & filters
Oxidizers
Paint
Paint thinners
Perfumes
Pesticides
Photo chemicals
Pool chemicals
Power-steering fluid
Propane (5 gallon-cylinders and smaller)
Road Flares
Rodenticides
Sharps/needles
Shoe Polish
Sludge, Soil, Misc.

Smoke Detectors
Solvents
Treated Wood (nails/screws removed)
Toiletries Weed Killers Wood Finishes

1 SERVICE AGREEMENT

BETWEEN

MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
AND

CITY OF UKIAH
This Agreement is made and entered in Ukiah, California on _________, 2023 (“Effective Date”) by and between the Mendocino Solid Waste Management Authority (“MSWMA”) and City of Ukiah (“City”). MSWMA and City may be referred to hereafter individually as “Party” and collectively as “Parties.” RECITALS:

1. MSWMA is a joint powers agency currently organized and operating under an Amended and Restated Joint Powers Agreement among the Cities of Fort Bragg, Ukiah, Willits and the County of Mendocino, dated November 19, 2019 (“JPA”). Under the JPA MSWMA was formed for various purposes, including: (1) making reasonable efforts to increase recycling and diversion of materials in order to reduce landfill deposits and achieve the waste diversion goals of a Reduction and Recycling Plan; (2) providing for the proper handling, reuse or disposal of household hazardous wastes; (3) providing educational outreach to encourage recycling, diversion and proper disposal of solid and household hazardous waste; (4) providing for the cleanup of sites where solid waste has been illegally disposed; and (5) removing graffiti.

2. City is a California general law municipal corporation in Mendocino County, California and a signatory of the JPA.

3. MSWMA entered or will enter a Lease and an HHW Services Agreement with an independent contractor to operate MSWMA’s HHW program.

4. Pursuant to Section 7(a) of the JPA, the MSWMA Board of Directors has determined to contract with the City to perform the services of MSWMA’s General Manager, including the General Manager performing as the MSWMA Treasurer pursuant to Section 6 of the JPA, and to provide other clerical and accounting services.

ATTACHMENT 4
Rev 4/4/23

2 AGREEMENT:

Based on the foregoing recitals which are incorporated into this Agreement, the terms and conditions stated hereafter and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS: The following capitalized terms shall have the meaning specified in this Section 1:
a. “Commission” shall mean the five-member governing body of MSWMA established under Section 2 of the JPA.
b. “Commencement Date” shall mean the date when City is required to begin providing services under this Agreement as specified in Section 2 below.
c. “County” shall mean Mendocino County.
d. “Facility” shall mean household hazardous waste disposal facility at the MSWMA Site.
e. “Fiscal year” means July 1 to June 30.
f. “Haulers’ Advisory Committee” shall mean a group composed of at least one representative from each company holding an exclusive curbside collection franchise contract in the incorporated and unincorporated territory of the County and a representative of the County Department of Transportation.
g. “Household Hazardous Waste or “HHW” shall mean leftover household products that can catch fire, react, or explode under certain circumstances, or that are corrosive or toxic, including products, such as paints, cleaners, oils, batteries, pesticides and other products specified by MSWMA as accepted at the Facility.
h. “HHW Services Agreement” means the Agreement, an unexecuted draft of which is attached hereto as Attachment 1.
i. “Lease” shall mean the lease between MSWMA and Ukiah Waste Solutions for the MSWMA Site, substantially in the form of the attached Attachment 2.
j. “MSWMA” has the meaning provided in Recital 1, above. k. “MSWMA Site” shall mean the real property located at 3200 Taylor Drive, Ukiah, CA as depicted and described in the Lease.

3 2. GENERAL MANAGER AND TREASURER SERVICES: Commencing on ___________, 2023, using its own employees and/or independent contractors City shall perform the duties of the General Manager and Treasurer of MSWMA in accordance with Sections 6 and 7 of the JPA. In keeping with sections 5, 7,13 and 15 of the JPA, the Commission will appoint the City of Ukiah Director of Public Works as General Manager. The holder of that position will remain the General Manager until the Commission, with the agreement of the City’s City Manager, makes a different appointment. In keeping with the provisions of section 6 of the JPA, the Commission will appoint the Finance Director of the City of Ukiah as Treasurer. The Treasurer shall perform appropriate accounting, reporting, audit management, and other regular and customary financial services functions necessary for the prudent financial management of MSWMA. The holder of that position will remain the Treasurer until the Commission, with the mutual agreement of the City’s City Manager, makes a different appointment.

A. In its capacity as General Manager, the City shall:
(1) act as MSWMA’s representative in managing the HHW Services Agreement and the Lease to determine if the services required by those agreements are being performed in compliance with their terms; (2) prior to the commencement of each Fiscal Year, present a preliminary budget to the Commission for consideration and by no later than June 15, submit a final budget for Commission approval. The Parties may agree to alter this schedule;
(3) call meetings of and consult with a standing committee formed by the Commission pursuant to Section 4(b) of the JPA, to provide guidance and clarify issues in an advisory role between Commission meetings.

The Commission may elect to create and appoint as members of such committee one Commissioner who represents an area that includes the coastal area and one Commissioner who represents an area that includes an inland area of Mendocino County.
(4) call and chair meetings of the Haulers Advisory Committee as and when determined necessary by the General Manager;
(5) Maintain the MSWMA (Mendo Recycle) website;

4 (6) Understanding that each member of MSWMA has sole responsibility to comply with California law including, but not limited to, SB 1383, when requested by the Commission, advise and assist MSWMA members to comply with California statutes and regulations governing waste reduction and recycling; provided, however, that the following services will be provided by non-City entities:
i. The County of Mendocino, Department of Transportation ("DOT"), possessing all the necessary resources, has
committed to provide all required updates of the MSWMA
Source Reduction and Recycling Element (Plan). MSWMA
will reimburse DOT for its cost to provide the Plan updates at the rate DOT pays or charges for similar services.
ii. The County of Mendocino, Department of
Transportation, possessing all the necessary resources, has committed to provide all required updates of the MSWMA
Household Hazardous Waste Element (Plan).MSWMA will
reimburse DOT for its cost to provide the Plan updates at the rate DOT pays or charges for similar services.
(7) perform the duties of Secretary to the Commission responsible for (1) the preparation of meeting notices and agendas in compliance with the Brown Act, (2) minutes of meetings and other documents requiring Commission approval and (3) act as the custodian of Commission records created after the Effective Date and secure documents existing prior to the Effective Date that can be reasonably located at the Facility. Preparation of minutes is contingent on the Commission adopting a Resolution Providing for Action Minutes, substantially in the form of the attached Attachment 3;
(8) oversee the application for and administration of all routinely available CalRecycle Grants and other grants that will advance the MSWMA’s purposes as stated in Section 1 of the JPA.
(9) Within thirty (30) days of the Commencement Date in consultation with Contractor, City shall oversee the preparation of an inventory of all personal property, including equipment and vehicles owned by MSWMA and located at the Facility which shall be acknowledged in writing by City and Contractor to be complete. Within said thirty (30) days, the inventory shall be delivered to the Clerk of the Commission for presentation to the Commission at a regular or special meeting. The Commission shall review the inventory and the recommendations of the City and the Contractor and determine which items on the Page 542 of 645 5 inventory the Contractor is authorized to use in providing services under the services agreement between MSWMA and the Contractor and which items shall be declared surplus property and disposed of at the Direction of the General Manager.

B. In its capacity as Treasurer, the City shall perform the duties of the Treasurer as set forth in Section 6 of the JPA. The Treasurer shall perform appropriate accounting, reporting, audit management, and other regular and customary financial services functions necessary for the prudent financial management of MSWMA. In the performance of those services, the City shall:
(1) maintain appropriate accounting procedures and practices, in accordance with City of Ukiah Policy Resolution No. 39, Establishing Financial Management Policies for the City of Ukiah, Generally Accepted Accounting Principles (GAAP) and the policies of the Government Accounting Standards Board (“GASB”),
including, but not limited to, budgeting, accounting, and treasury management (receipts, deposits, investments, and disbursements); (2) maintain records for all MSWMA transactions and accounts, which may include MSWMA fiduciary accounts established as part of the City’s financial management system, and separately account for all funds received, disbursed or invested by the City in its capacity as Treasurer;
(3) provide regular budgetary and financial reports to MSWMA and upon request of the Commission;
(4) be the custodian of all MSWMA funds and perform custodial functions, including the deposit of MSWMA funds in and
disbursement of such funds from bank accounts maintained by the City and invest surplus funds until needed in accordance with City Policy Resolution No. 39, crediting MSWMA with the return on those investments, whether positive or negative;
(5) each Fiscal Year engage the same independent certified public accountant who audits the financial statements of the City, to perform an audit and report directly to the Commission on the financial statements of MSWMA.

6 C. City is a service provider. MSWMA shall be responsible for and for understanding the financial and other activities and information performed or related to the services provided by the City under this Agreement. The City is not performing these services as the MSWMA’s agent but as a service provider and MSWMA agrees that the City does not assume a fiduciary duty to MSWMA in the performance of these financial and general services.

3. OTHER SERVICES. When mutually agreed by the Parties as documented in the minutes of the Commission, City will provide Other Services to MSWMA including, but not limited to, legal and other professional services.

4. COMPENSATION FOR SERVICES PROVIDED UNDER THIS
AGREEMENT.

A. Annual Compensation: The annual MSWMA budget proposed by the City and approved by the Commission shall include compensation to the City for the services provided under Section 2 of this Agreement.

Within thirty (30) days after the end of each quarter of the Fiscal Year, MSWMA will remit twenty-five (25%) percent of the annual budgeted Compensation to the City and any additional amount needed if the budgeted amount is amended.

B. Payment for Other Services: Unless a different rate is stipulated at the time Other Services are requested by the MSWMA, the City will charge MSWMA for staff services according to the City’s Charge Out Rate Schedule which is updated annually, or at the same rate that it pays for such services to outside third parties. The City will bill for these services on a quarterly basis and payment for the services provided in that quarter is due no later than thirty (30) days after presentation of the invoice to MSWMA. The City will also be eligible for any dedicated administration reimbursements from awarded grants that are allowable expenses in the administration of activity delivery for the corresponding grant.

5. TERM. This Agreement shall commence on the Effective Date and remain in effect until terminated by either the Commission or the City. Termination shall occur not sooner than ninety (90) days after either Party gives written notice of termination. A different termination date may be established by agreement of the Parties. Upon termination of the Agreement by either Party, the City shall cooperate in the transition to another means of performing the services provided by

7 City under this Agreement. Upon the termination of this Agreement the City shall have no authority, responsibility or liability for MSWMA’s continued operations.

6. NOTICES. Whenever notice or other communication is permitted or required by this agreement, it shall be deemed given when personally delivered or when received, if delivered by overnight courier or email, if receipt is acknowledged in writing, or 48 hours after it is deposited in the United States mail with proper firstclass postage affixed thereto and addressed as follows:

To City: City of Ukiah
Attention: Sage Sangiacomo, City Manager
300 Seminary Ave.

Ukiah, CA 95482
Email:

Attention: City Manager
To MSWMA: Mendocino Solid Waste Management Authority
Attention: Chairperson of the Board
3200 Taylor Dr, Ukiah, CA
Ukiah, CA 95482
Email:

Attention: Commission Chair
A Party may change the address and email address to which notices shall be sent by giving notice of the change as provided herein.

7. SEVERABILITY. Should any part, term, portion, or provision of this Agreement or the application thereof of any person or circumstances, be in conflict with any State or Federal law, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms, portions or provisions, or the application thereof to other persons or circumstances, shall be deemed severable and shall not be affected thereby, provided such remaining portions or provisions can be construed in substance to continue to constitute the Agreement that the parties intended to enter into in the first instance.

8. HOLD HARMLESS AND INDEMNITY. MSWMA agrees to defend, indemnify, and save the City harmless from and against any and all claims, liability, damages or costs arising out of the decisions or directives of the Commission. The City agrees to indemnify and defend MSWMA from and against

8 any claims, liability, damages or costs caused by the grossly negligent acts, errors, omissions or willful misconduct of its officers or employees in performing pursuant to this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by the City’s officers, employees, or agents.

Each Party hereby agrees to defend itself from any claim, action or proceeding by third parties arising out of the acts or omissions of its officers or employees. In such cases, each Party agrees to retain its own legal counsel, bear its own defense costs, and waive its right to seek reimbursement of such costs.

Notwithstanding the above, where a trial verdict or arbitration award allocates or determines the comparative fault of the Parties, the Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with said comparative fault.

As required by Section 9 herein, the Parties are responsible to provide workers compensation insurance for injuries sustained in the normal course and scope of their respective employees’ performance of services. The Parties waive any right of subrogation against each other for any and all losses sustained by the Parties, subject to such workers compensation coverage.

For purposes of this section, the terms “employee” or “employees” shall refer to and include employees, officers, agents, representatives, subcontractors or volunteers.

Notwithstanding the foregoing, no employee, officer, agent, representative, subcontractor or volunteer of any Party shall be considered an “employee” of the other Party for purposes of indemnification.

9. INSURANCE Each Party shall be responsible for maintaining a program of insurance that shall cover each Party’s indemnification obligations. Without in any way affecting the indemnity herein provided and in addition thereto, each Party shall secure and maintain throughout the Agreement the following types of insurance, including coverage through a pooled risk joint powers agency with limits as shown.

A. Workers’ Compensation:

If the Party has employees, a program of Workers’ Compensation Insurance or a state-approved self-insurance program in an amount and form to meet all

9 applicable requirements of the Labor Code of the State of California, including Employer’s Liability with $250,000 limits covering all persons providing services on behalf of each Party and all risks to such persons under this Agreement.

B. Comprehensive General and Automobile Liability Insurance:

This coverage is to include contractual coverage and automobile liability coverage for owned, hired, and non-owned vehicles. The policy or self-insurance shall have combined single limits for bodily injury and property damage of not less than two million dollars ($2,000,000.00).

C. Additional Named Insured:

All policies, and/or memoranda of coverage, except Workers’ Compensation, shall contain additional endorsements naming each Party and its officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of each Party’s performance hereunder.

