West Sacramento City Council
November 6, 2024

WEST SACRAMENTO CITY COUNCIL AND WEST SACRAMENTO REDEVELOPMENT SUCCESSOR

AGENCY & WEST SACRAMENTO FINANCING AUTHORITY
City Council Regular Meeting
NOVEMBER 6, 2024 AGENDA
Martha Guerrero, Mayor
Dawnté Early, Mayor Pro Tem
Quirina Orozco, Council Member
Norma Alcala, Council Member
Verna Sulpizio Hull, Council Member
Aaron Laurel, City Manager
Jeffrey Mitchell, City Attorney
6:00 PM Closed Session Call to Order
7:00 PM Regular Meeting Call to Order
Pledge of Allegiance
Land Acknowledgment
The meeting will be held at City Hall, City Council Chambers, 1110 West Capitol Avenue, West Sacramento GENERAL ADMINISTRATION FUNCTION – PART I

1. PRESENTATIONS BY THE PUBLIC ON MATTERS NOT ON THE AGENDA WITHIN THE

JURISDICTION OF THE COUNCIL
The Council is prohibited from discussing issues not on the agenda brought to them at this time.

According to State Law (the Brown Act), items must first be noticed on the agenda before any discussion or action.

PRESENTATIONS

2. City Manager's Office
PRESENTATION OF PROCLAMATION RECOGNIZING NOVEMBER 11, 2024 AS VETERANS DAY
Objective: The objective of this report to formally recognize the sacrifices our veterans have made and to honor their contributions as we celebrate Veterans Day 2024.

Recommendation: Staff respectfully recommends that the City Council adopt a proclamation recognizing November 11, 2024 as Veterans Day.

3. City Manager's Office
PRESENTATION OF PROCLAMATION RECOGNIZING OCTOBER 2024 AS FILIPINO

AMERICAN HISTORY MONTH
Anyone wishing to address the Council, or any agenda item, may fill out the Request to Speak card and present it to the City Clerk prior to the completion of staff presentation. Items on the Consent Agenda will be considered in one motion and the Request to Speak card should be turned in prior to the first item on Consent.
1 Objective: The purpose of this staff report is to request the City Council’s approval to recognize October 2024 as Filipino American History Month in West Sacramento.

Recommendation: It is respectfully recommended that the City Council approve the proclamation, officially recognizing October 2024 as Filipino American History Month in West Sacramento.

CONSENT AGENDA

4. Capital Projects

CONSIDERATION OF APPROVAL OF A PROFESSIONAL SERVICES CONTRACT WITH

DEWBERRY FOR GRANT WRITING SERVICES ASSOCIATED WITH THE PORT AREA INFRASTRUCTURE AND COMPLETE STREETS PROJECT (CIP 15046) Objective: The objective of this report is to provide the City Council with sufficient information for approval of a professional services contract with Dewberry for grant writing services associated with the Port Area Infrastructure and Complete Streets Project (CIP 15046).

Recommendation: Staff respectfully recommends that the City Council: (1) Approve a contract for professional services with Dewberry in the amount of $97,456.75 for grant writing services associated with the Port Area Infrastructure and Complete Streets Project; (2) Authorize the City Manager or his designee to execute a Contract for Services with Dewberry in an amount not to exceed $97,456.75; (3) Authorize the City Manager or his designee to execute contract amendments up to 15% ($14,619) of the total value of the contract; and (4) Authorize the City Manager or his designee, to execute non-substantive changes or modifications, including extensions for time with approval from the City Attorney.

5. Economic Development & Housing

CONSIDERATION OF AFFORDABLE HOUSING IN-LIEU FEE AGREEMENT WITH RB CALIFORNIA LAND INVESTMENTS, LLC FOR THE 3895 MARSHALL ROAD SUBDIVISION

PROJECT
Objective: The objective of this report is to facilitate the Council’s consideration of an Affordable Housing In-Lieu Fee Agreement with RB California Land Investments, LLC, for a 9-unit multifamily residential development located at 3895 Marshall Road.

Recommendation: Staff respectfully recommends that the City Council: (1) Find that this proposal is Categorically Exempt from CEQA under the Class 5 (Section 15305 of the CEQA Guidelines) and Class 32 (In-fill Development Projects) Categorical Exemptions as the appropriate level of review under CEQA; (2) Approve the Affordable Housing In-Lieu Fee Agreement with RB California Land Investments, LLC, in substantially the form included as Attachment 1 for the 3895 Marshall Road Subdivision project (Proposed Affordable Housing Agreement); and (3) Authorize the City Manager or designee to execute the Agreement and make non-substantive corrections or modifications with the approval of the City Attorney.

6. Economic Development & Housing
2 CONSIDERATION OF RESOLUTION 24-106 AUTHORIZING APPLICATION FOR, AND RECEIPT

OF, PROHOUSING INCENTIVE PROGRAM FUNDS
Objective: The objective of this report is to provide the Council with information needed to consider adoption of Resolution 24-106 (Attachment 1) approving an application to the State Department of Housing and Community Development for the Prohousing Incentive Program and other related actions.

Recommendation: Staff respectfully recommends that the City Council: (1) Adopt Resolution 24- 106 approving the submittal of an application for the Prohousing Incentive Program; and (2) Authorize the City Manager, or his designee, to execute and deliver the application and related documents and, if funded, execute a Standard Agreement, all amendments thereto, and any other related documents.

7. Finance
CONSIDERATION AND ADOPTION OF RESOLUTION 24-107 APPROVING THE FINANCING OF CERTAIN FIRE APPARATUS AND DECLARING THE CITY’S INTENT TO REIMBURSE ITSELF

FROM THE PROCEEDS OF DEBT FOR CERTAIN EXPENDITURES
Objective: This report requests approval of a contract with Golden State Fire Apparatus, Inc., to acquire one Type 1 Fire Pumper and approval of City Council Resolution 24-107, which authorizes the lease-purchase financing through a loan from JP Morgan Chase Bank and declares the City’s intent to reimburse itself for certain expenditures made or to be made prior to issuance of the debt in compliance with Internal Revenue Service guidelines for tax-exempt debt.

Recommendation: Staff respectfully recommends that the City Council: (1) 1. Authorize the Finance Director or designee to accept a proposed equipment lease, and to enter into a leasepurchase agreement with JP Morgan Chase Bank to finance the purchase of the fire apparatus and equipment in the amount of $1,168,816.14; and (2) Adopt Resolution 24-107 approving the financing of the Type 1 Fire Pumper and declaring the City’s intent to reimburse itself from the proceeds of debt for certain expenditures.

8. Finance
CONSIDERATION OF RESOLUTION 24-108 APPROVING THE ESCHEATMENT AND

TRANSFER OF UNCLAIMED FUNDS IN ACCORDANCE WITH GOVERNMENT CODE SECTIONS 50050-50057
Objective: The objective of this report is to provide the City Council with sufficient information to approve the escheatment and transfer of unclaimed funds in accordance with California Government Code Sections 50050-50057.

Recommendation: Staff respectfully recommend that the City Council adopt Resolution 24-108 approving the escheatment and transfer of unclaimed funds in accordance with California Government Code Sections 50050-50057.

9. Parks & Recreation
3 CONSIDERATION OF APPROVAL OF LEASE AGREEMENT WITH JEFFERSON VENTURES

LLC FOR USE OF THE HERITAGE OAKS PARK PREMISES
Objective: The objective of this report is to facilitate City Council consideration of a Lease Agreement with Jefferson Ventures LLC to operate a standalone café at the Heritage Oaks Park.

Recommendation: Staff respectfully recommends that the City Council: (1) Find the approval of a lease agreement with Jefferson Ventures LLC to operate a standalone café at the Heritage Oaks Park is exempt from review under the California Environmental Quality Act (CEQA) pursuant to §15301 (Existing Facilities) of the CEQA Guidelines and find the exemption represents the independent judgment of the City; and (2) Approve and authorize the City Manager or his designee to execute the Lease Agreement with Jefferson Ventures LLC to operate a standalone café at the Heritage Oaks Park, in substantially the form attached to this report, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the City Attorney.

10. Parks & Recreation
CONSIDERATION AND AWARD OF A CONTRACT TO WEST COAST ARBORISTS, INC. FOR

TREE MAINTENANCE SERVICES IN VARIOUS CITY-MAINTAINED PROPERTIES Objective: This report seeks City Council's approval of a contract with West Coast Arborists, Inc for Tree Maintenance Services in the Landscape and Lighting Districts, Community Facility Districts, City Hall, and the Common Area Maintenance Agreement Area.

Recommendation: Staff respectfully recommends that the City Council: (1) Find that Tree Maintenance Services are exempt from CEQA analysis under the Class 1 Categorical Exemption, under California Code of Regulations, Section 15301 and direct staff to file a Notice of Exemption (Attachment 1); (2) Award a professional services contract to West Coast Arborist, Inc., (Attachment 2) in an amount not to exceed $2,388,232.25 for Tree Maintenance Services; (3) Authorize the City Manager, or his designee, to execute a contract with West Coast Arborist, Inc. in the amount of $2,388,232.25; (4) Authorize the City Manager, or his designee, to execute nonsubstantive changes or modifications to the contract with West Coast Arborist, Inc., with approval from the City Attorney; (5) Authorize the City Manager, or his designee, to execute contract amendments up to 15% ($358,234.84) of the value of the contract; and (6) Authorize the City Manager, or his designee, to execute amendments to extend the term of the contract, if necessary.

11. Capital Projects
CONSIDERATION OF ADOPTION OF RESOLUTION 24-109 AMENDING THE CAPITAL

IMPROVEMENT PROGRAM (CIP) BUDGET FOR THE POLICE DEPARTMENT ACCESS CONTROLS SYSTEM UPGRADE (CIP 52077)
Objective: The objective of this report is to provide the City Council with sufficient information to adopt Resolution 24-109 amending the Capital Improvement Budget for the Police Department Access Controls System Upgrade project (CIP 52077) located at 550 Jefferson Blvd.

Recommendation: Staff respectfully recommends that the City Council: (1) Adopt Resolution 24- 109 to amend the Capital Improvement Program Budget for the Police Department Access Controls 4 System Upgrade Project (CIP 52077); and (2) Approve appropriations of $45,000 from the General Facilities Fund (208) to CIP 52077.

12. Public Works

CONSIDERATION OF APPROVAL OF AN ON-CALL LIST OF INDUSTRIAL PAINTERS TO

PROVIDE PAINTING AND COATING RELATED SERVICES
Objective: The objective of this report is to provide the City Council with sufficient information to approve an on-call list of industrial painters to provide as-needed painting and coating services.

Recommendation: Staff respectfully recommends that the City Council: (1) Find that the proposed on-call list of industrial painters to provide as-needed painting and coating services is exempt from California Environmental Quality Act (CEQA) analysis under the Class 1 (Existing Facilities) Categorical Exemption and find that the exemption determination reflects the independent judgment of the City as lead agency under CEQA; (2) Approve the on-call list of Industrial Painters for painting and coating related services for 3 years; and (3) Delegate authority to the City Manager or his designee to extend the on-call list for two (2) 1-year extensions.

13. Public Works

CONSIDERATION OF APPROVAL FOR A CONTRACT WITH GEOSYNTEC CONSULTANTS

FOR THE GEORGE KRISTOFF WATER TREATMENT PLANT SLUDGE POND MONITORING

AND REPORTING SERVICES
Objective: The objective of this report is to provide the City Council with sufficient information to consider for approval a professional services contract with Geosyntec Consultants to provide compliance with the California Regional Water Quality Control Board Waste Water Discharge (WDR) requirements for the George Kristoff Water Treatment Plant (WTP).

Recommendation: Staff respectfully recommends that the City Council: (1) Award a contract for sludge pond monitoring and reporting services to Geosyntec Consultants in the amount of $74,796; (2) Authorize the City Manager or his designee to execute non-substantive changes or modifications to the contract with approval from the City Attorney; (3) Authorize the City Manager or his designee to execute amendments or change orders up to 10% ($7,479) of the contract amount; and (4) Authorize the City Manager or his designee to execute amendments to extend the term of the contract to utilize the two additional one-year term extensions and increase the compensation in accordance with Exhibit A of the contract.

14. City Manager's Office

CONSIDERATION OF UPDATES TO PUBLICLY AVAILABLE PAY SCHEDULE, APPROVAL OF JOB DESCRIPTION AND AUTHORIZED POSITON LIST FOR FISCAL YEAR 2024/2025 AND ADOPT RESOLUTION 24-113 APPROVING RELATED BUDGET ADJUSTMENTS Objective: The purpose of this report is to seek City Council approval for proposed adoption of the Planning Manager job description; updates to the publicly available pay schedule FY 2024/25 and Authorized Position List for FY 2024/25; and adoption Resolution 24-113 approving related budget adjustments.
5 Recommendation: Staff respectfully recommends that the City Council: (1) Approve the new job classification description for Planning Manager; (2) Approve the amended and updated publicly available pay schedule (Classification Plan) for Fiscal Year 2024/25; (3) Approve the amended and updated Authorized Position List (APL) for Fiscal Year 2024/25; and (4) Adopt Resolution 24-113 approving appropriation amendments for the changes outlined this staff report.

15. City Manager's Office
CONSIDERATION OF APPROVAL OF THE MINUTES OF THE SEPTEMBER 27, 2023, OCTOBER 18, 2023, NOVEMBER 1, 2023, NOVEMBER 15, 2023 AND SEPTEMBER 18, 2024

REGULAR MEETINGS OF THE WEST SACRAMENTO CITY COUNCIL, REDEVELOPMENT

SUCCESSOR AGENCY, AND WEST SACRAMENTO FINANCING AUTHORITY Objective: The objective of this report is to provide the City Council with the draft minutes of the September 27, 2023, October 18, 2023, November 1, 2023, November 15, 2023 and September 18, 2024 Regular Meetings of the West Sacramento City Council, Redevelopment Successor Agency, and West Sacramento Financing Authority.

Recommendation: Staff respectfully recommends that the City Council approve the minutes of the September 27, 2023, October 18, 2023, November 1, 2023, November 15, 2023 and September 18, 2024 Regular Meetings of the West Sacramento City Council, Redevelopment Successor Agency, and West Sacramento Financing Authority.

PUBLIC HEARINGS

16. Community Development

PUBLIC HEARING REGARDING AN APPEAL TO THE PROPOSED YARBROUGH PHASE I VESTING TENTATIVE SUBDIVISION MAP NO. 5224
Objective: The purpose of this item is to facilitate the City Council’s review of an appeal of the Planning Commission’s approval of the proposed Vesting Tentative Subdivision Map (VTSM) No. 5224 that would create 548 parcels for Phase I of Yarbrough Master Plan Development.

Recommendation: Staff respectfully recommends that the City Council: (1) Conduct the public hearing regarding an appeal of the Planning Commission’s approval of the proposed Yarbrough Phase I Vesting Tentative Subdivision Map; and (2) Adopt Resolution 24-119: (a) Finding that, pursuant to Section 15162 of the CEQA Guidelines, no subsequent environmental review is required prior to approval of proposed Vesting Tentative Subdivision Map because the City as lead agency for the Project has determined there is no substantial evidence of a. new significant environmental effects, b. substantial increases in the severity of previously identified environmental effects, or c. new information of substantial importance that would require major changes to the previously certified Yarbough Environmental Impact Report adopted by the City Council on June 18, 2008; (b) Finding that Vesting Tentative Subdivision Map No. 5224 is consistent with the California Environmental Quality Act (CEQA) based on the Environmental Impact Report (EIR) adopted on June 18, 2008, prepared for the Project; and (c) Denying the appeal and confirm the Planning Commission’s approval of Vesting Tentative Subdivision Map No. 5224. 6 17. Community Development
PUBLIC HEARING AND CONSIDERATION OF FIRST READING OF ORDINANCE 24-11

PERTAINING TO AMENDMENTS TO THE YARBROUGH DEVELOPMENT AGREEMENT Objective: The purpose of this item is to facilitate City Council’s consideration and approval of amendments to the Development Agreement (DA) relative to the Yarbrough Project.

Recommendation: Staff respectfully recommends that the City Council: 1) Conduct the public hearing regarding the proposed amendments to Yarbrough Development Agreement (Amended and Restated Development Agreement); (2) Find that the amendments to the Development Agreement (DA) relative to the Yarbrough Master Plan are consistent with the California Environmental Quality Act (CEQA) based on the Environmental Impact Report (EIR) adopted on June 18, 2008, prepared for the Project and, pursuant to Public resources Code section 21166 and Section 15162 of the CEQA Guidelines, no subsequent environmental review is required prior to approval of proposed amendments to the Yarbrough Development Agreement because the City as lead agency for the Project has determined there is no substantial evidence of (a) new significant environmental effects, (b) substantial increases in the severity of previously identified environmental effects, or (c) new information of substantial importance that would require major changes to the previously certified Yarbough Environmental Impact Report adopted by the City Council on June 18, 2008; and (3) Conduct a first reading, by title and number only, of Ordinance 24-11 (Attachment 2) detailing the amendments to the DA subject to the conditions and findings as identified in the agenda report.

REGULAR AGENDA

18. Community Development
FIRST READING OF ORDINANCE 24-15 REGARDING PROPOSED AMENDMENT TO MUNICIPAL CODE TITLE 17 (ZONING) FOR HOUSING ELEMENT IMPLEMENTATION Objective: The purpose of this item is to request the Council’s consideration of an amendment to Municipal Code Title 17 (Zoning) to achieve compliance with Government Code § 65583.2 and Housing Element Program HE-PR-1.14 regarding by-right approval of projects with at least 20 percent affordable units.

Recommendation: Staff respectfully recommends that the Council: (1) Conduct first reading, by title and number only, of Ordinance 24-15 (Attachment 1) amending Title 17 (Zoning) of the Municipal Code regarding: Chapter 17.09 – Housing Element Carry-over Sites; (2) Find that the amendment to the Housing Element is exempt from environmental review under CEQA pursuant to the Class 5 Categorical Exemption and the common-sense exemption are and that the exemption determination represent the independent judgment of the City; and (3) Inform the audience that the public hearing, second reading and adoption of Ordinance 24-15 is scheduled for November 20, 2024.

19. Economic Development & Housing

CONSIDERATION OF ADOPTION OF SMALL BUSINESS ACCELERATOR PROGRAM 7 Objective: This presentation and report are to provide the City Council with an update on the proposed Small Business Accelerator Program and request consideration of adoption of the Program.

Recommendation: Staff respectfully recommends that the City Council: (1) Approve the Small Business Accelerator Program (SBAP) in substantially the form presented by staff and described below; and (2) Authorize the City Manager or his designee to take all actions necessary to implement the SBAP, including the execution of any agreements in connection with administration of the Program.

GENERAL ADMINISTRATION FUNCTION – PART II

20. COUNCIL COMMUNICATIONS / ASSIGNMENTS
Bikeshare Policy Steering Committee --------------------------------------------Guerrero, Alternate - Early City/County 2x2 ----------------------------------------------------Guerrero/Orozco, Alternate – Sulpizio Hull City/School 2x2 ------------------------------------------------------Guerrero/Sulpizio Hull, Alternate - Alcala Executive Commission to Address Homelessness --------------------Sulpizio Hull, Alternate - Orozco EIFD Public Financing Authority-----------------------------------------------Guerrero, Alcala, Sulpizio Hull League of California Cities --------------------------------------------------- Alcala, Alternate – Sulpizio Hull Local Agency Formation Commission ---------------------------------------------------------------------- Alcala Port District Commission ---------------------------------------------------------Guerrero, Early, Sulpizio Hull Remote Access Network ------------------------------------------------------------------------------------Guerrero River City Regional Stadium Financing Authority------------------------------------------Guerrero, Orozco Sacramento Area Council of Governments (SACOG) ------------------------Guerrero; Alternate - Early Sacramento Regional County Sanitation District Board --------------Orozco; Alternate - Sulpizio Hull West Sacramento Area Flood Control Agency JPA ----------------------------Alcala; Alternate - Orozco Yolo Animal Servies Planning Agency JPA----------------------------Guerrero; Alternate – Sulpizio Hull Yolo County Housing Authority-------------------------------------------------Early, Alternate - Sulpizio Hull Yolo Transportation District -----------------------------------------------------Early, Alternate - Sulpizio Hull Yolo Habitat Conservancy ------------------------------------------------------------------------------Sulpizio Hull Yolo-Solano Air Quality Management District ----------------------------Alcala; Alternate – Sulpizio Hull Yolo Subbasin Sustainable Groundwater Agency-------------------------Sulpizio Hull; Alternate - Early

COUNCIL INTERMEDIARY REPRESENTATIVES
Delta Protection Commission -------------------------------------------------------Vacant; Alternate - Vacant New Hope Community Development Corporation---------------------------------Early; Alternate - Alcala Yolo County Consolidated Redevelopment Successor Agency Oversight Board--------Sulpizio Hull

21. PART II
A. Council Calendar
B. City Manager Report
C. City Attorney Report
D. Staff Direction from City Council Members
E. Future Agenda Item Requests by Council
8 F. Adjourn
I, Jennifer Cusmir, City Clerk, declare under penalty of perjury that the foregoing agenda for the November 6, 2024 regular and closed session meetings of the West Sacramento City Council, Redevelopment Successor Agency and Financing Authority was posted November 1, 2024 at the rear entrance at City Hall, 1110 West Capitol Avenue, West Sacramento, CA and was available for public review. __________________________________________
Jennifer Cusmir, City Clerk
NOTE: If you challenge the nature of a proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing.

The agenda and agenda reports are also available on the City’s website at www.cityofwestsacramento.org City Council meetings are broadcast live on Wave Cable Channel 20 and rerun the next day at 12:00 PM and the following Saturday at 6:00 PM.

All public materials related to an item on this agenda submitted to the City Council after distribution of the agenda packet are also made available for public inspection on the City’s website at:
www.cityofwestsacramento.org. Any document provided at the meeting by staff or by the public will be provided by the City Clerk upon request by phone at (916) 617-4500, or by email at: [email protected].

If you need assistance to participate in this meeting, including translation support, please contact the City Clerk’s Office at 916-617-4500 or [email protected]. Notifying the City Clerk’s Office at least 72 hours prior to the meeting will assist staff in assuring reasonable arrangements can be made to provide accessibility to the meeting. Assisted listening devices are available at this meeting.

Si necesita ayuda para participar en esta reunión o servicios de traducción, comuníquese con la Oficina del Secretario Municipal al 916-617-4500 o [email protected]. Notificar a la Oficina del Secretario Municipal al menos 72 horas antes de la reunión ayudará al personal a garantizar que se puedan hacer arreglos razonables para proporcionar accesibilidad a la reunión.

Los dispositivos de escucha asistida están disponibles en esta reunión. 9 CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 2
SUBJECT:

PRESENTATION OF PROCLAMATION RECOGNIZING
NOVEMBER 11, 2024 AS VETERANS DAY
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Paul Hosley, Public Information Officer
City Manager’s Office
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report to formally recognize the sacrifices our veterans have made and to honor their contributions as we celebrate Veterans Day 2024.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt a proclamation recognizing November 11, 2024 as Veterans Day.

BACKGROUND
Veterans Day is a day to reflect upon and honor the heroism of Americans who have served in the Army, Navy, Air Force, Marines, and Coast Guard. Originally known as Armistice Day, this day commemorated the declaration of peace that took effect on the eleventh hour of the eleventh day of the eleventh month of 1918. In 1954, the holiday was renamed “Veterans Day” to recognize all veterans of all wars, honoring their patriotism, love of country, and willingness to serve and sacrifice for our freedom.

The theme for Veterans Day 2024 is “A Legacy of Loyalty and Service.” This theme celebrates the distinct honor that comes with defending our Nation and safeguarding the Constitution of the United States of America.

VFW Post 8762 has been serving West Sacramento veterans since its charter began in 1946. Post 8762 has donated over $800,000 to the West Sacramento and surrounding communities through various charitable efforts, awarded high school students for essays on democracy, provided scholarships to nurses at Veterans Hospitals, and supported local youth soccer, swimming, baseball, and basketball programs. Post 8762 has also sponsored Boys and Girls Scouts, Sea Scouts, and the local Jr. ROTC Program.

The West Sacramento Veterans Day Parade is co-sponsored by the City and will be held on November 11, 2024, in the State Streets.

ANALYSIS
Veterans Day provides an important opportunity to recognize those who have served in this country’s armed forces. It is a time to express gratitude to those who were willing to risk their lives to protect our nation. While not all veterans may have faced active combat or deployment, they were prepared to answer that call. This day reminds us to honor their sacrifices, including time away from family and friends, and the life-altering experiences they endured in service to our country.

Environmental Considerations
N/A
Commission Recommendation
N/A
Strategic Plan Integration
N/A
Alternatives
N/A
Coordination and Review
N/A
Budget/Cost Impact
N/A

ATTACHMENT
Proclamation 10

PROCLAMATION

OF THE WEST SACRAMENTO CITY COUNCIL
RECOGNIZING NOVEMBER 11, 2024, AS VETERANS DAY
WHEREAS, America’s veterans have bravely defended our country, its values, and its interests since our nation’s founding, defeating tyrants, eliminating threats, and safeguarding freedom at home and abroad; and
WHEREAS, veterans of our Armed Forces have fought selflessly to secure our democratic freedoms, serving to protect the rights of all citizens; and WHEREAS, these Soldiers, Sailors, Airmen, Marines, and Coast Guardsmen have placed the lives, well-being, and security of others above their own, allowing us to enjoy the peace, prosperity, and freedoms we have today; and
WHEREAS, our community owes an immense debt of gratitude to our veterans, one that can never fully be repaid; and
WHEREAS, out of love for their country and dedication to duty, America's veterans have endured hardship, loneliness, fatigue, and loss, making sacrifices beyond measure; and WHEREAS, on Veterans Day, we pause to honor all those who have worn our Nation’s uniform with pride; and
WHEREAS, the 2024 theme, "A Legacy of Loyalty and Service," celebrates the privilege of protecting our way of life and the U.S. Constitution; and WHEREAS, in West Sacramento, the Veterans of Foreign Wars (VFW) Post 8762 fosters camaraderie among U.S. veterans of overseas conflicts and advocates tirelessly on behalf of all veterans; and
WHEREAS, the vision of VFW Post 8762 is to ensure veterans are recognized for the sacrifices they and their families have made on behalf of this great country; and WHEREAS, VFW Post 8762 has been a dedicated part of the West Sacramento community for 77 years.

NOW, THEREFORE, BE IT PROCLAIMED that the City Council of West Sacramento expresses its gratitude to VFW Post 8762 and supports the 2024 West Sacramento Veterans Day Parade, urging all members of the community to join in honoring its veterans.

PROCLAIMED this 6th day of November 2024.

ATTEST:

Martha Guerrero, Mayor Jennifer Cusmir, City Clerk
11 CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 3
SUBJECT:

PRESENTATION OF PROCLAMATION
RECOGNIZING OCTOBER 2024 AS FILIPINO AMERICAN HISTORY MONTH INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Paul Hosley, Public Information Officer
City Manager’s Office
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The purpose of this staff report is to request the City Council’s approval to recognize October 2024 as Filipino American History Month in West Sacramento.

RECOMMENDED ACTION
It is respectfully recommended that the City Council approve the proclamation, officially recognizing October 2024 as Filipino American History Month in West Sacramento.

BACKGROUND
Since 2009, Filipino American History Month has been celebrated across the United States each October to honor the arrival of Filipino immigrants and their substantial contributions to the nation. Filipino Americans have been an integral part of California’s history and have brought lasting economic, social, and cultural impacts on communities statewide, including West Sacramento. The Filipino American community in West Sacramento has established a strong presence through business ownership, culinary contributions, educational involvement, civic leadership, and various other fields. Their impact not only enriches the community but also contributes significantly to the city’s economic growth and cultural diversity. This proclamation acknowledges these invaluable contributions and celebrates the cultural heritage, traditions, and achievements that have influenced and enhanced our city.

ANALYSIS
By officially recognizing October 2024 as Filipino American History Month, West Sacramento celebrates the unique heritage of Filipino Americans and affirms its commitment to honoring all community members’ contributions. Additionally, this proclamation serves as an invitation for residents to learn more about Filipino American history and participate in events that celebrate Filipino culture.

Environmental Considerations
N/A
Commission Recommendation
N/A
Strategic Plan Integration
This proclamation supports West Sacramento’s commitment to diversity, inclusivity, and economic and cultural vitality.

