Ukiah City Council
September 16, 2026

City Council
Regular Meeting
AGENDA
(to be held both at the physical and virtual locations below) Civic Center Council Chamber ♦ 300 Seminary Avenue ♦ Ukiah, CA 95482 To participate or view the virtual meeting, go to the following link: https://us06web.zoom.us/j/83116103897 Or you can call in using your telephone only:
• Call (toll free) 1-888-788-0099
• Enter the Access Code: 831 1610 3897
• To Raise Hand enter *9
• To Speak after being recognized: enter *6 to unmute yourself Alternatively, you may view the meeting (without participating) by clicking on the name of the meeting at www.cityofukiah.com/meetings.

September 16, 2026 - 5:15 PM

1. ROLL CALL

2. PLEDGE OF ALLEGIANCE

3. AB 2449 NOTIFICATIONS AND CONSIDERATIONS

4. PROCLAMATIONS/INTRODUCTIONS/PRESENTATIONS

4.a. Acknowledgments:
• September 15, 2026, as National Information Technology Professionals Day.

Recommended Action: Recognize acknowledgements.

Attachments:

1. September 16, 2026 Acknowledgements

4.b. Receive Presentation of Exceptional Employee Recognition Awards.

Recommended Action: Receive a presentation of the Exceptional Employee Recognition Awards.

Attachments: None

4.c. Proclamation Honoring David Rapport's 43 Years of Service to the City of Ukiah.

Recommended Action: Mayor and Councilmembers to issue a proclamation.

Attachments:

1. David Rapport Proclamation - Placeholder

5. PETITIONS AND COMMUNICATIONS

6. APPROVAL OF MINUTES

6.a. Approval of the Minutes for the September 2, 2026, Regular Meeting.

Recommended Action: Approve minutes for the September 2, 2026, Regular Meeting.

Attachments:

1. 2026-09-02 Draft Minutes

7. RIGHT TO APPEAL DECISION
Persons who are dissatisfied with a decision of the City Council may have the right to a review of that decision by a court. The City has adopted Section 1094.6 of the California Code of Civil Procedure, which generally limits to ninety days (90) the time within which the decision of the City Boards and Agencies may be judicially challenged.

8. CONSENT CALENDAR
The following items listed are considered routine and will be enacted by a single motion and roll call vote by the City Council.

Items may be removed from the Consent Calendar upon request of a Councilmember or a citizen in which event the item will be considered at the completion of all other items on the agenda. The motion by the City Council on the Consent Calendar will approve and make findings in accordance with Administrative Staff and/or Planning Commission recommendations.

8.a. Review and File Update to the Landfill Closure Financial Plan.

Recommended Action: Receive and file an update to the Landfill Closure Financial Plan.

Attachments:

1. 2016-03 CC Reso - Establishing Funding Closure

2. Ukiah LF - Closure Cost Estimate 2026

3. 2026 Landfill Inflation Factor Report

8.b. Consideration of Adoption of Resolution for the Approval of Amended and Restated Ukiah Valley Basin Groundwater Sustainability Agency (UVBGSA) Joint Powers Agreement and Technical Advisory Committee (TAC) Memorandum of Understanding for the UVBGSA.

Recommended Action: Adopt Resolution approving the Amended and Restated Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency (UVBGSA), approving the admission of the Ukiah Valley Water Authority (UVWA) as a member of the Agency, and authorizing the City Manager to execute the Amended and Restated Joint Powers Agreement and Technical Advisory Committee (TAC) Memorandum of Understanding and take all ministerial actions necessary to complete execution.

Attachments:

1. Proposed Resolution

2. UVBGSA Joint Powers Agreement

3. UVBGSA TAC MOU

8.c. Adoption of an Ordinance Amending Section 1166 of the Ukiah City Code Regarding Design Review Board Meetings, Rules, and Records.

Recommended Action: Adopt an ordinance amending Section 1166 of the Ukiah City Code regarding Design Review Board meetings, rules, and records.

Attachments:

1. Proposed Ordinance

8.d. Adoption of Resolution Amending the Appendix to the Conflict of Interest Code to Reflect a Current List of Economic Disclosure Filers.

Recommended Action: Adopt Resolution amending the appendix to the Conflict of Interest Code to reflect a current list of economic disclosure filers.

Attachments:

1. Exhibit A - redline

2. 45-day Notice

3. Proposed Resolution with Exhibit A - clean

8.e. Adoption of Resolution Approving an Application for Statewide Park Development and Community Revitalization Program Grant Funds for Development of a Wagenseller Neighborhood Park.

Recommended Action: Adopt a Resolution approving an application for Statewide Park Development and Community Revitalization Program grant funds for development of a Wagenseller neighborhood park.

Attachments:

1. Site Map for Wagenseller Park

2. Community Fact Finder Report

3. Proposed Resolution

8.f. Authorization for City Manager to Negotiate and Execute Lease Agreement with Ukiah Unified School District for the Use of District Property for a Community Tree Nursery.

Recommended Action: Authorize the City Manager to negotiate and execute the lease agreement with the Ukiah Unified School District for the use of district property for a Community Tree Nursery.

Attachments:

1. Community_Tree_Nursery_Lease_Final 09082026

8.g. Approval of Purchase of Server Room Cooling System for the Remodel of 501 South State Street from Harold Wells Associates, Inc. in the Amount of $81,782.72, and Corresponding Budget Amendment.

Recommended Action: Approve the purchase of Schneider Electric server room cooling equipment from Harold Wells Associates, Inc. in the amount of $81,782.72 for the Remodel of 501 South State Street, and approve a corresponding budget amendment.

Attachments:

1. HWA Quote

9. AUDIENCE COMMENTS ON NON-AGENDA ITEMS
The City Council welcomes input from the audience. If there is a matter of business on the agenda that you are interested in, you may address the Council when this matter is considered. If you wish to speak on a matter that is not on this agenda that is within the subject matter jurisdiction of the City Council, you may do so at this time. In order for everyone to be heard, please limit your comments to three (3) minutes per person and not more than ten (10) minutes per subject. The Brown Act regulations do not allow action to be taken on audience comments in which the subject is not listed on the agenda.

10. COUNCIL REPORTS

11. CITY MANAGER/CITY CLERK REPORTS

12. PUBLIC HEARINGS (5:30 PM)

13. UNFINISHED BUSINESS

13.a. Adoption of a Resolution Approving Award of an Emergency Contract with Diamond D Construction, LLC in the Amount of $148,580 for Landslide Mitigation Work at the Pressure Zone 1 Water Storage Tank and Approval of Corresponding Budget Amendment.

Recommended Action: Adopt resolution approving award of an emergency contract with Diamond D Construction, LLC in the amount of $148,580 for Landslide Mitigation Work at the Pressure Zone 1 water storage tank and approval of corresponding budget amendment.

Attachments:

1. PZ1 Expansion 2005-08-03 Council Staff Report

2. 10-15-25 Council Staff Report

3. ALC Proposal

4. DD Proposal

5. PZ1 Plan Spec Profile and Site Plan

6. Emergency Contract Mudslide Mitigation Water Tank Resolution

14. NEW BUSINESS

14.a. Receive Updates on City Council Committee and Ad Hoc Assignments, and, if Necessary, Consider Modifications to Assignments and/or the Creation/Elimination of Ad Hoc(s).

Recommended Action: Receive report(s). The Council will consider modifications to committee and ad hoc assignments along with the creation/elimination ad hoc(s).

Attachments:

1. 2026 City Council Special Assignments & Ad Hocs

15. CLOSED SESSION - CLOSED SESSION MAY BE HELD AT ANY TIME DURING THE MEETING

15.a. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(4))
Initiation of litigation (1 case)

15.b. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(2))
Significant exposure to litigation (1 case)

15.c. Conference with Legal Counsel – Existing Litigation (Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort v. City of Ukiah, Et Al; Case No. SCUK-CVPT-2018-70200

15.d. Conference with Legal Counsel – Existing Litigation (Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort, Inc v. City of Ukiah, et al.; Case No. 24-cv-07106-JSC

15.e. Conference with Legal Counsel - Existing Litigation (Government Code § 54956.9(1)(d))
City of Camden et al. v. 3 M Corporation (USDC South Carolina, Charleston Division) 2.23-cv03147, 03230

15.f. Conference with Legal Counsel - Existing Litigation (Government Code § 54956.9(1)(d))
Name of case: Kylle St. Pierre v. City of Ukiah, et al.; Case No. CV 26-07749

15.g. Conference with Real Property Negotiators
(Cal. Gov't Code Section 54956.8)
Property: APN Nos: 002-232-05 and 002-282-02
Negotiator: Sage Sangiacomo, City Manager
Negotiating Parties: Schafer
Under Negotiation: Price & Terms of Payment

16. ADJOURNMENT
Please be advised that the City needs to be notified 72 hours in advance of a meeting if any specific accommodations or interpreter services are needed in order for you to attend. The City complies with ADA requirements and will attempt to reasonably accommodate individuals with disabilities upon request. Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are available for public inspection at the front counter at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, CA 95482, during normal business hours, Monday through Friday, 8:00 am to 5:00 pm. Any handouts or presentation materials from the public must be submitted to the clerk 48 hours in advance of the meeting; for handouts, please include 10 copies.

I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the bulletin board at the main entrance of the City of Ukiah City Hall, located at 300 Seminary Avenue, Ukiah, California, not less than 72 hours prior to the meeting set forth on this agenda.

Kristine Lawler, City Clerk
Dated 9/11/26

Agenda Item No: 4.a.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1431

AGENDA SUMMARY REPORT
SUBJECT: Acknowledgments:
• September 15, 2026, as National Information Technology Professionals Day.

DEPARTMENT: City Clerk PREPARED BY: Araceli Sandoval, Deputy City Clerk PRESENTER: Mayor Sher
ATTACHMENTS:

1. September 16, 2026 Acknowledgements
Summary: City Council will recognize several important people, causes, and community observances through acknowledgements.

Background: While the City reserves formal proclamations for unique milestones and extraordinary achievements, acknowledgements allow the City to consistently recognize the many organizations, professions, cultures, and causes that strengthen the Ukiah community throughout the year.

Discussion: The City of Ukiah recognizes (Attachment 1):
• September 15, 2026, as National Information Technology Professionals Day, recognizing the IT professionals who keep our increasingly connected world running. From computers, networks and applications to servers, databases and cybersecurity, these often-unsung heroes solve complex problems, protect critical systems and provide innovative solutions that help organizations operate effectively. The day is an opportunity to thank IT professionals for their expertise and dedication, recognize their accomplishments, and appreciate the valuable insight they bring to both everyday operations and strategic decision-making.

The City of Ukiah extends its appreciation to all individuals contributing to these efforts and recognizes the many dedicated professionals whose behind-the-scenes work, commitment, and expertise strengthen and serve the community.

Recommended Action: Recognize acknowledgements.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: N/A GRANT: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Scott Shaver, IT Manager and Michael Hemry, IT Manager

STRATEGIC PLAN (SP): SP 3C - Instill diversity, equity, and inclusion as essential core elements of policymaking, accountability, and delivery of City services.

GENERAL PLAN ELEMENTS (GP): N/A

City Council Acknowledgements for September 16, 2026.

The City of Ukiah recognizes an important observance that acknowledges the expertise, dedication, and essential
contributions of IT professionals to our increasingly connected community.

The City recognizes September 15, 2026, as National IT
Professionals Day, recognizing the IT professionals who keep our increasingly connected world running. From computers, networks and applications to servers, databases and cybersecurity, these often-unsung professionals solve complex problems, protect critical systems and provide innovative solutions that help organizations operate effectively. This day provides an opportunity to thank IT professionals for their expertise and dedication, recognize their accomplishments, and appreciate the valuable insight they bring to everyday operations and strategic decisionmaking.

The City of Ukiah extends its appreciation to IT professionals for their expertise, dedication, and valuable contributions to the City and our community.

Recognized by the City Council of the City of Ukiah
September 16, 2026
Attachment 1

Agenda Item No: 4.b.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1421

AGENDA SUMMARY REPORT
SUBJECT: Receive Presentation of Exceptional Employee Recognition Awards.

DEPARTMENT: Human Resources /
Risk Management PREPARED BY: Tim Mitchell, H.R./Risk Manager Analyst PRESENTER: Department Directors, City Manager, and Mayor.

ATTACHMENTS:

None
Summary: The Mayor will present selected employees with Exceptional Employee Recognition awards.

Background: The City of Ukiah prioritizes the retention and attraction of outstanding employees and recognizes their role in our goal of providing exceptional customer service. The Exceptional Employee Program recognizes (through a nomination process) and awards those employees or teams of employees who have truly gone above and beyond. Once each quarter, nominations are considered from the categories of field crews, public safety, and administration.

Discussion: The recipients of the Exceptional Employee program for the third quarter of 2026 are as follows:

Chris Pittman and Jessica Foell, Dispatchers; and Tiffany Breece, Supervising Dispatcher; Police Department: On Friday, August 7, 2026, at approximately 10:35 a.m., Dispatch Supervisor Tiffany Breece received a call from a citizen reporting that an aircraft had crashed on N. Main Street between E. Smith Street and Norton Street. This unusual and rapidly developing incident immediately placed significant demands on the Communications Center. Newly trained Dispatcher Jessi Foell quickly demonstrated exceptional composure and initiative by starting a call for service, coordinating the response of a Community Services Officer, and adding additional units as the situation developed. Over the next 10 minutes, Jessi, along with Supervisor Tiffany Breece and Dispatcher Chris Pittman, fielded more than 25 calls from concerned citizens while simultaneously managing the increased radio traffic associated with the incident. As reports of power outages began coming in from throughout the area, the team recognized the need for proactive public communication and promptly issued a Nixle alert advising the community of the outages and anticipated traffic delays.

Throughout the incident, Communications personnel also assisted with contacting multiple City departments and other agencies to facilitate communication and coordinate the City's response. Although emergency situations vary, an aircraft crash is an extremely uncommon and high-pressure event, making this an exceptional training opportunity for a newly trained dispatcher. Jessi performed phenomenally under pressure, demonstrating sound judgment, initiative, and the ability to quickly adapt to an unprecedented situation.

Equally important, Chris and Supervisor Tiffany provided outstanding support by handling as many incoming and outgoing calls as possible, allowing Jessi to remain focused on the demanding radio traffic and rapidly changing requests. The teamwork, professionalism, and calm response demonstrated by all three employees exemplify the high level of service and dedication expected from the Ukiah Police Department Communications Division and make them highly deserving of recognition through the Exceptional Employee Award.

Lori Martin, Billing and Customer Service Manager; Barbara Babcock and Gina Haufler, Customer Service Team Leaders; and the Utility Billing Team; Finance Department: The Utility Billing team demonstrated exceptional dedication and teamwork during the Milsoft CIS implementations for both the Ukiah Valley Water Authority (UVWA) and Ukiah Valley Sanitation District (UVSD). Led by Lori, Gina, and Barbara, the team took on significant additional responsibilities while continuing to maintain daily utility billing and customer service operations. Their work included extensive system testing, troubleshooting, data validation, process development, and coordination with Milsoft and agency partners. Throughout two complex implementations, the team adapted to new processes, resolved challenges, supported one another, and remained focused on minimizing impacts to customers. Their collective effort, flexibility, and commitment went well beyond normal duties and exemplified outstanding public service. The team was asked to rise up and meet a significant challenge, outside their regular duties and responsibilities, and delivered for our citizenry.

Maria Ceja, Department Analyst; City Manager's Office: Maria consistently goes above and beyond to support employees throughout the organization. No task is too far outside the scope of her regular duties. She willingly steps in and stays until the job is done. Whether supporting the City Manager with a presentation, delivering refreshments for an extended meeting, staying late for a Diversity and Equity Committee event, responding to an "urgent" citizen engagement request after hours, or an early-morning creamer run to ensure everyone is properly caffeinated before 8 a.m., Maria brings a positive, service-oriented attitude. Her role in coordinating and organizing the City's many all-employee events throughout the year is priceless, as she often handles countless details behind the scenes. Her responsiveness, teamwork, and willingness to help wherever needed exemplify the City's Core values.

Daniel Davis and James Brown, Sr. IT Specialists; Finance Department: In September 2025, the Ukiah Police Department transitioned from an outdated CAD/RMS system to Sun Ridge Solutions’ RIMS platform.

Daniel Davis and James Brown demonstrated exceptional dedication throughout this major undertaking, helping build and configure the supporting IT infrastructure, coordinate connectivity with the Department of Justice, troubleshoot complex issues, test the new environment, and prepare a training room with mock workstations. As the go-live date approached, they worked extended hours and remained readily available to Police staff, helping ensure a successful transition with minimal disruption. Their technical skill and collaboration, supported by the efforts of the entire City IT Department, were instrumental to the project’s success and exemplify exceptional public service and teamwork.

Myles Fisette, Purchasing Manager; Finance Department: Myles Fisette consistently goes above and beyond in his role as Purchasing Manager, helping departments solve complex problems and keeping major City projects moving forward. During the City’s transition from Mitel to RingCentral, he played a vital role in coordinating purchasing, vendor requirements, departmental needs, and numerous administrative details.

Whenever challenges arose, he remained responsive and focused on finding practical solutions. His initiative, collaboration, experience, and sound judgment were invaluable to the successful implementation of the new phone system. This project and many other important City initiatives would not have been as successful without his support.

Recommended Action: Receive a presentation of the Exceptional Employee Recognition Awards.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: The City Manager's Office and Department Directors STRATEGIC PLAN (SP): SP 5C - Create, sustain, and advance a diverse and inclusive workplace and workforce that reflects, values, and celebrates the diverse community we serve.

GENERAL PLAN ELEMENTS (GP): N/A

Agenda Item No: 4.c.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1475

AGENDA SUMMARY REPORT
SUBJECT: Proclamation Honoring David Rapport's 43 Years of Service to the City of Ukiah.

DEPARTMENT: City Manager /
Admin PREPARED BY: Kristine Lawler, City Clerk
PRESENTER: Mayor Sher and Councilmembers
ATTACHMENTS:

1. David Rapport Proclamation
Summary: The Mayor and City Councilmembers will issue a proclamation honoring David Rapport for his 43 years of service as the City Attorney for the City of Ukiah.

Background: David Rapport has served as the City Attorney to the City of Ukiah for 43 years, guiding the City through decades of legal challenges, major projects, and significant changes in the community.

Discussion: The Mayor and City Councilmembers will be honoring David Rapport with a Proclamation (Attachment 1) for his service to the City of Ukiah as he enters his much deserved retirement.

Recommended Action: Mayor and Councilmembers to issue a proclamation.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Shannon Riley, Deputy City Manager
STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): N/A

HONORING DAVID RAPPORT
Upon His Retirement After 43 Years of Service to the City of Ukiah Whereas, for 43 years – since July 7, 1983, to be exact, David J. Rapport has served the City of Ukiah as City Attorney, providing legal advice, institutional memory, steady counsel, and, on more occasions than anyone can count, knowing where the legal land mines are buried - largely because he remembers when they were put there; and
Whereas, David has become the City's unofficial encyclopedia, legislative historian, case reporter, and searchable database - all without Wi-Fi - possessing the uncanny ability to recall the date a resolution was adopted decades ago, what it said, why it was adopted, who was involved, and quite possibly what everyone had for lunch that day; and
Whereas, during his tenure, David has helped guide the City through a remarkable collection of legal adventures - including some that are now known, at least for purposes of this proclamation, as "The Gravel Wars," "The House That Became a CEQA Case," "The Costco Case," "The Sewer Wars," "The Palace Hotel," "The Case of Measure Y," and "The Gun Range," - proving that municipal law is never, ever boring; and
Whereas, throughout those decades he has advised City Councils, boards, commissions, officers, and staff on the innumerable questions that arise when running a city - from the profound to the procedural to the occasional "Can we actually do that?"; and
Whereas, David's colleagues have benefited not only from his legal knowledge, but from his famously calm - and occasionally barely audible - delivery of phrases such as "I remember that," followed by a detailed account of an event that occurred before some of those colleagues were old enough to drive; and
Whereas, David has also mastered the municipal attorney's art of answering a seemingly simple question with a thorough and carefully qualified explanation in fluent legalese, after which staff have occasionally required a second meeting to translate the answer into English; and Whereas, David has demonstrated considerable resilience both professionally and personally, including recently surviving an encounter with his own roof - an event that we respectfully submit should serve as conclusive evidence that retirement projects are best undertaken from ground level; and Whereas, David will now have more time for his lovely wife, Charlotte, and their beloved dog, who have presumably been waiting patiently for the City of Ukiah to stop calling with just one more question; and
Whereas, while the City has prepared for the succession of the City Attorney's Office, there is no known succession plan for replacing four decades of dates, resolutions, ordinances, cases, agreements, institutional history, and assorted municipal trivia stored in David's head; and Whereas, David's extraordinary longevity, knowledge, diligence, and commitment to public service have left an enduring mark on the City of Ukiah and on generations of elected officials and employees fortunate enough to work with him.

Now, therefore be it proclaimed, that the City Council of the City of Ukiah hereby honors and thanks DAVID J. RAPPORT for 43 years of exceptional service, countless legal opinions, innumerable closed sessions, an astonishing memory, and for somehow making it through many cases, and everything else the City managed to send his way.

Be it further proclaimed, that David is hereby encouraged to enjoy a long and well-earned retirement; to spend more time with his wife, family, and beloved dog; to stay off the roof; and, when the telephone rings with a question about a resolution adopted in 1987, to exercise his newly acquired and absolute right not to answer it.

Congratulations, David – and thank you for 43 remarkable years.

Signed and sealed, this 16th day of September
in the year Two Thousand and Twenty-Six.
____________________________
Susan Sher, Mayor
Attachment 1

AGENDA ITEM 6a

CITY OF UKIAH

CITY COUNCIL MINUTES
Regular Meeting

CIVIC CENTER COUNCIL CHAMBERS
300 Seminary Avenue, Ukiah, CA 95482
Virtual Meeting Link: https://us06web.zoom.us/j/81403975423 September 2, 2026
5:15 p.m.

1. ROLL CALL
Ukiah City Council met at a Regular Meeting on September 2, 2026, having been legally noticed on August 28, 2026. The meeting was held in person and virtually at the following link:
https://us06web.zoom.us/j/81403975423. Mayor Sher called the meeting to order at 5:19 p.m. Roll was taken with the following Councilmembers Present: Douglas F. Crane, Mari Rodin, Heather Criss, Juan V. Orozco, and Susan Sher. Staff Present: Sage Sangiacomo, City Manager; David Rapport, City Attorney (present on the Dais for the beginning of the meeting); Darcy Vaughn, City Attorney (joined the Dais after the Oath of Office); and Araceli Sandoval, Deputy City Clerk.

MAYOR SHER PRESIDING.

2. PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Vice Mayor Orozco.

3. AB 2449 NOTIFICATIONS AND CONSIDERATIONS
There were no AB 2449 notifications or considerations.

4. PROCLAMATIONS/INTRODUCTIONS/PRESENTATIONS
a. Introduction and Oath of Office Ceremony of Newly Appointed City Attorney Darcy Vaughn.

Presenter: Sage Sangiacomo, City Manager.

Public Comment: Hafsa Stewart.

Deputy City Clerk, Araceli Sandoval, administered oath of office to newly appointed City Attorney Darcy Vaughn.

David Rapport stepped off the Dais and City Attorney Darcy Vaughn took a seat on the Dais. b. Acknowledgments.

Presenter: Mayor Sher.

Mayor Sher recognized:
• September 15 - October 15, 2026, as Hispanic Heritage Month.

Public Comment: Jackeline Orozco.

Recess 5:32 P.M. – 5:36 P.M.

City Council Minutes for September 2, 2026, Continued:

c. Presentation on the Ukiah Valley Golf Course 2026/2027 Capital Improvement Plan.

Presenter: Jake Burgess, Community Services Director.

No public comment was received.

A Powerpoint was received.
d. Community Services Summer Wrap Up.

Presenters: Marianne Aranda, Recreation Supervisor and Daniel Spence, Community Services Supervisor.

Public Comment: Janete Rosen.

A Powerpoint was received.
e. Presentation from Greater Ukiah Business and Tourism Alliance Regarding Activities and Events.

Presenters: Shannon Riley, Deputy City Manager and Katrina Kessen, Greater Ukiah Business and Tourism Alliance Director.

No public comment was received.

A Powerpoint was received.

5. PETITIONS AND COMMUNICATIONS
Deputy City Clerk, Araceli Sandoval, stated that all communications had been distributed.

6. APPROVAL OF MINUTES
a. Approval of the Minutes for the August 19, 2026, Regular Meeting.

Motion/Second: Crane/Criss to approve Minutes of August 19, 2026, a regular meeting, as submitted. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None. ABSTAIN: None.

7. RIGHT TO APPEAL DECISION
Mayor Sher read the right to appeal.

8. CONSENT CALENDAR
a. Approval of Construction Change Orders Totaling $380,732.29 for the Remodel of 501 South State Street, Specification No. 25-04, and a Corresponding Budget Amendment of $31,947.29 – Community Development.
b. Approval of Purchase of Two 2027 Ford Police Interceptor Utility Vehicles from Visalia Ford in the Amount of $126,488.69 – Police – Pulled by Mayor Sher and placed as Agenda Item 14d, to be heard before Agenda Item 14c.

Motion/Second: Rodin/Criss to approve Consent Calendar Item 8a. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None.

ABSTAIN: None.

9. AUDIENCE COMMENTS ON NON-AGENDA ITEMS

City Council Minutes for September 2, 2026, Continued:

Public Comment: Janete Rosen (check spelling) – Flock cameras; Thalia Olson – Flock cameras; Clementine (no surname given) – Flock cameras; Diann Lells – School Street; and Sabrina Williamson – Flock cameras.

10. COUNCIL REPORTS
Presenters: Councilmembers Rodin and Criss, and Mayor Sher.

11. CITY MANAGER/CITY CLERK REPORTS
Presenters: Sage Sangiacomo, City Manager; and
• Mendocino Council of Governments Housing Allocations Appeal Update – Sage Sangiacomo, City Manager and Craig Schlatter, Community Development Director. • Code Enforcement Division Activity Report – Craig Schlatter, Community Development Director.

12. PUBLIC HEARINGS (5:30 PM)
No public hearings were placed on the agenda.

13. UNFINISHED BUSINESS
a. Receive Report and Provide Direction Related to the Scope and Meeting Schedule of the Design Review Board with a Possible Introduction of an Ordinance by Title Only Amending Section 1166 of the Ukiah City Code.

Presenters: Kristine Lawler, City Clerk and Craig Schlatter, Community Development Director.

No public comment was received.

Motion/Second: Rodin/Crane to introduce an ordinance by title only. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None.

ABSTAIN: None.

Deputy City Clerk, Araceli Sandoval, read the following ordinance title into the record:

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING DIVISION 1, CHAPTER 3, ARTICLE 4B, SECTION 1166 OF THE UKIAH CITY CODE, PERTAINING TO MEETINGS; RULES; RECORD FOR THE DESIGN REVIEW BOARD
Motion/Second: Rodin/Crane to introduce an ordinance amending Section 1166 of the Ukiah City Code, adjusting the regular meeting schedule of the Design Review Board. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT:

None. ABSTAIN: None.

14. NEW BUSINESS
a. Consideration of Adoption of a Resolution Adopting the 2026 Multi-Jurisdictional Hazard Mitigation Plan for Mendocino County.

Presenter: Traci Boyl, Senior Management Analyst.

No public comment was received.

Motion/Second: Rodin/Crane to adopt a resolution (2026-62) adopting the 2026 Mendocino County Multi-Jurisdictional Hazard Mitigation Plan, including the City of Ukiah jurisdictional annex. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None.

ABSENT: None. ABSTAIN: None.

City Council Minutes for September 2, 2026, Continued:

b. Receive Updates on City Council Committee and Ad Hoc Assignments, and, if Necessary, Consider Modifications to Assignments and/or the Creation/Elimination of Ad Hoc(s).

Presenter: Mayor Sher and Councilmember Crane
No public comment was received.

Motion/Second: Crane/Criss to disband the Advance Planning and Policy for Annexation Applications Ad Hoc. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None. ABSTAIN: None.

Council consensus to hear agenda item 14d out of order. d. Approval of Purchase of Two 2027 Ford Police Interceptor Utility Vehicles from Visalia Ford in the Amount of $126,488.69 – From Consent Calendar Item 8b.

Presenters: Mayor Sher, Tom Corning, Police Chief, and Myles Fisette, Purchasing Manager.

No public comment was received.

Motion/Second: Criss/Crane to approve purchase (P.O. 49061) of two 2027 Ford Police Interceptor Utility Vehicles from Visalia Ford in the amount of $126,488.69. Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES: None. ABSENT: None. ABSTAIN:

None.