D. Policies Primary and non-Contributory:

All policies required above are to be the primary and non-contributory with any insurance or self-insurance carried or administered by each Party.

10. INDEPENDENT CONTRACTOR.

It is the express intention of the Parties that City is an independent contractor and not an employee, joint venturer, or partner of MSWMA for any purpose whatsoever. MSWMA shall have no right to and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by City under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed.

Those provisions of this Agreement that reserve ultimate authority in MSWMA have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between City and MSWMA.

City shall pay all estimated and actual federal and state taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for its

10 employees. City agrees to indemnify and hold MSWMA and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by City, including the legal costs associated with defending against any audit, claim, demand or lawsuit.

11. MEDIATION. Should any dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within 30 days of a request, unless they mutually agree to a longer period. The mediator shall be agreed to by the Parties; in the absence of an agreement, the Parties shall each submit one name from mediators listed by an agreed-upon service or the Parties themselves. The mediator shall be selected by a mutually agreed random selection process. The cost of mediation shall be borne equally by the Parties. No Party shall be deemed the prevailing party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good-faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall not last more than 60 days, unless the 60-day period is extended in writing by the Parties. If a dispute is not resolved by mediation, a Party may pursue litigation in California state courts in compliance with all applicable state laws.

12. ASSIGNMENT/DELEGATION. Neither party hereto shall assign, sublet, or transfer any interest in this Agreement or any duty hereunder without written consent of the other, and no assignment shall be of any force or effect whatsoever unless and until the other party shall have so consented.

13. NO THIRD-PARTY BENEFICIARIES. This Agreement is only for the benefit of the Parties as local governmental entities and shall not be construed as or deemed to operate as an agreement for the benefit of any third party or parties, and no third party or parties shall have any standing or right to interpret, enforce or state any cause of action arising under or pertaining to this Agreement, or obtain any right to benefits or position of any kind under the terms of this Agreement.

14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15. ENTIRE AGREEMENT. This document is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. This Agreement may be transmitted electronically and executed in

11 counterparts, each such executed electronic copy of which shall constitute an original admissible for any purpose and in any judicial or administrative proceeding as evidence of the agreement between the Parities. .

16. AMENDMENTS. This Agreement may be amended from time to time only by written agreement between the parties signed by an authorized representative of each party. Either party may at any time request that the service or other provisions in this Agreement be modified by delivering written notice of its requested modifications to the other party. Within thirty (30) days after receipt of any such request, the parties shall meet and negotiate in good faith on adopting such requested modifications, including, without limitation, any change to the Rates necessitated by such modifications, provided that nothing herein shall obligate either party to agree on any such requested modifications.

17. WAIVER. Failure of any Party to insist upon strict performance of any of the terms, conditions or covenants in this Agreement will not be deemed a waiver of any right or remedy that Party may have and will not be deemed a waiver of any right or remedy for a subsequent breach or default of the terms, conditions or covenants contained in this Agreement, nor will it constitute a precedent for interpretation of this Agreement.

18. SEVERABILITY. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder to this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
By: ______________________________________________
Chairperson, Board of Commissioners

CITY OF UKIAH
____________________________________
Mari Rodin, Mayor

12 ATTEST:
___________________________________
Kristine Lawler, City Clerk

Agenda Item No: 14.a.

MEETING DATE/TIME: 4/5/2023
ITEM NO: 2023-2520

AGENDA SUMMARY REPORT
SUBJECT: Consideration of Purchase of Real Property Near Doolan Canyon Drive (APN 003-260-01-00 and 003-500-14-00) from Eric Douglas Crane and the Francine Crane Selim Separate Property Trust in the Amount of $402,400; and Authorization of the City Manager to Negotiate and Execute the Corresponding Lease Agreement with Option to Purchase; and Approval for Associated Closing Costs.

DEPARTMENT: City Manager /
Admin PREPARED BY: Maya Simerson, Project & Grant Administrator PRESENTER: Maya Simerson, Project and Grant Manager.

ATTACHMENTS:

1. Aerial Views

2. DoolanCanyonDrParcelsAppraisal 2022

3. Lease Agreement with Option to Purchase with Exh A 3 29 23 DRAFT Summary: Staff is seeking Council approval to enter into a Lease Agreement with Option to Purchase from Eric Douglas Crane and the Francine Crane Selim Separate Property Trust for two parcels on Doolan Canyon Drive.

Background: Consistent with the City Council's Strategic Plan, the 2040 General Plan, and the Climate Initiatives adopted with Resolution 2022-44, the City of Ukiah has been proactively working towards protecting open space in the western hills and working with willing property owners interested in donating or selling property that can be preserved as open space. Staff reached out to the Crane family regarding two parcels of property off Doolan Canyon Drive. This property was identified because of its location in the western hills and also due to its beneficial location and elevation for potential water utility infrastructure improvements. A Google Earth aerial view of the area is included as Attachment #1 for reference. The property has two points of access, one from Doolan Canyon Drive and one from Helen Avenue. Both access points are on city streets and have no restrictions for use.

The identified property has been in the Crane family for over thirty years. However, the current property owners, Eric Douglas Crane and the Francine Crane Selim Separate Property Trust, are willing to sell to the City of Ukiah and the City appreciates the vision the family has towards protecting the open space and preserving it for future generations. Both owners have agreed to the terms and conditions in the Lease Agreement with Option to Purchase, a draft of the agreement can be found as Attachment #2. The parcel map and legal description are also included in this attachment.

To establish a fair market value, the property was appraised by Dana Burwell in September of 2022. The full appraisal document can be reviewed in Attachment #3. The appraised value is $445,000.00.

Discussion: Under the direction of Council, Staff has negotiated terms and conditions for the Lease Agreement with Option to Purchase. Because of the vision of the Crane family and their desire to see the property preserved as open space, they have agreed to a sale amount of $400,000 for both parcels encompassing approximately 14.6 acres. The term of the lease, which shall consist of the period commencing on the effective date and ending thirty-six months thereafter, or until an earlier termination if either party requests an earlier sale as allowed in the lease, would take into effect after Council authorization. This lease-to-purchase option is beneficial for both parties as it allows the City to demonstrate site control for any potential grant applications or site studies, and it allows the owners time to execute a 1031

Exchange if needed.

The agreement is drafted to state that, in compliance with the California Environmental Quality Act (“CEQA”), the City will arrange for the preparation and certification of the appropriate environmental review documents required by CEQA. If the agreement is approved by Council, Staff will immediately begin this work.

An acquisition of these parcels would support potential water resource infrastructure development and help the City accomplish multiple Climate Initiatives adopted as part of Resolution 2022-44. Furthermore, these parcels support the City of Ukiah’s General Plan land use element by protecting open space and open space access (General Plan 2040), and the Council's Strategic Plan priority of "Enhance our Neighborhoods" through acquisition and preservation of open space.

Staff recommends that Council approve the City Manager to negotiate and execute the Lease Agreement with Option to Purchase from Eric Douglas Crane and the Francine Crane Selim Separate Property Trust and approve all necessary closing costs estimated to be approximately $2,400, for a total cost of $402,400.

Recommended Action: Approve purchase of real property near Doolan Canyon Drive (APN 003-260-01-00 and 003-500-14-00) from Eric Douglas Crane and the Francine Crane Selim Separate Property Trust in the amount of $402,400 (including closing costs); and authorize the City Manager to negotiate and execute the corresponding Lease Agreement with Option to Purchase.

BUDGET AMENDMENT REQUIRED: Yes
CURRENT BUDGET AMOUNT: $0
PROPOSED BUDGET AMOUNT: 25122290.19010.39015 encumber expenditure of $402,400 FINANCING SOURCE: 10000000.95251
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Eric Crane, Owner and Representative for Francine Crane Selim, David Rapport, City Attorney & Sage Sangiacomo, City Manager
DIVERSITY-EQUITY INITIATIVES (DEI): N/A
CLIMATE INITIATIVES (CI): 4b – Maintain wild lands. 5b – Protect against sprawl through completion of annexations. 10a – Protect from dangerous emission by preventing fires. 7a – Expand sustainable water practices.

Attachment #1
Doolan Canyon Drive Property Acquisition Aerial Views
(1) 003-260-01-00 and (2) 003-500-14-00

APPRAISAL REPORT

UKIAH PARCELS
APN 003-260-01 & 003-500-14
Prepared for:

Maya Simerson
City of Ukiah
As of:

September 20, 2022
By:

Dana W. Burwell, MAI, ASA
P.O. Box 115
Healdsburg, CA 95448

Dana W. Burwell, MAI, ASA
Real Estate Valuation - Consultation
Post Office Box 115, Healdsburg, CA 95448
Tel: 707-433-7490 - Fax: 707-461-6323
email: [email protected]
October 7, 2022
Ms. Maya Simerson
Project Administrator
City of Ukiah
300 Seminary Avenue
Ukiah, California 95482
Dear Ms. Simerson:

Subsequent to your request and authorization, I have completed a restricted appraisal report to estimate the Market Value of the Fee Simple Interest in the two vacant residential parcels located near Helen Avenue within the western boundary of the City of Ukiah. The function of the appraisal is to estimate the market value of the property for acquisition planning purposes.

In order to appraise this property, I have completed an inspection of the subject property and observed trends of land uses in the area. In addition, I researched comparable vacant rural land sales in the area.

Based upon my analysis of the available information, the Market Value of the Fee Simple Interest in both subject parcels, as of September 20, 2022, is:

FOUR HUNDRED FORTY-FIVE THOUSAND DOLLARS
($445,000)
The valuation stated herein is subject to the conditions and assumptions stated on the following pages. In addition, the report has been made in conformity with the Uniform Standards of Professional Appraisal Practice and is subject to the requirements of the Code of Ethics, the Standards of Professional Conduct of the Appraisal Institute.

Respectfully submitted,
Dana W. Burwell
Certified General Real Estate Appraiser
AG003696

EXECUTIVE SUMMARY
PROPERTY IDENTIFICATION: Vacant parcels
Near Helen Avenue
City of Ukiah, Mendocino County,
California
APN 003-260-01 & 003- 500-14
PROPERTY TYPE: Undeveloped residential land
located within the city limits. City
services is available to each
parcel at Helen Avenue.

SITE AREA & DESCRIPTION: The parcels contain 4.82 acres and 8.84 acres and abut each
other. The property represents
rolling hillsides that are steep and
lack any pad area. Any
development would require
extensive site development costs
due to their raw condition. The
parcels are within the Ukiah city
limits to the east and are
accessed from two separate city
streets.

OWNERSHIP: Selim et al
INTEREST APPRAISED: Fee Simple Interest
ZONING: R-1, Residential.

SALES COMPARISON APPROACH: $235,000 for APN 14
$210,000 for APN 01
DATE OF INSPECTION: September 20, 2022

CERTIFICATE
I certify that, to the best of my knowledge and belief:
− The statements of fact contained in this report are true and correct. − The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions.
− I have no present or prospective interest in the property that is the subject of the work under review and no personal interest with respect to the parties involved. − I have performed no other services, as an appraiser or in any other capacity, regarding the property that is the subject of the work under review within the three-year period immediately preceding acceptance of this assignment.
− I have no bias with respect to the property that is the subject of the work under review or to the parties involved with this assignment.
− My engagement in this assignment was not contingent upon developing or reporting predetermined results.
− My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in this review or from its use.
− My compensation for completing this assignment is not contingent upon the development or reporting of predetermined assignment results or assignment results that favors the cause of the client, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal review.
− My analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. − I have made a personal inspection of the subject property. − No one provided significant appraisal, appraisal review, or appraisal consulting assistance to the person signing this certification.
− The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute.
− The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

Dana W. Burwell
Certified General Appraiser
AG 003695

- 1 -

REPORT SUMMARY
Identification of Subject Property
The subject property represents two vacant parcels located on the western boundary of the City of Ukiah. The vacant lots contain 4.82 acres and 8.84 acres and are accessed from two city streets that abut the eastern side of the property and connect to central Ukiah. The parcels have access to city services located on Helen Avenue that would have to be extended to each parcel. The parcels represent very steep sloping parcels that are in a raw condition and do not have any developed pad areas. Development of the parcels would require extensive site work.

History of Subject Property
The property has been owned by the Selim family for at least the past 30 years. The appraiser is not aware of any listings or pending sales of the property within the past three years.

Marketing / Exposure Times
Marketing times for the comparable sales surveyed in the Sales Comparison Approach ranged from 1 to 9 months. Discussions with local brokers indicate an expected marketing and exposure time of 9 to 12 months for similar quality properties to the subject within the subject market. I have weighed these factors and concluded it to be reasonable to favor the discussions with brokers, as their opinions reflect the breadth of retail/warehouse market and cyclical aspects of the market. Therefore, I have estimated marketing and exposure time of 9 to 12 months for the subject property.

Purpose and Function of the Appraisal
I have been requested by the City of Ukiah, the prospective buyer of the property, to estimate the Market Value of the Fee Simple Interest in the subject property. The function of the appraisal is to assist in sale negotiations.

Use of the Appraisal Report
The contents and conclusions presented in this report have been prepared for the exclusive use of the City of Ukiah. No other release or duplication is permitted without the written authorization of Dana W. Burwell. Please refer to item 18 of the Assumptions and Standard Limiting Conditions for further clarification.

- 2 -
Inspection of Subject and Date of Valuation
The subject property was inspected by Dana W. Burwell on September 20, 2022, the date of value.

Disclosure of Competency
The appraiser has extensive experience in appraising properties similar to the subject property. Over the past ten years, I have appraised rural land in Mendocino County area. In addition, I have valued similar rural land in Mendocino County, Napa County and Sonoma County area for the past twenty years. The appraiser's qualifications are included in the addenda of this appraisal report.

Market Value "As-Is" On Appraisal Date
The estimated Market Value of a property considers its condition observed upon the date of inspection and as it physically and legally exists subject to a hypothetical condition. The as-is value represents the value of the vacant parcels that require extensive site development costs for any development.

Property Rights Appraised
Fee Simple Interest
The purpose of the appraisal is to estimate the Market Value of the Fee Simple Interest in the subject property as described herein.