Alternatives
N/A
Coordination and Review
N/A
Budget/Cost Impact
N/A

ATTACHMENT
Proclamation
12 PROCLAMATION

OF THE WEST SACRAMENTO CITY COUNCIL
RECOGNIZING OCTOBER 2024 AS FILIPINO AMERICAN HISTORY MONTH WHEREAS, Filipino American History Month is celebrated nationwide in October to honor the history, achievements, and invaluable contributions of Filipino Americans, and to celebrate their rich cultural heritage and traditions; and WHEREAS, Filipino Americans have a long-standing history in the United States and California, including many who have helped shape and enrich West Sacramento through their diverse talents, dedication, and innovations; and
WHEREAS, we are deeply proud of the Filipino American community in West Sacramento, who have contributed immensely as business owners, educators, doctors, lawyers, civic leaders, and elected officials, enhancing our city’s growth, economic vitality, and community spirit; and
WHEREAS, Filipino cultural traditions, from vibrant festivals to world-renowned cuisine, have introduced and enriched our community with flavors, values, and customs that strengthen our shared experience and understanding; and
WHEREAS, Filipino American History Month provides an opportunity for all West Sacramento residents to learn more about the contributions and cultural legacy of Filipino Americans, and to recognize the essential role they have played in creating our dynamic and inclusive community.

NOW, THEREFORE, BE IT PROCLAIMED that the City Council of West Sacramento does hereby proclaim October 2024 as Filipino American History Month in the City of West Sacramento, and encourages our community to join in the celebration of Filipino heritage, traditions, and accomplishments.

PROCLAIMED this 6th day of November 2024.

ATTEST:

Martha Guerrero, Mayor Jennifer Cusmir, City Clerk
13 CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 4
SUBJECT:

CONSIDERATION OF APPROVAL OF A PROFESSIONAL SERVICES CONTRACT WITH

DEWBERRY FOR GRANT WRITING SERVICES ASSOCIATED WITH THE PORT AREA INFRASTRUCTURE AND COMPLETE STREETS PROJECT (CIP 15046) INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Joanna Ortiz, Assistant Engineer
Capital Projects Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to provide the City Council with sufficient information for approval of a professional services contract with Dewberry for grant writing services associated with the Port Area Infrastructure and Complete Streets Project (CIP 15046).

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1) Approve a contract for professional services with Dewberry in the amount of $97,456.75 for grant writing services associated with the Port Area Infrastructure and Complete Streets Project; 2) Authorize the City Manager or his designee to execute a Contract for Services with Dewberry in an amount not to exceed $97,456.75;
3) Authorize the City Manager or his designee to execute contract amendments up to 15% ($14,619) of the total value of the contract; and
4) Authorize the City Manager or his designee, to execute non-substantive changes or modifications, including extensions for time with approval from the City Attorney.

BACKGROUND
Southport Parkway is a 4-lane major arterial that serves approximately 24,000 vehicles per day, with heavy truck traffic accounting for a significant portion. Industrial Blvd is another 4-lane major arterial that connects to Lake Washington Blvd at the Palamidessi Bridge and serves approximately 27,000 vehicles per day, also with a significant portion of heavy truck traffic. Harbor Blvd between Industrial Blvd and the US 50 interchange serves approximately 44,000 vehicles per day. Heavy truck traffic also accounts for a significant portion of the traffic.

The age of the pavement, combined with the high percentage of truck traffic, has caused significant damage to the roadway. This has led to significant resident requests over the years generating ongoing work for the City’s street maintenance crews.

In January 2024, the City completed the Neighborhood Pavement Preservation Program, which focused on preserving and maintaining local roadways. Southport Parkway between Lake Washington Blvd and Ramco Street was included as part of this project. While the project temporarily addressed the most damaged areas of Southport Parkway and improved current pavement conditions, a permanent solution is still needed.

The Port Area Infrastructure and Complete Streets Project (“Project”) was originally intended to address the poor pavement conditions along Southport Parkway. Since then, this Project has expanded to include not only road rehabilitation, but also other complete streets elements, including upgrading utilities, filling sidewalk gaps, and adding bike lanes to improve safety and to meet the needs of pedestrians, bicyclists, motorists, and public transportation users along Harbor Blvd (from the US 50 On/Off ramp to Industrial Blvd); Industrial Blvd (from Harbor Blvd to the Palamidessi Bridge); Lake Washington Blvd (from the Palamidessi Bridge to Southport Parkway); and Southport Parkway (from Lake Washington Blvd to Promenade Street).

On March 2, 2022, the City entered into a design contract with Bennett Engineering to complete the PA&ED (Project Approval & Environmental Documentation) phase for the Project. Since then, Bennett Engineering has completed 35% preliminary design, utility studies, traffic studies, and geotechnical studies.

On January 23, 2024 the City executed an agreement with the Sacramento Area Council of Governments (SACOG) for a fund exchange between the Great California Delta Trail Regional Connection Project and the Port Area Infrastructure and Complete Streets Project to consolidate federal funds into fewer projects. This 14 Port Area Infrastructure – Dewberry Contract
November 6, 2024

allowed the City to swap $400,000 of local funds into the Great California Delta Trail Regional Connection Project and $400,000 of Federal funds into the Port Area Infrastructure and Complete Streets Project.

The purpose of this fund exchange was to allow the City to proceed with the Great California Delta Trail Regional Connection Project with local funds while simultaneously allowing the City to proceed with the National Environmental Policy Act (NEPA) process for the Port Area Infrastructure and Complete Streets Project while federal grants are pursued for the Construction phase. Since this work is now federally funded, additional federal procurement requirements are now applicable to the Project and City staff are currently in the process of soliciting proposals for design consultants to compete the engineering design.

The current construction estimate for the Project is $37 million dollars. Such a large funding gap typically has to be made up by applying for grants and City staff is intending to actively seek out and apply for relevant grants in order to close that funding gap. Any federal and state grant funding received will be used to complete the final design, right-of-way acquisition and construction phases of the Project.

ANALYSIS
On July 23, 2024, staff solicited proposals for grant writing services through the City’s approved pre-qualified list of consultants awarded on 23-068-RFQ to provide On-Call grant writing services. The City received six proposals from the following firms, listed in alphabetical order:

1. AECOM

2. BKF Engineers

3. CWE

4. Dewberry

5. Engineering Solutions Services

6. REY Engineers
A three (3) person evaluation panel ranked the six firms. City staff evaluated all the firms, and their proposals based on the following criteria: qualification and experience, understanding of the work to be done, demonstrated technical ability, familiarity with state and federal procedures, and acceptance of City’s contract for services.

After reviewing Dewberry’s qualifications, experience, and proposed work plan, the staff selection panel determined that Dewberry has a strong understanding of the work to be performed and is the most qualified firm to provide grant writing services. The attached contract includes the negotiated scope and fees to complete the assignment.

Environmental Considerations
Grant writing services are not subject to CEQA. CEQA and NEPA will be completed as part of the design consultant contract.

Commission Recommendation
During the PA&ED phase of the project, the design team will meet with the appropriate commissions to provide them with information and to seek community input into the project.

Strategic Plan Integration
Not applicable.

Alternatives
Alternatives available to the City Council include:
1) Approve the recommended actions as stated above.
2) Make adjustments to the recommended actions.
3) Decline to approve the recommended actions.

Alternatives 2 and 3 are not recommended as this project is vital to the well-being of the community and delays to move the project forward will potentially add to the pavement deterioration along this important corridor.

Coordination and Review
This report was prepared by the Capital Projects Department with coordination and review by the Finance Department.
15 Port Area Infrastructure – Dewberry Contract
November 6, 2024

Budget/Cost Impact
This project is included in the City’s Capital Improvement Program (CIP), approved by the Council on March 2, 2022 as CIP 15046. There is sufficient funding available in the project budgets, therefore, no additional funds are required or requested at this time.

ATTACHMENTS

1. Port Area Dewberry Contract

2. Port Area Project Boundary Map
16 Dewberry Engineers, Inc.

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CONTRACT FOR SERVICES
THIS CONTRACT is made on November 6, 2024, by and between the CITY OF WEST SACRAMENTO (“City”), and Dewberry Engineers, Inc (“Consultant”).

WITNESSETH:

WHEREAS, the City desires grant writing services for the Port Area Infrastructure and Complete Streets Project;
WHEREAS, the Consultant has presented a proposal for such services to the City, dated August 14, 2024, (attached hereto as Exhibit “A”) and is duly licensed, qualified and experienced to perform those services;
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in Exhibit “A” This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract.

B. Consultant enters into this Contract as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this Contract to bind the City in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, To the greatest extent permitted by law, Consultant and its employees, agents, and subcontractors shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

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C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT
A. The services of Consultant are to commence upon receipt of written notice to proceed from the City, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit “B” and terminate on December 31, 2026.

B. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3.

C. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract for two (2) additional one-year extensions in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the Council approved budget.

3. COMPENSATION:

A. The Consultant shall be paid monthly for the actual fees, costs and expenses for all time and materials required and expended, but in no event shall total compensation exceed ninety-seven thousand, four hundred and fifty-six dollars and seventy five cents ($97,456.75), without City’s prior written approval. Consultant's fees shall be as specified in the Schedule of Fees, which is attached hereto an incorporated herein as Exhibit "C".

B. Said amount shall be paid upon submittal of a monthly billing showing completion of the tasks that month. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings.

If Consultant’s performance is not in conformity with the Schedule of Performance, payments may be delayed or denied, unless the Consultant’s failure to perform in conformity with the Schedule of Performance is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 5.

C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

4. TERMINATION:

A. This Contract may be terminated by either party, provided that the other party is given not less than 30 calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

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C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 5.

7. PROPERTY OF CITY:

A. It is mutually agreed that all materials prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

B. Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Consultant hereunder (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.

8. COMPLIANCE WITH ALL LAWS:

A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

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FOR WORK SUBJECT TO PREVAILING WAGES
A. The work contemplated under this Contract is a public work for the purposes of Labor Code section 1720, and is subject to the payment of prevailing wages. Accordingly, Consultant shall comply with the provisions of Exhibit "D".

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.

C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the Dewberry Engineers, Inc.

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City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:

Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

Consultant shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Consultant's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Contract except such loss or damage caused by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this Contract.

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Contract, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than A VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence Dewberry Engineers, Inc.

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of renewal may be treated by the City as a material breach of this Contract. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Worker’s Compensation and Employer’s Liability Insurance a. Worker’s Compensation - Insurance to protect the Consultant, its contractors and subcontractors from all claims under Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (“Acts”), if applicable. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable state and Federal statutes and regulations.

The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents.
b. Consultant shall provide a Waiver of Subrogation endorsement in favor of the City, its officers, officials, employees, agents and volunteers for losses arising from work performed by the Consultant.

2. Commercial General Liability Insurance
a. The insurance shall be provided on form CG0001, or it’s equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per occurrence and $2,000,000 general and products/completed operations aggregates. b. The commercial general liability insurance shall also include the following:
i. Endorsement equivalent to CG 2010 0714 naming the City, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
ii. Endorsement stating insurance provided to the City shall be primary as respects the City, its officers, officials, employees and any insurance or self insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.
iii. Provision or endorsement stating that the Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

3. Commercial Automobile Insurance
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a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per accident.
b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section

16.B.2.b).

4. Professional Liability. The Consultant and its contractors and subcontractors shall secure and maintain in full force, during the term of this Contract and for five years thereafter, professional liability insurance policies appropriate to the respective professions and the work to be performed as specified in this Contract. The limits of such professional liability insurance coverage shall not be less than $1,000,000 per claim.

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

17. MISCELLANEOUS PROVISIONS:

A. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

B. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

C. Consultant shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work Dewberry Engineers, Inc.

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under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant.

D. This Contract constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Contract. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of West Sacramento
Attn to: Joanna Ortiz
1110 West Capitol Ave
West Sacramento, CA 95691
Email: [email protected]
Consultant:

Dewberry Engineers, Inc.
8401 Arlington Blvd.

Fairfax, VA 22031
F. This Contract shall be interpreted and governed by the laws of the State of California.

G. Any action arising out of this Contract shall be brought and maintained in Yolo County California, regardless of where else venue may lie.

H. In any action brought by either party to enforce the terms of this Contract, each party shall be bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.
[Signatures on following page]
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CITY OF WEST SACRAMENTO
By: __________________________
Amanda Berlin, Assistant City Manager
ATTEST:

By: _______________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

By: _______________________
Jeffrey Mitchell, City Attorney
Dewberry Engineers, Inc.

By: _________________________
John Hoole, PE, Principal-in-Charge
Dewberry Engineers, Inc.

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Consultant Proposal/Scope of Work
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Dewberry will provide grant writing services for the work listed below and will fully comply with the governing directions and procedures and prevailing wage rules:

Task 1: Grant Funding Research
Dewberry will conduct research to identify grant opportunities to support the Project’s funding needs and priorities for the Design, Environmental, Right of Way, and Construction phases. The research shall include, but is not limited to, federal, state, regional, and local grants.

Dewberry consistently monitors available funding sources and will notify City Staff when an applicable funding source is available for the Port Infrastructure and Complete Streets Project and any other City project that could use additional funding. Dewberry will also meet with designated staff once per month to discuss the current list of grant opportunities virtually.

Deliverables:
• Dewberry will be responsible for producing a detailed research report that will identify pertinent grant opportunities and conduct a thorough analysis of each opportunity to determine its suitability.

This analysis will encompass the type of grant, funding availability, required matching funds, timelines, the City’s existing needs and priorities, and potential impacts on the community. • Dewberry will provide the City with recommendations on appropriate grants that would be eligible for the project and a short list of 3-5 highest-ranking grants for the project.

Task 2: Funding Analysis and Assessment
Dewberry will analyze and assess each potential grant opportunity and will collaborate with the City to prioritize funding areas based on documented City needs.

Dewberry will provide professional analysis and evaluation of the feasibility and achievability of each viable grant opportunity, taking into account the requirements of each grant and the City’s existing conditions and priorities.

Dewberry will supply the City with a specific methodology and/or checklist to track the completion of each requirement for each grant opportunity and will obtain approval from City staff before beginning any grant application proposal.

Deliverables:
• Dewberry will provide a detailed analysis report for each potential grant opportunity, including a comprehensive overview of the requirements, eligibility requirements, eligibility criteria, and application process.

Task 3: Grant Proposal Development
Dewberry will provide grant writing services associated with the completion of grant applications on behalf of the City, including the preparation of funding abstracts, production, and submittal of applications to funding sources. Additionally, Dewberry will complete the following:
• Provide a copy of each grant application to be approved by the City prior to submittal. • Prepare all the grant applications requirements based on each grant opportunity, Develop schedules and timing for proposed projects, develop construction and other design costs for proposed SCOPE OF SERVICES 12
REQUEST FOR QUOTES FOR GRANT WRITING SERVICES: PORT AREA INFRASTRUCTURE AND COMPLETE STREETS PROJECT

CITY OF WEST SACRAMENTO
Exhibit A
27 projects, develop exhibits using aerial maps and recent field photos to illustrate the key elements of the proposed improvements.
• Provide in detail the benefit to public safety with the proposed improvements. • Provide benefit/cost for the proposed improvement if required and highlight the City purpose and need for proposed project in the grant application.
• Highlight the benefit to the community with the proposed improvements for each grant opportunity.
• Meet all the grant requirements based on each opportunity to maximize the City’s ability of achieving the potential grant funding.
• Meet with the City Project Team as needed to discuss and illustrate grant requirements, deadlines, priorities, and upcoming funding opportunities. Meeting can be virtual. • Coordinate with the City to determine timelines and details of reports that are required with the grant applications and that will need to be provided to the City or completed by the City.

Deliverables:
• Write and apply to all grants approved by City staff. Maintain a master list of all grants applied for and the award status.

SCOPE OF SERVICES 13
REQUEST FOR QUOTES FOR GRANT WRITING SERVICES: PORT AREA INFRASTRUCTURE AND COMPLETE STREETS PROJECT

CITY OF WEST SACRAMENTO
28 Dewberry
Port Area Infrastructure and Complete Streets Project
Expires on 12/31/2024

EXHIBIT B
Schedule of Performance
Contract Start Date 11/6/2024
Contract End Date 12/31/2026
29 EXHIBIT C
Schedule of Fees
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City of West Sacramento
October 7, 2024
.
. Principal in Charge John Hoole Project Manager Rebecca Neilon Grant Support Danacka Whittington Funding Research Specialist Caroline Whitehead GEOGRAPHER/GIS VII To Be Determined ADMIN PROFESSIONAL V To Be Determined TASK HOURS TASK COSTS . Loaded Rate:$314.19 $213.56 $118.02 $186.29 $242.85 $197.64

1.0 1.1 12 24 2 38 $5,790.52

1.2 24 24 48 $7,958.00

1.0 36 48 2 86 $13,748.52

2.0 2.1 1 6 10 6 23 $3,893.54

2.2 4 24 4 2 34 $4,827.19

2.3 1 12 36 14 4 67 $11,316.17

2.4 4 12 16 $2,270.49

2.0 2 26 82 10 14 6 140 $22,307.39

3.0 3.1 10 30 40 $5,676.23

3.2 2 6 8 $1,135.25

3.3 20 30 2 52 $8,207.15

3.4 1 1 2 $331.58

3.0 33 67 2 102 $15,350.21

4.0 4.1 10 30 40 $5,676.23

4.2 2 6 8 $1,135.25

4.3 20 30 2 52 $8,207.15

4.4 1 1 2 $331.58

4.0 33 67 2 102 $15,350.21

5.0 5.1 10 30 40 $5,676.23

5.2 2 6 8 $1,135.25

5.3 20 30 2 52 $8,207.15

5.4 1 1 2 $331.58

5.0 33 67 2 102 $15,350.21

6.0 6.1 10 30 40 $5,676.23

6.2 2 6 8 $1,135.25

6.3 20 30 2 52 $8,207.15

6.4 1 1 2 $331.58

6.0 33 67 2 102 $15,350.21
. 2 194 398 10 14 16 634 $97,456.75
Grant Proposal Development (Typical Application #3)
Development of Supporting Data and Narrative
Development of Supporting Graphics
Total Task 1
Funding Analysis and Assessment
Grant Funding Research
Pre-Positioning/Pre-Grant Document for Port Complete Streets Project Monthly Meeting with City Staff (24 months)
Assessment of candidate funding programs
Grant Program Research & Monthly Report
Grant Proposal Development (Typical Application #1)
Total Task 2
Preparation of Grant Program Assessment Reports
Grant Specific Community Outreach (Interactive online Survey) Draft and Final Narrative
Final Submittal Upload Application
Total Task 3a
Final Submittal Upload Application
Development of Supporting Data and Narrative
Development of Supporting Graphics
Draft and Final Narrative
Grant Proposal Development (Typical Application #2)
Final Submittal Upload Application
Development of Supporting Data and Narrative
Development of Supporting Graphics
Draft and Final Narrative
Draft and Final Narrative
OPTIONAL Grant Proposal Development (Typical Application #4) Total Task 5
Total Task 3b
TOTAL PROJECT COST $97,456.75

TOTAL DIRECT LABOR HOURS
Final Submittal Upload Application
Development of Supporting Data and Narrative
Development of Supporting Graphics
Total Task 6
Exhibit C
31 EXHIBIT D
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONSULTANTS
By:

John Hoole, PE, Principal-In-Charge
Dewberry Engineers, Inc.

CPE24-299 Grant Writing Services for Port Area Infrastructure Expires 12/31/2026
32 SOUTHPORT PARKWAY

SOUTHPORT PARKWAY

LAKE WASHINGTON BLVD

LAKE WASHINGTON BLVD

INDUSTRIAL BLVD

INDUSTRIAL BLVD

HARBOR BLVD

INDUSTRIAL BLVD HARBOR BLVD
US HIGHWAY 50 US HIGHWAY 50

TERMINAL ST

STONE BLVD

DEL MONTE ST

BEACON BLVD

EVERGREEN AVE

WEST CAPITOL AVE

BOATMAN AVE

RAMOS ST

WESTBRIDGE PLAZA

PRIVATE DRIVEWAY

PORT OF WEST

SACRAMENTO

PORT OF WEST

SACRAMENTO

BARGE CANAL

JEFFERSON BLVD
US 50 EB ON/OFF RAMP
OFF RAMP US 50 EB

PALAMIDESSI BRIDGE PROPOSED LOCATION &

BOUNDARIES OF PROJECT, TYP

PROJECT DATA (APPROXIMATE)
LENGTH: 18,400 LINEAR FEET (3.5 MILES)
AREA: 1,403,000 SQUARE FEET

DEEP WATER CHANNEL

SOUTHPORT PARKWAY

CARLIN DR

PROMENADE ST

SOUTHPORT PARKWAY

GOLDEN GATE DR

PROMENADE ST
CARLIN DR RAMOS ST F:\CD Engineering & Inspections\CIP\Truck Route Paving - Ramco St to Hwy 50\truck_route_paving_1.dwg 2/16/2022 9:24 AM Ramirez, Manuel LIMITS OF:

PORT AREA INFRASTRUCTURE AND

COMPLETE STREETS PROJECT
2/16/2022
DATE:

CHECKED BY:

DRAWN BY: N
TITLE:

SCALE:

M. RAMIREZ
A. WALLACE 3" = 1 MILE
33 CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 5
SUBJECT:

CONSIDERATION OF AFFORDABLE HOUSING IN-LIEU FEE AGREEMENT WITH RB CALIFORNIA LAND INVESTMENTS, LLC FOR THE 3895 MARSHALL ROAD

SUBDIVISION PROJECT
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Tanya Flores, Assistant Community Investment Planner
Economic Development & Housing
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [ X ] Action

OBJECTIVE
The objective of this report is to facilitate the Council’s consideration of an Affordable Housing In-Lieu Fee Agreement with RB California Land Investments, LLC, for a 9-unit multifamily residential development located at 3895 Marshall Road.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1) Find that this proposal is Categorically Exempt from CEQA under the Class 5 (Section 15305 of the CEQA Guidelines) and Class 32 (In-fill Development Projects) Categorical Exemptions as the appropriate level of review under CEQA;
2) Approve the Affordable Housing In-Lieu Fee Agreement with RB California Land Investments, LLC, in substantially the form included as Attachment 1 for the 3895 Marshall Road Subdivision project (Proposed Affordable Housing Agreement); and
3) Authorize the City Manager or designee to execute the Agreement and make non-substantive corrections or modifications with the approval of the City Attorney.

BACKGROUND
The City’s current Inclusionary Housing (IH) Ordinance (Ordinance 14-4) was adopted in 2014 and is codified in Chapter 15.40 of the Municipal Code. The IH Ordinance implements Program 1.2 of the Housing Element and requires new residential developments to make ten percent (10%) of total dwelling units affordable to low and very low-income households at an affordable price or rent. For a multifamily rental project, this requirement is satisfied by providing five percent (5%) of units affordable at fifty percent (50%) of Area Median Income (AMI); and five percent (5%) of units affordable at sixty percent (60%) of AMI. The rental restrictions for a one-bedroom unit at 50 and 60 percent AMI are currently $1,170 and $1,404 per month, respectively. For a for-sale project, the requirement is satisfied by providing 10% of units affordable at 70% of AMI. The for-sale restrictions for a three-bedroom unit at 70% AMI is currently $300,062.

As an alternative to providing affordable units the IH Ordinance allows developers to seek City Council approval for participation in the Housing Trust Fund Program (HTFP) through payment of an in-lieu fee. The in-lieu fee is a per-unit fee that is proportional to the amount determined by the City to be necessary to provide gap financing to an affordable housing project. The revenue received by the City from the in-lieu fee payment is deposited into the Housing Trust Fund to be used to promote and assist the development of affordable housing projects. The HTFP effectuates several Housing Element goals including:
 Focusing the City’s affordable housing efforts on the lower end of the income spectrum (i.e., 50 percent AMI and below).
 Reducing the IH Ordinance’s financial impact on market-rate housing production in the SACOG Blueprint urban infill areas.
 Reducing the IH Program’s impact on staff resources.
 Promoting urban densities consistent with the City’s Climate Action Plan.  Incentivizing investment and residential development in the City’s urban infill areas.

ANALYSIS
The 3895 Marshall Road Subdivision project, located at 3895 Marshall Road (see Attachment 2 for the location map), encompasses a 9.64-acre lot zoned for Residential Rural Estate (R-E). This zoning designation is intended for residential development on large lots, serving as a transition between agricultural lands and designated 34 3895 Marshall Road Subdivision AHA
November 6, 2024

residential areas. The project involves the creation of a 9-lot single-family subdivision, with an average lot size of 0.76 acres, a minimum size of 0.637 acres, and a maximum size of 1.261 acres.

Currently, the project area lacks essential infrastructure, including public roadways, sidewalks, curbs, and gutters. To address these deficiencies, the project plans to construct a new public road featuring a 56-foot-wide right-of-way extending from Marshall Road. This roadway will serve as the primary access for the 9 single-family residential lots and will include a 40-foot-wide paved surface, 3-foot-wide curb and gutter (per City of West Sacramento standards), and a 5-foot-wide sidewalk. Additionally, a 12.5-foot-wide public utility easement will be established along the rear of the new roadway.

In conjunction with on-site developments, off-site improvements will be implemented along both Marshall Road to the north and Rock Creek Road to the south. The south side of Marshall Road will be slightly widened to create a 25-foot-wide half-width, including new curb, gutter, and sidewalk along the entire project frontage. At the western end of Marshall Road, a 50-foot-wide offset cul-de-sac will be constructed to facilitate vehicular turnaround before reaching the access driveway leading to the levee road.

These roadway improvements will necessitate the relocation of overhead utilities and poles, along with the establishment of a 12.5-foot-wide public utility easement along the Marshall Road frontage. Additionally, a 6- foot-tall wood fence is proposed along this same frontage.

On Rock Creek Road to the south, where curb and gutter are already in place, the project will add a new sidewalk along the back of the existing infrastructure. These enhancements are designed not only to beautify the neighborhood’s streetscape but also to improve the overall livability of the area.

Under the IH Ordinance, the developer is required to produce, within the development, one unit affordable to low-income households (80 percent AMI). The maximum income at 80 percent AMI for a four-person household in Yolo County is $92,250. A copy of the Yolo County Income Limits is included in this report as Attachment 3.

The developer has requested City Council approval to provide an in-lieu fee rather than produce an affordable unit in this development. If approved, the developer will be required to pay a total in-lieu fee of $69,291 (see Attachment 4 for calculation).

Staff supports the developer’s request and, if approved by Council, in-lieu fees collected from the 3895 Marshall Road Subdivision project will be programmed to support a future affordable housing project at the Grand Gateway development site. A proposal solicitation for the Grand Gateway Master Plan area, which is located at the intersection of Grand Street and Tower Bridge Gateway (Attachment 5, Grand Gateway Development Area), was conducted in Summer 2023 and an Exclusive Negotiation Agreement with SKK Developments and Urban Core was approved by Council on June 26, 2024. It is anticipated that City Housing Trust Funds will be necessary to support the development of a ± 114-unit affordable housing project included as part of the Grand Gateway development. If the Grand Gateway affordable housing project does not use the in-lieu fee collected from the 3895 Marshall project, the fee will go to the Housing Trust Fund to use on future affordable housing activities.

Environmental Considerations
Community Development staff determined that Class 5 (Section 15305 of the CEQA Guidelines) and Class 32 (In-fill Development Projects) Categorical Exemptions are the appropriate level of review under CEQA for this proposal. The Class 5 exemption consists of minor alterations in land use limitations in areas with an average slope of less than 20%, which do not result in any changes in land use or density. Class 32 urban in‐fill development would not have a significant effect on the environment.

Commission Recommendation
No commission recommendation was solicited for this staff report.

Strategic Plan Integration
The recommended action supports the Council’s 2023 Strategic Management priorities of “Grand Gateway Development” and “Homelessness & Communitywide Impact Management” by approving funding to support the development of affordable housing in the Grand Gateway Master Plan area.

Alternatives
The Council’s primary alternatives are as follows:

1. Decline to approve the Affordable Housing Agreement; or

2. Propose a different alternative for the developer to meet its IH obligations. 35 3895 Marshall Road Subdivision AHA
November 6, 2024

Coordination and Review
The proposed Affordable Housing Agreement was coordinated with Planning Division staff and the City Attorney’s office.

