General Plan
The City’s General Plan guides the future development of the City and the last comprehensive update that included land use changes was approved by the City Council in 2016. The properties that make up the River Park project include a variety of land uses including Rural Residential, Low Density Residential, Medium Density Residential, High Density Residential, Commercial, Recreation and Parks, Open Space and Public/ QuasiPublic. The General Plan land uses provide for approximately 4,050 residential dwelling units within the project site if developed at the maximum density. However, DA Section 19.4 limits the number of residential dwelling units to 2,284.
Government Code Section 65867.5 and West Sacramento Municipal Code Section 17.43.070 require the City Council to find that a development agreement is consistent with the General Plan. The Third Amendment extends the term of the existing DA by two years and makes no other change. It does not amend the General Plan, change any land use designation, alter the permitted uses or the density or intensity of development, or modify any obligation of the landowner. The project site retains the General Plan designations described above, and the DA’s limit of 2,284 residential units remains. Extending the term preserves the landowner obligations negotiated in 2008 while the City processes the requested modifications and renegotiates the DA. On June 4, 2026, the Planning Commission found the proposed extension consistent with the goals, policies, and implementation programs of the General Plan (Resolution 26-5PC). Staff recommends the City Council make the same finding.
ANALYSIS
On August 19, 2026, the City Council conducted a duly noticed public hearing on the proposed DA Amendment and introduced Ordinance 26-5. The Ordinance was incorrectly numbered as 26-57 and has been updated to 26-5 for second reading. The item now returns to the City Council for second reading and adoption. The action before the City Council is limited to a two-year term extension. No project modifications are being approved, considered, or recommended through this action. The proposed DA Amendment would extend the existing DA’s term for an additional two years, setting the new expiration date as July 18, 2028. This extension will preserve the status quo and allow staff and the current landowner to renegotiate the DA to reflect current policy objectives while processing the requested entitlements. This way, a comprehensive package can be brought before the Planning Commission and City Council for consideration.
Extending the DA preserves the obligations required of the developer that could not otherwise be attained through typical entitlements such as conditional use permits and subdivision maps. It is important to note that even if the DA were to expire, the project could still proceed based on existing zoning. Highlights of these DA obligations are provided below:
6.2 Vesting Tentative Maps
Any vesting tentative map filed in connection with the project will not vest the project landowner in any rights with respect to any matter that is identified in the DA. This DA does not provide the project landowner with any fee vesting.
10.1 Master Affordable Housing Agreement
Prior to the approval of the first residential small lot tentative subdivision map, or the first use permit, zoning administrator permit, design review approval, or building permit for a land use not requiring a small lot tentative map, the parties shall enter into a Master Affordable Housing Agreement to the City's satisfaction in accordance with the provisions of Chapter 15.40 (the "Inclusionary Housing Ordinance"), in general, and Section 15.40.110, in particular, of the West Sacramento Municipal Code.
Traffic Improvements (Exhibit H)
• Landowner required to Install a traffic signal at the Jefferson Boulevard/Davis Road intersection. • Landowner required to reconstruct Davis Road to latest Rural Road Standards, both within the Project and to the west of Project to Jefferson Blvd., including traffic calming measures. • Landowner required to redesign and reconstruct Davis Road/Gregory Avenue/Jefferson Blvd.
Intersection.
12.6.2 South River Road (Mike McGowan) Bridge Project
Landowner is required to pay their fair share cost for the design and construction of the South River Road bridge (McGowan Bridge). Because this bridge has already been constructed these funds could be redirected to the design of the Enterprise Crossing.
15.1 Public Safety
114
Second Reading of Ordinance 26-5 Regarding Amendment to the River Park Development Agreement September 9, 2026
In order to pay the start-up costs for one public safety officer for all three shifts for the first five years, Landowner shall pay $330,000 per year for five years, payable over five annual installments. The first installment shall be paid prior to issuance of the first building permit for the third phase of the Project (as described in Exhibit C), and the subsequent four installments shall be paid no later than each annual anniversary date thereafter. Landowner acknowledges that the City may adjust the $330,000 amount to account for inflation based upon the Consumer Price Index for the region. If the parties mutually agree, a CFD (or other financing mechanism acceptable to the City) may be established to finance said public safety officer position.
15.2 School Dedication
Landowner shall enter into a mitigation agreement with the Washington Unified School District ("the WUSD"), to the satisfaction of the WUSD, for the phasing and development of school facilities to serve the Project. Prior to issuance of a building permit for the Project, Landowner shall provide the City with evidence of the fully executed mitigation agreement.
15.4 Enhanced Transit System
Prior to the approval of the first small lot final map for the Project, Landowner shall participate in a phased funding mechanism to finance capital costs for an enhanced transit system, which Landowner's contribution is initially estimated at one million seven hundred thousand dollars ($1,700,000), and participate in a phased financing mechanism for annual operating costs, initially estimated at six hundred thousand dollars ($600,000). Adjusted for inflation this is approximately $2,413,000 and $851,000 annually. The assessment district shall include the Project and any other projects as bound between Jefferson Boulevard, the Sacramento River, and the barge canal, for an enhanced Southport-wide transit system upon City adoption. The Comprehensive Land Use Phasing Plan (Exhibit C) shall address the timing and/or phasing of such mechanism. Landowner acknowledges that the City may adjust the amounts to account for inflation based upon the Consumer Price Index for the region, and further acknowledges that the City may request during the term of this Agreement that the Comprehensive Land Use Phasing Plan (Exhibit C) be amended to account for Landowner's fair share of transit costs. 16 Rural Residential Setback
A thirty (30) foot minimum building setback shall apply for parcels within the Project that are immediately adjacent to the existing rural residential lands on the south side of Davis Road.
19.4 Limitation on Number of Units
Landowner acknowledges and agrees that the development of this Project shall not exceed 2,284 residential units. Landowner expressly waives its rights under the Development Agreement Law to request an amendment to this Agreement or the Project Approvals for the purpose of increasing the number of units for this Project to more than 2,284 residential units.
With the Governor’s signing of the Housing Crisis Act of 2019 (SB 330), local government’s review authority over qualifying housing projects has been significantly reduced. Since the project site is already zoned for single family and multifamily residential uses, there is less incentive for a project applicant going forward to request a DA that includes providing negotiated fees and exactions, such as what is in the River Park DA and identified above. SB 330 provides that a qualifying housing development project is only subject to the ordinances, policies, and standards adopted and in effect when a “preliminary application” is submitted, which occurs at the outset of the entitlement process. Development impact fees, charges, or other monetary exactions are also vested at that same time for the life of the project. Additionally, SB 330 provides that no more than five public hearings, including continued hearings and appeals, may be held on a project after an application for a qualified housing development project is deemed complete. Parcels of land where housing is an allowable use may also not be downzoned, and general or specific plan land use designations may not be changed to a less intensive use unless there is an upzoning elsewhere in the City that would allow the equivalent number of dwelling units. Staff supports an extension of the existing DA in part because of this reduced review authority over housing projects under SB 330.
Environmental Considerations
As part of the project’s approval in 2008, an EIR (State Clearinghouse #2005062027) was prepared and certified to satisfy requirements of the California Environmental Quality Act (CEQA). Because the proposed action extends only the term of the existing Development Agreement and does not authorize any new development, modify the project description, or change the physical environment evaluated in the certified 2008 EIR, none of the conditions in CEQA Guidelines § 15162 requiring subsequent or supplemental environmental review are triggered, and the action is within the scope of the previously approved EIR. 115
Second Reading of Ordinance 26-5 Regarding Amendment to the River Park Development Agreement September 9, 2026
A Subsequent EIR is being prepared for the proposed project amendments and that updated environmental document will require public review and certification by the Planning Commission and City Council when the project amendments are heard by the City Council at a future date. The release of the Subsequent EIR for the proposed project amendments is anticipated later this year.
Commission Recommendation
The Planning Commission approved Resolution 26-5PC on June 4, 2026, that recommends the City Council adopt Ordinance 26-5 (See Attachment 5, Resolution 26-5PC). Originally staff proposed a one-year extension but the Commission revised the Resolution as part of their motion to recommend a two-year extension, which staff supports.
Strategic Plan Integration
Extension of the DA furthers the Council’s 2026 Strategic Plan Principle of Core Services and Infrastructure because it preserves the fiscal sustainability and infrastructure requirements for the River Park development project.
Alternatives
The Council’s primary alternative to the recommended action is to vote not to adopt Ordinance 26-5 regarding a proposed DA Amendment with Sun M Capital, LLC relating to future development known as the River Park project. Although staff do not recommend this alternative, staff is prepared to effectuate this alternative. The Council could also ask for additional information and have the item appear on a subsequent agenda.
Coordination and Review
This report was written and reviewed in coordination with the City Attorney’s office.
Budget/Cost Impact
Costs associated with review of the project are paid by the applicant via a reimbursement agreement.
ATTACHMENTS
1. Ordinance 26-5
2. River Park Location Map
3. River Park Development Agreement
4. Project Modifications Schedule
5. Resolution 26-5 PC
116
Second Reading of Ordinance 26-5 Regarding Amendment to the River Park Development Agreement September 9, 2026
117
Attachment 1
ORDINANCE 26-5
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO
APPROVING THE THIRD AMENDMENT TO DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF WEST SACRAMENTO AND SUN M CAPITAL, LLC, A
CALIFORNIA LIMITED LIABILITY COMPANY
The City Council of the City of West Sacramento does ordain as follows:
Section 1. Purpose And Authority. The purpose of this Ordinance is to amend that certain Development Agreement by and between the City of West Sacramento and Sun M Capital, A California Limited Liability Company, as successor to SCL West Sac Holdings LLC, dated June 18, 2008 (“Development Agreement”).
Section 2. Amendments. The City Council hereby approves an amendment to the Development Agreement according to the terms and provisions of the Third Amendment, attached hereto as Attachment A.
Section 3. Severability. If any provision of this Ordinance, or the application of any such provision to any person or circumstance shall be held invalid, the remainder of this Ordinance, to the extent it can be given effect, or the application of those provisions to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby, and to this end the provisions of this chapter are severable.
Section 4. Effective Date and Publication. This Ordinance shall take effect 30 days after its adoption, and pursuant to Resolution 99-46 was published in summary format prior to adoption, and a summary will be published within 15 days after adoption in a paper of general circulation published and circulated within the City of West Sacramento.
PASSED AND ADOPTED by the City Council of the City of West Sacramento this 9th day of September 2026, by the following votes:
AYES:
NOES:
ABSENT:
ABSTAIN:
__________________________________
Martha Guerrero, Mayor
ATTEST: APPROVED AS TO FORM:
__________________________________ __________________________________ Jennifer Cusmir, City Clerk Jeffrey Mitchell, City Attorney CODIFY ___ UNCODIFY __
118
Attachment A
THIRD AMENDMENT TO
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO
AND SUN M CAPITAL, A CALIFORNIA LIMITED LIABILITY COMPANY This THIRD AMENDMENT to the DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO AND SUN M CAPITAL, LLC dated June 18, 2008, is entered into by and between SUN M CAPITAL, LLC (“Developer”) and the City of West Sacramento, a municipal corporation (“City”) is entered pursuant to the authority of Government Code Sections 65864 through 65869.5 and shall be deemed to have an Effective Date of October 9, 2026.
RECITALS
This Third Amendment is predicated upon the following facts and findings:
A. The City and Developer entered into a Development Agreement on June 18, 2008 (“Development Agreement”) relative to the River Park project (the “Project”) as approved on that date by City Ordinance 08-06, a memorandum of which was recorded by the Yolo County Recorder on July 1, 2008 (Instrument #2008-0020526-0) and subsequently extended by an additional year on June 7, 2023 and an additional two years on July 17, 2024.
B. As approved in 2008, the Project encompassed approximately 452 acres. The Project is located in the southeast village of Southport and generally bound by the Clarksburg Branch Line Trail to the west, Davis Road to the north and the Sacramento River to the east and south. The project will support a balanced mix of land uses including approximately 2,284 residential uses in varying densities and a small commercial component.
C. The Property is now owned solely by one party, Sun M Capital, LLC, A California Limited Liability Company.
D. Section 19 of the Development Agreement provides for amendments to such Agreement pursuant to state law and the West Sacramento Municipal Code.
E. Over the course of the last several years, the real estate market has suffered, and the Project has been delayed for a variety of reasons.
F. As a result of these delays, Developer and the City wish to amend the Development Agreement for an extension to enable the Parties to evaluate the Project’s status, determine if any substantive changes to the Project are necessary to best serve the respective needs of the Parties, and to consider the timeline of the Project going forward.
G. To accommodate these evaluations, the Parties wish to extend the term of the Development Agreement for two years, until July 18, 2028.
H. On June 4, 2026, the Planning Commission conducted a public hearing on this Third Amendment and recommended approval to the City Council.
I. On August 19, 2026, the City Council conducted a public hearing on this Third Amendment and introduced Ordinance 26-5 (incorrectly numbered as 26-57). On September 9, 2026, the 119
City Council conducted the second reading and adopted Ordinance 26-5 approving this Third Amendment.
J. The Developer and the City both desire to amend Section 4.2 the Development Agreement to extend the Development Agreement, based on the conditions contained in this Third Amendment.
NOW THEREFORE, the parties agree to amend the Development Agreement as follows:
1. Amendment of Section 4.2. Section 4.2 of the Development Agreement shall be amended to read as follows:
“4.2 Term. The term of this Agreement shall commence on the Effective Date and shall end on July 18, 2028, unless said term is terminated, modified, or extended by circumstances set forth in this Agreement.
4.2.1 Tolling. The term of this Agreement shall be tolled if and for as long as City determines development within the Southport area is infeasible due to State, Federal, or local health and safety requirements; provided, however, that under this circumstance the term of this Agreement shall not be tolled for longer than five (5) years.
Following the expiration of the Term, this Agreement shall be deemed terminated and of no further force and effect, except as described in Section 23.”
2. Remainder of Provisions of Development Agreement. Except as expressly provided herein, nothing in this Third Amendment shall be deemed to waive or modify any of the other provisions of the Development Agreement.
3. Interpretation of Conflicts. In the event that any provisions of this Third Amendment conflict with the provisions of the Development Agreement, the terms of this Third Amendment shall prevail.
4. Memorandum of Third Amendment. Contemporaneously herewith, the City and Developer shall execute a notarized Memorandum of Third Amendment in the form attached hereto as Exhibit A, which Memorandum shall be recorded with the Yolo County Recorder. 120
IN WITNESS WHEREOF, this Third Amendment has been executed by the parties on the day and year first written above.
CITY OF WEST SACRAMENTO Sun M Capital
A municipal corporation A California Limited Liability Company By: ______________________ By: _________________________ Martha Guerrero, Mayor
Print Name: __________________
ATTEST:
By: ______________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:
KRONICK, MOSKOVITZ, TIEDMAN & GIRARD
A professional corporation
By: _______________________
Jeffrey Mitchell, City Attorney
121
EXHIBIT A
Memorandum of Agreement
122
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 GOVT CODE § 27383 SPACE ABOVE LINE FOR RECORDER’S USE ONLY
MEMORANDUM OF THIRD AMENDMENT TO
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO
AND SUN M CAPITAL, A CALIFORNIA LIMITED LIABILITY COMPANY THIS MEMORANDUM OF THIRD AMENDMENT TO DEVELOPMENT AGREEMENT is made this ___ day of ______, 2026, by and between the CITY OF WEST SACRAMENTO ("City") and SUN M CAPITAL ("Developer").
City and Developer are parties to that certain "RIVER PARK DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO AND SCL WEST SAC HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY," dated June 18, 2008, a memorandum of which was recorded July 1, 2008 (Instrument #2008-0020526-0) (the "Development Agreement"), which was assigned to and assumed by Developer effective April 25, 2011. The City and Developer are also parties to that certain “THIRD AMENDMENT TO
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO AND SUN M CAPITAL, A CALIFORNIA LIMITED LIABILITY COMPANY,” (“Third Amendment”) dated ________, 2026. The terms and conditions of the Third Amendment are incorporated herein by this reference. The Development Agreement as amended by the Third Amendment controls the development of the certain real property, including improvements thereto, situated in the County of Yolo, State of California, and described as follows:
SEE EXHIBIT “1”
Dated: ________________________
THE CITY OF WEST SACRAMENTO
By: ___________________________
Martha Guerrero, Mayor
Attest: ________________________
Jennifer Cusmir, City Clerk
Dated: ____________________________
Sun M Capital, LLC
By: _______________________________
Print name: ________________________
Title: _____________________________
123
Exhibit 1
Legal Description
124
River Park offers convenient access to West Sacramento neighborhoods and downtown Sacramento, north and northeast of the project area, respectively (see location map above). Directly east, across the Sacramento River, are the Sacramento neighborhoods of Land Park, Greenhaven, and the Pocket area; to the southeast are Elk Grove and the community of Florin. Unimproved agricultural and single-family residential areas are west and south of the project area.
The original Southport Framework Plan designated four quadrants, or “villages”: the Northeast, Northwest, Southeast, and Southwest Villages (see map above). River Park occupies most of the Southeast Village, the smallest of the four villages. Each village in Southport is being designed as a separate, internally cohesive community; all eventually will be connected by Village Parkway, which will circumnavigate Southport. As shown in the map, Village Parkway will be extended south past Lake Washington Boulevard into River Park, where it will turn west and connect to the existing Village Parkway at Jefferson Boulevard. Stonegate Drive will be extended from Linden Road south to the proposed Village Parkway extension, connecting River Park to Southport’s Northeast Village. South River Road, which borders River Park along the riverfront, connects River Park with Southport’s other three villages.
2.0 Location and Context
REGIONAL CONTEXT SOUTHPORT CONTEXT
Sacramento Int’l AirportPort of SacramentoSOUTHPORT FRAMEWORKPLAN AREARIVER PARKSacramento RiverProposed Village ParkwayYolo “Rails-to-Trails” ParkwayCity of West Sacramento Boundaryand the SOUTHEAST VILLAGE Northwest VillageNortheast VillageSouthwest VillageSOUTHEAST VILLAGE Location Map: City of West Sacramento
Southport Framework Plan Area
Village Boundary
Southport Framework Plan Area BoundaryProposed Major Roadways Existing Major Roadways
River Park Project Area Boundary
pg 10
Location and Context Design Guidelines
RIVER PARK Master Planned Village
Sacramento River
Yolo “Rails-to-Trails” Parkway
Jefferson Blvd.