The Fee Simple Interest is defined by the Appraisal Institute as absolute ownership unencumbered by any other interest or estate; subject only to the limitations of eminent domain, escheat, police power, and taxation.

- 3 -
Scope of Appraisal
The scope of the appraisal assignment required investigating sufficient data relative to the subject property to derive an opinion of value. The depth of analysis was based on the significance of the appraisal problem. This appraisal assignment is an Appraisal Assignment as defined in the Uniform Standards of Professional Appraisal Practice.

The appraisal assignment required the following steps:
• An inspection of the property and its neighborhood was conducted to determine the physical features and conditions of the subject in addition to its environment and surrounding influences.
• The appraiser also researched municipal records to ascertain current and historical assessment information and ownership data regarding the subject property.
• The subject property's current physical and legal conditions were researched in addition to its background and history.
• The market area was examined to determine existing and proposed inventory, demand and marketability of comparable properties.
• The highest and best use of the property was determined based on the factors of physical possibility, legal permissibility, financial feasibility and maximum productivity.
• Comparable vacant residential parcel sales were researched and the sales were verified with principles or brokers in the transaction. • Based on a review and analysis of the market data, the market value of the subject property was estimated by the Sales Comparison to Value. • The final value conclusion was derived. The value conclusion is subject to certain assumptions and limiting conditions.

- 4 -
Definition of Market Value (The Appraisal of Real Estate, 13th edition) For the purpose of this appraisal, Market Value will be defined as follows:

The most probable price a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently, knowledgeably, and assuming the price is not affected by undue stimulus.

Implicit in this definition is the consummation of a sale as of the specified date and the passing of title from seller to buyer under conditions whereby:
• Buyer and seller are typically motivated.
• Both parties are well informed or well advised, and each acting in what they consider their own best interest.
• A reasonable time is allowed for exposure in the open market. • Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto.
• The price represents a normal consideration for the property sold unaffected by special financing or creative financing or sales concessions granted by anyone associated with the sale.

- 5 -
General Assumptions and Standard Limiting Conditions
This appraisal is subject to the following limiting conditions.

1. The legal description and area dimensions furnished the appraiser is assumed to be correct. No survey of the boundaries of the property was completed.

2. I assume no responsibility for matters legal in character, nor do I render any opinion as to title, which is assumed to be marketable. All existing liens, encumbrances, and assessments have been disregarded, except where noted, and the property is appraised as though free and clear, under responsible ownership and competent management.

3. Unless otherwise noted herein, it is assumed that there are no encroachments, zoning, or restrictive violations existing in the subject property.

4. No opinion is intended to be expressed on matters which require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers.

5. The exhibits in this report are included to assist the reader in visualizing the property. I have made no survey of the property and assume no responsibility in connection with such matters.

6. The distribution or allocation, if any, of the total valuation of this report between land and improvements applies only under the existing program of utilization.

The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. Any value estimates provided in the report apply to the entire property, and any proration or division of the total into fractional interests will invalidate the value estimate, unless such proration or division of interests has been set forth in the report.

7. The statements of value and all conclusions shall apply as of the date shown herein.

8. I assume no responsibility for economic or physical factors which may affect the opinions herein stated, which may be present or occur at some date after the date of value.

9. I have inspected, as far as possible, by observation, the land; however, it was impossible to personally inspect conditions beneath the soil; therefore, no representations are made as to these matters unless specifically considered in the appraisal. Further, no opinion is expressed as to the value of sub-surface oil, gas, or mineral rights, or whether the property is subject to surface entry for the exploration or removal of such materials, except as is expressly stated.

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10.This appraisal is predicated on the assumption that the existence of hazardous material, which may or may not be present on or near the property, was not observed by the appraiser, unless otherwise stated. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of asbestos or other potentially hazardous materials may affect the value of the property. The value estimate herein is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such condition, or for any expertise or knowledge required to discover them.

11.No engineering survey has been made by us. Except as specifically stated, data relative to size and area were taken from sources considered reliable.

Furthermore, no warranty is implied with regard to physical or structural or operational deficiencies which are not disclosed to the appraiser and noted herein.

12.The appraiser assumes no responsibility for determining if the property requires environmental approval by the appropriate governing agencies, nor if it is in violation thereof, unless otherwise noted herein. The appraiser assumes that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless noncompliance is stated, defined and considered in the appraisal report. The appraiser assumes that all required licenses, certificates of occupancy, consents or other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based.

13.Information, estimates, and opinions contained in this report are obtained from sources considered reliable and where feasible, has been verified. However, no liability can be assumed for information supplied by others.

14.I reserve the right to make such adjustments to the valuation herein reported, as may be required by the consideration of additional data or more reliable data that may become available.

15.All projections of income and expenses in this report are estimates of current market expectations, not predictions of the future. No warranty or representation is made that these projections will materialize. Where Discounted Cash Flow Analyses have been undertaken, the discount rates utilized to bring forecast future revenues back to estimates of present value, reflect both our market investigations of yield anticipations and our judgement as to the risks and uncertainties in the subject property and the consequential rates of return required to attract an investor under such risk conditions.

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16.The appraiser may not be required to give testimony or to appear in court or any governmental or other hearing by reason of this appraisal, unless prior arrangements have been made.

17.The appraiser has no present or contemplated future interest in the property which is not specifically disclosed in this report.

18.This report shall be used for its intended purpose only and by the parties to whom it is addressed as of the current date of valuation. Possession of this report does not carry with it the right of publication, or duplication. The signer of this report is subject to the Appraisal Institute Bylaws and Regulations. The Institute requires each member or candidate to control the use and distribution of each appraisal signed by such member or candidate. Therefore, except as hereinafter provided, the party for whom this appraisal was prepared may distribute copies of this report, in its entirety, to such third parties as may be selected by the party for whom this report was prepared; however, selected portions of this appraisal shall not be given to third parties without the prior written consent of the signatories of this report. Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations, news, sales, or other media without the written consent or approval of the author. This applies particularly to value conclusions, the identity of the appraiser or firm with which is connected, and any reference to the Appraisal Institute.

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REGIONAL AND NEIGHBORHOOD DESCRIPTION
Mendocino County Overview
Located northwest of San Francisco
Bay, its western boundary is comprised
approximately 120 miles of Pacific
Ocean coastline with its interior borders
shared with Humboldt, Trinity, Tehema,
Glenn, Lake, and Sonoma Counties.

The County of Mendocino is
geographically area of over 2 million
acres or approximately 3500 square
miles (blue outlined area in map).

Mendocino County is primarily rural
with many small unincorporated
communities. The major roads leading
through the County are U.S. Highway
101 which runs north/ south through the
interior from Sonoma County to
Humboldt County; California State
Highway 1 which runs north and south
along the Pacific coastline; California
State Highway 128 which runs
northwesterly from U.S. Highway 101 at
Cloverdale to the mouth of the Navarro
River and south of Albion at the Pacific
Coast where it intersects with California State Highway 1; and California State Highway 20 which runs east/ west through Willits at the east end, Jackson State Forest and ends just south of Fort Bragg at California State Highway 1.

An area of the Mendocino National Forest is within the Counties northeastern boundary.

The King Ridge National Conservation Area and the Sinkyone Wilderness State Park have been preserved in the northwest region of the County. MacKerricher State Park, Russian Gulch State Park, Van Damme State Park and Manchester State Beach are located along the coast. Hendy Woods State Park and Mailliard Redwoods State Preserve are located along California State Highway 128. Reynolds State Wayside Campground, Smithe Redwoods State Preserve, and the Standish-Hickey State Recreation Area, are located along U.S. Highway 101. The Round Valley Indian Reservation and several smaller Rancherias are located within the County.

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Access to the different regions of the County can be made by air from the Little River Airport providing air travel services to the coast region for small planes; the Round Valley Airport serves northern interior destinations; and Ellis Field at Willits Municipal Airport is used for interior southern regional access.

There are four incorporated cities in the County. They are the cities of Ukiah, Fort Bragg, Willits and Point Arena. The city of Ukiah is the County seat.

Historical
Mendocino County was one of California’s original 27 counties created in 1850 by the State Legislature. Because of its small population Mendocino County was administered by the government of Sonoma County until 1859 when the government was established in a small building on Main Street in Ukiah. County officials moved into the first courthouse at the site bounded by Standley, Perkins, State and Schools streets on January 24, 1860.

Mendocino County derives its name from Cape Mendocino which lies northward of its northern boundary. Cape Mendocino was given its name by a famous Spanish navigator of the 16th century, Juan Rodriquez Cabrillo. Cabrillo discovered it in 1542 while on a voyage of discovery along the Pacific Coast and named it in honor of Don Antonio de Mendoza” the first Viceroy of New Spain (Mexico), and the patron of the voyageur. The first permanent Spanish settlers came to the area in the middle 16th century. It was almost 300 years before the first permanent non-Spanish settlements in the County were made on the coast north of Big River in April of 1852.

Tourism is the primary industry on the Mendocino coast. State Highway 1 along the Pacific coastline and U.S. Highway 101 which runs through the central County, are important transportation routes. Smaller country roads connect Mendocino’s five distinct regions: Anderson Valley to the south, South Mendocino coast, North Mendocino coast, Northern Mendocino County and the Russian River Valley to the east.

Topography
Mendocino County contains 2,246,000 acres or 3,510 square miles within its rugged boundaries. It is naturally bounded on the west by the Pacific Ocean and on the east mainly by the mountainous divide between the North Coastal Basin and the Sacramento River Basin, with the width varying from 35 to 60 miles. The County extends approximately 80 miles north to south (Point No Pass to Gualala River, or Hammerhorn Ridge to the Geysers). Within 20 miles of the ocean, the landscape rises to 3,000 feet in a series of ridges paralleling the coast and irregularly alternating with narrow valleys.

These features reflect the geologic structures of the region, such as the San Andreas Fault in the southwest corner near Point Arena and the Maacama Fault extending from Sanel Valley to Long Valley. The alluvial valleys are at 1000 to 1500 feet elevation in the central part of the county, and drop to 500 feet at the points where the Eel and Russian Rivers leave the county. Maximum elevations are found in the mountainous

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northeastern part of the County, where Anthony Peak reaches to almost 7,000 feet.

Population
The population in Mendocino County is reported at 86,265 according to the U.S.

Census 2000 with a projected population increase to 88,358 in year 2003, indicating a population change of approximately 2.4% annually.

The County’s population has doubled between 1950 and 2000 with the most dramatic increase occurring during the 1970’s. During that decade the population grew by 30% or at an annual growth rate of 3.06% per year. Current growth rates are around 2% annually.

The economic base of the county is diversified to include agriculture, wineries, lumber and related wood product industries, insurance and financial services, government, and light manufacturing.

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SITE DESCRIPTION
Surrounding Environs
The subject property consists of two vacant parcels that abut each other and are located within the western boundary of the City of Ukiah, within the city limits.

The subject parcels can be served by public utility services that could be extended from Helen Avenue. Pacific Gas & Electric provides gas and electricity and AT&T provides telephone services that would have to be extended to each parcel. The city provides police protection and fire protection.

Physical Characteristics
The subject parcels are described as follows:

APN 003-260-01 contains 4.82 acres and is access from Doolan Canyon Road, which connects to Helen Avenue. The parcel is heavily forested and very steep and does not have any improved interior roads, other than a rough jeep trail. The property also does not have any level pad areas.

APN 003-500-014 contains 8.84 acres and is a flag lot with direct access to Helen Avenue. The parcel is heavily forested and very steep and also does not have improved interior roads, other than a rough jeep trail. The property also does not have any level pad areas.

Special Hazards
Flood: The subject parcels are located within an area designated Zone X, outside the 100-year flood plain area.

Soils: The appraiser was not provided a soils report on the subject site. I did not note any hazardous materials or substances on the subject site. The appraiser is not qualified to detect the presence of hazardous materials that may affect the value of the property. The client is urged to retain an expert in this field, if desired.

Earthquake: The Bay Area in general is the site of several active faults. This condition is shared by all properties in the area and does not therefore affect the marketability the subject relative to other properties in the area. The site is not located in an Alquist-Priolo special study zone.

Zoning and Use
The parcels are zoned R-1, Residential and are under the jurisdiction of the City of Ukiah.

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Conclusion
The property represents two vacant parcels that would require extensive site development costs for any development. The parcels are very steep and do not have any level pad areas. City services can be extended to each parcel.

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PARCEL MAP
APN 14
APN 01

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HIGHEST AND BEST USE
Definition
According to the Third Edition of The Dictionary of Real Estate Appraisal, a publication of the Appraisal Institute the Highest and Best Use is defined as follows.

That reasonable and probable use that supports the highest present value, as defined, as of the effective date of the appraisal. Alternatively, that use, from among reasonably probable and legal alternative uses, found to be physically possible, appropriately supported, financially feasible, and which results in the highest land value.

The definition differs somewhat for improved property and vacant property; however, four criteria must in effect be met for both. The highest and best use must (1) be physically possible, (2) be legally permitted, (3) be feasible, and (4) produce the highest return or value.

Implied in this definition is recognition of the contribution of a specific use of the community environment or to the community's development goals, in addition to wealth maximization of individual property owners.

The highest and best use is that use which is most likely to produce the greatest return over a given period of time. Only those uses which are natural, probable, and legally permissible may be properly considered tenable. Thus, it may be defined as the available use and program of future utilization which produces the highest present value to the land.

Even when improvements are existing upon a site, it is possible that the current use does not represent the highest and best use. An estimate of highest and best use requires two separate analyses: the highest and best use of the property as improved, and the highest and best use of the property as if vacant. The purpose of the separate analyses is to ensure consistency of uses between the subject land and land sales used to value the subject site, as well as to determine if the existing improvements have contributory value which warrants their continuance.

Since the subject property is currently unimproved, it is necessary to consider only the highest and best use of the site as if vacant. I have analyzed the highest and best use for the property within the following parameters:

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Highest and Best Use As If Vacant
Physically Possible
The physical characteristics of the site appear to be adequate in terms of shape, size, available utilities, area traffic and circulation patterns, transportation facilities and consumer services. The parcels represents vacant residential parcels that have access to city service. However, site development costs are expected to be substantial due to their steep terrain.