Budget/Cost Impact
The net budget impact of approving the Agreement is additional revenue of $69,291 to the City Housing Trust Fund when the 3895 Marshall Road Subdivision project is issued a building permit.

ATTACHMENTS

1. Proposed Affordable Housing Agreement

2. Location Map

3. 2024 Yolo County Income Limits

4. In-Lieu Fee Calculation

5. Grand Gateway Development Area
36 4883-9606-7562 v.2.doc AFFORDABLE HOUSING AGREEMENT
3895 MARSHALL ROAD SUBDIVISION PROJECT
1 AFFORDABLE HOUSING AGREEMENT
3895 MARSHALL ROAD SUBDIVISION PROJECT
This AFFORDABLE HOUSING AGREEMENT (“Affordable Housing Agreement” or “Agreement”) is made and entered into this 6th day of November 2024 (“Effective Date”) among the CITY OF WEST SACRAMENTO, a municipal corporation (“City”), and RB California Land Investments, LLC, a California Limited Liability Company (“RB California Land Investments”). City and RB California Land Investments are referred to collectively as “Parties” or individually as “Party.”

RECITALS
A. RB California Land Investments intends to develop a total of Nine (9) market-rate residential units known as “3895 Marshall Road Subdivision” (the “Project”) at a site located at 3895 Marshall Road. The Project property (the “Identified Property”) is located in the City of West Sacramento, County of Yolo, State of California, and is more particularly described in the legal description attached hereto as Exhibit “A” and incorporated herein by this reference.

B. Chapter 15.40 of the West Sacramento Municipal Code ("Chapter 15.40"), which implements Program 1.2 of the City's Housing Element, requires that developers of new housing projects contribute to the production of affordable housing. Chapter 15.40 allows a developer to satisfy this "inclusionary housing" obligation by either making a percentage of new units affordable ("Inclusionary Units"), or, if approved by the City Council, through the payment of a fee in-lieu of producing affordable units ("Inclusionary Housing Payments"). Collectively, the policies, programs, and procedures governing the development, rental, and occupancy of affordable housing that are set forth in the City's Housing Element and Chapter 15.40, together with any amendments or revisions to the foregoing, are referred to herein as the City's “Affordable Housing Program.” C. Based on the Nine (9) market-rate residential units proposed for the Project, RB California Land Investments is required to make One (1) of the units in the project available at a housing cost affordable to Low- and Very Low-Income households (the Project's "Inclusionary Obligation").

D. RB California Land Investments has requested that it be permitted to substitute the payment of fees pursuant to Chapter 15.40 in-lieu of producing the Inclusionary Units, and City has agreed to permit this substitution.

E. Providing Inclusionary Units pursuant to this Agreement is consistent with the Housing Element and in accordance with the public purposes and provisions of the Affordable Housing Program.

AGREEMENT
NOW, THEREFORE, based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. Every term used herein shall have the meaning ascribed to that term in Chapter 15.40 unless another meaning is apparent from the context in which the term appears, or the term is specifically defined in this Agreement.

Attachment 1
37 4883-9606-7562 v.2.doc AFFORDABLE HOUSING AGREEMENT
3895 MARSHALL ROAD SUBDIVISION PROJECT
2 2. Inclusionary Obligation.

2.1 Project Inclusionary Obligation. Based on the Nine (9) market-rate units to be constructed in the Project, the Inclusionary Obligation is One (1) affordable unit, a low-income single-family townhome unit.

2.2 Satisfaction of Inclusionary Obligation for The Project.

2.2.1 Payment of Gap Financing Contribution for the Project. RB California Land Investments shall provide the City with Inclusionary Housing Payments representing the amount determined by City to be necessary to provide gap financing for the construction of One (1) Inclusionary Unit required for the Project. Prior to the City issuing any building permit for the Nine (9) market-rate units to be constructed in the Project, RB California Land Investments shall provide the City with an Inclusionary Housing Payment in the amount of Seven Thousand Six-Hundred Ninety-Nine Dollars ($7,699) for each market-rate unit. A table summarizing the Inclusionary Housing Payment is found in Exhibit “B.” City agrees to deposit these funds into the City’s Housing Trust Fund for to be used for future affordable housing activities.

2.2.2 Satisfaction of Inclusionary Obligation. City acknowledges and agrees that, pursuant to the Affordable Housing Program, upon receipt by the city of RB California Land Investments’ payment pursuant to Section 2.2.1 above, the Inclusionary Obligation of the Project will be satisfied, and RB California Land Investments will be entitled to construct a total of Nine (9) market-rate units on the Project Property.

2.2.3 Additional Inclusionary Housing Obligation. Notwithstanding the number of Regulated Units actually constructed within the Project, RB California Land Investments or its assignees (subject to Section 14 below), shall be entitled pursuant to Section

2.2.1 above to construct up to a total of Nine (9) market-rate units on the Project Property; provided, however, if the number of market-rate units constructed on the Project Property exceeds Nine (9) units, any additional Inclusionary Obligation with respect to the additional units must be satisfied in compliance with the Affordable Housing Program.

2.3 Compliance with Other Development Requirements. Compliance with the Inclusionary Housing Obligation requirements described in Sections 2.2 does not relieve RB California Land Investments or its assignees from the obligation to comply with City requirements related to the development of the Project other than the Inclusionary Obligation for the Project.

3. Recalculation of Inclusionary Housing Payment. In the event that no building permit has been issued for the Project within three (3) years of Effective Date, the Inclusionary Housing Payment shall automatically be recalculated under the then-current in-lieu fee rate for each market-rate unit in the Project. The difference in the Inclusionary Housing payment shall be collected upon issuance of the first building permit for the Project.

4. Time of the Essence. Time is of the essence in the performance of this Agreement.

5. Recordation of Memorandum of Agreement. Upon execution of this Agreement by all Parties, the Parties shall execute, notarize (where applicable), and record or cause to be recorded in the Office of the Yolo County Recorder against the Identified Property a Memorandum of Agreement substantially in the form attached herein as Exhibit “C.” Upon satisfaction of RB California Land Investments’ obligations under this Agreement, and at the request of RB California 38 4883-9606-7562 v.2.doc AFFORDABLE HOUSING AGREEMENT
3895 MARSHALL ROAD SUBDIVISION PROJECT
3 Land Investments, the City will execute an instrument in a recordable form confirming that RB California Land Investments has satisfied the obligations under this Agreement for that phase.

6. Covenants Run with the Land. This Agreement shall run with the land. The burdens of this Agreement bind, and the benefits of the Agreement inure to, the successors-in- interest of the Parties.

7. Due Diligence. RB California Land Investments agrees to proceed in good faith and in a reasonable and diligent manner to implement the provisions of this Agreement.

8. Amendments. Except as otherwise provided herein, this Agreement may be amended only by mutual written consent of the Parties or their successors-in-interest. A memorandum of any such amendment shall be recorded against the Identified Property in the Office of the Yolo County Recorder.

9. No Waiver. The failure by a Party to exercise its rights under this Agreement does not waive any claim or defect in performance by any other Party.

10. Notices. All notices required by this Agreement or state law shall be in writing and delivered in person or sent by U.S. mail, first class postage prepaid, return receipt requested, to the following addresses, which may be changed by giving notice in writing:

RB California Land Investments: RB California Land Investments, LLC Address: 10630 Mather Boulevard
Mather, CA 95655
Attn: Katherine Bardis
City: City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
ATTN: City Manager
with copy to: Kronick, Moskovitz, Tiedemann & Girard
1331 Garden Hwy. 2nd Floor
Sacramento, CA 95833
ATTN: Jeffrey Mitchell

11. Attorneys’ Fees. If any Party brings legal action against another for breach of this Agreement or to compel performance of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.

12. Venue. Any action arising out of this Agreement shall be brought in Yolo County, California, regardless of where else venue may lie.

13. Non-Fault Termination. By unanimous written consent of all Parties, this Agreement may be terminated for any reason other than a default hereunder. After a termination pursuant to this Section 13, any costs incurred by a Party in connection with this Agreement shall be completely borne by such Party and no Party shall have any rights against or liability to the others, except with respect to those provisions of this Agreement that recite that they survive termination of this Agreement.
39 4883-9606-7562 v.2.doc AFFORDABLE HOUSING AGREEMENT
3895 MARSHALL ROAD SUBDIVISION PROJECT
4 14. Integration. This is an integrated agreement, and contains all of the terms, considerations, understandings, and promises of the Parties. It shall be read as a whole.

15. Assignment. RB California Land Investments shall not assign or transfer any right or interest in or arising from this Agreement without the prior written consent of the City, which shall not be unreasonably withheld.

16. Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts (including copies sent to a Party by facsimile transmission or in portable document format (pdf)), each of which when executed and delivered will be deemed an original and all of which counterparts taken together will constitute one and the same instrument.

17. Exhibits. This Agreement contains the following exhibits, all of which are incorporated herein by this reference:

A. Legal Description of the Identified Property
B. Calculation of Inclusionary Housing Payment
C. Memorandum of Agreement
[SIGNATURES ON FOLLOWING PAGE]
40 4883-9606-7562 v.2.doc AFFORDABLE HOUSING AGREEMENT
3895 MARSHALL ROAD SUBDIVISION PROJECT
5 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives, as of the date first above written.

CITY:

CITY OF WEST SACRAMENTO,
a municipal corporation
By:

Aaron Laurel, City Manager
Attest:

By:

Jennifer Cusmir, City Clerk
Approved as to form:

Jeffrey Mitchell, City Attorney
41 4883-9606-7562 v.2.doc AFFORDABLE HOUSING AGREEMENT
3895 MARSHALL ROAD SUBDIVISION PROJECT
6 RB California Land Investments:

RB California Land Investments, LLC,
a California limited liability company
By:_________________________________
Name:______________________________
Its:_________________________________
42 4883-9606-7562 v.2.doc
EXHIBIT “A”

LEGAL DESCRIPTION(S) OF THE IDENTIFIED PROPERTIES
The land described herein is situated in the State of California, County of Yolo, City of West Sacramento,
described as follows:

Parcel one:

Lot 14 of midland subdivision, according to the official plat thereof, filed in the Office of the Recorder of Yolo County, California, on April 8, 1913, in book 2 of maps, at page 75.

The dimensions of said lots are commuted to the center of Marshall Avenue on the north and to the center of Armfield Avenue on the east.

Excepting therefrom all that portion described in deed dated April 8, 1915, recorded July 17, 1915, in book 89 of deeds, at page 11, as conveyed by lizzie h. Glide to reclamation district 900.

Also excepting therefrom all that portion described in deed dated September 9, 1958, recorded October 2, 1958, in book 552 of official records, at page 369, described as follows:

Beginning at a point in the northerly boundary line of lot 14, as said lot 14 is shown upon the map of midland subdivision filed for record in the office of the county recorder of said county of yolo in book 2 of maps, at page 75, said northerly boundary line being the center line of Marshall Road, as said Marshall Road is shown upon said map, from which the 2 inch iron pipe marking the intersection of the center line of Morton Road with the center line of Armfield Avenue, as said Morton Road and Armfield Avenue are shown upon said map, bears north 16° 10 1/2’ east 2198.1 feet distant and running thence south 89° 50 1/2’ west, along the northerly boundary line of said lot 14, a distance of 177.3 feet to a point in the easterly boundary line of the 30 foot strip of land conveyed by lizzie h. Glide to reclamation district number nine hundred by deed dated April 8, 1915, and recorded in the office of said county recorder in book 89 of deeds, at page 11; thence south 0° 09 1/2' east, along the last mentioned boundary line 125.0 feet; thence north 89° 56 1/2’ east, parallel with the northerly boundary line of said lot 14, a distance of 177.1 feet, thence north 0°03 1/2’ west at a right angle to the northerly boundary line of said lot 14, a distance of 125.0 feet, more or less, to the point of beginning; containing a net acreage of 0.41 acre exclusive of that portion thereof lying within the boundary lines of said Marshall Road and being a portion of said lot 14.

Parcel two:

Beginning at a point in the northerly boundary line of lot 14, as said lot 14, is shown upon the map of midland subdivision filed for record in the office of the county recorder of said county of yolo in book 2 of maps at page 75, said northerly boundary line being the center line of Marshall Road, as said Marshall Road is shown upon said map, from which the 2 inch iron pipe marking the intersection of the center line of Morton Road with center line of Armfield Avenue, as said Morton Road and Armfield Avenue are shown upon said map, bears north 16° 10-1/2’ east 2198.1 feet distant and running thence south 89° 56-1/2’ west, along the northerly boundary line of said lot 14, a distance of 177.3 feet to a point in the easterly boundary line of the 30 foot strip of land conveyed by lizzie h. Glide to reclamation district number nine hundred by deed dated April 8, 1985 and recorded in the office of said county recorder in book order number: 0192- 43 4883-9606-7562 v.2.doc
6775226 page number: 8 first American Title page 8 of 17 89 of deeds at page 11; thence south 0° 09-1/2’ east, along the last mentioned boundary line, 125.0 feet thence north 89° 56-1/2’ east, parallel with the northerly boundary line of said lot 14, a distance of 177.1 feet; thence north 0°03-1/2’ west; at a right angle to the northerly boundary line of said lot 14, a distance of 125.0 feet, more or less, to the point of beginning: containing, a net acreage of 0.41 acre exclusive of that portion thereof lying within the boundary lines of said Marshall Road and being a portion of said lot 14.

Except therefrom all oil, gas, other hydrocarbon substances, minerals, and naturally created hot water and steam on, in or underlying said real property together with the right to enter upon the surface of said real property for line purposes of exploring for, producing, extracting, taking, removing, and selling the same, for storing, utilizing, processing, converting, and otherwise treating such hot water and steam, and for constructing, reconstructing, maintaining, using, replacing, and removing such facilities, including roads, as grantor shall from time to time deem necessary in connection therewith; provided, however, that grantor in its rights hereby reserved shall not interfere with any structure then constructed on said real property; as reserving in deed recorded January 17, 1969 book 901 and page 105.

APN: 045-190-010-000 (affects portion of parcel one)
045-190-024-000 (affects portion of parcel one) and
045-190-018-000 (affects parcel two)
44 4883-9606-7562 v.2.doc
EXHIBIT “B”

CALCULATION OF INCLUSIONARY HOUSING PAYMENT
Project Market Rate Units (MRU) 9
Housing Trust Fund Program (HTFP) Fee per MRU $7,699
HTFP Payment (9 x $7,699) $69,291
Urban Infill Incentive (if applicable) Not Applicable
Total HTFP Payment $69,291
45 4883-9606-7562 v.2.doc
EXHIBIT “C”
(SEE ATTACHED MEMORANDUM OF AGREEMENT)
46 4883-9606-7562 v.2.doc

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
No recording fee required pursuant to
Government Code Section 27383.

SPACE ABOVE THIS LINE FOR RECORDER’S USE

MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT
THIS MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT is made this 6th day of November 2024, by and among the CITY OF WEST SACRAMENTO, a municipal corporation (“City”) and RB California Land Investments, LLC, a California limited liability company, (“RB California Land Investments”).

City and RB California Land Investments are parties to that certain Affordable Housing Agreement dated as of November 6, 2024, the terms and conditions of which are hereby incorporated by this reference as if set forth in full herein. The Affordable Housing Agreement controls the development and use of that certain real property, including improvements thereto, situated in the County of Yolo, State of California, and more particularly described in Attachment

1. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first above written.

CITY:

City of West Sacramento,
a California municipal corporation
BY: __________________________________
Aaron Laurel, City Manager
47 4883-9606-7562 v.2.doc
RB California Land Investments:

RB California Land Investments, LLC
a California limited liability company
By:_________________________________
Name:______________________________
Its:_________________________________
48 4883-9606-7562 v.2.doc
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGMENT
State of California }
County of }
On , ________ before me, , Notary
Public, personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.
[SEAL]

NOTARY PUBLIC
49 4883-9606-7562 v.2.doc
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGMENT
State of California }
County of }
On , ___________, before me, , Notary
Public, personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.
[SEAL]

NOTARY PUBLIC
50 4883-9606-7562 v.2.doc
ATTACHMENT 1 TO MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT

LEGAL DESCRIPTION
The land described herein is situated in the State of California, County of Yolo, City of West Sacramento,
described as follows:

Parcel one:

Lot 14 of midland subdivision, according to the official plat thereof, filed in the office of the recorder of Yolo County, California, on April 8, 1913, in book 2 of maps, at page 75.

The dimensions of said lots are commuted to the center of Marshall Avenue on the north and to the center of Armfield Avenue on the east.

Excepting therefrom all that portion described in deed dated April 8, 1915, recorded July 17, 1915, in book 89 of deeds, at page 11, as conveyed by lizzie h. Glide to reclamation district 900.

Also excepting therefrom all that portion described in deed dated September 9, 1958, recorded October 2, 1958, in book 552 of official records, at page 369, described as follows:

Beginning at a point in the northerly boundary line of lot 14, as said lot 14 is shown upon the map of midland subdivision filed for record in the office of the county recorder of said county of yolo in book 2 of maps, at page 75, said northerly boundary line being the center line of Marshall Road, as said Marshall Road is shown upon said map, from which the 2 inch iron pipe marking the intersection of the center line of Morton Road with the center line of Armfield Avenue, as said Morton Road and Armfield Avenue are shown upon said map, bears north 16° 10 1/2’ east 2198.1 feet distant and running thence south 89° 50 1/2’ west, along the northerly boundary line of said lot 14, a distance of 177.3 feet to a point in the easterly boundary line of the 30 foot strip of land conveyed by lizzie h. Glide to reclamation district number nine hundred by deed dated April 8, 1915, and recorded in the office of said county recorder in book 89 of deeds, at page 11; thence south 0° 09 1/2' east, along the last mentioned boundary line 125.0 feet; thence north 89° 56 1/2’ east, parallel with the northerly boundary line of said lot 14, a distance of 177.1 feet, thence north 0°03 1/2’ west at a right angle to the northerly boundary line of said lot 14, a distance of 125.0 feet, more or less, to the point of beginning; containing a net acreage of 0.41 acre exclusive of that portion thereof lying within the boundary lines of said Marshall Road and being a portion of said lot 14.

Parcel two:

Beginning at a point in the northerly boundary line of lot 14, as said lot 14, is shown upon the map of midland subdivision filed for record in the office of the county recorder of said county of 51 4883-9606-7562 v.2.doc
yolo in book 2 of maps at page 75, said northerly boundary line being the center line of Marshall Road, as said Marshall Road is shown upon said map, from which the 2 inch iron pipe marking the intersection of the center line of Morton Road with center line of Armfield Avenue, as said Morton Road and Armfield Avenue are shown upon said map, bears north 16° 10-1/2’ east 2198.1 feet distant and running thence south 89° 56-1/2’ west, along the northerly boundary line of said lot 14, a distance of 177.3 feet to a point in the easterly boundary line of the 30 foot strip of land conveyed by lizzie h. Glide to reclamation district number nine hundred by deed dated April 8, 1985 and recorded in the office of said county recorder in book order number: 0192- 6775226 page number: 8 first American Title page 8 of 17 89 of deeds at page 11; thence south 0° 09-1/2’ east, along the last mentioned boundary line, 125.0 feet thence north 89° 56-1/2’ east, parallel with the northerly boundary line of said lot 14, a distance of 177.1 feet; thence north 0°03-1/2’ west; at a right angle to the northerly boundary line of said lot 14, a distance of 125.0 feet, more or less, to the point of beginning: containing, a net acreage of 0.41 acre exclusive of that portion thereof lying within the boundary lines of said Marshall Road and being a portion of said lot 14.

Except therefrom all oil, gas, other hydrocarbon substances, minerals, and naturally created hot water and steam on, in or underlying said real property together with the right to enter upon the surface of said real property for line purposes of exploring for, producing, extracting, taking, removing, and selling the same, for storing, utilizing, processing, converting, and otherwise treating such hot water and steam, and for constructing, reconstructing, maintaining, using, replacing, and removing such facilities, including roads, as grantor shall from time to time deem necessary in connection therewith; provided, however, that grantor in its rights hereby reserved shall not interfere with any structure then constructed on said real property; as reserving in deed recorded January 17, 1969 book 901 and page 105.

APN: 045-190-010-000 (affects portion of parcel one)
045-190-024-000 (affects portion of parcel one) and
045-190-018-000 (affects parcel two)
52 Attachment 2
Vicinity Map
53 Attachment 3
Yolo County Income Limits – 2024
Household Size 1 – Person 2 – Person 3 – Person 4 – Person Very Low
(50% AMI) $40,400 $46,150 $51,900 $57,650
Low
(60% AMI) $49,140 $56,160 $63,180 $70,200
Low
(80% AMI) $64,600 $73,800 $83,050 $92,250
Median
(100% AMI) $81,900 $93,600 $105,300 $117,000
54 Attachment 4

CALCULATION OF INCLUSIONARY HOUSING PAYMENT
Project Market Rate Units (MRU) 9
Housing Trust Fund Program (HTFP) Fee per MRU $7,699
HTFP Payment (9 x $7,699) $69,291
Urban Infill Area Incentive (if applicable) Not Applicable Total HTFP Payment $69,291
55 Attachment 5
Grand Gateway Master Plan Area
56 CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 6
SUBJECT:

CONSIDERATION OF RESOLUTION 24-106 AUTHORIZING APPLICATION FOR, AND

RECEIPT OF, PROHOUSING INCENTIVE PROGRAM FUNDS
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [ X ] Staff
[ ] Other
Tanya Flores, Assistant Community Investment Planner
Economic Development and Housing
ATTACHMENT [ X ] Yes [ ] No [ ] Information [ ] Direction [ X ] Action

OBJECTIVE
The objective of this report is to provide the Council with information needed to consider adoption of Resolution 24-106 (Attachment 1) approving an application to the State Department of Housing and Community Development for the Prohousing Incentive Program and other related actions.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:

1. Adopt Resolution 24-106 approving the submittal of an application for the Prohousing Incentive Program; and

2. Authorize the City Manager, or his designee, to execute and deliver the application and related documents and, if funded, execute a Standard Agreement, all amendments thereto, and any other related documents.

BACKGROUND
In December 2022, the City of West Sacramento (City) received a Prohousing Designation from the State Department of Housing and Community Development (HCD). The Prohousing Designation was established to provide incentives for jurisdictions that are compliant with existing state housing laws, housing element requirements, and have enacted local prohousing policies that go beyond existing statutory requirements. The Prohousing Designation allows the City to receive incentives in the form of additional points and/or other preference in the scoring of competitive housing, community development, and infrastructure funding programs administered by HCD. In addition, the City is eligible to apply for community development funding through the new Prohousing Incentive Program (PIP).

In March 2023, the City submitted an application to the new PIP Program to support operations of the City’s Homekey Program at 817 West Capitol Avenue. The Homekey Program provides homeless emergency housing to approximately 60 individuals at any given time. Program participants receive case management support in addition to limited laundry and food services with the ultimate goal of preparing them for a permanent housing alternative.

The City’s PIP Program application was successful, and the City was awarded $970,000, the maximum grant amount for cities of similar population. The PIP Standard Agreement was executed in September 2023, and staff has been using funds for operational expenses including utilities, security, maintenance and case management, among other expenses. The PIP funds have been leveraged with other funding sources such as Homeless Housing Assistance Program (HHAP), Emergency Solutions Grant (ESG), Community Development Block Grant (CDBG) and local Measure E funds. The City has a commitment to HCD to continue operations of the Homekey Program through December 2025.

In March 2024, the City submitted an application for Round 2 of the PIP, seeking a base amount of $500,000 plus an additional $500,000 bonus award. However, on July 8, 2024, the City received a notification letter stating that, due to limited funds, the City was not awarded a grant. It should be noted that Round 2 of the PIP gave priority to jurisdictions who had not been previously funded by the PIP.

ANALYSIS
On August 15, 2024, HCD released a Notice of Funding Availability for Round 3 of the PIP. Applications are due December 31, 2024, and the City is eligible to apply for a base amount of $500,00 plus an additional $500,000 bonus award as determined by HCD based on the City’s prohousing policies. Applicants who did not receive a 57 Prohousing Incentive Program Resolution 24-106
November 6, 2024

PIP award in Round 1 and Round 2 will have priority for Round 3 funding. Eligible uses of funds include, but are not limited to:
 Predevelopment, development, acquisition, rehabilitation and preservation of multifamily rental housing that is affordable to extremely low-, very low-, and moderate-income households, including operating subsidies.  Affordable rental and ownership housing that meets the needs of a growing workforce earning up to 120% of area median income.
 Assisting persons who are experiencing or at risk of homelessness, including providing rapid rehousing, rental assistance, navigation centers, emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing.
 Homeownership opportunities, including but not limited to, down payment assistance.

The City currently operates two homeless emergency housing programs located at 817 West Capitol Avenue (Homekey Program) and 920 West Capitol Avenue. It is anticipated that operations at both sites will conclude by the end of 2025 or early 2026, at which point preparations for redevelopment will begin. To facilitate a smooth transition for program participants, the City has acquired two additional motel properties: the Pick Wick Motel at 1809 West Capitol Avenue and the El Tejon Motel at 1812 Merkley Avenue.

In May 2024, the City received $2.69 million from the Behavioral Health Bridge Housing (BHBH) program through Yolo County and Human Services. This funding will support the acquisition, rehabilitation, and operation of the new sites. The acquisition of these additional properties will allow the City to expand its homeless emergency housing options in the short term and eventually transition participants from the existing programs to the new locations. Both sites will provide non-congregate interim housing with the primary objective of moving participants into permanent housing solutions.

To support ongoing operations of the City’s homeless emergency housing programs, staff recommends submitting a PIP application under the “assisting persons who are experiencing or at risk of homelessness” category. If the application is successful, the PIP award would provide operational support for the City’s homeless emergency housing sites. Staff remains committed to exploring additional funding sources to ensure the continued operation of the homeless emergency housing programs.

Environmental Considerations
This action is not a project subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
No commission recommendation was solicited due to application deadlines.

Strategic Plan Integration
The application aligns with the Council’s Strategic Plan Goals of facilitating housing production and housing options for everyone including the most vulnerable members of society.

Alternatives
The following alternatives to the recommended action are submitted for the Council’s consideration:

1. Elect to not adopt Resolution 24-106 authorizing submittal of the PIP Program application; and/or

2. Modify the proposed scope of the PIP Program application.

Alternatives 1 and 2 are not recommended as they would eliminate potential funding to support ongoing and existing and expanded emergency housing facilities and operations.

Coordination and Review
This report was coordinated with the City Manager’s Office and the Police Department’s Community Outreach and Support Division staff.

Budget/Cost Impact
If funded, the PIP Program application will generate up to $1 million to support the homeless emergency housing programs. The PIP Program funds do not require any local funds match.

ATTACHMENT

1. Resolution 24-106
58 Attachment 1
RESOLUTION 24-106

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

AUTHORIZING APPLICATION FOR, AND RECEIPT OF, PROHOUSING INCENTIVE

PROGRAM FUNDS
WHEREAS, pursuant to Health and Safety Code 50470 et. Seq, the California Department of Housing and Community Development (Department) is authorized to issue Guidelines as part of an incentive program (hereinafter referred to by the Department as the Prohousing Incentive Program or “PIP”); and
WHEREAS, the City Council of the City of West Sacramento desires to submit a PIP grant application package (“Application”), on the forms provided by the Department, for approval of grant funding for eligible activities toward planning and implementation activities related to housing and community development as a result of meeting eligibility criteria including but not limited to Prohousing Designation; and
WHEREAS, the Department has issued Guidelines and Application on August 15, 2024, in the amount of $8,000,000 for PIP (the “NOFA”).

NOW, THEREFORE, BE IT RESOLVED:

1. The City Manager, or his designee, is hereby authorized and directed to submit an Application to the Department in response to the NOFA, and to apply for the PIP grant funds in a total amount not to exceed $1,000,000;

2. In connection with the PIP grant, if the Application is approved by the Department, the City Manager, or his designee, of the City of West Sacramento is authorized and directed to enter into, execute, and deliver on behalf of the City, a State of California Agreement (Standard Agreement) for the amount not to exceed $1,000,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PIP grant, the City’s obligations related thereto, and all amendments thereto; and

3. The City shall be subject to the terms and conditions as specified in the Guidelines, and the Standard Agreement provided by the Department after approval. The Application and any and all accompanying documents are incorporated in full as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the Application will be enforceable through the fully executed Standard Agreement. Pursuant to the Guidelines and in conjunction with the terms of the Standard Agreement, the City hereby agrees to use the funds for eligible uses and allowable expenditures in the manner presented and specifically identified in the approved Application.