THE CITY COUNCIL ADJOURNED TO CLOSED SESSION AT 8:06 P.M.

THE CITY COUNCIL RECONVENED OPEN SESSION AT 8:44 P.M.
c. Adoption of Resolution Adopting the City of Ukiah Electric Utility's Facilities Physical Security Plan as Required by the California Public Utilities Commission (CPUC) Decision 19-01-018.

Presenter: Cindy Sauers, Electric Utility Director.

No public comment was received.

Motion/Second: Crane/Rodin to adopt a resolution (2026-63) adopting the City of Ukiah Electric Utility's Facilities Physical Security Plan and authorize the Electric Utility Director to transmit a notice to the California Public Utility Commission regarding the update within 30 days of Council approval.

Motion carried by the following roll call votes: AYES: Crane, Rodin, Criss, Orozco, and Sher. NOES:

None. ABSENT: None. ABSTAIN: None.

15. CLOSED SESSION
a. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(4))
Initiation of litigation (1 case)
b. Conference with Legal Counsel – Anticipated Litigation (Government Code Section 54956.9(d)(2))
Significant exposure to litigation (1 case)
c. Conference with Legal Counsel – Existing Litigation
(Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort v. City of Ukiah, Et Al; Case No. SCUK-CVPT-2018-70200

City Council Minutes for September 2, 2026, Continued:

d. Conference with Legal Counsel – Existing Litigation
(Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort, Inc v. City of Ukiah, et al.; Case No. 24-cv-07106-JSC e. Conference with Legal Counsel - Existing Litigation
(Government Code § 54956.9(1)(d))
City of Camden et al. v. 3 M Corporation (USDC South Carolina, Charleston Division) 2.23-cv03147, 03230 f. Conference with Legal Counsel – Existing Litigation
(Government Code Section 54956.9(d)(1))
Name of case: Kylle St. Pierre v. City of Ukiah, et al.; Case No. CV 26-07749 g. Threat to Public Services or Facilities
Consultation with: Cindy Sauers, Electric Utility Director No action reported; direction provided to Staff.

16. ADJOURNMENT
There being no further business, the meeting adjourned at 8:46 p.m. ________________________________
Araceli Sandoval
Deputy City Clerk

Agenda Item No: 8.a.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1307

AGENDA SUMMARY REPORT
SUBJECT: Review and File Update to the Landfill Closure Financial Plan.

DEPARTMENT: Finance PREPARED BY: Oliver MacDonald, Senior Accountant PRESENTER: Consent Calendar
ATTACHMENTS:

1. 2016-03 CC Reso - Establishing Funding Closure

2. Ukiah LF - Closure Cost Estimate 2026

3. 2026 Landfill Inflation Factor Report
Summary: The City Council will receive an update on the Financial Plan of 2016 to finance closure, postclosure maintenance, and a corrective action plan for the Ukiah Landfill.

Background: The City Council, at its regularly scheduled meeting of January 6, 2016, considered a strategy to provide funding for the ultimate closure, post-closure maintenance, and Corrective Action Plan (CAP) reserve of the Ukiah Landfill. The strategy was memorialized in City Council Resolution No. 2016-03 (Attachment 1). The Resolution directs the Finance Director to present to Council for consideration annually the condition of the financial plan, along with any recommended adjustments.

Discussion: In June 2026, a new estimate was developed for the cost of closure of the Ukiah Landfill. The new cost estimate is included in Attachment 2. The updated closure cost estimate is $21,136,385. In addition, estimated post-closure maintenance and corrective action costs have been adjusted using the annual inflationary index provided by CalRecycle. For 2026, the estimated post-closure maintenance cost is $9,000,385, and the estimated corrective action cost is $1,216,940.

The Finance Department, in coordination with Public Works and the City Manager's Office, will have a financing strategy prepared to meet this obligation in full, using a combination of reserves, cash inflows from surcharges collected at the transfer station, and potential new debt financing. The City is also exploring grant opportunities. The plan is anticipated to be ready for consideration by the Council when the closure project has cleared all remaining regulatory and legal delays and is ready for RFP development.

Detail of the calculations and the breakdown by the various categories of closure are included in Attachment 3.

Staff requests Council receive and file an update to the Landfill Closure Financial Plan.

Recommended Action: Receive and file an update to the Landfill Closure Financial Plan.

BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: N/A
CURRENT BUDGET AMOUNT: N/A
CURRENT BUDGET AMOUNT: N/A
REVENUE: No GRANT: No
CURRENT BUDGET AMOUNT: N/A

COORDINATED WITH: Tim Eriksen, Public Works Director/City Engineer; Dan Buffalo, Finance Director STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): GP-A5 - Environment and Sustainability Element.

1 1
1 RESOLUTION NO. 2016- 03

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH ESTABLISHING

FINANCIAL MECHANISM FOR FUNDING CLOSURE, POST - CLOSURE MAINTENANCE,

AND CORRECTIVE ACTION PLAN FOR CITY OF UKIAH SOLID WASTE DISPOSAL SITE WHEREAS:

1. The City of Ukiah solid waste disposal site ( "Landfill ") located at 3100 Vichy Springs Road, Mendocino County Assessor Parcel No. 178- 130 -01), consisting of a landfill footprint of approximately 40 acres, ceased operations and accepting solid waste in September 2001; and

2. Since September 2001, the City has maintained the Landfill, including monitoring wells surrounding the perimeter of the property and a leachate collection system that captures and disposes of leachate through the City' s sewer system; and

3. Under applicable provisions of the California Public Resources Code and in Title 27 of the California Code of Regulations ( "CCR "), the City is required to adopt a plan for the closure, post - closure maintenance, and corrective actions required for the Landfill; and

4. Pursuant to 27 CCR 21180( a), the City must provide post - closure maintenance and a corrective action plan reserve ( "CAP ") for a thirty -year period after closure; and

5. The cash collected by the City to provide for Closure, Post - Closure Maintenance, and the CAP reserve are reflected in the City' s financial statements as a net position of the disposal site proprietary fund; and

6. The City is scheduled to complete the closure of the landfill ( "Closure ") in accordance with its approved closure plan in 2016; and

7. Recently, new and more costly regulatory requirements relating to Closure have been imposed by the California state agencies with jurisdiction over the Closure. These additional requirements, including installation of a methane gas collection system, would have been imposed, even if the Closure had occurred prior to the imposition of these new requirements; and

8. The most recent engineer's estimates for Closure, including the gas collection system and other additional requirements, indicate that the net proprietary fund for the Landfill is not sufficient to cover all of the costs of Closure, Post - Closure Maintenance, and to establish a CAP reserve; and

9. The City must provide the funding for Closure, Post - Closure Maintenance, and the CAP reserve; and

10. On January 1, 2017, pursuant to the Amended and Restated Transfer Station Agreement Transfer Station Agreement ") between the City of Ukiah and Solid Waste Systems, Inc.

SWS "), dated December 12, 2011, the City is entitled to acquire legal title to the Transfer Station (Transfer Station) located at 3151 Taylor Drive, Ukiah, California, and the City and SWS are obligated to enter a lease under which SWS will continue to operate the transfer station and pay rent ( "Transfer Station Rent ") to the City for the use of the Transfer Station; and 1 Attachment 1

10. Dedicating Transfer Station Rent to fund Closure, Post - Closure Maintenance, and the Cap Reserve as further provided herein will provide a source of revenue to fund those obligations which exceed the disposal site proprietary fund; and

11. Commencing on January 1, 2012, the City adopted a City Surcharge on the Gate Fee at the Transfer Station ( " Surcharge ") to provide a source of revenue in the Landfill /Solid Waste Enterprise Fund for Closure and Post - Closure Maintenance, and the CAP reserve. The Surcharge is currently $ 2. 00 per ton of Solid Waste received at the Transfer Station. The Surcharge is collected by SWS and remitted to the City, where it is recorded as revenue in the Landfill /Solid Waste Enterprise Fund as Closure and Post - Closure Reserve; and

12. Committing the Surcharge at its current level or any future level approved by the City Council will stabilize the Landfill /Solid Waste Enterprise Fund, provide a dedicated source of revenue to comply with the City' s Closure and Post - Closure Maintenance costs, and the establishment and replenishment of the Cap Reserve; and

13. The combination of the disposal site proprietary fund, Transfer Station Rent, and the Surcharge will provide adequate funding for City' s Closure and Post - Closure Maintenance costs, and the establishment and replenishment of the Cap Reserve, provided however, that an increase in the Surcharge may be necessary once the final Closure costs and the method of financing the City' s obligations is determined;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Ukiah as follows:

1. Transfer Station Rent is hereby committed to any unfunded Closure costs, Post - Closure Maintenance costs, and the establishment and replenishment of the CAP reserve.

2. There is hereby established a Transfer Station Rents Special Revenue Fund ( Special Revenue Fund) for all Transfer Station Rent revenue which fund is established and dedicated to pay for any Closure costs, Post - Closure Maintenance costs, and the establishment and replenishment of the CAP reserve.

3. Revenue recorded in the Special Reserve Fund shall be given first preference over other revenue sources, other than grants, in funding Closure and Post - Closure Maintenance expenses and CAP reserve requirements that are not funded by the disposal site proprietary fund.

4. Any Closure and Post - Closure Maintenance expenses and CAP reserve requirements not funded by grants, the disposal site proprietary fund, and the Special Revenue Fund shall be funded by the Surcharge.

5. The City Finance Director is hereby directed to prepare for City Council the approval a Financial Plan ( Plan) to extinguish in fifteen years the estimated unfunded Closure and thirty - year Post - Closure Maintenance costs, and the CAP reserve requirements, and present the Surcharge to be applied to the Transfer Station Gate Fee commencing on January 1, 2017. The revised Surcharge shall be submitted to the City Council for approval no later than October 2016. Thereafter, in September of each year, the City Finance Director shall prepare an update of the Plan to fund Closure, Post - Closure Maintenance, and CAP requirements. Any recommended increase or decrease in the Surcharge resulting from the annual update of the Plan shall be presented to the City Council for approval in October, and if approved, will be applied to the Transfer Station Gate Fee immediately following January 1st. 2 1
1 1
Attachment 1

1 1
1 PASSED AND ADOPTED this 6th day of January 2016, by the following roll call vote:

AYES: Councilmember Crane, Mulheren, Doble, Brown, and Scalmanini.

NOES: None
ABSTAIN: None
ABSENT: None
ATTEST:

Kristine Lawler, City Clerk
Stephen G. Scalmanini, Mayor
Attachment 1

FINAL CLOSURE CONSTRUCTION COST ESTIMATE

CITY OF UKIAH LANDFILL FINAL CLOSURE CONSTRUCTION COST ESTIMATE The objective is to determine the estimated total cost of closure activities at the City of Ukiah Landfill. Costs are based on the plans prepared by EBA Engineering titled: Construction Drawings for City of Ukiah Landfill Final Closure Construction. Individual cost items were determined as bid items for the construction contract and include:
• Miscellaneous items for mobilization, removal, adjustments, and demolition; • Final cover items;
• Drainage system items;
• Access road items;
• Landfill gas extraction system items;
• Landfill leachate collection system modification items; • Revegetation; and
• Signage
In addition, costs are provided for design support engineering services during construction and construction quality assurance (CQA) during construction that includes inspections, testing, and reporting. It should be noted that, consistent with previous submittals, the updated closure cost estimate does not include the acquisition of a flare for the landfill gas extraction system as it has been purchased separately by the City of Ukiah (City).

References used to estimate construction costs included the following:
• Current construction costs for actual or similar items of similar size and/or physical configuration as determined by a third-party professional estimator (i.e., Independent Cost Estimate). Supporting documentation for this approach is enclosed herein as Attachment 1.
• Contractor bids and contracts for previous landfill closure projects that have recently been completed, adjusted for inflation. These previously completed landfill closure projects were all subject to the prevailing wage requirements. • Manufacturers and suppliers/installers information for specialized items such as the Engineered Turf product for material and installation costs. • General Prevailing Wage Determination Made by the Department of Industrial Relations Pursuant to California Labor Code Part 7, Chapter 1, Article 2, Section 1770, 1773, and 1773.1, current edition.
• Labor Surcharge and Equipment Rental Rates, State of California Business, Transportation, and Housing Agency, Department of Transportation Division of Construction, Effective April 1, 2026 through March 31, 2027. • Discussions with local contractors and suppliers for actual material and installation costs.

The following tables present a summary of the final closure costs, a breakdown of individual cost items (bid items) including reference footnotes for each cost item, a breakdown of the Attachment 2

FINAL CLOSURE CONSTRUCTION COST ESTIMATE
inspection, testing, reporting, and design support engineering costs during construction (CQA), and the applicable Prevailing Wage and Labor Surcharge and Equipment Rental Rate tables.

For those cost items where previous contractor costs were not available or not applicable, unit costs were determined by estimating the production rate, labor, and equipment that would be needed and applying the prevailing wage rates and the labor surcharge and equipment rental rates referenced above. The worksheets for these items are included.

PROJECT DESCRIPTION
The information presented herein provides an itemized breakdown of costs to implement the final closure construction activities summarized in the Construction Drawings for the Final Closure of the City of Ukiah Landfill
PREPARED BY: EBA Engineering (June 2026)

GENERAL SITE INFORMATION
Name of Solid Waste Landfill: City of Ukiah Landfill
Solid Waste Facilities Permit No.: 23-AA-0019
Facility Operator: City of Ukiah, Department of Public Works Site Owner: City of Ukiah, Department of Public Works
Site Location (CA coordinates, township & range or SE 1/4, Section 10 longitude/latitude, preferred) Township 15 North, Range 12 West Assessors Parcel Number: 178-130-010
Site Address : 3100 Vichy Springs Road
Ukiah, CA

FINAL CLOSURE COSTS

1. Final Closure Costs
a. Miscellaneous - Mobilization, Removal, Adjustment, Demolition 927,672 $ See Cost Estimate Worksheet - Items 1-10, 13, 14, and 91 b. Final Cover 12,241,421 $ See Cost Estimate Worksheet - Items 15-20 and 47-55 c. Drainage Facilities 971,486 $ See Cost Estimate Worksheet - Items 29-45 d. Access Roads 576,026 $ See Cost Estimate Worksheet - Items 21-28 e. Landfill Gas Extraction System 1,763,599 $ See Cost Estimate Worksheet - Items 58-85 f. Landfill Leachate Collection System Modifications 193,885 $ See Cost Estimate Worksheet - Items 86-90 g. Revegetation 212,671 $ See Cost Estimate Worksheet - Item 56 h. Signage 4,550 $ See Cost Estimate Worksheet -Items 11 and 12 Contractor Bid Subtotal $ 16,891,310

2. Design Support Engineering 19,332 $

3. Construction Quality Assurance for Closure Construction 703,013 $

4. Landfill Structure Removal - $ Included in Above

5. Groundwater Monitoring Installations - $ None

6. Security - $ Included in Above
Final Closure Subtotal $ 17,613,655
Final Closure Subtotal 20% Contingency $ 3,522,731
TOTAL FINAL CLOSURE 21,136,385 $

FINAL CLOSURE COST ESTIMATE WORKSHEET

CITY OF UKIAH LANDFILL

ITEM UNIT SOURCE TOTAL
No. PRICE (Footnote) PRICE
1 Mobilization LS 750,000.00 $ 1 1 750,000 $
2 Adjust Existing Leachate Wells to Grade EA 3,210.00 $ 2 2 6,420 $ 3 Remove Existing CMP/HDPE Downdrains & Drain Inlets/Outlets LS $ 70,000.00 1 1 $ 70,000 4 Remove Existing Leachate Piping LS 3,410.00 $ 2 1 3,410 $ 5 Adjust Existing Leachate Manholes To Grade EA 1,520.00 $ 2 5 7,600 $ 6 Remove/Replace Existing Gas Vault Boxes EA 1,750.00 $ 2 7 12,250 $ 7 Adjust Existing Gas Vault Boxes to Grade EA 1,050.00 $ 2 10 10,500 $ 8 Adjust Existing Air Release Valves and Covers to Grade EA 490.00 $ 2 3 1,470 $ 9 Remove/Replace Entrance Gate and Fence LS 4,980.00 $ 2 1 4,980 $ 10 Scale House Demolition LS 2,730.00 $ 2 1 2,730 $
11 Perimeter Signage EA 180.00 $ 2 16 2,880 $
12 Entrance Sign EA 1,670.00 $ 2 1 1,670 $
13 Off-Site Disposal of Debris LS 165.00 $ 3 75 12,375 $ 14 Groundwater Monitoring Well Bollards SET 2,090.00 $ 2 2 4,180 $ 15 Clearing and Grubbing AC 4,965.64 $ 1 56.1 278,760 $ 16 Refuse Excavation and Relocation CY 17.81 $ 1 6,672 118,823 $ 17 Refuse Disposal TON 50.66 $ 1 75 3,800 $
18 Subgrade Preparation SF 0.21 $ 1 1,878,239 387,303 $ 19 Fill (Refuse Excavation Interim Cover Soils) CY 17.72 $ 1 5,586 98,986 $ 20 Fill (Foundation Layer and Engineered Fill) CY 13.76 $ 1 137,253 1,888,580 $ 21 Type I Access Roads SF 3.59 $ 1 59,090 211,845 $
22 Type II Access Roads SF 3.59 $ 1 3,250 11,652 $
23 Type III Access Roads SF 4.51 $ 1 6,357 28,643 $
24 Type IV Access Roads SF 4.51 $ 1 7,920 35,685 $
25 Type V Access Roads SF 3.59 $ 1 56,025 200,856 $
26 Type VI Access Roads SF 4.51 $ 1 4,355 19,622 $
27 Type VII Access Roads SF 4.51 $ 1 6,597 29,724 $
28 Gabion Retention Structure CY 949.96 $ 1 40 37,998 $ 29 Concrete Drain Inlets (3' x 3') EA 3,682.00 $ 1 5 18,410 $ 30 Concrete Drain Inlets (4' x 4') EA 5,815.52 $ 1 2 11,631 $ 31 30" CMP Drain Inlets EA 8,444.11 $ 1 6 50,665 $
32 18" CMP Drain Pipe (Above Ground) LF 99.52 $ 1 631 62,796 $ 33 18" CMP Drain Pipe (Buried) LF 107.78 $ 1 566 61,005 $ 34 18" HDPE Drain Pipe (Buried) LF 121.67 $ 1 258 31,390 $ 35 Sedimentation Basin Outlets EA 29,554.39 $ 1 3 88,663 $ 36 Side Slope Drainage Channel Grading LF 17.73 $ 1 2,799 49,634 $ 37 Type I Swales LF 13.93 $ 1 753 10,491 $
38 Type II Swales LF 22.80 $ 1 887 20,223 $
39 Type III Swales LF 39.27 $ 1 5,937 233,117 $
40 Type IV Swales LF 16.38 $ 1 1,478 24,205 $
41 Type V Swales LF 45.43 $ 1 4,435 201,466 $
42 Type VI Swales LF 49.86 $ 1 155 7,728 $
43 Loose Rock Riprap Outlets EA 3,377.64 $ 1 3 10,133 $ 44 Grouted Rock Riprap Outfalls EA 6,333.08 $ 1 4 25,332 $ 45 ClosureTurf Discharge Outlets to Creek EA 10,766.24 $ 1 6 64,597 $ 46 Erosion Control (Straw and Jute Netting) SF 0.32 $ 1 295,043 93,987 $ 47 Geomembrane Surficial Collection Strips LF 12.10 $ 1 12,092 146,267 $ 48 ClosureTurf EasyFlo Gas Collectors EA 1,500.00 $ 4 64 96,000 $ 49 Engineered Turf with Geomembrane SF 4.41 $ 1 1,878,239 8,290,484 $ 50 Sand Ballast Infill SF 0.11 $ 1 1,798,742 205,048 $
51 HydroBinder Infill SF 2.85 $ 1 54,268 154,658 $
52 Rock Ballast for Bench Flowline Segments SF 3.01 $ 1 78,564 236,337 $ 53 Engineered Turf/Geomembrane Anchor Trench LF 30.40 $ 1 8,363 254,225 $ 54 Water Release Vents EA 650.00 $ 4 71 46,150 $
55 Additional ClosureTurf Pressure Relief Valves EA 2,250.00 $ 4 16 36,000 $ 56 Seeding and Fertilizing AC 6,878.34 $ 1 9.0 61,687 $ 57 Temporary Erosion and Sediment Controls LS 56,997.75 $ 1 1 56,998 $ 58 Flare Station Concrete Slabs CY 1,329.95 $ 1 19 25,269 $ 59 LFG Extraction Wells VLF 196.33 $ 1 1,055 207,123 $
60 Prefabricated Wellhead Assemblies EA 820.00 $ 4 20 16,400 $

ENGINEER'S COST ESTIMATE

FINAL CLOSURE CONSTRUCTION

CITY OF UKIAH LANDFILL

ITEM UNIT QTY
JUNE 2026

ITEM UNIT SOURCE TOTAL
No. PRICE (Footnote) PRICE

ENGINEER'S COST ESTIMATE

FINAL CLOSURE CONSTRUCTION

CITY OF UKIAH LANDFILL

ITEM UNIT QTY
JUNE 2026
61 Additional Borehole Setup EA 886.63 $ 1 3 2,660 $
62 Borehole Abandonment VLF 50.66 $ 1 100 5,066 $
63 8" PVC Pipe and Fittings LF 45.74 $ 1 8,894 406,799 $ 64 6" PVC Pipe and Fittings LF 39.41 $ 1 280 11,035 $
65 4" PVC Pipe and Fittings LF 34.77 $ 1 2,809 97,661 $ 66 8" Isolation Valves EA 3,229.87 $ 1 13 41,988 $
67 8" Flexible Couplings EA 310.00 $ 2 59 18,290 $
68 6" Flexible Couplings EA 260.00 $ 2 1 260 $
69 4" Flexible Couplings EA 200.00 $ 2 20 4,000 $
70 Vacuum/Sample Test Ports EA 50.00 $ 2 13 650 $
71 Wood Pipe Supports EA 50.00 $ 2 59 2,950 $
72 Concrete Pipe Anchors EA 120.00 $ 2 180 21,600 $
73 Strap Type Pipe Anchors EA 63.00 $ 4 95 5,985 $
74 Metal Frame Pipe Supports - Within Waste Boundary EA 310.00 $ 2 67 20,770 $ 75 Metal Frame Pipe Supports - Outside Waste Boundary EA 200.00 $ 2 11 2,200 $ 76 Road Crossing - Type 1 EA 15,199.40 $ 1 15 227,991 $ 77 Road Crossing - Type 2 EA 22,799.10 $ 1 1 22,799 $
78 Road Crossing - Type 3 EA 31,665.41 $ 1 1 31,665 $
79 Condensate Drain Piping LF 120.33 $ 1 2,117 254,736 $ 80 Condensate Drop Outs EA 12,032.86 $ 1 14 168,460 $
81 Condensate Discharge Points EA 6,333.08 $ 1 5 31,665 $ 82 Flare Station Assembly LS 28,000.00 $ 1 1 28,000 $
83 Flare Station Security Fence LF 101.33 $ 1 204 20,671 $ 84 Flare Station Aggregate Base SF 5.07 $ 1 13,403 67,906 $ 85 Electrical and Cable Feed LS 19,000.00 $ 1 1 19,000 $ 86 12" Leachate Collection Piping LF 278.66 $ 1 149 41,520 $ 87 6" Leachate Collection Piping LF 158.33 $ 1 44 6,966 $ 88 Concrete Junction Boxes EA 10,132.93 $ 1 3 30,399 $
89 Leachate Sediment Chamber/Wet Well Lining LS 5,000.00 $ 4 1 5,000 $ 90 Leachate Underground Storage Tank (UST) LS 110,000.00 $ 1 1 110,000 $ 91 Excavation CY 13.93 $ 1 2,997 41,757 $
TOTAL $16,891,310
LS Lump Sum EA Each
CY Cubic Yard PVC Polyvinyl Chloride
AC Acre HPDE High-Density Polyethylene
SF Square Feet LFG Landfill Gas
LF Linear Feet UST Underground Storage Tank
VLF Vertical Linear Feet
1 Based on current construction costs for actual or similar item of similar size and/or physical configuration as determined by a third-party professional estimator. See Attachment 1 for supporting documentation.
2 Estimate based on prevailing wage rates and equipment rental rates with estimated production rate, labor and equipment. See worksheet for item.
3 Estimate based on actual cost as verified with provider. 4 This is a specialized item and the unit cost is based on the manufacture's/installer's cost estimate that is from actual construction at similar sites.

SOURCE (FOOTNOTES)

Attachment
3

Agenda Item No: 8.b.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1422

AGENDA SUMMARY REPORT
SUBJECT: Consideration of Adoption of Resolution for the Approval of Amended and Restated Ukiah Valley Basin Groundwater Sustainability Agency (UVBGSA) Joint Powers Agreement and Technical Advisory Committee (TAC) Memorandum of Understanding for the UVBGSA.

DEPARTMENT: City Manager /
Admin PREPARED BY: Maya Simerson, Senior Management Analyst PRESENTER: Maya Simerson, UVBGSA General Manager
ATTACHMENTS:

1. Proposed Resolution

2. UVBGSA Joint Powers Agreement

3. UVBGSA TAC MOU
Summary: The Ukiah City Council is being asked to approve the updated agreements that establish the Ukiah Valley Basin Groundwater Sustainability Agency’s current membership, governance structure, and Technical Advisory Committee framework, including the admission of the Ukiah Valley Water Authority as a member.

Background: The Ukiah Valley Basin Groundwater Sustainability Agency (UVBGSA) was established through a Joint Powers Agreement (JPA) effective May 10, 2017, among the County of Mendocino, City of Ukiah, Russian River Flood Control and Water Conservation Improvement District (RRFC), and Upper Russian River Water Agency (URRWA). The Basin is a medium-priority basin under the Sustainable Groundwater Management Act (SGMA), and the UVBGSA serves as the Groundwater Sustainability Agency for the Ukiah Valley Basin.

The UVBGSA's Groundwater Sustainability Plan (GSP) was approved by the California Department of Water Resources (DWR) on July 27, 2023. The member agencies have continued to operate under the original JPA while gaining experience with governance, administration, groundwater management, and implementation of the GSP.

The Upper Russian River Watershed Authority withdrew from the JPA effective July 7, 2025. The Ukiah Valley Water Authority (UVWA) is eligible and desires to become a member of the UVBGSA. The original JPA requires amendments to be in writing and signed by all Members and requires unanimous consent for admission of a new member. The proposed Amended and Restated JPA therefore updates the governing agreement and replaces the former membership structure with UVWA as a member.

Discussion: The four member agencies are being asked to take coordinated action on three related documents: (1) a resolution approving the Amended and Restated JPA (Attachment 1), (2) the Amended and Restated JPA (Attachment 2); and (3) the Technical Advisory Committee Memorandum of Understanding (MOU) (Attachment 3). The documents are intended to be executed by the required parties so that the updated governance structure can become effective as soon as possible.

1. Resolution (Attachment 1): The attached resolution is intended to provide each member agency's formal approval of the Amended and Restated JPA and authorization for execution of the governing documents. The resolution also authorizes the appropriate official to execute the documents and take ministerial actions

necessary to complete the transaction.

2. Amended and Restated Joint Powers Agreement (Attachment 2): The proposed Amended and Restated JPA supersedes the original 2017 JPA in its entirety upon its effective date. The revised agreement reflects the current membership and provides an updated framework for operation of the UVBGSA.

3. Technical Advisory Committee Memorandum of Understanding (Attachment 3): The TAC MOU establishes the structure and operating framework for the UVBGSA Technical Advisory Committee. The TAC is intended to provide technical information and recommendations to the Board regarding groundwater management policies and programs and the interaction between groundwater and surface water.

The JPA will become effective after it has been approved and executed by all required member agencies.

Following approval by each governing body, the executed documents should be returned to UVBGSA for compilation of the fully executed agreements. Each Member will ultimately receive an executed counterpart of the JPA.

Staff requests Council adopt the Resolution approving the Amended and Restated Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency (UVBGSA), approving the admission of the Ukiah Valley Water Authority (UVWA) as a member of the Agency, and authorizing the City Manager to execute the Amended and Restated Joint Powers Agreement and Technical Advisory Committee (TAC) Memorandum of Understanding and take all ministerial actions necessary to complete execution.