Legally Permissible
The highest and best use of vacant land is typically that use (or uses) permitted by the existing zoning ordinance. One exception is when a zone change or use variance can likely be obtained. The subject parcels are currently zoned for residential development with city services.

Economically Feasible
Demand for vacant residential parcels is modestly strong. The area is desirable for residential development due to its close proximity to Ukiah and city services.

Maximally Productive - Land As If Vacant
The subject property can be developed with residential uses. However, the high site development costs will impact the retail value of the parcels.

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VALUATION METHODOLOGY
There are three major approaches to the valuation of real property--the Cost Approach, the Sales Comparison Approach, and the Income Approach. The type and age of a property and the quantity and quality of data that can be obtained affect the utility of each approach for any given appraisal task.

The Cost Approach to Value utilizes a method in which the value of the property is derived by estimating the reproduction or replacement costs new of the improvements, deducting therefrom depreciation due to all causes attributable to the improvements, and then adding the Market Value of the land. This method is based on the theory of substitution which implies that a knowledgeable buyer will pay no more for the real property than the cost of producing a comparable property of similar utility.

The Sales Comparison Approach is a method of comparing recent sales of similar properties to the subject property. This approach is based on the principle that the prudent investor would pay no more for a property than the cost of acquiring a satisfactory alternative property that possesses physical, economic and financial comparability. The value of a particular property tends to coincide to the value indicated by the actions of informed buyers and sellers in the marketplace for similar properties.

The Income Approach to Value is based upon the economic principle that the value of an income producing property is the present worth of anticipated future benefits; which are comprised of the annual income stream (cash flow or net income) and the reversion benefits (resale value). The net operating income is estimated by deducting from the gross annual income and appropriate allowance for vacancy and operating expenses.

The net income can be converted into a present value estimate using a capitalization process. There are various methods of capitalization that are based upon inherent assumptions concerning the pattern of the income stream, as well as the quantity, quality and durability of the income stream.

In the case of the subject valuation analysis, I have utilized the Sales Comparison Approach to value the residential parcels. This is the most appropriate method for valuing residential land.

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SALES COMPARISON APPROACH
Methodology
The Sales Comparison Approach is a method of comparing recent sales of similar properties to the subject property. This approach is based on the principle that the prudent investor would pay no more for a property than the cost of acquiring a satisfactory alternative property that possesses physical, economic and financial comparability. The value of a particular property tends to coincide to the value indicated by the actions of informed buyers and sellers in the marketplace for similar properties.

A number of sales were investigated in order to estimate a value of the subject property.

Those sales considered to provide the most meaningful comparison are listed on the following table and a discussion and analysis of these sales follows with the conclusion of value estimate for the subject property. In comparing the sales of subject property, adjustments are typically made for a date of sale, physical and economic characteristics, and terms of sale or financing.

Application
I have researched sales of similar residential parcels in the greater Ukiah area comparable to the subject. The following table provides comparable sales most similar to each parcel.

Analysis of Market Data
Property Rights Conveyed
All the sales represent residential parcels with no building improvements. No adjustments have been made for property rights conveyed since all sales represent the fee simple interest.

Financing Terms
Adjustments for financing terms are warranted when a property is purchased subject to non-market financing arrangements. Non-market financing can include seller-carried notes or assumable loans with interest rates below (or above) terms currently achievable. All sales utilized involved the transfer of all-cash, or included notes reported to be at market rates at the time of sale. No adjustments were required for financing.

Condition of Sale
Each of the property transfers included herein were "arms-length" transactions where the sellers and buyers were not under undue duress or atypical motivations.

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Sales Sale
Price Date Acres $/Acre Amenities
Subject Parcels
Helen Avenue $110,000 8.84 $12,443 Offsite utilities
Ukiah Value Flag Lot connected to Helen Ave
APN 003-500-014 No Pad area
Doolan Canyon Road $60,000 4.82 $12,448 Offsite utilities Ukiah Value No Pad area
APN 003-260-01
Residential Parcel Sales
850 Doolan Canyon Rd $260,000 Jul-17 6.19 $42,003 Well, septic, utilities Ukiah Pad area
APN 003-200-21
868 Sanal Drive $210,000 Dec-21 6.00 $35,000 Utilities at street Ukiah Septic
APN 047-481-04 Pad area
1760 Deerwood Drive $215,000 Jun-21 1.66 $129,518 Mututal water, septic Ukiah Utilities and Pad
APN 178-160-35
3085 Deerwood Drive $355,000 May-19 8.34 $42,566 Water hook-ups, septic Ukiah Utilities and Pad
APN 178-090-05

COMPARABLE VACANT PARCEL SALES
Date of Sale
The sale dates range from 2017 to 2021, or up to five years prior to the date of value.

The market for rural residential properties in the Ukiah area appears stable over the past five years. The recent sales reflect current market conditions.

Physical Characteristics
Adjustments for physical characteristics are necessary when these differences are reflected in the prices paid for comparable properties. Physical differences of significance include utilities, access road, onsite services, view amenities, etc.

Adjustments are subjective and reflect the unique characteristics of each sale.

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The most significant difference between the comparable sales and the subject parcels is the raw condition of the subject parcels. I have estimated that site development costs for both parcels combined would be $25,000 based on discussions with local developers. This would include extending utilities to each parcel from Helen Avenue, excavating a single road connecting to both parcels and pad area on each parcel and some tree removal.

Concluded Parcel Values
The best indication of value for each parcel are the more recent sales of vacant parcels at $210,000 to $260,000 per parcel. However, each of these sales represent fully finished parcels that do not require extensive site work. Thus, I have concluded with a value of $210,000 for APN 01 and $260,000 for APN 14. I have subtracted the estimated site development costs of $25,000 from the total value.

Concluded Retail Value of Property
The conclude retail value of APN 01 is $210,000. The conclude retail value of APN 14 is $260,000 less $25,000 in site development costs, or $235,000.

The concluded retail value of the property by the Sales Comparison Approach is as follows:

FOUR HUNDRED FORTY-FIVE THOUSAND DOLLARS
($445,000)

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APPENDIX

Redwood Empire Title Company of
Mendocino County
405 S. Orchard Avenue, P. O. Box 238
Ukiah, CA 95482
Phone: (707)462-8666  Fax: (707)462-5010
Preliminary Report Page 1 20220863DN
Our No.: 20220863DN
Your No.:

Seller: Eric Crane and Francine Selim
Buyer: City of Ukiah
When replying Please Contact:

ESCROW OFFICER: Debbie Niesen
[email protected]

PRELIMINARY REPORT
Property Address: APN--003-260-01-00 - uninmproved, Ukiah, CA 95482 In response to the above referenced application for a policy of title insurance, Redwood Empire Title Company of Mendocino County hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

Dated as of April 20, 2022 at 07:30 AM.

Steve Burlesci
Chief Title Officer
[email protected]
The form of policy of title insurance contemplated by this report is:

CLTA Standard 1990 Owners Policy
Underwritten by Old Republic National Title Insurance Company

Preliminary Report Page 2 20220863DN

SCHEDULE A

1. The estate or interest in the land hereinafter described or referred to covered by this Report is:
a Fee

2. Title to said estate or interest at the date hereof is vested in:

Eric Douglas Crane, an unmarried man, as to an undivided 1/2 interest and Francine Crane Selim, Trustee of the Francine Crane Selim Separate Property Trust dated October 24, 2005, as to an undivided 1/2 interest

3. The land referred to in this report is situated in the State of California, County of Mendocino and is described as follows:

BEGINNING at a post marked A.L.R.E.D. on the Westerly line of lot 77, Yokayo Rancho, 22.90 chains North 0° 30' West from the Southwest corner of Lot 27 of George Luce's Subdivision of said Lot 77; thence North 88° 00' East, 1034.68 feet, more or less, to the West line of Helen Avenue; thence South 4° 50' East along the West line of Helen Avenue 372.22 feet to the centerline of a road from Helen Avenue toward Doolan Canyon; thence, along the center of said road, South 86° 52' West, 252.84 feet; thence South 44° 51' West, 54.22 feet; thence South 16° 04' West, 140.28 feet; thence South 38° 52' West, 224.49 feet; thence South 73° 52' West, 189.48 feet; thence South 68° 31' West, 153.60 feet; thence South 63° 02' West 140.51 feet; thence South 75° 16' West 141.54 feet to the intersection of said centerline of said road with said Westerly line of said lot 77, thence, along said Westerly line North 0° 30' West, 905.32 feet, more or less, to the point of beginning.

EXCEPTING THEREFROM THE FOLLOWING:
1st:That portion conveyed by Mae Bell Stem to J. H. Penner, et ux, by deed dated March 16, 1946, recorded March 18, 1946 in Volume 194 of Official Records, Page 472, Mendocino County Records. 2nd:That portion conveyed by Mae Bell Gillespie formerly Mae Bell Stem to E. A. Dunsing, et ux, by deed dated November 2, 1949, recorded November 16, 1949 in Volume 258 of Official Records, page 299, Mendocino County Records.

APN: 003-260-01 and 003-500-14

Preliminary Report Page 3 20220863DN

SCHEDULE B
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the said policy form would be as follows:

1. Taxes and assessments, general and special, for the fiscal year 2022 - 2023, a lien not yet due or ascertainable.

2. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq. of the Revenue and Taxation Code of the State of California.

3. Rights of the public, County and/or City, in and to that portion of said land lying within the lines of any public road or highway.

4. Easement(s) for the purposes stated herein and incidental purposes as provided in the document(s):

Recorded: November 26, 1904 in Book 96, Page 526 of Deeds For: roadway

5. Easement(s) for the purposes stated herein and incidental purposes as provided in the following instrument(s):

Recorded: April 19, 1928 in Book 29, Page 165 of Official Records In Favor of: California Telephone and Light Company, a corporation For: ingress, egress and public utilities

6. Easement(s) for the purposes stated herein and incidental purposes as provided in the following instrument(s):

Recorded: June 5, 1931 in Book 62, Page 300 of Official Records In Favor of: Pacific Gas and Electric Company, a California corporation For: ingress, egress and public utilities

7. Easement(s) for the purposes stated herein and incidental purposes as provided in the document(s):

Recorded: May 3, 1979 in Book 1204, Page 712 of Official Records For: ingress and egress

8. Easement(s) for the purposes stated herein and incidental purposes as provided in the following instrument(s):

Recorded: October 8, 1985 in Book 1526, Page 633 of Official Records In Favor of: Pacific Gas and Electric Company, a California corporation For: ingress, egress and public utilities

9. Terms and conditions contained in the Francine Crane Selim Separate Property Trust dated October 24, 2005 as disclosed by Grant Deed recorded May 19, 2011 as 2011-06956 of Official Records NOTE: The requirement that a Certification of Trust be furnished in accordance with California Probate Code Section 18100.5.

END OF SCHEDULE B
INFORMATIONAL NOTES:

1. Taxes and assessments, general and special, for the fiscal year 2021 - 2022, as follows Assessor’s Parcel No.: 003-260-01
Code No.: 003-012
1st Installment: $169.03, Paid
2nd Installment: $169.03, Paid

Preliminary Report Page 4 20220863DN

2. Taxes and assessments, general and special, for the fiscal year 2021 - 2022, as follows Assessor’s Parcel No.: 003-500-14
Code No.: 003-012
1st Installment: $222.38, Paid
2nd Installment: $222.38, Paid

3. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of 24 months prior to the date hereof except as follows: NONE

CLTA Preliminary Report Form (01-01-08)
Exhibit A 20220863DN
CLTA PRELIMINARY REPORT FORM (EXHIBIT A) (01-01-08)

CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY - 1990

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy.

4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.

6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.

EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.

Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.

2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof.

3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.

6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA LOAN POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

CLTA Preliminary Report Form (01-01-08)
Exhibit A 20220863DN

3. Defects, liens, encumbrances, adverse claims, or other matters:
(a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b).

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 2006 ALTA OWNER'S POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters:
(a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CLTA Preliminary Report Form (01-01-08)
Exhibit A 20220863DN
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

Privacy Statement 20220863DN
Privacy Statement
July 1, 2001
We recognize and respect the privacy expectations of today's consumers and the requirements of applicable federal and state privacy laws. We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to whom it is disclosed, will form the basis for a relationship of trust between us and the public we serve. This Privacy Statement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent with applicable privacy laws.

In the course of our business, we may collect Personal Information about you from the following sources:
 From applications or other forms we receive from you or your authorized representative;  From your transactions with, or from the services being performed by us, our affiliates, or others;  From our Internet web sites;
 From the public records maintained by governmental entities that we either obtain directly from those entities, or from our affiliates or others; and  From consumer or other reporting agencies.

Our Policies Regarding the Protection of the Confidentiality and Security of Your Personal Information We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access or intrusion. We limit access to the Personal Information only to those employees who need such access in connection with providing products or services to you or for other legitimate business purposes.

Our Policies and Practices Regarding the Sharing of Your Personal Information We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate settlement providers. We may also disclose your Personal Information:
 to agents, brokers or representatives to provide you with services you have requested.  to third-party contractors or service providers who provide services or perform marketing or other functions on our behalf; and  to others with whom we enter into joint marketing agreements for products or services that we believe you may find of interest.

In addition, we will disclose your Personal Information when you direct or give us permission, when we are required by law to do so, or when we suspect fraudulent or criminal activities. We may also disclose your Personal Information when otherwise permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any agreement, transaction or relationship with you.

One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such documents may contain your Personal Information.

Right to Access Your Personal Information and Ability to Correct Errors or Request Changes or Deletion Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the costs incurred in responding to such requests.

All requests must be made in writing to the following address: Privacy Compliance Officer Redwood Empire Title Company
P.O. Box 238
Ukiah, CA 95482
Multiple Products or Services
If we provide you with more than one financial product or service, you may receive more than one privacy notice from us. We apologize for any inconvenience this may cause you.

DANA W. BURWELL, MAI, ASA
P0 Box 115
Healdsburg, California 95448
(707) 433-7490
(707) 395-4105 Fax
e-mail:[email protected]
I am a member of the Appraisal Institute with a MAI designation and a member of the American Society of Appraisers with an ASA designation. In addition, I am a member of the IRWA with a R/W – AC appraisal certificate. I am licensed by the State of California with a general appraisal certification (AG 003696).