PASSED AND ADOPTED this 6th day of November, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
59 Attachment 1
Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
60 CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 7
SUBJECT:

CONSIDERATION AND ADOPTION OF RESOLUTION 24-107 APPROVING THE FINANCING OF CERTAIN FIRE APPARATUS AND DECLARING THE CITY’S INTENT TO

REIMBURSE ITSELF FROM THE PROCEEDS OF DEBT FOR CERTAIN EXPENDITURES INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Rebecca Robertson, Finance Manager
Finance Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
This report requests approval of a contract with Golden State Fire Apparatus, Inc., to acquire one Type 1 Fire Pumper and approval of City Council Resolution 24-107, which authorizes the lease-purchase financing through a loan from JP Morgan Chase Bank and declares the City’s intent to reimburse itself for certain expenditures made or to be made prior to issuance of the debt in compliance with Internal Revenue Service guidelines for taxexempt debt.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:

1. Authorize the Finance Director or designee to accept a proposed equipment lease, and to enter into a leasepurchase agreement with JP Morgan Chase Bank to finance the purchase of the fire apparatus and equipment in the amount of $1,168,816.14; and

2. Adopt Resolution 24-107 approving the financing of the Type 1 Fire Pumper and declaring the City’s intent to reimburse itself from the proceeds of debt for certain expenditures.

BACKGROUND
On September 23, 2024, the City of West Sacramento Fire Department was awarded the Fiscal Year 2023 Staffing for Adequate Fire and Emergency Response (SAFER) Grant from the Department of Homeland Security. Through the SAFER grant, the Fire Department was awarded funding for nine (9) new Firefighters for three (3) years. With the receipt of the SAFER grant funding the additional staffing, the Fire Department is able to restore Engine 45 to service by utilizing lease financing funded in twelve annual payments from the General Fund. With the restoration of Engine 45, the purchase of a Pierce Type 1 Fire Engine is necessary.

Procurement of Fire Apparatus
The City’s administrative policy for the procurement of City vehicles encourages the use of “cooperative purchasing agents” rather than use of a Request for Proposals process to acquire vehicles. Cooperative arrangements can significantly expedite the procurement by utilizing another governmental entity’s competitive solicitation process. The procurement would be through HGACBuy, a large cooperative purchasing agent serving numerous cities in California as well as throughout the nation.

Financing for Fire Apparatus
Approval of the lease-purchase financing is conditioned upon the Council’s approval of the terms that are attached to this report. Staff has obtained a letter of intent from JP Morgan Chase Bank to finance the purchase in the amount of $1,168,816.14 over a 12-year period at an estimated interest rate of 3.8780%. This financing will spread the costs of the apparatus and equipment purchase over several years and minimize the budget impact in the current fiscal year. Lease payments will be approximately $122,741 annually. The term of the loan will more closely align with the expected life cycle of the vehicles and equipment.

Resolution 24-107 is necessary to allow reimbursements of City costs prior to the execution of lease purchase documents with JP Morgan Chase Bank. To finance that payment (and any other expenditures made before the financing agreement is executed) on a tax-exempt basis, federal income tax regulations require that the City declare its official intent to reimburse those expenditures from the proceeds of the debt. The City may only reimburse expenditures made not more than 60 days prior to the declaration of intent made in Resolution 24- 107.
61 Golden State Fire Pumper Financing
November 6, 2024

ANALYSIS
The City has procured its Pierce vehicles to serve as fire apparatus since 1999. It should be noted that maintenance of the Fire Department vehicles is currently contracted through West Sacramento-based firms who maintain the department’s existing Pierce vehicles, and maintenance of the new vehicles would also be with West Sacramento-based vendors. The manufacturing and delivery of the vehicles is estimated to take approximately 49.5 months.

The City has an existing banking relationship with JP Morgan Chase Bank and this will be the second leasepurchase financing the City has entered into with them. The business terms provided by JP Morgan Chase Bank include a 3.87800% interest rate and a 12-year term. Payments will be made semi-annually. At the end of the lease term the City will take ownership of the financed equipment.

Resolution 24-107 is required to meet Internal Revenue Service requirements for tax-exempt financings. For example, this “Intent to Reimburse” resolution would allow staff to pay invoices prior to the lease financing becoming available. The City Council has approved similar resolutions with the three previous equipment leases with U.S. Bank.

Environmental Considerations
Not applicable
Commission Recommendation
Not applicable
Strategic Plan Integration
The City has a Strategic Plan goal to achieve a Financially Sound City Government. Managing existing debt to achieve savings is a critical tool available to the Finance Department to achieve that goal. Financing the fire apparatus over multiple years will allow flexibility in budgeting rather than incurring the capital costs in one fiscal year.

Alternatives
As an alternative to the recommended action, the Council could: 1) reject the award of contract under purchasing alliances with other governmental jurisdictions under the City’s adopted Administrative Policy and instead recommend that staff issue its own Request for Proposals obtain multiple quotes from various lenders and return for approval of financing once competitive bids have been received; or 2) not approve staff’s recommendation to lease-finance the purchase of the vehicle, though this authorization was provided by Council with adoption of the budget, so neither of the alternatives are recommended.

Coordination and Review
This staff report was coordinated with the City’s Fire Department and the City Attorney.

Budget/Cost Impact
The total cost for the type 1 pumper and associated equipment is $1,168,816.14. Financing the capital investment is proposed to be funded through a lease-purchase agreement with JP Morgan Chase Bank over a 12-year period and will involve debt service payments of approximately $122,741 annually. The agenda item for “Consideration of updates to the publicly available pay schedule, approval of job description and authorized position list for fiscal year 2024/25 and related budget adjustments” includes Resolution 24-113, which requests appropriation of General Fund as the source of funds for the debt service payments. The JP Morgan Chase Bank loan will be secured at the current day’s favorable rates for municipal debt at an approximate interest rate of

3.8780%. The interest rate will be locked at the then-current rate once the attached resolution is approved

ATTACHMENTS

1. JP Morgan Chase Bank Lease-Purchase Agreement and Financing Proposal

2. Type 1 Fire Pumper Bid Proposal

3. Resolution 24-107
62 ATTACHMENT 1
63 We would like to thank you for choosing JPMorgan Chase Bank, N.A.to assist with your equipment financing. We appreciate your business and welcome the opportunity to work with you.

If you have any questions, concerns, or if I can be of assistance, please call me. I can be reached at 312- 385-7005 from 7:30 a.m. through 4:00 p.m. ET Monday through Friday.

Sincerely,
Documentation Specialist
ATTACHMENT 1
64 151211-V1

LEASE SCHEDULE
Dated as of: November 15, 2024
Lease No.: 1000150975
This Lease Schedule, together with its Payment Schedule, is attached and made a part of the Master Lease-Purchase Agreement described below ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same meaning when used herein.

Master Lease-Purchase Agreement dated September 25, 2024.

A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and made a part hereof.

B. EQUIPMENT LOCATION: See Attached Schedule A-1
C. RESERVED.

D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease; and to make Rental Payments if funds are appropriated in each fiscal year by its governing body.

E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the interest rate at which the interest portion of the Rental Payments is calculated, the Taxable Rate, the commencement date and the Lease Term of this Lease Schedule are each set forth on the Payment Schedule attached to this Lease Schedule.

F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affirms all of its representations, warranties and obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Sections 6.1 and 16 thereof).

G. GOVERNMENT REGULATION. ANTI-CORRUPTION.
(a) Representations and Warranties Regarding Anti-Corruption Laws and Sanctions. Lessee has implemented and maintains in effect policies and procedures designed to ensure compliance by Lessee and its officers, employees and agents with AntiCorruption Laws and applicable Sanctions, and Lessee and its officers and employees and to the knowledge of Lessee its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Lessee or to the knowledge of Lessee any of its respective officers or employees, or (b) to the knowledge of Lessee, any agent of Lessee that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No advance, letter of credit, use of proceeds or other transaction contemplated by this Lease will violate Anti-Corruption Laws or applicable Sanctions.
(b) Compliance with Anti-Corruption Laws and Sanctions. Lessee shall maintain in effect and enforce policies and procedures designed to ensure compliance by Lessee and its officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
(c) Use of Proceeds. Lessee shall not use, or permit any proceeds of the Lease to be used, directly or indirectly, by Lessee or its officers, employees and agents: (1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (2) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or (3) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (d) Definitions. For the purposes of this Section G, the following terms shall have the following meanings:
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Lessee or its subsidiaries from time to time concerning or relating to bribery or corruption. "Person" means any individual, corporation, partnership, limited liability company, joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization, any foreign ATTACHMENT 1
65 151211-V1

governmental authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing or any other form of entity. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country" means, at any time, a country, region or territory which is the subject or target of any Sanctions (as at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

H. BANK QUALIFIED: LESSEE CERTIFIES (a) THAT IT HAS DESIGNATED THIS LEASE AS A "QUALIFIED TAX-EXEMPT OBLIGATION" FOR THE PURPOSES OF AND WITHIN THE MEANING OF SECTION 265(b)(3) OF THE CODE, (b) THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE FOR THE CURRENT CALENDAR YEAR AND (c) THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF SECTION 265 TAX-EXEMPT

OBLIGATIONS TO BE ISSUED DURING THE CURRENT CALENDAR YEAR BY LESSEE, OR BY AN ENTITY

CONTROLLED BY LESSEE OR BY ANOTHER ENTITY THE PROCEEDS OF WHICH ARE LOANED TO OR ALLOCATED TO LESSEE FOR PURPOSES OF SECTION 265(b) OF THE CODE WILL NOT EXCEED $10,000,000. "Section 265 TaxExempt Obligations" are obligations the interest on which is excludable from gross income of the owners thereof under Section 103 of the Code, except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in Section 141 of the Code. (The next page is the signature page)
ATTACHMENT 1
66 151211-V1

LEASE SCHEDULE

SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Lease Schedule as of the date first referenced above.

JPMORGAN CHASE BANK, N.A.
(Lessor)
By:

CITY OF WEST SACRAMENTO
(Lessee)
By:

Title: Title:Authorized Officer
ATTACHMENT 1
67 151211-V1
SCHEDULE A-1
(Equipment List)
1 of 2
Expected Equipment Purchase Price $1,168,816.14
Net Amount Financed $1,168,816.14
Equipment Location: City of West Sacramento
Fire Station #45
2040 Lake Washington Blvd.

West Sacramento, CA 95691
Equipment Description: One (1) Pierce Manufacturing, Inc. Enforcer 1500 GPM Type 1 Fire Engine

TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.
(The next page is the signature page)
ATTACHMENT 1
68 151211-V1
SCHEDULE A-1
(Equipment List)
2 of 2
This Schedule A-1 is attached to the Lease Schedule 1000150 or a Receipt Certificate/Payment Request relating to the Lease Schedule.

JPMORGAN CHASE BANK, N.A
(Lessor)
By:

CITY OF WEST SACRAMENTO
(Lessee)
By:

Title: Title:Authorized Officer
ATTACHMENT 1
69 ATTACHMENT 1
70 151211-V1

Payment Schedule
Signature Page
IN WITNESS WHEREOF, the parties hereto have executed this Payment Schedule as of the date first referenced above.

JPMORGAN CHASE BANK, N.A.
(Lessor)
By:

CITY OF WEST SACRAMENTO
(Lessee)
By:

Title: Title:Authorized Officer
ATTACHMENT 1
71 160304-V2

PREPAYMENT SCHEDULE ADDENDUM
(Break Funding Premium/Lockout)
Dated as of: November 15, 2024
Lease Schedule No.: 1000150975
Lessee: CITY OF WEST SACRAMENTO
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease") identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows:

1. Notwithstanding anything to the contrary herein or the Lease, Lessee and Lessor agree that Lessee shall not exercise its prepayment or early purchase rights under the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule) or this Addendum prior to the end of the Lock-Out Period specified below.

Lock-Out Period: the first 12 months of the Lease Term of the Schedule

2. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so long as Lessee gives Lessor at least 30 days prior written notice (the "Notice Period"), Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date") following the Notice Period the total of the following (the "Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date.

3. In addition to the prepayment amounts required by paragraph 1 above, a Breakfunding Charge shall be due and payable if (i) exceeds (ii) where (i) equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap including any forward rate swap, if any, which Lessor shall be deemed to have entered into on the earlier of (a) the date the Lease was originally funded or (b) the date a rate lock letter was signed, if any, and (ii) equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap which Lessor shall be deemed to have entered into on the date of prepayment (the "Replacement Swap").

4. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. (The next page is the signature page)
ATTACHMENT 1
72 160304-V2

PREPAYMENT SCHEDULE ADDENDUM

SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above.

JPMORGAN CHASE BANK, N.A.
(Lessor)
By:

CITY OF WEST SACRAMENTO
(Lessee)
By:

Title: Title:Authorized Officer
ATTACHMENT 1
73 151211-V1

VEHICLE SCHEDULE ADDENDUM
Dated As of: November 15, 2024
Lease Schedule No:

Lessee: CITY OF WEST SACRAMENTO
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the Schedule ("Master Lease") by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein.

NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:

1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following provisions shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment;
(b) the public liability insurance required by the terms of clauses (b) of Section 14.1 of the Master Lease shall be in an amount not less than $1,000,000.00 combined single limit per unit per occurrence. Physical damage should not be less than the replacement cost coverage for the equipment identified on the Schedule A-1; (c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and (d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with Lessor noted as lienholder, listed at address below and Lessee as owner.

JPMORGAN CHASE BANK, N.A.

PO Box 6026
Chicago, IL 60680
(e) If a performance bond is being provided by Lessee, to support the advance payment made to the vendor, the performance bond shall remain in place until the vehicles are delivered and Lessee has provided evidence that Lessor has been added as lienholder, as specified above in section (d). In the event vehicles are not delivered and the performance bond is called upon, Lessor shall be made whole for its advance payment to the vendor. Any potential shortfall in the difference between the advance vendor payment made by Lessor and the proceeds of the performance bond shall be the obligation of Lessee.

2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.

ATTACHMENT 1
74 151211-V1

VEHICLE SCHEDULE ADDENDUM

SIGNATURE PAGE
CITY OF WEST SACRAMENTO JPMORGAN CHASE BANK, N.A.
(Lessee) (Lessor)
By: By:

Title: Finance Director Title:Authorized Officer
ATTACHMENT 1
75 ATTACHMENT 1
76 ATTACHMENT 1
77 ATTACHMENT 1
78 ATTACHMENT 1
79 ATTACHMENT 1
80 ATTACHMENT 1
81 151211-V1

PROCEEDS DISBURSEMENT AUTHORIZATION
JPMORGAN CHASE BANK, N.A.
1111 Polaris Parkway, Suite 1A (OH1-1085)
Columbus, Ohio 43240
Date: November 15, 2024
Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below Reference is made to that certain Master Lease Purchase Agreement dated September 25, 2024 between CITY OF WEST SACRAMENTO, ("Lessee") and JPMORGAN CHASE BANK, N.A. (the "Lessor") I hereby instruct you and authorize you to disburse $1,168,816.14 to the account number(s) as specified below:

Payee #1
Wire:

Name of Bank: BAC COMMUNITY BANK
ABA No.: 121125660
Account Number: 11059724
Account Name: GOLDEN STATE FIRE APPARATUS, INC.

Amount: $ 1,168,816.14
Re: INV #
By signing below, Lessee authorizes Lessor to issue checks or direct fund transfers to the payees, in the amounts, and per the instructions (if applicable) set forth above. Lessee also acknowledges that it may be responsible for paying other fees directly to third parties, such as Lessor's counsel, and making other disbursements in connection with the lease transaction per the terms of the lease documents.

Lessor may rely and act on the instructions set forth herein and shall not be responsible for the use or application of the funds, and Lessee shall indemnify, defend and hold harmless Lessor from and against any and all losses, costs, expenses, fees, claims, damages, liabilities, and causes of action in any way relating to or arising from acting in accordance therewith. In the event of any conflict with any other instruction set forth herein, the ABA # and Account # shall control. (The next page is the signature page)
ATTACHMENT 1
82 151211-V1

PROCEEDS DISBURSEMENT AUTHORIZATION
IN WITNESS WHEREOF, the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year first above written.

CITY OF WEST SACRAMENTO
(Lessee)
By:

Title:

ATTACHMENT 1
83 ATTACHMENT 1
84 ATTACHMENT 1
85 ATTACHMENT 1
86 ATTACHMENT 1
87 ATTACHMENT 1
88 ATTACHMENT 1
89 170113-V2

SIGN UP . . . . FOR AUTOMATED BILL PAYMENT
Please complete ALL Sections and return this form:

I authorize JPMORGAN CHASE BANK, N.A. to make withdrawals from the account listed below. I understand that I control my withdrawals for payments on leases and loans. If at any time I decide to discontinue this payment service, I will notify the biller. I also understand that any future leases and loans will automatically be set up with auto debit withdrawals unless JPMorgan Chase Bank, N.A. elects to the contrary. All assessments and other fees payable under the leases and loans will be withdrawn with rental/installment payments unless otherwise instructed. (PLEASE PRINT)
Customer Information: Financial Institution:

Name: CITY OF WEST SACRAMENTO Name:

Address: 1110 W CAPITOL AVE Address:

City: WEST SACRAMENTO City:

State: CA Zip: 95691 State: Zip:

Account Type (check one) Checking Savings
Routing /ABA Number __________________________ Account Number __________________________ (Please enclose a voided check)
Biller Information:

Your JPMorgan Chase Bank, N.A. Account Number(s) as Shown on Agreement or Invoice. (A sign up form is required for each unique financial institution account and routing/ABA number.) 1000150975
Notice to Customer - This agreement authorizes the periodic transfer of funds from your account at the financial institution listed on this sign up form by electronic means. Your rights and liabilities under this agreement are governed in part by federal laws and regulations dealing with electronic fund transfers. You should consult your agreement with the financial institution, which holds your account for a more complete disclosure of your legal rights. Withdrawal amount may change to reflect the payment schedule defined in the agreement. This authorization and change of payment method will not modify or amend the agreement, including any rights or remedies of JPMorgan Chase Bank, N.A.
notice to the customer.

Authorized Signature Date Telephone No.

Do Not Enclose Payment!
Mail to: JPMorgan Chase Bank, N.A.
1111 Polaris Parkway, Suite N4 (OH1-1085)
Columbus, Ohio 43240
Phone: 1-800-678-2601 Option #2
Or
Email: [email protected]
ATTACHMENT 1
90 170113-V2

THINGS YOU NEED TO KNOW ABOUT AUTOMATED BILL PAYMENT
Q. How do I sign up?
A. Complete all sections of this form, sign, enclose a voided check and mail or email to [email protected].

Q. Once I have enrolled in the automated bill payment will JPMorgan Chase Bank, N.A. give me notice of when my automated bill payment will begin?
A. Yes. You will be notified by mail in advance of your actual start date. Typically, it will take 4 to 6 weeks before you will begin.

Please continue to pay until notification is received.

Q. When will the payment amounts be taken out of my checking or savings account? A. The periodic payment will be deducted from your checking or savings account automatically by JPMorgan Chase Bank, N.A. on the payment due date. If the payment due date falls on a weekend or holiday the payment will be deducted on the next business day.

Q. What if I have a question about my bill payment or want to stop the automated payment plan? A. Simply call us at 1-800-678-2601 Option #2.

Q. How can I be sure my bill has been paid?
A. Your payment will be clearly itemized on your bank's monthly account statement.

Q. Is there a charge for this service?
A. No. You are a valued customer and we offer this service free of charge.

Q. If I've already signed up, must I complete the form again? A. Only if you are adding or changing the financial institution account and/or routing/ABA numbers.

Q. How will I be billed for assessments?
A. Assessments such as personal property tax and fees will be deducted with your rental payment unless otherwise instructed by you in writing.

ATTACHMENT 1
91 goldenstatefire.com
7400 Reese Road, Sacramento, CA 95828 | 916.330.1638
PRODUCT PROPOSAL FOR:

City of West Sacramento
2040 Lake Washington Blvd.

West Sacramento, CA 95691
Sales Consultant
Mike Martinez
[email protected]
Mobile: (916) 704-7755
Golden State Fire Apparatus, Inc. (“GSFA”) is pleased to provide this proposal for the fire apparatus(es) and equipment identified below (the "Product”) to CITY OF WEST SACRAMENTO (“Customer”) for consideration. This proposal (this “Product Proposal”) includes the following exhibits attached hereto: the Standard Terms and Conditions attached as Exhibit A (the “Terms and Conditions”); the Product Specifications attached as Exhibit B (the “Specifications”); the Product Warranties attached as Exhibit C; and the Dealer Supplied Products and/or Services attached as Exhibit D (the “Dealer Supplied Products/Services List”) (all of the foregoing, collectively, the “Agreement”). Through its signature below or other Acceptance (as defined on page 2), Customer acknowledges having received and read, and agrees to be bound by, the Agreement. The Agreement shall be effective as of the latest date appearing in the signature blocks below (the “Executed Date”).

PAYMENT TERMS – Customer shall pay the total purchase price set forth directly above (the “Grand Total Purchase Price”) to GSFA within thirty (30) calendar days of the Executed Date. If payment of the Grand Total Purchase Price is late, a late fee as specified in section 6 of the Terms and Conditions may be applied, and the Prepayment Discount may be adjusted, and the Grand Total Purchase Price increased in accordance with section 2.c of the Terms and Conditions. Customer shall pay any balance due as a result of Change Orders as described in the Terms and Conditions.

MANUFACTURER – Customer acknowledges that GSFA is not an agent of the Product manufacturer identified above (“Manufacturer”) and is not capable of binding Manufacturer. Within five (5) business days of the Executed Date, GSFA shall submit an order form to the Manufacturer for the SUBMITTED DATE EXPIRATION DATE GSFA PROPOSAL # MANUFACTURER BID # MANUFACTURER CONSORTIUM 09/13/2024 10/31/2024 at 4:00
PM PST 20913-24A 938 Pierce Manufacturing Inc.

HGAC contract FS12-
23, Model 23P-105

ITEM PRODUCT DESCRIPTION UNIT PRICE
A One (1) Pierce Manufacturing, Inc. Enforcer 1500 GPM Type 1 Fire Engine 1,126,477.75 B Fire Fighting Equipment 150,000.00
C Fire Fighting Equipment Mounting Fund 25,000.00
D Electronic Equipment Mounting Fund 2,500.00
E Discount for HGAC contract FS12-23, Model 23P-105 (53,641.80) F Discount for 100% Payment at Time of Order (the “Prepayment Discount”) (165,773.93) G Discount for Add-On order (7,500.00)
H SUBTOTAL 1,077,062.02
I 8.25% State Sales Tax 88,857.62
J California Tire Fee 10.50
K 100% Payment and Performance Bond 2,886.00
L GRAND TOTAL PURCHASE PRICE 1,168,816.14
ATTACHMENT 2
92 goldenstatefire.com
7400 Reese Road, Sacramento, CA 95828 | 916.330.1638
Product. GSFA’s further performance under the Agreement is contingent upon Manufacturer’s acceptance of such order form at the price and on the terms GSFA believed to be available when submitting this Product Proposal to Customer. If Manufacturer rejects such order as submitted or fails to respond to GSFA within a reasonable amount of time, GSFA shall notify Customer in writing, and unless GSFA and Customer otherwise agree in writing, the Agreement shall then terminate and have no further force or effect.

PRODUCT COMPLETION – The Product shall be ready for final inspection by Customer at the manufacturing facility within approximately 46.5 to

49.5 MONTHS after the Executed Date. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions.

PREDELIVERY SERVICE – If applicable, after transportation from the manufacturing facility and prior to final delivery or pick up, the Product shall receive those additional Products and/or services identified on the Dealer Supplied Products/Services List. It is estimated that such a service will add approximately 0.5 to 1 MONTH(S) to the above Product completion estimate. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions.

PROPOSAL EXPIRATION – This Product Proposal supersedes any previous proposal(s) presented to Customer by GSFA and its employees and may be accepted by Customer on or before the Expiration Date identified above. Unless accepted by the Expiration Date, GSFA reserves the right to withdraw this Product Proposal or to alter its terms (including by providing updated Product pricing) prior to an order being accepted.

PURCHASE ORDER – Any PO shall be made out to: Golden State Fire Apparatus, Inc. – 7400 Reese Road – Sacramento, CA 95828.

ACCEPTANCE – ACCEPTANCE OF THIS PROPOSAL CREATES AN ENFORCEABLE BINDING AGREEMENT BETWEEN GSFA AND CUSTOMER. “ACCEPTANCE” MEANS THAT THE CUSTOMER DELIVERS TO GSFA: (A) A SIGNED COPY OF THIS PRODUCT PROPOSAL, OR (B) A SIGNED COPY OF A PURCHASE ORDER INCORPORATING THE AGREEMENT IN ITS ENTIRETY. ANY ADDITIONAL OR DIFFERENT TERMS, WHETHER CONTAINED IN CUSTOMER’S FORMS OR OTHERWISE PRESENTED BY CUSTOMER AT ANY TIME, ARE HEREBY REJECTED AND OF NO EFFECT UNLESS APPROVED IN WRITING SIGNED BY GSFA.

COUNTERPARTS - This Product Proposal may be executed in multiple counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument. A signed copy of this Product Proposal delivered by facsimile, email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Product Proposal. If this Product Proposal is returned to GSFA with the signature of Customer’s authorized representative but without an attestation or co-signers signature, then absent Customer’s written notice to the contrary, GSFA shall be entitled to rely on such single signature as sufficient evidence of the signatory’s authority to execute the Agreement and bind Customer thereby.

INTENDING TO CREATE A BINDING AGREEMENT, Customer and GSFA have each caused this Product Proposal dated 09/13/2024, GSFA Proposal Number 20913-24A to be executed by their duly authorized representatives effective as of the Executed Date.

ACCEPTED AND AGREED TO BY CUSTOMER ACCEPTED AND AGREED TO BY GSFA __________________________________________________ _________________________________________________ Signature of Authorized Customer Representative Signature of Authorized GSFA Representative

__________________________________________________ _________________________________________________ Print Name Print Name

__________________________________________________ _________________________________________________ Title Title

__________________________________________________ _________________________________________________ Date Date
ATTACHMENT 2
93 Attachment 3
RESOLUTION 24-107

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO APPROVING THE FINANCING OF CERTAIN TYPE 1 FIRE PUMPER
WHEREAS, the City Council adopted the mid-term Operations and Maintenance (O&M) budget for Fiscal Year 2024-25 on August 21, 2024 via Resolution 24-92; and WHEREAS, Resolution 24-113 includes an annual appropriation of $150,000 from the General Fund to cover annual debt payments related to the purchase of a Pierce Type 1 Pumper for the Fire Department; and
WHEREAS, the City anticipates that it will issue debt obligations in the form of a lease agreement, the payments under which would contain a separately stated interest component for the purpose of financing the Project costs on a long-term basis; and WHEREAS, the City’s obligations under the lease agreement will be considered debt for federal income tax purposes; and
WHEREAS, the maximum principal amount of such debt expected to be issued to finance the Project costs is $1,168,816.14; and
WHEREAS, the City expects to pay on and after the date hereof certain Project costs (“the Expenditures”); and
WHEREAS, in order to obtain favorable treatment of expenditures of proceeds of the debt obligations used to reimburse the Expenditures, Treasury Regulations section 1.150-2 requires the City to declare its official intent to reimburse the Expenditures with proceeds of debt.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Sacramento that:

1. Findings. The City Council hereby finds and determines that the foregoing recitals are true and correct.

2. Approval of Financing. The City Manager is authorized to execute a lease agreement with JP Morgan Chase Bank in the amount of $1,168,816.14 for a term not to exceed 12 years and an interest rate not to exceed 4.5%.

3. Official Intent. The City hereby states that it reasonably expects to reimburse the Expenditures with proceeds of debt to be incurred by the City. The foregoing statement is a declaration of official intent that is made under and only for the purpose of establishing compliance with the requirements of Treasury Regulations section 1.150-2. This resolution does not bind the City to make any expenditure of Project costs or to incur any debt for the Project.