Village Parkway
Deep Water Channel City of Sacramento
Stonegate Dr.
Bevan Rd.
Davis Rd.
Lk. Washington Blvd.
South River Rd.
Linden Rd.
REGIONAL CONTEX
T SOUTHPORT CONTEX
T
Downtown Sacramento
Attachment 2
125
ORDINANCE 08-5
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF WEST SACRAMENTO AMENDING THE WEST SACRAMENTO ZONING MAP
IN THE SOUTHEAST VILLAGE OF SOUTHPORT
WHEREAS, on May 1, 2008, the City of West Sacramento Planning Commission conducted a public hearing and adopted Resolution 08-04PC, recommending among other things, the City Council approve the Amendment to the Zoning Map.
The City Council of the City of West Sacramento does ordain as follows:
Section 1. Purpose and Authority. The purpose of this Ordinance is to amend the West Sacramento Zoning Map from 39.9 acres RE (Rural Estates), 10.4 acres RRA (Rural Residential Agricultural), 255.8 acres R1-B (Residential One-family), 13.7 acres R-2 (Residential One-family or Multi-family), 20 acres R-3 (Residential Multi-Family), 6.3 acres C-1 (Neighborhood Commercial), 0.1 acre C-W (Commercial - Water Related), 4.3 acres POP (Public/Quasi-public), 85.6 acres R-P (Recreation and Parks), 16.4 acres POS (Public Open Space), to 40.3 acres RRA (Rural Residential Agricultural), 103.5 acres R1-B (Residential One-family), 128.9 acres R-2 (Residential One-family or Multi-family), 33.3 acres R-3 (Residential Multiple Family), 6.0 acres C-1 (Neighborhood Commercial), 2.4 acres C-W (Commercial - Water Related), 8.0 acres POP (Public/Quasipublic), 44.1 acres RP (Recreation-Parks), 72.8 acres POS (Public Open Space), and 13.2 acres of planned roadways as depicted on attached Exhibit A for property located on a 452-acre site east of Yolo Shortline railroad corridor, south of Davis Road, and west and north of the Sacramento River levee (APNs 46-230-52; 46-250-01, -16; 46-260-01, -03, -05, -06, -14, -15; 46-270-29, -35). This Ordinance is authorized pursuant to Government Code Section 65853 through 65857 of the City of West Sacramento.
Section 2. Severability. If any provision or section of this Ordinance is determined to be unenforceable, invalid or unlawful, such determination shall not affect the enforceability of the remaining provisions of the Ordinance.
Section 3. Effective Date and Publication. This Ordinance shall take effect thirty (30) days after its adoption, and pursuant to Resolution 99-46, shall be published in summary format prior to adoption and a summary shall be published within fifteen (15) days after adoption in a paper of general circulation published and circulated within the City of West Sacramento.
PASSED AND ADOPTED by the City Council of the City of West Sacramento this 18th day of June, 2008, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Beers, Johannessen, Villegas, Cabaldon
None
Kristoff
None
Kryssankin, �� City Clerk
AUG 2 9 2008
Attachment 3
126
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PROPOSED
ZONING DESIGNATIONS
2.•
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'
T
EXISTING
ZONING DESIGNATIONS
� RIVER PARK
JU
10.♦
21>6.8
117
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18.4 127
ORDINANCE 08-6
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF WEST SACRAMENTO APPROVING
THE DEVELOPMENT AGREEMENT BETWEEN THE CITY AND
RICHLAND PLANNED COMMUNITIES
WHEREAS, on May 1, 2008, the City of West Sacramento Planning Commission conducted a public hearing and adopted Resolution 08-04PC, recommending among other things, the City Council approve the Development Agreement.
The City Council of the City of West Sacramento does ordain as follows:
Section 1. Purpose and Authority. The purpose of this Ordinance is to approve the Development Agreement between the City and Richland Planned Communities (Attachment 1 ).
This Ordinance is authorized pursuant to Government Code Section 65864 through 65869.5 and Resolution No. 88-111 of the City of West Sacramento.
Section 2 Findings. In adopting this Ordinance, the City Council makes the following findings:
(a) The proposed Development Agreement is consistent with the objectives, policies, general land uses, and programs specified in the General Plan and applicable specific plan; and
(b) The proposed Development Agreement will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area or detrimental to the general welfare of the residents of the City as a whole; and
(c) The proposed Development Agreement will not adversely affect the orderly development of property or preservation of property values; and
(d) The proposed Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5 and Resolution 88-111, as amended by Resolution 96-62; and
(e) The Planning Commission recommends approval of the Development Agreement; and Section 3. Severability. If any provision or section of this Ordinance is determined to be unenforceable, invalid, or unlawful, such determination shall not affect the enforceability of the remaining provisions of the Ordinance.
Section 4. Effective Date and Publication. This Ordinance shall take effect thirty (30) days after its adoption, and pursuant to Resolution 99-46, shall be published in summary format prior to adoption and a summary shall be published within fifteen (15) days after adoption in a paper of general circulation published and circulated in the City of West Sacramento.
PASSED AND ADOPTED by the City Council of the City of West Sacramento this 18th day of June, 2008 by the following votes:
AYES:
NOES:
ABSENT:
'JUL O 8 2008
Beers, Johannessen, Villegas, Gabaldon
None
Kristoff
128
Ordinance 08-6
Page2
ABSTAIN: None
ATTEST: AS TO FORM:
Kryssankin, City Clerk ��- !JI!)
CODIFY L UNCODIFY_
I, Kryss Rankin, City Clerk of the City of West Sacramento, do hereby certify that the foregoing ordinance was introduced at a meeting of the City Council held on May 21, 2008 and was adopted at a meeting held on June 18, 2008, by the vote noted below.
This ordinance has been published in accordance with the Government Code requirement.
AYES: Beers, Johannessen, Villegas, Gabaldon.
NOES: None.
ABSENT: Kristoff.
ABSTAIN: None .. ryssr{kin, City Clerk
129
OFFICIAL CITY BUSINESS
No recording fee
Government Code Section 6103
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Attn: City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
889284.10
·JUL O 8 2008
RIVER PARK DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF WEST SACRAMENTO
AND
SCL WEST SAC HOLDINGS, LLC
130
TABLE OF CONTENTS
Page
RECITALS ................................................................................................................................... 1
1. AUTHORIZATION ............................................................................................................ 1
2. PUBLIC HEARING ........................................................................................................... 1
3. ENVIRONMENTAL REVIEW ........................................................................................... 1
4. NEED FOR SERVICES AND FACILITIES ....................................................................... 1
5. CONTRIBUTION TO COSTS OF FACILITIES AND SERVICES ..................................... 1
6. PUBLIC BENEFITS .......................................................................................................... 2
7. Landowner Assurances .................................................................................................... 2
8. Consistency With General Plan And Southport Framework Plan .................................... 2 DEFINITIONS .............................................................................................................................. 2
1. Definitions ........................................................................................................................ 2
1.1. Adopting Ordinance ......................................................................................................... 2
1.2. Agreement ........................................................................................................................ 2
1.3. CEQA ............................................................................................................................. 2
1.4. CFO ............................................................................................................................. 3
1.5. 1.6.
1.7. 1.8.
1.9. City ............................................................................................................................. 3 City Manager .................................................................................................................... 3 Collective Standards ........................................................................................................ 3 Development Agreement Law .......................................................................................... 3 Effective Date ................................................................................................................... 3
1.10. EIR ............................................................................................................................. 3
1.11. Existing Land Use Regulations ........................................................................................ 3
1.12. Existing Plus Approved .................................................................................................... 4
1.13. Fee ............................................................................................................................. 4
1.14. General Plan .................................................................................................................... 4
1.15. Improvement .................................................................................................................... 4
1.16. Infrastructure .................................................................................................................... 4
1.17. Landowner ....................................................................................................................... 4
1.18. Law ............................................................................................................................. 4
1.19. Mitigation Measures ......................................................................................................... 4
1.20. Mitigation Monitoring and Reporting Program .................................................................. 4
1.21. Non-Project Specific ......................................................................................................... 4
1.22. Planning Commission ...................................................................................................... 4 889284.10
'JUL O 8 ?nnR
131
TABLE OF CONTENTS
(CON'T)
Page
1.23. Project ............................................................................................................................. 4
1.24. Project Approvals ............. ............................................................................................... 5
1.25. Property ............................................................................................................................ 5
1.26. Public Works and Community Development Director or Director ..................................... 5
1.27. Reserved Powers ............................................................................................................. 5
1.28. Southport area ................................................................................................................. 5
1.29. Southport Framework Plan .............................................................................................. 5
1.30. Successor or Successor in Interest.. ................................................................................ 5
1.31. Vested Right. .................................................................................................................... 5 TERMS AND CONDITIONS ........................................................................................................ 6
1. Incorporation of Recitals .................................................................................................. 6
2. Relationship of City and Landowner ................................................................................ 6
3. Representations, Warranties and Acknowledgments ...................................................... 6
3.1 Title to Property .................................................................................................... 6
3.2 Authority ............................................................................................................... 6
3.3 Brokers ................................................................................................................. 6
3.4 Procedures and Requirements ............................................................................. 6
4. Effective Date and Term .................................................................................................. 6 4 .1 Effective Date ....................................................................................................... 6
4.2 Term ..................................................................................................................... 6
4.2.1. Tolling ........................................................................................................ 6
4.2.2. Extension .................................................................................................. 7
4.2.3. Expiration .................................................................................................. 7
4.3 Automatic Termination upon Completion and Sale of Individual Lots .................. 7
4.4 Termination by Mutual Consent.. .......................................................................... 7
4.5 Effect of Termination ............................................................................................ 7
5. Project Approvals and Vested Rights ............................................................................... 8
5.1 Project Approvals ................................................................................................. 8
5.2 Reserved Powers Relating to Project Entitlements and Approvals ...................... 8
5.3 Meet and Confer ................................................................................................... 9
5.4 Further Reviews ................................................................................................... 9
5.5 Referendum .......................................................................................................... 9
6. Subdivision Maps ............................................................................................................. 9
6.1 Term of Tentative Subdivision Maps .................................................................... 9 889284.10 ii
1JUL O 8 2008
132
TABLE OF CONTENTS
(CON'T)
Page
6.2 Vesting Tentative Maps ...................................................................................... 10
7. Applicable Rules, Regulations, Fees and Official Policies ............................................. 10 7 .1 Rules Regarding Design and Construction ........................................................ 10
7.2 Building Codes Applicable .................................................................................. 10
7.3 Fees, Dedications, Assessments and Taxes ..................................................... 10 7 .3.1. Waiver of Fee Establishment Procedures .............................................. 10 7 .3.2. Processing Fees and Charges ............................................................... 10 7 .3.3. Fees for Library Facilities and Civic Center Additions ............................ 10
7.3.4. Development Impact Fees, Exactions and Dedications ......................... 11 7 .3.5. Exhibits Not Exclusive ............................................................................ 11
7.3.6. Mitigation of EIR lmpacts ........................................................................ 11 7 .3. 7. Other Public Agencies ............................................................................ 11 7 .3.8. Public Works and Community Development Director ............................. 11 7 .3.9. Dedications Free of Liens ....................................................................... 11 7 .3.10. Acquisition of Land for Improvements .................................................... 11
8. Securing Project Improvements ..................................................................................... 12
8.1 Payment and Performance Bonds ...................................................................... 12
9. Use of Property .............................................................................................................. 12
9.1 Right to Develop ................................................................................................. 12
9.2 Permitted Uses ................................................................................................... 12
9.3 Design Guidelines .............................................................................................. 12
9.3.1. Additional Components ........................................................................... 12
9.3.2. Amendments and Modifications .............................................................. 13
10. Affordable Housing Obligations ...................................................................................... 13
10.1 River Park Master Affordable Housing Agreement. ............................................ 13
10.2 Parcel-Specific Affordable Housing Agreements ............................................... 13
10.3 Alternative lnclusionary Housing Strategies ....................................................... 13
10.4 Dedication of High Density Residential Sites ..................................................... 13
10.5 Minimum R-3 Densities ...................................................................................... 14
11. Comprehensive Plans .................................................................................................... 14
11.1 Comprehensive Land Use Phasing Plan ............................................................ 14
11.2 Comprehensive Backbone Infrastructure Phasing Plan ..................................... 15
11.3 Comprehensive Backbone Infrastructure Finance Plan ..................................... 15
11.4 The Comprehensive Recreational Phasing and Finance Plan ........................... 16 889284.10 111
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12. Master Plan Updates and Impact Fee Studies ............................................................... 16 889284.10
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12.1 Parks Master Plan Update ................................................................................. 16
12.1.1. Funding of the Updated Parks Master Plan and Park Impact Fee Study16
12.1.2. Update to the Master Plan and Fee Study .............................................. 16
12.1.3 Purpose of the Update to the Parks Master Plan and Park Impact Fee Study ............................................................................................... 17
12.1.4. Building Permits ...................................................................................... 17
12.1.5. Alternative Timing for Update to the Master Plan and Fee Study ........... 17
12.2 Drainage Master Plan and Drainage Impact Fee Study ............................... 17
12.2.1. Funding of the Updated Drainage Master Plan & Drainage Fee Study .. 17
12.2.2. Update of the Master Plan and Fee Study .............................................. 18
12.2.3. Eligibility for Reimbursement .................................................................. 18
12.2.4. Construction and Financing of Improvements ........................................ 18
12.2.5. Building Permits ...................................................................................... 18
12.2.6. Alternative Timing for Update to the Master Plan and Fee Study ........... 18
12.3 Water Master Plan .............................................................................................. 19
12.3.1. Funding of the Updated Water Master Plan and Water Fee Study ........ 19
12.3.2. Update of the Master Plan and Fee Study .............................................. 19
12.3.3. Water Supply, Treatment Extensions and Storage ................................. 19
12.3.4. Eligibility for Reimbursement .................................................................. 19
12.3.5. Construction and Financing of Improvements ........................................ 19
12.3.6. Building Permits ...................................................................................... 19
12.3. 7. Alternative Timing for Update to the Master Plan and Fee Study ........... 19
12.4 Sewer Master Plan ............................................................................................. 20
12.4.1. Funding of the Updated Sewer Master Plan and Sewer Fee Study ....... 20
12.4.2. Update of the Sewer Master Plan and Fee Study .................................. 20
12.4.3. Wastewater Treatment ........................................................................... 20
12.4.4. Construction and Financing of Improvements ........................................ 20
12.4.5. Eligibility for Reimbursement .................................................................. 20
12.4.6. Building Permits ...................................................................................... 20
12.4.7. Alternative Timing for Update to the Sewer Master Plan and Fee Study21
12.5 Traffic ................................................................................................................. 21
12.5.1. Funding of the Updated Traffic Master Plan and Traffic Fee Study ........ 21
12.5.2. Update of the Master Plan and Fee Study .............................................. 21
12.5.3. Eligibility for Reimbursement .................................................................. 21
12.5.4. Building Permits ...................................................................................... 21 lV
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12.5.5. Alternative Timing for Update to the Master Plan and Fee Study ........... 22
12.6 South River Road Bridge Project. ....................................................................... 22
12.6.1. Construction of the South River Road Bridge ......................................... 22
12.6.2. Funding of the South River Road Bridge ................................................ 22
12.6.3. Reimbursement ...................................................................................... 22
12.7 South River Road ............................................................................................... 22
12.8 Additional Traffic lmprovements ......................................................................... 22
13. Infrastructure and Improvements Reimbursement.. ....................................................... 22
14. Levee lmprovements ...................................................................................................... 23
14.1 Necessary Levee Improvements ........................................................................ 23
14.2 Value of Land ..................................................................................................... 23
14.3 FEMA Designation ............................................................................................. 23
14.4 Construction Easements .................................................................................... 24
15. Additional Obligations .................................................................................................... 24
15.1 Public Safety ...................................................................................................... 24
15.2 School Dedication .............................................................................................. 24
15.3 Evacuation and Emergency Management Plan ................................................. 24
15.4 Enhanced Transit System .................................................................................. 24
15.5 Traffic Reduction Plan ........................................................................................ 24
15.6 Accessible Design .............................................................................................. 25
16. Rural Residential Setback .............................................................................................. 25
16.1 Financing ............................................................................................................ 25
16.2 Costs .................................................................................................................. 25
17. Service District for Maintenance .................................................................................... 25 17 .1 Formation ........................................................................................................... 25
18. Home Owners Association ............................................................................................. 26
19. Amendment or Cancellation ........................................................................................... 26
20. 21.
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19.1 Amendment by Mutual Consent ......................................................................... 26
19.2 Insubstantial Amendments ................................................................................. 26
19.3 Amendment of Project Approvals ....................................................................... 26
19.4 Amendment of Limitation on Number of Units .................................................... 26 Rights and Duties of Mortgage Lenders in Possession of Property ............................... 26 Annual Review of Agreement. ........................................................................................ 27
21.1 Review Date ....................................................................................................... 27
21.2 Procedures ......................................................................................................... 27 V
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21.3 Fee for Annual Review ....................................................................................... 27
22. Default
22.1 Default ................................................................................................................ 27
22.2 Notice ................................................................................................................. 27
22.3 Cure .................................................................................................................... 27
22.4 Remedies ........................................................................................................... 27
22.5 Additional Procedures and Remedies ................................................................ 28
22.6 Building Permits ................................................................................................. 28
22. 7 Waiver of Damages ............................................................................................ 28
22.8 Rescission .......................................................................................................... 28
23. Indemnification, Defense and Hold Harmless ................................................................ 28
24. Insurance ....................................................................................................................... 29
24.1 Public Liability and Property Damage lnsurance ................................................ 29
24.2 Workers' Compensation Insurance .................................................................... 29
24.3 Evidence of lnsurance ........................................................................................ 29
25. Binding Effect on Successors ........................................................................................ 29
25.1 Assignment. ........................................................................................................ 29
25.2 Subsequent Assignments ................................................................................... 30
25.3 Runs with the Land ............................................................................................. 30
26. Further Assurances, Consent, Cooperation and Implementation .................................. 30
26.1 Further Executions ............................................................................................. 30
26.2 Subsequent Approvals ....................................................................................... 30
27. Miscellaneous ................................................................................................................ 31 889284.10
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27.1 Prevailing Wages ............................................................................................... 31 27 .2 Estoppel Certificate ............................................................................................ 31
27.3 Recordation ........................................................................................................ 31 27 .4 Notices ............................................................................................................... 31 27 .5 References to Municipal Code ........................................................................... 32 27 .6 Third Party Beneficiaries .................................................................................... 32
27. 7 Force Majeure .................................................................................................... 32
27.8 Bankruptcy ......................................................................................................... 32
27.9 Attorney's Fees and Costs in Legal Actions by Parties to the Agreement ......... 32
27.10 Attorney's Fees and Costs in Legal Actions by Third Parties to the Agreement ......................................................................................................... 32 27 .11 Liability of City Officials ...................................................................................... 32 vi
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27 .12 Delegation .......................................................................................................... 32 27 .13 Severability ......................................................................................................... 32
27.14 Integration .......................................................................................................... 33
27.15 Counterparts ....................................................................................................... 33
27.16 Interpretation ...................................................................................................... 33 27 .17 Inconsistency ...................................................................................................... 33
27.18 Incorporation ...................................................................................................... 33
27.19 Compliance with Laws ........................................................................................ 33 27 .20 Applicable Law and Venue ................................................................................. 33
27.21 Time of the Essence ........................................................................................... 34 Vll
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RIVER PARK DEVELOPMENT AGREEMENT
This River Park Development Agreement (this "Agreement") is entered between the City of West Sacramento, a municipal corporation ("City") and SCL West Sac Holdings, LLC, a Delaware limited liability company ("Landowner"). City and Landowner are hereinafter collectively referred to as the "Parties" and singularly as "Party."