Recommended Action: Adopt Resolution approving the Amended and Restated Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency (UVBGSA), approving the admission of the Ukiah Valley Water Authority (UVWA) as a member of the Agency, and authorizing the City Manager to execute the Amended and Restated Joint Powers Agreement and Technical Advisory Committee (TAC) Memorandum of Understanding and take all ministerial actions necessary to complete execution.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Ukiah Valley Basin Groundwater Sustainability Agency STRATEGIC PLAN (SP): SP 1C - Encourage and support an environmentally sustainable and resilient community by embracing new technology, setting policy, and evaluating critical infrastructure.

GENERAL PLAN ELEMENTS (GP): GP-A5 - Environment and Sustainability Element.

RESOLUTION NO. 2026-___

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING THE AMENDED AND

RESTATED JOINT POWERS AGREEMENT OF THE UKIAH VALLEY BASIN GROUNDWATER

SUSTAINABILITY AGENCY
WHEREAS, City of Ukiah is duly organized and existing under the laws of the State of California (“Agency”); and
WHEREAS, the Joint Exercise of Powers Act, Government Code section 6500 et seq., authorized two or more public agencies, by agreement, to jointly exercise any power common to the contracting agencies; and
WHEREAS, the County of Mendocino, City of Ukiah, Russian River Flood Control and Water Conservation Improvement District, and Upper Russian River Water Agency entered into the Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, effective May 10, 2017 (“Original Agreement”); and
WHEREAS, the Original Agreement established the Ukiah Valley Basin Groundwater Sustainability Agency (“UVBGSA”) as a separate public agency to serve as the groundwater sustainability agency for the Ukiah Valley Groundwater Basin and to exercise the powers authorized by the Sustainable Groundwater Management Act; and
WHEREAS, the Agency is a member agency of the UVBGSA and a party to the Original Agreement; and WHEREAS, the Ukiah Valley Water Authority is eligible to become a Member of the UVBGSA and desires to enter into the Amended and Restated Agreement as a member and party thereto; and WHEREAS, the Upper Russian River Water Agency submitted written notice of its withdrawal from the UVBGSA, effective July 7, 2025; and
WHEREAS, the UVBGSA and its member agencies desire to amend and restate the Original Agreement to reflect the withdrawal of the Upper Russian River Water Agency, the addition of the Ukiah Valley Water Authority as a member, the UVBGSA’s operational and fiscal experience, current governance procedures, and other updates concerning the administration and operation of the UVBGSA; and WHEREAS, Article 18.4 of the Original Agreement provides that an amendment must be set forth in writing and signed by all Members before it becomes operative or valid; and WHEREAS, Article 6.2 of the Original Agreement provides that an additional public agency may become a member agency of the UVBGSA upon the unanimous consent of the existing Members, evidenced by a written amendment signed by all existing member agencies and the additional public agency; and WHEREAS, on August 13, 2026, the UVBGSA Board of Directors adopted Resolution No. 2026-03 approving the proposed Amended and Restated Joint Powers Agreement (“Amended and Restated Agreement”) and directing UVBGSA staff to transmit it to the Members for consideration and approval by their respective governing bodies; and
ATTACHMENT 1

WHEREAS, a tracked changes version of the Amended and Restated Agreement is attached as Exhibit A, and a clean version of the Amended and Restated Agreement is attached to this Resolution as Exhibit B, each of which are incorporated herein by this reference; and WHEREAS, the Agency has reviewed the Amended and Restated Agreement and desires to approve and authorize its execution on behalf of the Agency.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah as follows:

1. All recitals are true and correct.

2. The City Council of the City of Ukiah hereby approves the Amended and Restated Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, substantially in the form attached hereto as Exhibit B.

3. The City Council of the City of Ukiah further approves the Ukiah Valley Water Authority’s admission to and participation in the UVBGSA as a member agency and consents to the Ukiah Valley Water Authority becoming a party to the Amended and Restated Agreement.

4. The City Manager is hereby authorized and directed to execute the Amended and Restated Agreement on behalf of the Agency.

The City Manager is further authorized to approve and execute any nonmaterial revisions to the Amended and Restated Agreement that: (i) are approved as to form by Agency counsel; (ii) are necessary to conform the execution copies approved by the other member agencies; and (iii) do not materially alter the rights or obligations of the Agency.

5. The City Manager, agency counsel, and other appropriate officers and employees of the Agency are authorized and directed to execute any additional documents and take any ministerial actions reasonably necessary to carry out the purposes of this Resolution and implement the Amended and Restated Agreement.

6. The City Council of the City of Ukiah finds that its approval and authorization of the Amended and Restated Agreement is not a “project” subject to the California Environmental Quality Act pursuant to CEQA Guidelines section 15378(b)(5), because the action constitutes an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment.

7. The approval granted by this Resolution shall be effective immediately. The Amended and Restated Agreement shall become effective in accordance with its terms after it has been approved and executed by all required member agencies.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Ukiah on September 16, 2026, by the following vote on roll call:

AYES:

NOES:

ABSTAIN:

ABSENT:

________________________________
Susan Sher, Mayor
ATTEST:
_______________________________
Araceli Sandoval, Deputy City Clerk

Amended and Restated
Joint Powers Agreement Forming of the Ukiah Valley Basin Groundwater Sustainability Agency
This Amended and Restated Joint Powers Agreement ("Agreement") is made and entered into by and among the Russian River Flood Control and Water Conservation Improvement District ("RRFC"), a California special district, and the Upper Russian River Water Agency, that is replaced by the Ukiah Valley Water Authority (“UVWA”),, a joint powers authority, per this Amended and Restated Agreement, both of which are California special district;s, the City of Ukiah, a municipal corporation;, and the County of Mendocino, a political subdivision of the State of California; and the Russian River Flood Control and Water Conservation Improvement District (“RRFC”),, which are together referred to herein individually as a "Member" and collectively as "Members," under which the Members agree for the purposes of forming a joint powers agency, to be known as the Ukiah Valley Basin Groundwater Sustainability Agency, to serve asjointly exercise the powers of the Ukiah Valley Basin the Groundwater Sustainability Agency in the Ukiah Valley basin. This Amended and Restated Agreement takes effect when the last Member executes it on the following signature pagesshall be effective as of January 1, 2027.

Recitals
A. The Agency was formed pursuant to the original Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, effective May 10, 2017.

B. The Agency’s Members have determined that the original Joint Powers Agreement should be amended and restated in its entirety to reflect gained operational experience and current governance procedures.

C. The Agency’s Members have further determined that the original Joint Powers Agreement should be amended and restated in its entirety to reflect the voluntary withdrawal of the Upper Russian River Water Agency as a Member, effective July 7, 2025, including the addition of the Ukiah Valley Water Authority as a new Member.

A.D. Each of the Members is a local agency, as defined by the Sustainable Groundwater Management Act of 2014 (Division 2, Part 2.74 (commencing with §10720), Part 5 (commencing with § Section4999), Part 5.1 (commencing with §Section 51005 I 00) and Partti 5.2 (commencing with § Section5200) of the California Water Code Section et seq.; "SGMA"), duly organized and existing under, and by virtue, of the laws of the State of California, and each Member has water supply, water management or land use responsibilities within the Ukiah Valley groundwater basin. B.E. SGMA seeks to provide sustainable management of groundwater basins, enhance local management of groundwater, establish minimum standards for sustainable groundwater management, and provide local groundwater agencies with the authority and the technical and financial assistance necessary to sustainably manage groundwater.

C.F. Section 10720.7 I 0720.7 of SGMA requires all basins designated as high or medium priority basins by the Department of Water Resources ("DWR") in its Bulletin 118 be managed under groundwater sustainability plans, or coordinated groundwater sustainability, plans pursuant to SGMA.

G. The Ukiah Valley basin (designated basin number 1-52 inm Bulletin 118; the Formatted: Centered
Commented [JW1]: Note: This document is for the
purpose of tracking changes, and a clean/polished version will be prepared upon further review by the member
agencies. Please ensure any edits made to this document are reflected with tracked changes.

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"Basin") is designated as a medium-priority basin. D.H. The Agency’s groundwater sustainability plan for the Basin was approved by the California Department of Water Resources on July 27, 2023.

E.I. The Members have determined that the sustainable management of the Basin pursuant to SGMA may is best be achieved through the cooperation of the Members continuing to operateing through as a joint powers agency. F.J. The Joint Exercise of Powers Act (Chapter 5 (commencing with § 6500) of Division 7, of Title I of the California Government Code; the "Act"), authorizes two or more public agencies to, by agreement, jointly exercise any power held in common by agencies entering into such an Agreement and to exercise additional powers granted under the Act.

G.K. Based on the foregoing legal authority, the Members desire to create execute this Amended and Restated Joint Powers Agreement, which shall supersede the original Joint Powers Agreement as of the Effective Date a joint powers agency for the purpose of jointly exercisingtaking all powers and taking all actions deemed necessary by the joint powers agency to ensure sustainable management of the Basin, as required by SGMA.

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H.L. The governing board of each Member has determined it to be in the Member's and in the public's best interest that this Agreement be executed.

Terms of Agreement
Article 1. Definitions
As used in this Agreement, unless context requires otherwise, the meanings of the terms set forth below shall be as follows:

1.1. "Act" means the Joint Exercise of Powers Act, set forth in Chapter 5 of Division 7of Title I of the Government Code, sections 6500, et seq., including all laws supplemental thereto.

1.2. "Agency" means the Ukiah Valley Basin Groundwater Sustainability Agency.

1.3. "Agreement" means this Amended and Restated Joint Powers Agreement.

1.4. "Basin" means the Ukiah Valley basin, as shown on the map attached as Exhibit A, which is incorporated herein by this reference.

1.5. "Board of Directors" or "Board" means the Agency’s Board of Directors that shall serve as the governing body of the Agency as established bypursuant to Article 7 of this Agreement of this Agreement. 1.6. "Board Member" or "Director" shall mean a member of the Agency's Board of Directors.

1.7.1.6. "Committee" shall mean any committee established pursuant to Article 11 Twelve (12) of this Agreement.

1.7. “Director(s)” means the individual(s) appointed to be on the Agency’s Board pursuant to Article 7.3 of this Agreement.

1.8. "Effective Date" means the date on which the last Member executes this Agreement.

1.9. "Fiscal Year" means July 1 through June 30.

1.9.1.10. “General Manager” shall be used interchangeably with “GSA General Manager” and “Executive Director” to refer to the same positionmeans the individual appointed to pursuant to Article 13.1 of this Agreement. 1.10.1.11. "GSA" shall mean a groundwater sustainability agency.

1.11.1.12. "GSP" shall mean t he Ukiah Valley Basin Groundwater Sustainability Plan, approved by the California Department of Water Resources on July 27, 2023a groundwater sustainability plan. 1.12.1.13. "Member(s)" means the public agencies that are jointly exercising the powers of the Agency as provided in Article 6 of this Agreement has the meaning assigned to it in the Preamble and further means each party to this Agreement that satisfies the requirements of Section 6.1 of Formatted: Font color: Custom Color(RGB(22,21,22)),
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Commented [JW2]: Better to use a single defined term.

Commented [MS3]: I read this as relating to article 11? Commented [JW3R2]: Article 11 is correct. Some of the
internal references may be off because of the edits we are making. When we finalize these changes for further review and approval of the member agencies, part of our process includes verifying all cross-references.

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Commented [JW4]: We previously used “director” and
“board member.” Let’s stick to director because that easily distinguishes the individuals form the “Members,” which are the agencies.

Commented [JW5R2]: 7.3 is correct.

Commented [MS5]: I think this was supposed to be 7.3?
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this Agreement, including any new members, as may be authorized by the Board pursuant to Section

6.2 of this Agreement. 1.13. "Member Director" means a director or alternate director appointed by a Member pursuant to Article 7 of this Agreement.

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1.14. "Member's Governing Body" means the board of directors or other voting body that controls the individual public agencies that are Members.

1.15. "RRFC" has the meaning assigned to it in the Preamble of this Agreement.

1.16. "SGMA" has the meaning assigned to it in Recital A.

1.17.1.14. "Special Project" means a project undertaken by some, but not all Members of the Agency, pursuant to Article 14 of this Agreement.

1.18.1.15. "Stakeholder Director" means a stakeholder within the Basin a Director appointed pursuant to Article 6 of this Agreementthat represents stakeholder interests. 1.19. "State" means the State of California.

Article 2. Creation of a Separate EntityAdoption of this Agreement and Agency Boundaries

2.1. Upon the effective date of this AgreementEffective Date, the original Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, effective May 10, 2017, shall be superseded in its entirety and replaced with this Agreement. ("Agency") is hereby created.

Pursuant to the provisions of the Act, theThe Agency shall be a public agency separate from its members. The principal office shall be provided for in the agency’s Bylaws, including as amended. 2.2. The boundaries of the Agency shall be as shown on the map on Exhibit A, attached and incorporated herein by this reference. The boundary shown on Exhibit A is an updated version of the Bulletin 118 boundary, based on the 2005 Larsen and Kelsey Map approved by the Department of Water Resources on January 26, 2017.

Article 3. Term

3.1. This Agreement shall become effective upon execution by each of the Partiesthe Effective Date and shall continue in full force and effect until terminated pursuant to the provisions of Article 17 of this Agreement or otherwise superseded by a new agreement.

Article 4. Purpose of the Agency and this Agreement

4.1. The purpose of this Agreement is to amend and restate the Joint Powers Agreement of the Agency and to continue the jointly exercising the powers of the Agency as a separate public agency and as the GSA for the Basincreate a joint powers agency separate from its Members that will elect to be the GSA for the entire Basin. The purpose of the Agency is to (a) develop , adopt, and implement a GSP for the Basinthe GSP in order to implement SGMA requirements and achieve the sustainably goals outlined in SGMA; and (b) involve the public and area stakeholders through outreach and engagement in developing and implementing the Ukiah Valley Basin Groundwater Sustainability PlanGSP.

Commented [JW6]: Not used.

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Article 5. Powers of the Agency

5.1. Restrictions on Exercise of Powers. For purposes of Government Code Section 6509, the powers of the Agency shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed on the County of Mendocino, and in the event of the withdrawal of the County of Mendocino as a Member under this Agreement, then the powers of the Agency shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed on the City of Ukiah.

5.2. Powers. Subject to the limitations addressed herein, the Agency shall have the power in its own name to exercise any and all common powers of the Members reasonably related to the purposes of the Agency, including but not limited to, the following powers, together with such other powers as are expressly set forth in the Act and SGMA:

5.2.1. To exercise all powers afforded to a GSA pursuant to, and as permitted by, SGMA upon electing in accordance with SGMA to become the GSA for the Ukiah Valley Basin. 5.2.2. To develop, adopt and implement a the GSP for the Basin pursuant to SGMA.

5.2.3. To adopt rules, regulations, policies, bylaws and procedures governing the operation of the Agency; and adoption development and implementation of thea GSP for the Basin. 5.2.4. To obtain rights, permits and other authorizations for, or pertaining to, implementation of thea GSP for the Basin,; and to exercise the common powers of the Members, as directed by the Board, in developing and implementing the GSP.a GSP for the Basin.

5.2.5. To perform other ancillary tasks relating to the operation of the Agency pursuant to SGMA, including, without limitation, environmental review, engineering and design.

5.2.6. To employ, designate or otherwise contract for the services of agents, officers, employees, attorneys, engineers, planners, financial consultants, advisors, independent contractors, technical specialists and other consultants.

5.2.7. To make and enter into contracts necessary to the full exercise of the Agency's power.

5.2.8. To investigate legislation and proposed legislation affecting the Basin and to make appearances regarding such matters.

5.2.9. To acquire property and other assets by grant, lease, purchase, bequest, devise, gift or eminent domain; and to hold, enjoy, lease, sell, or otherwise dispose of property, including real property, water rights and personal property, necessary for the full exercise of the Agency's powers.

5.2.10. To cooperate, act in conjunction and contract with the United States, the State of California, or any agency thereof, counties, municipalities, public and private corporations of any kind (including, without limitation, investor-owned utilities), and individuals, or any of them, for any and all purposes necessary or convenient for the full exercise of the powers of the Agency.

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5.2.11. To incur debts, obligations, and liabilities; to issue bonds, notes, certificates of participation, guarantees, equipment leases, reimbursement obligations and other indebtedness, and, to the extent provided for in a duly adopted Agency, to impose assessments, groundwater extraction fees or other charges, and other means of financing the Agency as authorized by Chapter 8 of SGMA. (commencing at Section 10730 of the Water Code).

5.2.12. To apply for, accept, and receive contributions, grants or loans from any public or private agency or individual in the United States, or any department, instrumentality, or agency thereof for the purpose of financing the Agency's activities.

5.2.13. Invest money that is not needed for immediate necessities, as the Board of DirectorsBoard determines advisable, in the same manner and upon the same conditions as other local entities in accordance with Section 5360 l of the California Government Code, as that section now exists, or may hereafter be amended.

5.2.14. Reimburse Board MembersDirectors and TAC members for the actual amounts of reasonable and necessary expenses incurred, up to $100 per meeting, in attending the Agency's meetings or any committee of the Agency in performing the duties of their officer, subject to Board of DirectorsBoard policy and budget authorization, and provided that they are not receiving compensation for their participation from any other source. 5.2.15. To sue and be sued in the Agency's own name; provided that a Member may determine not to contribute to the expenses of litigation initiated by the Agency.

5.2.16. To provide for the prosecution of, defense of, or other participation in actions or proceedings at law or in public hearings in which the Members, pursuant to this Agreement, may have an interest; and may employ counsel and other expert assistance for these purposes.

5.2.17. To exercise the common powers of its Members to develop, collect, provide and disseminate information that furthers the purposes of the Agency, including, but not limited to the operation of the Agency and adoption and implementation of a Groundwater Sustainability Plan for the Basi the GSPn, to the Members' legislative, administrative, and judicial bodies, as well as the public generally.

5.2.18. Employ or retain a full time or pattpart time supporting staff.

5.2.19. To perform all other acts necessary or proper to fully carry out the purposes of this Agreement.

5.3. The Agency and all of its Members confirm that nothing contained herein shall grant the Agency any power to alter any water right, contract right, or any similar right held by its Members, or amend a Member's water delivery practice, course of dealing, or conduct without the express consent of the holder thereof.

Article 6. Membership

6.1. Initial Members. The initial Members of the Agency shall be the County of Mendocino, City of Ukiah, Russian River Flood Control and Water Conservation Improvement District, and the Upper Russian River Water Agency. Commented [MS8]: Replace with UVWA Commented [JW8R2]: This section is no longer needed.

See the new Article 6.1 below.

6.1. Members. The Members of the Agency shall consist of the public agencies that have executed this Agreement and that have not withdrawn or terminated their involvement in the Agency as set forth in this Agreement and make up the Stakeholder Directors for the Board.

6.2. New Members. Additional Parties public agencies may join the Agency and become a Member provided that the prospective new member: (a) is eligible to join a GSA as provided by SOMA,

6.2. (b) possesses powers common to all other Members, and (c) receives unanimous consent of the existing Members, evidenced by the execution of a written amendment to this Agreement signed by all Members, including the additional public agency. Additional Stakeholders Directors may be created by the execution of a written amendment to this Agreement signed by all Members.

Article 7. Agency Board of Directors

7.1. Formation of the Board of Directors. The Agency shall be governed by a Board of Directors ("Board of Directors" or "Board"). The Board shall be composed of six (6) Directors consisting of the following representatives, who shall be appointed in the manner set forth in Section 7: 7.1.1. One (I) representative appointed by the governing board of each Member, who shall be a member of the governing board of the Member (each, a "Member Director").

7.1.2. Two (2) Stakeholder Directors, one (1) of which shall be representative of agricultural stakeholders and interests within the Basin; and one (1) of which shall be representative of tribal stakeholders and interests within the Basin. The two (2) Stakeholder Directors shall meet the following qualifications: �
(a) One (1) Agricultural Stakeholder Director. The Agricultural Stakeholder Director shall meet the following criteria, determined at the sole discretion of the Board MembersBoard: (1) be a resident of Mendocino the County of Mendocino; and (2.a) own/ lease real property in active commercial agricultural production overlying the Basin or (2.b) be an employee of a commercial agricultural production operation overlying the basin involved with water use decisions. and (3) extract groundwater from the Basin for the irrigation/frost protection of at least fifteen (15) acres of agricultural crops in commercial operation. The Agricultural Stakeholder may not be a party to any pending litigation against the Agency or any of its Members. (b) One (1) Tribal Stakeholder Director shall be appointed by the seven7ix Ttribes exercising jurisdiction over Indian lands within the Ukiah Valley Basin identified as Redwood Valley Rancheria, Coyote Valley Reservation, Pinoleville Pomo Nation, Potter Valley Rancheria, Guidiville Rancheria, Yokayo Tribe, and the Hopland Reservation.

7.1.3. Relationship of Members. The Upper Russian River Water AgencyUkiah Valley Water Authority is a JOtntjoint powers authority consisting of several water districts within the Ukiah Valley and the RRFC. For purposes of the Agency, the RRFC desires to be a separate member of the Agency with a separate vote, and as such, will not take part in any action or discussion, and shall not vote on any item of the Upper Russian River Water AgencyUkiah Valley Water Authority related to the Agency. The abstention of the RRFC from such agenda items of the Ukiah Valley Water Authority Upper Russian River Water Agency shall be separately reflected in documents of the Ukiah Valley Water AuthorityUpper Russian River Water Agency. Should the RRFC fail to abstain from taking part in any vote relating to the Agency before the Ukiah Valley Water Commented [JW9R2]: In the context of a Joint Powers
Agreement, “members” usually refers to the member
agencies that have executed the agreement and whose
existing powers are being exercised to govern the joint powers agency. The “directors” and the “members” do not have to align.

Including a reference to the stakeholder directors may cause some confusion in this regard, so we suggest omitting
language here regarding the stakeholders.

Commented [MS9]: I was just trying to tie this to section

7.6 & 7.7?
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Commented [MS10]: checking with Jared Walker on this
section
Commented [JW10R2]: Removing per J. Wlaker on 7/21
Commented [JW11]: This was only in here previously
because of the relation of RRFC to URRWA. Does a similar relationship exist between RRFC and UVWA?

AuthorityUpper Russian River Water Agency, it shall not be entitled to vote on that matter when it comes before the Agency.

Members of the Ukiah Valley Water Authority Upper Russian River Agency are also contemplating the consolidation of all members of the joint powers authority into a single water district. Should such consolidation occur, this JPA shall be amended to reflect the consolidation of members.

7.2. Duties of the Board of DirectorsBoard. The business and affairs of the Agency, and all of the powers of the Agency, including without limitation all powers set forth in Article 5 of this Agreement, are reserved to and shall be exercised by and through the Board of DirectorsBoard, except as may be expressly delegated to the Executive DirectorGeneral Manager or others pursuant to this Agreement, the Agency’s Bylaws, including as amended, or by specific action of the Board of DirectorsBoard. 7.3. Appointment of Directors. The Directors shall be appointed as follows:

7.3.1. Member Directors. Each Member Director must sit on the governing board of the Member and be appointed by that governing board by Resolution, which Resolution shall be transmitted to the Secretary Chair or General Manager of the Agency following adoption by the Member.

7.3.2. Stakeholder Directors. The two (2) Stakeholder Directors shall be appointed as follows:
(a) One (l) sSttakeholder Director shall be chosen by the Member Directors to represent agricultural interests within the Ukiah Valley Groundwater Basin. This Sstakeholder Director shall meet the qualifications as described in 7.1.2. (a). This Sstakeholder Director shall be selected from a list of three (3) nominations submitted from the Mendocino County Farm Bureau, but the three
(3) nominees need not be a member of the organization. Nominees shall be submitted to the Member Directors pursuant to a process specified in the Bylaws, including as amended, unless directed otherwise by the Member Directors. The Member Directors shall consider the nominees at a regular meeting of the Board and shall appoint the Agricultural Stakeholder Director upon simple majority vote of all Member Directors.
(b) One (1) Tribal Stakeholder Director shall be chosen by the Member Directors to represent Tribal interests within the Basin. The Member Directors shall confirm the nomination for the Tribal Stakeholder Director submitted by the six (6) 7 Tribes within the Ukiah Valley. The Member Directors shall confirm the nominee at a regular meeting and shall appoint the Tribal Stakeholder Director upon simple majority vote of all Member Directors.

7.4. 7.3.3 Alternate Directors. Each Member Director and Stakeholder Director may also appoint nominate one (1(I) Alternate Director to the Board of DirectorsBoard , and an Alternate Director shall be appointed for each Stakeholder Director.. Alternate Member Directors shall be and appointed in the same manner provided in Article 7.3.1. Alternate Stakeholder Directors shall be nominated and appointed in the same manner provided in Article 7.3.2(a) and (b). All Alternate Directors shall be appointed in the same manner as set forth in Section

7.3. Alternate Directors shall have no vote, andvote and shall not participate in any discussions or deliberations of the Board unless appearing as a substitute for a Director due to absence or conflict of interest. If the Director is not present, or if the Director has a conflict of interest which precludes participation by the Director in any decision-making process of the Board, the Alternate Director appointed to act in his/her place shall assume all rights of the Director, and shall have the authority to act in his/her absence, including casting votes on matters before the Board.

Each Alternate Director shall be appointed prior to the third meeting of the Board after any Director changes. Alternate Directors are encouraged to attend all Board meetings and stay informed on current issues before the Board. Alternate Board Members have no vote at Board of Director meetings if the Board Member is present. If the Board MemberDirector is not present, the Formatted: Normal, No bullets or numbering
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Commented [MS12]: the stakeholders directors are the ag and tribe so no need to add tribe again right?
Commented [JW12R2]: That is correct. I added language
to 7.3.2.(b) above to mirror the ag director.

Commented [JW13]: Do we want the appointment of
alternates to be a requirement?
Commented [MS14]: this isn't really supported with a
straight forward process.

Commented [JW14R2]: I revised the language to clarify
that alternates are chosen in the same manner as the director to whom they are an alternate. Thus, alternate member
directors will be appointed by that governing board by
resolution, and alternate stakeholder directors will be appointed by the stakeholder nomination and GSA board
approval process.

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Alternate Board MemberDirector shall be entitled to participate in all respects as a regular Board MemberDirector.

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7.5.7.4. Terms of Office. The term of office for each member of the Agency's Board of Directors Directoris two (2) years. Each member of the Board of DirectorsDirector shall serve at the pleasure of the appointing Member and may be removed from the Board of DirectorsBoard by the appointing members at any time. If at any time a vacancy occurs on the Board of DirectorsBoard, a replacement shall be appointed to fill the unexpired term of the previous Board MemberDirector, pursuant to AtticleArticle 7 of this Agreement and within ninety (90) days of the date that such position becomes vacant. In this case if the new Director is appointed mid-term they are serving the remainder of the past Directors term.

7.6. 7.5 Removal of Board MembersDirectors. Board Members Directors and Alternate Board MembersDirectors shall serve at the pleasure of their appointing Member's governing board and may be removed or replaced at any time. A Board MemberDirector that no longer meets the qualifications set forth in section

7.1 is automatically removed from the Agency Board of DirectorsBoard. Additionally, absenteeism and/or unethical/improper conduct may warrant removal from the governing board. Any unethical or improper conduct by a Director will be documented in writing and presented to the Board with the recommendation for corrective action or removal. Upon removal of a Board MemberDirector, the Alternate Board Member Director shall serve as a Board MemberDirector until a new Board MemberDirector is appointed by the Member. Members must submit any changes in Board MemberDirector or Alternate Board Member Director positions to the Chair or General ManagerSecretary in writing and signed by the Member. A Stakeholder Director may be removed or reappointed by a simple majority vote of all Member Directors.

7.7.7.5. 7.6 Vacancies. A vacancy on the Board of DirectorsBoard shall occur when a Director resigns or reaches the end of that Director's term, as set forth in Section Article 7.5 of this Agreement, or when a Director fails to participate in more than three consecutive meetings.

For Member Directors, a vacancy shall also occur when he/she is removed by his/her appointing Member. For Stakeholder Directors, a vacancy shall also occur when the Stakeholder Director is removed, as set for1th in Section Article 7.5 of this Agreement. Upon the vacancy of a Member Director, the Alternate Director shall serve as Director until a new Director is appointed, as set forth in Section Article 7.3 of this Agreement, unless the Alternate Director is already serving as a Member Director in the event of a prior vacancy, in which case, the seat shall remain vacant until a replacement Director is appointed as set fotthforth in ArticleSection 7.3 of this Agreement.

Members shall submit any changes in Director or Alternate Director positions to the Board of DirectorsBoard or Executive DirectorGeneral Manager by written notice, signed by an authorized representative of the Member. If a Director or Alternate Director’s term has expired they may continue to hold office until a replacement is appointed and assumes the role. The written notice shall include a Resolution of the governing board of the Member directing such change in the Director or Alternative Director position.