EXPERIENCE
Over 25-years’ experience valuing a wide range of commercial and Ag related real estate in the greater Northern California area.

APPRAISAL OF FEE, LEASED FEE, AND EASEMENT INTERESTS
Review work for major banks and governmental entities,
Valuation of office, industrial, retail and subdivision properties, Special purposes properties such as FBO, fitness centers, day care facilities, SNF, RCF, Valuation of wineries, vineyards and Ag properties,
Appraisal of easements, partial takings and damages to the remainder, Valuation of Conservation and Forever Wild Easements,
Experience in Federal Government (Yellow Book) appraisals for BLM and other agencies

LITIGATION SUPPORT
Have qualified as an expert witness performing testimony in court. In addition, have undergone numerous depositions and provided private consultation services to attorneys and clients.

EDUCATION
BA. San Francisco State University, Business with concentration in Real Estate M.B.A. San Francisco State University, Corporate Finance

APPRAISAL ORGANIZATIONS
ASA: Member of Board of Directors of the Northern California Chapter of the American Society of Appraisers 2000-2003 and 2019-2022
AI: Board of Directors of the NorCal Chapter of the Appraisal Institute 2000-2003

1 LEASE AGREEMENT WITH OPTION TO PURCHASE
This Lease with Option to Purchase (“Agreement”) is made in Ukiah, California, on April_________, 2023 (“Effective Date”) between Eric Douglas Crane and the Francine Crane Selim Separate Property Trust (“LESSORS”) and the City of Ukiah (“LESSEE” or “City”).

LESSORS and LESSEE are at times collectively referred to below as the “Parties” or individually as a “Party.”
LESSORS are the owners of that certain real property located at Doolan Canyon Road in Ukiah, California, known as Mendocino County Assessor’s Parcel Numbers (“APNs.”) 003- 260-01-00 and 003-500-14-00 (the entirety of LESSORSs’ property is referred to hereinafter as the “Property”), being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. LESSEE desires to lease the Property from LESSORS for a term of 3 years with an option to purchase the Property during the term of the lease as hereafter provided.

RECITALS
A. Eric Crane and the Francine Crane Selim Separate Property Trust (the “Trust”), each own a one-half undivided interest in the Property. They both consent to and agree with the terms of this Agreement and designate Eric Crane to act on behalf of LESSORS, except as otherwise specifically provided herein. The City shall be and is authorized and entitled to rely on notice and other communications from Eric Crane as notice and communications from and on behalf of LESSORS and binding both Eric Crane and the Trust.

B. The LESSORS desire to lease the Property to LESSEE and LESSEE desires to lease the Property from LESSORS with an option to purchase on terms as further stated herein.

I.

LEASE AGREEMENT

1. Lease. LESSORS hereby lease to LESSEE and LESSEE hereby leases from LESSORS the Property described in Exhibit A, together with rights, privileges, easements, servitudes and appurtenances thereto, hereafter called the “Leased Premises” or the “Property”.

2. Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement.
(a) “Lease/Option Agreement” means this Agreement.
(b) “City” means the City of Ukiah.
(c) “Escrow” means the escrow established with the Escrow Company for the purpose of conveying the Property from the LESSORS to LESSEE. (d) “Escrow Company” means Redwood Empire Title Company.

2 (e) “Event of Default” has the meaning set forth in Part I, Sections 16 and 17 as applicable.
(f) “Hazardous Materials” means:
(i) any “hazardous substance” as defined in Section 101(14) of Comprehensive Environmental Response, Compensation, and Liability Act 1980 (“CERCLA”) (42 U.S.C.

Section 9601(14)) or Section 25281(d) or 25316 of the California Health and Safety Code at such time;
(ii) any “hazardous waste,” “infectious waste” or “hazardous material” as defined in Section 25117, 25117.5 or 25501(j) of the California Health and Safety Code at such time;
(iii) any other waste, substance or material designated or regulated in any way as “toxic” or “hazardous” in the RCRA (42 U.S.C. Section 6901 et seq.), CERCLA Federal Water Pollution Control Act (33 U.S.C. Section 1521 et seq.), Safe Drinking Water Act (42 U.S.C.

Section 3000 (f) et seq.), Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), Clear Air Act (42 U.S.C. Section 7401 et seq.), California Health and Safety Code (Section 25100 et seq., Section 3900 et seq.), or California Water Code (Section 1300 et seq.) at such time; and (iv) any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws relating to the Project.

The term “Hazardous Materials” shall not include: (i) construction materials, gardening materials, household products, office supply products or janitorial supply products customarily used in the construction, maintenance, rehabilitation, or management of residential property or associated buildings and grounds, or typically used in household activities, or (ii) certain substances which may contain chemicals listed by the State of California pursuant to California Health and Safety Code Sections 25249.8 et seq., which substances are commonly used by a significant portion of the population living within the region of the Project, including, but not limited to, alcoholic beverages, aspirin, and tobacco products. (g) “Hazardous Materials Laws” means all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under the Project or any portion thereof.
(h) “Option Period” means the period of time commencing on the Option Notice Date and Close of Escrow.
(i) “Term” means the term of the Lease, which shall consist of the period commencing on the Effective Date and ending thirty-six months thereafter, or until an earlier termination of the Lease as further provided herein, including close of escrow after LESSEE exercises its option to purchase the one-half undivided interest in the Property of one or both LESSORS as provided in Section II.
(j) “Title Company” means Redwood Empire Title Company.

3 3. Term of Lease. This Lease shall commence upon the Commencement Date and shall continue thereafter for a period of 36 months or until LESSEE acquires one or both LESSOR’s one-half undivided interests in the Property whichever first occurs.

4. Lease Payments. Starting on the Commencement Date and on each anniversary of the Commencement Date, LESSEE shall pay LESSORS one dollar ($1.00) per year as rent. In addition, LESSEE shall reimburse LESSORS for the ad valorum and any other real property taxes or assessments imposed upon on the Property by Mendocino County during the term of the Lease, not including any tax delinquencies, fees or assessment due for any time prior to the Commencement Date.

5. Use. LESSEE may occupy and use the Leased Premises during the Term for purposes of surveying, testing, inspecting and engaging in construction activities for public improvements, such as, but not limited to, water and electrical system components and facilities, public trails and roads, however the property will not be accessible to the public during the period of the lease.
(a) Compliance with the California Environmental Quality Act (“CEQA”). At LESSEE’s expense, the City will arrange for the preparation and certification of the appropriate environmental review documents required by CEQA. No provision of this Agreement shall be deemed to limit in any way the exercise of the City’s discretion in reviewing and certifying environmental documents or in exercising its authority to adopt or amend zoning ordinances, land use and subdivision approvals or other exercises of its local police powers. (b) Ownership of Improvements. All LESSEE installed improvements shall remain the property of the LESSEE.
(c) Mechanics Liens.
(i). Responsibility for Payment. LESSEE hereby agrees that it will pay or cause to be paid all costs for work done by it, and it will keep the Property and Improvements clear of all mechanics’ liens on account of work done by LESSEE or persons claiming under it. (ii). Security. If LESSEE shall desire to contest any claim of lien it shall furnish LESSORS adequate security pursuant to Section 3143 and such other applicable provisions of the California Civil Code, plus estimated costs and interest, or a bond of a responsible corporate surety in such amount as is necessary to release the lien or provide LESSORS with evidence that enforcement of the lien is stayed. If a final judgment establishing the validity or existence of a lien for any amount is entered, LESSEE shall pay and satisfy the same at once. (iii). In Case of Default. If LESSEE shall be in default in paying any charge for which a mechanics’ lien claim and suit to foreclose the lien have been filed, and shall not have given LESSORS security to protect the Property, Improvements and LESSORS against such claims of Lien, then LESSORS may, but shall not be obligated to, pay the said claim and any costs, and the amount so paid, together with reasonable attorneys’ fees incurred in connection therewith, shall be immediately due and owing from LESSEE to LESSORS, and LESSEE agrees to and shall pay the same with interest at the legal rate.

4 (iv). Notice of Lien. Should any claims of lien be filed against the Property or Improvements or any action affecting the title to such property be commenced, the party receiving notice of such lien or action shall forthwith give the other party written notice thereof.

6. LESSORS Access to Leased Premises.
(a) Right of Inspection. LESSORS shall have the right to access the Property to inspect the work being performed by LESSEE thereon. Except in emergencies creating an imminent risk of damage to property or personal injury, such inspections shall require not less than 24 hours prior written notice to LESSEE and shall not unreasonably interfere with the LESSEE’s permitted uses of the Property.
(b) Recreational Access. LESSORS shall have a right to access the Leased Premises during the term of the Lease for recreational hiking by themselves and their family members and friends. Friends and family members shall only have access for such purposes, when accompanied by either LESSOR. Such access and use shall not unreasonably interfere with the LESSEE’s use of the Leased Premises or threaten or result in damage to or loss of LESSEE installed improvements or LESSEE’s equipment or other property located on the Property.

7. Utilities. If LESSEE uses any public utility available on the Property for which payment is required, those payments shall be the responsibility of the LESSEE. LESSEE shall not extend any utility service to the Property without the prior written consent of LESSORS which shall not be unreasonably delayed or denied LESSORS.

8. Taxes. LESSEE shall be responsible for all real estate and public improvement taxes, ad valorem taxes, and similar taxes and assessments against the Leased Premises arising after and imposed during the term of this Lease. LESSORS shall invoice LESSEE for these costs which shall be due and payable by the City within thirty (30) days of receiving the invoice.

9. Maintenance, Repair Alterations, Liens, and Signage. LESSEE, at its expense, shall maintain the Property in compliance with applicable laws and regulations, including vegetation maintenance to reduce the risk of wildfire and may make any alterations, changes, improvements, or additions to the Leased Premises, to prepare and make the Leased Premises suitable for the uses authorized by Section 5. Any alterations, changes, improvements or additions to the Leased Premises shall remain with the Leased Premises in accordance with Section 5(b).

10. Insurance. LESSEE shall at all times during the term hereof, produce and continue in force pooled risk coverage equivalent to Comprehensive General or Commercial Liability Insurance, Automobile Insurance, Workers’ Compensation and Employer’s Liability Insurance.

LESSORS shall be named as additional insured under this coverage and shall be entitled to receive prompt notice of a casualty.

11. Hazardous Materials. The LESSEE hereby covenants and agrees that:
(a) The LESSEE shall not knowingly permit Property to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Project.

5 (b) The LESSEE shall not cause the Property to violate any Hazardous Materials Laws.
(c) Upon receiving actual knowledge of any such violation, the LESSEE shall immediately advise the LESSORS in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the LESSEE pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the LESSEE for damage, contribution, cost recovery, compensation, loss or injury resulting from any such violation. (d) Without the LESSORS’s prior written consent, which shall not be unreasonably withheld, and which the LESSORS shall promptly grant or deny, the LESSEE shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the LESSORS agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

12. Delivery and Quiet Enjoyment. LESSORS shall deliver the Property on the Commencement Date free of any parties in possession and shall provide LESSEE with quiet enjoyment without interference thereafter during the Term.

13. Title. LESSORS warrant further that no third party has superior title or interest in the Property, and that no prior or existing interest shall interfere with the terms of the subject Lease or encumber title prior to close of escrow. LESSORS shall not interfere with LESSEE’s right to quiet enjoyment of the Premises. LESSORS represents and warrants to LESSEE that as of the Effective Date, and throughout the lease term and Option Period, there will be no monetary liens of any type whatsoever encumbering the Leased Premises.

14. Indemnification, Defense and Hold Harmless Obligations. Except for the sole negligence or willful misconduct of LESSORS, their employees and agents, and to the extent permitted by law, LESSEE agrees to indemnify, defend and hold harmless LESSORS from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring on the Property or caused by LESSEE’s use of the Property. If any action or proceeding is brought against LESSORS by reason of any such claim, then LESSEE, upon notice from LESSORS, shall defend the claim at LESSEE’s expense with counsel of LESSEE’s choice.

15. LESSEE Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Agreement by LESSEE:
(a) Material default and breach:
(i). Any failure by LESSEE to make any payment to or on behalf of LESSORS required hereunder as and when due, where such failure continues for ten (10) days after written notice from LESSORS to LESSEE.

6 (ii). A failure by LESSEE to observe and perform any other provision of this Agreement to be observed or performed by LESSEE, where such failure continues for thirty (30) days after written notice thereof from LESSORS to LESSEE; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within such thirty (30) day period, LESSEE shall not be deemed to be in default if LESSEE shall within such period commence such cure and thereafter diligently prosecute the same to completion. (b) Right to Terminate Lease. In the event of any such material default by LESSEE, then in addition to any other remedies available to LESSORS at law or in equity, LESSORS shall have the immediate option to terminate this Agreement and all rights of LESSEE hereunder by giving written notice of such intention to terminate.

16. LESSORS Defaults; LESSEE Termination Rights. If LESSORS should be in default in the performance of any of its obligations under this Agreement, which default continues for a period of more than thirty (30) days after receipt of written notice from LESSEE specifying such default, or if such default is of a nature to require more than thirty (30) days to remedy and continues beyond the time reasonably necessary to cure, LESSEE may, in addition to availing itself of any other remedies available at law and in equity, at its option, upon written notice, terminate this Agreement and the LESSORS and any successors of LESSORS to their in interest to the Property shall be liable to LESSEE for the cost to LESSEE of installing improvements on the Property during the term of this Lease.

17. Surrender of Premises. Upon expiration or termination of this Agreement, LESSEE shall quit and surrender the Premises to LESSORS.

II

OPTION AGREEMENT

1. Option. Not later than 30 days after written notice from either LESSOR requiring LESSEE to exercise its option to purchase that LESSOR’s undivided one-half interest in the Property (“Triggering Notice”), LESSEE shall have an option to purchase that LESSOR’s one-half undivided interest. The LESSEE shall exercise the option to purchase by giving LESSORS written notice (“Option Notice”) that LESSEE is exercising the option to purchase the one-half undivided interest of the LESSOR who gave the Triggering Notice. If LESSEE has not received Triggering Notices from both LESSORS by twenty-four months after the Commencement Date, it may exercise its option to purchase the Property from LESSORS by giving them an Option Notice.