RECITALS
1. Authorization. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Government Code section 65864 et seq. (the "Development Agreement Statute"), which authorizes the City and any person having a legal or equitable interest in the real property to enter into a development agreement, establishing certain development rights in the Property which is the subject of the development project application.
2. Public Hearing. The Planning Commission of the City of West Sacramento, serving as the City's planning agency for purposes of development agreement review pursuant to Government Code section 65867, considered this Agreement and recommended approval of this Agreement to the City Council.
3. Environmental Review. The City Council certified as adequate and complete, the Environmental Impact Report ("EIR") for the Project in Resolution 08-32. Mitigation measures were identified in the EIR. The City Council has adopted Mitigation Measures, as reflected in the CEQA findings of fact adopted by the Council, and in the City's Mitigation Monitoring and Reporting Program. The Mitigation Measures adopted by the City are incorporated into the Project and, in part, into the terms and conditions of this Agreement, as reflected by the CEQA findings of fact adopted by the City Council concurrently with this Agreement.
4. Need for Services and Facilities. Development of the Property will result in a need for municipal services and facilities, some of which services and facilities will be provided by the City to the Project, subject to the performance of Landowner's obligations hereunder.
5. Contribution to Costs of Facilities and Services. Landowner agrees to contribute to the costs of public facilities and services as required herein to mitigate impacts on the community of the development of the Property, and City agrees to provide such public facilities and services as required herein to assure that Landowner may proceed with and complete development of the Property in accordance with the terms of this Agreement. City and Landowner recognize and agree that, but for Landowner's contributions to mitigate the impacts arising as a result of development entitlements granted pursuant to this Agreement, City would not and could not approve the development of the Property as provided by this Agreement and that, but for City's covenant to provide certain facilities and services for development of the Property, Landowner would not and could not commit to provide the mitigation as provided by this Agreement. City's vesting of the right to develop the Property, as provided herein, is in reliance upon and in consideration of Landowner's agreement to make contributions towards the cost of public improvements as herein provided to mitigate the impacts of development of the Property as development occurs and as consistent with this Agreement.
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Public Benefits. Development of the Project will result in significant public 138
benefits, as more fully described hereinafter, including, without limitation:
6.1. Implementation of the development goals set forth in the Southport Framework Plan;
6.2. The provIsIon of additional recreational opportunities and the enhancement of the appearance of the Southport area;
6.3. The provision of services within walking distance to development, as well as opportunities for employment;
adjacent uses;
housing plan.
6.4. The provision of a mixed-use development that is a logical extension of
6.5. The furtherance of the goals and objectives of the City's affordable
7. Landowner Assurances. In exchange for the benefits to the City in the preceding Recitals, together with the other public benefits that will result from the development of the Property, Landowner will receive by this Agreement assurance that it may proceed with the Project in accordance with the Project Approvals, and therefore, desires to enter into this Agreement.
8. Consistency with General Plan and Southport Framework Plan. Having duly examined and considered this Agreement and having held properly noticed public hearings hereon, in City Ordinance No.08-06, the City found that this Agreement satisfies the Government Code section 65867.5 requirement of general plan consistency. The City has also found that this Agreement satisfies the project specific Southport Framework Plan, a planned development overlay, as more particularly described in City Ordinance No. 08-07.
NOW, THEREFORE, in consideration of the above Recitals and mutual promises, conditions and covenants of the Parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
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1 Definitions. In this Agreement, unless the context otherwise requires, terms have the following meaning. Capitalized terms within the Exhibits not defined below have the meaning set out in the Exhibits.
1.1 "Adopting Ordinance" means Ordinance Number 08-06, adopted by the City Council on June 18, 2008, which approves this Development Agreement as required by the Development Agreement Law.
1.2 "Agreement" means this Development Agreement, inclusive of all Exhibits attached hereto.
1.3 "CEQA" means the California Environmental Quality Act, as set forth at California Public Resources Code, Division 13, commencing at Section 21000 and the CEQA Guidelines as set forth in Title 14 of the California Code of Regulations commencing at Section 15000.
1.4 "CFO" means a Community Facilities District formed pursuant to the Mello Roos Community Facilities Act of 1982 (Government Code§ 53311 et seq.).
1.5 "City" means the City of West Sacramento, including its agents, officers, employees, representatives and elected and appointed officials.
1.6 "City Manager" means the City Manager of the City of West Sacramento, or his or her designee.
1. 7 "Collective Standards" means: (i) the provisions of this Development Agreement: (ii) the Project Approvals; (iii) land use entitlements and approvals to the Project and the Property that may be granted following the Effective Date: and (iv) Existing Land Use Regulations, except to the extent that they are collectively or individually subject to Reserved Powers.
1.8 "Development Agreement Law" means Government Code section 65864 et seq. and the procedures and requirements for the consideration of development agreements contained in City Resolution No. 88-111, as amended by City Council Resolution No. 96-
62. In the event of a conflict, the requirements of Government Code section 65864 et seq. shall control.
1.9 "Effective Date" means that day on which the Adopting Ordinance shall be effective. The Adopting Ordinance shall be effective thirty (30) days after its adoption by the City Council, unless the Adopting Ordinance becomes subject to a qualified referendum, in which case, the Effective Date shall be the day after the referendum election, if the Adopting Ordinance is approved by a majority of the voters. Litigation filed to challenge the Adopting Ordinance or this Agreement shall not affect the Effective Date, absent a court order or judgment overturning or setting aside the Adopting Ordinance, or staying the Effective Date, or remanding the Adopting Ordinance to the City. Notwithstanding the foregoing, this Agreement shall not become effective until fully executed.
1.10 "EIR" means the Draft and Final Environmental Impact Report for the "River Park General Plan Amendment and Rezoning Project," including the Mitigation Measures and 889284.10
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Mitigation Monitoring and Reporting Plan (State Clearinghouse No. 2005062027).
1.11 "Existing Land Use Regulations" means the ordinances, resolutions and regulations applicable to the Project, to the extent they govern the permitted uses of land, and the density and intensity of land use, as set forth in the following plans and ordinances as they exist on the Effective Date:
• The West Sacramento General Plan;
• The Southport Framework Plan; and,
• The West Sacramento Zoning Code.
1.12 Existing Plus Approved" means residential development identified in the City's traffic model base updated in January 2008 and includes existing residential units and residential tentative maps which were approved as of December 31, 2007. A copy of the updated traffic model base is on file with the City.
1.13 "Fee" means all charges, expenses, costs, monetary exactions and any other monetary obligations imposed on Landowner by the City, other than assessments or regular or special taxes, and shall not be limited to fees paid pursuant to this Agreement. (The term "fee" need not be capitalized in this Agreement.}
1.14 "General Plan" means the General Plan of the City including the text and maps, as approved by the City in 2004, plus any other General Plan amendments approved by the City on or before the Effective Date.
1.15 "Improvement" means any on-site or off-site conveyance, grant or dedication of property or property rights, non-monetary exaction, construction and/or installation of a work of public improvement, street, facility, utility, park or recreational amenity which is to be transferred to the City, or any other contribution of property (other than fees}, imposed on Landowner by the City.
1.16 "Infrastructure" means the basic facilities, services, and installations needed for the functioning of the Improvements and parks. (The term "infrastructure" need not be capitalized in this Agreement.}
1.17 "Landowner" means SCL West Sac Holdings, LLC, a Delaware limited liability company, together with any successors in interest approved by the City pursuant to this Agreement.
1.18 "Law" means the case law, ordinances, statutes, rules, regulations, or any order, decree or directive of any court or any local, regional, state or federal government agency, unless the context suggests a different meaning.
1.19 "Mitigation Measures" means the mitigation measures recommended in the EIR as modified or adopted by the City Council.
1.20 "Mitigation Monitoring and Reporting Program" means the plan for implementation of the Mitigation Measures, identified in the EIR, and adopted by the City 889284.10 4
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Council.
1.21 "Non-Project Specific" means rules, regulations, or laws adopted by the City that, while not applicable City-wide, apply uniformly to all properties that are similarly situated, whether by geographic location or other distinguishing circumstances.
1.22 "Planning Commission" means the City of West Sacramento Planning Commission.
1.23 "Project" means the physical development of the Property as described in the project description in the EIR, and as supplemented by the provisions of this Agreement.
The Project consists of the development of a four hundred and fifty two (452) acre mixed use project containing two thousand two hundred and eight four (2,284) residential units, to be located on the Property.
1.24 "Project Approvals" means the entitlements that are the subject of this Agreement, consisting of the following land use approvals:
i. This Development Agreement, as adopted by the Adopting Ordinance. ii. The River Park General Plan Amendment.
iii. Southport Framework Plan Amendment, as approved by City Ordinance No. 08-
07. iv. Amendments to the Zoning Ordinance and Map ("Rezone"), as approved by City Ordinance No. 08-5.
v. Additions to the Traffic Impact Fee Study, reflected in Exhibit H-1 and adopted by City Council Resolution 08-41.
vi. The River Park Design Guidelines, as approved by City Council Ordinance No. 08-07. (The Design Guidelines are part of the Southport Framework Plan Amendment and are incorporated into the Southport Framework Plan Design Guidelines.)
1.25 "Property" means that certain real property consisting of approximately four hundred and fifty two (452) acres in the City of West Sacramento, County of Yolo, as more particularly described and depicted in Exhibit A, attached hereto.
1.26 "Public Works and Community Development Director'' or "Director" means the Public Works and Community Development Director of the City of West Sacramento, or his or her designee.
1.27 "Reserved Powers" means those powers explicitly reserved to the City by this Agreement pursuant to Section 5.2 of this Agreement.
1.28 "Southport area" means that area of land located in the southern portion of the City and generally bound by the Deep Water Ship Channel on the north and west, the Sacramento River on the east and current City limits on the south.
1.29 "Southport Framework Plan" means that certain document adopted by the City in May 1995, together with any amendments thereto as approved by the City on or before the 889284.10 5
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Effective Date of this Agreement. The Southport Framework Plan is the development master plan for the Southport area. The Southport Framework Plan is intended to be a refinement of the City's General Plan and is intended to establish the foundation for a village-oriented, mixed use development.
1.30 "Successor'' or "Successor in Interest" means any subsequent owner that acquires all or any portion of the Property. This term shall not include private parties that acquire recorded residential lots that have been developed with residential dwellings within the Property. This term shall also mean any assignee under the form of assignment attached hereto as Exhibit I (i.e., any recognized successor in interest under this Agreement), and any subsequent assignee.
1.31 "Vested Right" means the right to proceed with the development of the Project in accordance with the terms of the Collective Standards, which Collective Standards may not be amended, modified or changed by the City except as provided by this Agreement. (The term "vested right" need not be capitalized in this Agreement.)
TERMS AND CONDITIONS
1. Incorporation of Recitals. The Preamble, the Recitals and all defined terms set forth in both are hereby incorporated into this Agreement as if set forth herein in full.
2. Relationship of City and Landowner. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Landowner and that Landowner is not an agent of City. The City and Landowner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Landowner joint venturers or partners.
3. Representations. Warranties and Acknowledgments.
3.1 Title to Property. Landowner represents and warrants that as of the Effective Date, Landowner holds legal and/or equitable interest in and to the Property and that all persons holding legal or equitable interest in the Property shall be bound by the Agreement.
3.2 Authority. The Parties represent and warrant that the persons signing this Agreement are duly authorized to enter into and execute this Agreement on behalf of their respective principals.
3.3 Brokers. The Parties represent and warrant that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Agreement, and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Agreement. In the event any real estate broker or agent shall come forward and claim the right to a commission or other form of compensation in connection with this Agreement, Landowner shall indemnify, defend and hold harmless the City in accordance with Section 23.
3.4 Procedures and Requirements. The Parties acknowledge that this Agreement is subject to the procedures for approval, amendment and administration set forth in the Development Agreement Law.
4. Effective Date and Term.
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4.1 Effective Date. The effective date of this Agreement means the date defined at Section 1.9 of this Agreement.
4.2 Term. The term of this Agreement shall commence on the Effective Date and extend for a period of fifteen (15) years thereafter, unless said term is terminated, modified or extended by circumstances set forth in this Agreement.
4.2.1. Tolling. The term of this Agreement shall be tolled if and for as long as City determines development within the Southport area is infeasible due to State, Federal or local health and safety requirements; provided, however, that under no circumstances shall the term of this Agreement be tolled for longer than five (5) years.
4.2.2. Extension. The term of this Agreement may be extended for a maximum period of five (5) years if development of at least fifty percent (50%) of residential units in the Project has occurred and all of the Improvements and infrastructure associated with those units are constructed and accepted by the City, as appropriate.
4.2.3. Expiration. Following the expiration of the term, this Agreement shall be deemed terminated and of no further force and effect.
4.3 Automatic Termination upon Completion and Sale of Individual Lots.
Except as provided herein, this Agreement shall automatically be terminated, without any further action by either party or need to execute or record any additional document, with respect to any improved commercial or residential lot within a parcel designated by the Project Approvals for such use, upon issuance by the City of a final certificate of occupancy or its equivalent for a commercial structure or dwelling unit upon such lot and conveyance of such lot by Landowner to a bona-fide, good-faith individual purchaser. In connection with its issuance of a final inspection for any residential lot, the City shall confirm that all Improvements which are required to serve the lot have been dedicated to and accepted by the City, and all applicable fees have been paid by Landowner. Termination of this Agreement as to any such residential lot shall not in any way be construed to terminate or modify any applicable assessment district, special tax lien, fee credit, or right of reimbursement with respect to such lot. Termination of this Agreement as to any such lot shall extend solely to that lot and shall not extend to other parcels or property encompassed by this Agreement.
4.4 Termination by Mutual Consent. This Agreement may be terminated in whole or in part by the mutual written consent of all the Parties. Any fees paid or Improvements dedicated to the City prior to the date of termination shall be retained by the City.
4.5 Effect of Termination. This Agreement was entered into by the Parties for the limited purpose of setting forth certain terms and conditions concerning the proposed development of Project in a manner that is consistent with the Collective Standards.
Accordingly, nothing contained herein is intended or shall be construed to grant to Landowner any rights in connection with the future development of the Property, except for those rights set forth in the Collective Standards and in this Agreement.
4.5.1. The Parties recognize and agree that this Agreement imposes certain continuing obligations and responsibilities on the City and Landowner. Termination of this Agreement, whether by default as provided in Section 22 or by expiration of its own accord, shall not: ( 1) affect any pre-existing liability under this Agreement owed by one Party to the other, which remains unsatisfied as of the date of termination; (2) affect those provisions of this 889284.10 7
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Agreement which provide that they shall survive the termination of this Agreement, including, but not limited to Landowner's obligations to comply with the River Park Design Guidelines or Mitigation Measures; (3) be construed to terminate or modify an applicable covenant, condition, servitude or restriction that runs with the land and binds Successors; (4) affect the validity of any structure on the Property or Improvement which is completed as of the date of termination and is in compliance with all necessary permits; or (5) prevent Landowner from completing any structure on the Property or Improvement under construction at the time of termination, provided that any such structure or Improvement is completed in accordance with all necessary permits.
5. Project Approvals and Vested Rights.
5.1 Project Approvals. Upon the Effective Date, Landowner shall acquire a vested right to the Project Approvals. If Landowner applies to the City Council to amend the Project Approvals, and the City Council approves the requested amendments, then Landowner shall acquire a vested right to such amendments to the Project Approvals as of the date of approval of the amendments by the City Council; provided, however, that Landowner shall not, by virtue of this Agreement, acquire a vested right to any amended Project Approval approved after the expiration of the term of this Agreement.
5.2 Reserved Powers Relating to Project Entitlements and Approvals.
Notwithstanding any other provision of this Development Agreement to the contrary, the City retains the following reserved powers and retains the authority to take the following actions:
5.2.1. Grant or deny applications for land use entitlements and approvals for the Project and the Property, consistent with this Agreement;
5.2.2. Approve, disapprove or revise subdivision maps, parcel maps or lot line adjustments for the Project and the Property, consistent with this Agreement;
5.2.3. Apply, or adopt and apply, design and construction requirements for specific public improvements to serve the Project on the Property, except to the extent that such requirements are a part of the Collective Standards or expressly set forth in this Development Agreement;
5.2.4. Adopt and apply City-wide or Non-Project Specific property transfer and/or excise taxes;
5.2.5. Adopt and apply City-wide or Non-Project Specific utility charges;
5.2.6. Adopt and apply City-wide or Non-Project Specific permit processing fees;
5.2.7. Adopt and apply regulations to protect the City and its citizens from immediate risks to health and safety. The Landowner hereby agrees that any regulation with respect to flood protection adopted in response to Federal or State guidelines, regulations, or directives shall be deemed necessary to protect the public health and safety; 889284.10 8
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5.2.8. Adopt or increase fees, charges, assessments or special taxes otherwise authorized by and in compliance with State law (e.g. Gov. Code section 66000 et seq.), except to the extent prohibited by this Development Agreement;
5.2.9. Adopt and apply City-wide or Non-Project Specific regulations relating to the temporary use of land, the control of traffic, the regulation of sewers, water, and similar subjects, and the abatement of public nuisances;
5.2.10. Adopt and apply engineering design standards and construction specifications;
5.2.11. Adopt and apply City-wide or Non-Project Specific building and fire construction standards;
5.2.12. Adopt or undertake enforcement of land use regulation ordinances, policies, programs, or resolutions in order to comply with Federal or State laws, provided that in the event that such Federal or State laws, plans, programs or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provision or provisions shall be modified or suspended solely as may be necessary to comply with such Federal or State laws or regulations;
5.2.13. Adopt land use regulations, ordinances, policies, programs or resolutions that are not in conflict with, or that are less restrictive than, the terms and conditions for development of the Project on the Property established by this Development Agreement or otherwise applicable Collective Standards and which do not impose additional burdens on such development other than those that are merely procedural in nature;
5.2.14. Adopt land use regulations, ordinances, policies, programs, resolutions or fees that are in conflict with the Collective Standards, but which are either expressly made not applicable to the Property or are consented to in writing by the Landowner either through amendment of this Development Agreement or by separate document.