7.8.7.6. 7.7 Adjustment to Composition of the Board of DirectorsBoard. Should the circumstances change in the future, any person or entity may petition the Members hereto to amend this Agreement so as to add or delete representatives to the Governing Board to accurately reflect groundwater production within the boundaries of the authority.

Article 8. Agency Meetings

8.1. Initial Meeting. The initial meeting of the Agency's Board of Directors shall be called by the County of Mendocino and held in the Mendocino County Board of Supervisors Formatted: Left, Indent: Left: 0", Right: 0.36", Space
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Commented [MS15]: can we remove the 'initial meeting'
as its already happened?
Commented [JW15R2]: Removed previous Article 8.1
for “initial meeting.”

Chambers, 501 Low Gap Road, Ukiah, California within 60 days of the effective date of this Agreement. All Members shall be required to attend the initial meeting.

8.2.8.1.Time and Place. The Board shall hold regular meetings at least quarterly, in accordance with Article 3.1 of the Bylaws, including as it may be amended from time to time. The Board of Directors shall provide in its adopted bylaws or by other means authorized or required by law, for the time and place for holding regular meetings, at least quarterly, and at such other times as determined by the Board of Directors.

Commented [JW16]: Revised this to reference the
Bylaws. This will allow flexibility for the GSA to make changes because it can approve bylaw changes by a majority vote, without needing to touch the JPA.

Commented [MS17]: I think we removed the time from
the bylaws so we need to add it back and use 1pm or remove this part of the statement here.

Commented [JW17R2]: I used broader language to be
more flexible.

8.3.8.2. Conduct. All meetings of the Governing Board shall be noticed, held, and conducted in accordance with the Ralph. M. Brown Act to the extent applicable. Board MembersDirectors and Alternate Board MembersDirectors may use teleconferencing in connection with any meeting in conformance with and to the extent authorized by the applicable laws, but note that appearing in person is necessary to achieve a quorum of the Board per Article Section 9.1. 8.4.8.3. Local Conflict of Interest Code. The Board of DirectorsBoard shall adopt a local conflict of interest code pursuant to the provisions of the Political Reform Act of I 974 (Government Code sections 81000, et seq.).

Article 9. Board of DirectorsBoard Voting

9.1. Quorum. A majority of the members appearing in person at a meeting of the Board of DirectorsBoard shall constitute a quorum for purposes of transacting business, except less than a quorum may vote to adjourn a meeting.

9.2. Director Votes. Each member of the Board of Directors of the AgencyDirector shall have one (1) vote. Except as otherwise specified in this Agreement, all affirmative decisions of the Board of DirectorsBoard shall require the affirmative vote of a simple majority of all Directors patticipatingparticipating in voting on a matter of Agency business; provided that if a Director is disqualified from voting on a matter before the Board because of a conflict of interest, that Director shall be excluded from the calculation of the total number of Directors that constitute a majority.

The Board of DirectorsBoard shall strive for consensus of all members on items.

9.3. Voting on Fiscal Items. Fiscal items, approval of the annual budget of the Agency and any expenditures, and any projects shall require an affirmative vote by a majority of the Board of DirectorsBoard.

Article 10. Officers

10.1. Officers. The Board of DirectorsBoard shall select a Chairman, Vice-Chairman, Secretary, and any other officers as determined necessary by the Board of DirectorsBoard. The Chair and Vice Chair shall serve two (2) year terms and shall not serve more than two (2) consecutive terms in the same office.

I 0. I. I. The Chairman shall preside at all Board Meetings.

I 0.1.2. The Vice-Chairman shall act in place of the Chairman at meetings should the Chairman be absent.

I 0.1.3. The ClerkSecretary shall keep minutes of all meetings of the Board of DirectorsBoard and shall, as soon as possible after each meeting, forward a copy of the minutes to each member and alternate of the Board of DirectorsBoard. 10.1.4. All Officers shall be chosen at the first Board of DirectorsBoard meeting and serve a term for two (2) years. An Officer may serve for multiple consecutive terms, but no more than two (2) terms in the same office. Any Officer may resign at any time upon written notice to the Agency.

Commented [MS18]: Match to ByLaws
Commented [JW18R2]: I used “Directors” in both
documents. As amended, “Member” is now only used to
refer to the member agencies.

Article 11. Committee Formation

11.1. Internal Committee Formation. There shall be established such internal committees as the Board of DirectorsBoard shall determine from time to time. Each such internal committee shall be comprised of two (2) Directors, shall exist for the term specified in the action establishing the committee, shall meet as directed by the Board of DirectorsBoard, and shall make recommendations to the Board of DirectorsBoard on the various activities of the Agency.

11.2. External Advisory Committee Formation. The Board of DirectorsBoard may establish, as deemed necessary, one or more advisory committees comprised of diverse social, cultural, and economic elements of the population and area stakeholders within the Ukiah Valley Basin. The Board of DirectorsBoard shall encourage the active involvement of the advisory committee(s) prior to and during the development and implementation of the Groundwater Sustainability PlanGSP. The Board of DirectorsBoard will ensure that at least one (1) member from the Board of DirectorsBoard or Agency employee attends and participates in each advisory committee meeting.

11.3. Technical Advisory Committee. There shall be established a technical advisory committee, the purpose of which shall be to provide advice to the Board of DirectorsBoard on issues of a technical nature related to the activities of the Agency. The technical advisory committee shall be comprised of at least one (1) representative of each Member and ; one (1) representative each for each of the Agricultural Stakeholder Director s and the Tribal Stakeholder Directors; at least one (1) representative from the Sonoma County Water Agency; and at least one (I) representative from the Mendocino County Resource Conservation District. The technical advisory committee shall meet as directed by the Board of Directors, andBoard and shall make recommendations to the Board of DirectorsBoard as requested. The role and responsibilities of the technical advisory committee will be established in a Memorandum of Understanding between the Agency and the Members. ... (match the JPA), the Mendocino County Resource Conservation District, and the Sonoma County Water Agency.

Article 12. Treasurer, Controller, and Legal Counsel

12.1. Treasurer and Controller. The County of MendocinoCity of Ukiah shall act as Treasurer and Controller for the AgencyThe Agency’s Treasurer role shall be performed in accordance with Article 6.3 of the Bylaws, including as it may be amended from time to time.

The Controller of the Agency shall cause an independent audit of the Agency's finances to be made by a certified public accountant in compliance with California Government Code Section 6505. The Treasurer of the Agency shall be the depositor and shall have custody of all money of the Agency from whatever source. The Controller of the Agency shall draw warrants and pay demands against the Agency when the demands have been approved by the Agency, or any authorized representative pursuant to any delegation of Agency adopted by the Agency. The Treasurer and Controller shall comply strictly with the provisions of statutes relating to their duties found in Chapter 5 (commencing with Section 6500) of Division 7 of Title 1 of the California Government Code. 12.2. Legal Counsel. The Board of DirectorsBoard may appoint legal counsel as it deems appropriate.

Article 13. Executive DirectorGeneral Manager

13.1. Appointment. The Board of DirectorsBoard may hire a General Manager n Commented [JW19R2]: In my previous round of
revisions, I defined “GSP” to mean the GSA’s adopted GSP and I added a recital indicating that the GSP was approved. I also removed other language suggesting that the GSP had not yet been developed. However, I kept language regarding the “development and implementation” of the GSP, as those
things continue with respect to periodic evaluations, 5-year updates, and plan amendments.

Commented [MS19]: I'm still trying to figure some of this stuff out but I think the GSP is complete. Should this section be modified to reflect that?
Commented [JW20]: This would not include the
Ag/Tribal Stakeholders because they are not Member
agencies. If we want those interests to be parties to the MOU, we would need to identify an individual or agency
who will execute the MOU.

Commented [JW21]: Are these treated as separate rolls?
Or should we just use Treasurer? If separate, are there any other distinctions between these rolls that should be noted here?
Commented [MS21R2]: checking with city finance
director

Executive Director whowho shall be compensated for his or her services, as determined by the Board of DirectorsBoard. The Executive DirectorGeneral mayManager may, though need not be, an officer, employee or representative of one of the Members.

13.2. Duties. The Executive DirectorGeneral Manager shall be the Chief Administrative Officer of the Agency, shall serve at the pleasure of the Board of DirectorsBoard, and shall be responsible to the Board of DirectorsBoard for the proper and efficient administration of the Agency.

The Executive DirectorGeneral Manager shall have the powers designated in the Bylaws, including as amended. 13.3. Term and Termination. The Executive DirectorGeneral Manager shall serve until he/she resigns or the Board of DirectorsBoard terminates his/her appointment.

13.4. Staff. The Executive DirectorGeneral Manager may employ such additional fulltime and or part-time employees, assistants, and independent contractors that may be necessary from time to time to accomplish the purposes of the Agency, subject to approval of the Board of DirectorsBoard. The Agency may contract with a Member or other public agency or private entity for various services, including without limitation, those related to the Agency's finances, purchasing, risk management, information technology, human resources and other technical and non-technical staff assistance as may be required. A written Agreement shall be entered between the Agency and the Member or other public agency or private entity contracting to provide such service, and that Agreement shall specify the terms on which such services shall be provided, including without limitation, the compensation, if any, that shall be made for the provision of such services.

Article 14. Specific Projects

14.1. Projects. The Agency intends to carry out activities in furtherance of its purposes and consistent with the powers established by the Agreement with the participation of all Members.

14.2. Member Specific Projects. In addition to the general activities undertaken by all Members of the Agency, the Agency may initiate specific projects or litigation that involves less than all Members. No Member shall be required to be involved in a project that involves less than all the Members.

14.3. Project Agreement. Prior to undertaking any project or litigation that does not involve all Member Agencies, the Members electing to participate in the project shall enter into a Project Agreement. A Member may elect not to participate in a specific project or litigation matter by providing notice and not entering into the Project Agreement specific to the matter in which the Member has elected not to participate. Each Project Agreement shall provide the terms and conditions by which the Members that enter into the Project Agreement will participate in the project. All assets, rights, benefits, and obligations attributable to the Project shall be assets, rights, benefits, and obligations of those Members which have entered into the Project Agreement. Any debts, liabilities, obligations, or indebtedness incurred by the Agency in regard to a particular Project shall be the debts, liabilities, obligations, and indebtedness of those Members who have executed the Project Agreement in accordance with the terms thereof and shall not be the debts, liabilities, obligations, and indebtedness of those Members who have not executed the Project Agreement.

Further, to the extent the Project is litigation, the Members who have not entered into the Project Agreement shall not be named or otherwise listed in the pleadings and/or appear on litigation materials.

14.4. Board of DirectorsBoard Approval. The Board of DirectorsBoard shall have the authority to disapprove any Project Agreement upon a determination that the Project Agreement has specific, substantial adverse impacts upon Members that have not executed the Project Agreement.

Article 15. Budget and Expenses

15.1. Budgets. Within ninety (90) days after the first meeting of the Governing Board of the Agency, and thereafter prior to the commencement of each fiscal year, the Board of DirectorsBoard shall adopt a budget for the Agency for the ensuing fiscal year.

15.2. Agency Funding and Contributions. The Agency shall be funded through any mechanism allowed by law, including grant funding, assessments, charges, fees, or other mechanisms authorized by SGMA, Proposition 26, Proposition 218, or other applicable law. In order to provide the needed capital to initially fund the Agency, the Agency shall be initially funded by a contribution from initial Members in the amount established in the bylaws, which contribution shall be set at an equal dollar amount for initial Members. In subsequent years, Tthe Agency may also be funded through additional voluntary contributions by all Members, and as otherwise provided in Chapter 8 of SGMA (commencing with Section 10730 of the Water Code)..

Article 16. Liability and Indemnification

16.1. Liability. The Members do not intend hereby to be obligated either jointly or severally for the debts, liabilities or obligations of the Agency, except as may be specifically provided for in California Government Code Section 895.2, as amended or supplemented. Therefore unless and to the extent otherwise required by law or agreed to herein by the Members, in accordance with California Government Code Section 6507, the debts, liabilities and obligations of the Agency shall not be the debts, liabilities or obligations of the Member entities. The Agency shall own and hold title to all funds, property and works acquired by it during the term of this Agreement.

16.2. Indemnification. Funds of the Agency may be used to defend, indemnify, and hold harmless the Agency, each Member, each Director, and any officers, agents and employees of the Agency for their actions taken within the course and scope of their duties while acting on behalf of the Agency. Other than for gross negligence or intentional acts, to the fullest extent permitted by law, the Agency agrees to save, indemnify, defend and hold harmless each Member from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, or are in any way attributable in whole or in part to, negligent acts or omissions of the Agency or its employees, officers or agents or the employees, officers or agents of any Member, while acting within the course and scope of a Member relationship with the Agency.

Article 17. Withdrawal and Termination

17.1. Withdrawal. A Member may unilaterally withdraw from this Agreement without causing or requiring termination of this Agreement, effective upon sixty (60) days written notice to the remaining Members.

Commented [MS22]: should this section be updated to
reflect the rate and fee study and new revenu structure? Commented [JW22R2]: See revisions.

Commented [JW23]: Do member agencies make such
voluntary contributions?

17.2. Termination of Agency. This Agreement may be rescinded and the Agency terminated by unanimous written consent of all Members, except during the outstanding term of any Agency indebtedness.

17.3. Effect of Withdrawal or Termination. Upon termination of this Agreement or unilateral withdrawal, a Member shall remain obligated to pay its share of all debts, liabilities and obligations of the Agency required of the Member pursuant to the terms of this Agreement which were incurred or accrued prior to the date of such termination or withdrawal, including without limitation, those debts, liabilities and obligations pursuant to Section 5.2.11. Any Member that withdraws from the Agency shall have no right to participate in the business and affairs of the Agency, or to exercise any rights of a Member under this Agreement or the Act, but shall continue to share in distributions from the Agency on the same basis as if such Member had not withdrawn, provided that a Member that has withdrawn from the Agency shall not receive distributions in excess of the contributions made to the Agency while a Member. The right to share in distributions granted under this section article shall be in lieu of any right the withdrawn Member may have to receive a distribution or payment of the fair value of the Member's interest in the Agency.

17.4. Disposition of Agency Assets upon Termination.

17.4.1. Surplus Funds. Upon termination of this Agreement, any reserves or surplus money on-hand shall be returned to the Members in the same proportion said Members have funded such reserves or surplus, in accordance with California Government Code section 6512.

17.4.2. Agency Property. The Agency shall first offer any assets of the Agency for sale to the Members on terms and conditions determined by the Board of DirectorsBoard. If no such sale to Members is consummated, the Board shall offer the assets of the Agency for sale to any non-member for good and adequate consideration on terms and conditions determined by the Board of DirectorsBoard.

Article 18. Miscellaneous

18.1. No Predetermination or Irretrievable Commitment of Resources. Nothing in this Agreement shall constitute a determination by the Agency or any of its Members that any action shall be undertaken or that any unconditional or irretrievable commitment of resources shall be made, until such time as the required compliance with all local, state, or federal laws, including without limitation the California Environmental Quality Act, National Environmental Policy Act, or permit requirements, as applicable, has been completed.

18.2. Notices. Notices hereunder shall be sufficient if delivered via electronic mail, First-Class mail to the addresses below:

Russian River Flood Control and Water Conservation Improvement District: 15 I Laws Avenue, Suite D, Ukiah, CA 95482
County of Mendocino: 501 Low Gap Road, Room 1010, Ukiah, CA 95482 City of Ukiah: 300 Seminary Avenue, Ukiah, CA 95482
Upper Russian River Water Agency: 151 Laws Avenue, Ukiah, CA 95482 Ukiah Valley Water Authority, 300 Seminary Avenue, Ukiah, CA 95482

18.3. Bylaws. At, or as soon as practicable after the first Board of Directors meeting theThe Board of DirectorsAgency shall draft and approvemaintain Bylaws of the Agency to govern day-to-day operations of the Agency.

18.4. Amendment. This Agreement may be amended at any time, by mutual agreement of the Members, provided that before any amendments shall be operative or valid, it shall be reduced to writing and signed by all Members hereto. 18.5 Agreement Complete. This Agreement constitutes the full and complete Agreement of the Members. This Agreement supersedes all prior Agreements and understandings, whether in writing or oral, related to the subject matter of this Agreement that are not set forth in writing herein.

18.6. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in force and unaffected to the fullest extent permitted by law and regulation.

18.7. Execution in Counterparts. The Parties intend to execute this Agreement in counterparts. It is the intent of the Parties to hold one (1) counterpart with single original signatures to evidence the Agreement and to thereafter forward three (3) other original counterpa1ts on a rotating basis for all signatures. Thereafter, each Member shall be delivered an originally executed counterpa1t with all Member signatures.

18.8. Withdrawal by Operation of Law. Should the participation of any Member to this Agreement be decided by the courts to be illegal or in excess of that Member's authority or in conflict with any law, the validity of this Agreement as to the remaining Members shall not be affected thereby.

18.9. Assignment. The rights and duties of the Members may not be assigned or delegated without the written consent of all other Members. Any attempt to assign or delegate such rights or duties in contravention of this Agreement shall be null and void.

18.10. Binding on Successors. This Agreement shall inure to the benefit of, and be binding upon, the successors or assigns of the Members.

18.11. Other Joint Power Agreements. Nothing in this Agreement shall prevent the Members from entering into other joint exercise of power Agreements. [Signature Pages Below]

fIN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date.

COUNTY O�OC!.NO ..--, ��7'1,t,_�
By-------------------------------------- -
JOHN MCCOWEN, Chair

BOARD OF SUPERVISORS
DatJPR 1 8 2017
ATTEST:

CARMEL J. A ELO, Clerk of said Board
By: :_,�,r;,:::::_--'-�-----
DepulPR 1 8 2017
Date: _
Ihereby certify that according to the provisions of
Government Code Section 25103, delivery of this
document has been made.

By signing above, signatory warrants and
represents that he/she executed this Agreement
in his/her authorized capacity and that by his/her
signature on this Agreement, he/she or the
entity upon behalf of which he/she acted,
executed this Agreement
COUNTY COUNSEL REVIEW:

APPROVED AS TO FORM:

KATHARINE L ELLIOTT,
County Counsel
By: � /�·
Deputy
Date: 41J. ( 1 7
DEPAR, ENT Fl .CAL REVIEW: FISCAL REVIEW ,.,
D Deputy CEO/Fiscal
INSURAN�
RISK�.

ALAN D. FLORA

RISK MANAGER

4900-7696-7613.5 014737.001 Page 22 of 18
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date.

CITY OF UKIAH
Date
Date

CITY MANAGER
ATTEST
CITY CLERK Date

4900-7696-7613.5 014737.001 Page 23 of 18
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date.

Russian River Flood Control and Water Conservation Improvement District By: Date: :lfo/27
William Carson, President
Board of Trustees I

4900-7696-7613.5 014737.001 Page 24 of 18
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date.

Upper Russian River Water Agency
By:�� 0
Jeny Cardoza, President
Board of Directors

4900-7696-7613.5 014737.001
Date: 1/10/')f.Jl?Time: 1:39:11 PM
Legend
Ukiah Valley Groundwater Basin
Initial Groundwater Sustainability Plan
Hydrogeologic Conceptuol Model

4900-7696-7613.5 014737.001
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4900-7696-7613.5 014737.001
The Ukiah Valley Groundwater Basin
(UVGB) includes the city of Ukiah and
the towns of Redwood Valley, Talmage,
Calpella, Laughlin, and El Roble.

According to the Department of Water
Resources (DWR) Bulletin 118, the
UVGB has an area of approximately
60 square miles. The UVGB boundary
illustrated in Figures 1 and 2 has been
modified from the DWR boundary map
based on the presented Larsen and
Kelsey geologic map. The boundary defines the interface between the alluvial water-bearing geologic deposits and the surrounding bedrock formations.

Amended and Restated
Joint Powers Agreement of the Ukiah Valley Basin
Groundwater Sustainability Agency
This Amended and Restated Joint Powers Agreement (“Agreement”) is made and entered into by and among the Ukiah Valley Water Authority (“UVWA”), a joint powers authority; the City of Ukiah, a municipal corporation; the County of Mendocino, a political subdivision of the State of California; and the Russian River Flood Control and Water Conservation Improvement District (“RRFC”), which are referred to herein individually as a “Member” and collectively as “Members,” under which the Members agree to jointly exercise the powers of the Ukiah Valley Basin Groundwater Sustainability Agency. This Agreement shall be effective as of January 1, 2027.

Recitals
A. The Agency was formed pursuant to the original Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, effective May 10, 2017.

B. The Agency’s Members have determined that the original Joint Powers Agreement should be amended and restated in its entirety to reflect gained operational experience and current governance procedures.

C. The Agency’s Members have further determined that the original Joint Powers Agreement should be amended and restated in its entirety to reflect the voluntary withdrawal of the Upper Russian River Water Agency as a Member, effective July 7, 2025, including the addition of the Ukiah Valley Water Authority as a new Member.

D. Each of the Members is a local agency, as defined by the Sustainable Groundwater Management Act of 2014 (Division 2, Part 2.74 (commencing with §10720), Part 5 (commencing with § 4999), Part 5.1 (commencing with § 5100) and Part 5.2 (commencing with § 5200) of the California Water Code Section et seq.; “SGMA”), duly organized and existing under, and by virtue, of the laws of the State of California, and each Member has water supply, water management or land use responsibilities within the Ukiah Valley groundwater basin.

E. SGMA seeks to provide sustainable management of groundwater basins, enhance local management of groundwater, establish minimum standards for sustainable groundwater management, and provide local groundwater agencies with the authority and the technical and financial assistance necessary to sustainably manage groundwater.

F. Section 10720.7 of SGMA requires all basins designated as high or medium priority basins by the Department of Water Resources (“DWR”) in its Bulletin 118 be managed under groundwater sustainability plans, or coordinated groundwater sustainability, plans pursuant to SGMA.

G. The Ukiah Valley basin (designated basin number 1-52 in Bulletin 118; “Basin”) is designated as a medium-priority basin.

H. The Agency’s groundwater sustainability plan for the Basin was approved by the California Department of Water Resources on July 27, 2023.

I. The Members have determined that the sustainable management of the Basin pursuant to SGMA is best be achieved through the cooperation of the Members continuing to operate as a joint powers agency.

Exhibit B - clean

J. The Joint Exercise of Powers Act (Chapter 5 (commencing with § 6500) of Division 7, of Title I of the California Government Code; the “Act”), authorizes two or more public agencies to, by agreement, jointly exercise any power held in common by agencies entering into such an Agreement and to exercise additional powers granted under the Act.

K. Based on the foregoing legal authority, the Members desire to execute this Amended and Restated Joint Powers Agreement, which shall supersede the original Joint Powers Agreement as of the Effective Date for the purpose of jointly exercising all powers and taking all actions deemed necessary by the joint powers agency to ensure sustainable management of the Basin, as required by SGMA.

L. The governing board of each Member has determined it to be in the Member’s and in the public’s best interest that this Agreement be executed.

Terms of Agreement
ARTICLE 1 DEFINITIONS
As used in this Agreement, unless context requires otherwise, the meanings of the terms set forth below shall be as follows:

1.1. “Act” means the Joint Exercise of Powers Act, set forth in Chapter 5 of Division 7of Title I of the Government Code, sections 6500, et seq., including all laws supplemental thereto.

1.2. “Agency” means the Ukiah Valley Basin Groundwater Sustainability Agency.

1.3. “Agreement” means this Amended and Restated Joint Powers Agreement.

1.4. “Basin” means the Ukiah Valley basin, as shown on the map attached as Exhibit A, which is incorporated herein by this reference.

1.5. “Board” means the Agency’s Board of Directors that shall serve as the governing body of the Agency pursuant to Article 7 of this Agreement.

1.6. “Committee” shall mean any committee established pursuant to Article 11 of this Agreement.

1.7. “Director(s)” means the individual(s) appointed to be on the Agency’s Board pursuant to Article 7.3 of this Agreement.

1.8. “Effective Date” means the date on which the last Member executes this Agreement.

1.9. “Fiscal Year” means July 1 through June 30.

1.10. “General Manager” means the individual appointed to pursuant to Article 13.1 of this Agreement.

1.11. “GSA” shall mean a groundwater sustainability agency.

1.12. “GSP” shall mean the Ukiah Valley Basin Groundwater Sustainability Plan, approved by the California Department of Water Resources on July 27, 2023.

1.13. “Member(s)” means the public agencies that are jointly exercising the powers of the Agency as provided in Article 6 of this Agreement.

1.14. “Special Project” means a project undertaken by some, but not all Members of the Agency, pursuant to Article 14 of this Agreement.

1.15. “Stakeholder Director” means a stakeholder within the Basin appointed pursuant to Article 7 of this Agreement.

ARTICLE 2 ADOPTION OF THIS AGREEMENT AND AGENCY BOUNDARIES

2.1. Upon the Effective Date, the original Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, effective May 10, 2017, shall be superseded in its entirety and replaced with this Agreement. The Agency shall be a public agency separate from its members. The principal office shall be provided for in the agency’s Bylaws, including as amended.

2.2. The boundaries of the Agency shall be as shown on the map on Exhibit A, attached and incorporated herein by this reference. The boundary shown on Exhibit A is an updated version of the Bulletin 118 boundary, based on the 2005 Larsen and Kelsey Map approved by the Department of Water Resources on January 26, 2017.

ARTICLE 3 TERM

3.1. This Agreement shall become effective upon the Effective Date and shall continue in full force and effect until terminated pursuant to the provisions of Article 17 of this Agreement or otherwise superseded by a new agreement.

ARTICLE 4 PURPOSE OF THE AGENCY AND THIS AGREEMENT

4.1. The purpose of this Agreement is to amend and restate the Joint Powers Agreement of the Agency and to continue the jointly exercising the powers of the Agency as a separate public agency and as the GSA for the Basin. The purpose of the Agency is to (a) develop and implement the GSP in order to implement SGMA requirements and achieve the sustainably goals outlined in SGMA; and (b) involve the public and area stakeholders through outreach and engagement in developing and implementing the GSP.

ARTICLE 5 POWERS OF THE AGENCY

5.1. Restrictions on Exercise of Powers. For purposes of Government Code Section 6509, the powers of the Agency shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed on the County of Mendocino, and in the event of the withdrawal of the County of Mendocino as a Member under this Agreement, then the powers of the Agency shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed on the City of Ukiah.

5.2. Powers. Subject to the limitations addressed herein, the Agency shall have the power in its own name to exercise any and all common powers of the Members reasonably related to the purposes of the Agency, including but not limited to, the following powers, together with such other powers as are expressly set forth in the Act and SGMA:

5.2.1 To exercise all powers afforded to a GSA pursuant to, and as permitted by, SGMA.

5.2.2 To develop and implement the GSP pursuant to SGMA.

5.2.3 To adopt rules, regulations, policies, bylaws and procedures governing the operation of the Agency; and development and implementation of the GSP.

5.2.4 To obtain rights, permits and other authorizations for, or pertaining to, implementation of the GSP, and to exercise the common powers of the Members, as directed by the Board, in developing and implementing the GSP.

5.2.5 To perform other ancillary tasks relating to the operation of the Agency pursuant to SGMA, including, without limitation, environmental review, engineering and design.

5.2.6 To employ, designate or otherwise contract for the services of agents, officers, employees, attorneys, engineers, planners, financial consultants, advisors, independent contractors, technical specialists and other consultants.

5.2.7 To make and enter into contracts necessary to the full exercise of the Agency’s power.

5.2.8 To investigate legislation and proposed legislation affecting the Basin and to make appearances regarding such matters.

5.2.9 To acquire property and other assets by grant, lease, purchase, bequest, devise, gift or eminent domain; and to hold, enjoy, lease, sell, or otherwise dispose of property, including real property, water rights and personal property, necessary for the full exercise of the Agency’s powers.

5.2.10 To cooperate, act in conjunction and contract with the United States, the State of California, or any agency thereof, counties, municipalities, public and private corporations of any kind (including, without limitation, investor-owned utilities), and individuals, or any of them, for any and all purposes necessary or convenient for the full exercise of the powers of the Agency.

5.2.11 To incur debts, obligations, and liabilities; to issue bonds, notes, certificates of participation, guarantees, equipment leases, reimbursement obligations and other indebtedness, and, to the extent provided for in a duly adopted Agency, to impose assessments, groundwater extraction fees or other charges, and other means of financing the Agency as authorized by Chapter 8 of SGMA.

5.2.12 To apply for, accept, and receive contributions, grants or loans from any public or private agency or individual in the United States, or any department, instrumentality, or agency thereof for the purpose of financing the Agency’s activities.