1.1. Within thirty (30) days of LESSEE’s giving the Option Notice, LESSEE shall open escrow with Escrow Company for the acquisition of the LESSORS’ interests in the Property identified in the Option Notice. In accordance with escrow instructions approved by the Parties, the Purchase Price shall be deposited by LESSEE into escrow prior to the close of escrow and shall be paid to the LESSOR or LESSORS identified in the Option Notice at the Close of Escrow.

1.2. LESSEE shall have 10 days from the date Escrow is opened to approve a preliminary title report issued by Title Company. If LESSEE disapproves the report, it must provide written notice to LESSORS within the 10-day period of such disapproval. If LESSEE

7 and/or Title Company are unable or unwilling to take any actions necessary to obtain LESSEE’s approval of the report, LESSEE shall have no further obligations under this Agreement. and shall be entitled to the return from escrow of any money or documents deposited with the escrow agent. If LESSEE fails to provide such timely written notice, it shall be deemed to have waived all objections to title. LESSEE shall have the right to a CLTA title insurance policy prior to Closing in the amount of the Purchase Price, listing only those exceptions approved by LESSEE.

1.3. LESSEE shall have 15 days from the date Escrow is opened to obtain and approve any inspections of the Property as it deems necessary. If LESSEE performs any tests that result in changes to the Property, LESSEE shall restore the inspected or tested Property to a condition comparable to the condition it was in prior to the test or inspection. LESSEE shall indemnify and hold LESSORS harmless for any injury or damages to any person or property, resulting from, and/or as a consequence of, any testing. Said indemnification shall include LESSEE’s obligation to defend LESSORS, at LESSEE’s sole expense, through counsel selected and paid by LESSEE, against any and all claims, suits, or actions however characterized, subject to LESSORS’s full cooperation with said defense. If LESSEE disapproves a timely inspection report, it must provide written notice of such disapproval to LESSORS. LESSEE shall have no further obligations under this Option Agreement and shall be entitled to the return of any money or documents deposited with the Escrow Agent, if it gives LESSORS timely written notice that it disapproves of a timely inspection report, a copy of which has been provided to LESSORS. If LESSEE fails to provide such timely written notice, it shall be deemed to have waived all objections to the condition of the Property and the Option Escrow shall close.

1.4. Within 30 days from the Effective Date, LESSORS shall furnish to LESSEE all reports and documents concerning the Property which they have in their possession or under their control, including, but not limited to, surveys, environmental reports, geotechnical reports, and notes, letters, maps or other documents pertaining to surveys and environmental or geotechnical information about the Property.

1.5. LESSEE shall have no obligation to acquire and LESSORS shall have no obligation to sell the Property, unless or until Close of Escrow.

1.6. LESSEE shall have no obligation to acquire the Option, unless or until LESSEE has complied with the California Environmental Quality Act (“CEQA”) by determining that the purchase does not require environmental review or by adopting a notice of exemption, negative declaration or environmental impact report, as determined by the City.

2. Conditions to Exercise of Purchase Option. The LESSEE’s right to exercise the purchase option during the Option Period is subject to the following conditions.

2.1. Terms of Purchase of the Property. To validly exercise the Option, LESSEE shall give an Option Notice. The date when the notice is given is “the Option Notice Date.”

2.2. Purchase Price. Each LESSOR agrees to accept from LESSEE and LESSEE agrees to pay LESSORS Two Hundred Thousand Dollars ($200,000) for each undivided one-half interest in the Property for a total of Four Hundred Thousand Dollars ($400,000) as the full purchase price for the Property.

8 2.3. Condition of Title. Title to the Property shall be free and clear of all liens, except for any property taxes not yet due, existing recorded easements, CC&R’s, or deed restrictions, and all leases, liens, easements and encumbrances not approved by LESSEE prior to Close of Escrow, as provided in paragraph 2.4(b), below.

2.4. Escrow. LESSEE shall open escrow with Title Company within five (5) days from the Option Notice Date (“Purchase Escrow”). The parties shall deliver escrow instructions to the escrow agent within 14 days from the Option Notice Date, which shall include the following:
(a) Closing date. Purchase Escrow for the acquisition of the interest of the LESSOR or LESSORS identified in the Option Notice shall close within sixty (60) days from the Option Notice Date, unless otherwise extended by the mutual consent of LESSEE and LESSOR or LESSORS identified in the Option Notice.
(b) Preliminary title report and title insurance. LESSEE shall have 10 business days from the Option Notice Date to approve a preliminary title report. LESSEE may disapprove the report only if exceptions are reported which did not appear in the preliminary title report issued April 20, 2022, excepting taxes and assessments due. If LESSEE disapproves the report, it must provide written notice of such disapproval to the LESSOR. Upon giving such notice, LESSEE shall have no further obligations under this Agreement. If LESSEE fails to provide such timely written notice, it shall be deemed to have waived all objections to title. The Title Company must issue prior to closing a CLTA title insurance policy in the amount of the total purchase price, listing only those exceptions approved by LESSEE as provided in this Section 2.4.b. (c) Cooperation with 1031 exchange. LESSORS and LESSEE acknowledge and agree that the purchase and sale of each LESSOR’s undivided one-half interest in the Property may be part of a tax-free exchange for each LESSOR pursuant to Section 1031 of the Internal Revenue Code, the regulations promulgated thereunder, revenue procedures, pronouncements and other guidance issued by the Internal Revenue Service. LESSEE agrees to cooperate with LESSORS and take all reasonable steps on or before each Closing Date to facilitate such exchange if requested by LESSORS, provided that (a) LESSEE shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) LESSEE shall not incur any additional cost, expense or liability in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof, except as specifically provided herein. (d) LESSORS Disclosures. LESSORS discloses the following information concerning the condition of the Property:
(i) Flood Hazard Area Disclosure. The Property or a portion thereof is not located within a Federal Emergency Management LESSEE (FEMA) "Special Flood Hazard Area."
(ii) Geologic Hazard Zone. The Property is not located within a Special Studies Zone as designated under Public Resources Code §§ 2021-2625.

9 (e) Closing costs. LESSORS shall each pay all escrow fees. LESSEE shall pay all the title insurance costs of said conveyance. LESSEE shall pay property taxes and assessments due during the term of the Lease. Any other fees, costs or taxes shall be paid by each party in accordance with escrow instructions to Title Company. (f) Payment of purchase price. LESSEE shall deposit the Purchase Price with the Title Company by certified check or electronic funds transfer on or before the date established for the Close of Escrow.

3. Rights of LESSORS and LESSEE Upon Exercise of Purchase Option.

3.1 City’s rights to use or improve the Property after purchase of one, but not both, undivided interests in the Property. Upon acquiring one, but not both, undivided one-half interests in the Property, the City shall have the right without prior review or approval of the LESSOR who retains his/her undivided one-half interest in the Property to make full use of the entire Property, including all rights of an owner of real property to use, encumber, improve or modify the Property.

It shall indemnify and defend the remaining undivided one-half interest holder from and against any liability, damage or expense arising from the City’s exercise of those rights. This obligation to indemnify and defend the owner of the remaining one-half undivided interest shall remain in effect after the City closes escrow on the purchase of the remaining one-half undivided interest in the Property.

3.2 LESSORS’ option to propose name. City acknowledges LESSORS’ desire to name a trail head or park area established by the City on the Property after Close of Escrow. Upon the City’s creation of a suitable trail head or park area, LESSORS may request the City to give the area a name proposed by LESSORS upon which the City may agree, such agreement not to be unreasonably withheld.

4. Miscellaneous provisions.

4.1 Notices. Except as otherwise expressly provided herein, any written notice required by this Agreement shall be deemed given and received when personally served by personal delivery, overnight delivery or email or 48 hours after being placed in the United States mail, with proper first class postage prepaid, and addressed as follows:

To LESSEE: To LESSORS:

Attention: Sage Sangiacomo Eric Crane
Ukiah Civic Center 4 Banker Boulevard
300 Seminary Ave. Ukiah, CA. 95482
Ukiah, CA. 95482 Email: [email protected]
Email: [email protected]
Any party hereto may give notice of an address change under the provisions of this paragraph and thereafter all notices shall be given to that address.

10 4.2 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile or electronic signatures will have the same legal effect as original signatures.

4.3 Waivers. No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of time for performance of any other obligation or act except those of the waiving party, which will be extended by a period of time equal to the period of the delay.

4.4 Successors and Assigns. This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party. This Agreement is binding upon and inures to the benefit of the Parties’ permitted successor and assigns.

4.5 Entire Agreement. This Option Agreement constitutes the entire contract between the parties hereto and may not be modified except by an instrument in writing signed by the party to be charged.

4.6 Time of Essence. LESSEE and LESSORS hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof.

4.7 Construction. The Parties agree and their respective advisors believe that this Agreement is the product of all of their efforts, that it expresses their agreement and that it should not be interpreted in favor of or against either party.

4.8 Governing Law. The Parties expressly agree that this Agreement will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The Parties mutually consent to jurisdiction and venue in the courts of Mendocino County and waive any objections to the jurisdiction or venue of such courts.

4.9 Paragraph Headings. The paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of this Agreement.

4.10 Recordation of Memorandum of Lease and Option. Promptly upon the request of LESSEE, LESSORS agrees to execute and acknowledge a “Memorandum of Lease, Option” in form satisfactory to LESSEE and sufficient for recording in the Official Records of Mendocino County.

WHEREFORE, this Agreement is made and entered on the Effective Date.

SIGNATURES ON NEXT PAGE

11 LESSEE LESSORS
CITY OF UKIAH ___________________________
Eric Douglas Crane
By: ________________________
Sage Sangiacomo, City Manager
Francine Crane Selim Separate Property Trust

By: ________________________
ATTEST: Francine Crane Selim, Trustee/Beneficiary
___________________________
Kristine Lawler, City Clerk

Redwood Empire Title Company of
Mendocino County
405 S. Orchard Avenue, P. O. Box 238
Ukiah, CA 95482
Phone: (707)462-8666  Fax: (707)462-5010
Preliminary Report Page 1 20220863DN
Our No.: 20220863DN
Your No.:

Seller: Eric Crane and Francine Selim
Buyer: City of Ukiah
When replying Please Contact:

ESCROW OFFICER: Debbie Niesen
[email protected]

PRELIMINARY REPORT
Property Address: APN--003-260-01-00 - uninmproved, Ukiah, CA 95482 In response to the above referenced application for a policy of title insurance, Redwood Empire Title Company of Mendocino County hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

Dated as of April 20, 2022 at 07:30 AM.

Steve Burlesci
Chief Title Officer
[email protected]
The form of policy of title insurance contemplated by this report is:

CLTA Standard 1990 Owners Policy
Underwritten by Old Republic National Title Insurance Company

Preliminary Report Page 2 20220863DN

SCHEDULE A

1. The estate or interest in the land hereinafter described or referred to covered by this Report is:
a Fee

2. Title to said estate or interest at the date hereof is vested in:

Eric Douglas Crane, an unmarried man, as to an undivided 1/2 interest and Francine Crane Selim, Trustee of the Francine Crane Selim Separate Property Trust dated October 24, 2005, as to an undivided 1/2 interest

3. The land referred to in this report is situated in the State of California, County of Mendocino and is described as follows:

BEGINNING at a post marked A.L.R.E.D. on the Westerly line of lot 77, Yokayo Rancho, 22.90 chains North 0° 30' West from the Southwest corner of Lot 27 of George Luce's Subdivision of said Lot 77; thence North 88° 00' East, 1034.68 feet, more or less, to the West line of Helen Avenue; thence South 4° 50' East along the West line of Helen Avenue 372.22 feet to the centerline of a road from Helen Avenue toward Doolan Canyon; thence, along the center of said road, South 86° 52' West, 252.84 feet; thence South 44° 51' West, 54.22 feet; thence South 16° 04' West, 140.28 feet; thence South 38° 52' West, 224.49 feet; thence South 73° 52' West, 189.48 feet; thence South 68° 31' West, 153.60 feet; thence South 63° 02' West 140.51 feet; thence South 75° 16' West 141.54 feet to the intersection of said centerline of said road with said Westerly line of said lot 77, thence, along said Westerly line North 0° 30' West, 905.32 feet, more or less, to the point of beginning.

EXCEPTING THEREFROM THE FOLLOWING:
1st:That portion conveyed by Mae Bell Stem to J. H. Penner, et ux, by deed dated March 16, 1946, recorded March 18, 1946 in Volume 194 of Official Records, Page 472, Mendocino County Records. 2nd:That portion conveyed by Mae Bell Gillespie formerly Mae Bell Stem to E. A. Dunsing, et ux, by deed dated November 2, 1949, recorded November 16, 1949 in Volume 258 of Official Records, page 299, Mendocino County Records.

APN: 003-260-01 and 003-500-14

Preliminary Report Page 3 20220863DN

SCHEDULE B
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the said policy form would be as follows:

1. Taxes and assessments, general and special, for the fiscal year 2022 - 2023, a lien not yet due or ascertainable.

2. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq. of the Revenue and Taxation Code of the State of California.

3. Rights of the public, County and/or City, in and to that portion of said land lying within the lines of any public road or highway.

4. Easement(s) for the purposes stated herein and incidental purposes as provided in the document(s):

Recorded: November 26, 1904 in Book 96, Page 526 of Deeds For: roadway

5. Easement(s) for the purposes stated herein and incidental purposes as provided in the following instrument(s):

Recorded: April 19, 1928 in Book 29, Page 165 of Official Records In Favor of: California Telephone and Light Company, a corporation For: ingress, egress and public utilities

6. Easement(s) for the purposes stated herein and incidental purposes as provided in the following instrument(s):

Recorded: June 5, 1931 in Book 62, Page 300 of Official Records In Favor of: Pacific Gas and Electric Company, a California corporation For: ingress, egress and public utilities

7. Easement(s) for the purposes stated herein and incidental purposes as provided in the document(s):

Recorded: May 3, 1979 in Book 1204, Page 712 of Official Records For: ingress and egress

8. Easement(s) for the purposes stated herein and incidental purposes as provided in the following instrument(s):

Recorded: October 8, 1985 in Book 1526, Page 633 of Official Records In Favor of: Pacific Gas and Electric Company, a California corporation For: ingress, egress and public utilities

9. Terms and conditions contained in the Francine Crane Selim Separate Property Trust dated October 24, 2005 as disclosed by Grant Deed recorded May 19, 2011 as 2011-06956 of Official Records NOTE: The requirement that a Certification of Trust be furnished in accordance with California Probate Code Section 18100.5.