The foregoing Reserved Powers may be exercised by the City acting through its elected or appointed officials or its employees (subject to any appeal rights set forth in the Municipal Code), or directly by the electors through the initiative process.
5.3 Meet and Confer. If Landowner believes that the City is taking action to impair a vested right conferred by this Agreement, other than as allowed in this Agreement, Landowner shall provide to City written notice, describing the basis for Landowner's position.
The Parties shall meet and confer within thirty (30) days thereafter in an attempt to arrive at a mutually acceptable solution.
5.4 Further Reviews. Landowner acknowledges that the Collective Standards contemplate further reviews of elements of portions of the Project by the City. These reviews include, but are not limited to, monitoring and implementation of environmental mitigation measures. Nothing in this Agreement shall be deemed to limit or expand the legal authority of City with respect to such reviews, as provided for by, and which are otherwise consistent with, this Agreement.
5.5 Referendum. Landowner acknowledges that the Adopting Ordinance, the Southport Framework Plan Amendment, the General Plan Amendment, and the Rezone, as legislative land use approvals, are potentially subject to referendum. Notwithstanding anything in this Agreement to the contrary, Lc;mdowner shall not acquire a vested right to any legislative 889284.10 9
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land use approval ( or to any amendment thereto): ( 1) while such approval or amendment is still potentially subject to referendum or (2) in the event that such approval or amendment is reversed by referendum.
6. Subdivision Maps.
6.1 Term of Tentative Subdivision Maps. Notwithstanding Government Code section 66452.6(a), the term or "life" of any tentative map for the Project shall be determined by reference to the Subdivision Map Act other than Section 66452.6(a), and shall not be automatically extended for the term of this Agreement.
6.2 Vesting Tentative Maps. Landowner reserves the right to file a "vesting tentative map" as that term is defined in Government Code section 66498.1. Landowner agrees, however, that any such vesting tentative map filed in connection with the Project will not vest the Landowner in any rights with respect to any matter that is identified in any Exhibit to this Agreement and that this Agreement (including its Exhibits) shall govern the financing and construction of infrastructure for the Project.
7. Applicable Rules, Regulations, Fees and Official Policies.
7.1 Rules Regarding Design and Construction. Unless otherwise expressly provided in this Agreement, all other ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to the Project and to public improvements to be constructed by the Landowner shall be those in force and effect at the time the applicable permit approval is granted. 7 .2 Building Codes Applicable. Unless otherwise expressly provided in this Agreement, the Project shall be constructed in accordance with the California Building Standards Codes, Title 24 of the California Code of Regulations, as adopted and amended by the City, as the same shall be in effect as of the time of approval of the permit in question. The Project shall also be constructed in accordance with the provisions of the California Mechanical, Plumbing, Electrical and Fire Codes and City standard construction specifications in effect at the time of approval of the appropriate building, grading, encroachment or other construction permits for the Project. If no permit is required for a given infrastructure improvement or other improvement, such improvement will be constructed in accordance with said Codes in effect in the City as of the commencement of construction of such improvement.
7.3 Fees, Dedications, Assessments and Taxes.
7 .3.1. Waiver of Fee Establishment Procedures. Notwithstanding anything in this Agreement to the contrary, Landowner hereby waives the procedures and requirements imposed on cities by the Mitigation Fee Act (Government Code sections 66000 et seq.) for establishing, expending, returning, and reporting on all "fees" as that term is defined in the Mitigation Fee Act, as to the fees established as of the Effective Date of this Agreement.
This waiver shall not apply to any fees adopted after the Effective Date; thus, as to fees adopted or revised after the Effective Date, Landowner shall retain whatever rights it has under Federal and State law.
7 .3.2. Processing Fees and Charges. Landowner shall pay those processing, inspection, and plan check fees and charges required by City under then current regulations for processing applications and requests for permits, approvals and other actions, 889284.10 10
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and monitoring compliance with any permits issued or approvals granted or the performance of any conditions with respect thereto or any performance required of Landowner hereunder.
7.3.3. Fees for Library Facilities and Civic Center Additions. Prior to issuance of building permits for residential structures, landowner shall pay a fee of five hundred dollars ($500) per residential building permit or unit in multi-family structures where one permit is issued for construction of a building containing more than one individual unit. Landowner acknowledges that the City may adjust the $500 amount to account for inflation based upon the Consumer Price Index for the region.
7 .3.4. Development Impact Fees, Exactions and Dedications.
Landowner shall make all dedications of land and pay all development impact fees, connection or mitigation fees, and exactions required by the City to support in the construction of any public facilities and improvements or the provision of public services in relation to development of the Property (together "Exactions") authorized by City after the Effective Date as long as said Exactions otherwise comply with applicable law, and are either (1) required on a City-wide basis, or (2) apply uniformly to all properties within the City that are zoned consistent with the Project Approvals, or (3) are Non-Project Specific. Except as otherwise provided in this Agreement, Exactions required by City to be paid by the Landowner that do not meet one of the preceding criteria, shall be the Exactions authorized as of the Effective Date. Wherever this Agreement obligates Landowner to design, construct or install any improvements, the cost thereof shall be provided by Landowner, or may be provided by a CFD or other such financing mechanism acceptable to the City, subject to and in accordance with the provisions thereof. 7 .3.5. Exhibits Not Exclusive. Landowner acknowledges that the fees and Improvements set forth in the attached Exhibits are not exclusive, but are merely set forth to clarify some of Landowner's obligations under this Agreement.
7.3.6. Mitigation of EIR Impacts. Landowner shall timely satisfy and comply with all Mitigation Measures in accordance with the schedule in the Mitigation Monitoring Plans. The Mitigation Measures are conditions of Project approval but are not the exclusive conditions of Project approval. A failure to timely satisfy any Mitigation Measure or other conditions of Project Approval without prior written City approval shall be a default of this Agreement, subject to the default and cure provisions set forth in Section 22 of this Agreement.
7.3.7. Other Public Agencies. Nothing in this Agreement is intended to govern the authority of other public agencies to impose fees. 7 .3.8. Public Works and Community Development Director. All Improvements and work performed by Landowner in connection with the Project shall be to the satisfaction of the City Public Works Director and Community Development Director.
7.3.9. Dedications Free of Liens. All dedications of property from Landowners to the City shall be free and clear of all liens and encumbrances except as allowed in writing by City.
7 .3.10. Acquisition of Land for Improvements. Landowner acknowledges that some of the public improvements required for the Project will be constructed on land that is not under the control of the Landowner or the City. Developer agrees that nothing in Government Code section 66452.5 or any other provision of State law will require the City to waive any conditions set forth in the Project approvals related to construction of the Project, 889284.10 II
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including limitations set forth herein on the timing of construction of residential or commercial structures. If City acquires such land, Landowner shall be responsible for all of City's costs associated with such acquisition (including legal counsel and appraisal fees), subject to possible reimbursement as provided in Section 13.
8. Securing Project Improvements.
8.1 Payment and Performance Bonds. Landowner has an affirmative obligation to secure its obligations to construct Project improvements, as required in this Agreement. Landowner shall secure all infrastructure Improvements by delivering payment and performance bonds to City, in a manner consistent with City ordinances and in accordance with this Section.
8.1.1. Prior to the commencement of construction of any infrastructure improvement, Landowner or Landowner's general contractor shall furnish City with payment and performance bonds ("Bonds"), issued by a corporate surety company that is an admitted insurer in the State of California and licensed to do business in California, in an amount approved by City, but not less than the full amount of the construction contract, and shall name City as obligee. The Bonds shall remain in effect until the later of (1) the date that the entire cost of developing the improvement shall have been paid in full, (2) the date that the improvement shall have been completed in accordance with this Agreement, and/or (3) the date on which the City accepted the improvement.
8.1.2. The Bonds shall be in the form prescribed by Government Code sections 66499.1 and 66499.2 for performance and payment bonds and be reasonably satisfactory to City.
9. Use of Property.
9.1 Right to Develop. Landowner shall have the vested right to proceed with development of the Project in accordance with the terms and conditions of this Agreement, the Collective Standards, and any amendments to the Project Approvals as shall, from time to time, be approved pursuant to this Agreement. Landowner's development of the Property shall be subject to the terms set forth in any subsequent approvals needed for development; provided however, that any conditions, terms, restrictions and requirements contained in any subsequent approvals shall not be inconsistent with or otherwise prevent development of the Property for the uses, or reduce the density and intensity of development, or limit the rate or timing of development set forth in this Agreement, as long as Landowner is not in default under this Agreement.
9.2 Permitted Uses. The permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, location and maintenance of on-site and off-site improvements, location of public utilities and other terms and conditions of development applicable to the Property, shall be those set forth in this Agreement, the Collective Standards and any amendments to this Agreement or the Project Approvals. City acknowledges that the Project Approvals provide for the land uses and approximate acreages for the Property.
9.3 Design Guidelines.
9.3.1. Additional Components. Landowner shall submit additional design guidelines components, identified in Exhibit B, for review by the City's Design Review Administrator. The additional design guidelines shall be approved, based on the timing set forth 889284.10
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in Exhibit B, before the corresponding map or permit is issued to Landowner. The additional design guidelines may be approved by the Design Review Administrator in his or her sole discretion if they meet the standards of Section 19.2. Upon approval, the additional design guidelines shall be deemed incorporated into the Southport Framework Plan Design Guidelines.
9.3.2. Amendments and Modifications. Amendments or modifications to the River Park Design Guidelines shall be made in accordance with the Southport Framework Plan.
10. Affordable Housing Obligations.
10.1 River Park Master Affordable Housing Agreement. Prior to the approval of the first residential small lot tentative subdivision map, or the first use permit, zoning administrator permit, design review approval, or building permit for a land use not requiring a small lot tentative map, the parties shall enter into a Master Affordable Housing Agreement to the City's satisfaction in accordance with the provisions of Chapter 15.40 (the "lnclusionary Housing Ordinance"), in general, and Section 15.40.110, in particular, of the West Sacramento Municipal Code.
10.1.1. The Master Affordable Housing Agreement will contain the general rules that will govern the development of affordable housing units for the Project (the "River Park lnclusionary Housing Program") as required to satisfy the lnclusionary Housing Ordinance. The Master Affordable Housing Agreement will contemplate some affordable singlestory development and will incorporate accessible design elements. No residential small lot tentative subdivision map shall be approved and no use permit, zoning administrator permit, design review approval or building permit shall be granted unless and until a Memorandum of Master Affordable Housing Agreement has been recorded against the River Park Property. This Memorandum shall evidence and memorialize the existence of a fully executed and enforceable Master Affordable Housing Agreement applicable to the Project as a whole.
10.2 Parcel-Specific Affordable Housing Agreements. The details of the River Park lnclusionary Housing Program will be addressed in site-specific Affordable Housing Agreements by and between the Landowner and the City. Such Affordable Housing Agreements shall comply with Section 15.40.110 and shall be consistent with the River Park Master Affordable Housing Agreement. A Memorandum of Affordable Housing Agreement shall be recorded against each River Park large lot parcel that is allocated responsibility by the Master Affordable Housing Agreement for providing one or more affordable units. This Memorandum shall evidence and memorialize the existence of a fully executed and enforceable parcel-specific Affordable Housing Agreement applicable to the parcel against which it is recorded and shall be recorded against each applicable parcel prior to approval of a residential small lot final subdivision map or a building permit for a residential land use not requiring a small lot final map.
10.3 Alternative lnclusionary Housing Strategies. It is Landowner's intent to propose, in accordance with Section 15.40.080.B, as part of its Master Affordable Housing Program, alternative inclusionary housing strategies as a means of satisfying Landowner's affordable housing obligations. Landowner anticipates that these alternative strategies would involve multi-family parcels that are either a part of or situated in close proximity to the village core with its neighborhood-serving commercial center and Oak Tree Preserve Park. Landowner intends to work cooperatively with the City to develop an inclusionary strategy that may include an age restricted affordable tax credit project and/or a family-oriented affordable condominium project. The remaining low and/or moderate income affordable units for which Landowner will be responsible would be dispersed throughout the project on a parcel-specific basis. 889284.10 13
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10.4 Dedication of High Density Residential Sites. At the City's discretion, high-density residential sites may be dedicated to affordable housing developers in partial satisfaction of Landowner's inclusionary housing obligation, with Landowner to receive a credit against Landowner's project-wide allocation of affordable units under the lnclusionary Housing Ordinance for each unit of affordable housing that is constructed on the dedicated site. The parties anticipate that this arrangement may include the following conditions and requirements:
10.4.1. Landowner will be responsible for providing or causing to be provided any gap financing necessary to make the affordable housing available at an affordable purchase price or rent. The City will cooperate with Landowner and/or the affordable housing developer in a good faith, diligent effort to identify, apply for and secure outside sources of funding to address gap financing needs on a project-specific basis but shall in no case be obligated to expend City monies for this purpose.
10.4.2. The City will reserve the right to approve affordable housing developers for land dedication sites, and in the event the City, in its reasonable discretion, determines a competitive selection process is warranted, the City also reserves the right to select the affordable housing developer for a land dedication site through a Request for Proposals or similar competitive process.
10.4.3. Credits for affordable units constructed at a River Park land dedication site will be applicable to offset Landowner's inclusionary obligation to provide affordable units elsewhere within the River Park Project area. Landowner will not be allowed to transfer affordable housing credits from a River Park site to another Southport Village or to another location elsewhere within the City without City Council approval under the City's lnclusionary Housing Ordinance.
10.5 Minimum R-3 Densities. Minimum densities for R-3 zoned lands shall be as required by SACOG to assist the city in meeting its regional obligation to provide affordable housing. Averaging of densities across R-3 zoned lands will be permitted. Densities shall be calculated pursuant to the Southport Framework Plan Design Guidelines Section 3.17.
11. Comprehensive Plans.
11.1 Comprehensive Land Use Phasing Plan. The River Park permitted uses are designed to be developed in three primary phases as further described in the Comprehensive Land Use Phasing Plan (Exhibit C). The Parties expect that further analysis will result in a more efficient and/or cost-effective land use phasing strategy and that therefore, Exhibit C is conceptual in nature, but Landowner shall submit for review revisions to Exhibit C when directed by City to reflect the results of such further analyses. No revisions to Exhibit C shall be approved, however, without such comparable revisions to the Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) as may be necessary to ensure that development of each phase of the Project is conditioned upon installation of the backbone utility and roadway improvements required to adequately serve each phase in accordance with the provisions of Section 11.2.
11.1.1. The Comprehensive Land Use Phasing Plan shall include, but not be limited to the phasing of the following:
11.1.2. Project construction activities, which may include but not be limited to limitations on construction traffic levels and trips during peak hours on Jefferson Boulevard, alternative construction routes (i.e., Harbor Boulevard/Southport Parkway), and methods to minimize construction traffic on rural roads; and, 889284.10 14
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11.1.3. Planning and implementation of interim and alternative transit modes and routes, including a mechanism to permit substitution of transportation improvements and/or mitigation measures to achieve equivalent mitigation while protecting the interests of the affected neighborhood.
11.1.4. Landowner may also submit for review a Land Use Sub-Phasing Plan for the purpose of dividing the three primary phases of the Project as further described in Exhibit C into multiple sub-phases. No land use sub-phasing strategy shall be approved, however, without such comparable revisions to the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) as may be necessary to ensure that development of each sub-phase of the Project is conditioned upon installation of the backbone utility and roadway improvements required to adequately serve each sub-phase in accordance with the provision of Section 11.2.
11.1.5. The foregoing revised exhibits and plans may be approved by the City Manager if they meet the standards of Section 19.2.
11.2 Comprehensive Backbone Infrastructure Phasing Plan. The backbone utility and roadway infrastructure required to adequately serve the River Park Project is designed to be constructed in phases as further described in the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E). This Infrastructure Phasing Plan describes in detail the mainline utility (sewer, water, and drainage) improvements and the principal roadway improvements that are required to be installed as a condition of development of each of the three primary phases of the Project as set forth in the Comprehensive Land Use Phasing Plan (Exhibit C). Except as provided by written waiver by the City, no building permit shall be issued within each phase of the Project unless and until all public infrastructure improvements necessary to serve each such phase of the Project, as identified by Exhibit C, have been substantially completed and accepted by the City, or a secured deferred improvement agreement has been entered into by City and Landowner.
11.2.1. The Parties acknowledge that further analysis may result in a more efficient and/or cost-effective backbone infrastructure phasing strategy and that therefore, Exhibit E is conceptual in nature, but Landowner shall submit for review revisions to Exhibit E when directed by City to reflect the results of such further analysis. Moreover, when Landowner submits, pursuant to Section 11.1, revisions either to the Comprehensive Land Use Phasing Plan (Exhibit C) or a Land Use Sub-Phasing Plan, such revisions shall not be approved without adjustments made to the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) as necessary to accommodate the revisions to the phasing plan or the sub-phasing strategy. Such adjustments shall be a condition of approval with respect to the revisions to the phasing plan or the sub-phasing strategy they are designed to accommodate.
11.2.2. The foregoing revised exhibits and plans may be approved by the City Manager if they meet the standards of Section 19.2.
11.3 Comprehensive Backbone Infrastructure Finance Plan. The Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) shall include detailed estimates by phase of: the costs of constructing the backbone infrastructure that is the subject of the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E); CFD bond proceeds that can reasonably be expected to be generated for use in funding the costs of constructing the backbone infrastructure; the fee revenues that will be generated by the River Park Project; the backbone infrastructure costs that are eligible for funding using fee revenues pursuant to the City's Capital Improvement Program; and the fee credits/reimbursements that will result where backbone infrastructure that is eligible for funding using fee revenues is advance funded by Landowner using CFO bond proceeds or other public or private financing mechanisms. The 889284.10 IS
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parties acknowledge that Landowner has submitted a preliminary Exhibit D and that Landowner's ultimate submission shall be in a similar format.