5.2.13 Invest money that is not needed for immediate necessities, as the Board determines advisable, in the same manner and upon the same conditions as other local entities in accordance with Section 5360l of the California Government Code, as that section now exists, or may hereafter be amended.

5.2.14 Reimburse Directors and TAC members for the actual amounts of reasonable and necessary expenses incurred, up to $100 per meeting, in attending Agency meetings or any committee of the Agency in performing the duties of their office, subject to Board policy and budget authorization, and provided that they are not receiving compensation for their participation from any other source.

5.2.15 To sue and be sued in the Agency’s own name; provided that a Member may determine not to contribute to the expenses of litigation initiated by the Agency.

5.2.16 To provide for the prosecution of, defense of, or other participation in actions or proceedings at law or in public hearings in which the Members, pursuant to this Agreement, may have an interest; and may employ counsel and other expert assistance for these purposes.

5.2.17 To exercise the common powers of its Members to develop, collect, provide and disseminate information that furthers the purposes of the Agency, including, but not limited to the operation of the Agency and implementation of the GSP, to the Members’ legislative, administrative, and judicial bodies, as well as the public generally.

5.2.18 Employ or retain a full time or part time supporting staff.

5.2.19 To perform all other acts necessary or proper to fully carry out the purposes of this Agreement.

5.3. The Agency and all of its Members confirm that nothing contained herein shall grant the Agency any power to alter any water right, contract right, or any similar right held by its Members, or amend a Member’s water delivery practice, course of dealing, or conduct without the express consent of the holder thereof.

ARTICLE 6 MEMBERSHIP

6.1. Members. The Members of the Agency shall consist of the public agencies that have executed this Agreement and that have not withdrawn or terminated their involvement in the Agency as set forth in this Agreement.

6.2. New Members. Additional public agencies may join the Agency and become a Member provided that the prospective new member: (a) is eligible to join a GSA as provided by SOMA, (b) possesses powers common to all other Members, and (c) receives unanimous consent of the existing Members, evidenced by the execution of a written amendment to this Agreement signed by all Members, including the additional public agency. Additional Stakeholders Directors may be created by the execution of a written amendment to this Agreement signed by all Members.

ARTICLE 7 AGENCY BOARD OF DIRECTORS

7.1. Formation of the Board of Directors. The Agency shall be governed by a Board of Directors.

The Board shall be composed of six (6) Directors consisting of the following representatives:

7.1.1 One (1) representative appointed by the governing board of each Member, who shall be a member of the governing board of the Member (each, a “Member Director”).

7.1.2 Two (2) Stakeholder Directors, one (1) of which shall be representative of agricultural stakeholders and interests within the Basin; and one (1) of which shall be representative of tribal stakeholders and interests within the Basin. The two (2) Stakeholder Directors shall meet the following qualifications:
(a) One (1) Agricultural Stakeholder Director. The Agricultural Stakeholder Director shall meet the following criteria, determined at the sole discretion of the Board: (1) be a resident of the County of Mendocino; and (2.a) own/ lease real property in active commercial agricultural production overlying the Basin or (2.b) be an employee of a commercial agricultural production operation overlying the basin involved with water use decisions. The Agricultural Stakeholder may not be a party to any pending litigation against the Agency or any of its Members.
(b) One (1) Tribal Stakeholder Director shall be appointed by the 7 Tribes exercising jurisdiction over Indian lands within the Basin identified as Redwood Valley Rancheria, Coyote

Valley Reservation, Pinoleville Pomo Nation, Potter Valley Rancheria, Guidiville Rancheria, Yokayo Tribe, and the Hopland Reservation.

7.2. Duties of the Board. The business and affairs of the Agency, and all of the powers of the Agency, including without limitation all powers set forth in Article 5 of this Agreement, are reserved to and shall be exercised by and through the Board, except as may be expressly delegated to the General Manager or others pursuant to this Agreement, the Agency’s Bylaws, including as amended, or by specific action of the Board.

7.3. Appointment of Directors. The Directors shall be appointed as follows:

7.3.1 Member Directors. Each Member Director must sit on the governing board of the Member and be appointed by that governing board by Resolution, which Resolution shall be transmitted to the Chair or General Manager of the Agency following adoption by the Member.

7.3.2 Stakeholder Directors. The two (2) Stakeholder Directors shall be appointed as follows:
(a) One (l) Stakeholder Director shall be chosen by the Member Directors to represent agricultural interests within the Basin. This Stakeholder Director shall meet the qualifications as described in 7.1.2(a). This Stakeholder Director shall be selected from a list of three (3) nominations submitted from the Mendocino County Farm Bureau, but the three (3) nominees need not be a member of the organization. Nominees shall be submitted to the Member Directors pursuant to a process specified in the Bylaws, including as amended, unless directed otherwise by the Member Directors. The Member Directors shall consider the nominees at a regular meeting of the Board and shall appoint the Agricultural Stakeholder Director upon simple majority vote of all Member Directors. (b) One (1) Tribal Stakeholder Director shall be chosen by the Member Directors to represent Tribal interests within the Basin. The Member Directors shall confirm the nomination for the Tribal Stakeholder Director submitted by the 7 Tribes within the Ukiah Valley. The Member Directors shall confirm the nominee at a regular meeting and shall appoint the Tribal Stakeholder Director upon simple majority vote of all Member Directors.

7.3.3 Alternate Directors. Each Member Director and Stakeholder Director may also nominate one (1) Alternate Director to the Board. Alternate Member Directors shall be and appointed in the same manner provided in Article 7.3.1. Alternate Stakeholder Directors shall be nominated and appointed in the same manner provided in Article 7.3.2(a) and (b). Alternate Directors shall have no vote and shall not participate in any discussions or deliberations of the Board unless appearing as a substitute for a Director due to absence or conflict of interest. If the Director is not present, or if the Director has a conflict of interest which precludes participation by the Director in any decision-making process of the Board, the Alternate Director appointed to act in his/her place shall assume all rights of the Director, and shall have the authority to act in his/her absence, including casting votes on matters before the Board. Alternate Directors are encouraged to attend all Board meetings and stay informed on current issues before the Board. If the Director is not present, the Alternate Director shall be entitled to participate in all respects as a Director.

7.4. Terms of Office. The term of office for each Director two (2) years. Each Director shall serve at the pleasure of the appointing Member and may be removed from the Board by the appointing members at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the unexpired term of the previous Director, pursuant to Article 7 of this Agreement and within ninety (90) days

of the date that such position becomes vacant. In this case if the new Director is appointed mid-term they are serving the remainder of the past Directors term.

7.5. Removal of Directors. Directors and Alternate Directors shall serve at the pleasure of their appointing Member’s governing board and may be removed or replaced at any time. A Director that no longer meets the qualifications set forth in section 7.1 is automatically removed from the Agency Board.

Additionally, absenteeism and/or unethical/improper conduct may warrant removal from the governing board. Any unethical or improper conduct by a Director will be documented in writing and presented to the Board with the recommendation for corrective action or removal. Upon removal of a Director, the Alternate Director shall serve as a Director until a new Director is appointed by the Member. Members must submit any changes in Director or Alternate Director positions to the Chair or General Manager in writing and signed by the Member. A Stakeholder Director may be removed or reappointed by a simple majority vote of all Member Directors.

7.6. Vacancies. A vacancy on the Board shall occur when a Director resigns or reaches the end of that Director’s term, as set forth in Article 7.5 of this Agreement, or when a Director fails to participate in more than three consecutive meetings. For Member Directors, a vacancy shall also occur when he/she is removed by his/her appointing Member. For Stakeholder Directors, a vacancy shall also occur when the Stakeholder Director is removed, as set forth in Article 7.5 of this Agreement. Upon the vacancy of a Member Director, the Alternate Director shall serve as Director until a new Director is appointed, as set forth in Article 7.3 of this Agreement, unless the Alternate Director is already serving as a Member Director in the event of a prior vacancy, in which case, the seat shall remain vacant until a replacement Director is appointed as set forth in Article 7.3 of this Agreement. Members shall submit any changes in Director or Alternate Director positions to the Board or General Manager by written notice, signed by an authorized representative of the Member. If a Director or Alternate Director’s term has expired, they may continue to hold office until a replacement is appointed and assumes the role. The written notice shall include a Resolution of the governing board of the Member directing such change in the Director or Alternative Director position.

7.7. Adjustment to Composition of the Board. Should the circumstances change in the future, any person or entity may petition the Members hereto to amend this Agreement so as to add or delete representatives to the Board to accurately reflect groundwater production within the boundaries of the authority.

ARTICLE 8 AGENCY MEETINGS

8.1. Time and Place. The Board shall hold regular meetings at least quarterly, in accordance with Article 3.1 of the Bylaws, including as it may be amended from time to time.

8.2. Conduct. All meetings of the Board shall be noticed, held, and conducted in accordance with the Ralph. M. Brown Act to the extent applicable. Directors and Alternate Directors may use teleconferencing in connection with any meeting in conformance with and to the extent authorized by the

applicable laws, but note that appearing in person is necessary to achieve a quorum of the Board per Article

9.1. 8.3. Local Conflict of Interest Code. The Board shall adopt a local conflict of interest code pursuant to the provisions of the Political Reform Act of 1974 (Government Code sections 81000, et seq.).

ARTICLE 9 BOARD VOTING

9.1. Quorum. A majority of the members appearing in person at a meeting of the Board shall constitute a quorum for purposes of transacting business, except less than a quorum may vote to adjourn a meeting.

9.2. Director Votes. Each Director shall have one (1) vote. Except as otherwise specified in this Agreement, all affirmative decisions of the Board shall require the affirmative vote of a simple majority of all Directors participating in voting on a matter of Agency business; provided that if a Director is disqualified from voting on a matter before the Board because of a conflict of interest, that Director shall be excluded from the calculation of the total number of Directors that constitute a majority. The Board shall strive for consensus of all members on items.

9.3. Voting on Fiscal Items. Fiscal items, approval of the annual budget of the Agency and any expenditures, and any projects shall require an affirmative vote by a majority of the Board.

ARTICLE 10 OFFICERS

10.1. Officers. The Board shall select a Chairman, Vice-Chairman, and any other officers as determined necessary by the Board. The Chair and Vice Chair shall serve two (2) year terms and shall not serve more than two (2) consecutive terms in the same office.

10.1.1 The Chairman shall preside at all Board Meetings.

10.1.2 The Vice-Chairman shall act in place of the Chairman at meetings should the Chairman be absent.

10.1.3 The Clerk shall keep minutes of all meetings of the Board and shall, as soon as possible after each meeting, forward a copy of the minutes to each member and alternate of the Board.

10.1.4 All Officers shall be chosen at the first Board meeting and serve a term for two (2) years. An Officer may serve for multiple consecutive terms, but no more than two (2) terms in the same office. Any Officer may resign at any time upon written notice to the Agency.

ARTICLE 11 COMMITTEE FORMATION

11.1. Internal Committee Formation. There shall be established such internal committees as the Board shall determine from time to time. Each such internal committee shall be comprised of two (2) Directors, shall exist for the term specified in the action establishing the committee, shall meet as directed by the Board, and shall make recommendations to the Board on the various activities of the Agency.

11.2. External Advisory Committee Formation. The Board may establish, as deemed necessary, one or more advisory committees comprised of diverse social, cultural, and economic elements of the population and area stakeholders within the Basin. The Board shall encourage the active involvement of the advisory committee(s) during the development and implementation of the GSP. The Board will ensure

that at least one (1) member from the Board or Agency employee attends and participates in each advisory committee meeting.

11.3. Technical Advisory Committee. There shall be established a technical advisory committee, the purpose of which shall be to provide advice to the Board on issues of a technical nature related to the activities of the Agency. The technical advisory committee shall be comprised of at least one (1) representative of each Member and one (1) representative each for the Agricultural Stakeholder Director and the Tribal Stakeholder Director. The technical advisory committee shall meet as directed by the Board and shall make recommendations to the Board as requested. The role and responsibilities of the technical advisory committee will be established in a Memorandum of Understanding between the Agency and the Members.

ARTICLE 12 TREASURER AND LEGAL COUNSEL

12.1. Treasurer. The Agency’s Treasurer role shall be performed in accordance with Article 6.2 of the Bylaws, including as it may be amended from time to time.

12.2. Legal Counsel. The Board may appoint legal counsel as it deems appropriate.

ARTICLE 13 GENERAL MANAGER

13.1. Appointment. The Board may hire a General Manager who shall be compensated for his or her services, as determined by the Board. The General Manager may, though need not be, an officer, employee or representative of one of the Members.

13.2. Duties. The General Manager shall be the Chief Administrative Officer of the Agency, shall serve at the pleasure of the Board, and shall be responsible to the Board for the proper and efficient administration of the Agency. The General Manager shall have the powers designated in the Bylaws, including as amended.

13.3. Term and Termination. The General Manager shall serve until he/she resigns or the Board terminates his/her appointment.

13.4. Staff. The General Manager may employ such additional full-time and or part-time employees, assistants, and independent contractors that may be necessary from time to time to accomplish the purposes of the Agency, subject to approval of the Board. The Agency may contract with a Member or other public agency or private entity for various services, including without limitation, those related to the Agency’s finances, purchasing, risk management, information technology, human resources and other technical and non-technical staff assistance as may be required. A written Agreement shall be entered between the Agency and the Member or other public agency or private entity contracting to provide such service, and that Agreement shall specify the terms on which such services shall be provided, including without limitation, the compensation, if any, that shall be made for the provision of such services.

ARTICLE 14 SPECIFIC PROJECTS

14.1. Projects. The Agency intends to carry out activities in furtherance of its purposes and consistent with the powers established by the Agreement with the participation of all Members.

14.2. Member Specific Projects. In addition to the general activities undertaken by all Members of the Agency, the Agency may initiate specific projects or litigation that involves less than all Members. No Member shall be required to be involved in a project that involves less than all the Members.

14.3. Project Agreement. Prior to undertaking any project or litigation that does not involve all Member Agencies, the Members electing to participate in the project shall enter into a Project Agreement.

A Member may elect not to participate in a specific project or litigation matter by providing notice and not entering into the Project Agreement specific to the matter in which the Member has elected not to participate. Each Project Agreement shall provide the terms and conditions by which the Members that enter into the Project Agreement will participate in the project. All assets, rights, benefits, and obligations attributable to the Project shall be assets, rights, benefits, and obligations of those Members which have entered into the Project Agreement. Any debts, liabilities, obligations, or indebtedness incurred by the Agency in regard to a particular Project shall be the debts, liabilities, obligations, and indebtedness of those Members who have executed the Project Agreement in accordance with the terms thereof and shall not be the debts, liabilities, obligations, and indebtedness of those Members who have not executed the Project Agreement. Further, to the extent the Project is litigation, the Members who have not entered into the Project Agreement shall not be named or otherwise listed in the pleadings and/or appear on litigation materials.

14.4. Board Approval. The Board shall have the authority to disapprove any Project Agreement upon a determination that the Project Agreement has specific, substantial adverse impacts upon Members that have not executed the Project Agreement.

ARTICLE 15 BUDGET AND EXPENSES

15.1. Budgets. Within ninety (90) days after the first meeting of the Board, and thereafter prior to the commencement of each fiscal year, the Board shall adopt a budget for the Agency for the ensuing fiscal year.

15.2. Agency Funding and Contributions. The Agency shall be funded through any mechanism allowed by law, including grant funding, assessments, charges, fees, or other mechanisms authorized by SGMA, Proposition 26, Proposition 218, or other applicable law. The Agency may also be funded through additional voluntary contributions by all Members.

ARTICLE 16 LIABILITY AND INDEMNIFICATION

16.1. Liability. The Members do not intend hereby to be obligated either jointly or severally for the debts, liabilities or obligations of the Agency, except as may be specifically provided for in California Government Code Section 895.2, as amended or supplemented. Therefore, unless and to the extent otherwise required by law or agreed to herein by the Members, in accordance with California Government Code Section 6507, the debts, liabilities and obligations of the Agency shall not be the debts, liabilities or obligations of the Member entities. The Agency shall own and hold title to all funds, property and works acquired by it during the term of this Agreement.

16.2. Indemnification. Funds of the Agency may be used to defend, indemnify, and hold harmless the Agency, each Member, each Director, and any officers, agents and employees of the Agency for their actions taken within the course and scope of their duties while acting on behalf of the Agency. Other than for gross negligence or intentional acts, to the fullest extent permitted by law, the Agency agrees to save, indemnify, defend and hold harmless each Member from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, or are in any way attributable in whole or in part to,

negligent acts or omissions of the Agency or its employees, officers or agents or the employees, officers or agents of any Member, while acting within the course and scope of a Member relationship with the Agency.

ARTICLE 17 WITHDRAWAL AND TERMINATION

17.1. Withdrawal. A Member may unilaterally withdraw from this Agreement without causing or requiring termination of this Agreement, effective upon sixty (60) days written notice to the remaining Members.

17.2. Termination of Agency. This Agreement may be rescinded and the Agency terminated by unanimous written consent of all Members, except during the outstanding term of any Agency indebtedness.

17.3. Effect of Withdrawal or Termination. Upon termination of this Agreement or unilateral withdrawal, a Member shall remain obligated to pay its share of all debts, liabilities and obligations of the Agency required of the Member pursuant to the terms of this Agreement which were incurred or accrued prior to the date of such termination or withdrawal, including without limitation, those debts, liabilities and obligations pursuant to Article 5.2.11. Any Member that withdraws from the Agency shall have no right to participate in the business and affairs of the Agency, or to exercise any rights of a Member under this Agreement or the Act, but shall continue to share in distributions from the Agency on the same basis as if such Member had not withdrawn, provided that a Member that has withdrawn from the Agency shall not receive distributions in excess of the contributions made to the Agency while a Member. The right to share in distributions granted under this article shall be in lieu of any right the withdrawn Member may have to receive a distribution or payment of the fair value of the Member’s interest in the Agency.

17.4. Disposition of Agency Assets upon Termination.

17.4.1 Surplus Funds. Upon termination of this Agreement, any reserves or surplus money on-hand shall be returned to the Members in the same proportion said Members have funded such reserves or surplus, in accordance with California Government Code section 6512.

17.4.2 Agency Property. The Agency shall first offer any assets of the Agency for sale to the Members on terms and conditions determined by the Board. If no such sale to Members is consummated, the Board shall offer the assets of the Agency for sale to any non-member for good and adequate consideration on terms and conditions determined by the Board.

ARTICLE 18 MISCELLANEOUS

18.1. No Predetermination or Irretrievable Commitment of Resources. Nothing in this Agreement shall constitute a determination by the Agency or any of its Members that any action shall be undertaken or that any unconditional or irretrievable commitment of resources shall be made, until such time as the required compliance with all local, state, or federal laws, including without limitation the California Environmental Quality Act, National Environmental Policy Act, or permit requirements, as applicable, has been completed.

18.2. Notices. Notices hereunder shall be sufficient if delivered via electronic mail, First-Class mail to the addresses below:

Russian River Flood Control and Water Conservation Improvement District:
15 I Laws Avenue, Suite D, Ukiah, CA 95482
County of Mendocino: 501 Low Gap Road, Room 1010, Ukiah, CA 95482 City of Ukiah: 300 Seminary Avenue, Ukiah, CA 95482
Ukiah Valley Water Authority, 300 Seminary Avenue, Ukiah, CA 95482

18.3. Bylaws. The Agency shall maintain Bylaws of the Agency to govern day-to-day operations of the Agency.

18.4. Amendment. This Agreement may be amended at any time, by mutual agreement of the Members, provided that before any amendments shall be operative or valid, it shall be reduced to writing and signed by all Members hereto.

18.5. Agreement Complete. This Agreement constitutes the full and complete Agreement of the Members. This Agreement supersedes all prior Agreements and understandings, whether in writing or oral, related to the subject matter of this Agreement that are not set forth in writing herein.

18.6. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in force and unaffected to the fullest extent permitted by law and regulation.

18.7. Execution in Counterparts. The Parties intend to execute this Agreement in counterparts. It is the intent of the Parties to hold one (1) counterpart with single original signatures to evidence the Agreement and to thereafter forward three (3) other original counterparts on a rotating basis for all signatures. Thereafter, each Member shall be delivered an originally executed counterpart with all Member signatures.

18.8. Withdrawal by Operation of Law. Should the participation of any Member to this Agreement be decided by the courts to be illegal or in excess of that Member’s authority or in conflict with any law, the validity of this Agreement as to the remaining Members shall not be affected thereby.

18.9. Assignment. The rights and duties of the Members may not be assigned or delegated without the written consent of all other Members. Any attempt to assign or delegate such rights or duties in contravention of this Agreement shall be null and void.

18.10. Binding on Successors. This Agreement shall inure to the benefit of, and be binding upon, the successors or assigns of the Members.

18.11. Other Joint Power Agreements. Nothing in this Agreement shall prevent the Members from entering into other joint exercise of power Agreements. [Signature Pages Below]

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

COUNTY OF MENDOCINO By signing above, signatory warrants and represents that he/she executed this Agreement in
his/her authorized capacity and that by his/her
signature on this Agreement, he/she or the entity
upon behalf of which he/she acted, executed this
Agreement
By:

Name:

Title:

Date:

ATTEST
[Name]

COUNTY COUNSEL REVIEW

APPROVED AS TO FORM
By: By:

Date: Name:

I hereby certify that according to the provisions
of Government Code Section 25103, Deliver of
this document has been made.
[NAME], Clerk of said Board
By:

Date:

DEPARTMENT FISCAL REVIEW FISCAL REVIEW
By:

DEPARTMENT HEAD
By:

Deputy CEO/Fiscal
INSURANCE REVIEW:

RISK MANAGER
By:
[Name]

RISK MANAGER
EXECUTIVE REVIEW:

APPROVAL RECOMMENDED
By:
[Name]

CHIEF EXECUTIVE OFFICER

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

CITY OF UKIAH
By: Date:

Name:

By:

Title:

ATTEST
By: Date:

Title:

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

Russian River Flood Control and Water Conservation Improvement District By: Date:

Name:

Title:

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

Ukiah Valley Water Authority
By: Date:

Name:

Title:

Amended and Restated
Joint Powers Agreement of the Ukiah Valley Basin
Groundwater Sustainability Agency
This Amended and Restated Joint Powers Agreement (“Agreement”) is made and entered into by and among the Ukiah Valley Water Authority (“UVWA”), a joint powers authority; the City of Ukiah, a municipal corporation; the County of Mendocino, a political subdivision of the State of California; and the Russian River Flood Control and Water Conservation Improvement District (“RRFC”), which are referred to herein individually as a “Member” and collectively as “Members,” under which the Members agree to jointly exercise the powers of the Ukiah Valley Basin Groundwater Sustainability Agency. This Agreement shall be effective as of January 1, 2027.

Recitals
A. The Agency was formed pursuant to the original Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, effective May 10, 2017.

B. The Agency’s Members have determined that the original Joint Powers Agreement should be amended and restated in its entirety to reflect gained operational experience and current governance procedures.

C. The Agency’s Members have further determined that the original Joint Powers Agreement should be amended and restated in its entirety to reflect the voluntary withdrawal of the Upper Russian River Water Agency as a Member, effective July 7, 2025, including the addition of the Ukiah Valley Water Authority as a new Member.

D. Each of the Members is a local agency, as defined by the Sustainable Groundwater Management Act of 2014 (Division 2, Part 2.74 (commencing with §10720), Part 5 (commencing with § 4999), Part 5.1 (commencing with § 5100) and Part 5.2 (commencing with § 5200) of the California Water Code Section et seq.; “SGMA”), duly organized and existing under, and by virtue, of the laws of the State of California, and each Member has water supply, water management or land use responsibilities within the Ukiah Valley groundwater basin.

E. SGMA seeks to provide sustainable management of groundwater basins, enhance local management of groundwater, establish minimum standards for sustainable groundwater management, and provide local groundwater agencies with the authority and the technical and financial assistance necessary to sustainably manage groundwater.

F. Section 10720.7 of SGMA requires all basins designated as high or medium priority basins by the Department of Water Resources (“DWR”) in its Bulletin 118 be managed under groundwater sustainability plans, or coordinated groundwater sustainability, plans pursuant to SGMA.

G. The Ukiah Valley basin (designated basin number 1-52 in Bulletin 118; “Basin”) is designated as a medium-priority basin.

H. The Agency’s groundwater sustainability plan for the Basin was approved by the California Department of Water Resources on July 27, 2023.

I. The Members have determined that the sustainable management of the Basin pursuant to SGMA is best be achieved through the cooperation of the Members continuing to operate as a joint powers agency.

Attachment 2

J. The Joint Exercise of Powers Act (Chapter 5 (commencing with § 6500) of Division 7, of Title I of the California Government Code; the “Act”), authorizes two or more public agencies to, by agreement, jointly exercise any power held in common by agencies entering into such an Agreement and to exercise additional powers granted under the Act.

K. Based on the foregoing legal authority, the Members desire to execute this Amended and Restated Joint Powers Agreement, which shall supersede the original Joint Powers Agreement as of the Effective Date for the purpose of jointly exercising all powers and taking all actions deemed necessary by the joint powers agency to ensure sustainable management of the Basin, as required by SGMA.

L. The governing board of each Member has determined it to be in the Member’s and in the public’s best interest that this Agreement be executed.

Terms of Agreement
ARTICLE 1 DEFINITIONS
As used in this Agreement, unless context requires otherwise, the meanings of the terms set forth below shall be as follows:

1.1. “Act” means the Joint Exercise of Powers Act, set forth in Chapter 5 of Division 7of Title I of the Government Code, sections 6500, et seq., including all laws supplemental thereto.

1.2. “Agency” means the Ukiah Valley Basin Groundwater Sustainability Agency.

1.3. “Agreement” means this Amended and Restated Joint Powers Agreement.

1.4. “Basin” means the Ukiah Valley basin, as shown on the map attached as Exhibit A, which is incorporated herein by this reference.

1.5. “Board” means the Agency’s Board of Directors that shall serve as the governing body of the Agency pursuant to Article 7 of this Agreement.

1.6. “Committee” shall mean any committee established pursuant to Article 11 of this Agreement.

1.7. “Director(s)” means the individual(s) appointed to be on the Agency’s Board pursuant to Article 7.3 of this Agreement.

1.8. “Effective Date” means the date on which the last Member executes this Agreement.

1.9. “Fiscal Year” means July 1 through June 30.

1.10. “General Manager” means the individual appointed to pursuant to Article 13.1 of this Agreement.

1.11. “GSA” shall mean a groundwater sustainability agency.

1.12. “GSP” shall mean the Ukiah Valley Basin Groundwater Sustainability Plan, approved by the California Department of Water Resources on July 27, 2023.

1.13. “Member(s)” means the public agencies that are jointly exercising the powers of the Agency as provided in Article 6 of this Agreement.

1.14. “Special Project” means a project undertaken by some, but not all Members of the Agency, pursuant to Article 14 of this Agreement.

1.15. “Stakeholder Director” means a stakeholder within the Basin appointed pursuant to Article 7 of this Agreement.

ARTICLE 2 ADOPTION OF THIS AGREEMENT AND AGENCY BOUNDARIES

2.1. Upon the Effective Date, the original Joint Powers Agreement of the Ukiah Valley Basin Groundwater Sustainability Agency, effective May 10, 2017, shall be superseded in its entirety and replaced with this Agreement. The Agency shall be a public agency separate from its members. The principal office shall be provided for in the agency’s Bylaws, including as amended.

2.2. The boundaries of the Agency shall be as shown on the map on Exhibit A, attached and incorporated herein by this reference. The boundary shown on Exhibit A is an updated version of the Bulletin 118 boundary, based on the 2005 Larsen and Kelsey Map approved by the Department of Water Resources on January 26, 2017.

ARTICLE 3 TERM

3.1. This Agreement shall become effective upon the Effective Date and shall continue in full force and effect until terminated pursuant to the provisions of Article 17 of this Agreement or otherwise superseded by a new agreement.

ARTICLE 4 PURPOSE OF THE AGENCY AND THIS AGREEMENT

4.1. The purpose of this Agreement is to amend and restate the Joint Powers Agreement of the Agency and to continue the jointly exercising the powers of the Agency as a separate public agency and as the GSA for the Basin. The purpose of the Agency is to (a) develop and implement the GSP in order to implement SGMA requirements and achieve the sustainably goals outlined in SGMA; and (b) involve the public and area stakeholders through outreach and engagement in developing and implementing the GSP.

ARTICLE 5 POWERS OF THE AGENCY

5.1. Restrictions on Exercise of Powers. For purposes of Government Code Section 6509, the powers of the Agency shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed on the County of Mendocino, and in the event of the withdrawal of the County of Mendocino as a Member under this Agreement, then the powers of the Agency shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed on the City of Ukiah.