END OF SCHEDULE B
INFORMATIONAL NOTES:

1. Taxes and assessments, general and special, for the fiscal year 2021 - 2022, as follows Assessor’s Parcel No.: 003-260-01
Code No.: 003-012
1st Installment: $169.03, Paid
2nd Installment: $169.03, Paid

Preliminary Report Page 4 20220863DN

2. Taxes and assessments, general and special, for the fiscal year 2021 - 2022, as follows Assessor’s Parcel No.: 003-500-14
Code No.: 003-012
1st Installment: $222.38, Paid
2nd Installment: $222.38, Paid

3. NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of 24 months prior to the date hereof except as follows: NONE

CLTA Preliminary Report Form (01-01-08)
Exhibit A 20220863DN
CLTA PRELIMINARY REPORT FORM (EXHIBIT A) (01-01-08)

CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY - 1990

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy.

4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.

6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.

EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.

Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.

2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof.

3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.

6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA LOAN POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

CLTA Preliminary Report Form (01-01-08)
Exhibit A 20220863DN

3. Defects, liens, encumbrances, adverse claims, or other matters:
(a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b).

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 2006 ALTA OWNER'S POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters:
(a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CLTA Preliminary Report Form (01-01-08)
Exhibit A 20220863DN
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

Privacy Statement 20220863DN
Privacy Statement
July 1, 2001
We recognize and respect the privacy expectations of today's consumers and the requirements of applicable federal and state privacy laws. We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to whom it is disclosed, will form the basis for a relationship of trust between us and the public we serve. This Privacy Statement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent with applicable privacy laws.

In the course of our business, we may collect Personal Information about you from the following sources:
 From applications or other forms we receive from you or your authorized representative;  From your transactions with, or from the services being performed by us, our affiliates, or others;  From our Internet web sites;
 From the public records maintained by governmental entities that we either obtain directly from those entities, or from our affiliates or others; and  From consumer or other reporting agencies.

Our Policies Regarding the Protection of the Confidentiality and Security of Your Personal Information We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access or intrusion. We limit access to the Personal Information only to those employees who need such access in connection with providing products or services to you or for other legitimate business purposes.

Our Policies and Practices Regarding the Sharing of Your Personal Information We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate settlement providers. We may also disclose your Personal Information:
 to agents, brokers or representatives to provide you with services you have requested.  to third-party contractors or service providers who provide services or perform marketing or other functions on our behalf; and  to others with whom we enter into joint marketing agreements for products or services that we believe you may find of interest.

In addition, we will disclose your Personal Information when you direct or give us permission, when we are required by law to do so, or when we suspect fraudulent or criminal activities. We may also disclose your Personal Information when otherwise permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any agreement, transaction or relationship with you.

One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such documents may contain your Personal Information.

Right to Access Your Personal Information and Ability to Correct Errors or Request Changes or Deletion Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the costs incurred in responding to such requests.

All requests must be made in writing to the following address: Privacy Compliance Officer Redwood Empire Title Company
P.O. Box 238
Ukiah, CA 95482
Multiple Products or Services
If we provide you with more than one financial product or service, you may receive more than one privacy notice from us. We apologize for any inconvenience this may cause you.

Agenda Item No: 14.b.

MEETING DATE/TIME: 4/5/2023
ITEM NO: 2023-2540

AGENDA SUMMARY REPORT
SUBJECT: Report an Emergency Contract with West Coast Fire & Water for Fire Remediation Work at the Electric Utility Service Center at Hastings.

DEPARTMENT: Finance PREPARED BY: Mary Horger, Financial Services Manager PRESENTER: Cindy Sauers, Electric Utility Director and Mary Horger, Financial Services Manager
ATTACHMENTS:

1. Pictures

2. West Coast Fire Water - Hastings Fire Remediation Work - 2223-177 - signed Summary: Council will receive a report on an Emergency Contract with West Coast Fire & Water for Fire Remediation Work at the Electric Utility Service Center at Hastings.

Background: The Ukiah City Council approved the purchase of 2.8 acres with a 15,800 sq. ft. building located at 1350 Hasting Rd (The Electric Service Center) to house the Electric Utility Department’s operations. The Electric Service Center will centralize electric operations for Engineering, Construction and Technical Services. In addition, the Department intends to use the Electric Service Center for training, material warehousing and construction preparation.

On August 5, 2020, the City Council adopted the plans and specifications for the grading, fencing, roofing and electric equipment relocation. This work was completed on March 2, 2023.

On the morning of March 8, 2023, a fire broke out at the Electric Utility Department's Service Center located at 1350 Hastings Road. The source of the fire was the electrical failure of a bathroom ceiling fan. The Ukiah Valley Fire Authority responded to the incident, and was successful in putting the fire out. However, significant smoke and water damage occurred, as well as structural damage to the building. Please see Attachment 1 for pictures of the damage.

Discussion: West Coast Fire and Water was contacted and was able to respond in a timely manner to assess the fire, smoke and water damage. They were able to secure the building and cover exposed areas to prevent additional water intrusion from the impending precipitation. The City Purchasing, Risk Management, and Electric Departments worked with McLarens, the Claims Adjuster for the City's self-insured liability Program through its membership in the California Intergovernmental Risk Authority (CIRA), and West Coast Water and Fire to develop a Scope of Work and Contract for the remediation of the fire, water and smoke damage. Please see Attachment 2 for a copy of the agreement.

There are no expected costs to the City at this time, as the City has opted to review all invoices and provide authority to McLarens to pay West Coast directly. The City, however, did execute a contract with West Coast Fire and Water to complete the Scope of Work.

The initial cost estimate for this remediation was over $200,000. The scope of work that is being performed under this contract falls under the definition of "public project", as it involves demolition and repair work involving a publicly owned facility. The City Manager, under his authority, authorized proceeding with the work as an emergency, since the event was sudden and unexpected, and required immediate action for the protection of City (public) property. Due to structural issues, and immediate mold growth, time was of the

essence, and bidding for this work as per the normal requirements of the California Uniform Cost Accounting Act, was not an option. Under these circumstances, public bidding is excused. Staff will continue to bring this back to Council in future meetings for review and approval, until the work has been completed.

Recommended Action: Receive report on an emergency contract with West Coast Fire & Water for Fire Remediation Work at the Electric Utility Service Center at Hastings, and approve the work to continue under these emergency circumstances.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: CIRA
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Cindy Sauers, Electric Utility Director, Sheri Manion, Human Resources Director and Risk Manager, Dave Rapport, City Attorney
DIVERSITY-EQUITY INITIATIVES (DEI):

CLIMATE INITIATIVES (CI):

ATTACHMENT 1

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1 SHORT FORM CONSTRUCTION CONTRACT
ThisAgreement ismadeandenteredon March 13, 2023, in Ukiah, California, by and between Bridges Restoration LLC, dba West Coast Fire Water, a limited liability company Contractor") and the City of Ukiah City"), a general law municipal corporation.

RECITALS:

1.Theplans andspecifications forthisworktheWork") arecontained in Exhibit A, which is attached hereto and incorporated herein by this reference.

2.Contractor isproperly licensed andqualified toperformthework.

3.Whenever thisAgreement callsforCityapproval ornotification,the approval or notification must be signed by the City Manager or his or her designee.

AGREEMENT:

Wherefore, inconsideration ofthe foregoing facts and the terms and conditions as further stated herein, the parties hereby agree as follows.

1. PERFORMANCE OF THE WORK
Contractor will performtheWorkas further provided herein.

1.1TimeofPerformance. Time is of the essence, and the Contractor shall commence the work as soon as possible following the issuance of a Notice to Proceed”.

1.1.1.N/Acheck if applicable] It is agreed by the parties to the contract that time is of the essence and that, in case all the work is not completed before or upon the expiration of the time limit as set forth, damage, other than those cost items identified in section 1.1.2, will be sustained by the City and that it is and will be impracticable to determine the actual amount of damage by reason of such delay; and it is therefore agreed that, subject to Sections 1.13 1.14, below, the Contractor will pay to the City the sum of five hundred dollars 500.00) per day for each and every calendar day's delay beyond the time prescribed.

1.1.2N/Acheck if applicable] In case the work called for under this contract is not completed within the time limit stipulated herein, the City shall have the right as provided hereinabove, to extend the time of completion thereof. If the time limit be so extended, the City shall have the right to charge to the Contractor and to deduct from the final payment for the work the actual cost to the City of engineering, inspection, superintendence and other overhead expenses which are directly chargeable to the contract and which accrue during the ATTACHMENT 2

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2 period of such extension, except that the cost of final unavoidable delays shall not be included in such charges.

1.2Construction ofContract Documents. Contractor will perform the Work in compliance with the plans and specifications set forth in the attached Exhibit A. If there is any inconsistency or conflict between the plans and the specifications, the specifications will prevail. If there is any inconsistency between the plans and the specifications and this agreement, the terms of this Agreement shall prevail, unless expressly stated otherwise in a particular specification.

1.3Contractor furnished items. Contractor will furnish all necessary labor, materials, tools, equipment, and transportation necessary to perform the Work.

1.4 SB 854 requirements

1.4.1 No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

1.4.2 No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

1.4.3 This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

1.4.4 The Labor Commissioner through the Division of Labor Standards Enforcement DLSE) may at any time require contractors and subcontractors to furnish electronic certified payroll records directly to DLSE. All contractors and subcontractors must furnish electronic certified payroll records directly to the DLSE.

1.4.5 The Prime Contractor is required to post job notices at the job site as prescribed by regulations currently, 8 CCR 16451(d).)

1.5 Use of Employees.

1.5.1.Contractor andanysubcontractors shall payall mechanicsand laborers employed by them to work upon the site of the work unconditionally and without subsequent deductions or rebate on any account the full amounts due at the time of payment at wage rates not less than those contained in the applicable prevailing wage determination, regardless of any contractual relationship which may be alleged to exist between the Contractor and subcontractors and such laborers and mechanics.

1.5.2.Contractor shall comply withteCalifornia Labor CodeSection 1775. In accordance with said Section 1775, Contractor shall forfeit as a penalty to the City, 50.00 for each calendar day or portion thereof, for each workman paid less than the stipulated prevailing

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3 rates for such work or craft in which such workman is employed for any work done under the Contract by him or her or by any subcontractor under him or her in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each workman for each calendar day or portion thereof for which each workman was paid less than the stipulated prevailing wage rate shall be paid to each workman by the Contractor.

1.5.3. Pursuant to the provision of Section 1770 of the Labor Code of the State of California, City has ascertained the general prevailing rate of wages which rate includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to the work to be done, for straight time work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification, or type of workers concerned. Copies of the General Prevailing Wage Determination are on file in the office of the City Engineer and are available to the Contractor on request. The Contractor shall post the wage determination at the site of work in a prominent place where the workers can easily see it.

1.5.4.Citywill not recognize any claim for additional compensation because the Contractor has paid any rate in excess of the prevailing wage rate obtained from the City Engineer.

The possibility of wage increases is one of the elements to be considered by the Contractor in determining his or her bid and will not in any circumstances be considered as the basis for a claim against the City.

1.5.5.Travel andSubsistence Payments.

Contractor shall maketravel andsubsistence payments to each worker needed to execute the work in accordance with the requirements in Section 1773.8 of the Labor Code Chapter 880, Statutes of 1968).

1.5.6.Apprentices.

Attentionsdirectedotheprovisions in Sections 1777.5 Chapter 1411, Statutes of 1968) and 1777.6 of the California Labor Code concerning the employment of apprentices by the Contractor or any subcontractor under him. Contractor and any subcontractor under him or her shall comply with the requirements of said sections in the employment of apprentices.

Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.

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4 Copies of Labor Code Sections 1771 requiring prevailing wages), 1775 imposing penalties, including a 50 per day, per worker forfeiture, forfailure to pay prevailing wages), 1776 requiring contractor to maintain available for inspection certified payroll records), 1777.5 requiring certain apprenticeship programs), 1813 imposing penalties for failure to make records available for inspection) and 1815 requiring time and for overtime) are available at the Department of Industrial Relations website at http:// www.dir.ca.gov/

1.6CITYInspector. CITY may designate an architect, engineer, other design professional or other inspector Inspector") to supervise and/or inspect Contractor's performance of the Work.

The Inspector shall have no authority to change the Work, the compensation for performing the Work or the time for completing the Work without City's prior written approval. City shall notify the Contractor in writing, if it designates an Inspector.

1.7SiteConditions. Contractor acknowledges that it has inspected the work site and any improvements involving the Work and satisfied itself as to the conditions which can affect the Work or its cost. Contractor has not relied on any representation by CITY or its officers or employees as to the condition of the site or the houses or any condition that might affect the cost of performing this Agreement.

1.8NewProducts Required. All equipment, materials or fixtures furnished by Contractor under this Agreement shall be new and of the most suitable grade for the intended purpose, unless otherwise specifically provided.

1.9Compliance withLaws. The Contractor shall give all notices and comply with all applicable laws, ordinances, codes, rules and regulations. The Contractor shall secure and pay for all permits, fees, and licenses necessary for the proper execution and completion of the work.

1.10Protection ofSiteandImprovements. The Contractor shall preserve and protect the site, grounds and any involved improvements and shall not alter or damage any portion thereof, except as is absolutely necessary in order to perform the Work. The Contractor shall repair or replace, as directed by CITY, any property that it damages, looses or destroys in violation of this paragraph. Contractor shall assume full responsibility for maintaining the safety of the worksite in compliance with all applicable state and federal worker safety and protection laws and shall maintain the worksite in compliance with all such laws.