11.3.1. The Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) shall demonstrate the manner in which each phase of the backbone infrastructure described in the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) is to be funded. As a result, whenever Landowner proposes to make changes to Exhibit E pursuant to Section 11.2, the Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) shall also need to be revised. Such revisions to Exhibit D may be approved by the City Manager if they meet the standards of Section 19.2 and shall be a condition of approval with respect to the proposed changes to the Infrastructure Phasing Plan they are designed to accommodate.
11.4 The Comprehensive Recreational Phasing and Finance Plan. The parks program for the Project is described in the River Park Design Guidelines and shall be described in further particularity in the Comprehensive Recreational Phasing and Finance Plan (Exhibit F).
Exhibit F shall identify the neighborhood and community parklands to be dedicated to the City; shall identify the parkland improvements to be constructed on the neighborhood and community parklands; and include a Finance Plan:
• that demonstrates the park fee revenues generated by the project will be sufficient to cover the costs of constructing the parkland improvements; • that makes provision for the funding of long term maintenance of the parkland improvements once constructed; and
• that describes the manner in which the parkland improvements will be phased consistent with the Comprehensive Land Use Phasing Plan (Exhibit C).
The parties acknowledge that the dollar amounts in the Finance Plan shall be best estimates only, and shall not preclude the City from revising those estimates upwards when based on a study or inflationary index. The parties acknowledge that Landowner has submitted a preliminary Exhibit F and that Landowner's ultimate submission shall be in a similar format.
For all facilities delivered pursuant to Section 11.4, the City shall have a controlling role in programming, design, and construction of the facilities; however, all costs associated with these facilities shall be borne by Landowner.
12. Master Plan Updates and Impact Fee Studies.
12.1 Parks Master Plan Update.
12.1.1. Funding of the Updated Parks Master Plan and Park Impact Fee Study. Except as otherwise provided in Section 12.1.4, Landowner shall fund its proportionate share of an update to the Parks Master Plan and a Park Impact Fee Study. Proportionate share shall be determined based upon the projects participating in the update and is initially estimated to be twenty five percent (25%) of two hundred thousand dollars ($200,000). Landowner shall deposit funds with City within thirty-five (35) days of the Effective Date, or the date the City determines Landowner's proportionate share, whichever occurs later.
12.1.2. Update to the Master Plan and Fee Study. Except as otherwise provided in Section 12.1.4, the City shall commence the update of the Parks Master Plan and Fee Study not more than thirty (30) days after receipt of funds from all participating projects. 889284.10 16
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Once the update and fee study are commenced, the City shall move forward expeditiously with the development and approval of the update and fee study. Landowner expressly acknowledges and agrees that City shall not commence the update to the Master Plan and Fee Study until and unless it receives fees sufficient to cover the costs of the updates.
12.1.3. Purpose of the Update to the Parks Master Plan and Park Impact Fee Study. The purpose of this update shall be to (1) reflect additional population projections in the Southport area (including the Project), (2) identify park facilities necessary to serve that population, (3) determine the costs associated with developing the identified park facilities, (4) incorporate the parkland dedications and parkland improvements contemplated by the parks program for the Recreational Phasing and Finance Plan (Exhibit F) into the Parks Master Plan, and (5) include a Park Impact Fee Study for the purpose of updating the City's park-related fees. Once the update is commenced, the City shall move forward expeditiously with the development and approval of the fee update.
12.1.4. Building Permits. No building permits shall be issued for the Project until the update of the Parks Master Plan and Park Impact Fee Study is completed and the updated impact fee is approved. All required improvements identified in the updated Master Plan shall be financed and constructed in accordance with the Comprehensive Recreational Phasing and Financing Plan (Exhibit F). Notwithstanding the foregoing, in the event that the update to the Parks Master Plan and Park Impact Fee Study has not been approved within eighteen (18) months after the City commences the update, Landowner may be eligible to pull building permits if Landowner pays the then existing park impact fee and enters into an agreement with the City to pay the updated park impact fee when it is approved. Landowner expressly acknowledges and agrees, however, that no building permits will be issued until and unless City receives fees from Landowner and participating projects, sufficient to cover the cost to commence the update to the Master Plan and Park Impact Fee Study.
12.1.5. Alternative Timing for Update to the Master Plan and Fee Study.
12.1.6. If the City has not obtained all the funds necessary to update the Parks Master Plan and Park Impact Fee Study within ninety (90) days of the Effective Date, then Landowner may request that the City commence the updates to the Master Plan and Impact Fee Study, subject to the written approval of the Director. Upon approval of the Director, Landowner shall deposit with the City one hundred percent (100%) of the cost of the updates.
Landowner acknowledges that, notwithstanding Section 13, Landowner may not be entitled to reimbursement for funding the updates under this Section.
Landowner may request a deferral of the update to the Master Plan and Impact Fee Study for the Project from the Director. Prior to commencement of the deferred update, Landowner shall deposit with the City one hundred percent (100%) of the cost of the update; Landowner acknowledges that, notwithstanding Section 13, Landowner may not be entitled to reimbursement for funding the updates under this Section.
12.2 Drainage Master Plan and Drainage Impact Fee Study.
12.2.1. Funding of the Updated Drainage Master Plan and Drainage Fee Study. Except as otherwise provided in Section 12.2.6, Landowner shall fund its proportionate share of an update to the Drainage Master Plan and a Drainage Impact Fee Study.
Proportionate share shall be determined based upon the projects participating in the update and their respective equivalent dwelling units. Landowner shall deposit funds with City within thirtyfive (35) days of the Effective Date, or the date the City determines Landowner's proportionate share, whichever occurs later.
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12.2.2. Update of the Master Plan and Fee Study. Except as otherwise provided in Section 12.2.6, the City shall commence the update of the Drainage Master Plan and Fee Study not more than thirty (30) days after receipt of funds from all participating projects.
Once the update and fee study are commenced, the City shall move forward expeditiously with the development and approval of the update and fee study. Landowner expressly acknowledges and agrees that City shall not commence the update to the Master Plan and Fee Study until and unless it receives fees sufficient to cover the costs of the updates.
12.2.3. Eligibility for Reimbursement.
reimbursement shall be in accordance with Section 13.
Eligibility of Landowner for
12.2.4. Construction and Financing of Improvements. The Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) and the Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) shall be revised as necessary to remain consistent with and incorporate any approved changes reflected in the update to the Drainage Master Plan. Such revisions may be approved by the City Manager if they meet the standards of Section 19.2.
12.2.5. Building Permits. No building permits shall be issued for the Project until the update of the Drainage Master Plan and Drainage Impact Fee Study is completed and the updated impact fee is approved. All required improvements identified in the updated Drainage Master Plan, as applicable to the River Park Project, shall be financed and constructed in accordance with the Comprehensive Backbone Infrastructure Phasing Plan and Comprehensive Backbone Infrastructure Finance Plan as revised in accordance with Section 11 above, as applicable to the River Park Project. Notwithstanding the foregoing, in the event that the update to the Drainage Master Plan and Drainage Impact Fee Study has not been approved within eighteen (18) months of the City commencing the update, Landowner may be eligible to pull building permits if Landowner pays the then existing drainage impact fee and enters into an agreement with the City to pay the updated drainage impact fee when it is approved.
Landowner expressly acknowledges and agrees, however, that no building permits will be issued until and unless City receives fees from Landowner and participating projects, sufficient to cover the cost to commence the update to the Master Plan and Fee Study.
12.2.6. Alternative Timing for Update to the Master Plan and Fee Study.
If the City has not obtained all the funds necessary to update the Drainage Master Plan and Drainage Impact Fee Study within ninety (90) days of the Effective Date, then Landowner may request that the City commence the updates to the Master Plan and Impact Fee Study specifically for the Project, subject to the written approval of the Director. Upon approval of the Director, Landowner shall deposit with the City one hundred percent (100%) of the cost of the updates; Landowner acknowledges that, notwithstanding Section 13, Landowner may not be entitled to reimbursement for funding the updates under this section since the update will only include the Project. The City and Landowner acknowledge and agree that the intent of this section is to provide Landowner an opportunity to move forward with the Drainage Master Plan and Drainage Impact Fee Study, in the event that the City is unable to obtain funding from all participating projects.
12.3 Water Master Plan.
12.3.1. Funding of the Updated Water Master Plan and Water Fee Study.
Except as otherwise provided in Section 12.3. 7, Landowner shall fund its proportionate share of an update to the Water Master Plan and a Water Impact Fee Study. Proportionate share shall be determined based upon the projects participating in the update and their respective equivalent dwelling units. Landowner shall deposit funds with the City within thirty-five (35) days 889284.10 18
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of the Effective Date, or the date the City determines Landowner's proportionate share, whichever occurs later.
12.3.2. Update of the Master Plan and Fee Study. Except as otherwise provided in Section 12.3.7, the City shall commence the update of the Water Master Plan and Fee Study not more than thirty (30) days after receipt of funds from all participating projects.
Once the update and fee study are commenced, the City shall move forward expeditiously with the development and approval of the update and fee study. Landowner expressly acknowledges and agrees that City shall not commence the update to the Master Plan and Fee Study until and unless it receives fees sufficient to cover the costs of the updates.
12.3.3. Water Supply, Treatment Extensions and Storage. Landowner shall construct or advance funds for water supply, treatment extensions and/or storage expansion, or other infrastructure necessary to serve the Project, as identified in the updated Water Master Plan. The City shall have a controlling role in the program, design, and construction of such facilities.
12.3.4. Eligibility for Reimbursement.
reimbursement shall be in accordance with Section 13.
Eligibility of Landowner for
12.3.5. Construction and Financing of Improvements. The Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) and the Comprehensive Backbone Infrastructure Finance Plan attached as Exhibit D shall be revised as necessary to remain consistent with and incorporate any approved changes reflected in the update to the Water Master Plan. Such revisions may be approved by the City Manager if they meet the standards of Section 19.2.
12.3.6. Building Permits. No building permits shall be issued for the Project until the update to the Water Master Plan is completed and the updated impact fee approved. All required improvements identified in the updated Water Master Plan as applicable to the River Park Project shall be financed and constructed in accordance with the Comprehensive Backbone Infrastructure Phasing Plan and Comprehensive Backbone Infrastructure Finance Plan as revised in accordance with Section 11 above. Notwithstanding the foregoing, in the event that the update to the Water Master Plan and Fee Study has not been approved within eighteen (18) months of the City commencing the update, Landowner may be eligible to pull building permits if Landowner pays the then existing water impact fee and enters into an agreement with the City to pay the updated water impact fee when it is approved.
Landowner expressly acknowledges and agrees, however, that no building permits will be issued until and unless City receives fees from Landowner and participating projects, sufficient to cover the cost to commence the update to the Master Plan and Fee Study.
12.3. 7. Alternative Timing for Update to the Master Plan and Fee Study.
If the City has not obtained all the funds necessary to update the Water Master Plan and Water Impact Fee Study within ninety (90) days of the Effective Date, then Landowner may request that the City commence the updates to the Master Plan and Impact Fee Study specifically for the Project, subject to the written approval of the Director. Upon approval of the Director, Landowner shall deposit with the City one hundred percent (100%) of the cost of the updates; Landowner acknowledges that, notwithstanding Section 13, Landowner shall not be entitled to reimbursement for funding the updates under this section since the update would only include the Project. The City and Landowner acknowledge and agree that the intent of this section is to provide Landowner an opportunity to move forward with the Water Master Plan and Water Impact Fee Study, in the event that the City is unable to obtain funding from all participating projects.
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12.4 Sewer Master Plan.
12.4.1. Funding of the Updated Sewer Master Plan and Sewer Fee Study.
Except as otherwise provided in Section 12.4. 7, Landowner shall fund an update to the Sewer Master Plan and a Sewer Impact Fee Study. Proportionate share shall be determined based upon the projects participating in the update and their respective equivalent dwelling units.
Landowner shall deposit funds with the City within thirty-five (35) days of the Effective Date, or the date the City determines Landowner's proportionate share, whichever occurs later.
12.4.2. Update of the Sewer Master Plan and Fee Study. Except as otherwise provided in Section 12.4.7, the City shall commence the update of the Sewer Master Plan and Fee Study not more than thirty (30) days after receipt of funds from all participating projects. Once the update is commenced, the City shall move forward expeditiously with the development and approval of the update and fee study. Landowner expressly acknowledges and agrees that City shall not commence the update to the Master Plan and Fee Study until and unless it receives fees sufficient to cover the costs of the updates.
12.4.3. Wastewater Treatment. Landowner shall cooperate with Sacramento Regional County Sanitation District ("SRCSD") regarding the capacity of the wastewater treatment and lower northwest inceptor. Landowner shall also construct or advance funds for any required pump station improvements and/or wastewater infrastructure expansion necessary to serve the project. The City and SRCSD shall have a controlling role in the program, design, and construction of such facilities.
12.4.4. Construction and Financing of Improvements. The Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) and the Comprehensive Backbone Infrastructure Finance Plan attached as Exhibit D shall be revised as necessary to remain consistent with and incorporate any approved changes reflected in the update to the Sewer Master Plan. Such revisions may be approved by the City Manager if they meet the standards of Section 19.2.
12.4.5. Eligibility for Reimbursement.
reimbursement shall be in accordance with Section 13.
Eligibility of Landowner for
12.4.6. Building Permits. No building permits shall be issued for the Project until the update of the Sewer Master Plan is completed and the updated impact fee approved. All required improvements identified in the updated Sewer Master Plan, as applicable to the River Park Project, shall be financed and constructed in accordance with the Comprehensive Backbone Infrastructure Phasing Plan and Comprehensive Backbone Infrastructure Finance Plan as revised in accordance with Section 11 above. Notwithstanding the foregoing, in the event that the update to the Sewer Master Plan and Fee Study has not been approved within eighteen (18) months of the City commencing the update, Landowner may be eligible to pull building permits if Landowner pays the then existing sewer impact fee and enters into an agreement with the City to pay the updated sewer impact fee when it is approved. Landowner expressly acknowledges and agrees, however, that no building permits will be issued until and unless City receives fees from Landowner and participating projects, sufficient to cover the cost to commence the update to the Master Plan and Fee Study.
12.4.7. Alternative Timing for Update to the Sewer Master Plan and Fee Study. If the City has not obtained all the funds necessary to update the Sewer Master Plan and Sewer Impact Fee Study within ninety (90) days of the Effective Date, then Landowner may request that the City commence the updates to the Master Plan and Impact Fee Study specifically for the Project, subject to the written approval of the Director. Upon approval of the 889284.10 20
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Director, Landowner shall deposit with the City one hundred percent (100%) of the costs of the updates; Landowner acknowledges that, notwithstanding Section 13, Landowner shall not be entitled to reimbursement for funding the updates under this section since the update will only include the Project. The City and Landowner acknowledge and agree that the intent of this section is to provide Landowner an opportunity to move forward with the Sewer Master Plan and Sewer Impact Fee Study, in the event that the City is unable to obtain funding from all participating projects.
12.5 Traffic.
12.5.1. Funding of the Updated Traffic Master Plan and Traffic Fee Study.
Except as otherwise provided in Section 12.5.5, Landowner shall fund an update to the Traffic Master Plan and a Traffic Impact Fee Study in accordance with Exhibit H-1. Proportionate share shall be determined based upon the projects participating in the update and their respective equivalent dwelling units. Landowner shall deposit funds with the City within thirtyfive (35) days of the Effective Date, or the date the City determines Landowner's proportionate share, whichever occurs later.
12.5.2. Update of the Master Plan and Fee Study. Except as otherwise provided in Section 12.5.5, the City shall commence the update of the Traffic Master Plan and Fee Study in accordance with Exhibit H-1 not more than thirty (30) days after receipt of funds from all participating projects. Once the update and fee study are commenced, the City shall move forward expeditiously with the development and approval of the update and fee study.
The updated Traffic Impact Fee study shall encompass the Improvements set forth in Exhibit G.
Landowner also agrees to make the roadway improvements and roadway funding commitments more particularly described in the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) and Comprehensive Backbone Infrastructure Finance Plans (Exhibit D). Landowner expressly acknowledges and agrees that City shall not commence the update to the Master Plan and Fee Study until and unless it receives fees sufficient to cover the costs of the updates.
12.5.3. Eligibility for Reimbursement.
reimbursement shall be in accordance with Section 13.
Eligibility of Landowner for
12.5.4. Building Permits. No building permits shall be issued for the Project until the update of the Traffic Master Plan is completed and the updated impact fee approved. All required improvements identified in the updated Traffic Master Plan as applicable to the River Park Project shall be financed and constructed in accordance with the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) and Comprehensive Backbone Infrastructure Finance Plans (Exhibit D). Notwithstanding the foregoing, in the event that the update to the Traffic Master Plan and Fee Study has not been approved within eighteen (18) months of the City commencing the update, Landowner may be eligible to pull building permits if Landowner pays the then existing traffic impact fee and enters into an agreement with the City to pay the updated traffic impact fee when it is approved. Landowner expressly acknowledges and agrees, however, that no building permits will be issued until and unless City receives fees from Landowner and participating projects, sufficient to cover the cost to commence the update to the Master Plan and Fee Study.
12.5.5. Alternative Timing for Update to the Master Plan and Fee Study.
If the City has not obtained all the funds necessary to update the Traffic Impact Fee Study within ninety (90) days of the Effective Date, then Landowner may request that the City commence the updates to the Traffic Impact Fee Study specifically for the Project, subject to the written approval of the Director. Upon approval of the Director, Landowner shall deposit with City one hundred percent (100%) of the cost of the updates and Landowner acknowledges that, 889284.10 21
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notwithstanding Section 13, it shall not be entitled to reimbursement for funding the update under this section since the update would only include the Project. The City and Landowner acknowledge and agree that the intent of this section is to provide Landowner an opportunity to move forward with the Traffic Impact Fee Study, in the event that the City is unable to obtain funding from all participating projects.
12.6 South River Road Bridge Project.
12.6.1. Construction of the South River Road Bridge. The South River Road Bridge, as more particularly described in Exhibit G, shall be constructed and completed prior to the issuance of the combined total of two thousand (2,000) residential building permits within the Southport area beyond those identified as Existing Plus Approved. Once the two thousandth (2,000th) threshold is reached, no further building permits shall be issued for the Project until the South River Road Bridge is constructed and open to the public for use and enjoyment.