5.2. Powers. Subject to the limitations addressed herein, the Agency shall have the power in its own name to exercise any and all common powers of the Members reasonably related to the purposes of the Agency, including but not limited to, the following powers, together with such other powers as are expressly set forth in the Act and SGMA:

5.2.1 To exercise all powers afforded to a GSA pursuant to, and as permitted by, SGMA.

5.2.2 To develop and implement the GSP pursuant to SGMA.

5.2.3 To adopt rules, regulations, policies, bylaws and procedures governing the operation of the Agency; and development and implementation of the GSP.

5.2.4 To obtain rights, permits and other authorizations for, or pertaining to, implementation of the GSP, and to exercise the common powers of the Members, as directed by the Board, in developing and implementing the GSP.

5.2.5 To perform other ancillary tasks relating to the operation of the Agency pursuant to SGMA, including, without limitation, environmental review, engineering and design.

5.2.6 To employ, designate or otherwise contract for the services of agents, officers, employees, attorneys, engineers, planners, financial consultants, advisors, independent contractors, technical specialists and other consultants.

5.2.7 To make and enter into contracts necessary to the full exercise of the Agency’s power.

5.2.8 To investigate legislation and proposed legislation affecting the Basin and to make appearances regarding such matters.

5.2.9 To acquire property and other assets by grant, lease, purchase, bequest, devise, gift or eminent domain; and to hold, enjoy, lease, sell, or otherwise dispose of property, including real property, water rights and personal property, necessary for the full exercise of the Agency’s powers.

5.2.10 To cooperate, act in conjunction and contract with the United States, the State of California, or any agency thereof, counties, municipalities, public and private corporations of any kind (including, without limitation, investor-owned utilities), and individuals, or any of them, for any and all purposes necessary or convenient for the full exercise of the powers of the Agency.

5.2.11 To incur debts, obligations, and liabilities; to issue bonds, notes, certificates of participation, guarantees, equipment leases, reimbursement obligations and other indebtedness, and, to the extent provided for in a duly adopted Agency, to impose assessments, groundwater extraction fees or other charges, and other means of financing the Agency as authorized by Chapter 8 of SGMA.

5.2.12 To apply for, accept, and receive contributions, grants or loans from any public or private agency or individual in the United States, or any department, instrumentality, or agency thereof for the purpose of financing the Agency’s activities.

5.2.13 Invest money that is not needed for immediate necessities, as the Board determines advisable, in the same manner and upon the same conditions as other local entities in accordance with Section 5360l of the California Government Code, as that section now exists, or may hereafter be amended.

5.2.14 Reimburse Directors and TAC members for the actual amounts of reasonable and necessary expenses incurred, up to $100 per meeting, in attending Agency meetings or any committee of the Agency in performing the duties of their office, subject to Board policy and budget authorization, and provided that they are not receiving compensation for their participation from any other source.

5.2.15 To sue and be sued in the Agency’s own name; provided that a Member may determine not to contribute to the expenses of litigation initiated by the Agency.

5.2.16 To provide for the prosecution of, defense of, or other participation in actions or proceedings at law or in public hearings in which the Members, pursuant to this Agreement, may have an interest; and may employ counsel and other expert assistance for these purposes.

5.2.17 To exercise the common powers of its Members to develop, collect, provide and disseminate information that furthers the purposes of the Agency, including, but not limited to the operation of the Agency and implementation of the GSP, to the Members’ legislative, administrative, and judicial bodies, as well as the public generally.

5.2.18 Employ or retain a full time or part time supporting staff.

5.2.19 To perform all other acts necessary or proper to fully carry out the purposes of this Agreement.

5.3. The Agency and all of its Members confirm that nothing contained herein shall grant the Agency any power to alter any water right, contract right, or any similar right held by its Members, or amend a Member’s water delivery practice, course of dealing, or conduct without the express consent of the holder thereof.

ARTICLE 6 MEMBERSHIP

6.1. Members. The Members of the Agency shall consist of the public agencies that have executed this Agreement and that have not withdrawn or terminated their involvement in the Agency as set forth in this Agreement.

6.2. New Members. Additional public agencies may join the Agency and become a Member provided that the prospective new member: (a) is eligible to join a GSA as provided by SOMA, (b) possesses powers common to all other Members, and (c) receives unanimous consent of the existing Members, evidenced by the execution of a written amendment to this Agreement signed by all Members, including the additional public agency. Additional Stakeholders Directors may be created by the execution of a written amendment to this Agreement signed by all Members.

ARTICLE 7 AGENCY BOARD OF DIRECTORS

7.1. Formation of the Board of Directors. The Agency shall be governed by a Board of Directors.

The Board shall be composed of six (6) Directors consisting of the following representatives:

7.1.1 One (1) representative appointed by the governing board of each Member, who shall be a member of the governing board of the Member (each, a “Member Director”).

7.1.2 Two (2) Stakeholder Directors, one (1) of which shall be representative of agricultural stakeholders and interests within the Basin; and one (1) of which shall be representative of tribal stakeholders and interests within the Basin. The two (2) Stakeholder Directors shall meet the following qualifications:
(a) One (1) Agricultural Stakeholder Director. The Agricultural Stakeholder Director shall meet the following criteria, determined at the sole discretion of the Board: (1) be a resident of the County of Mendocino; and (2.a) own/ lease real property in active commercial agricultural production overlying the Basin or (2.b) be an employee of a commercial agricultural production operation overlying the basin involved with water use decisions. The Agricultural Stakeholder may not be a party to any pending litigation against the Agency or any of its Members.
(b) One (1) Tribal Stakeholder Director shall be appointed by the 7 Tribes exercising jurisdiction over Indian lands within the Basin identified as Redwood Valley Rancheria, Coyote

Valley Reservation, Pinoleville Pomo Nation, Potter Valley Rancheria, Guidiville Rancheria, Yokayo Tribe, and the Hopland Reservation.

7.2. Duties of the Board. The business and affairs of the Agency, and all of the powers of the Agency, including without limitation all powers set forth in Article 5 of this Agreement, are reserved to and shall be exercised by and through the Board, except as may be expressly delegated to the General Manager or others pursuant to this Agreement, the Agency’s Bylaws, including as amended, or by specific action of the Board.

7.3. Appointment of Directors. The Directors shall be appointed as follows:

7.3.1 Member Directors. Each Member Director must sit on the governing board of the Member and be appointed by that governing board by Resolution, which Resolution shall be transmitted to the Chair or General Manager of the Agency following adoption by the Member.

7.3.2 Stakeholder Directors. The two (2) Stakeholder Directors shall be appointed as follows:
(a) One (l) Stakeholder Director shall be chosen by the Member Directors to represent agricultural interests within the Basin. This Stakeholder Director shall meet the qualifications as described in 7.1.2(a). This Stakeholder Director shall be selected from a list of three (3) nominations submitted from the Mendocino County Farm Bureau, but the three (3) nominees need not be a member of the organization. Nominees shall be submitted to the Member Directors pursuant to a process specified in the Bylaws, including as amended, unless directed otherwise by the Member Directors. The Member Directors shall consider the nominees at a regular meeting of the Board and shall appoint the Agricultural Stakeholder Director upon simple majority vote of all Member Directors. (b) One (1) Tribal Stakeholder Director shall be chosen by the Member Directors to represent Tribal interests within the Basin. The Member Directors shall confirm the nomination for the Tribal Stakeholder Director submitted by the 7 Tribes within the Ukiah Valley. The Member Directors shall confirm the nominee at a regular meeting and shall appoint the Tribal Stakeholder Director upon simple majority vote of all Member Directors.

7.3.3 Alternate Directors. Each Member Director and Stakeholder Director may also nominate one (1) Alternate Director to the Board. Alternate Member Directors shall be and appointed in the same manner provided in Article 7.3.1. Alternate Stakeholder Directors shall be nominated and appointed in the same manner provided in Article 7.3.2(a) and (b). Alternate Directors shall have no vote and shall not participate in any discussions or deliberations of the Board unless appearing as a substitute for a Director due to absence or conflict of interest. If the Director is not present, or if the Director has a conflict of interest which precludes participation by the Director in any decision-making process of the Board, the Alternate Director appointed to act in his/her place shall assume all rights of the Director, and shall have the authority to act in his/her absence, including casting votes on matters before the Board. Alternate Directors are encouraged to attend all Board meetings and stay informed on current issues before the Board. If the Director is not present, the Alternate Director shall be entitled to participate in all respects as a Director.

7.4. Terms of Office. The term of office for each Director two (2) years. Each Director shall serve at the pleasure of the appointing Member and may be removed from the Board by the appointing members at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the unexpired term of the previous Director, pursuant to Article 7 of this Agreement and within ninety (90) days

of the date that such position becomes vacant. In this case if the new Director is appointed mid-term they are serving the remainder of the past Directors term.

7.5. Removal of Directors. Directors and Alternate Directors shall serve at the pleasure of their appointing Member’s governing board and may be removed or replaced at any time. A Director that no longer meets the qualifications set forth in section 7.1 is automatically removed from the Agency Board.

Additionally, absenteeism and/or unethical/improper conduct may warrant removal from the governing board. Any unethical or improper conduct by a Director will be documented in writing and presented to the Board with the recommendation for corrective action or removal. Upon removal of a Director, the Alternate Director shall serve as a Director until a new Director is appointed by the Member. Members must submit any changes in Director or Alternate Director positions to the Chair or General Manager in writing and signed by the Member. A Stakeholder Director may be removed or reappointed by a simple majority vote of all Member Directors.

7.6. Vacancies. A vacancy on the Board shall occur when a Director resigns or reaches the end of that Director’s term, as set forth in Article 7.5 of this Agreement, or when a Director fails to participate in more than three consecutive meetings. For Member Directors, a vacancy shall also occur when he/she is removed by his/her appointing Member. For Stakeholder Directors, a vacancy shall also occur when the Stakeholder Director is removed, as set forth in Article 7.5 of this Agreement. Upon the vacancy of a Member Director, the Alternate Director shall serve as Director until a new Director is appointed, as set forth in Article 7.3 of this Agreement, unless the Alternate Director is already serving as a Member Director in the event of a prior vacancy, in which case, the seat shall remain vacant until a replacement Director is appointed as set forth in Article 7.3 of this Agreement. Members shall submit any changes in Director or Alternate Director positions to the Board or General Manager by written notice, signed by an authorized representative of the Member. If a Director or Alternate Director’s term has expired, they may continue to hold office until a replacement is appointed and assumes the role. The written notice shall include a Resolution of the governing board of the Member directing such change in the Director or Alternative Director position.

7.7. Adjustment to Composition of the Board. Should the circumstances change in the future, any person or entity may petition the Members hereto to amend this Agreement so as to add or delete representatives to the Board to accurately reflect groundwater production within the boundaries of the authority.

ARTICLE 8 AGENCY MEETINGS

8.1. Time and Place. The Board shall hold regular meetings at least quarterly, in accordance with Article 3.1 of the Bylaws, including as it may be amended from time to time.

8.2. Conduct. All meetings of the Board shall be noticed, held, and conducted in accordance with the Ralph. M. Brown Act to the extent applicable. Directors and Alternate Directors may use teleconferencing in connection with any meeting in conformance with and to the extent authorized by the

applicable laws, but note that appearing in person is necessary to achieve a quorum of the Board per Article

9.1. 8.3. Local Conflict of Interest Code. The Board shall adopt a local conflict of interest code pursuant to the provisions of the Political Reform Act of 1974 (Government Code sections 81000, et seq.).

ARTICLE 9 BOARD VOTING

9.1. Quorum. A majority of the members appearing in person at a meeting of the Board shall constitute a quorum for purposes of transacting business, except less than a quorum may vote to adjourn a meeting.

9.2. Director Votes. Each Director shall have one (1) vote. Except as otherwise specified in this Agreement, all affirmative decisions of the Board shall require the affirmative vote of a simple majority of all Directors participating in voting on a matter of Agency business; provided that if a Director is disqualified from voting on a matter before the Board because of a conflict of interest, that Director shall be excluded from the calculation of the total number of Directors that constitute a majority. The Board shall strive for consensus of all members on items.

9.3. Voting on Fiscal Items. Fiscal items, approval of the annual budget of the Agency and any expenditures, and any projects shall require an affirmative vote by a majority of the Board.

ARTICLE 10 OFFICERS

10.1. Officers. The Board shall select a Chairman, Vice-Chairman, and any other officers as determined necessary by the Board. The Chair and Vice Chair shall serve two (2) year terms and shall not serve more than two (2) consecutive terms in the same office.

10.1.1 The Chairman shall preside at all Board Meetings.

10.1.2 The Vice-Chairman shall act in place of the Chairman at meetings should the Chairman be absent.

10.1.3 The Clerk shall keep minutes of all meetings of the Board and shall, as soon as possible after each meeting, forward a copy of the minutes to each member and alternate of the Board.

10.1.4 All Officers shall be chosen at the first Board meeting and serve a term for two (2) years. An Officer may serve for multiple consecutive terms, but no more than two (2) terms in the same office. Any Officer may resign at any time upon written notice to the Agency.

ARTICLE 11 COMMITTEE FORMATION

11.1. Internal Committee Formation. There shall be established such internal committees as the Board shall determine from time to time. Each such internal committee shall be comprised of two (2) Directors, shall exist for the term specified in the action establishing the committee, shall meet as directed by the Board, and shall make recommendations to the Board on the various activities of the Agency.

11.2. External Advisory Committee Formation. The Board may establish, as deemed necessary, one or more advisory committees comprised of diverse social, cultural, and economic elements of the population and area stakeholders within the Basin. The Board shall encourage the active involvement of the advisory committee(s) during the development and implementation of the GSP. The Board will ensure

that at least one (1) member from the Board or Agency employee attends and participates in each advisory committee meeting.

11.3. Technical Advisory Committee. There shall be established a technical advisory committee, the purpose of which shall be to provide advice to the Board on issues of a technical nature related to the activities of the Agency. The technical advisory committee shall be comprised of at least one (1) representative of each Member and one (1) representative each for the Agricultural Stakeholder Director and the Tribal Stakeholder Director. The technical advisory committee shall meet as directed by the Board and shall make recommendations to the Board as requested. The role and responsibilities of the technical advisory committee will be established in a Memorandum of Understanding between the Agency and the Members.

ARTICLE 12 TREASURER AND LEGAL COUNSEL

12.1. Treasurer. The Agency’s Treasurer role shall be performed in accordance with Article 6.2 of the Bylaws, including as it may be amended from time to time.

12.2. Legal Counsel. The Board may appoint legal counsel as it deems appropriate.

ARTICLE 13 GENERAL MANAGER

13.1. Appointment. The Board may hire a General Manager who shall be compensated for his or her services, as determined by the Board. The General Manager may, though need not be, an officer, employee or representative of one of the Members.

13.2. Duties. The General Manager shall be the Chief Administrative Officer of the Agency, shall serve at the pleasure of the Board, and shall be responsible to the Board for the proper and efficient administration of the Agency. The General Manager shall have the powers designated in the Bylaws, including as amended.

13.3. Term and Termination. The General Manager shall serve until he/she resigns or the Board terminates his/her appointment.

13.4. Staff. The General Manager may employ such additional full-time and or part-time employees, assistants, and independent contractors that may be necessary from time to time to accomplish the purposes of the Agency, subject to approval of the Board. The Agency may contract with a Member or other public agency or private entity for various services, including without limitation, those related to the Agency’s finances, purchasing, risk management, information technology, human resources and other technical and non-technical staff assistance as may be required. A written Agreement shall be entered between the Agency and the Member or other public agency or private entity contracting to provide such service, and that Agreement shall specify the terms on which such services shall be provided, including without limitation, the compensation, if any, that shall be made for the provision of such services.

ARTICLE 14 SPECIFIC PROJECTS

14.1. Projects. The Agency intends to carry out activities in furtherance of its purposes and consistent with the powers established by the Agreement with the participation of all Members.

14.2. Member Specific Projects. In addition to the general activities undertaken by all Members of the Agency, the Agency may initiate specific projects or litigation that involves less than all Members. No Member shall be required to be involved in a project that involves less than all the Members.

14.3. Project Agreement. Prior to undertaking any project or litigation that does not involve all Member Agencies, the Members electing to participate in the project shall enter into a Project Agreement.

A Member may elect not to participate in a specific project or litigation matter by providing notice and not entering into the Project Agreement specific to the matter in which the Member has elected not to participate. Each Project Agreement shall provide the terms and conditions by which the Members that enter into the Project Agreement will participate in the project. All assets, rights, benefits, and obligations attributable to the Project shall be assets, rights, benefits, and obligations of those Members which have entered into the Project Agreement. Any debts, liabilities, obligations, or indebtedness incurred by the Agency in regard to a particular Project shall be the debts, liabilities, obligations, and indebtedness of those Members who have executed the Project Agreement in accordance with the terms thereof and shall not be the debts, liabilities, obligations, and indebtedness of those Members who have not executed the Project Agreement. Further, to the extent the Project is litigation, the Members who have not entered into the Project Agreement shall not be named or otherwise listed in the pleadings and/or appear on litigation materials.

14.4. Board Approval. The Board shall have the authority to disapprove any Project Agreement upon a determination that the Project Agreement has specific, substantial adverse impacts upon Members that have not executed the Project Agreement.

ARTICLE 15 BUDGET AND EXPENSES

15.1. Budgets. Within ninety (90) days after the first meeting of the Board, and thereafter prior to the commencement of each fiscal year, the Board shall adopt a budget for the Agency for the ensuing fiscal year.

15.2. Agency Funding and Contributions. The Agency shall be funded through any mechanism allowed by law, including grant funding, assessments, charges, fees, or other mechanisms authorized by SGMA, Proposition 26, Proposition 218, or other applicable law. The Agency may also be funded through additional voluntary contributions by all Members.

ARTICLE 16 LIABILITY AND INDEMNIFICATION

16.1. Liability. The Members do not intend hereby to be obligated either jointly or severally for the debts, liabilities or obligations of the Agency, except as may be specifically provided for in California Government Code Section 895.2, as amended or supplemented. Therefore, unless and to the extent otherwise required by law or agreed to herein by the Members, in accordance with California Government Code Section 6507, the debts, liabilities and obligations of the Agency shall not be the debts, liabilities or obligations of the Member entities. The Agency shall own and hold title to all funds, property and works acquired by it during the term of this Agreement.

16.2. Indemnification. Funds of the Agency may be used to defend, indemnify, and hold harmless the Agency, each Member, each Director, and any officers, agents and employees of the Agency for their actions taken within the course and scope of their duties while acting on behalf of the Agency. Other than for gross negligence or intentional acts, to the fullest extent permitted by law, the Agency agrees to save, indemnify, defend and hold harmless each Member from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, or are in any way attributable in whole or in part to,

negligent acts or omissions of the Agency or its employees, officers or agents or the employees, officers or agents of any Member, while acting within the course and scope of a Member relationship with the Agency.

ARTICLE 17 WITHDRAWAL AND TERMINATION

17.1. Withdrawal. A Member may unilaterally withdraw from this Agreement without causing or requiring termination of this Agreement, effective upon sixty (60) days written notice to the remaining Members.

17.2. Termination of Agency. This Agreement may be rescinded and the Agency terminated by unanimous written consent of all Members, except during the outstanding term of any Agency indebtedness.

17.3. Effect of Withdrawal or Termination. Upon termination of this Agreement or unilateral withdrawal, a Member shall remain obligated to pay its share of all debts, liabilities and obligations of the Agency required of the Member pursuant to the terms of this Agreement which were incurred or accrued prior to the date of such termination or withdrawal, including without limitation, those debts, liabilities and obligations pursuant to Article 5.2.11. Any Member that withdraws from the Agency shall have no right to participate in the business and affairs of the Agency, or to exercise any rights of a Member under this Agreement or the Act, but shall continue to share in distributions from the Agency on the same basis as if such Member had not withdrawn, provided that a Member that has withdrawn from the Agency shall not receive distributions in excess of the contributions made to the Agency while a Member. The right to share in distributions granted under this article shall be in lieu of any right the withdrawn Member may have to receive a distribution or payment of the fair value of the Member’s interest in the Agency.

17.4. Disposition of Agency Assets upon Termination.

17.4.1 Surplus Funds. Upon termination of this Agreement, any reserves or surplus money on-hand shall be returned to the Members in the same proportion said Members have funded such reserves or surplus, in accordance with California Government Code section 6512.

17.4.2 Agency Property. The Agency shall first offer any assets of the Agency for sale to the Members on terms and conditions determined by the Board. If no such sale to Members is consummated, the Board shall offer the assets of the Agency for sale to any non-member for good and adequate consideration on terms and conditions determined by the Board.

ARTICLE 18 MISCELLANEOUS

18.1. No Predetermination or Irretrievable Commitment of Resources. Nothing in this Agreement shall constitute a determination by the Agency or any of its Members that any action shall be undertaken or that any unconditional or irretrievable commitment of resources shall be made, until such time as the required compliance with all local, state, or federal laws, including without limitation the California Environmental Quality Act, National Environmental Policy Act, or permit requirements, as applicable, has been completed.

18.2. Notices. Notices hereunder shall be sufficient if delivered via electronic mail, First-Class mail to the addresses below:

Russian River Flood Control and Water Conservation Improvement District:
15 I Laws Avenue, Suite D, Ukiah, CA 95482
County of Mendocino: 501 Low Gap Road, Room 1010, Ukiah, CA 95482 City of Ukiah: 300 Seminary Avenue, Ukiah, CA 95482
Ukiah Valley Water Authority, 300 Seminary Avenue, Ukiah, CA 95482

18.3. Bylaws. The Agency shall maintain Bylaws of the Agency to govern day-to-day operations of the Agency.

18.4. Amendment. This Agreement may be amended at any time, by mutual agreement of the Members, provided that before any amendments shall be operative or valid, it shall be reduced to writing and signed by all Members hereto.

18.5. Agreement Complete. This Agreement constitutes the full and complete Agreement of the Members. This Agreement supersedes all prior Agreements and understandings, whether in writing or oral, related to the subject matter of this Agreement that are not set forth in writing herein.

18.6. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in force and unaffected to the fullest extent permitted by law and regulation.

18.7. Execution in Counterparts. The Parties intend to execute this Agreement in counterparts. It is the intent of the Parties to hold one (1) counterpart with single original signatures to evidence the Agreement and to thereafter forward three (3) other original counterparts on a rotating basis for all signatures. Thereafter, each Member shall be delivered an originally executed counterpart with all Member signatures.

18.8. Withdrawal by Operation of Law. Should the participation of any Member to this Agreement be decided by the courts to be illegal or in excess of that Member’s authority or in conflict with any law, the validity of this Agreement as to the remaining Members shall not be affected thereby.

18.9. Assignment. The rights and duties of the Members may not be assigned or delegated without the written consent of all other Members. Any attempt to assign or delegate such rights or duties in contravention of this Agreement shall be null and void.

18.10. Binding on Successors. This Agreement shall inure to the benefit of, and be binding upon, the successors or assigns of the Members.

18.11. Other Joint Power Agreements. Nothing in this Agreement shall prevent the Members from entering into other joint exercise of power Agreements. [Signature Pages Below]

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

COUNTY OF MENDOCINO By signing above, signatory warrants and represents that he/she executed this Agreement in
his/her authorized capacity and that by his/her
signature on this Agreement, he/she or the entity
upon behalf of which he/she acted, executed this
Agreement
By:

Name:

Title:

Date:

ATTEST
[Name]

COUNTY COUNSEL REVIEW

APPROVED AS TO FORM
By: By:

Date: Name:

I hereby certify that according to the provisions
of Government Code Section 25103, Deliver of
this document has been made.
[NAME], Clerk of said Board
By:

Date:

DEPARTMENT FISCAL REVIEW FISCAL REVIEW
By:

DEPARTMENT HEAD
By:

Deputy CEO/Fiscal
INSURANCE REVIEW:

RISK MANAGER
By:
[Name]

RISK MANAGER
EXECUTIVE REVIEW:

APPROVAL RECOMMENDED
By:
[Name]

CHIEF EXECUTIVE OFFICER

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

CITY OF UKIAH
By: Date:

Name:

By:

Title:

ATTEST
By: Date:

Title:

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

Russian River Flood Control and Water Conservation Improvement District By: Date:

Name:

Title:

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the Effective Date:

Ukiah Valley Water Authority
By: Date:

Name:

Title:

4908-2708-8062.3 014737.001 1

MEMORANDUM OF UNDERSTANDING

UKIAH VALLEY BASIN TECHNICAL ADVISORY COMMITTEE

TO THE GROUNDWATER SUSTAINABILITY AGENCY
This Memorandum of Understanding (“MOU”) effective January 1, 2027, is entered into by and among the Ukiah Valley Basin Groundwater Sustainability Agency (“UVBGSA”), the Ukiah Valley Water Authority (“UVWA”), the County of Mendocino, the City of Ukiah, and the Russian River Flood Control and Water Conservation Improvement District (“RRFC”). The entities entering this MOU, and any entities subsequently added under section 3.2, are each an individual “Party” and collectively are “Parties.”

RECITALS
A. In 2014, the California Legislature passed the Sustainable Groundwater Management Act (“SGMA”), Water Code sections 10720-10737.8.

B. The UVBGSA is a joint powers authority comprised of representatives of the County of Mendocino, the City of Ukiah, the Ukiah Valley Water Authority, and the Russian River Flood Control and Water Conservation Improvement District, all of which are local agencies with land use or water supply responsibilities within the Ukiah Valley Groundwater Basin (Department of Water Resources B-118 Basin No. 1-052) (the “Basin”). The UVBGSA has been designated as the exclusive groundwater sustainability agency for the Basin. Additionally, the board has one Agricultural Director and one Tribal Director seat.

C. Ukiah Valley Basin Technical Advisory Committee (“TAC”) members are stakeholders with technical expertise and knowledge regarding management of Basin groundwater and related surface water resources. Through the formation of the TAC, these Parties will assist the UVBGSA in support of its SGMA obligations and efforts to develop sustainable groundwater management in the Basin.

D. The Parties, by and through their respective governing boards, have determined that it would be mutually beneficial to participate in the TAC and this MOU, with their participation guided by the following principles:
i. Sustainable groundwater management can be achieved through coordinated management of Basin groundwater and related surface water supplies. ii. Regional actions that leverage available resources for compliance with SGMA and water rights regulations can be achieved and will result in a more efficient and effective response to water reliability issues in the Upper Russian River watershed. iii. As directed by the UVBGSA governing board, the TAC will cooperate in the development of a common scientific understanding of the processes of interaction between groundwater in the Basin and surface water.

Attachment 3

4908-2708-8062.3 014737.001 2
In consideration of these recitals and the mutual agreement in this MOU, the Parties agree as follows:

AGREEMENT

1. Purpose and Authority. The purpose of the TAC is to provide information and recommendations to the UVBGSA Board of Directors regarding the development and preparation of groundwater management policies and programs, and information regarding the interaction of surface water in the Basin.

The TAC will have authority to make recommendations on the following actions:
 Assess present groundwater conditions in the Basin.
 Provide review, comments and recommendations to the UVBGSA regarding technical data and analyses for SGMA implementation in the Basin and its interaction with surface water supplies.
 Provide review, comments and recommendations regarding the Basin Groundwater Sustainability Plan that the UVBGSA will prepare.
 Provide a forum to share technical information and coordinate various activities by the Parties that could affect water resource management in the Basin and Upper Russian River watershed.
 Identify and develop water management concepts of mutual interest for consideration by the UVBGSA governing board.
 Coordinate and partner for grant funding opportunities related to surface and groundwater interaction and management.
 Review and provide comments and recommendations on other items referred to the TAC by the UVBGSA Board of Directors, or on other matters of mutual interest to the UVBGSA, the TAC or the Parties.

2. Process of Recommendation by the TAC to the Board of Directors. The Parties agree that the TAC will strive for consensus in all of its decision making activities. The Parties agree that working toward stakeholder consensus is a fundamental principle of the TAC and this MOU.

The TAC is consensus seeking but shall not limit itself to strict consensus if 100% agreement among all representatives cannot be reached after all interests and options have been thoroughly identified, explored, and discussed. When unable to reach consensus on advice or recommendations, the Committee will outline the areas in which it does not agree, providing some explanation of both majority and minority viewpoints in its recommendation reports that inform Board decision-making.

4908-2708-8062.3 014737.001 3
In order to conduct business (e.g. make and advance a recommendation to the Board), a quorum of the TAC must be present. A super majority of the total number of TAC members, present at a meeting in person, constitutes a quorum.

The TAC serves strictly in an advisory capacity and does not have independent decisionmaking authority.