1.11Inspection ofWork. The Contractor shall ensure that the Work is available for inspection by CITY or its Inspector at all reasonable times and that no work is covered up or rendered incapable of inspection without prior notice to CITY or its Inspector and a reasonable opportunity for inspection. The presence or absence of an CITY inspector or the conduct of an inspection by CITY or its Inspector shall not relieve the Contractor from any contract requirement or compliance with Exhibit A.

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5 1.12Title. The Contractor warrants that it conveys full and complete title, free of all liens and encumbrances, to all materials, supplies, fixtures and equipment furnished to CITY under this Agreement and agrees to fully defend and indemnify CITY, its officers and employees, and the houses and homebuyers included in the Work from and against any claim, lien, charge, debt, cost, expense or liability arising from a breach of said warranty.

1.13Warranties. N/A] In addition to any other warranties in this contract, the Contractor warrants that the Work conforms to the contract requirements and is free of any defect in equipment, material or workmanship for a period of one year from the date of final acceptance of the Work by CITY. If CITY accepts any part of the Work before final acceptance of the entire Work, the warranty shall continue for the period of one year from the date of such partial acceptance. The Contractor shall remedy, at the Contractor' s expense, any failure to conform, or any defect. Initial if following sentence applies CITY shall retain N/A% of the Contract Amount to secure the Contractor' s warranty and shall remit the unused portion of that amount at the end of the warranty period. The time limit of this warranty shall not apply to any latent defects, or gross negligence or fraud on the part of the Contractor.

1.14. Extension ofTime.

Should any delays occur which the City may consider unavoidable, as herein defined, the Contractor shall, pursuant to his or her application, be allowed an extension of time proportional to said delay or delays, beyond the time herein set forth, in which to complete this contract; and liquidated damages for delay shall not be charged against the Contractor by the City during an extension of time granted because of unavoidable delay or delays.

Any claim by Contractor for a time extension based on unavoidable delays shall be based on written notice delivered to the City within 15 days of the occurrence of the event giving rise to the claim.

Failure to file said written notice within the time specified shall constitute a waiver of said claim.

Notice of the full extent of the claim and all supporting data must be delivered to the City within 45 days of the occurrence unless the City specifies in writing a longer period. All claims for a time extension must be approved by the City and incorporated into a written change order.

1.15. Unfavorable Wather and Other Conditions.

During unfavorable weather and other conditions, the Contractor shall pursue only such portions of the work as shall not be damaged thereby. No portions of the work whose satisfactory quality or efficiency will be affected by any unfavorable conditions shall be constructed while these conditions remain, unless, by special means or precautions approved by the City, the Contractor shall be able to overcome them.

The Contractor shall be granted a time extension of one day for each unfavorable weather day that prevents him or her from placing concrete forms or placing and finishing concrete or asphalt

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6 concrete. Such unfavorable weather day is defined as a rain day where precipitation prevents the contractor from performing the work more than four 4) continuous hours within the authorized work period or a temperature day where the ambient temperature is below that specified for the placement of materials associated with the controlling work item for more than four 4) continuous work hours of the authorized work period.

1.16. Saturday, Sunday, Holiday and Night Work.

No work shall be done between the hours of 6 p.m. and 7 a.m., nor on Saturdays, Sundays or legal holidays except such work as is necessary for the proper care and protection of work already performed, or except in cases of absolute necessity and in any case only with the permission of the City.

It is understood, however, that night work may be established as a regular procedure by the Contractor if he or she first obtains the written permission of the City and that such permission may be revoked at any time by the City if the Contractor fails to maintain at night adequate force and equipment for reasonable prosecution and to justify inspection of the work.

1.17. HoursofLabor.

Eight 8) hours of labor shall constitute a legal day's work and the Contractor or any subcontractor shall not require or permit more than eight hours of labor in a day from any person employed by him or her in the performance of the work under this contract, unless paying compensation for all hours worked in excess of eight 8) hours per day at not less than 1 times the basic rate of pay.

The Contractor shall forfeit to the City, as a penalty, the sum of twenty five dollars 25.00) for each workman employed in the execution of the contract by him or her or by any subcontractor, for each calendar day during which such laborer, workman, or mechanic is required or permitted to labor more than eight hours in violation of the provisions of Section 1810 to 1816, inclusive, Article 3, Chapter 1, Part 7, Division 2) of the Labor Code of the State of California and any acts amendatory thereof.

2. CONTRACT PRICE
The Contractor will be paid for performance of this Agreement time and materials plus subcontractors will be added as invoice plus 20%per rate sheet provided as Exhibit B.

3. PAYMENT OF CONTRACT PRICE

3.1 City authorizes McLarens to pay Contractor solely and directly for the completed work performed pursuant to this contract. All payments under this contract shall be made upon the presentation of certificates in writing to the City and shall show that the work covered by the payments has been done and the payments thereof are due in accordance with this contract. Within fifteen days of the City’s receipt of the certificate of payment, City shall review and forward

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7 authorization for payment to McLarens for its review, approval, and payment to the Contractor.

If, for any reason, Customer receives a check from Insurance Company made payable to Customer, Customer agrees to pay West Coast Fire and Water immediately upon receipt of the check. In order to expedite payment to Contractor, Customer hereby appoints Contractor as attorney in fact, authorizing Contractor to endorse Customer’s name on Insurance Company checks or drafts, and to deposit insurance checks for the services provided in the amount invoiced.

4. INDEMNIFICATION AND INSURANCE.

4.1Indemnification. The Contractor shall do all of the work and furnish all labor, materials, tools and appliances, except as otherwise herein expressly stipulated, necessary or proper for performing and completing the work herein required in the manner and within the time herein specified. The mention of any specific duty or liability imposed upon the Contractor shall not be construed as a limitation or restriction of any general liability or duty imposed upon the Contractor by this contract, said reference to any specific duty or liability being made herein merely for the purpose of explanation.

The right of general supervision by the City shall not make the Contractor an agent of the City and the liability of the Contractor for all damages to persons or to public or private property, arising from the Contractor' s execution of the work, shall not be lessened because of such general supervision.

Until the completion and final acceptance by the City of all the work under and implied by this contract, the work shall be under the Contractor' s responsible care and charge. The Contractor shall rebuild, repair, restore and make good all injuries, damages, re erections and repairs, occasioned or rendered necessary by causes of any nature whatsoever, excepting only acts of God and none other, to all or any portions of the work, except as otherwise stipulated.

To the fullest extent permitted by law, Contractor shall indemnify and hold harmless the City and its officers, directors, agents, and employees from and against all claims, damages, losses and expenses including but not limited to attorneys' fees, costs of suit, expert witness fees and expenses and fees and costs of any necessary private investigators arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense 1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, other than the work itself, including the loss of use resulting therefrom and 2) is caused in whole or in part by any act or omission of the Contractor, any subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder, or by the negligence or omission of a party indemnified herein.

In any and all claims against the City or any of its agents or employees by any employee of the

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8 Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts. The obligation to indemnify shall extend to and include acts of the indemnified party which may be negligent or omissions which may cause negligence.

The City shall have the right to estimate the amount of such damage and to cause the City to pay the same and the amount so paid for such damage shall be deducted from the money due the Contractor under this contract; or the whole or so much of the money due or to become due the Contractor under this contract as may be considered necessary by the City, shall be retained by the City until such suits or claims for damages shall have been settled or otherwise disposed of and satisfactory evidence to that effect furnished to the City.

4.2Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors.

4.2.1.MinimumScopeof Insurance
Coverage shall beatleast asbroads:

A. Insurance Services Office Commercial General Liability coverage Form No. CG 20 10 10 01 and Commercial General Liability Completed Operations Form No. CG 20 37 10 01).

B. Insurance Services Office form number CA 0001 Ed. 1/87) covering Automobile Liability, code 1 any auto).

C. Worker’s Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4.2.2.MinimumLimitsofInsurance
Contractor shall maintain limits no less than:

A. General Liability: 1,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Insurance must be written on an occurrence

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9 basis.

B. Automobile Liability: 1,000,000 per accident for bodily injury and property damage. Insurance must be written on an occurrence basis.

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

4.2.3.Deductibles andSelf insured Retentions
Any deductibles or self insured retentions must be declared to and approved by the City. The City may require the insurer to reduce or eliminate such deductibles or self insured retentions with respect to the City, its officers, officials, employees and volunteers; or the Contractor to provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses; or to approve the deductible without a guarantee.

4.2.4. REQUIRED Insurance Provisions
Proof of general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

A. The City, its officers, officials, employees, and volunteers are to be covered as ADDITIONAL INSURED with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment, furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.

B. The workers’ compensation policy is to be endorsed with a waiver of subrogation.

The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City. NOTE: You cannot be added as an additional insured on a workers’ compensation policy.

C. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, and volunteers. Any insurance or self insurance maintained by the City, its officers, officials, employees, or volunteers shall be in excess of the Contractor’s insurance and shall not contribute with it.

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10 D. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty 30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.

E. Note: This protects the Contractor) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision b) of Section 2782 of Civil Code.

5. TERMINATION.

ThisAgreement mayonlybeterminated byCity: 1)forbreach ofthe agreement; 2) because funds are no longer available to pay Contractor for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Contractor was retained.

City shall notify Contractor of any alleged breach of the agreement and of the action required to cure the breach. If Contractor fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Contractor. City shall pay the Contractor only for services performed and expenses incurred as of the effective termination date, unless terminated because the Contractor has failed to satisfactorily cure a breach after notice in which event City shall:
a.retainayamounts earned under theContract but not yet paid by City; b.takepossession ofall material and fixtures on the job site; c.havetheright tocomplete theWorkandrecover fromContractorany increased cost to complete the Work above the amounts that would have been paid to Contractor hereunder, together with any other damages suffered by City as a result of said breach.

6. MODIFICATION OF AGREEMENT.

Citymay, fromtimetotime, request changes intheWork, thetime to complete the work or the compensation to be paid for the Work. Such changes must be incorporated in written amendments to this Agreement. To be effective, all such changes as referred to in this section must be agreed upon in writing by both parties to this agreement.

7. ASSIGNMENT.

TheContractor shall not assign ayinterest inthisAgreement, and shall not transfer any

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11 interest in the same whether by assignment or novation), without the prior written consent of City.

8. APPLICATION OF LAWS.

Theparties hereby agree that all applicable Federal, Stateandlocal rules, regulations and guidelines not written into this Agreement shall hereby prevail during the period of this Agreement.

9. INDEPENDENT CONTRACTOR.

Itisheexpress intention oftheparties hereto that Contractor is an independent contractor and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Contractor under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed.

ThoseprovisionsfthisAgreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and in terpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and City.

Contractor shall payll estimatedand actual federal and state income and self employment taxes that are due the state and federal government and shall furnish and pay worker' s compensa tion insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Contractor agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Contractor, including the legal costs associated with defending against any audit, claim, demand or law suit.

Contractor warrants andrepresents that iisaproperly licensedfor the work performed under this Agreement with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement.

10. GOVERNING LAW.

ThisAgreement shall begoverned byandconstrued inaccordance with the laws of the State of California and any legal action concerning the agreement must be filed and litigated in the proper court in Mendocino County, each party consenting to jurisdiction and venue of California state courts in Mendocino County.

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12 11. SEVERABILITY.

Ifanyprovision oftheAgreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

12. INTEGRATION.

ThisAgreement, including theexhibits attached hereto, contains the entire agreement among the parties and supersedes all prior and contemporaneous oral and written agreements, understandings, and representations among the parties. No amendments to this Agreement shall be binding unless executed in writing by all of the parties.

13. WAIVER.

Nowaiver ofanyoftheprovisionsfthisAgreement shall bedeemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

14. NOTICES.

Whenever notice, payment orother communication is required or permitted under this Agreement, it shall be deemed to have been given when personally delivered, emailed, or deposited in the United States mail with proper first class postage affixed thereto and addressed as follows:

CONTRACTOR CITY
Bridges Restoration, LLC City of Ukiah
dba West Coast Fire Water
5846 Live Oak Drive 300 Seminary Ave.

Kelseyville, CA 95451 Ukiah, CA. 95482
Email: lmartinez@westcoastfireandwater. com Email: [email protected] Either party may change the address to which notices must be sent by providing notice of that change as provided in this paragraph.

15. PARAGRAPH HEADINGS.

Theparagraph headings contained herein areforconvenience andreference only and are not intended to define or limit the scope of this agreement.

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13 16. EXECUTION OF AGREEMENT.

ThisAgreement maybeexecuted inuplicate originals, eachbearingthe original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement.

WHEREFORE, theparties haveenteredthis Agreement on the date first written above.

CONTRACTOR CITYOFUKIAH
By: By:

Leonardo Martinez SageSangiacomo
Director ofLarge Loss CityManager
California Contractor' s License Number: 1036250
Department of Industrial Relations Registration Number: 1000040614 German

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14 EXHIBIT A SCOPE
The work is for any and all necessary cleaning and/or restoration services at 1350 Hastings Road, Ukiah, California, that are eligible expenses covered under Claim Number 002 059250 00.Q as approved by McLarens Insurance and the City of Ukiah. Any expenses not pre approved by McLarens Insurance and the City of Ukiah will be the sole responsibility of West Coast Fire and Water.

1 West Coast Fire and Water
5846 Live Oak Dr. # 1
Kelseyville, Ca 95451
Phone: 1(888)617-3786
Fax: 1(888)411-9985
Federal Employer Identification Number #90-0725162
service@westcoastfireandwater. com
Insured: City of Ukiah Home: ( 707) 463-6233
Property: 1350 Hastings Rd
Ukiah, CA 95482
Estimator: Leo Martinez Business: ( 707) 245- 7017
E- mail: lmartinez@westcoastfireandw
ater.com
Position: Director Of Large Loss
Company: West Coast Fire and Water
Business: 3001 South State St #5
Ukiah, CA 95482
Claim Number: Policy Number: Type of Loss:< NONE>
Date of Loss: Date Received:

Date Inspected: Date Entered: 5/14/ 2020 9:00 AM
Price List: CAUK8X_ SEP22
Restoration/ Service/ Remodel
Estimate: T&MPRICING

EXHIBIT B