12.6.2. Funding of the South River Road Bridge. Landowner shall pay or advance all of its fair share fees and costs for the design, development and construction of the South River Road Bridge at least eighteen (18) months before the issuance of the two thousandth (2,000th) building permit in the Southport area, or as more particularly described in the Comprehensive Financing Agreement. The Comprehensive Bridge Financing Agreement shall identify with specificity the timing of Landowner's obligations toward financing the South River Road Bridge and Landowner's proportionate share of costs.
12.6.3. Reimbursement. Landowner shall be eligible for reimbursement pursuant to Section 13. In the City's sole discretion, Landowner may alternatively establish or join a financing mechanism to fund the design, development, and construction of the Bridge.
12.7 South River Road. Prior to the approval of the first final map for the project, Landowner shall dedicate a nonexclusive right of way with respect to South River Road as required by the Public Works and Community Development Director.
12.8 Additional Traffic Improvements. Additional traffic improvements and funding commitments are set forth at Exhibit H.
13. Infrastructure and Improvements Reimbursement. Whenever the size of any improvements set forth in this Agreement are partly attributable to other development projects, or Landowner advances funds in excess of its proportionate share for the update of any master plan or fee study in accordance with this Agreement, Landowner and the City will enter into a reimbursement agreement pursuant to the City's Municipal Code Chapter 16.48. The City acknowledges that the intent of a reimbursement agreement is to provide a mechanism by which Landowner may be eligible to receive reimbursement when the reasonable cost incurred by developer in constructing public improvements exceeds the developer's fair share of the cost of the improvements. Under such circumstances, Landowner may be eligible to receive reimbursement from applicable impact fees paid by the Landowner or other developers.
Landowner acknowledges, however, that a reimbursement agreement does not guarantee reimbursement. The City finances the development of other public improvements in a similar manner, and as a result, some or all of the fees that the City will collect or be entitled to collect from other development may be used to reimburse other developers for eligible public improvements constructed by them. In addition, the City may contract directly for the construction of public improvements using available or anticipated impact fees. Consequently, the City makes no representation or warranty concerning the availability or sufficiency of future fees to provide full reimbursement to Landowner. Furthermore, in some cases Landowner may 889284.10
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be required by the terms of this Agreement to pay more than its fair share of the cost of certain public improvements. In such cases, Landowner may not be eligible for reimbursement or may be eligible for reimbursement, but in an amount less than what Landowner might otherwise be eligible to receive but for this Agreement. Nevertheless, the City and Landowner understand and agree that, within the constraints identified above, the intent of this Agreement is to attempt to provide a mechanism for reimbursing Landowner to the extent that reasonable costs exceed Landowner's "fair share," and although the City cannot guarantee a particular outcome, the City shall use its best efforts to exercise its discretion in a manner consistent with this intent.
14. Levee Improvements.
14.1 Necessary Levee Improvements. Prior to the approval of the first final map for the Project, Landowner shall comply with and implement any levee improvements determined by the City to be necessary for development of the Project. The parties anticipate that the improvements may include one or more of the following:
14.1.1. Conversion of Project's in-lieu fees with a mutually acceptable funding mechanism to City and Landowner,
14.1.2. Dedication of any land, permanent easement or right-of-way required for construction or maintenance of any feasible levee improvement which shall qualify for reimbursements or credits against the Project's in-lieu fees, in accordance with Section 13.
Prior to the approval of the first final map for the project, Landowner shall dedicate land from the landside toe of the Sacramento River levee to the normal high water elevation to the City of West Sacramento.
14.1.3. Compliance with any flood construction standards that may be eventually mandated by the City or state, and/or additional financial advancements.
14.2 Value of Land. The value of any dedicated land, easements, or rights-ofway, shall be determined by the City at the time of the first tentative map approval.
14.3 FEMA Designation. In addition to any of the above improvements, Landowner shall make a financial advancement beyond the payment of in-lieu fees, to achieve a Federal Emergency Management Agency (FEMA) designation to allow the development of the Project; provided, however, that Landowner's requirement to make additional financial contributions is Non-Project Specific and the financial advancement is proportionate to the Project. The Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E) and the Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) shall be revised to address the timing and phasing of such improvements and financial contributions. Such revisions may be approved by the City Manager if they meet the standards of Section 19.2.
14.4 Construction Easements. Prior to the approval of the first final map for the Project, Landowner shall grant to the City, without compensation or credits, temporary construction easements along the Sacramento River levee, as required by the Army Corps of Engineers, Reclamation District 900, and/or the West Sacramento Flood Control Agency, for levee improvements within the Property. Landowner agrees that areas designated by those agencies shall be no-build areas until such time that the levee improvements are constructed and completed.
15. Additional Obligations.
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15.1 Public Safety. In order to pay the start-up costs for one public safety officer for all three shifts for the first five years, Landowner shall pay $330,000 per year for five years, payable over five annual installments. The first installment shall be paid prior to issuance of the first building permit for the third phase of the Project (as described in Exhibit C), and the subsequent four installments shall be paid no later than each annual anniversary date thereafter. Landowner acknowledges that the City may adjust the $330,000 amount to account for inflation based upon the Consumer Price Index for the region. If the parties mutually agree, a CFD (or other financing mechanism acceptable to the City) may be established to finance said public safety officer position.
15.2 School Dedication. Landowner shall enter into a mitigation agreement with the Washington Unified School District ("the WUSD"), to the satisfaction of the WUSD, for the phasing and development of school facilities to serve the Project. Prior to issuance of a building permit for the Project, Landowner shall provide the City with evidence of the fully executed mitigation agreement.
15.3 Evacuation and Emergency Management Plan. Landowner shall fund its fair share of an update to the City's Evacuation and Emergency Management Plan to include the Project prior to the approval of the first final map for the Project.
15.4 Enhanced Transit System. Prior to the approval of the first small lot final map for the Project, Landowner shall participate in a phased funding mechanism to finance capital costs for an enhanced transit system, which Landowner's contribution is initially estimated at one million seven hundred thousand dollars ($1,700,000), and participate in a phased financing mechanism for annual operating costs, initially estimated at six hundred thousand dollars ($600,000). The assessment district shall include the Project and any other projects as bound between Jefferson Boulevard, the Sacramento River, and the barge canal, for an enhanced Southport-wide transit system upon City adoption. The Comprehensive Land Use Phasing Plan (Exhibit C) shall address the timing and/or phasing of such mechanism.
Landowner acknowledges that the City may adjust the $1,700,000 and $600,000 amounts to account for inflation based upon the Consumer Price Index for the region, and further acknowledges that the City may request during the term of this Agreement that the Comprehensive Land Use Phasing Plan (Exhibit C) be amended to account for Landowner's fair share of transit costs.
15.5 Traffic Reduction Plan. Prior to approval of the first small lot tentative subdivision map for the Project, Landowner shall provide the City with a traffic reduction plan for the Project to the satisfaction of the Public Works and Community Development Director, which provides measures to reduce traffic, such as:
15.5.1. Parking facilities: preferential parking for carpools and vanpools, perimeter or park-and-ride lots with shuttle service, restricted parking for single-occupancy vehicles;
15.5.2. Bicycle facilities: secured bicycle parking facilities, bicycle lockers, bicycle racks, showers and lockers;
15.5.3. Services: additional transit stops shall be provided in and around the village core to serve the MR and HR land uses; on-site sale of transit passes, shuttle services, carpool/vanpool matching services, informational and promotional programs, guaranteed ride-home program;
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15.5.4. Subsidies: subsidies for transit passes/tickets, parking subsidies, vanpool subsidies;
15.5.5. Special incentives: creative incentive programs, disincentives, schedules (flextime, alternative work shifts), telecommuting; and,
15.5.6. Other: golf cart transportation routes between the Project village core, the Project community park, and the southwest village core, golf cart parking within the Project village core and community park, employee travel allowance, reduced-emission vehicles, and on-site child care facilities.
15.6 Accessible Design. Medium density designated residential units in the Project shall vary in product type and include accessible designs, such as single story units, units with living quarters and bedrooms located on the first floor, and/or units that incorporate architectural elements such as wide hallways that promote use of the unit by senior citizens or people with disabilities.
15. 7 Greenhouse Gas Emissions Reduction Strategy. Landowner shall incorporate into the Project the strategies for reducing greenhouse gas emissions set forth in Exhibit K.
16. Rural Residential Setback. A thirty (30) foot minimum building setback shall apply for parcels within the Project that are immediately adjacent to the existing rural residential lands on the south side of Davis Road.
16.1 Financing. Landowner may request that the City initiate the formation of a Community Facilities District ("CFO") formed pursuant to the Mello Roos Community Facilities Act of 1982 (Government Code section 53311 et seq.) for the purpose of financing the acquisition or construction of the Improvements and the issuing of bonds. The decision of whether to initiate CFO formation procedures shall be within the absolute discretion of the City.
16.2 Costs. Landowner shall be responsible for the costs of establishing any CFDs.
17. Service District for Maintenance.
17 .1 Formation. Landowner waives its rights with respect to the formation of or inclusion in a special assessment district formed in accordance with the Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) or the Comprehensive Recreational Phasing and Finance Plan (Exhibit F) for the purposes of operation of Improvements or publicly owned parks and facilities. Landowner acknowledges that the services to be financed by the Assessment Districts will provide a "special benefit" to the Property (as defined in Article XIII D of the California Constitution).
18. Home Owners Association. Landowner shall cause to be established a Home Owners Association or other non-City entity, to the satisfaction of the City, to own and maintain such Improvements within the Project as are designated in accordance with the Comprehensive Backbone Infrastructure Phasing Plan (Exhibit E), Comprehensive Backbone Infrastructure Finance Plan (Exhibit D), and the Comprehensive Recreational Phasing and Finance Plan (Exhibit F). The City shall have the right to approve and enforce all bylaws for all Home Owners Association and all Covenants, Conditions and Restrictions for the Property as they pertain to maintenance and repair of Improvements or any park.
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19. Amendment or Cancellation.
19.1 Amendment by Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the Parties hereto and in accordance with the procedures of State law and the Municipal Code.
19.2 Insubstantial Amendments. The City Manager is authorized to approve insubstantial amendments to this Agreement on behalf of the City without a hearing before or action by the Planning Commission or City Council. "Insubstantial amendments" means amendments to this Agreement which do not relate to (1) the term of the Agreement; (2) the permitted uses of the Property; (3) the reservation or dedication of land; (4) the location and maintenance of on-site and off-site improvements; (5) the density or intensity of use of the Project; (6) the maximum height or size of proposed buildings or (7) monetary contributions by Landowner required by this Agreement. All other amendments shall require approval by the City Council in accordance with the Development Agreement Law.
19.3 Amendment of Project Approvals. Any amendment of Project Approvals relating to: (1) the permitted use of the Property; (2) provision for reservation or dedication of land; (3) the density or intensity of use of the Project; (4) the maximum height or size of proposed buildings; (5) monetary contributions by the Landowner; (6) the location and maintenance of on-site and off-site improvements; or (7) any other issue or subject not identified as an "insubstantial amendment" in Section19.2 of this Agreement, shall require an amendment of this Agreement. Other amendments of the Project Approval(s) shall not require amendment of this Agreement unless the amendment of the Project Approval(s) relates specifically to some provision of this Agreement.
19.4 Amendment of Limitation on Number of Units. Landowner acknowledges and agrees that the development of this Project shall not exceed 2,284 residential units.
Landowner expressly waives its rights under the Development Agreement Law to request an amendment to this Agreement or the Project Approvals for the purpose of increasing the number of units for this Project to more than 2,284 residential units.
20. Rights and Duties of Mortgage Lenders in Possession of Property. Any Mortgage Lender who comes into possession of the Property, or any portion thereof, pursuant to a foreclosure of a Mortgage, or deed in lieu of such foreclosure ("Mortgage Lender"), shall not be eligible to apply for, receive, or exercise any rights under this Agreement or any of the Project Approvals which were vested in its predecessor in title prior to the time that the Mortgage Lender comes into possession, until the Mortgage Lender contractually assumes all of the obligations of its predecessor in title under this Agreement with respect to such property, including those obligations which accrued prior to the time that the Mortgage Lender came into possession of such property. The Mortgage Lender shall be entitled to the rights of this Agreement upon presentation to the City of a written agreement between the Landowner (or Subsequent Landowner) and the Mortgage Lender clearly indicating the transfer and/or assignment and assumption of the Landowner's obligations under the Agreement.
20.1 Any such assignment and assumption by the Mortgage Lender in possession and title shall be to the satisfaction of and in a form acceptable to the City Attorney, and shall be effective when the Mortgage Lender executes and delivers to the City Clerk an express agreement to contractually assume all of the obligations of its immediate predecessor in title under this Agreement with respect to all of the Property, or portion thereof, to which it has come into possession.
21. Annual Review of Agreement.
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21.1 Review Date. The annual review date of this Agreement (the "Review Date") as required by Development Agreement Law shall be approximately twelve (12) months from the Effective Date and every twelve (12) months thereafter.
21.2 Procedures. The procedures for annual review shall be as set forth in the Development Agreement Law.
21.3 Fee for Annual Review. The cost for the City's annual review of this Agreement shall be paid by Landowner.
22. Default.
22.1 Default. The failure of either party to perform any obligation or duty under this Agreement within the time required by this Agreement shall constitute an event of default. (For purposes of this Agreement, a party asserting that the other party is in default shall be referred to as the "Complaining Party" and the other party shall be referred to as the "Defaulting Party.")
22.2 Notice. The Complaining Party may not place the Defaulting Party in default unless it has first given written notice to the Defaulting Party, specifying the nature of the default and the manner in which the default may be cured, if known to the Complaining Party.
Any failure or delay by the Complaining Party in giving such notice shall not waive such default or waive any of the Complaining Party's remedies.
22.3 Cure. The Defaulting Party shall have thirty (30) days from the receipt of notice to cure the default. If the default cannot be reasonably cured within such time, the default cure shall be deemed cured if: (1) the cure is commenced at the earliest practicable date following receipt of notice; (2) the cure is diligently prosecuted to completion at all times thereafter; (3) at the earliest practicable date (but in no event later than thirty (30) days after receiving the notice of default), the Defaulting Party provides written notice to the Complaining Party that the cure cannot be reasonably completed within such thirty (30) day period; and (4) the default is cured at the earliest practicable date, but in no event later than ninety (90) days after receipt of the first notice of default.
22.4 Remedies. If the Defaulting Party fails to cure a default in accordance with the foregoing, the Complaining Party shall have the right to terminate this Agreement upon notice to the Defaulting Party and, except as provided in Section 22.7 may pursue all remedies available at law or equity, including specific performance and injunctive relief.
22.5 Additional Procedures and Remedies. The parties acknowledge that the foregoing default procedures and remedies are in addition to, and not in lieu of, the procedures and remedies set forth in City Council Resolutions 88-111 and 96-62, and Landowner waives the argument that any default taken against Landowner is not valid for failing to comply with the procedures and remedies set forth in City Council Resolutions 88-111 and 96-62.
22.6 Building Permits. In addition to and not in lieu of its other remedies, in the event that the City gives Landowner a notice of default and opportunity to cure as provided in Section 22.3, the City shall have the right to withhold issuance of any building permits for the Project, provided there is a nexus between the default and the structure for which the permit is being withheld, except where otherwise provided in this Agreement. Such withholding shall cease when the default is cured in accordance with this Agreement. For purposes of this Section, a nexus shall be deemed to exist if the default involves the failure of Landowner to timely pay fees or undertake or complete construction of the Improvements, any park, or any 889284.10 27
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public improvement identified in this Agreement, the Mitigation Monitoring and Reporting Program, any comprehensive plan identified in Section 11, or any subsequent approval by the City related to the Project.
22.7 Waiver of Damages. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that the City would not have entered into this Agreement had it been exposed to liability for damages from Landowner, and that therefore, Landowner hereby waives all claims for damages against the City for breach of this Agreement. Landowner further acknowledges that under the Development Agreement Law, land use approvals (including development agreements) must be approved by the City Council and that under law, the City Council's discretion to vote in any particular way may not be constrained by contract.
Landowner therefore waives all claims for damages against the City in the event that this Agreement or any Project Approval is: (1) not approved by the City Council or (2) is approved by the City Council, but with new changes, amendments, conditions or deletions to which Landowner is opposed, subject to Landowner's rescission rights under Section 22.8.
Landowner further acknowledges that as an instrument which must be approved by ordinance, a development agreement is subject to referendum; and that under law, the City Council's discretion to avoid a referendum by rescinding its approval of the underlying ordinance may not be constrained by contract, and Landowner waives all claims for damages against the City in this regard.
22.8 Rescission. In the event that Landowner believes that the purposes of this Agreement have been frustrated by the City Council's approval of this Agreement or any Project Approval with new changes, amendments, conditions or deletions to which Landowner is opposed, Landowner shall have ten (10) days after such approval in which to provide notice to the City that this Agreement shall be rescinded, without any further liability of the parties.
23. Indemnification. Defense and Hold Harmless. Landowner shall indemnify, defend, and hold harmless to the fullest extent permitted by law, the City (as defined in this Agreement) from and against any and all claims, liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with the Project, the Project Approvals or the Property (including any challenge to the validity of any provision of this Agreement or the Project Approvals, and including any actions or inactions of Landowner's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Property and the Project), or Landowner's failure to comply with any of its obligations in this Agreement, or Landowner's failure to comply with any current or prospective Law; provided, however, that Landowner shall have no obligations under this Section for such loss or damage which was caused by the sole negligence or willful misconduct of the City, or with respect to the maintenance, repair or condition of any Improvement after dedication to and acceptance by the City or another public entity (except as provided in an improvement agreement or warranty bond). This indemnification obligation shall survive this Agreement and shall not be limited by any insurance policy, whether required by this Agreement or otherwise.
24. Insurance.
24.1 Public Liability and Property Damage Insurance. At all times that Landowner is constructing any Improvements, Landowner shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of one million dollars ($1,000,000) and a deductible of not more than fifty thousand dollars ($ 50,000) per claim. The policy so maintained by Landowner shall name the City as an additional insured and shall include either a severability of interest clause or cross-liability endorsement. 889284.10 28
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24.2 Workers' Compensation Insurance. At all times that Landowner is constructing any Improvements, Landowner shall maintain workers' compensation insurance for all persons employed by Landowner for work at the Project site. Landowner shall require each contractor and subcontractor similarly to provide workers' compensation insurance for its respective employees. Landowner agrees to indemnify the City for any damage resulting from Landowner's failure to maintain any such insurance.