4. Capital Expenditures. Each Expenditure will be: (a) of a type properly chargeable to capital account under general federal income tax principles (determined in each case as of the date of the Expenditure), and (b) complies with all applicable Treasury regulations.

5. Reimbursement Allocations. The City will make a reimbursement allocation, which is a written allocation by the City that evidences the City’s use of proceeds of debt to reimburse an Expenditure, no later than 18 months after the later of the date on which the Expenditure is paid or the Project is placed in service or abandoned, but in no event more than three years after the date on which the Expenditure is paid.

6. Effective Date. This resolution shall take effect immediately upon its passage. 94 Resolution 24-107

APPROVED, PASSED, AND ADOPTED this 6th day of November 2024, by the City Council of the City of West Sacramento by the following vote:

AYES:

NOES:

ABSENT:
___________________________________
Martha Guerrero, Mayor
ATTEST:
________________________________
Jennifer Cusmir, City Clerk
95 CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 8
SUBJECT:

CONSIDERATION OF RESOLUTION 24-108 APPROVING THE ESCHEATMENT AND

TRANSFER OF UNCLAIMED FUNDS IN ACCORDANCE WITH GOVERNMENT CODE SECTIONS 50050-50057
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Rebecca Robertson, Finance Manager
Finance Department
ATTACHMENT [X] Yes [ ] No [X] Information [ ] Direction [ ] Action

OBJECTIVE
The objective of this report is to provide the City Council with sufficient information to approve the escheatment and transfer of unclaimed funds in accordance with California Government Code Sections 50050-50057.

RECOMMENDED ACTION
Staff respectfully recommend that the City Council adopt Resolution 24-108 approving the escheatment and transfer of unclaimed funds in accordance with California Government Code Sections 50050-50057.

BACKGROUND
The City issues checks on a regular basis in payment of various obligations (payroll, vendor payments, deposit refunds, etc.). Checks are forwarded to the address provided to the City by the payee. Occasionally, checks remain uncashed for an extended period of time or are returned to the City as undeliverable as the address provided is not valid. Typically, a check becomes stale-dated (not honored by the bank) after a period of 180 days from the date of issue. If the payee is located, the original check can be voided and re-issued. In those instances where the City is unable to locate the payee, a process has been developed to provide one final opportunity for the payee (or legal representative) to come forward and claim the funds and to then transfer any remaining unclaimed funds to the City’s General Fund. This process is called “escheatment” - which is defined as the process of turning over unclaimed or abandoned property to a governmental authority.

California Government Code Sections 50050 through 50056 provide that funds that are not the property of a local agency that remain unclaimed in its treasury for a period of three years become the property of the local agency after notice is provided. The required notice is the publication one time per week for two successive weeks in a newspaper of general circulation. The notice must identify the payee and the amount of money being held, and state that the funds will become the property of the local agency on a designated date not less than 45 days, nor more than 60 days, after the first publication date. After the appropriate notice has been provided, any unclaimed funds become the property of the local agency and the legislative body may transfer the funds to the general fund. Funds under $15.00, or any amount if the depositor’s name is unknown, which remain unclaimed for one year may be transferred by the legislative body to the general fund without the necessity of public notification.

Staff developed an administrative policy addressing the issue of unclaimed monies consistent with the provisions of the California Government Code. In accordance with this policy, staff, on an annual basis, identifies any unclaimed funds which have remained unclaimed for the required three-year period, publishes the required public notice to provide an additional opportunity for the funds to be claimed, and then requests that the City Council authorize the transfer of any unclaimed funds to the City’s General Fund.

In addition, the State of California requires organizations to review their records annually to determine if they hold any funds, securities, or other properties that have been unclaimed for the required dormancy period. “Holders” include business associations, banking and financial organizations, life insurance corporations, and others holding property belonging to another person. The Unclaimed Property Law requires these holders to report such unclaimed property to the California State Controller’s Office (SCO). On an annual basis, the City reviews any unclaimed property escheated the State of California for the City of West Sacramento and submits claims for funds due to the City.

ANALYSIS
Adhering to the policy, the City Treasurer received a list from the Finance Department of unclaimed funds under $15.00 which have remained unclaimed for one year, and unclaimed funds greater than $15.00 which have 96 Unclaimed Funds Escheatment
November 6, 2024

remained unclaimed for over three years. The total of the unclaimed funds over $15.00 was $36,155.72 and under $15.00 was $121.60 prior to payee notification. In April, letters were sent to the latest known address on file notifying the payee of the outstanding funds and how to claim them as well as publishing the listing of outstanding checks on the City’s website. In addition, pursuant to Government code Section 50055, notices of unclaimed funds were published in the West Sacramento News Ledger on September 13, 2024 and September 20, 2024, including all unclaimed funds over three years old greater than or equal to $15.00. The cost of the notice was $2,530.00. The total unclaimed funds following payee notification and newspaper publication amount to $8,689.34. The City released funds on all verified claims which were filed timely. This revenue will offset the cost of the required notice publication.

Additionally, the City performed a review of all outstanding property and funds escheated to the State of California. Following that review, the City completed a claim for $18,289.58 for funds escheated to the State of California.

Environmental Considerations
Not applicable
Commission Recommendation
Not applicable
Strategic Plan Integration
Not applicable
Alternatives
The City Council may decide to:
1) Approve the Recommended Action; or
2) Reject the Recommended Action and direct staff to return with alternative recommendations.

Staff recommends Alternative 1 to remain in compliance with the publication time frame constraints.

Coordination and Review
Not applicable
Budget/Cost Impact
Authorization of Resolution 24-108 for the transfer of unclaimed funds to the General Fund will result in approximately $6,159.34 in additional revenue – the $8,689.34 in unclaimed funds reduced by the cost of the required notice publication of $2,530.00.

ATTACHMENTS

1. Resolution 24-108
a. Exhibit A: Unclaimed Funds Outstanding Checks Over $15.00 b. Exhibit B: Unclaimed Funds Outstanding Checks Under $15.00 97 Attachment 1
RESOLUTION 24-108

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

APPROVING THE ESCHEATMENT AND TRANSFER OF UNCLAIMED FUNDS IN ACCORDANCE WITH GOVERNMENT CODE SECTIONS 50050-50057
WHEREAS, the City of West Sacramento desires to escheat unclaimed funds which have remained unclaimed for three or more years to the City General Fund pursuant to California Government Code Section 50050 to 50056; and
WHEREAS, Section 50050 of the California Government Code allows for funds that are not the property of the City that remain unclaimed for three years to become the property of the City after notice if not claimed or if no verified complaint is filed and served; and WHEREAS, Section 50053 of the California Government Code states when unclaimed funds become the property of the City and are in a special fund, the City Council may transfer them by resolution, to the General Fund; and
WHEREAS, Section 50055 of the California Government Code allows any individual items of less than $15.00, or any amount if the depositor’s name is unknown, which remain unclaimed for one year to be transferred to the General Fund by the City Council without the necessity of public notification; and
WHEREAS, the unclaimed funds identified on Exhibit A (Outstanding Checks Over $15.00, in the total amount of $8,567.74) and Exhibit B (Outstanding Checks Under $15.00, in the total amount of $121.60), meet the criteria set forth in Government Code Sections 50053 and 50055, which may be authorized by the City Council to be transferred to the General Fund.

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

1. The City Council hereby authorizes the transfer of unclaimed funds in the amount of $8,689.34 to the General Fund of the City of West Sacramento in accordance with the provisions of Sections 50050-50056 of the California Government Code. Of the $8,689.34 transferred to the General Fund, $2,530.00 will be used to cover the cost of publications required by state law.

2. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED by the West Sacramento City Council this 6th day of November 2024, by the following vote:

AYES:

NOES:

ABSENT:

Martha Guerrero, Mayor
ATTEST:
_______________________________
Jennifer Cusmir, City Clerk
98 EXHIBIT A
Payee Name Check
Date
Check
Number
Check
Amount
Fund
SAMANTHA BARNES 01-09-2020 00288922 $ 16.18 501, 506, 511 PAUL THOMPSON 01-09-2020 00289050 $ 122.64 501, 506, 511 KARLA E HARLAN 02-11-2020 00289708 $ 500.00 803
ABIDE BUILDERS 02-25-2020 00289970 $ 1,700.00 506
NICHOLAS S LEWIS 03-03-2020 00290147 $ 253.00 101
ANDY DONALD 03-05-2020 00290217 $ 100.00 501, 506, 511
ILGIA 03-05-2020 00290233 $ 150.00 101
PEACEKEEPER PRODUCTS INT'L 03-05-2020 00290255 $ 180.00 101 ARCHIE WRIGHT ETAL 03-05-2020 00290285 $ 100.00 501, 506, 511 CALIFORNIA CENTRAL VALLEY 03-12-2020 00290378 $ 165.00 652 MELISSA ROMERO 04-15-2020 00290975 $ 198.33 501, 506, 511 MICHELLE GIBBONS 05-06-2020 00291214 $ 250.00 101
CHARMEE CASTRO 06-18-2020 00291894 $ 180.00 110
AMANDA NITA PADILLA 06-18-2020 00291946 $ 40.00 254
VIKTOR LEZHNENKO 07-02-2020 00292247 $ 2,750.00 803, 650 ABEDIN MAHAD 07-30-2020 00292711 $ 144.50 101
GOLD MOUNTAIN DISTRIBUTION 08-04-2020 00292794 $ 84.55 101 GEORGE BRUNELL 08-13-2020 00292969 $ 167.54 501, 506, 511 ROBERT A WELLMAN 09-04-2020 00293383 $ 32.00 101
ESTATE OF ROBERT YOUNG 11-03-2020 00294438 $ 110.19 506 JANA FILLMAN 11-19-2020 00294677 $ 100.00 501, 506, 511 QAISAR ABAD 12-10-2020 00295007 $ 223.19 501, 506, 511
PAVEL KARNAUKH 12-17-2020 00295185 $ 100.00 501, 506, 511 KIMBERLY PEDERSEN 12-23-2020 00295313 $ 260.70 501, 506, 511 ANYA CROSS 02-25-2021 00296218 $ 163.41 501, 506, 511
JC NELSON SUPPLY CO 04-08-2021 00296880 $ 115.42 101
CHARMEE CASTRO 05-27-2021 00297725 $ 160.00 110
WAZIR KHAN 05-27-2021 00297766 $ 68.87 501, 506, 511
TOMAS PEREZ 05-27-2021 00297789 $ 92.80 501, 506, 511
VITALIE CONDRIUC 06-17-2021 00298106 $ 39.42 501, 506
TOTAL $ 8,567.74
99 EXHIBIT B
Payee Name Check
Date
Check
Number
Check
Amount
Fund
GARCIA, BIANKA R 06-03-2016 00177908 $ 9.02 101
GARCIA, ANDREA M 12-15-2017 00181331 $ 4.96 101
USUFY, AHMAD S 12-15-2017 00181383 $ 4.96 101
WOODSON, ALEXIS Q 03-27-2018 00181399 $ 9.02 101
BRIGITTE GATEWOOD 03-18-2020 00290485 $ 8.00 101
PATRICK L YIMBO 04-01-2020 00290765 $ 13.00 101
GUILLERMO ZUNIGA 05-27-2021 00297831 $ 12.00 101
SACRAMENTO BEE 09-02-2021 00299419 $ 12.65 104
MICHAEL BROWN 09-30-2021 00299807 $ 13.22 501, 511
ALEXEI V VENIKOV 03-17-2022 00302575 $ 2.00 101
MITCHELL WILLIAMS 05-05-2022 00303417 $ 1.00 101
DANIELLE M ERIKSEN 05-12-2022 00303465 $ 13.00 101
MARIA TALAMANTES 06-15-2023 00310567 $ 5.00 101
VIVIANA PONCE 06-29-2023 00310825 $ 13.77 101
TOTAL $ 121.60
100

CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 9
SUBJECT:

CONSIDERATION OF APPROVAL OF LEASE AGREEMENT WITH JEFFERSON

VENTURES LLC FOR USE OF THE HERITAGE OAKS PARK PREMISES INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [ X ] Staff
[ ] Other
Kate Smith, Director Parks and Recreation
Parks and Recreation Department
ATTACHMENT [ X ] Yes [ ] No [ ] Information [ ] Direction [ X ] Action

OBJECTIVE
The objective of this report is to facilitate City Council consideration of a Lease Agreement with Jefferson Ventures LLC to operate a standalone café at the Heritage Oaks Park.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1) Find the approval of a lease agreement with Jefferson Ventures LLC to operate a standalone café at the Heritage Oaks Park is exempt from review under the California Environmental Quality Act (CEQA) pursuant to §15301 (Existing Facilities) of the CEQA Guidelines and find the exemption represents the independent judgment of the City; and
2) Approve and authorize the City Manager or his designee to execute the Lease Agreement with Jefferson Ventures LLC to operate a standalone café at the Heritage Oaks Park, in substantially the form attached to this report, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the City Attorney.

BACKGROUND
The Heritage Oaks Park site, spanning 9.1 acres at 1300 Lake Washington Boulevard, is part of the Newport Estates Unit 10 map, which was approved by the Council in July 2015. In 2018, the City entered into a concessionaire agreement with Kletterwald USA, LLC. Under this agreement, Kletterwald developed an 1,800- square-foot facility featuring a single-story building with approximately 85 square feet for a café counter/lobby/customer area and 275 square feet designated for storage and preparation. The facility also included two single-use restrooms and 1,100 square feet of outdoor patio space, collectively known as the "Premises." Kletterwald operated a café at the Premises and managed an elevated ropes and challenge course within the park until December 2023 when the concessionaire agreement was terminated.

In 2023, the City secured a $3,000,000 federal grant from the Land and Water Conservation Fund to develop the 9.1-acre park project at Heritage Oaks. The park, currently at 80% design, is being designed by Melton Design Group and will feature an all-wheel pump track, splash pad, outdoor amphitheater, play structure, pollinator garden, shaded picnic area, walking loops, multi-use green space, and a reflexology and labyrinth path. The design will honor the 400+ year-old grove of Heritage Oak trees, incorporating native and natural themes throughout. Construction is set to begin in 2025, with completion expected by 2026.

In April 2024, City staff issued a Request for Proposals to operate the Premises at Heritage Oaks Park. Four applications were received, and three businesses were interviewed before selecting Jefferson Ventures LLC as the lessee. Jefferson Ventures LLC was founded in 2023 by Kevin and Jennifer Ericson, lifelong residents of West Sacramento. Along with their partners, they became third-generation owners and operators of Whitey’s Jolly Kone, a fast-casual restaurant located at 1300 Jefferson Blvd. Whitey’s Jolly Kone has been a staple in the West Sacramento community for over 60 years. It was originally opened in 1963 by Kevin and Jennifer's grandfather, Emile Boisclair. In recognition of his leadership, service, and contributions to the community, Emile Boisclair has a park named in his honor—Emile Whitey Boisclair Park—located at 1728 Lake Washington Blvd., near Heritage Oaks Park.

ANALYSIS
Jefferson Ventures LLC was selected as the lessee based on the strength of their application, comprehensive business plan, innovative marketing strategy, and demonstrated ability to fund the necessary renovations for 101
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success at this location. Jefferson Ventures LLC has proposed opening a café named "Emile's," in honor of their grandfather and his contributions to the West Sacramento community. The café will be designed to complement the natural and native themes outlined in the Heritage Oaks Master Plan. Emile’s will operate seven days a week, offering hot breakfast and lunch items, sandwiches, coffee, espresso, and soft-serve ice cream. Jefferson Ventures will need a minimum of 90 days to complete Tenant Improvements on the Premises before opening Emile’s Café. The City has negotiated a lease agreement with Jefferson Ventures LLC, allowing Emile’s to operate rent-free for two years during construction. At the end of the two-year term, the City and Jefferson Ventures will negotiate the renewal of the lease agreement at fair market value, as defined in the Lease Agreement.

Environmental Considerations
Staff recommends the City Council find that the project is categorically exempt from the California Environmental Quality Act pursuant to the Section 15301 of the CEQA Guidelines. The Class one exemption for existing facilities consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. This lease agreement would allow for the operation of a café within an existing building. The Heritage Oak park improvements, including the existing concessionaire building were approved by the City Council on January 17, 2018.

Commission Recommendation
Staff have provided updates to the Parks, Recreation and Intergenerational Services Commission during the solicitation and negotiation process.

Strategic Plan Integration
The proposed Lease Agreement supports the City Council’s Strategic Goal of “Parks and Open Spaces:

Provide diverse outdoor options for recreation and communing with nature at any age” and “Local Economic Development: catalyze development in riverfront and downtown areas and attract and retain businesses to maintain strong and diverse local economy.”
Alternatives
The Council’s primary alternatives are summarized below:

1. Authorize the City Manager to execute the Lease Agreement with Jefferson Ventures LLC to operate the Premises at Heritage Oaks Park as a standalone café.

2. Do not authorize the City Manager to execute the Lease Agreement with Jefferson Ventures LLC.

3. Provide staff direction for an alternative use of the Premises.

Coordination and Review
This report was prepared in coordination with Economic Development and Housing, Community Development, and Finance departments, the City Manager’s Office, and the City Attorney.

Budget/Cost Impact
There are no immediate costs associated with this action. Jefferson Ventures LLC is responsible for funding any tenant improvements associated with the Premises. The Lease Agreement outlines a 2-year agreement for Emile’s to operate rent free as a café during construction. At the conclusion of the 2-year agreement the City and Jefferson Ventures will engage in negotiations to renew the Lease Agreement at a Fair Market Value, as defined in the Lease Agreement.

ATTACHMENT

1. Restaurant Lease
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1 RESTAURANT LEASE
This Restaurant Lease (“Lease”) is made and entered into as of __________________, 2024 (“Effective Date”), by and between City of West Sacramento, a municipal corporation (“Landlord”) and Jefferson Ventures LLC., a California limited liability company (“Tenant”).

RECITALS
A. Landlord is the owner of certain real property consisting of approximately 9 acres located at the Heritage Oaks Park at the intersection of Lake Washington Blvd. and Village Parkway (“Park”) or (“Property”) in West Sacramento. There is an 1,800 square foot facility located within the 9-acre park, comprised of a single-story building, with approximately 85 square feet of café counter/lobby/customer area and 275 square feet for storage and preparation, wand 2 single-use restrooms, along with 1100 square feet of usable outdoor patio space (“Premises”) as shown on Exhibit A, attached hereto and incorporated herein, on which Tenant desires to operate a café.

B. The remaining portion of the Property is a Park, and the parties acknowledge that during the first 24 months of this Lease, Park and parking lot construction will be taking place on the Property, including but not limited to, expansion of the parking spaces in the parking lot and a new public restroom being constructed on the Property for use by the public (the “Construction Activities”).

B. Tenant desires to lease from Landlord and Landlord desires to lease to Tenant the Premises on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for the Term and upon the covenants and conditions set forth herein, the Premises, including nonexclusive rights to use the Common Areas as provided for in this Lease.

Tenant acknowledges and agrees that while it will have primary use of the Premises for its patrons, due to the surrounding public Park, it is anticipated that the general public will be near the Premises during Park hours, dawn until dusk. In addition, it is anticipated and agreed that the general public will have access to the restrooms during operating hours of the Premises until construction of public restrooms in the Park is complete. Tenant will be responsible for opening and closing the restrooms on the Premises based on operating hours. Following completion of construction of the public restrooms, the restrooms on the Premises will be limited to patrons of the Café and Tenant may install signs directing guests of the Park to other public restrooms on the Property. During construction, Landlord will provide and maintain temporary restrooms on its Property for use by Park construction crew members.

1.1 Landlord Improvements. This Lease includes certain Leasehold Improvements, as described in Section 5.1 herein, previously installed by Landlord on the Premises.

1.2 Landlord’s Personal Property. This Lease includes Tenant’s lease of certain furniture (including tables and chairs), café equipment (as detailed in Exhibit B, attached hereto 103
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2 and incorporated herein (the "Café Equipment")), and fire extinguishers, all owned by Landlord and located on the Premises (“Landlord’s Property”).

1.3 Parking. Tenant shall have the use of the public parking lot on the Property for vehicle parking by employees and patrons of the Café. Six (6) parking spots will be dedicated exclusively for use by customers of the Café and shall be located near the front entrance of the Premise. Although generally the parking lot is open to the public at all times, Landlord reserves the right to close the parking lot based on Park hours, usually dawn until dusk, or upon other health and safety reasons by Landlord, or for Construction Activities. Unless authorized by Landlord by written consent, the Tenant shall not park trailers, campers, heavy equipment, commercial trucks and vehicles, or other oversize recreation vehicles in the lot with the exception of those required for deliveries, maintenance or pre-approved special events. Visitors may park school buses and recreational vehicles during the day while visiting the Park. No overnight parking shall be allowed in the lot.

1.4 Storage. Landlord shall permit Tenant to place one (1) Conex-type storage unit on the northwest corner of the Premises, which shall not exceed 20ft x 8ft x 8.5ft tall. Tenant is responsible performing required maintenance of the storage unit, including any refrigeration maintenance, removal of graffiti, and ensuring the storage unit does not damage the surrounding area. Tenant will be responsible for any damage to the Property that the storage unit causes, and Tenant shall remove the storage unit upon expiration or termination of this Lease.

2. LEASE TERM.

2.1 Term. The term of this Lease (the “Term”) shall commence on the Effective Date (the “Commencement Date”). The Term of this Lease shall be 24 months and shall terminate 24 months after the Commencement Date (the “Termination Date”) unless sooner terminated pursuant to any provision hereof, or unless the parties mutually agree to extend the Lease Term in accordance with Section 2.2 below. If the parties agree to extend the Lease Term, the extension shall be deemed the "Renewal Term", the Termination Date shall be extended for the Renewal Term, and all terms and conditions of this Lease shall remain in full force and effect upon such renewal, except those agreed to by the Parties and except for Monthly Rent for the Renewal Term, which shall be paid in accordance with Section 3.1 below.

2.2 Renewal Term. Tenant may provide Landlord with written notice, no later than one-hundred twenty (120) days and no earlier than two hundred seventy (270) days prior to the expiration of the original Term, of Tenant’s desire to extend the Term for a period of two (2) years (the “Renewal Term”), provided that at the time Tenant’s written notice is given and at the time the Renewal Term is to commence no default by Tenant exists under this Lease. If Landlord agrees to the renewal in its reasonable discretion, the Term shall be extended for an additional period of two (2) years on all of the terms and conditions of this Lease unless otherwise agreed to in writing, except the Monthly Rent for the Renewal Term shall be the Fair Market Rent prevailing at the commencement of the Renewal Term as set forth in Section 3 below.

3. RENT.

3.1 Monthly Rent. Landlord agrees to provide Tenant with 24 months of free rent in consideration of Tenants acknowledgement and agreement of the Construction Activities 104
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3 occurring during the initial Term. Should a Renewal Term be agreed upon by both parties, monthly rent (“Monthly Rent”) will be required based on Fair Market Rent (as defined in Section

3.2 below). The Renewal Term and associated Monthly Rent shall be agreed to in writing by the Parties at least 120 days prior to the Termination Date and Tenant shall have the right of first refusal to lease the Premises for the Renewal Term.

3.2 Fair Market Rent. “Fair Market Rent” shall be established by reference to rental terms in leases for comparable space, taking into consideration the location of the Premises and existing amenities. Within fifteen (15) days after Landlord’s receipt of Tenant’s written request for renewal notice, Landlord shall advise Tenant as to Landlord’s determination of the Fair Market Rent, together with the basis for such determination. Tenant shall, within five (5) days after Tenant’s receipt of Landlord’s determination notice, either (a) accept the determination of the Fair Market Rent set forth in Landlord’s notice; or (b) if Tenant disagrees with Landlord’s stated Fair Market Rent, advise Landlord by written notice as to Tenant’s determination of Fair Market Rent, together with the basis for such determination. If Tenant fails to respond as provided above, within the time period provided above, Tenant shall be deemed to have accepted Landlord’s determination pursuant to subsection (a). If Tenant shall timely deliver to Landlord Tenant’s Rent Notice pursuant to subsection (b), Landlord and Tenant shall attempt in good faith to reach agreement as to the Fair Market Rent within fifteen (15) days after Landlord’s receipt of Tenant’s written notice.

3.3 Selection of Brokers. If Landlord and Tenant are unable to agree as to the amount of the Fair Market Rent within the aforementioned 15-day period as evidenced by a written amendment to this Lease executed by them, then, within ten (10) days after the expiration of the 15-day period, Landlord and Tenant shall each, at its sole cost and by giving notice to the other party, appoint a competent real estate broker licensed in the state in which the Premises is located and having not less than ten (10) years' actual experience, on a full-time basis, in commercial real estate leasing experience in the area of the city where the Premises is located to determine the Fair Market Rent. If either Landlord or Tenant does not appoint a broker within 10 days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and shall determine the Fair Market Rent. If both Landlord and Tenant appoint a broker, the two brokers shall submit to the other party its final determination of such Fair Market Rent within thirty (30) days following its selection, and if the Fair Market Rents differ by less than five percent (5%), the Fair Market Rent shall be the average of the two rates. If the Fair Market Rents differ by five percent (5%) or more, the two brokers shall select third broker meeting the qualifications stated in this Section within ten (10) days, provided that the third broker shall be a person who has not previously acted in any capacity for either Landlord or Tenant. Within fifteen (15) days following appointment, the third broker shall select one of the two Fair Market Rents promulgated by the parties as the final Fair Market Rent for this Lease. Landlord and Tenant each shall pay its own broker and bear onehalf (1/2) of the cost of the third broker’s fee.

3.4 Payment of Monthly Rent. Tenant agrees to pay to Landlord, without notice or demand, the Monthly Rent on or before the fifteenth (15th) day of each and every successive calendar month during the Renewal Term. The Tenant's obligation to pay Monthly Rent shall commence on the Renewal Term effective date (“Renewal Term Effective Date”), which shall be the date immediately following the Termination Date unless otherwise agreed to by the parties in writing. Monthly Rent shall be paid to Landlord without deduction or offset, in lawful money of the United States of America and at such place as Landlord may from time-to-time designate in writing. The Monthly Rent amount shall be submitted to the following address:
105
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4 City of West Sacramento Finance Department
Attention: Angie Familia, Finance Supervisor
1110 West Capitol Avenue, 3rd Floor
West Sacramento CA 95691

3.5 Operating Expenses. Tenant is responsible for the payment of all operating expenses on the Premises, including but not limited to water, sewer, refuse, custodial, electrical, gas, network, security systems and pest services within Premises (“Tenant Operating Costs”), provided that Landlord shall be responsible for the payment of maintenance and repairs to the restrooms on the Premises until the Park restrooms are constructed on the Property and accessible to the public. Tenant shall pay for custodial services to the restroom on the Premises at all times during the Term of this Lease. To the extent not separately metered to Tenant, Landlord shall provide invoices to Tenant for Tenant Operating Costs, which Tenant shall pay within thirty (30) days of receipt of such invoices. Landlord will provide pest service to surrounding Park area.

4. SECURITY DEPOSIT. Tenant shall not be required to provide Landlord with a Security Deposit.

5. IMPROVEMENTS AND PROPERTY.

5.1 Landlord Improvements. The following Landlord fixtures and improvements are located on the Premises: building, patio with rails, lighting, electrical supply system, electrical plugs, plumbing, doors, windows, HVAC systems, sinks, water heater, counters, and permanent casework located on the Premises (the “Leasehold Improvements”).

5.2 Tenant Improvements. Above the improvements and personal property provided by Landlord for Tenant's use, Tenant shall be responsible for providing at its own cost, all other fixtures, trade furnishings and signage, and any other machinery, equipment, or appliances necessary for Tenant’s use of the Premises as a café. Such improvements shall be made in accordance with the terms set forth in Section 10.3 herein, and prior to construction, the Tenant and its contractor shall provide Landlord proof of insurance and indemnification in amounts required by Landlord. Tenant agrees all site improvements are required to align with the Park theme and must be approved by the Landlord within (30) days prior to purchase or construction, not to be unreasonably withheld.