Board Direction to TAC
The Board of Directors may direct the TAC to review and provide recommendations on specific technical or policy matters. Such direction shall be communicated through:
 Formal Board action; or
 The General Manager or designee.

The TAC shall respond to Board directives within a reasonable timeframe and provide written recommendations as appropriate.

3. Committee Governance.

3.1. Membership. The TAC will consist of the following members:
 One regular and one alternate member from each of the UVBGSA Members: County of Mendocino, City of Ukiah, Ukiah Valley Water Authority, Russian River Flood Control and Water Conservation Improvement District.
 One regular and one alternate member representing the interests of the Agricultural Stakeholder Director.
 One regular and one alternate member representing the interests of the Tribal Stakeholder Director.
 One regular member and one alternate member representing each entity added to the MOU pursuant to section 3.2, to be appointed by that entity’s governing board.

Each regular member and each alternate member will serve at the pleasure of the appointing entity and each may be removed and replaced at any time by the appointing entity’s governing board, with a replacement designated by notice to the Parties.

TAC members shall serve until replaced by the appointing authority.

Committee Roles for Chair and Vice-Chair
The TAC shall annually elect a Chair and Vice-Chair.

The Chair shall:

Preside over meetings;

4908-2708-8062.3 014737.001 4
Coordinate with staff on agenda development;
Serve as liaison to the Board.

The Vice-Chair shall act in the absence of the Chair.

Staff Support
The General Manager (or designee) shall provide administrative and technical support to the TAC.

Ad Hoc Committees
The TAC may establish ad hoc working groups, subject to coordination with the Chair and General Manager, to address specific technical issues.

Ad hoc groups shall be temporary and advisory in nature; Participation may include nonTAC subject matter experts; Ad hoc groups shall report findings back to the TAC.

3.2. Addition of Parties. Additional parties may become a Party through TAC member agreement and recommendation for action by the Board of Directors.

3.3. Withdrawal of Parties. A Party may withdraw from the MOU or be removed from the MOU by: (a) unanimous action by the other Parties’ governing boards, or (b) written notice to the other Parties from the governing board of the Party leaving the MOU.

Additionally, a TAC member may be removed if they miss more than three consecutive meetings.

3.4. Meetings, Notice and Brown Act Compliance. The TAC meetings will comply with the Ralph M. Brown Act (Government Code, §§ 54950-54963 (the “Brown Act”)). The Committee will hold its first meeting as directed by the Board of Directors. The time, place and manner of holding meetings will be prescribed by the TAC and announced by email to the TAC and all interested parties. The TAC will hold meetings as frequently as directed by the Board of Directors. Special TAC meetings may be called by the TAC members, provided that notification to the public is made in accordance with the Brown Act.

3.5. Compensation. Regular TAC members shall be compensated as provided in Article 5.2.14 of the Joint Powers Agreement of the UVBGSA, including as amended.

3.6. Rules. Subject to approval by the Board of Directors in accordance with the Brown Act, the TAC may adopt such other rules as it may deem necessary for the transaction of its business.

4. Termination. This MOU will be effective as of the effective date above and will remain in effect until terminated by a majority vote by the UVBGSA Board of Directors, or a unanimous vote of the TAC members.

5. Additional Matters of Mutual Interest. The following activities have been identified as additional matters of mutual interest to the Parties. The TAC may add, remove or modify this list at any time without amending this MOU.

4908-2708-8062.3 014737.001 5
 United States Geological Survey Russian River Watershed study/coupled surface water/groundwater model development.
 Data sharing and collaboration to support an update of Upper Russian River/Lake Mendocino reliability study.
 Coordination of monitoring programs that will be used to support implementation of SGMA.
 Improved water management and forecast informed reservoir operations for Lake Mendocino.
 Evaluation of new water supply projects (e.g., recycled water, conjunctive use programs) that are aligned with the purposes and goals of SGMA and that will improve Upper Russian River/Lake Mendocino water supply reliability.  Promotion of conservation and water use efficiency to promote water supply resiliency.
 Pursuing Upper Russian River drought contingency plans to reduce impacts of water shortages.
 Collaboration and coordination related to Potter Valley Project relicensing process.  Coordination to jointly pursue funding opportunities to support initiatives of mutual interest.

6. General Provisions.

6.1. Joint Authorship and Interpretation. This MOU will be deemed to have been prepared equally by all of the Parties, so its terms, individually and as a whole, will not be interpreted against any Party on the grounds that a Party prepared those terms.

6.2. Amendment. This MOU may be amended as circumstances necessitate by a written amendment executed by representatives of all of the Parties.

6.3. Compliance with Laws. Each Party will comply with all laws, regulations, orders and other legal obligations applicable to its actions under this MOU.

6.4. Notices. All notices given by a Party under this MOU will be deemed to have been given and received by another Party: (a) immediately upon personal delivery; (b) three business days after the notice is deposited in the U.S. mail, with adequate first-class postage prepaid; or (c) the business day following facsimile or e-mail transmission, with return receipt requested and received. The following are the Parties' representatives and contact information for purposes of notices under this MOU:

4908-2708-8062.3 014737.001 6
UVBGSA
501 Low Gap Rd., Room 1010
Ukiah, CA 95482
UVWA
[ADDRESS]

COUNTY OF MENDOCINO
[ADDRESS]
RRFC
[ADDRESS]

CITY OF UKIAH
Any Party may change its above referenced representative or contact information by notifying the other Parties of the change.

6.5. Legal Capacity and Signatures. Each individual executing this MOU as a Party's representative represents that he or she has the legal authority to do so on that Party's behalf. This MOU and any amendments may be signed in counterparts and by facsimile or PDF signatures.

6.6. No Commitment to Actions with Environmental Impacts. The Parties do not intend to make, and nothing in this MOU makes, any commitment to any action that could cause a physical change in the environment. To the extent there is any dispute about whether any term of this MOU represents a commitment to such an action, that term will be interpreted as not involving such a commitment. No Party subject to the California Environmental Quality Act (Public Resources Code §§ 21000-21189.3 ("CEQA")) will make a commitment to any such action before conducting and completing any environmental analysis required by CEQA.

6.7. Integration. This MOU states the Parties' entire agreement concerning its subject matter and incorporates and supersedes any prior agreements, representations, negotiations or understandings concerning that subject matter.
[Signatures on the following page.]
300 Seminary Ave.

Ukiah, CA 95482

4908-2708-8062.3 014737.001 7
IN WITNESS WHEREOF, the Parties hereto have executed this MOU as of the date of the last signature.

UVBGSA: UVWA:

By: By:

Name: Name:

Title: Title:

Date: Date:

COUNTY OF MENDOCINO: CITY OF UKIAH:

By: By:

Name: Name:

Title: Title:

Date: Date:

RRFC:

By:

Name:

Title:

Date:

Agenda Item No: 8.c.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1423

AGENDA SUMMARY REPORT
SUBJECT: Adoption of an Ordinance Amending Section 1166 of the Ukiah City Code Regarding Design Review Board Meetings, Rules, and Records.

DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Kristine Lawler, City Clerk
ATTACHMENTS:

1. Proposed Ordinance
Summary: The City Council will consider adopting an ordinance to amend Section 1166 of the Ukiah City Code regarding Design Review Board meetings, rules, and records.

Background: The Design Review Board (DRB) was established in 2012 in response to the elimination of the Redevelopment Agency (RDA). The DRB serves in an advisory capacity to City staff, the Zoning Administrator, the Planning Commission, and the City Council on the architecture and design of structures, site planning, and other urban design matters within the city. The DRB also assists with implementation of the Ukiah General Plan and helps ensure the orderly growth and development of the city.

On March 18, 2026, Staff brought an item to the City Council to modify the DRB’s meeting schedule to one regular annual meeting, with special meetings scheduled throughout the year as projects become ready for review. The proposal was based on the DRB having met only one to three times per year in recent years.

Regularly scheduled meetings that are ultimately canceled require staff time and also require DRB members to keep dates available for meetings that may not occur.

During the March meeting, the Planning Commission Chair and members of the public submitted written comments to the Council suggesting that the DRB's scope of work first be reviewed prior to making changes to the meeting schedule. The Council therefore directed Staff to return to the DRB and Planning Commission for further discussion and recommendations before bringing the item back to Council.

Discussion: Staff scheduled a discussion with the DRB, which met on June 25, 2026, to discuss the proposed meeting schedule and scope of the DRB. By a unanimous 4-0 vote (1 vacancy), the DRB recommended holding two regular meetings each year, including one annual joint meeting with the Planning Commission, with special meetings scheduled as needed throughout the remainder of the year. Special meetings could be scheduled for any new business items, including but not limited to, the review of the design of minor and major site development permit projects, the review and/or approval of mural permits, and the filling of vacancies. The DRB also determined that no changes to its existing scope or purpose were necessary.

On July 8, 2026, the Planning Commission considered the DRB’s recommendations. The Planning Commission expressed support for maintaining the DRB’s existing scope and for the modified meeting schedule, including the annual joint meeting with the Planning Commission.

At the Council meeting of September 2, 2026, City Council unanimously introduced an ordinance by title only to amending Section 1166 of the Ukiah City Code regarding Design Review Board meetings, rules, and

records.

Staff now requests Council adopt the ordinance (Attachment 1) amending Section 1166 of the Ukiah City Code regarding Design Review Board meetings, rules, and records. If adopted, the ordinance will go into effect in 30 days.

Recommended Action: Adopt an ordinance amending Section 1166 of the Ukiah City Code regarding Design Review Board meetings, rules, and records.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Craig Schlatter, Community Development Director and Darcy Vaughn, City Attorney STRATEGIC PLAN (SP): SP 5B - Develop open communication and workflow practices that cultivate invested team members and community awareness/involvement.

GENERAL PLAN ELEMENTS (GP): N/A

ORDINANCE NO. ______
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING DIVISION 1, CHAPTER 3, ARTICLE 4B, SECTION 1166 OF THE UKIAH CITY CODE, PERTAINING TO MEETINGS; RULES; RECORD FOR THE DESIGN REVIEW BOARD
The City Council of the City of Ukiah hereby ordains as follows:

1. Ukiah City Code Section 1166 is amended to read as follows:
§1166: MEETINGS; RULES; RECORD: The Board shall hold two regular meetings each year, one of which shall be a joint meeting with the Planning Commission, and may hold special meetings as needed, at a time and place established by the Board, unless a regular meeting is canceled due to a lack of business or lack of a quorum. The Board shall adopt rules for the conduct of business and shall keep a written record of its findings and determinations, and overall business, which record shall be a public record.

The City Manager may assign a City staff member to serve as the Board’s recording secretary, who shall prepare minutes for the Board’s approval. Alternatively, if no recording secretary is assigned to the Board, the Board may assign meeting recording duties to a Board member, who shall prepare minutes for the Board’s approval.

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 September 2, 2026 by the following roll call vote:

AYES: Councilmembers Crane, Rodin, Criss, Orozco, and Mayor Sher.

NOES: None.

ABSENT: None.

ABSTAIN: None.

Adopted on ___________, 2026 by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________
Susan Sher, Mayor
ATTEST:
_____________________________
Araceli Sandoval, Deputy City Clerk
Attachment 1

Agenda Item No: 8.d.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1451

AGENDA SUMMARY REPORT
SUBJECT: Adoption of Resolution Amending the Appendix to the Conflict of Interest Code to Reflect a Current List of Economic Disclosure Filers.

DEPARTMENT: City Clerk PREPARED BY: Araceli Sandoval, Deputy City Clerk PRESENTER: Araceli Sandoval, Deputy City Clerk
ATTACHMENTS:

1. Exhibit A - redline

2. 45-day Notice

3. Proposed Resolution with Exhibit A - clean
Summary: The City Council will consider adopting a resolution amending the appendix to the Conflict of Interest Code to reflect a current list of economic disclosure filers.

Background: Each even-numbered year, the Fair Political Practices Commission (FPPC) asks city clerks to conduct a biennial review of the agency’s Conflict of Interest Code, which determines what employees within the organization, and contractors working for the organization, must file economic disclosure forms, also known as Form 700. The last time an amendment to the City of Ukiah’s Conflict of Interest Code appendix was made was on September 21, 2022
On June 3, 2026, the City Council directed the City Clerk to modify the Conflict of interest code per the FPPC guidelines, seek review from the City Attorney, provide a 45-day public comment period for the suggested changes, and schedule – if necessary - a public hearing to consider adoption of the modified Conflict of Interest Code.

Using the guidelines provided by the FPPC, the City Clerk along with the Human Resources Director have added new designations, new positions, modified titles, and deleted old positions. These changes are shown on the redlined version of the current Code Appendix (Attachment 1), and were reviewed by the City Attorney.

Per the guidelines, an email with a 45-day comment period was distributed among all employees on July 16, 2026 (Attachment 2). Per the notice deadline of August 16, 2026, no public hearing was requested, and no comments were received.

Discussion: Staff is recommending that Council adopt the Resolution (Attachment 3 – with clean copy of appendix as Exhibit A) amending the appendix to the Conflict of Interest Code to reflect the current designations and list of economic disclosure positions.

Recommended Action: Adopt Resolution amending the appendix to the Conflict of Interest Code to reflect a current list of economic disclosure filers.

BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A

REVENUE: No GRANT: No
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Sheri Mannion, Human Resources Director and Kristine Lawler, City Clerk STRATEGIC PLAN (SP): N/A
GENERAL PLAN ELEMENTS (GP): N/A

APPENDIX TO CONFLICT OF INTEREST CODE

DISCLOSURE CATEGORIES FOR CONFLICT OF INTEREST CODE

EXHIBIT A

DISCLOSURE CATEGORIES POSITION REPORTABLE BUSINESS

1. Full Disclosure for High Level
Officials with Broad and Indefinable
Duties
Mayor*, Councilmembers*, City Manager*,
City Attorney*, City Treasurer*, Finance
Director*, Planning Commissioners*,
Deputy City Manager, Assistant City
Attorney, Finance Director, Police Chief, Fire
Chief, Fire Marshal, Community
Development Director, Community Services
Director, Police Captain, Public Works
Director/City Engineer, Risk Manager/HR
Director, Electric Utility Director, Water
Resources Director, Building Board of
Appeals, Demolition Permit Review
Committee, Design Review Board,
Investment Oversight Committee; Traffic
Engineering Committee
All investments and business positions in business entities, sources of income (including receipt of gifts, loans, and travel payments) from businesses doing business with the City of Ukiah, and real property located within the city or within one mile of the city limits.

2. Procurement Decisions – Agencywide Authority
City Clerk, Senior Deputy City Clerk, Deputy
City Clerk, Deputy Public Works Director,
Senior Civil Engineer (two positions),
Associate Engineer, Financial Services
Manager, Purchasing Manager, Buyer I and
II, Finance Controller (three positions), Fleet
and Facilities Maintenance Manager,
Assistant Finance Director, Emergency
Management Coordinator, Senior
Management Analyst - City Manager's Office
(two positions)
Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source provides leased facilities, products, equipment, vehicles, machinery or services (including training or consulting services) of the type utilized by the Agency.

3. Procurement Decisions – Limited
Authority
Airport Manager, Recreation Supervisor
(two positions), Community Services
Supervisor, Museum Director, Assistant
Electric Utility Director, Electric
Superintendent, Senior Power Engineer,
Water Treatment Plant Supervisor,
Wastewater Treatment Plant Supervisor,
Water/Sewer/Streets Supervisor, Water and
Sewer Distribution Supervisor, Parks and
Streets Superintendent, Deputy Director of
Water Resources, Assistant Billing and
Collections Manager (two positions), Police
Lieutenant (two positions), Police
Communications and Records Manager, Fire
Batallion Chiefs (three positions)
Investments and business positions in business entities, and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source provides leased facilities, products, equipment, vehicles, machinery or services (including training or consulting services) of the type utilized by the position’s Department/Division/Unit.
* 87200 Filer; Included solely for disqualification purposes. Disclosure requirements imposed by Government Code Section 87200. Solely required to complete Form 700 or any successor form. (See 2 C.C.R. §18730, Section 3.) Note: If the City hires "consultants" as defined in 2 C.C.R. §12700, whether or not the consultant has a disclosure obligation and the extent of that obligation will be determined in accordance with the City Manager Consultant Disclosure Policy as adopted on June 7, 2007. Pursuant to that policy, the City Clerk shall forward a copy of this determination to the Fair Political Practices Commission (FPPC).

Updated 7/14/26

4. Information Technology Information Technology (IT) Manager (two positions), Senior Information Technology
Network Specialist, Senior Information
Technology Specialist - Security
Administrator, Senior Information
Technology Specialist - Network
Administrator
Investments and business positions in business entities and sources of income (including receipt of gifts, loans and travel payments) if the business entity or source provides
information technology or telecommunication goods,
products or services including computer hardware or
software companies, computer consultant services, IT
training companies, data processing firms and media services.

5. Grant Funding Project Administrator, Management Analyst Grant Coordinator Housing and Grants
Manager, Housing and Grants Coordinator,
Urban Forest Manager
Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source is of the type to receive grants or other funding from or through the Agency.

Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source is subject to the Agency’s regulatory, permit or licensing authority.

Chief Building Official, Building Inspector,
Fire Inspector, Code Enforcement Officer

6. Regulatory/Licenses/
Permits
Attachment 1

NOTICE OF INTENTION TO AMEND THE CONFLICT OF INTEREST CODE

OF THE CITY OF UKIAH
NOTICE IS HEREBY GIVEN that the City of Ukiah, pursuant to the authority vested in it by section 87306 of the Government Code, proposes amendment to its conflict of interest code. A comment period has been established commencing on July 16, 2026, and closing on August 31, 2026. All inquiries should be directed to the City Clerk’s office.

The City of Ukiah proposes to amend its conflict of interest code to include employee positions that involve the making or participation in the making of decisions that may foreseeably have a material effect on any financial interest, as set forth in subdivision (a) of section 87302 of the Government Code. The amendment carries out the purposes of the law and no other alternative would do so and be less burdensome to affected persons.

Changes to the conflict of interest code include: adding new positions; revising/updating the titles of existing positions; deleting titles of positions that have been abolished and/or positions that no longer make or participate in making governmental decisions; and also making other technical changes.

The proposed amendment is attached, and explanation of the reasons can be obtained from the City Clerk’s office.

Any interested person may submit written comments relating to the proposed amendment by submitting them no later than August 30, 2026, or at the conclusion of the public hearing, if requested, whichever comes later. At this time, no public hearing is scheduled. A person may request a hearing no later than August 16, 2026.

The City of Ukiah has determined that the proposed amendments:

1. Impose no mandate on local agencies or school districts.

2. Impose no costs or savings on any state agency.

3. Impose no costs on any local agency or school district that are required to be reimbursed under Part 7 (commencing with Section 17500) of Division 4 of Title 2 of the Government Code.

4. Will not result in any nondiscretionary costs or savings to local agencies.

5. Will not result in any costs or savings in federal funding to the state.

6. Will not have any potential cost impact on private persons, businesses or small businesses.

All inquiries concerning this proposed amendment and any communication required by this notice should be directed to: Kristine Lawler, City Clerk, [email protected], 707-463-6217 Attachment 2

3. Procurement Decisions – Limited
Authority
Airport Manager, Recreation Supervisor
(two positions), Community Services
Supervisor, Museum Director, Assistant
Electric Utility Director, Electric
Superintendent, Senior Power Engineer,
Water Treatment Plant Supervisor,
Wastewater Treatment Plant Supervisor,
Water/Sewer/Streets Supervisor, Water and
Sewer Distribution Supervisor, Parks and
Streets Superintendent, Deputy Director of
Water Resources, Assistant Billing and
Collections Manager (two positions), Police
Lieutenant (two positions), Police
Communications and Records Manager, Fire
Batallion Chiefs (three positions)
Investments and business positions in business entities, and sources of income and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source provides leased facilities, products, equipment, vehicles, machinery or services (including training or
consulting services) of the type utilized by the position’s Department/Division/Unit
* 87200 Filer; Included solely for disqualification purposes. Disclosure requirements imposed by Government Code Section 87200. Solely required to complete Form 700 or any successor form. (See 2 C.C. R. §18730, Section 3.) Note: If the City hires "consultants" as defined in 2 C.C.R. §12700, whether or not the consultant has a disclosure obligation and the extent of that obligation will be determined in accordance with the City Manager Consultant Disclosure Policy as adopted on June 7, 2007. Pursuant to that policy, the City Clerk shall forward a copy of this determination to the Fair Political Practices Commission (FPPC).

Updated 7/14/26

4. Information Technology Information Technology (IT) Manager (two positions), Senior Information Technology
Network Specialist, Senior Information
Technology Specialist - Security
Administrator, Senior Information
Technology Specialist - Network
Administrator
Investments and business positions in business entities and sources of income (including receipt of gifts, loans and travel payments) if the business entity or source provides
information technology or telecommunications goods,
products or services including computer hardware or
software companies, computer consultant services, IT
training companies, data processing firms and media services

5. Grant Funding Project Administrator, Management Analyst Grant Coordinator Housing and Grants
Manager, Houisng and Grants Coordinator,
Urban Forest Manager
Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source is of the type to receive grants or other funding from or through the Agency.

Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source is subject to the Agency’s regulatory, permit or licensing authority.

Chief Building Official, Building Inspector,
Fire Inspector, Code Enforcement Officer

6. Regulatory/Licenses/
Permits

1. Full Disclosure for High Level
Officials with Broad and Indefinable
Duties
Mayor*, Councilmembers*, City Manager*,
City Attorney*, City Treasurer*, Finance
Director*, Planning Commissioners*,
Deputy City Manager, Assistant City
Attorney, Finance Director, Police Chief, Fire
Chief, Fire Marshal, Community
Development Director, Community Services
Director, Police Captain, Public Works
Director/City Engineer, Risk Manager/HR
Director, Electric Utility Director, Water
Resources Director, Building Board of
Appeals, Demolition Permit Review
Committee, Design Review Board,
Investment Oversight Committee; Traffic
Engineering Committee
All investments and business positions in business entities, sources of income (including receipt of gifts, loans, and travel payments) from businesses doing businesses with the City of Ukiah, and real property located within the city or within one mile of the city limits.

2. Procurement Decisions – Agencywide Authority City Clerk, Senior Deputy City Clerk, Deputy City Clerk, Deputy Public Works Director,
Senior Civil Engineer (two positions),
Associate Engineer, Financial Services
Manager, Purchasing Manager, Buyer I and
II, Finance Controller (three positions), Fleet
and Facilities Maintenance Manager,
Assistant Finance Director, Emergency
Management Coordinator, Senior
Management Analyst - City Manager's Office
( two positions)
Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source provides leased facilities, products, equipment, vehicles, machinery or services (including training or consulting services) of the type utilized by the Agency.

APPENDIX TO CONFLICT OF INTEREST CODE

DISCLOSURE CATEGORIES FOR CONFLICT OF INTEREST CODE

EXHIBIT A

DISCLOSURE CATEGORIES POSITION REPORTABLE BUSINESS

Attachment 3

RESOLUTION NO. 2026-x

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING THE

APPENDIX TO THE CONFLICT OF INTEREST CODE

WHEREAS,

1. The Political Reform Act, Government Code § 81000, et seq., requires state and local government agencies to adopt and promulgate conflict of interest codes; and

2. The Fair Political Practices Commission (FPPC) has adopted a regulation (2 C.C.R. § 18730) containing the terms of a standard conflict of interest code, which can be incorporated by reference and may be amended by the FPPC after public notice and hearings to conform to amendments in the Act; and

3. On March 6, 1991, in Resolution No. 91-46, the City Council adopted the standard conflict of interest code by reference; and

4. Resolution No. 91-46 contained an Appendix which set forth the disclosure categories for the various positions in the City of Ukiah government who make decisions that could affect an economic interest; and

5. Under Government Code § 87306.5 every other year beginning in 1992, the City Council must either amend its City Code or determine that no amendments are necessary; and

6. Various designations, job titles, and duties have changed since the Appendix was last modified on September 21, 2022, and the Appendix requires amendment to reflect the currently effective job titles and duties within the City of Ukiah.

NOW, THEREFORE, BE IT RESOLVED, that this Resolution supersedes all other resolutions establishing the Appendix to the Conflict of Interest Code in the City of Ukiah and the attached Appendix (Exhibit A) to the Conflict of Interest Code is hereby adopted, effective September 16, 2026, and shall remain in effect until further amended by resolution of the City Council.

PASSED AND ADOPTED this 16th day of September, 2026, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Susan Sher, Mayor
ATTEST:

Araceli Sandoval, Deputy City Clerk

APPENDIX TO CONFLICT OF INTEREST CODE

DISCLOSURE CATEGORIES FOR CONFLICT OF INTEREST CODE

EXHIBIT A

DISCLOSURE CATEGORIES POSITION REPORTABLE BUSINESS

1. Full Disclosure for High Level
Officials with Broad and Indefinable
Duties
Mayor*, Councilmembers*, City Manager*,
City Attorney*, City Treasurer*, Finance
Director*, Planning Commissioners*,
Deputy City Manager, Assistant City
Attorney, Police Chief, Fire Chief,
Community Development Director,
Community Services Director, Public Works
Director/City Engineer, Risk Manager/HR
Director, Electric Utility Director, Water
Resources Director, Building Board of
Appeals, Demolition Permit Review
Committee, Design Review Board,
Investment Oversight Committee; Traffic
Engineering Committee
All investments and business positions in business entities, sources of income (including receipt of gifts, loans, and travel payments) from businesses doing business with the City of Ukiah, and real property located within the city or within one mile of the city limits.

2. Procurement Decisions – Agencywide Authority City Clerk, Senior Deputy City Clerk, Deputy City Clerk, Deputy Public Works Director,
Senior Civil Engineer (two positions),
Associate Engineer, Financial Services
Manager, Purchasing Manager, Buyer II,
Finance Controller (three positions), Fleet
and Facilities Maintenance Manager,
Assistant Finance Director, Emergency
Management Coordinator, Senior
Management Analyst - City Manager's Office
(two positions)
Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source provides leased facilities, products, equipment, vehicles, machinery or services (including training or consulting services) of the type utilized by the Agency.

3. Procurement Decisions – Limited
Authority
Airport Manager, Recreation Supervisor
(two positions), Community Services
Supervisor, Museum Director, Assistant
Electric Utility Director, Electric
Superintendent, Senior Power Engineer,
Water Treatment Plant Supervisor,
Wastewater Treatment Plant Supervisor,
Water and Sewer Distribution Supervisor,
Parks and Streets Superintendent, Deputy
Director of Water Resources, Assistant
Billing and Collections Manager (two
positions), Police Lieutenant (two positions),
Police Communications and Records
Manager, Fire Batallion Chiefs (three
positions)
Investments and business positions in business entities, and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source provides leased facilities, products, equipment, vehicles, machinery or services (including training or consulting services) of the type utilized by the position’s Department/Division/Unit.
* 87200 Filer; Included solely for disqualification purposes. Disclosure requirements imposed by Government Code Section 87200. Solely required to complete Form 700 or any successor form. (See 2 C.C.R. §18730, Section 3.) Note: If the City hires "consultants" as defined in 2 C.C.R. §12700, whether or not the consultant has a disclosure obligation and the extent of that obligation will be determined in accordance with the City Manager Consultant Disclosure Policy as adopted on June 7, 2007. Pursuant to that policy, the City Clerk shall forward a copy of this determination to the Fair Political Practices Commission (FPPC).

Updated 7/14/26

4. Information Technology Information Technology (IT) Manager (two positions), Senior Information Technology
Specialist - Security Administrator, Senior
Information Technology Specialist - Network
Administrator
Investments and business positions in business entities and sources of income (including receipt of gifts, loans and travel payments) if the business entity or source provides
information technology or telecommunication goods,
products or services including computer hardware or
software companies, computer consultant services, IT
training companies, data processing firms and media services.

5. Grant Funding Housing and Grants Manager, Housing and Grants Coordinator, Urban Forest Manager
Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source is of the type to receive grants or other funding from or through the Agency.

Investments and business positions in business entities and sources of income (including receipt of gifts, loans, and travel payments) if the business entity or source is subject to the Agency’s regulatory, permit or licensing authority.

Chief Building Official, Building Inspector,
Fire Inspector, Code Enforcement Officer

6. Regulatory/Licenses/
Permits

Agenda Item No: 8.e.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1465

AGENDA SUMMARY REPORT
SUBJECT: Adoption of Resolution Approving an Application for Statewide Park Development and Community Revitalization Program Grant Funds for Development of a Wagenseller Neighborhood Park.