24.3 Evidence of Insurance. Prior to commencement of construction of any Improvements, Landowner shall furnish City satisfactory evidence of the insurance required in Sections 24.1 and 24.2 and evidence that the carrier is required to give the City at least fifteen (15) days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall extend to the City, its elective and appointive boards, commissions, officers, agents, employees and representatives and to Landowner performing work on the Project.
25. Binding Effect on Successors.
25.1 Assignment. Landowner may not assign its interests under this Agreement without the: (1) written consent of the City Manager, which consent shall not be unreasonably withheld; and (2) execution by Landowner and the assignee of the form of assignment attached hereto as Exhibit H. Upon such assignment and assumption, Landowner shall be released from any further liability or obligation hereunder related to that portion of the Property so conveyed, and the Successor shall be deemed to step into the shoes of Landowner for purposes of this Agreement with respect to such conveyed property. For purposes of this Section, it shall not be unreasonable for the City Manager to withhold consent unless and until the proposed assignment demonstrates that it has the financial capability and experience needed to complete development of the Project or respective portions thereof, in the case of a partial assignment, and in accordance with the terms of this Agreement.
25.1.1. Notwithstanding the foregoing, the City Manager's consent to Landowner's assignment of its obligations to install the backbone utility and roadway improvements as referenced in the Comprehensive Backbone Infrastructure Finance Plan (Exhibit D) may be withheld in the City Manager's sole, absolute and unfettered discretion.
25.1.2. Any attempt to assign any rights under this Agreement other than by executing the form of assignment (Exhibit I) shall be void and constitute a default under this Agreement. Notwithstanding the foregoing, private parties who purchase an individual parcel defined by an approved and recorded final subdivision map that has been improved with a dwelling structure shall not be required to execute the form of assignment (Exhibit I), shall not be considered Successors, and this Agreement shall not be binding upon them.
25.2 Subsequent Assignments. Any Successor may assign its rights under this Agreement by complying with the procedures set forth in this Agreement.
25.3 Runs with the Land. Except as otherwise provided in this Agreement, all of the provisions, rights, terms, covenants, and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors and assignees, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions of this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to applicable laws, including, but not limited to, Section 1466 of the Civil Code of the State of California. Each covenant to do, or refrain from doing, some act on the Property hereunder, or with respect to any owned property: (a) is for the benefit of such properties and is a burden upon such properties; (b) runs with such properties; and (c) is 889284.10 29
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binding upon each Party and each successive owner during its ownership of such properties or any portion thereof, and shall be a benefit to and a burden upon each Party and its property hereunder and each other person succeeding to an interest in such properties.
26. Further Assurances, Consent, Cooperation and Implementation.
26.1 Further Executions. The Parties agree to execute such reasonable additional instruments as are necessary to effectuate the intent of this Agreement; provided, however, that the City Council's discretion to vote in a particular manner cannot be constrained and that the City shall not be required to incur any costs thereby. Whenever the consent or approval of the other party is required under this Agreement, such consent shall not be unreasonably withheld, conditioned or delayed. The Parties shall cooperate in good faith in obtaining any permits, entitlements or approvals required by other government entities for the Project.
26.2 Subsequent Approvals. The Parties recognize and acknowledge that certain other land use approvals, entitlements, and permits other than the Project Approvals are necessary or desirable for the Project (collectively, the "Subsequent Approvals"). In particular, the Parties contemplate that Landowner will seek approvals for subdivision maps, use permits, and building and grading permits. The Subsequent Approvals may also include, without limitation, the following: amendments of the Project Approvals, design review approvals, improvement agreements, use permits, grading permits, building permits, lot line adjustments, sewer and water connection permits, certificates of occupancy, subdivision maps, re-zonings, development agreements, permits, re-subdivisions, and any amendments to, or repealing of, any of the foregoing.
26.2.1. Landowner acknowledges that City cannot process Subsequent Approvals unless and until Landowner submits complete applications on a timely basis.
Landowner shall use its best efforts to (1) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (2) cause Landowner's planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other necessary required materials as set forth in the applicable City Law.
26.2.2. City may approve an application for such a Subsequent Approval subject to any conditions necessary to bring the Subsequent Approval into compliance with this Agreement or Applicable Law, or as necessary to make this Subsequent Approval consistent with the Project Approvals.
27. Miscellaneous.
27 .1 Prevailing Wages. Landowner shall pay prevailing wages, and shall direct its contractors and other parties with which it has a contractual relationship with respect to the Project, to pay prevailing wages only if the same is required by the Prevailing Wage Law (Labor Code Section 1720 et seq.). Landowner's indemnification, defense and hold harmless obligations under Section 23 shall extend to any failure to pay prevailing wages in connection with the Project, only as required by State law.
27 .2 Estoppal Certificate. Either Party may at any time request the other Party to certify in writing that: (1) this Agreement is in full force and effect; (2) this Agreement has not been amended except as identified by the other Party; and (3) to the best knowledge of the other Party, the requesting Party is not in default, or if in default, the other Party shall describe the nature and any amount of any such default. The other Party shall use its best efforts to 889284.10 30
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execute and return the estoppal certificate to the requesting Party within thirty (30) days of the request. The City Manager shall have authority to execute such certificates on behalf of the City.
27.3 Recordation. This Agreement shall not be operative until recorded with the Yolo County Recorder's office. Landowner shall record this Agreement at its expense with the County Recorder's office within ten (10) days of the Effective Date, and shall cause any amendment to this Agreement or any instrument affecting the term of this Agreement to be recorded within ten (10) days from date on which the same become effective. Any amendment to this Agreement or any instrument affecting the term of this Agreement which affects less than all of the Property shall contain a legal description of the portion thereof that is the subject of such amendment or instrument. Alternatively, Landowner and City may execute the instrument entitled "Memorandum of Development Agreement" attached hereto as Exhibit J, which shall be recorded against the Property, in lieu of recording the entire Agreement. 27 .4 Notices. All notices required by this Agreement or the Development Agreement Law shall be in writing and personally delivered or sent by certified mail, postage prepaid, return receipt requested.
Notice required to be given to the City shall be addressed as follows:
CITY OF WEST SACRAMENTO
Public Works and Community Development Director
1110 West Capitol Avenue
West Sacramento, CA 95691
Notice required to be given to Landowner shall be addressed as follows:
Stephen Thurtle
Senior Vice President
SCL West Sac Holdings, LLC
c/o Richland Planned Communities, Inc.
2220 Douglas Boulevard, Suite 290
Roseville, CA 95661
Either Party may change the address stated herein by giving notice in writing to the other Party, and thereafter notices shall be addressed and transmitted to the new address. All notices shall be deemed received on the earlier of the date that personal delivery is effected or the date shown on the return receipt.
27 .5 References to Municipal Code. This Agreement contains references to articles and sections of the City's Municipal Code. If, after the Effective Date, the City amends or renumbers its Municipal Code, then the references in this Agreement shall be understood to apply to the amended or renumbered Municipal Code.
27.6 Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties and any Successors. No other party shall have any cause of action or the standing to assert any rights under this Agreement.
27.7 Force Majeure. Neither Party shall be liable for, and both Parties shall be excused from, any failure to deliver or perform or for delay in delivery or performance (except any obligation to pay any sum of money) due to any act of God. The foregoing shall not apply to floods that affect the Property. The Party claiming an extension due to Force Majeure shall 889284.10 31
1JUL 08 2008
168
send written notice to the other Party within thirty (30) days from the commencement of the cause describing the circumstances.
27.8 Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy.
27 .9 Attorney's Fees and Costs in Legal Actions by Parties to the Agreement.
Should any legal action be brought by either Party for breach of this Agreement or to enforce any provisions herein, the prevailing Party to such action shall be entitled to reasonable attorney's fees, court costs, and such other costs as may he fixed by the Court. 27 .10 Attorney's Fees and Costs in Legal Actions by Third Parties to the Agreement. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project Approvals, the Parties shall cooperate and appear in defending such action. Landowner shall bear its own costs of defense as a real party in interest in any such action, and Landowner shall reimburse City for all reasonable court costs and attorneys' fees expended by City in defense of any such action or other proceeding, provided that City reasonably cooperates with Landowner in the defense of such action.
27 .11 Liability of City Officials. No City official or employee shall be personally liable under this Agreement.
27 .12 Delegation. Any reference to any City body, official or employee in this Agreement shall include the designee of that body, official or employee, except where delegation is prohibited by law.
27 .13 Severability. Should any provision of this Agreement be found invalid or unenforceable by a court of law, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.
27 .14 Integration. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes any previous oral or written agreement. This Agreement may be modified or amended only by a subsequent written instrument executed by all of the Parties.
27.15 Counterparts. This Agreement may be signed in one (1) or more counterparts, and will be effective when all of the Parties have affixed their signatures to the counterparts, at which time the counterparts together shall be deemed one (1) original document; provided, however, that all executed counterparts are provided to the City Clerk.
27.16 Interpretation. The Parties acknowledge that this Agreement has been negotiated by both Parties and their legal counsel and agree that this Agreement shall be interpreted as if drafted by both Parties.
27.17 Inconsistency. In the event of any conflict or inconsistency between the provisions of this Agreement and the Project Approvals or exhibits, this Agreement shall prevail; provided, however, that this provision shall not be interpreted to prevent an exhibit from being updated when required by this Agreement or when agreed to by the parties. 889284.10 32
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27.18 Incorporation. The following Exhibits attached hereto are incorporated into this Agreement and made a part hereof by this reference.
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Exhibit H:
Exhibit H-1
Exhibit I:
Exhibit J:
Exhibit K:
Legal Description of the Property
Additional Design Guidelines Components
Comprehensive Land Use Phasing Plan
Comprehensive Backbone Infrastructure Finance Plan
Comprehensive Backbone Infrastructure Phasing Plan
Comprehensive Recreational Phasing and Finance Plan
South River Road Bridge Project
Traffic Improvements and Funding Commitments
Traffic Impact Fee Study Requirements
Form of Assignment
Memorandum of Development Agreement
Greenhouse Gas Emissions Reduction Strategies
27.19 Compliance with Laws. In connection with its performance under this Agreement, Landowner shall comply with all applicable present and prospective laws.
27.20 Applicable Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. In the event of litigation arising under this Agreement, venue shall reside exclusively in the Superior Court of the County of Yolo. 889284.10
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27.21 Time of the Essence. Time is of the essence of this Agreement. 33 170
IN WITNESS WHEREOF, the parties hereto are executing this Agreement on the dates set forth below, to be effective as of the Effective Date. "CITY"
CITY OF WEST SACRAMENTO
Nam
By:�e: Chn:stofhff Iv. C«luik/JVL.,,
Its: fl/l� t2C
Dated: .:fol\./� / � , 2008
ATTEST:
City Clerk
APPROVED AS TO FORM:
889284.10
JUL O 8 2008
"LANDOWNER"
SCL WEST SAC HOLDINGS, LLC
A Delaware Ii • • •
I
Its: �11
or tU
Dated: Jv ne. If. 2008
34 171
Exhibit A
Legal Description of the Property
All that certain real property situated in the County of Yolo, State of California and approximately described as follows:
Beginning at the most northerly corner of Parcel D, as said Parcel is shown on Parcel Map No. 2903, filed for record in Book 4 of Parcel Maps, Page 100, Official Records of said County; Thence from said Point of Beginning along the northerly line of said Parcel Map No. 2903 the following twelve (12) courses and distances:
1. South 67°13'01" East a distance of 434.60 feet;
2. South 22°46'59" West a distance of 1000.00 feet;
3. South 67°13'01" East a distance of 1101.20 feet;
4. South 67°13'01" East a distance of 860.00 feet;
5. North 22°46'59" East a distance of 1000.00 feet;
6. South 67°13'01" East a distance of 88.00 feet;
7. South 22°15'05" East a distance of 16.98 feet;
8. South 22°42'51" West a distance of 444.79 feet to a point situate on the North line of Parcel E, as shown on said Parcel Map No. 2903;
9. Along said North line, South 67°13'01" East a distance of 455.62 feet;
10. North 22°46'59" East a distance of 456.78 feet;
11. South 67°15'52" East a distance of 349.68 feet; and
12. South 67°07' 14" East a distance of 172.62 feet to a point on the bank of the Sacramento River;
Thence along said bank the following sixteen (16) courses and distances:
1. South 24 °13' 13" East a distance of 365.80 feet;
2. South 34°14'37" East a distance of 963.05 feet;
3. South 47°29'29" East a distance of 746.03 feet;
4. South 39°05'43" East a distance of 937.44 feet;
5. South 22°05'26" East a distance of 48.80 feet;
6. South 09°55'45" East a distance of 93.24 feet;
7. South 01 °16'54" East a distance of 204.40 feet;
8. South 32°11 '22" West a distance of 94.95 feet;
9. South 29°32'54" West a distance of 139.87 feet;
10. South 51°09'16" West a distance of 91.50 feet;
11. South 77°04'21" West a distance of 85.69 feet;
12. South 44°29'47" West a distance of 164.49 feet;
13. South 48°28'21" West a distance of 143.23 feet;
14. South 60°52'54" West a distance of 190.19 feet;
15. South 70°21'44" West a distance of 236.78 feet; and
16. South 69°46'40" West a distance of 130.56 feet;
Thence North 53°50'18" West a distance of 409.63 feet; Thence South 16°54'00" East a distance of 336.50 feet to the bank of the Sacramento River; Thence along said bank the following four (4) courses and distances:
1. South 81 °28'56" West a distance of 176.93 feet;
2. South 58°34'28" West a distance of 351.66 feet;
A-1
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3. South 89°22'36" West a distance of 1459.10 feet; and
4. North 19°22'24" West a distance of 205.91 feet to the East line of Lot 3 as said Lot is described in the Grant Deed recorded as Document No. 2004-44745, Official Records of said County;
Thence along said East line North 19°22'24" West a distance of 1394.24 feet; Thence North 36°02'54" West a distance of 119.41 feet; Thence leaving said East line South 70°13'29" West a distance of 202.40 feet to the West line of Lot 2 as said Lot is described in said Grant Deed; Thence along said West line South 18°18'50" East a distance of 1435.69 feet to the bank of the Sacramento River; Thence along said bank South 18°18'50" East a distance of 185.58 feet; Thence South 86°14'11" West a distance of 294.58 feet; Thence leaving said bank South 87°46'11" West a distance of 270.26 feet; Thence North 14°58'38" West a distance of 19.90 feet; North 14°58'38" West a distance of 359.83 feet; South 74°56'04" West a distance of 673.33 feet; Thence North 15°03'56" West a distance of 295.46 feet; Thence South 75°46'34" West a distance of 284.90 feet; Thence South 15°12'01" East a distance of 172.02 feet; Thence South 75°46'34" West a distance of 506.50 feet; Thence North 15°12'41" West a distance of 172.03 feet; Thence South 75°46'34" West a distance of 549.25 feet; Thence South 63°03'04" West a distance of 433.63 feet; Thence North 26°56'56' West a distance of 1444.46 feet; Thence North 22°44'34" East a distance of 141.90 feet; Thence North 22°43'33" East a distance of 831.49 feet; Thence North 22°46'58" East a distance of 2398.35 feet to the northerly line of aforementioned Parcel D; Thence along said northerly line South 67°13'01" East a distance of 455.60 feet; Thence continuing along said northerly line North 22°47'07" East a distance of 1000.00 feet to the Point of Beginning and containing 452 acres of land, more or less. 889284.10
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A-2
173
Exhibit B
Additional River Park Design Guidelines Components
Additional River Park Design Guidelines components shall be incorporated into the River Park Design Guidelines for the Project and include and/or address the following:
IMPROVEMENT TIMING
Submit master signage (including advertising) Prior to approval of a large lot final map. and fence (subdivision theme walls) plans.
Revise design guidelines to address Prior to approval of first small lot tentative accommodation of wireless facilities in map.
commercial development.
Incorporate final land plan details for the area Prior to approval of first small lot tentative adiacent to existing Davis Rd. rural lots. map.
Revise design guidelines to reflect one-story Prior to approval of first small lot tentative height limit and/or setbacks for lots adjacent to map.
existing Davis Rd. rural lots.
Revise design guidelines to prohibit in-ground Prior to approval of first small lot tentative swimming pools and basements in levee map.
setback area.
Revise design guidelines to strengthen Prior to approval of first small lot tentative objective of providing access to existing South map.
River Road parcels. Landowner obligated to
provide access to parcels, not to build
driveways. Exact locations of access to be
determined during small lot map stage.
Update Parks section to align with final Prior to approval of a large lot final map aooroved parks program.
The planning and design of bicycle paths, pedestrian pathways, and trails shall be phased to provide connectivity to other transit corridors within the Project and adjacent transit corridors.
Such planning and design shall avoid (or if not avoidable, minimize to the extent possible) dangerous or otherwise incompatible crossings (e.g., loading docks) and internal traffic circulation.
B-1
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174
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Exhibit C
Comprehensive Land Use Phasing Plan
(Attached)
C-1
175
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UL O 8 2008
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. I
,-----,____,---_
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176
Exhibit D
Comprehensive Backbone Infrastructure Finance Plan
Prior to approval of the first tentative subdivision map for the Project, Landowner shall enter into the Comprehensive Backbone Infrastructure Finance Plan with the City, to the satisfaction of the City.
889284.10
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D-1
177
889284.10
Exhibit E
Comprehensive Backbone Infrastructure Phasing Plan
(Attached)
E-1
178
RIVER PARK WATER EXHIBIT
JUL O 8 2008
XHIBIT B-4
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■--------■ PHASE 1
-■■-■■- PHASE 2
-■-■-■- PHASE 3
NOrE: F1W. AUCNIENT All> SIZE OI W'RASTIIICftlE SHt9f al. IE S8ECT 10 NfflllJt RNIW AND APPltOYM. 8V 1ME om. ._...,IOOT
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NOTA,AIT _.,,,,,,
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L.OfH ----·· ............ IOOI
---------·-· �
PARK SANITARY SEWER EXHIBIT
I I l I It I I I I I I I I 1 It
-------- --- ---- ---
180
JUL O 8 2008
EXHIBIT B•6
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•--------• PHASE 1
-••-••-PHASE 2
•-•-•-PHASES
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Exhibit F
Comprehensive Recreational Phasing and Finance Plan
Prior to approval of the first tentative subdivision map for the Project, Landowner shall enter into the Comprehensive Recreational Phasing and Finance Plan with the City, to the satisfaction of the City.