6. USE.

6.1 Use of Premises.
(a) Use Restriction. The Premises shall be used and occupied only as a café and for no other purposes.
(b) Menu and Permits. Tenant agrees to maintain a “full-service menu”, which, is shall include an assortment of foods commonly ordered at various hours of the day intended to serve as meals. A menu consisting of only food items commonly known as appetizers (hot or cold), or only sandwiches or salads is not a full-service menu and shall not be deemed a compliance with this requirement. Provided the menu meets the requirements above, the menu shall be designed at the sole discretion of Tenant. Tenant shall provide Landlord with a copy of the most current menu and will continue to do so upon request of Landlord. If any 106
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5 governmental license or permit shall be required for the proper and lawful conduct of Tenant's business or other activity carried on in the Premises, or if a failure to procure such a license or permit might or would, in any way, affect Landlord, the Property, or the ability of Tenant to operate its businesses, then Tenant, at Tenant's expense, shall, at all times, obtain and comply with the requirements of each such license or permit.
(c) Trade Name. Tenant agrees that it will conduct business in the Premises under the “Trade Name” of Emile’s (“Café”). In the event that Tenant desires to change such Trade Name, Tenant will notify Landlord in writing of such change in Trade Name, and Landlord agrees not to unreasonably withhold its approval thereto. (d) Use of Liquor License. Tenant may sell beer and wine on the Premises provided that Tenant first applies for, and receives, a liquor license from the California Department of Alcoholic Beverage Control (“ABC”) at the sole expense of the Tenant. Tenant is responsible for facility improvement expenses associated with ABC compliance and all improvements fall under section 5.2 Tenant Improvements. It is the understanding of Landlord and Tenant from ABC that only one liquor license will be given for a particular address location, and therefore only one liquor license will be allowed at the Premises at any one time to sell alcohol. If Tenant applies for and obtains a liquor license, Tenant shall comply with the specific terms of use and insurance requirements in connection therewith that are set forth herein.

6.2 Compliance with Law.
(a) Landlord warrants to Tenant that the Premises, in the state existing on the Commencement Date, but without regard to the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable building code, regulation, or ordinance in effect on the Commencement Date, including, but not limited to, the Americans with Disabilities Act. In the event it is determined that this warranty has been violated, then it shall be the obligation of the Landlord, after written notice from Tenant, to promptly, at Landlord's sole cost and expense, rectify any such violation. (b) Except as provided in Section 6.2(a), Tenant shall, at Tenant's expense, comply with all applicable statutes, ordinances, rules, regulations, orders, covenants, and restrictions of record and requirements of any fire insurance underwriters or rating bureaus, including, but not limited to, the Americans with Disabilities Act, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the Term or any part of the Term hereof, relating in any manner to the Premises and the occupation and use by Tenant of the Premises, and of the Common Areas. Tenant shall not use, or permit the use by its employees, agents, consultants, contractors, customers, and invitees (“Tenant Parties”), of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance, or shall tend to disturb other occupants of the Property. (c) Tenant at all times shall keep the Premises and the Common Area (see Section 7.1) free of Hazardous Materials (as hereinafter defined) placed by Tenant Parties.

Tenant and Tenant Parties shall not use, generate, manufacture, store, release, or dispose of Hazardous Materials in, on, or about the Premises or the Common Areas. “Hazardous Materials” shall include, but not be limited to, substances defined as “hazardous substances,” “hazardous materials,” or “toxic substances” in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 United States Code Annotated sections 9601, et seq.; the Resource Conservation and Recovery Act, 42 United States Code 107
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6 Annotated sections 6901, et seq.; and those substances defined as “hazardous wastes” in Section 25117 of the California Health & Safety Code or as “hazardous substances” in Section 25316 of the California Health & Safety Code; and in the regulations adopted and publications promulgated pursuant to said laws.

6.3 Condition of Premises.
(a) Delivery by Landlord. Landlord shall deliver the Premises to Tenant clean, functioning and free of debris on the Commencement Date. (b) Acceptance by Tenant. Except as otherwise provided in this Lease, Tenant hereby accepts the Premises in the condition existing as of the Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto, and to all matters disclosed thereby, and by any exhibits attached hereto.

Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant's business. Tenant agrees to keep the Premises in a safe, clean and sanitary condition. (c) Prior to execution of this Lease and acceptance of the Premises by Tenant, Landlord shall make the Premises available for Tenant to conduct a walk-through of the Premises.

7. COMMON AREAS AND PARKING LOT.

7.1 Common Areas.
(a) Definition of Common Areas. The term “Common Areas” as used herein means all areas and facilities outside the Premises and within the exterior boundary line of the Property that are provided and designated by Landlord from time-to-time for the general nonexclusive use of Landlord, Tenant, and of other tenants of the Property and their respective employees, suppliers, shippers, customers, and invitees, including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, and landscaped areas.
(b) Common Areas -- Tenant's Rights. Landlord hereby grants to Tenant, for the benefit of Tenant and its employees, suppliers, shippers, customers, and invitees, during the Term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time-to-time, subject to any rights, powers, and privileges reserved by Landlord under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Property. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Landlord or Landlord's designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and store the property, or dispose of the property in the manner in which Landlord deems suitable, and charge the cost of the removal and storage, or disposition, as applicable, to Tenant, which cost shall be immediately payable upon demand by Landlord. If 108
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7 applicable, Landlord shall designate a portion of the Common Areas for Tenant's exclusive use for storage of Tenant's trash bin(s). Tenant shall not store its trash bin(s) in any portion of the Common Areas other than such designated area.
(c) Common Areas -- Rules and Regulations. Landlord or such other person(s) as Landlord may appoint shall have the exclusive control and management of the Common Areas, and shall have the right, from time-to-time, to establish, modify, amend, and enforce reasonable rules and regulations with respect thereto. Tenant agrees to abide by and conform to all such rules and regulations, and to cause its employees, suppliers, shippers, customers, and invitees to so abide and conform.

7.2 Vehicle Parking.
(a) See section 1.3 Parking for additional parking requirements. (b) Tenant shall not permit or allow any vehicles that belong to, or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities.
(c) If Tenant permits or allows any of the prohibited activities described in subsection (a) above, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved, and charge the cost to Tenant, which cost shall be immediately payable upon demand by Landlord. (d) Tenant, in the use of the Common Areas, agrees to comply with such reasonable rules, regulations, and charges for parking as the Landlord may adopt from time-totime for the orderly and proper operation of the Common Areas. Such rules may include, but shall not be limited to, the following: (i) the restricting of employee parking to an area or areas designated by Landlord, and (ii) the regulation of the removal, storage, and disposal of Tenant's refuse and other rubbish at the sole cost and expense of Tenant.

7.3 Common Areas -- Changes. Landlord shall have the right, in Landlord's sole discretion, from time-to-time, upon 30 days’ written notice to Tenant (but upon 7 days’ notice in connection with Construction Activities), so long as it will not unreasonably interfere with Tenant's use of the Premises and the accessibility of the public to the Premises and Cafédesignated parking spaces:
(a) to make changes to the Common Areas, including, without limitation, changes in the location, size, shape, and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, and walkways;
(b) to close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) to designate other land outside the boundaries of the Common Areas to be a part of the Common Areas;
(d) to add additional improvements to the Common Areas; 109
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8 (e) to use the Common Areas while engaged in making additional improvements, repairs, or alterations to the Property or any portion thereof; and (f) to do and perform such other acts and make such other changes in, to, or with respect to the Common Areas and Property as Landlord may, in the exercise of sound business judgment, deem to be appropriate, provided that Landlord shall not permanently reduce the number of designated Café parking spaces or areas as set forth in Section 1.3 without relocating them, and shall not permanently permit use of Café-designated parking spaces by vehicles, machinery, or other equipment associated with Park Construction Activities.

Tenant acknowledges that there may be loading and unloading for special events and Construction Activities that will be temporary in nature. Landlord will use its best efforts to give Tenant 72 hours’ notice before such use.

8. ACCESS. For purposes of this Section 8, the business hours of the Heritage Oaks Park are dawn until dusk, 7 days per week. Construction will be taking place during the Tenant’s first 24-month lease Term. During this time, Landlord will use its best efforts to provide 72 hours’ notice to Tenant if any access to the Premises will be limited due to Construction Activities and shall work reasonably with Tenant to mitigate any such limitations if possible. Landlord cannot guarantee the construction schedule or timing of notice to Tenant of Construction Activities

8.1 Special Events. Tenant may schedule its own special events outside of operating hours, provided that Tenant submits a request to Landlord in writing at least 30 days in advance, describing the type of event, the hours of the event, the anticipated number of guests, and any other information requested by Landlord. Based upon the nature and/or size of the event, Tenant agrees to fill out the Special Event Permit Application and follow all City requirements for Special Events. If Tenant is interested in multiple special events, they are able to fill out the Special Event Annual Permit Application and follow all City requirements.

8.2 Minimum Hours of Café Operation.
(a) Tenant anticipates that the Café will be open generally from 7am to 3pm seven (7) days a week. The Café will be open a minimum of 40 hours per week, with the exception of weeks with federal holidays, and unless otherwise designated by Tenant upon prior written to, and reasonable approval by, Landlord. Tenant shall post its hours of operation in a prominent area for the public. Tenant shall notify Landlord if the Café will be closed for any reason during the minimum hours of operation. In such an event, Tenant shall post signs notifying the public of the closure of the Café, and include the Tenant's phone number for any comments or concerns.
(b) If the Tenant desires to modify the Café’s minimum hours of operation, Tenant shall submit the request in writing to the Landlord for Landlord’s approval in its reasonable discretion.

8.3 All entrance doors to the Premises, including restrooms, shall be left locked when the Premises are not in use. If Tenant neglects to lock Premises or restrooms, Landlord will not be responsible for any damage that may occur at the Premises.

8.4 Landlord shall not be liable to Tenant or any other person or entity for direct or consequential damages resulting from the admission to, or exclusion from, the Property of any person. In the event of invasion, mob, riot, public excitement, strikes, lockouts, or other 110
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9 circumstances rendering such action advisable in Landlord's sole opinion, Landlord will have the right to prevent access to the Premise during the continuance of the same by such means as Landlord, in its sole discretion, may deem appropriate, including, without limitation, locking doors and closing parking areas and other Common Areas. Landlord reserves the right to prevent access to the Premises during the continuance of the same by closing of the doors or otherwise, for the safety of the tenants and protection of property in the Premises and the Heritage Oaks Park. Landlord will not be liable for damages to person or property or for injury to, or interruption of, business for any discontinuance permitted under this Section, nor will such discontinuance in any way be construed as an eviction of Tenant or cause an abatement of Monthly Rent, or operate to release Tenant from any of Tenant's obligations under this Lease.

If such access is denied to Tenant pursuant to this provision for more than twenty-four (24) continuous hours, Landlord agrees to abate Tenant’s Monthly Rent on a prorated basis beginning on the second day of closure until the Premises are re-opened, however, rent shall only be abated for only those days that Tenant is regularly scheduled to operate its Café.

9. UTILITIES AND SERVICES.

9.1 Service to Premises. Landlord shall ensure that utility services are available to the Premises. Tenant shall be responsible for the cost of all Premises utilities as set forth in section 3.2.

9.2 Common Area Service. Landlord shall have the right to control and operate the Heritage Oaks Park utilities including but not limited to water and lighting.

9.3 Electrical. Landlord has the right to access the electrical box located on the Premises since it provides for electrical services to the entire Property. Tenant must provide access to the electrical box at all times, regardless of Café operating hours. Landlord will not unreasonably disrupt Tenant business while accessing the electrical box. If Landlord anticipates a disruption, they will notify the Tenant prior to disruption.

9.4 Interruption in Service. Landlord reserves the right temporarily to discontinue such services at such times as may be necessary by reason of accident, repairs, alterations or improvements, strikes, lockouts, riots, acts of God, acts of terrorism, governmental preemption in connection with a national or local emergency, any rule, order or regulation of any governmental agency, conditions of supply and demand which make any product unavailable, Landlord's compliance with any mandatory governmental energy conservation or environmental protection program, or any voluntary governmental energy conservation program at the request of or with consent or acquiescence of Tenant, or any other happening beyond the control of Landlord. Landlord shall not be liable for, and Tenant shall not be entitled to, any reduction of Monthly Rent by reason of Landlord's failure to furnish any of the utility services when such failure is caused by the above, or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall not be liable under any circumstances for a loss of or injury to property, however occurring, through or in connection with or incidental to failure to furnish any of the foregoing. Further, Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Monthly Rent be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any sewer, water, garbage, gas, and electricity services, (ii) failure to furnish or delay in furnishing any such services where such failure or delay is caused by accident or any condition or event beyond the reasonable control of Landlord, or by the making of necessary repairs or improvements to the Property, or Premises, or (iii) the limitation, curtailment or 111
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10 rationing of, or restrictions on, use of water, electricity, gas or any other form of energy serving the Property, Building or Premises. Landlord shall not be liable under any circumstances for a loss of or injury to property or business, however occurring, through or in connection with or incidental to failure to furnish any such services, provided that Landlord shall use its reasonable best efforts to quickly restore such services to the extent they are in Landlord’s control.

9.5 Overloading. Tenant shall not, without the written consent of Landlord, use any apparatus or device in the Premises, which consumes more electricity than is usually furnished or supplied for the use of Premises as a Café Tenant shall not connect any apparatus with electric current except through existing electrical outlets in the Premises. Wherever heat generating machines or equipment are used in the Premises which significantly affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation, and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.

10. MAINTENANCE, REPAIRS, ALTERATIONS, AND COMMON AREA SERVICES.

10.1 Landlord's Obligations.
(a) In General. Subject to the provisions of Sections 3.5 (Operating Expenses), 6 (Use), 10.2 (Tenant's Obligations) and 16 (Damage or Destruction) and except for damage caused by any negligent or intentional act or omission of Tenant, Tenant's employees, suppliers, shippers, customers, or invitees, in which event Landlord shall repair the damage at Tenant's sole expense, Landlord, at Landlord's expense, shall keep in good condition and repair, the building roof, foundations, exterior walls, and structural condition of interior loadbearing walls on the Premises. Landlord will be responsible for the preventative maintenance and lifecycle repair of the air conditioning, electrical, steam, heating, ventilating, mechanical, and plumbing systems, as well as the parking lots, walkways, driveways, landscaping, fences, park signs (collectively the “Landlord Obligations”). Landlord’s Obligations include maintaining the fire extinguishers, providing pest control services, and park maintenance services to Heritage Oaks Park.
(b) No Obligation. Landlord shall have no obligation to make repairs under this Section 10.1 until a reasonable time after receipt of written notice from Tenant of the need for such repairs. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good order, condition, and repair Landlord shall not be liable for damages or loss of any kind or nature by reason of Landlord's failure to furnish any Common Area services when such failure is caused by accident, breakage, repairs, strikes, lockout, or other labor disturbances or disputes of any character, or by any other cause beyond the reasonable control of Landlord, provided that Landlord shall use its reasonable best efforts to repair and restore such services to the extent they are in Landlord’s control.

10.2 Tenant's Obligations.
(a) In General. Subject to the provisions of Sections 6 (Use), 10.1 (Landlord's Obligations), and 16 (Damage or Destruction), Tenant, at Tenant's expense, shall keep in good order, condition, and repair the Premises and every part thereof (whether or not a 112
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11 damaged portion of the Premises or the means of repairing the same are reasonably or readily accessible to Tenant) including, without limiting, the generality of the foregoing, electrical and lighting facilities and equipment within the Premises, fixtures, interior walls, and interior surfaces of exterior walls, ceilings, windows, doors, located within the Premises. Tenant shall complete all maintenance and repair work expeditiously in a first class and workmanlike manner using high quality new materials. Further, Tenant, at Tenant's expense, shall keep in good order, condition, and repair any of Tenant’s exterior awnings or signs associated with the Café, if any.

Subject to Section 24 herein, any personal property purchased by Tenant as a replacement for any of Landlord’s Property shall become the property of Landlord, and Tenant shall have no right to remove said personal property upon the expiration or sooner termination of this Lease. (b) Refuse. During Café hours, Tenant shall promptly collect and remove any rubbish or garbage from the Premises and the surrounding lobby and patio areas used by Café patrons. Upon daily closing of the Café, Tenant shall remove all refuse from the Premises and place it in the designated dumpster provided by the Landlord. Tenant shall comply with all City standards for business services concerning solid waste, organics and recycling requirements. Landlord reserves the right to bill Tenant if additional expenses are incurred above and beyond standard business services waste collection. (c) Grease Disposal Systems. There is currently no grease disposal system installed in the Premises. Tenant agrees that Tenant SHALL NOT dispose of any type of food waste down the sink. Tenant agrees to place all food waste in a refuse receptacle. If a grease disposal system is ever installed, Tenant agrees to maintain and repair the grease disposal system, including, but not limited to, indoor and/or outdoor grease trap / grease interceptor and roof top exhaust fan system (if any) associated with the Premises. Tenant agrees to clean and maintain grease storage containers in a sanitary condition at all times, and in a manner that reduces odors and leaks, and to dispose of grease in accordance with health department regulations. Tenant agrees to replace grease container on a commercially reasonable basis, and upon reasonable request of Landlord.
(d) Entry Upon Failure to Perform. If Tenant fails to perform Tenant's obligations under this Section 10.2 or under any other section of this Lease, Landlord may enter upon the Premises after ten (10) days' prior written notice to Tenant (except in the case of emergency, in which case no notice shall be required), perform such obligations on Tenant's behalf and put the Premises in good order, condition, and repair, and the cost thereof, together with interest thereon, at the maximum rate then allowable by law shall be due and payable as additional rent to Landlord together with Tenant's next Monthly Rent installment.

10.3 Alterations and Additions.
(a) Tenant shall not make any additions, alterations or improvements to the Premises or any part thereof without Landlord’s prior written consent. Approval, however, may be conditioned upon the receipt by Landlord of a set of plans and specifications for the alterations no later than thirty (30) days prior to the scheduled construction of the alterations.

Landlord may impose any reasonable conditions and requirements to any consent as Landlord shall in its discretion deem to be necessary or advisable, including, without limitation, the hours when work may be performed and the implementation of safety measures while the construction is being performed. Tenant shall acquire any necessary permits from appropriate governmental agencies and all work shall be done in a good and workmanlike manner in compliance with all building codes. Any additions to or alterations or improvements to the Premises, including, but 113
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12 not limited to, carpeting, cabinetry, permanent partitions, and fixtures of any kind, shall become at once a part of the realty and belong to Landlord if they cannot be removed without damage to the surface to which it is attached. Carpentry and cabinetry shall be deemed an improvement of the Premises and not moveable trade fixtures, regardless of how or where affixed, and shall become and remain property of the Landlord from the time of installation. Unattached and moveable trade fixtures placed in the Premises by Tenant may be removed. All alterations are to be made at Tenant’s own cost. Landlord may condition its approval to additions, alterations or improvements on Tenant’s agreement to remove any such additions, alterations or improvements at the expiration of the Lease Term and restore the Premises to its original condition.
(b) Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to, or for Tenant at, or for use in, the Premises, which claims are or may be secured by any mechanics' or materialmen's lien against the Premises, or any interest therein. Tenant shall give Landlord not less than twenty (20) days' notice prior to the commencement of any work in the Premises, and Landlord shall have the right to post notices of nonresponsibility in or on the Premises as provided by law. If Tenant shall, in good faith, contest the validity of any such lien, claim, or demand, then Tenant shall, at its sole expense, defend itself and Landlord against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon, before the enforcement thereof, against Landlord or the Premises, or the Property, upon the condition that if Landlord shall require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to such contested lien claim or demand indemnifying Landlord against liability for the same, and holding the Premises and the Property free from the effect of such lien or claim. In addition, Landlord may require Tenant to pay Landlord's attorney's fees and costs in participating in such action if Landlord shall decide it is to Landlord's best interest to do so.

10.4 Utility Additions. Landlord reserves the right to install new or additional utility facilities throughout the park for the benefit of Landlord or Tenant, including, but not by way of limitation, such utilities as plumbing, electrical systems, security systems, communication systems, and fire protection and detection systems, so long as such installations do not unreasonably interfere with Tenant's use of the Premises.

11. NUISANCE. Tenant shall not commit, suffer or permit by Tenant or Tenant Parties, any waste or nuisance on the Property or the Premises, or any acts to be done thereon in violation of any law or ordinance, and shall permit Landlord and its agents to enter the Premises at reasonable times to inspect the same. Tenant shall not conduct its business in such a manner as to interfere with or deprive neighboring owners and tenants of the quiet enjoyment of their property, including without limitation, making excessive noise or production of unpleasant odors.

12. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time-to-time promulgate and provide to Tenant in writing. Landlord reserves the right from time-to-time to make all reasonable modifications to said rules, and agrees to provide Tenant ten (10) days notice for implementation of such modifications.

13. INSURANCE.

13.1 Liability Insurance — Tenant. Tenant shall, at Tenant's expense, obtain and keep in force during the Term of this Lease, a policy of comprehensive general liability 114
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13 insurance with a combined single limit of liability of not less than One Million Dollars ($1,000,000) per occurrence, insuring Tenant and Landlord against any liability arising out of the use, occupancy, or maintenance of the entire Premises. The policy shall specifically insure performance by Tenant of the indemnity provisions of Section 14 herein. The limits of said insurance shall not, however, limit the liability of Tenant hereunder. The insurance policy required by this Section shall include dram shop liability insurance if alcohol is sold on the Premises.

13.2 Liability Insurance – Landlord. Landlord shall obtain and keep in force during the Term of this Lease a policy of comprehensive general liability insurance with a combined single limit of liability of not less than One Million Dollars ($1,000,000) per occurrence, insuring Landlord, but not Tenant, against any liability arising out of the ownership, use, occupancy, or maintenance of the Property. Landlord may self-insure through deductibles or otherwise.

13.3 Property Insurance - Landlord. Landlord shall obtain and keep in force during the Term of the Lease, a policy or policies of insurance covering loss or damage to the Property improvements, but not Tenant's personal property, fixtures, equipment, or tenant improvements, in an amount not to exceed the full replacement value thereof, as the same may exist from timeto-time, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, flood (in the event the same is required by a lender having a lien on the Premises), special extended perils (“all risk,” as such term is used in the insurance industry), earthquake (if Landlord in its sole discretion so elects) and such other insurance as Landlord deems advisable.

13.4 Leasehold Improvements and Tenant's Personalty. During the Term, Tenant shall maintain in full force and effect on all of its leasehold improvements, interior and exterior signage, trade fixtures, merchandise, and other personal property from time-to-time in, on or upon the Premises, fire and extended coverage insurance in the amount of the full replacement value thereof, containing sprinkler leakage, replacement cost, and inflation endorsements. All proceeds from the insurance required pursuant to this subsection shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and terminate under the provisions of Section 16 hereof. Both Landlord and Tenant shall be named as coinsureds as to coverage of leasehold improvements and alterations, though not as to Tenant's personal property.

13.5 Insurance Policies. Insurance required hereunder shall be in companies holding a “General Policyholders Rating” of at least A or such other rating as may be required by a lender having a lien on the Premises, as set forth in the most current issue of “Best's Insurance Guide.” Tenant shall not do or permit to be done anything which shall invalidate the insurance policies carried by Landlord. Tenant shall deliver to Landlord copies of insurance policies required under this Section 13 or certificates evidencing the existence and amounts of such insurance within seven (7) days after the Commencement Date of this Lease. No such policy shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days' prior written notice to Landlord. Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with renewals or “binders” thereof.

13.6 Waiver of Subrogation. Tenant and Landlord each hereby release and relieve the other, and hereby waive their entire right of recovery against the other for loss or damage arising out of or incident to the perils covered by fire and extended coverage insurance or special form all-risk insurance in force at the time of such loss or damage, which perils occur in, 115
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14 on, or about the Premises or the Property, whether due to the negligence of Landlord or Tenant or their agents, employees, contractors, and/or invitees. Tenant and Landlord shall, upon obtaining the policies of insurance required, give notice to the insurance carrier or carriers that the foregoing waiver of subrogation is contained in this Lease.

13.7 Matters Affecting Landlord's Insurance. Tenant agrees that it will not at any time during the Term of this Lease do, bring, or keep anything in or about the Premises which will cause a cancellation or threatened cancellation of any policy of insurance carried by Landlord.

If Tenant installs upon the Premises any electrical equipment which constitutes an overload of the electrical system of the Premises, Tenant shall, at its own expense, make whatever changes are necessary to comply with the requirements of the insurance underwriters covering the Premises and any governmental authority having jurisdiction thereof; provided, however, nothing herein shall be deemed to constitute Landlord's consent to such overloading. Tenant shall, at its own expense, comply with all requirements (including those having jurisdiction over the Premises) necessary for the maintenance of reasonable fire and extended coverage insurance for the Premises, including, without limitation, the installation of an automatic dry chemical extinguishing system, if applicable. Fire extinguishers shall be provided for by Landlord.

13.8 Tenant's Obligation to Insure Alterations. In the event that Tenant shall make any alterations, additions, or improvements to the Premises pursuant to the terms and provisions of this Lease, Tenant agrees to carry fire and extended coverage insurance upon such alterations, additions, or improvements. In addition, Tenant shall carry or cause to be carried all legally requisite liability coverage, including workers' compensation insurance. It is expressly understood and agreed that Landlord shall not be required to insure any of such alterations, additions, or improvements under such insurance as Landlord may carry upon the Premises, and that Landlord shall not be required under the provisions relating to reconstruction of the Premises, or under any other circumstances whatsoever, to repair, reconstruct, or reinstall any such alterations, improvements, or additions.

13.9 Tenant's Failure to Maintain Insurance. In the event that Tenant fails, for any reason whatsoever, to secure and maintain any of the insurance policies Tenant is required to maintain pursuant to this Section 13, Landlord may, but shall not be obligated to, secure and maintain such insurance policies. Upon demand and presentation of a bill therefor, Tenant shall immediately pay the cost of such policies to Landlord.

14. INDEMNITY.

14.1 Tenant Indemnification. Tenant shall indemnify and hold harmless Landlord from and against any and all claims arising from Tenant's use, occupancy, and enjoyment of the Premises or any other portion of the Property, or from the conduct of Tenant's business or from any activity, work, or things done, permitted, or suffered by Tenant in or about the Premises or elsewhere on the Property, and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or omission of Tenant, or any of Tenant's agents, contractors, or employees, and from and against all costs, attorney's fees, expenses, and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord, and 116
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15 Landlord shall cooperate with Tenant in such defense. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant in, upon, or about the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord.

14.2 Landlord Indemnification. Landlord shall indemnify and hold harmless Tenant from and against any and all claims due to any gross negligent or intentional act or omission on the part of Landlord, its agents, employees, or others working at the direction of Landlord, on its behalf, on the Premises or the Property, and from and against all costs, attorney's fees, expenses, and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord, and Landlord shall cooperate with Tenant in such defense.

15. EXEMPTION OF LANDLORD FROM LIABILITY. Except for the sole negligence or willful misconduct of Landlord, its agents, contractors, and employees, Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant or injury to persons, in, upon or about the Premises arising from Tenant or by other persons claiming through Tenant, including Tenant’s patrons, guests, and invitees, and Tenant hereby waives all claims in respect thereof against Landlord. Tenant, as a material part of the consideration to Landlord, hereby acknowledges that there is a risk of harm to Tenant’s property and injury to persons in, upon or about the Premises arising from any such cause or event, and Tenant agrees to assume all such risks of harm and Tenant hereby waives all claims in respect thereof against Landlord. Tenant hereby agrees that except for the sole negligence or willful misconduct of Landlord, its agents, contractors, and employees, Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom, or for loss of, or damage to, the goods, wares, merchandise or other property of Tenant, Tenant’s employees, invitees, customers, or any other person in or about the Premises, nor shall Landlord be liable for injury to the person of Tenant, Tenant’s employees, agents or contractors. Landlord shall not be liable for any damages arising from any act or negligence of any other tenant, occupant or user of the Property, nor from the failure of Landlord to enforce the provisions of any other lease of any other tenant of any building on the Premises.

16. DAMAGE OR DESTRUCTION. If the Premises shall be totally or partially destroyed or rendered wholly or partly uninhabitable by fire or other casualty, Landlord shall promptly proceed to take all steps necessary to begin reconstruction and to promptly and diligently commence the repair or replacement of the Premises to substantially the same condition as is required to be maintained in pursuant to this Lease, so long as such repair or replacement does not exceed the amount of the insurance proceeds received in connection with such casualty. If the cost to repair or restore the Premises exceeds the value of the insurance proceeds received in connection with such casualty, Landlord may elect to terminate this Lease and both parties shall have no further obligations hereunder, except where expressly provided herein. All proceeds of insurance with respect to loss or damage to the Premises shall be payable to Landlord.