DEPARTMENT: Community Services PREPARED BY: Jake Burgess, Community Services Director PRESENTER: Jake Burgess, Community Services Director
ATTACHMENTS:

1. Site Map for Wagenseller Park

2. Community Fact Finder Report

3. Proposed Resolution
Summary: City Council will consider adopting a Resolution approving an application for Statewide Park Development and Community Revitalization Program grant funds for development of a Wagenseller neighborhood park.

Background: The City of Ukiah’s 2040 General Plan recognizes parks, recreation facilities, and accessible public spaces as important components of a healthy and equitable community. The General Plan provides direction to evaluate disparities in access to parks and recreation facilities and to identify areas of the community that are underserved. The General Plan supports recreation land uses with generally unrestricted public access, including public parks and recreation facilities. It also establishes a goal of creating a connected park system that links neighborhoods, parks, trails, and open space and improves access to recreational opportunities throughout the community.

A comprehensive Parks Gap Analysis was completed in 2025 to evaluate the distribution, accessibility, and equity of Ukiah’s existing park system. The Parks Gap Analysis identified the Wagenseller neighborhood as one of Ukiah's underserved areas with respect to access to park and recreation facilities. The study recommended pursuing options to create a park within the underserved, low-income Wagenseller neighborhood and identified improving park access in low-income communities as a priority for the City of Ukiah's park system. The need for additional park space in the Wagenseller neighborhood is also consistent with the broader goals and policies of the Ukiah 2040 General Plan.

In addition to addressing a geographic gap in the City’s park system, development of a neighborhood park in the Wagenseller area would advance broader objectives related to equity, public health, recreation, social connection, and neighborhood quality of life. The Parks Gap Analysis recognizes that parks serve not only as recreational facilities, but also as gathering places that contribute to social capital, community identity, and opportunities for interaction among residents. The analysis further identifies connectivity between parks and neighborhoods, including pedestrian and bicycle access, as an important component of maximizing the value and accessibility of the City’s park system.

The proposed development of a publicly accessible park in the Wagenseller neighborhood would respond directly to a documented deficiency identified through the City’s 2025 Parks Gap Analysis while implementing the 2040 General Plan’s broader direction to provide equitable access to parks, recreation, open space, and public amenities. Establishing a park in this area would help address a longstanding gap in neighborhood-level

recreational opportunities and provide residents with accessible space for recreation, gathering, and community activities.

Discussion: The California State Parks Statewide Park Development and Community Revitalization Program (SPP), Round 5 provides approximately $188.5 million available statewide for projects ranging from $200,000 to $8.5 million. No local matching funds are required. The application deadline is December 17, 2026, and the project must be completed by June 2031.

Staff has identified the development of a new park at 300 North Perkins Street in the Wagenseller neighborhood as an eligible project for this grant funding (Attachment 1). The location consists of two properties along Mason Street and one property north of Clara Ave. that are immediately adjacent to the rail trail (APNs 002-193-44-00, 002-151-10-00, and 180030-RW) and are managed by the City of Ukiah under an exclusive license agreement with the Great Redwood Trail Authority. The project location is particularly well suited to the objectives of the grant program and falls within the State Park Program Community Fact Finder guidelines for median household income, number of people below poverty, and ratio of park acres per 1,000 residents within a half-mile radius (Attachment 2).

The proposed park location presents an opportunity to convert an unused area along the Great Redwood Trail into a productive public asset that directly benefits an underserved neighborhood. Development of the site as a park would also allow the City to plan the property as a purpose-built neighborhood gathering and recreation space rather than continuing to maintain an underutilized parcel without a defined public use. Because the site is located within the Wagenseller neighborhood, its development could provide a relatively direct and visible response to the park-access deficiency identified through the Parks Gap Analysis. The project would also provide an opportunity to incorporate community input into the design of the park and select amenities that respond to the needs of nearby residents.

The proposed park location is well positioned to serve a growing area of Ukiah's community core. Significant public and institutional investments are occurring in the surrounding area, including the new Mendocino County Courthouse location and Mendocino College student housing. These facilities will add to the existing infrastructure of the Mendocino County Library and Adventist Health Ukiah Valley Medical Center in the area.

Upon adoption of the Resolution, Staff will proceed with the planning, community outreach, budgeting, and other necessary steps associated with preparing the grant application. The City has engaged with area stakeholders, including the Great Redwood Trail Authority, regarding the proposed project to ensure that the park concept is consistent with long-term plans for the area. A linear park at this location is identified as part of the Great Redwood Trail Authority’s Ukiah Corridor Management Plan.

Staff has also considered the long-term operational and maintenance impacts of adding a new park to the City’s park system. As the park concept is developed, Staff will continue to engage with other City departments and community stakeholders to incorporate diverse perspectives and ensure the project reflects community needs and priorities before the grant application is submitted.

Staff is recommending Council adopt the Resolution (Attachment 3) authorizing an application for Statewide Park Development and Community Revitalization Program grant funds for development of a Wagenseller neighborhood park.

Recommended Action: Adopt a Resolution approving an application for Statewide Park Development and Community Revitalization Program grant funds for development of a Wagenseller neighborhood park.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: California State Parks Statewide Park Development and Community Revitalization Program

REVENUE: No GRANT: Yes
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Sage Sangiacomo, City Manager
STRATEGIC PLAN (SP): SP 1A - Build neighborhoods that provide access for all to a compatible balance of housing, employment, commercial, medical, education, and recreational resources.

GENERAL PLAN ELEMENTS (GP): GP-A1 - Land Use Element.

Attachment 1

California State Parks Community FactFinder Report
This is your project report for the site you have defined. Please refer to your Project ID below in any future communications Project ID Coordinates Date Address
117242 39.15403335, -123.20527554 09/09/2026 255 Mason St, Ukiah, CA 95482 Field Value
Total Population 3,424
Youth Population 871
Senior Population 532
Median Household Income $66,185
Per Capita Income $34,078
People in Poverty 488
Households Without Access to a Car 263
Parks Total Area 1.68
Parks per 1,000 People 0.4918
High Rank Climate Vulnerability Wildfire, Flooding
Project Area Map
Map description: Within a half-mile radius
around "39.15403335,-123.20527554",
there are 1.7 acres of parks shown in green.

The circle contains both severely
disadvantaged communities and
disadvantaged communities. The following
high ranking climate vulnerability layers are
present within the project circle: Wildfire,
Flooding. These high ranking climate
vulnerability areas are shown with a
diagonal hatch pattern on the map.

SCORP Community FactFinder is a service of
the California Department of Parks and
Recreation (CDPR) https://www.parks.ca.gov/
SCORP Community FactFinder created by
GreenInfo Network in consultation with
CDPR https://www.greeninfo.org/
Attachment 2

Attachment 3

RESOLUTION NO. 2026-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING THE

APPLICATION FOR STATEWIDE PARK DEVELOPMENT AND COMMUNITY

REVITALIZATION PROGRAM GRANT FUNDS
WHEREAS, the State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of the Statewide Park Development and Community Revitalization Grant Program, setting up necessary procedures governing the application; and
WHEREAS, said procedures established by the State Department of Parks and Recreation require the Applicant to certify by resolution the approval of the application before submission of said application to the State; and
WHEREAS, successful Applicants will enter into a contract with the State of California to complete the Grant Scope project.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ukiah hereby approves the filing of an application for the Wagenseller Park Project; and

1. Certifies that said Applicant has or will have available, prior to commencement of any work on the project included in this application, the sufficient funds to complete the project;

2. Certifies that if the project is awarded, the Applicant has or will have sufficient funds to operate and maintain the project;

3. Certifies that the Applicant has reviewed, understands, and agrees to the General Provisions contained in the contract shown in the Grant Administration Guide;

4. Delegates the authority to City Manager to conduct all negotiations, sign and submit all documents, including, but not limited to applications, agreements, amendments, and payment requests, which may be necessary for the completion of the Grant Scope;

5. Agrees to comply with all applicable federal, state and local laws, ordinances, rules, regulations and guidelines;

6. Will consider promoting inclusion per Public Resources Code §80001(b)(8 A-G).

PASSED AND ADOPTED this 16th day of September, 2026, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
___________________________
Susan Sher, Mayor
ATTEST:
_______________________________
Araceli Sandoval, Deputy City Clerk

Agenda Item No: 8.f.

MEETING DATE/TIME: 9/16/2026

ITEM NO: 2026-1467

AGENDA SUMMARY REPORT
SUBJECT: Authorization for City Manager to Negotiate and Execute Lease Agreement with Ukiah Unified School District for the Use of District Property for a Community Tree Nursery.

DEPARTMENT: Community
Development PREPARED BY: Aaron Yang, Urban Forest Manager PRESENTER: Aaron Yang, Urban Forest Manager
ATTACHMENTS:

1. Community_Tree_Nursery_Lease_Final 09082026
Summary: Council will consider authorizing the City Manager to negotiate and execute a lease agreement with the Ukiah Unified School District for the use of district property for a Community Tree Nursery.

Background: The City Council adopted the City’s Climate Action Plan to advance climate resilience and sustainability. In 2025, the City of Ukiah was awarded a Cal FIRE Climate Resilient Forests Grant (the “grant”) to support the development and implementation of its Urban Forestry Program (the “Program”). In 2026, the City hired its first Urban Forest Manager to lead the Program and manage the grant, followed by the hiring of two Urban Forest Technicians. Together, these three employees, the Urban Forestry "Team," are responsible for implementing key components of the grant and related Program deliverables.

One of the grant deliverables is to expand the City’s tree nursery capacity to support current and future tree planting throughout the community and provide a foundation for the Program. Following initial site assessments and coordination with City departments, the Team formed a relationship with staff of the Ukiah Unified School District ("District") to explore opportunities to create a community asset that would benefit both the City and the District. Through this collaborative process, the underutilized tennis courts at Pomolita Middle School were identified as a possible site for a community tree nursery.

Discussion: Developing a community tree nursery at this location would transform an underutilized space into a productive community resource. The nursery would provide space to grow and maintain trees while creating opportunities for future student education, community engagement, and demonstration projects. The proposed agreement (Attachment 1) has been collaboratively developed and revised by both the City and the District, as well as being evaluated by the City Attorney, and reflects a shared commitment to strengthening local partnerships and expanding the benefits of urban forestry throughout the community.

Staff has reviewed the proposed project in accordance with the California Environmental Quality Act (CEQA).

The project consists of authorization of a lease with the Ukiah Unified School District and establishment and operation of a Community Tree Nursery on an existing developed portion of the Pomolita Middle School property. Nursery activities would include propagation, storage and care of nursery stock; loading and unloading; temporary or movable nursery equipment and facilities; use of the existing water connection; and minor pavement reduction within the nursery area as provided for by the lease. No building construction or grading is proposed.

The project qualifies for a CEQA Categorical Exemption pursuant to CEQA Guidelines Section 15304, Class 4, Minor Alterations to Land. The proposed nursery would involve minor alteration and use of an existing

developed site for gardening, landscaping and related nursery activities. CAL FIRE previously determined that the broader Ukiah Climate Resilient Forests Project is categorically exempt pursuant to CEQA Guidelines Section 15304 and filed a Notice of Exemption on November 10, 2025 (SCH# 2025110525). Establishment of additional City nursery capacity is included in the executed Climate Resilient Forests grant scope. Staff has reviewed the exceptions identified in the CEQA Guidelines Section 15300.2 and found that no exceptions apply.

The nursery will support the Climate Resilient Forests Grant and be funded through the CAL FIRE Climate Resilient Forests grant. Staff recommends Council authorize the City Manager to negotiate and execute a lease agreement (Attachment 1) with the Ukiah Unified School District to use district property as a Community Tree Nursery for the City’s Urban Forestry Program.

Recommended Action: Authorize the City Manager to negotiate and execute the lease agreement with the Ukiah Unified School District for the use of district property for a Community Tree Nursery.

BUDGET AMENDMENT REQUIRED: No
CURRENT BUDGET AMOUNT: 30023800.54100.18510: $158,321.25 PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: CAL FIRE Climate Resilient Forests Grant REVENUE: No GRANT: Yes
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH: Jesse Davis, Chief Planning Officer; Craig Schlatter, Community Development Director; Andrew Trincado, Associate Engineer; Brian Christopher, Parks and Streets Superintendent; Marianne Aranda, Recreation Supervisor
STRATEGIC PLAN (SP): SP 1C - Encourage and support an environmentally sustainable and resilient community by embracing new technology, setting policy, and evaluating critical infrastructure. SP 3B - Analyze and consider opportunities for regional partnerships that support or improve the delivery of municipal services.

GENERAL PLAN ELEMENTS (GP): GP-A5 - Environment and Sustainability Element.

Attachment 1 - COU No. 2XYX-ABC
1 LEASE
This Lease is entered into this __1st_ day of __October__, 2026, in Ukiah, California, by and between the Ukiah Unified School District (“Lessor” or “District”) and the City of Ukiah, a municipal corporation, acting through its Community Development Department (“Lessee” or “City”). Lessor and Lessee shall hereinafter individually be referred to herein as “Party” and collectively be referred to as the “Parties.”

1. Lease of Premises.

Lessor hereby agrees to lease to Lessee, and Lessee agrees to lease from Lessor, a portion of those certain premises located at the Pomolita Middle School Tennis Courts (South), as well as adjacent storage areas on APN 001-081-11, more particularly depicted and described in the attached Exhibit A (“Premises”).

2. Term.

The term of this Lease shall be for a period of two (2) years, beginning on August 1, 2026, and ending on July 31, 2028. This Lease will be automatically extended on the same terms and conditions for successive one-year terms at the expiration of each previous term, unless either Party gives the other Party written notice of termination prior to the expiration of the then-current term. If written notice is given less than thirty (30) days prior to the expiration of the term, this Lease shall be extended to and shall expire thirty (30) days after said notice is given.

3. Holding Over.

Any holding over at the expiration of this Lease may only occur with the express, written consent of Lessor and shall constitute a month-to-month tenancy at a monthly rent equal to that paid during the last month of the Lease term before expiration of the Lease, payable in advance, and otherwise subject to the terms of this Lease. Either Party may terminate any such tenancy by giving the other Party thirty (30) days written notice. Any other holding over shall constitute an unlawful detainer on the part of Lessee.

4. Rent.

Rent shall be One Dollar ($1.00) per year, payable on August 1 of each year during the term of this Lease and any extension thereof.

5. Utilities.

Lessor agrees to pay all reasonable charges for water used in or on the Premises or charged in connection with Lessee’s use of the Premises. The parties acknowledge that nursery operations may require a substantial amount of water, and such ordinary and reasonable water use shall be the responsibility of Lessor. Lessee shall use water in a reasonable manner and shall not waste water or permit excessive water use resulting from negligence, misuse, or failure to properly maintain or promptly report leaks or other

Attachment 1 - COU No. 2XYX-ABC
2 water-related issues. Any water charges or costs resulting from Lessee’s waste, negligence, misuse, or failure to address a known water leak or problem shall be the responsibility of Lessee. Lessee will be responsible for the disposal of all waste generated by the use of facilities.

6. Use of Premises.

Lessee shall use the Premises solely to operate a Community Tree Nursery (“Nursery”).

The purpose of the Nursery is to support the City’s Urban Forestry Program.

Lessee may not use the Premises, or permit the Premises to be used, for any other purpose. Lessee shall not do or permit anything to be done in or about the Premises that will, in any way, obstruct or interfere with the rights of other occupants of the property or of neighboring properties, injure or annoy them, or use or allow the Premises to be used for any improper or unlawful purpose. Lessee shall not cause, maintain, or permit any nuisance in, on, or about the Premises, or commit any waste in or on the Premises. Lessee shall not do or permit anything to be done in or about the Premises or bring or keep anything in the Premises that will in any way increase the existing rate of or affect any fire or other insurance on the Premises or any personal property therein, or cause a cancellation of any insurance policy covering the Premises, any part of it, or any personal property therein. Lessee shall not use the Premises in any manner that violates federal law, state law, or any other law applicable to the Premises.

7. Maintenance and Repair.

The rights and responsibilities of Lessor and Lessee with respect to the condition of the Premises are as follows:
a. Except to the extent caused by Lessor’s negligence or willful misconduct, Lessee shall be solely responsible for the cost of any repair or maintenance to the Premises resulting from the negligent acts or omissions of Lessee, and its officers, agents, employees, invitees, suppliers, or contractors. If Lessee fails to perform such maintenance or repair within thirty (30) days after receipt of Lessor’s notice of the need therefor (or such longer period as is reasonably required given the nature of the maintenance or repair, but in any event, no longer than sixty (60) days unless otherwise agreed to in writing), then Lessor may elect to perform such repair or maintenance itself, at Lessee’s sole cost and expense, and Lessee shall reimburse Lessor for the cost of such maintenance or repair within thirty (30) days after receipt of Lessor’s invoice therefor, together with reasonable supporting documentation of the costs incurred by Lessor in performing such maintenance or repair.
b. Lessee acknowledges that it has inspected the Premises, including all equipment and personal property subject to this Lease, and agrees that they are in good condition and acceptable working order for the intended use as a Community Tree Nursery.

Lessee shall make no alterations to the Premises without the prior written consent of Lessor. Any alteration made to the Premises by Lessee after Lessor’s consent has been given and any fixtures installed as a part of that work will, at

Attachment 1 - COU No. 2XYX-ABC
3 Lessor’s option, become Lessor’s property on the expiration or termination of this Lease; provided, however, that Lessor shall have the right to require Lessee to remove any such fixtures at Lessee’s cost on expiration or termination of this Lease.
c. Lessor acknowledges and consents to pavement reduction efforts associated with underutilized recreation infrastructure and paved areas within the Premises. Pavement reduction work shall be performed in accordance with a scope of work approved in writing by both Parties prior to commencement. Such consent shall constitute the prior written consent required under subsection (b) above for purposes of the approved pavement reduction work. d. Upon expiration or termination of this Lease, Lessee shall not be required to restore pavement or recreation infrastructure removed pursuant to the approved pavement reduction work described in subsection (c). Lessor accepts the Premises in their converted condition at the end of the Lease term. Lessee shall remove all nursery stock, containers, equipment, and personal property from the Premises within sixty (60) days of expiration or termination, and shall leave the Premises in a clean, safe, and orderly condition.

8. Site access and operations schedule
The Parties intend the Premises to serve as a shared resource for the City and the community. The following provisions govern Site access of the Premises:
a. The District may, upon approval of the City’s Urban Forest Manager, schedule and conduct educational activities on the Premises, including but not limited to classes, field trips, and training sessions related to tree care, environmental science, horticulture, and nursery operations. Such activities shall be coordinated with the City in advance and shall not unreasonably interfere with nursery operations. The District shall ensure that all participants comply with safety rules and guidelines established by the City for nursery operations. b. The City and its employees shall have unrestricted operational access to the Premises for purposes consistent with this Lease. The City shall coordinate with the District regarding activities that may affect school operations, student safety, or shared access areas. The City shall ensure that all employees comply with safety rules and guidelines established by the City and the District for nursery operations.
c. The City and its volunteers shall be permitted operational access to the Premises for purposes consistent with this Lease. The City shall ensure that all volunteers comply with the rules established by the District and the City for nursery operations and with all applicable District visitor and campus safety policies. In addition:

(i) Vetting. Prior to permitting any employee, agent, or volunteer to access the Premises, the City shall conduct, or cause to be conducted, a screening of each such

Attachment 1 - COU No. 2XYX-ABC
4 individual consistent with the requirements applicable to persons with potential contact with pupils, including at a minimum a check of the California Department of Justice Megan's Law database (Penal Code § 290.46), and shall complete any fingerprint-based background clearance and tuberculosis screening when required by the District for such individuals. The City shall not permit any individual to access the Premises who is required to register as a sex offender or who has not cleared the screening required by this subsection. (ii) Supervision and Identification. Volunteers shall not have unsupervised contact with students. All City personnel and volunteers shall display identification while on campus, and remain within the Premises except as necessary for authorized access and egress.

d. The nursery is a closed facility to the public, all other access besides the City and its employees, may be appointment based with on City and its employees’ approval.
e. Normal operating hours are anticipated to be between 7:00 a.m. and 7:00 p.m., unless otherwise coordinated by the Parties. The nursery is closed on or during the City’s holidays.
f. The Cypress Drive gate and the adjacent existing storage containers (Structure 1 and Structure 2, as identified in Exhibit A) shall remain accessible to the District at all times without interruption.
g. The City shall coordinate in advance with the District's Director of Maintenance, Operations, and Transportation regarding deliveries when reasonably practicable.
h. The District shall provide the City with reasonable access to the Premises through designated Cypress Drive gate. The City shall be responsible for securing the Premises after each use. Keys, access cards, or gate codes shall not be duplicated or shared except with authorized City personnel.

9. Entry and Inspection.

During the term of this Lease, Lessor may enter the Premises only under the following circumstances:
a. In case of emergency.
b. To inspect the Premises during normal business hours and upon at least twenty-four (24) hours prior notice to Lessee.
c. To make necessary or agreed-upon repairs, alterations, or improvements; to supervise or inspect work performed by Lessee; to inspect the condition of the Premises; to supply necessary or agreed-upon services; or to exhibit the Premises to prospective or actual purchasers, lessees, workers, contractors, or government agencies.

Attachment 1 - COU No. 2XYX-ABC
5 d. If Lessee abandons or surrenders the Premises.
e. Pursuant to court order.

10. Damage to or Destruction of the Premises.

Within twenty-four (24) hours of Lessee’s knowledge of damage to, or an accident on, the Premises, Lessee shall notify Lessor in writing. Lessee shall provide notice as early as possible if necessary to prevent further damage to the Premises or an imminent risk of injury to persons.

If the Premises are damaged or destroyed to the extent that they are no longer usable for the purposes described in Section 6, either Party may terminate this Lease by giving the other Party thirty (30) days written notice. If the damage is repairable within a reasonable time and at reasonable cost, Lessor shall have the option, but not the obligation, to repair the Premises. If Lessor elects to repair, Lessor shall commence repair within sixty (60) days and complete it within one hundred eighty (180) days of the casualty. If Lessor does not commence or complete repair within those periods, Lessee may terminate this Lease by giving Lessor written notice within ten (10) days after expiration of the applicable period.

In the event of a partial casualty that does not render the Premises unusable, this Lease shall continue and Lessor shall not be obligated to repair or restore the Premises unless Lessor elects to do so. Rent shall not abate during any period of repair.

11. Hazardous Materials.

Lessee will not use, store, or dispose of any hazardous substances upon the Premises, except the use and storage of such substances that are customarily used in nursery and horticultural operations and are stored and handled in compliance with all applicable environmental laws. Given the proximity of the Premises to school facilities, Lessee shall employ integrated pest management practices and shall favor organic alternatives where practicable. Any use of pesticides, herbicides, or fertilizers with an EPA registration must be approved in advance by the District and must be used in compliance with the Healthy Schools Act. As used in this paragraph, “hazardous substances” means any hazardous waste, substance, or toxic materials regulated under any environmental laws or regulations applicable to the property. Lessee shall be responsible for the cost of removal of any contamination caused by Lessee’s use of the Premises. Lessee shall not be responsible for any pre-existing contamination on the Premises.

12. Insurance and Indemnification.

Except to the extent caused by Lessor’s negligence or willful misconduct, Lessor shall not be liable for any damage or injury to Lessee, or any other person, or to any property, occurring on the Premises. Except to the extent caused by Lessor’s negligence or willful misconduct, Lessee agrees to hold Lessor harmless from any claims for damages arising out of Lessee’s use of the Premises, and to indemnify Lessor for any expense incurred by Lessor in defending any such claim or claims.

Attachment 1 - COU No. 2XYX-ABC
6 Lessee shall, at its own expense, cover the Premises under its insurance with Lessor as an additional covered party under the Memorandum.
a. Lessee shall procure and maintain in force at its expense during the term of this Lease and any extension thereof, commercial general liability insurance or equivalent municipal coverage adequate to protect against liability for damage claims arising out of Lessee’s use of or activities on the Premises. The coverage shall include, at a minimum, general liability with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, or equivalent coverage through a municipal self-insurance pool or joint powers authority. A certificate of insurance or memorandum of coverage shall be delivered to Lessor. Lessee shall obtain a written obligation from its insurer or coverage provider to notify Lessor in writing at least thirty (30) days prior to cancellation or material change in coverage.
b. Lessor shall be named as an additional insured or additional covered party, as applicable, under Lessee’s coverage.
c. If the insurance or coverage required by this section is not kept in force during the entire term of this Lease, including any extension, Lessor may, but shall have no obligation to, procure the necessary insurance and pay the premium, and the premium shall be repaid to Lessor as an additional rent installment for the month following the date on which the premiums were paid by Lessor.

13. Abandonment of Premises.

Lessee shall not vacate or abandon the Premises during the term of this Lease. If Lessee vacates the Premises for more than ninety (90) consecutive days without prior written notice to Lessor, the Premises shall be deemed abandoned. If Lessee abandons the Premises or is dispossessed by process of law or otherwise, any personal property belonging to Lessee left on the Premises will be deemed to be abandoned, at the option of Lessor.

14. Trade Fixtures.

Any and all improvements made to the Premises during the term of this Lease shall belong to Lessor, except trade fixtures of Lessee. Lessee may, upon termination, remove all its trade fixtures, but shall pay for all costs necessary to repair any damage to the Premises occasioned by the removal.

15. Assignment and Subletting.

Lessee shall not assign this Lease or sublet all or any portion of the Premises unless Lessee first obtains the written consent of Lessor. The consent of Lessor to any one assignment or subletting shall not be deemed to be a consent by Lessor to any subsequent assignment or subletting. Any assignment or subletting without Lessor’s prior written consent shall be void and, at Lessor’s option, be deemed a material breach of this Lease. This Lease shall be binding on and shall inure to the benefit of the

Attachment 1 - COU No. 2XYX-ABC
7 successors and assigns of Lessor and Lessee. Lessor may use the Premises for District purposes, when scheduled in advance and coordinated with the City.

16. Lessor’s Transfer of Title.

In the event of a transfer of Lessor’s title to or interest in the Premises during the term of this Lease, Lessee agrees that the grantee of such title or interest shall be substituted as Lessor under this Lease, and the original Lessor shall be released of all further liability.

17. Default.

Lessor and Lessee agree that every condition, covenant, and provision of this Lease is material and reasonable. For any monetary default by Lessee, Lessor may serve upon Lessee a written ten (10) day notice demanding that Lessee cure the default. For any non-monetary default by Lessee, Lessor may serve upon Lessee a written thirty (30) day notice that describes the breach and demands that Lessee cure the default; provided that if the nature of the default reasonably requires more than thirty (30) days to cure, Lessee shall not be in default if Lessee commences the cure within the thirtyday period and diligently pursues it to completion, but in no event longer than sixty (60) days unless otherwise agreed in writing. If Lessee does not cure the default within the applicable cure period, this Lease shall be terminated. The appointment of a receiver, an assignment for the benefit of creditors, or the filing of a petition in bankruptcy by or against Lessee, shall constitute a breach of this Lease by Lessee.

18. Governing Law and Venue.

This Lease shall be governed by the laws of the State of California. Venue for any action brought to enforce the provisions of this Lease shall be the Superior Court for the County of Mendocino.

19. Waiver.

No failure of Lessor to enforce any term of this Lease will be deemed to be a waiver.

20. Notices.

Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Lease or by law to be served on or given to either Party by the other Party shall be in writing and shall be deemed duly served and given when personally delivered to the Party to whom they are directed or any managing employee of that Party, or in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, addressed to said Party at the address set forth below. Either Party may change its address for purposes of this paragraph by giving written notice of that change to the other Party in the manner provided in this paragraph.

Lessor: Ukiah Unified School District
511 S Orchard Ave,
Ukiah, CA 95482

Attachment 1 - COU No. 2XYX-ABC
8 Lessee: City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482

21. Time.

Time is expressly declared to be of the essence in this Lease.

22. Americans with Disabilities Act.

The Parties are aware of the existence of the Americans with Disabilities Act (“Act”), which may require structural modifications. The Parties understand that, to the extent questions or issues arise related to the Act, they will consult with a professional familiar with the requirements of the Act.

23. Authorization to Execute.

Each of the Parties represents and warrants that the person executing this Lease is duly authorized to execute this Lease and bind the Party for which they sign.

24. Entire Agreement.

This Lease constitutes the entire agreement between Lessor and Lessee respecting the Premises, the leasing of the Premises to Lessee, and the lease term created under this Lease, and correctly sets forth the obligations of Lessor and Lessee to each other as of the date of execution. Any agreements or representations respecting the Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void.

UKIAH UNIFIED SCHOOL DISTRICT
Signed: _________________________
By: _____________________________
Its: _____________________________

CITY OF UKIAH
Signed: _________________________
By: ___Sage Sangiacomo__________
Its: ___City Manager_____________