16.1 Abatement of Rent; Tenant's Remedies. In the event of damage or destruction for which Tenant is not legally responsible, and in the event Landlord repairs or restores the Premises pursuant to the provisions of this Section 16, the rent payable hereunder for the period during which such damage, repair, or restoration continues shall be abated in proportion 117
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16 to the degree to which Tenant's use of the Premise is impaired. Except for abatement of rent, if any, Tenant shall have no claim against Landlord for any damage suffered by reason of any such damage, destruction, repair, or restoration. During any such period, Tenant shall continue to operate its business on the Premises to the extent practicable and Tenant's obligation to pay rent applicable to the useable portion of the Premises shall remain in full force and effect.

16.2 Waiver. Landlord and Tenant waive the provisions of any statute which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

17. TAXES.

17.1 Possessory Interest Taxes. In the event, that pursuant to Revenue and Taxation Code section 107.6, there will be possessory interest taxes imposed on Tenant’s possession or right to possession to the Premises, Tenant shall be responsible for the payment of possessory interest taxes imposed on Tenant’s possession or right to possession to the Premises pursuant to this Lease, and of any other special assessments or taxes imposed on the Premises during the course of this Lease. Tenant shall pay all such taxes and assessments on or before the date on which they are due.

17.2 Personal Property Taxes. Tenant shall pay, prior to delinquency, all taxes assessed against and levied upon trade fixtures, furnishings, equipment, and all other personal property of Tenant contained in the Premises or elsewhere. When possible, Tenant shall cause said trade fixtures, furnishings, equipment, and all other personal property to be assessed and billed separately from the real property of Landlord.

18. ASSIGNMENT AND SUBLETTING.

18.1 Landlord's Consent Required. Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in the Lease or in the Premises, without Landlord's prior written consent. Any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent shall be void, and shall constitute a breach of this Lease without the need for notice to Tenant under Section

20.1. Any sale or other transfer, including by consolidation, merger, or reorganization, of a majority of the voting stock of a Tenant, if Tenant is a corporation, or any sale or other transfer of a majority of the partnership interest in Tenant, if Tenant is a partnership, shall be an assignment for purposes of this Section 18.1.

If Tenant desires Landlord's consent to a transfer of all or any portion of the Premises, Tenant shall submit to Landlord (a) the proposed sublease or assignment or other transfer agreement, and (b) all other information which Landlord may reasonably request including, without limitation, sufficient information to enable Landlord to determine the character, quality, type of business, and financial responsibility of the proposed transferee. Landlord shall respond to Tenant's request for consent hereunder in a timely manner.

Notwithstanding the foregoing, Tenant may assign its rights hereunder, without Landlord’s consent but with prior notice, to a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Tenant; provided, however, that regardless of any such assignment (and as express conditions to any such assignment), (i) Tenant shall give Landlord at least five (5) business days' prior 118
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17 written notice of any such assignment, and (ii) the assignee shall assume all of Tenant’s obligations under this Lease in a written assignment and assumption agreement. As used herein, "control" shall have the meaning provided in Section 160(a) of the California Corporations Code, regardless of the form of entity.

18.2 Terms and Conditions of Assignment. Regardless of Landlord's consent, no assignment shall release Tenant of Tenant's obligation hereunder or alter the primary liability of Tenant to pay the Monthly Rent, and to perform all other obligations to be performed by Tenant hereunder. Landlord may accept rent from any person other than Tenant pending approval or disapproval of such assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of rent shall constitute a waiver or estoppel of Landlord's right to exercise its remedies for the breach of any of the terms or conditions of this Section 18 or this Lease. Consent to one assignment shall not be deemed consent to any subsequent assignment. In the event of default by any assignee of Tenant or any successor of Tenant, in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee. Landlord may consent to subsequent assignments of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall not relieve Tenant of liability under this Lease.

19. NON-DISCRIMINATION. Tenant or its employees shall not discriminate because of race, age, religion, color, ancestry, sex, physical disability, mental disability, medical condition, sexual orientation, or national origin, against any person by refusing to furnish such person any accommodation or facility offered to the general public. Nor shall Tenant or its employees publicize the accommodations or facilities in any manner that would directly or inferentially reflect upon or question that acceptability of the patronage of any person because of race, age, religion, color, ancestry, sex, physical disability, mental disability, medical condition, sexual orientation, or national origin. In the performance of this Lease, Tenant shall not discriminate against any employee or applicant for employment, because of race, age, color, religion, ancestry, sex, physical disability, mental disability, medical condition, sexual orientation, or national origin. Tenant will take affirmative action to ensure that applicants are employed and that the employees are treated during employment without regard to their race, color, religion, age, ancestry, sex, physical disability, mental disability, medical condition, sexual orientation, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment, advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

20. DEFAULT; REMEDIES.

20.1 Default. The occurrence of any one or more of the following events shall constitute a material default of this Lease by Tenant:
(a) The vacating or abandonment of the Premises by Tenant for five (5) consecutive business days.
(b) The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant. 119
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18 (c) The failure by Tenant to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by Tenant, other than the payment of sums due hereunder, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter, Tenant diligently prosecutes such cure to completion. (d) The failure by Tenant to provide Landlord with reasonable evidence of insurance or surety bond required under this Lease, or the failure of Tenant to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of three (3) days following written notice thereof by or on behalf of Landlord to Tenant.
(e) The failure by Tenant to provide Landlord with reasonable written evidence (in duly executed original form, if applicable) of (i) compliance with governmental requirements, (ii) any inspection, maintenance and service contracts, or (iii) any other documentation or information which Landlord may reasonably require of Tenant under the terms of this Lease, where any such failure continues for a period of twenty (20) days following written notice by or on behalf of Landlord to Tenant.
(f) The occurrence of any of the following events: (i) The making by Tenant of any general arrangement or general assignment for the benefit of creditors; (ii) Tenant becoming a “debtor” as defined in 11 United States Code Annotated section 101 or any successor statute thereto, or any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium, or other debtor relief statute, whether now existing or hereinafter amended or enacted; (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution, or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; provided however, in the event that any provision of this Section 20.1(f) is contrary to any applicable law, such provision shall be of no force and effect. (g) The discovery by Landlord that any financial statements or other documents given to Landlord by Tenant, any assignee of Tenant, or any successor-in-interest of Tenant, was materially false at the time given.

20.2 Remedies. In the event of a default by Tenant, Landlord, at its option, without further notice or demand, shall have the right to any one or more of the following remedies in addition to all other rights and remedies provided at law or in equity, or elsewhere herein:
(a) Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease and the Term hereof, shall terminate, and Tenant shall immediately surrender possession of the Premises to Landlord, in which case Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to, the cost of recovering possession of the Premises; expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorney's fees, and any real estate commission actually paid; the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of such award exceeds the 120
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19 amount of such rental loss for the same period that Tenant proves could be reasonably avoided; and of any leasing commission paid by Landlord applicable to the unexpired Term of this Lease.

For purposes of this subsection, “worth at the time of award” shall be computed by allowing interest at a per annum rate of ten percent (10%).
(b) Maintain Tenant's right to possession in which case this Lease shall continue in full force and effect whether or not Tenant shall have vacated or abandoned the Premises. In such event, Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease, including the right to recover the rent and any additional charges as they become due hereunder.
(c) Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state wherein the Premises is located. (d) The expiration or termination of this Lease and/or the termination of Tenant’s right to possession shall not relieve Tenant from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term hereof, or by reason of Tenant’s occupancy of the Premises.
(e) If Tenant fails to perform any affirmative duty or obligation of Tenant under this Lease within ten (10) days after written notice to Tenant (or in case of an emergency, without notice), Landlord may at its option (but without obligation to do so), perform such duty or obligation on Tenant’s behalf, including, but not limited to, the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. The costs and expenses of any such performance by Landlord shall be due and payable by Tenant to Landlord upon invoice therefore.

20.3 Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord, specifying wherein, Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period, and thereafter, diligently prosecutes the same to completion.

20.4 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of Monthly Rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain.

Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Property. Accordingly, if any installment of Monthly Rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within ten (10) days after such amount shall be due, then without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to five percent (5%) or the maximum amount permitted by law, whichever is less, of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant.

Acceptance of such late charge by Landlord shall in no event constitute a wavier of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. In the event that Tenant fails to pay any amount of Rent, or any other monetary obligations owed to Landlord hereunder within (30) days of the 121
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20 date that such amounts are due and payable, Tenant shall pay to Landlord, in addition to such amounts, interest thereon at an annual rate of ten percent (10%) or the maximum amount permitted by law, whichever is less. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of any of the aforesaid monetary obligations of Tenant, then Monthly Rent shall automatically become due and payable quarterly in advance, rather than monthly, notwithstanding Sections 3.1 or any other provision of this Lease to the contrary.

21. ESTOPPEL CERTIFICATE.

21.1 Tenant shall at any time upon not less than ten (10) days' prior written notice from Landlord execute, acknowledge, and deliver to Landlord a statement in writing:
(a) certifying that this Lease is unmodified and in full force, or if modified stating the nature of the modification and certifying that this Lease, as so modified, is in full force;
(b) stating the date to which the rent and other charges are paid in advance, if any;
(c) acknowledging that there are not, to the certifying party's knowledge, any uncured defaults on the part of any party, or if there are uncured defaults, specifying the nature of the defaults, and
(d) certifying any other information about the Lease as may be reasonably required by the requesting party.

Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Property.

21.2 At the Landlord's option, the failure to deliver such statement within such time shall be a material default of this Lease by the Tenant, without any further notice to such party, or it shall be conclusive upon such party that (i) this Lease is in full force and effect without modification except as may be represented by the Landlord, (ii) there are no uncured defaults in Landlord's performance under the Lease, and (iii) not more than one month's rent has been paid in advance.

21.3 If Landlord desires to finance, refinance, or sell the Property or any part thereof, Tenant hereby agrees to deliver to any lender or purchaser designated by Landlord such financial statements of Tenant as may be reasonably required by such lender or purchaser.

Such statements shall include the past three (3) years financial statements of Tenant. All such financial statements shall be received by Landlord and such lender or purchaser in confidence, and shall be used only for the purposes herein set forth.

22. TENANT’S RIGHT TO SIGNS. Upon prior written approval of the signage and the proposed location of signage by Landlord, and in compliance with the sign ordinance of the City of West Sacramento, Tenant shall have the right at the sole cost of Tenant, to place signage (a) in the parking lot to designate Café-only parking spaces and (b) at the corner of Lake Washington Blvd. and Village Parkway, on property owned and/or controlled by Landlord, and Tenant shall be solely responsible for the maintenance and repairs of such signage. Other than 122
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21 as set forth herein, Tenant shall not have the right to place, construct, or maintain any sign, advertisement, awning, banner or other exterior decoration without Landlord’s prior written consent and in compliance with the sign ordinance of the City of West Sacramento, which consent shall not be unreasonably withheld.

23. LANDLORD’S ENTRY ON THE PROPERTY. Landlord and its authorized representatives shall have the right to enter the Premises at all reasonable times for reasonable purposes upon prior written notice to Tenant. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of Landlord’s entry on the Property as provided in this Section, except damages resulting from acts or omissions of Landlord or its authorized representatives. Tenant agrees to provide Landlord a copy of the key to the Premises for emergency use only. Landlord may, at any time during the last 180 days of the Term of this Lease, place on or about the Premises “For Lease” signs, provided that the parties have not agreed to renew this Lease.

24. SURRENDER. On the last day of the Term or Renewal Term hereof, or on any sooner termination, Tenant shall surrender the Premises to Landlord in the same condition as received, ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant's trade fixtures, alterations, furnishings, and equipment.

Notwithstanding anything to the contrary otherwise stated in this Lease, Tenant shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, heaters, air conditioning, and plumbing on the Premises in good operating condition. If Tenant has made the first forty (40) Monthly Rent payments to the City in accordance with the terms of this Lease, Tenant shall become the owner of the Café Equipment and shall be entitled to remove the Café Equipment upon termination or expiration of this Lease. Any personal property Tenant leaves on the Premises at termination or expiration of the Lease shall be disposed of in accordance with state law.

25. BROKERS’ FEES. Neither party has consulted or engaged a broker with respect to the lease of the Premises. The parties each hereby warrant to the other that no person or entity can properly claim a right to a commission, finder's fee or other compensation based upon contacts or understandings between such claimant and Tenant or Landlord with respect to the transaction contemplated by this Agreement. If any broker or finder makes any claim for a commission or finder’s fee, the party through which the broker or finder makes such claim shall indemnify, defend and hold the other party harmless from all liabilities, expenses, losses, damages or claims (including the indemnified party’s reasonable attorneys’ fees) arising out of such broker’s or finder’s claims.

26. LANDLORD'S LIABILITY. If Landlord transfers the Premises, Landlord shall be relieved of all liability for the performance of Landlord's obligations after the date of the transfer.

However, any prepaid rent or security deposit held by Landlord at the time of the transfer shall be delivered to the transferee. Landlord shall provide Tenant with advance written notice of any such transfer and identify the name and contact information of the transferee.

27. SEVERABILITY. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. 123
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22 28. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any amount due to Landlord not paid when due shall bear interest at the maximum rate then allowable by law from the date due. Payment of such interest shall not excuse or cure any default by Tenant under this Lease; provided, however, that interest shall not be payable on late charges incurred by Tenant or on any amounts upon which late charges are paid by Tenant.

29. TIME OF ESSENCE. Time is of the essence with respect to the obligations to be performed under this Lease.

30. ADDITIONAL RENT. All monetary obligations of Tenant to Landlord under the terms of this Lease shall be deemed to be rent.

31. ENTIRE AGREEMENT; AMENDMENT. This Lease sets forth all the covenants, promises, agreements, conditions, and understandings between Landlord and Tenant concerning the Premises, and there are no covenants, promises, agreements, conditions, or understandings, either oral or written, between them, other than those expressly set forth herein. All negotiations and oral agreements have been merged into and are included herein, it being understood that this Lease supersedes and cancels any and all previous negotiations, arrangements, agreements, understandings, representations, and brochures, and none thereof shall be used to interpret or construe this Lease. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification.

32. NOTICES. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Lease shall be in writing, shall be addressed to the parties in the manner set forth below, and shall be conclusively deemed to have been properly delivered (i) upon receipt when hand delivered, (ii) upon receipt when sent by facsimile to the number set forth below (so long as evidence can be presented by the sending party of receipt by the receiving party), (iii) upon the day of delivery if the notice has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that, the sender has in its possession, the return receipt to prove actual delivery), or (iv) upon actual delivery if deposited with any commercially-recognized overnight carrier that routinely issues receipts (provided that, the sending party receives a confirmation of actual delivery from the courier). Either party may by written notice to the other specify a different address for notice purposes except that upon Tenant's taking possession of the Premises, the Premises shall constitute Tenant's address for notice purposes. A copy of all notices required or permitted to be given to Landlord hereunder shall be concurrently transmitted to such party or parties at such addresses as Landlord may from time-to-time hereafter designate by notice to Tenant. The addresses of the parties to receive notices are as follows:

If to Tenant: Jefferson Ventures LLC
2245 Davis Road
West Sacramento, CA 95691
Attention: Kevin Ericson
If to Landlord: City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
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23 Attention: Kate Smith, Parks and Recreation Director If any notice is refused, the notice shall be deemed to have been delivered upon such refusal. Any notice delivered after 5:00 p.m. (recipient's time) or on a non-business day shall be deemed delivered on the next business day. A party may change or supplement the addresses given above, or designate additional addressees, for purposes of this Section by delivering to the other party written notice in the manner set forth above.

33. WAIVERS. No waiver by Landlord of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Tenant of the same or any other provision. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent.

34. HOLDING OVER. If Tenant, with Landlord's consent, remains in possession of the Premises or any part thereof after the expiration of the Term hereof, such occupancy shall be a tenancy from month-to-month upon all the provisions of this Lease pertaining to the obligations of Tenant, but all options, if any, granted under the terms of this Lease shall be deemed terminated and be of no further effect during said month-to-month tenancy. During the holding over period, Tenant shall pay Landlord a Monthly Rent in an amount equal to 150% of the Monthly Rent being paid by Tenant upon expiration of this Lease.

35. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity.

36. COVENANTS AND CONDITIONS. Each provision of this Lease performable by Tenant shall be deemed both a covenant and a condition.

37. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof restricting assignment or subletting by Tenant and subject to the provisions of Section 16, this Lease shall bind the parties, their personal representatives, successors, and assigns. This Lease shall be governed by the laws of the State of California.

38. SUBORDINATION.

38.1 This Lease shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation, or security now or hereafter placed upon the Property and to any and all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements, and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent, and observe, and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event of foreclosure or deed-inlieu of foreclosure pursuant to any deed of trust encumbering the Property, Tenant shall attorn to the successor-in-interest of Landlord and recognize such successor-in-interest as Landlord under this Lease. If any mortgage, trustee, or ground landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust, or ground 125
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24 lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or ground lease or the date of recording thereof.

38.2 Tenant agrees to execute and deliver any additional documents required to effectuate an attornment or a subordination or to make this Lease prior to the lien of any mortgage, deed of trust, or ground lease, as the case may be, in the form requested by Landlord. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder without further notice to Tenant, or at Landlord's option, Landlord shall execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute, and irrevocably appoint Landlord as Tenant's attorney-in-fact to execute such documents in accordance with this Section 38.2.

39. ATTORNEY FEES. If either party brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action shall be entitled to reasonable attorney's fees and costs as fixed by the court.

40. NO MERGER. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or a termination by Landlord, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing sub-tenancies, or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such sub-tenancies.

41. QUIET POSSESSION. Upon Tenant paying the rent for the Premises and observing and performing all of the covenants, conditions, and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire Term hereof, subject to all of the provisions of this Lease.

42. SECURITY MEASURES. Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises. Tenant assumes all responsibility for the protection of Tenant, its agents, and invitees, and the property of Tenant and of Tenant's agents and invitees from acts of third parties. Nothing herein contained shall prevent Landlord, at Landlord's sole option, from providing security protection for the Premises or any part thereof.

43. EASEMENTS. Landlord reserves to itself the right, from time-to-time, to grant such reasonable easements, rights, and dedications that Landlord deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps, and restrictions do not unreasonably interfere with the use of the Premises by Tenant and provided that Landlord provide advance written notice of any such easements to Tenant. Tenant shall sign any of the aforementioned documents upon request of Landlord.

Failure to do so shall constitute a material default of this Lease by Tenant without the need for further notice to Tenant.

44. AUTHORITY. The individuals executing this Lease on behalf of Landlord represent and warrant to Tenant that they are fully authorized and legally capable of executing this Lease on behalf of Landlord, and that such execution is binding upon all parties holding an ownership interest in the Property. If Tenant is a corporation, trust, or general or limited partnership, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said entity. If Tenant is a corporation, trust, or partnership, Tenant shall, within thirty (30) days after execution of this Lease, deliver to Landlord evidence of such authority satisfactory to Landlord. 126
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25 45. DISPLAYS. Tenant may not display or sell merchandise outside of the defined Premises. Tenant agrees not to install any advertising medium which may be heard or seen outside the Premises, such as flashing lights, searchlights, loudspeakers, phonographs, signs held by hand (i.e. sign-spinners), or radio broadcasts. Tenant further agrees not to install any window displays which may be offensive to customers of the Property.

46. [Reserved.]

47. FORCE MAJEURE. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, terrorism, strikes, lockouts, labor troubles, inability to procure materials, restrictive government laws or regulations or other cause without fault and beyond the control of the party obligated to perform (financial inability excepted), performance of such act shall be excused and extended for a period equivalent to the period of such delay; provided, however, nothing in this Section contained shall excuse Tenant from the prompt payment of any rent or other charge required of Tenant hereunder, except as may be expressly provided elsewhere in this Lease.

IN WITNESS WHEREOF, the parties have executed this Lease as of the date first set forth above.
127
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26 LANDLORD: TENANT:

City of West Sacramento,
a California municipal corporation
By:

Aaron Laurel, City Manager
Jefferson Ventures LLC,
a California limited liability company
By: ______________________________
Name: ______________________________
Title: ______________________________
APPROVED AS TO FORM:

By: __________________________
Jeffrey A. Mitchell, City Attorney
ATTEST:

By: __________________________
Jennifer Cusmir, City Clerk
128
Exhibit A
129
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Exhibit B
(List of Café Equipment)
ice machine indirect drain, self-cleaning
bradford commercial kitchen grade water heater
kegerator SSTL counter six taps and manifold
three door under counter refrigerator SSTL countertop
Espresso machine, two head programmable café grade
Commercial grade espresso grinder adjustable
Kitchen storage metro shelving 5@24" x 48"x72" and 1@24"x48"x36" Health code approved Commercial Grade three compartment sink HP printer with scanner
Brunn - ice tea maker, with two SSTL trays and serving utensils Commercial Grade SSTL prep table 24"
SSTL Towel dispenser
Wireless Inseego 5G Router
Vintage Steel personnel lockers
130

CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 10
SUBJECT:

CONSIDERATION AND AWARD OF CONTRACT TO WEST COAST ARBORIST, INC.

FOR TREE MAINTENANCE SERVICES IN VARIOUS CITY-MAINTAINED PROPERTIES INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
David Culbertson, Senior Project Manager
Parks & Recreation Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
This report seeks City Council’s approval of a contract with West Coast Arborist, Inc. for Tree Maintenance Services in the Landscape and Lighting Districts, Community Facility Districts, City Hall, and the Common Area Maintenance Agreement area.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1) Find that Tree Maintenance Services are exempt from CEQA analysis under the Class 1 Categorical Exemption, under California Code of Regulations, Section 15301 and direct staff to file a Notice of Exemption (Attachment 1);
2) Award a professional services contract to West Coast Arborist, Inc., (Attachment 2) in an amount not to exceed $2,388,232.25 for Tree Maintenance Services.
3) Authorize the City Manager, or his designee, to execute a contract with West Coast Arborist, Inc. in the amount of $2,388,232.25;
4) Authorize the City Manager, or his designee, to execute non-substantive changes or modifications to the contract with West Coast Arborist, Inc., with approval from the City Attorney; 5) Authorize the City Manager, or his designee, to execute contract amendments up to 15% ($358,234.84) of the value of the contract; and
6) Authorize the City Manager, or his designee, to execute amendments to extend the term of the contract, if necessary.

BACKGROUND
Tree Maintenance Services are an essential service to maintain trees in open space and along streets and roadways in our community. Tree maintenance begins with the development of the communities. Maintenance of young trees is needed to establish proper structure that enhances tree growth and minimizes tree limb failure in the future. It is important to keep trees pruned to maintain proper vehicle clearance in the streets while maintaining a canopy that reduces heat that can be generated by the sun and allows for pedestrian clearance on sidewalks.

ANALYSIS
In August, City staff issued a Request for Proposals (RFP) for Tree Maintenance Services. The Parks and Recreation Department received proposals from seven tree service companies. Staff requested estimates for tree maintenance activities needed to maintain the trees in the Landscape and Lighting Districts, Community Facility Districts, and the Common Area Maintenance Area. The term of the contract is from November 2024 through November 2027. The following contractors submitted proposals: West Coast Arborist, Inc.; West Coast Tree Service, Inc.; P31 Enterprises Inc.; Essential Vegetation Management Services LLC; Davey Tree; Atlas Tree Service, Inc. and Best Quality Tree Service. The proposals were evaluated by staff and determined that West Coast Arborist, Inc. is the most qualified contractor to provide tree maintenance services. The selection was based on West Coast Arborist, Inc.’s responsiveness to the RFP, experience with public sector tree maintenance, past performance with the City of West Sacramento, cost efficiency, and having the professional, technical, and financial resources to complete the work.

Environmental Considerations
The project is exempt from CEQA pursuant to CEQA Guidelines Section 15301, the Class 1 Categorical Exemption. The project involves the maintenance and/or minor alteration of existing facilities and/or 131
Tree Maintenance Services
November 6, 2024

topographical features and negligible or no expansion of use beyond that existing. A Notice of Exemption has been prepared and is included as Attachment 2.

Commission Recommendation
No Commission recommendation required.

Strategic Plan Integration
Providing Tree Maintenance Services align with the City Council’s 2024 Strategic Principal, Core Services and Infrastructure, Sustain a financially sound city in which everyone feels safe and secure, with quality services and well-maintained infrastructure.

Alternatives
The City Council may decide to:
1) Approve the recommendation as presented in this report; 2) Reject all bids based on cost; or
3) Direct staff to rebid.

Alternative 1 is recommended as alternatives 2 or 3 will delay tree maintenance work required during the fall and winter seasons.

Coordination and Review
This report was prepared by the Parks & Recreation Department in coordination with and review by the Finance Department.

Budget/Cost Impact
Tree maintenance services occur throughout the City and are funded through various operating budgets.

Funding for the contract with West Coast Arborist, Inc. for tree maintenance services have been incorporated into the City’s FY 24/25 operating budget which was approved by the City Council as part of the biennial operations and maintenance budget adoption for the Fiscal Years 2023-24 and 2024-25. The budget appropriations for Fiscal Years 25/26, 26/27, and 27/28 will be included with future biennial budgets.

The following is a breakdown of funding for tree maintenance service, to include on-call work as needed, for FY 24/25, 25/26, 26/27, and 27/28:

Funding Source FY 24/25 FY 25/26 FY 26/27 FY 27/28 Total 2699176-5241 $16,336.10 $16,336.10 $16,336.10 $5,663.18 $54,671.48 2699177-5241 $85,000.00 $85,000.00 $85,000.00 $22,350.79 $277,350.79 2699178-5241 $76,698.96 $76,698.96 $76,698.96 $26,588.97 $256,685.85 2699179-5241 $45,668.00 $45,668.00 $45,668.00 $15,831.57 $152,835.57 2699180-5241 $48,980.00 $48,980.00 $48,980.00 $16,979.73 $163,919.73 2699181-5241 $41,188.40 $38,930.40 $38,930.40 $13,495.87 $132,545.07 2699182-5241 $934.35 $1,156.35 $1,156.35 $731.95 $3,979.00 2699183-5241 $136,642.09 $135,677.96 $135,677.96 $47,460.38 $455,458.39 2699184-5241 $40,000.00 $40,000.00 $40,000.00 $6,584.79 $126,584.79 2699185-5241 $16,978.00 $19,978.13 $19,978.13 $6,925.75 $63,860.01 2699186-5241 $13,000.00 $13,000.00 $13,000.00 $8,573.21 $47,573.21 2699188-5241 $9,874.06 $9,874.06 $9,874.06 $9,874.06 $39,496.24 2699189-5241 $12,000.00 $12,000.00 $12,000.00 $4,160.00 $40,160.00 2699192-5241 $6,000.00 $6,000.00 $6,000.00 $2,080.00 $20,080.00 2699194-5241 $40,000.00 $40,000.00 $40,000.00 $13,866.67 $133,866.67 1019521-5241 $6,000.00 $6,000.00 $6,000.00 $2,080.00 $20,080.00 1049680-5241 $6,000.00 $6,000.00 $6,000.00 $2,080.00 $20,080.00 132
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2139175-5241 $89,000.00 $89,000.00 $89,000.00 $81,437.44 $348,437.44 2699182-5241 $222.00 $222.00 $222.00 $222.00 $888.00
2699185-5241 $2,036.00 $2,036.00 $2,036.00 $2,036.00 $8,144.00 2699177-5241 $3,417.00 $3,417.00 $3,417.00 $3,417.00 $13,668.00 2699184-5241 $747.00 $747.00 $747.00 $747.00 $2,988.00
2699176-5241 $1,220.00 $1,220.00 $1,220.00 $1,220.00 $4,880.00 Total $697,941.96 $697,941.96 $697,941.96 $294,406.37 $2,388,232.25

ATTACHMENTS

1. Notice of Exemption

2. Contract for Services
133
Notice of Exemption Appendix E
Revised 2011
To: Office of Planning and Research
P.O. Box 3044, Room 113
Sacramento, CA 95812-3044
County Clerk
County of: __________________
___________________________
___________________________
From: (Public Agency): ____________________________
_______________________________________________
_______________________________________________
(Address)
Project Title: ____________________________________________________________________________ Project Applicant: ________________________________________________________________________ Project Location - Specific:

Project Location - City: ______________________ Project Location - County: _____________________ Description of Nature, Purpose and Beneficiaries of Project:

Name of Public Agency Approving Project: _____________________________________________________ Name of Person or Agency Carrying Out Project: ________________________________________________ Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);

Declared Emergency (Sec. 21080(b)(3); 15269(a));

Emergency Project (Sec. 21080(b)(4); 15269(b)(c));
 Categorical Exemption. State type and section number: ____________________________________  Statutory Exemptions. State code number: ______________________________________________ Reasons why project is exempt:

Lead Agency
Contact Person: ____________________________ Area Code/Telephone/Extension: _______________ If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice of Exemption been filed by the public agency approving the project? 
Yes
No Signature: ____________________________ Date: ______________ Title: _______________________
Signed by Lead Agency
Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR: _______________ Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. 134
West Coast Arborists, Inc.

PAR24-284 – Tree Maintenance Services
Expires on 11/6/2027
1 5/2/24

CONTRACT FOR SERVICES
THIS CONTRACT is made on November 6, 2024, by and between the CITY OF WEST SACRAMENTO (“City”), and West Coast Arborists, Inc. (“Consultant”).

WITNESSETH:

WHEREAS, the City desires West Coast Arborists, Inc. to perform tree maintenance in the Community Facility Districts and other City properties per the contract; WHEREAS, the Consultant has presented a proposal for such services to the City, dated November 6, 2024, (attached hereto as Exhibit “A”) and is duly licensed, qualified and experienced to perform those services;
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in Exhibit “A”. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract.

B. Consultant enters into this Contract as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this Contract to bind the City in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, To the greatest extent permitted by law, Consultant and its employees, agents, and subcontractors shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
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C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT
A. The services of Consultant are to commence upon receipt of written notice to proceed from the City, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit “B” and terminate on November 6, 2027.

B. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3.

C. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract for two (2) additional one-year extensions in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the Council approved budget.

3. COMPENSATION:

A. The Consultant shall be paid at the completion of services for the actual fees, costs and expenses for all time and materials required and expended, but in no event shall total compensation exceed two million, three hundred eighty eight thousand, two hundred thirty two dollars and twenty-five cents ($2,388,232.25), without City’s prior written approval.

Consultant's fees shall be as specified in the Schedule of Fees, which is attached hereto an incorporated herein as Exhibit "C".

B. Said amount shall be paid upon submittal of monthly billing showing completion of the tasks that month. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings.

If Consultant’s performance is not in conformity with the Schedule of Performance, payments may be delayed or denied, unless the Consultant’s failure to perform in conformity with the Schedule of Performance is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 5.

C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

4. TERMINATION:

A. This Contract may be terminated by either party, provided that the other party is given not less than 30 calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract. 136
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C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 5.

7. PROPERTY OF CITY:

A. It is mutually agreed that all materials prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

B. Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Consultant hereunder (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.

8. COMPLIANCE WITH ALL LAWS:

A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. It shall be City’s responsibility to obtain all rights of way and easements to enable Consultant to perform its services hereunder.

Consultant shall assist City in providing the same.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, 137
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and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

C. The work contemplated under this Contract is a public work for the purposes of Labor Code section 1720, and is subject to the payment of prevailing wages. Accordingly, Consultant shall comply with the provisions of Exhibit "D".

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.

C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the 138
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performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:

Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

Consultant shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Consultant's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Contract except such loss or damage caused by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this Contract.

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Contract, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than A VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the 139
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City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Contract. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Worker’s Compensation and Employer’s Liability Insurance

a. Worker’s Compensation - Insurance to protect the Consultant, its contractors and subcontractors from all claims under Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (“Acts”), if applicable. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable state and Federal statutes and regulations.

The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents.
b. Consultant shall provide a Waiver of Subrogation endorsement in favor of the City, its officers, officials, employees, agents and volunteers for losses arising from work performed by the Consultant.

2. Commercial General Liability Insurance
a. The insurance shall be provided on form CG0001, or it’s equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per occurrence and $2,000,000 general and products/completed operations aggregates. b. The commercial general liability insurance shall also include the following:
i. Endorsement equivalent to CG 2010 0714 naming the City, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
ii. Endorsement stating insurance provided to the City shall be primary as respects the City, its officers, officials, employees and any insurance or self insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.
iii. Provision or endorsement stating that the Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
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3. Commercial Automobile Insurance
a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $1,000,000.00 per accident.
b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section

16.B.2.b).

4. Professional Liability. The Consultant and its contractors and subcontractors shall secure and maintain in full force, during the term of this Contract and for five years thereafter, professional liability insurance policies appropriate to the respective professions and the work to be performed as specified in this Contract. The limits of such professional liability insurance coverage shall not be less than $1,000,000 per claim.

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

17. MISCELLANEOUS PROVISIONS:

A. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

B. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation. 141
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C. Consultant shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant.

D. This Contract constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Contract. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of West Sacramento
David Culbertson, Senior Project Manager
1110 West Capitol Avenue
West Sacramento, Ca 95691
[email protected]

Consultant: West Coast Arborists, Inc.

Patrick Mahoney, President
2200 E. Via Burton Street
Anaheim, Ca 92806
[email protected]

F. This Contract shall be interpreted and governed by the laws of the State of California.

G. Any action arising out of this Contract shall be brought and maintained in Yolo County California, regardless of where else venue may lie.

H. In any action brought by either party to enforce the terms of this Contract, each party shall be bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.
[Signatures on following page]
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CITY OF WEST SACRAMENTO
By: __________________________
Amanda Berlin, Assistant City Manager
ATTEST:

By: _______________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

By: _______________________
Jeffrey Mitchell, City Attorney
WEST COAST ARBORISTS, INC.

By: _________________________
Patrick Mahoney, President
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EXHIBIT A
Consultant Proposal/Scope of Work

2. Scope of Work

2.1. Scope of Work
The following is a list of tasks that are intended to be the responsibility of the Contractor pursuant to this Request for Proposals ("Scope of Work ").

The selected firm shall serve as the City’s representative when designated. David Culbertson, Senior Project Manager shall oversee and facilitate the activities of the firm with other government agencies or city departments as needed. The selected firm shall provide professional services and expertise related to tree maintenance, including inventory, tree planting, and removal in compliance with the governing codes and applicable regulations.

The city implements a 4-year pruning cycle. See attached 4-year pruning cycle and maps. Work may include emergency work or storm damage clean up, tree planting, consulting and arborist reports, proposing projects for continued improvement of the urban forest.

The primary purpose of this contract is for the maintenance of the City’s trees and urban forest.

1. MATERIALS

1. All materials used shall conform to original plans, landscape specifications, or as approved by the City.

2. TREES

1. The contractor shall maintain and replace as needed, existing stakes and ties on all trees until such time as they are no longer needed for support, as determined by the City of West Sacramento. Stakes and ties shall be inspected monthly and/or more often as required by weather conditions. This inspection is to prevent girdling of trunks and branches and to prevent rubbing that causes bark wounds. Contractor shall be responsible for installation and maintenance of stakes. Contractor shall be responsible for replacement of existing stakes with another type of staking system such as “Guying” or “Reddy Stakes” as determined by the City of West Sacramento. All removed stakes, which are in good enough condition for re-use, shall be turned over to the City of West Sacramento.

2. Trees other than native oaks shall be checked annually and pruned during the dormant season as needed to insure proper growth in compliance with the following guidelines. Native oaks shall be checked annually and pruned during the summer months as needed to insure proper growth in compliance with the following guidelines. 144
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3. Qualified professional tree crew, which must include an ISA Certified Arborist as Foreman in charge, will do all pruning using recognized and approved methods and techniques.

All work shall conform to:

ANSI A300 Tree Care Standards
ANSI Z133 Safety Standard

4. Young trees shall be pruned to select and develop permanent scaffold branches that are smaller in diameter than the trunk or branch to which they are attached. Permanent branches shall have vertical spacing ranging from 12 to 48 inches with radial orientation so as to not overlay one another.

5. Under no circumstances will stripping of lower branches (“raising up”) of young trees be permitted. Lower branches shall be retained in a “tipped back” or pinched condition with much foliage as possible to promote caliper trunk growth, tapered trunk. Lower temporary branches may be removed only after the tree canopy is able to shade the trunk during the late afternoon.

6. All tree canopies shall be thinned when necessary to prevent wind and storm damage.

7. Pruning of trees shall be done as needed to achieve the following:

1. To maintain a sound structure and an aesthetically pleasant form, particularly to correct deformation caused by wind, vandalism or mechanical damage.

2. To raise the lower branches of trees to meet ADA requirements wherever they overhang walkways.

3. Raise all lower branches to 13.5 feet over roadways, 8 feet over sidewalks, and 5 feet from street and pathway lights.

4. To cut back branches that are rubbing on walks, fences, and buildings.

5. To remove suckers, waterspouts, and other undesirable growth on trees.

6. To remove all dead or damaged branches.

7. The Contractor shall be responsible for removal and disposal of any dead trees (including stumps) up to 4 inches dbh (13 inches circumference).

8. Planting:
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1. In general, planting season shall begin October 1st and end April 1st.

2. METHOD OF PERFORMING WORK

1. Planting pit shall be dug one and a half times the width and the same depth of the root ball. Before placing the tree in the planting pit Contractor shall examine root ball for injured roots and canopy for broken branches.

Damaged roots should be cleanly cut off at a point just in front of the break. Broken branches should be cut out of the canopy making sure that the branch collar is not damaged.

2. Tree shall be placed in the planting pit with its original growing level (the truck flare) at the same height of the surrounding finish grade. In grasscovered parkways, the top of the root ball shall be level or slightly higher than the surrounding soil. In a concrete tree well, the root ball shall be 3 inches below the level of the finished surface of the concrete.

3. Backfill material shall be with native soil. Eliminate all air pockets while backfilling the planting pit by watering the soil as it’s put into the hole.

Soils shall not be compacted by tamping it down by foot. Trees are not to be planted in root grindings.

4. Trees that are planted in open space areas shall have a 4” to 6” high water retention basin built around the tree capable of holding at least 10 gallons of water. In a concrete tree well, soil should be raked against the edge of the concrete to create a sloping basin. Immediately after planting, the tree shall be watered thoroughly by filling the water retention basin twice.

5. All trees shall be staked with two wooded lodge poles and two ties per pole unless instructed otherwise. Minimum size of lodge poles shall be 8- foot long, with a 1 ½-inch diameter. Tree ties shall be placed at 2/3 of the trunk height.

6. In some cases, root barriers may be required. The Tree Supervisor will make this determination. Should a root barrier be required, the Contractor will install a mechanical barrier that redirects root growth downward, eliminating the surface rooting that damages expensive hardscapes and creates a hazard. The barrier shall be twelve inches (12”) in depth and sixty feet (60’) in length and placed in a circular fashion surrounding the tree’s root system. Root barriers shall be included in the unit price of the trees.

7. Center the tree between the sidewalk and curb.

8. Trees planted in grass streetscapes shall have a square planter established around them. The planter will be lined on two sides by wood 146
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2x4’s, held in place with wood stakes, which extend from the sidewalk to the curb. Planter shall also be mulched with Recycled Mocha Mulch from Greenwaste (Florin Perkins) or an approved substitute.

9. Clean up all trash and any soil or dirt spilled on any paved surface at the end of each working day.

3. MAINTENANCE PROGRAM

1. Water the tree upon planting, and a second time with in within 3-10 days of planting. Check new trees at least once a month for first three months for condition and health. Report any issues in tree establishment to the City. As needed, re-condition the water retention basin built around the tree, stake or re-stake, adjust tree ties and Arbor-Guards for the term of the contract.

4. NURSERY STOCK

1. All trees shall be of good nursery stock that adheres to the Guideline Specifications for Nursery Tree Quality as described in the website of the Urban Tree Foundation. Trees shall be free from pests, disease and structural defects.

6. 3. TREE REMOVAL SPECIFICATIONS

1. Removal shall be conducted in good workmanlike manner in accordance with the standards of the arboricultural profession. The Contractor shall be responsible for contacting Underground Service Alert (USA) 811 for the locating of underground utilities prior to stumping operations. All trees shall be measured at four inches above finish grade level to determine its size.

4. REMOVAL OF STUMPS AND SURFACE ROOTS

1. All tree stumps must be removed to at least 18 inches below the lowest soil level adjacent to the stump, or until deep roots are no longer encountered. The Contractor shall grind the stump a minimum distance of 1 ½ feet either side of the outer circumference of the stump, or until surface roots are no longer encountered.

2. Stumps should be cut low enough to the ground where routing can be done safely. This may be accomplished by cutting the stump at the time of grinding, or at the time of tree removal.
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3. Grindings should be removed from the site with the exception of those used to backfill the stump.

5. SPECIFICATIONS FOR “EMERGENCY / ON CALL WORK”

A. The Contractor shall be required to provide emergency / on call response to hanging limbs, wind damaged or down trees. This may be at night or during storm conditions. The Contractor will be given specific locations and the work to be done at each location via telephone call from a city authorized representative. The Contractor shall be required to start the work indicated within one hundred ninety (90) minutes of the initial telephone call and report back to the City Representative upon completion of the work specified.

B. The Contractor is required to provide 24-hour emergency phone numbers and names of a minimum of two (2) contact individuals within two weeks of award of contract. Should the phone number or contact person change during the course of the contract those changes must be provided to the City.

C. The Contractor shall be required to provide a traffic control plan to submit to the City for approval and implement all traffic control required during his emergency operations. Should the work involve any high voltage lines the Contractor shall be required to notify the responsible utility company.

D. Work performed under the emergency provision of this contract shall be paid for on a per crew hour basis. This shall include all labor, tools, equipment, disposal fees, and materials necessary for doing the emergency work.

6. VANDALISM

A. Any acts of vandalism shall be reported immediately to the City of West Sacramento, shall be appropriately remedied by the contractor after notification has been submitted to the City of West Sacramento, repair cost agreed upon, and permission obtained in writing.

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Contractors will response within 24 hours after being notified by the City of West Sacramento of vandalism.

7. DISPOSAL OF MATERIALS

A. All tree branches produced as a result of the Contractor’s operations under this contract will be reduced, reused, recycled, and/or transformed. Included in the monthly billing for tree maintenance the city will receive a green waste report detailing the number of debris recycled and the location. This report to be used for compliance with Assembly Bill 939.

8. INSPECTION

A. The Tree Supervisor shall, at all times, have access to the work and shall be furnished with every reasonable facility for ascertaining full knowledge respecting the progress, workmanship, and character of materials and equipment used and employed in the work.

B. The inspection of the work shall not relieve the Contractor of any of his obligation to fulfill the contract and/or complete the project described. Defective work shall be made good notwithstanding the fact that such defective work may have been previously overlooked by the Tree Supervisor and accepted for payment.

9. BROCHURES & NOTICES

A. Contractor will provide and distribute door hangers that are acceptable to the Tree Supervisor that describe the tree maintenance process and are readily accessible to the citizens of West Sacramento. Sample brochures must be approved by the city prior to issuance.

B. Contractor is responsible for the posting and removing of no parking signage and working with residents on ensuring the work area is clear.

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10. SAFETY
A. Contractor shall conform to all of the City ‘s traffic safety requirements and operating rules at all times while this contract is in effect.

B. The Contractor shall be required to provide a traffic control plan to submit to the City for approval and implement all traffic control required during maintenance operations. Contractor will be responsible for supplying and using all safety equipment necessary to close or delineate traffic lanes to through traffic. This is to include a high visibility Arrow Board/s as necessary.

C. Illuminated arrow boards, sign stands, delineators and/or cones shall be used to identify work site for vehicular and pedestrian safety.

Provide the City of West Sacramento with a record keeping system consisting of a tree inventory software program (“TISP”) that allows the city to maintain information about its tree population, including the description of each tree by species, height, diameter, work history, and tree & planting site location.

Applicants must be registered with California Department of Industrial Relations (DIR), hold a California Contractor’s License C-49, have a Certified Arborist on staff while performing maintenance, ability to create traffic control plans, and have previous work experience with other Public Agencies.

2.2. Standard Specifications
Arborists and other workers engaged in arboricultural operations shall refer to the following standards:

ANSI A300 Tree Care Standards
ANSI Z133 Safety Standard

2.3. Equipment and Supplies
The Contractor shall furnish all tools, materials, supplies, and equipment to perform the tasks outlined in the Scope of Work. This includes appropriate traffic control, signage, and posting.

2.4. Environmental Requirements
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Disposing of Organic Waste
Contractor shall maintain source separated organic waste and landscape debris from other waste generated during the course of the services provided to the City. Contractor shall haul all source separated organic waste to an Approved Organic Waste Recycling Facility that may include a compostable material handling operation or facility, a transfer/processing operation or facility, or a solid waste landfill that recycles organic waste.

Contractor shall keep a record of the amount of organic waste delivered to each Approved Organic Waste Recycling Facility. Records shall be provided to and on a schedule to be determined by the City. The records may include:
• Delivery receipts and/or weight tickets from the entity accepting the waste. • Amount of material (in cubic yards or tons) transported by the Contractor to each operation or facility.
• If the material is transported to an operation or facility that does not have scales on-site or employs scales incapable of weighing the Contractor’s vehicle in a manner that allows it to determine the weight of waste received, the Contractor is not required to record the weight of material but shall keep a record of the entities that received the organic waste.

Procurement of Compost and Mulch
• Contractor shall act as a Direct Service Provider for the City when procuring Recovered Organic Waste Products such as compost and mulch as part of their landscape maintenance program. All compost and mulch procured for City landscape maintenance projects shall be SB1383 approved and meet or exceed physical contamination standards.
• Contractor shall provide to the City, based on a pre-approved schedule, all invoices or similar records evidencing procurement of SB1383 Eligible Compost and Mulch.

Invoices should include the name, physical location, and contact information of each operation or facility from whom the recovered organic waste products were procured.

Definitions
• “Approved Organic Waste Recycling Facility” means:
o A compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under 14 CCR Division 7; o A transfer/processing facility or transfer/processing operation as defined in 14 CCR Sections 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR Division 7; or
• A solid waste landfill as defined in Public Resources Code Section 40195.1 that is permitted under 27 CCR Division 2.
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• “Direct Service Provider” means a person, company, agency, district, or other entity that provides a service or services to Jurisdiction pursuant to a contract or other written agreement.
• “Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, yard trimmings, organic textiles and carpets, lumber, wood, Paper Products, Printing and Writing Paper, manure, biosolids, digestate, and sludges. • “Recovered Organic Waste Products”:means products made from California, landfilldiverted recovered Organic Waste processed at a permitted or otherwise authorized operation or facility.
• “SB1383”means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, establishing methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants, as amended, supplemented, superseded, and replaced from time to time.
• “SB1383 Eligible Compost and Mulch” means compost or mulch produced at an Approved Organic Waste Recycling Facility.
• "Source Separated Organic Waste" means organic waste that is placed in a container that is specifically intended for the separate collection of organic waste by the generator.

2.5. Term of Contract
The initial term of the Contract is at the City's discretion and may be up to 3 years. The City also reserves the right to extend the Contract for up to 2 additional 1-year terms (individually, “Extension”) upon the same terms and conditions as parties agreed to in the Contract. Thus, parties agree the Contract may be for a total of 5 years upon the same terms and conditions as parties agreed in the Contract.

Notwithstanding the foregoing, the City is not obligated to extend the Contract for any amount of time. If there is outstanding work within the Scope of Work at the end of the term of the Contract and the City requires time to solicit for and secure an alternative contractor, Contractor shall continue to provide the services within the Scope of Work on a month-to-month basis, not to exceed six (6) months, at the same cost, terms, and conditions in effect at the termination of the Contract. The City shall give Contractor at least thirty (30) days written notice of such a need and the anticipated timeline to secure an alternative contractor. 152
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EXHIBIT B
Schedule of Performance
Contract Start Date 11/6/2024
Contract End Date 11/6/2027
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EXHIBIT C
Schedule of Fees
Schedule of Fees
Line Item Description Quantity Unit of Measure Unit Cost Total 1 Tree Pruning 0-6 DSH 1 Each $65.00 $65.00
2 Tree Pruning 7-15 DSH 1 Each $130.00 $130.00
3 Tree Pruning 16-23 DSH 1 Each $260.00 $260.00
4 Tree Pruning > 23 DSH 1 Each $465.00 $465.00
5 Tree & Stump Removal 0-35 DSH 1 Inch $50.00 $50.00
6 Tree & Stump Removal 36+ DSH 1 Inch $95.00 $95.00
7 Stump Only Removal 1 Inch $25.00 $25.00
8 Plant 15 Gal tree 1 Each $250.00 $250.00
9 Plant 24" Box Tree 1 Each $450.00 $450.00
10 Installation of root barrier at time of planting 1 Each $150.00 $150.00 11 Stake Replacement - Lodgepole 1 Each $15.00 $15.00
12 Stake Replacement - Reddy Stake 1 Each $35.00 $35.00 13 Weed/Pest Control - per applicator 1 Hourly $115.00 $115.00 14 Arborist Services 1 Hourly $135.00 $135.00
15 Specialty Equipment Rental 1 Hourly $125.00 $125.00
16 Crew Rental - per person 1 Hourly $115.00 $115.00
17 Emergency Response - per person 1 Hourly $145.00 $145.00 18 Cost to dump and spread chip mulch in open
spaces within the City 8 Cubic yards $25.00 $200.00
Sales Tax (@ 8.25%) $0.00
Total $2,825.00
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EXHIBIT D
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONSULTANTS
By:

Patrick Mahoney, President
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EXHIBIT E

LABOR COMPLIANCE

1. PREVAILING WAGE
A. The Work contemplated herein constitutes a public work within the meaning of Labor Code sections 1720 and 1771. It shall be mandatory upon the Consultant and upon any Subcontractor, to pay not less than the said specified prevailing rates of wages to all workers employed by them under the Contract in accordance with Labor Code section 1774. The Director of the Department of Industrial Relations ("DIR") of the State of California has determined the general prevailing rate of wages of per diem wages in the locality in which the work is to be performed for each craft or type of worker needed to execute the Contract. The Consultant acknowledges that it has examined the prevailing rate of per diem wages as established by the DIR. Copies of the current schedules for prevailing wages are on file at City Hall, and the contents of those schedules are incorporated herein as if set forth in full. The Consultant shall post a copy of the applicable prevailing wage determinations at each job site, along with any other work place posters required by law.

B. The City will not recognize any claims for additional compensation because of the payment of prevailing wages. The possibility of wage increases is one of the elements to be considered by the Consultant in determining its proposal, and will not under any circumstances be considered as the basis of a claim against the City.

C. By executing this Contract Consultant warrants that it has registered with the Department of Industrial Relations in accordance with Labor Code section 1725.5.

2. PREVAILING WAGE RECORDS
A. The Consultant and each subcontractor shall keep an accurate payroll record which shows the name, address, social security number, correct work classification (in accordance with the wage decision), both straight and overtime worked each day and week, and hourly rate of pay, gross wages earned, deductions made and net wages paid to each journeyman, apprentice, worker or other employee paid by the Consultant /subcontractor in connection with the Work. These payroll records shall be certified and shall be made available at Consultant's principal office. These records shall be maintained during the course of the Work.

The Consultant and all subcontractors shall make the certified payroll records available for inspection by City representatives upon request and shall permit such representatives to interview employees during the work hours on the job site.

B. The City shall notify the Consultant in writing of any discrepancies or violations that are discovered during such inspections. Written notification pursuant to this Section shall include the actions that will be necessary to resolve the discrepancies and/or violations. The Consultant shall be held entirely responsible for the prompt resolution of all non-compliances with the prevailing wage laws, including those pertaining to all subcontractors and any lower-tier subcontractors. The Consultant shall forfeit as penalty to the City the amount specified by law for each calendar day or portion thereof for each worker (whether employed by the Consultant or any subcontractor) paid less than the stipulated prevailing rates for any work done under the Contract in violation of the provisions of the Labor Code and in particular, Section 1775. 156
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C. To the extent applicable, Consultant and subcontractors shall maintain and furnish to the Department of Industrial Relations ("DIR"), a certified copy of each weekly payroll (but no less often than monthly), with a statement of compliance signed under penalty of perjury. Such certified payroll reports shall be transmitted electronically to the DIR.

D. The City will not recognize any claims for additional compensation because of the payment of the prevailing wages. The possibility of wage increases is one of the elements to be considered by the Consultant in entering into the Contract, and will not under any circumstances, other than delays caused by the City, or the City’s agents, be considered as the basis of a claim against the City.

3. Labor Discrimination
Attention is directed to Section 1735 of the Labor Code, which reads as follows:
“No discrimination shall be made in the employment of persons upon public works because of their race, color, national origin or ancestry, physical handicap, mental condition, marital status, or sex of such person, except as provided in Section 12940 of the Government Code, and every General Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter.”
4 Eight-Hour Day Limitation
(a) In accordance with the provisions of the Labor Code, and in particular, Sections 1810 to 1815 thereof, inclusive, incorporated herein by reference, eight hours labor shall constitute a day's work, and no worker in the employ of Consultant, or any Subcontractor, doing or contracting to do any part of the work contemplated by the Contract, shall be required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of those provisions; provided that subject to Labor Code Section 1815, a worker may perform work in excess of either eight (8) hours per day or forty (40) hours during any one week upon compensation for all hours worked in excess of eight (8) hours per day or forty (40) hours during any one week at not less than one and one-half times the basic rate of pay.
(b) The Consultant and each Subcontractor shall also keep an accurate record showing the names and actual hours worked of all workers employed by them in connection with the Contract. This record shall be open at all reasonable hours to the inspection of the City. It is hereby further agreed that, except as provided in (a) above, the Consultant shall forfeit as a penalty to the City the sum of twenty-five dollars ($25) for each worker employed in the performance of the Contract by the Consultant or by any of its Subcontractors for each calendar day during which such worker is required or permitted to labor more than eight (8) hours in and one calendar day and forty (40) hours in any one calendar week in violation of Sections 1810 through 1815.

5. Compliance with State Requirements for Employment of Apprentices (a) The Consultant's attention is directed to Section 1777.5 of the Labor Code.

Provisions of said Section pertaining to employment of registered apprentices are hereby incorporated by reference into this Contract. As applicable, the Consultant or any Subcontractor 157
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employed by the Consultant in the performance of this Contract shall take such actions as necessary to comply with the provisions of Section 1777.5. 158

CITY COUNCIL AGENDA REPORT
MEETING DATE: November 6, 2024 ITEM # 11
SUBJECT:

CONSIDERATION OF ADOPTION OF RESOLUTION 24-109 AMENDING THE CAPITAL

IMPROVEMENT PROGRAM (CIP) BUDGET FOR THE POLICE DEPARTMENT ACCESS CONTROLS SYSTEM UPGRADE (CIP 52077)
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Timothy Spinelli, Senior Project Manager
Capital Projects Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to provide the City Council with sufficient information to adopt Resolution 24-109 amending the Capital Improvement Budget for the Police Department Access Controls System Upgrade project (CIP 52077) located at 550 Jefferson Blvd.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1) Adopt Resolution 24-109 to amend the Capital Improvement Program Budget for the Police Department Access Controls System Upgrade Project (CIP 52077); and 2) Approve appropriation of $45,000 from the General Facilities Fund (208) to CIP 52077.

BACKGROUND
The Police Department Headquarters has been located at 550 Jefferson Boulevard since 1995. The access control system secures the Police Department Headquarters using card readers to allow or deny access for all locked doors in the facility. A capital project request for the system upgrade was created in January 2023 and was approved by the City Council for fiscal year 2023/24. On June 5, 2024, the City Council approved an emergency contract with RFI Communications and Security Systems to replace the entire access control system to meet the current industry standard and integrate with the rest of the City’s access control systems.

ANALYSIS
The original project budget of $75,000 was estimated in January 2023 using a general scope for replacement of the access controls system. In June 2024, when the system failed and an emergency contract for repair was approved, a revised scope of work was quoted at $82,374. An additional $25,000 of funding was requested to cover the expense of the contract, contingencies, staffing costs, and other project expenses. Due to the complexity of the project which involved software upgrades, reprogramming the access card system, and requiring significant staff time, the project expenses have exceeded the estimated budget.

Environmental Considerations
This action is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
N/A
Strategic Plan Integration
N/A
Alternatives
The Council’s primary alternatives are summarized below:
1) Approve the recommended action as stated above;
2) Delay or revise the recommended action; or
3) Not approve the recommended action.
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