F-1
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183
EXHIBITG
South River Road Bridge Project
The South River Road Barge Canal Crossing and Village Parkway Extension Project (the "South River Road Bridge") include the following, in addition to the right-of-way for each:
• Construction of a four (4) lane bridge over the Yolo Barge Canal (approximately 460 feet long).
• Extension of the four (4) lane Village Parkway from Stonegate Boulevard to the new canal crossing.
• Widening South River Road to three lanes (north of Barge Canal to the US-50 highway off-ramp).
• Lineal footage of the roads(+/- 7,200).
The widening of South River Road to three lanes north of the Barge Canal is considered interim due to existing right-of-way constraints along this segment, enabling earlier implementation of the project. As the South River Road industrial area redevelops, the ultimate widening of South River Road to four lanes will be required. Additionally, the project will include a two-way left-turn lane, median islands, bike lanes, traffic signals, curb, gutter, sidewalk, storm drainage, and landscaping.
G-1
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Exhibit H
Traffic Improvements and Funding Commitments
Unless otherwise indicated, the following improvements and funding commitments shall be at the sole expense of the Landowner and not eligible for credits or reimbursements by the City.
IMPROVEMENT TIMING NOTES
Extend Stonegate Drive from Prior to any improvements or Road to be limited to its southerly terminus (Parlin grading within project construction traffic only.
Ranch) to Davis Road. boundaries. Damage from construction vehicles must be repaired
prior to City acceptance. No
final lift should be installed
while road is limited to
construction traffic only.
Install a traffic signal at the With Davis Road Yarbrough to share in costs.
Jefferson Boulevard/Davis reconstruction and Intersection improvements are Road intersection. improvements to funded through City's CIP.
Davis/Gregory/Jefferson Blvd.
intersection
Reconstruct Davis Road to Prior to issuance of any Construction concurrent with latest Rural Road Standards, building permits. water line construction of both within the Project and to water line. Repair any
the west of Project to construction damage to Davis
Jefferson Blvd., including Rd. Install signal
traffic calming measures. infrastructure.
Redesign and reconstruct Prior to approval of the first Design must be approved by Davis Road/Gregory small lot final map. City.
Avenue/Jefferson Blvd.
intersection.
H-1
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Exhibit H-1
Traffic Impact Fee Study Requirements
The following improvements shall be included in the update to the Traffic Impact Fee study:
IMPROVEMENT TIMING
The realignment of the Harbor Blvd./lndustrial Needed at combined development of 6,300 Blvd. Intersection to three (3) legs. residential units in the Southport Area beyond those identified as Existing Plus Aooroved.
The construction, striping, and signage of a Needed at combined development of 350 free right-turn lane on the westbound residential units in the Southport Area beyond approach to Gateway Drive at the Jefferson those identified as Existing Plus Approved.
Boulevard intersection.
The construction, striping, and signage of a Needed at combined development of 2,650 free right-turn lane on westbound Linden Road residential units in the Southport Area beyond (north) at the Jefferson Boulevard intersection. those identified as Existing Plus Approved.
The construction, striping, and signage of an Needed at combined development of 2,750 additional left-turn lane on 15th Street at residential units in the Southport Area beyond Jefferson Boulevard. those identified as Existing Plus Approved.
The construction, striping, and signage of a Needed at combined development of 3,900 third left-turn lane and expansion of the residential units in the Southport Area beyond intersection by converting the dedicated those identified as Existing Plus Approved. northbound right-turn lane to a combined
through/right-tum lane at the Jefferson
Blvd.flake Washington Blvd. intersection.
Improvements shall include signal timing
interconnect at the Southport Parkway/Lake
Washington Blvd. intersection.
The widening of Jefferson Boulevard from Needed prior to any residential development in Linden Road (south) to Marshall Road. the Southport Area beyond those identified as Existino Plus Aooroved.
H-1, Page1
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OFFICIAL BUSINESS
Document entitled to free reoording
Government Code Section 6103
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Attn: City Clerk
EXHIBIT I
Form of Assignment
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
RIVER PARK ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS RIVER PARK ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made by and between SCL West Sac Holdings, LLC, a Delaware limited liability company ("SCL West Sac"), and ________ , a ___________ ("Assignee").
RECITALS
1. On ____ , 2008, the City of West Sacramento and SCL West Sac entered into that certain "River Park Development Agreement" (the "Development Agreement"). Pursuant to the Development Agreement, SCL West Sac agreed to develop the Property (as that term is defined in the Development Agreement) as set forth in the Development Agreement. The Development Agreement was recorded against the Property in the Official Records of Yolo County on _______ , 2008, as Instrument No. 200_-___ _
2. SCL West Sac intends to convey a portion of the Property to Assignee, commonly referred to as Parcel ____ , and more particularly identified and described in Exhibit A attached hereto and incorporated herein by this reference (the "Assigned Parcel").
3. SCL West Sac desires to assign and Assignee desires to assume all of SCL West Sac's right, title, interest, burdens and obligations under the Development Agreement with respect to and as related to the Assigned Parcel.
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, SCL West Sac and Assignee hereby agree as follows:
1. SCL West Sac hereby assigns, effective as of its conveyance of the Assigned Parcel to Assignee, all of the rights, title, interest, burdens and obligations of SCL West Sac under the Development Agreement with respect to the Assigned Parcel.
SCL West Sac retains all the rights, title, interest, burdens and obligations under the Development Agreement with respect the Property other than the Assigned Parcel. 1-1
889284.10
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2. Assignee hereby assumes all of the rights, title, interest, burdens and obligations of SCL West Sac under the Development Agreement with respect to the Assigned Parcel, and agrees to observe and fully perform all of the duties and obligations of SCL West Sac under the Development Agreement with respect to the Assigned Parcel. The parties intend hereby that, upon the execution of this Agreement and conveyance of the Assigned Parcel to Assignee, Assignee shall become substituted for SCL West Sac as the "Landowner'' under the Development Agreement with respect to the Assigned Parcel.
3. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
4. The Notice Address described in the River Park Development Agreement for SCL West Sac with respect to the Assigned Parcel shall be:
5. This Agreement may be signed in identical counterparts.
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of this __ day of ____ ,2008.
SCL WEST SAC:
a ________ _
By:---------
Print Name:
Title: ---------
889284.10
JUL 08 WO�
ASSIGNEE:
a _____________ _
By:-------------
Print Name: _________ _
Title: ------------
1-2
188
(?JV
111 111111111111 III I III I Ill Ill Ill I IIII I Ill I IIII YOLO Recorder's Office
Freddie Oakley, County Recorder
DOC- 2008-0020526-0
Exhibit J Acct 117-IJest Sac - NC
Tuesday, JUL 01, 2008 14:52:00
Memorandum of Development Agreem1 Tt l Pd $0, 00 Nbr-00007740 VRB/R6/
Recording Requested by and
When Recorded Return to:
City of West Sacramento
1110 West Capitol Avenue
West Sacramento, California 95691
No recording fee required pursuant to Government Code Section 27383
SPACE ABOVE THIS LINE FOR RECORDER'S USE
MEMORANDUM OF DEVELOPMENT AGREEMENT
/. THIS MEMORANDUM OF DEVELOPMENT AGREEMENT is made this l.B.!�ay of JvrJti; 2008, by and between the CITY OF WEST SACRAMENTO ("City") and ;f(L (J.)ef,t.Slft! /h,Ll�•Landowner'), collectively referred to as the "Parties." City and Landowner are Parties to that certain "Development Agreement" dated S,1rve.., { J<; zdflthe "Development Agreement"), the terms and conditions of which are hereby incorporated by this reference as if set forth in full herein. The Development Agreement controls the development of that certain real property, including improvements thereto, situated in the County of Yolo, State of California, and described as follows (the "Property"):
[See Exhibit A]
"CITY" "LANDOWNER"
By:,....::::=:::::::=:....,���:...._::::....__ By. ____:::ff----'------ Name: {;ha-.S-tl;pl,q:i, /4.h�ame:�..:::!::::2��L....L±.�� Its: rVlflfjtv' Its: Seniar- Vite, Pnsiclen+
Dated: ,T4-c;tt£ IF , 2008 Dated:
ATTEST:
� 4,JL-·
K�
City Clerk
889284.10
J-1
June fcf,2008
(0
189
State of California }
County of Yolo }
On June 18, 2008, before me, Neala C. Rankin, Notary Public, personally appeared Christopher L. Gabaldon, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
eala . Rankin, Notary Public
- - - - - - - --- - - - - -
.t
a NEAi.AC.RANKiN 1 J Commission# 1616714
:S Notary Public • Callfomla � Yolo County -
� 0 0 U :v :°'!"':..exr:-.o: 2: 2:9f
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
Title or type of document: Memorandum of Agreement -SCL West Sac Holdings Date of Document - June 18, 2008
2 190
State of ��\�
County of fl 10d, J?:#.:
On � \'D l 14.)i before me,. ¥,:\� �j,,ifiTT1+- , a Notary Public, personally appeared--�-=---......... ---� ......... -=--------""""""--------------- ------------------�----J who proved to me on the basis of satisfactory evidence to be the person� whose nam����bscribed to the within instrument and ��knowledged to me that� executed the same i ��!rltlietr�uthorized capaci� and that by ir signatur�) on the instrument the person�. or the entity upon behalf of which the person(� 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
(typed or printed) (Area reserved for official notarial seal) 191
Jul-01-08 02:37pm From-City of Wast Sacramento
Exhibit A
916 372 8765
Legal Description of the Property
T-587 P.O02/0O3 F-199
All that certain real property situated in the County of Yolo, State of California and approximately described as follows:
Beginning at the most northerly comer of Parcel 0, as said Parcel is shown on Parcel Map No. 2903, filed for record in Book 4 of Parcel Maps, Page 100, Official Records of said County; Thence from said Point of Beginning along the northerly line of said Parcel Map No. 2903 the following twelve ( 12) courses and distances:
1. South 67°
13'01 n East a distance of 434.60 feet;
2. South 22"46'59" West. a distance of 1000.00 feet;
3. South 67°
13'01 n East a distance of 1101.20 feet;
4. South 67°
13'01" East a distance of 860.00 feet;
5. North 22°
46'59n East a distance of 1000.00 feet;
6. South 67"13'01" East a distance of 88.00 feet;
7. South 22°
15'05" East a distance of 16.98 feet;
8. South 22°
42'51" West a distance of 444.79 feet to a point situate on the North line of Parcel E. as shown on said Parcel Map No. 2903;
9. Along said North line, South 67°
13'01" East a distance of 455.62 feet;
10. North 22"46'59" East a distance of 456.78 feet;
11. South 67°
15'52" East a distance of 349.68 feet; and
12. South 67°
07'14. East a distance of 172.62 feetto a point on the bank of the Sacramento River;
Thence along said bank the following sixteen (16) courses and distances:
1. South 24"13'13" East a distance of 365.80 feet;
2. South 34°
14'37" East a distance of 963.05 feet;
3. South 47°
29'29" East a distance of 746.03 feet;
4. South 39°
05' 43n East a distance of 937 .44 feet;
5. South 22°
05'26" East a distance of 48.80 feet;
6. South 09°
55'45" East a distance of 93.24 feet;
7. South 01 °
16'54" East a distance of 204.40 feet;
8. South 32°
11 '22a West a distance of 94.95 feet;
9. South 29°
32'54" West a distance of 139.87 feet;
10. South 51 °
09'16" West a distance of 91.50 feet;
11. South 77°
04'21" West a distance of 85.69 feet;
12. South 44°
29•47n West a distance of 164.49 feet;
13. South 48°
28'21" West a distance of 143.23 feet;
14. South 60°
52'54" West a distance of 190.19 feet;
15. South 70°
21'44" West a distance of 236.78 feet; and
16. south 69°
46'40" West a distance of 130.56 feet;
Thence North 53°50' 1 aa West a distance of 409.63 feet; Thence South 16°54'00n East a distance of 336.50 feet to the bank of the Sacramento River; Thence along said bank the following four (4) courses and distances:
1. South 81 °28'56. West. a dist.ance of 176.93 feet;
2. South 58°34'28n West a distance of 351.66 feet;
889284.10
JUL o 8 2�� ..
A-1
192
Jul-01-08 OZ:37pm From-City of Wast Sacramento 916 37Z 8765
3. South 89°22'36" West a distance of 1459.1 0 feet; and T-587 P.003/003 F-199
4. North 19°
22'24" West a distance of 205.91 feet to the East line of Lot 3 as said Lot is described in the Grant Deed recorded as Document No. 2004-44745, Official Records of said County;
Thence along said East line North 19°
22'24" West a distance of 1394.24 feet: Thence North
36°
02'54" West. a distance of 119.41 feet; Thence leaving said East line South 70°13•29• West a distance of 202.40 feet to the West line of Lot 2 as said Lot is described in said Grant Deed; Thence along said West line South 18°
18'50" East a distance of 1435.69 feet to the bank of the Sacramento River. Thence along said bank South 18°18'50p East a distance of 185.58 feet; Thence South 86°
14'11" West a distance of 294.58 feet; Thence leaving said bank South 87°46'11" West. a distance of 270.26 feet; Thence North 14° 58'38" West a distance of 19.90
feet; North 14°
58'38" West a distance of 359.83 feet; South 74°
56'04p West a distance of
673.33 feet; Thence North 15°
03'56" West a distance of 295.46 feet; Thence South 75° 46'34"
West a distance of 284.90 feet; Thence South 15D
12'01" East a distance of 172.02 feet; Thence
South 75°
46'34" West a distance of 506.50 feet; Thence North 15"12'41" West a distance of 172.03 feet; Thence South 75°46'34" West a distance of 549.25 feet; Thence South 63° 03'04"
West a distance of 433.63 feet; Thence North 26°
56'56' West a distance of 1444.46 feet;
Thence North 22°44'34" East a distance of 141.90 feet: Thence North 22° 43'33" East a distance
of 831.49 feet; Thence North 22°
46'58° East a distance of 2398.35 feet to the northerly line of aforementioned Parcel D; Thence along said northerly line South 67° 13'01" East a distance of
455.60 feet: Thence continuing along said northerly line North 22°47'0l9 East a distance of 1000.00 feet to the Point of Beginning and containing 452 acres of land, more or less. 8119284.10
JUL o 8 ,,,,,
-........ ..,
193
Exhibit K
Greenhouse Gas Emissions Reduction Strategies
The following measures to reduce greenhouse gas emissions are in addition to those set forth in the River Park Final EIR:
• Require all heating and cooling systems, as well as installed appliances, be Energy Star certified. The City will require compliance with this measure prior to issuance of final occupancy of any residential or commercial structure. • All residences, including multi-family residences, and commercial developments shall install water-efficient landscapes, meeting the minimum standards to be established by the Model Water Efficient Landscape Ordinance being prepared by the Department of Water Resources. The City will require compliance with this measure prior to issuance of final occupancy of any residential or commercial structure. • Expand MM AIR-7a to require bicycle racks within all commercial and retail areas. Bicycle spaces would be required at the ratio of at least one bike rack space per 20 vehicle parking spaces. Also, require all apartment complexes or condominium projects without garages to provide one long-term bicycle parking space for each unit without a garage. Long-term parking would consist of a bicycle locker or a locked room with bicycle racks within the complex that can be accessed by bicycle owners only. • Expand MM AIR-7c to require residential development to meet the Leadership in Energy and Environment Design or "Build It Green" standards. Require that all building plans submitted to the City for plan check include evidence of their compliance. • Rooftop photovoltaic arrays shall be available as an option on all residences.
The array shall provide at least 50 percent of the projected electrical energy needs of the residence.
• Bus shelters shall be installed at each bus stop to be designated by YoloBus within the development, and along the project's Village Parkway frontage. The shelters shall meet the requirements of YoloBus.
• The design of commercial parking lots shall include clearly marked and shaded pedestrian pathways between parking areas and building entrances, and between transit facilities and building entrances, if applicable. Shade trees installed within the project shall be selected from those species identified as "water-wise trees" on the Master Tree List in the City's Landscape Development Guidelines.
K-1
889284.10
END OF DOCUMENT
194
Attachment 4
195
RESOLUTION 26-5PC
A RESOLUTION OF THE PLANNING COMMISSION
OF THE CITY OF WEST SACRAMENTO
RECOMMENDING ADOPTION BY THE CITY COUNCIL OF A THIRD AMENDMENT
TO A DEVELOPMENT AGREEMENT WITH SUN M CAPITAL, LLC, A CALIFORNIA
LIMITED LIABILITY COMPANY, PERTAINING TO DEVELOPMENT OF THE
RIVERPARK PROJECT
WHEREAS, on June 4, 2026, the West Sacramento Planning Commission conducted a public hearing on a Third Amendment to a Development Agreement; and WHEREAS, the Planning Commission has duly considered all information before them; and
WHEREAS, the Planning Commission has found that the proposed Third Amendment to the Development Agreement is consistent with the goals, policies and implementation programs of the City of West Sacramento General Plan; and WHEREAS, the proposed Third Amendment to the Development Agreement does not require further environmental review pursuant to Sections 15162 of the CEQA Guidelines; and
NOW, THEREFORE, BE IT RESOLVED by the Planning Commission recommends that the City Council take the following actions:
1. The recitals above are true, correct, and incorporated herein by reference.
2. The Planning Commission recommends that the City Council approve the proposed Third Amendment to the Development Agreement, extending it by two years via Ordinance 26-57.
PASSED AND ADOPTED by the Planning Commission of the City of West Sacramento this 4th day of June 2026, by the following vote:
AYES: Sablan, Olivarez, Delgado, Wong, Jackson
NOES:
ABSTAIN:
ABSENT:
___________________________________
Matthew Delgado, Planning Commission Chairperson
ATTEST:
Tristan Osborn, AICP, Secretary
Docusign Envelope ID: 76A88F3B-BA84-8438-8325-3F28E88BDC94 Attachment 5 196
CITY COUNCIL AGENDA REPORT
MEETING DATE: September 9, 2026 ITEM #9
SUBJECT:
CONSIDERATION OF RESOLUTION 26-83 DELEGATING AUTHORITY TO THE CITY
MANAGER TO TAKE ANY AND ALL ACTIONS NECESSARY TO COMPLETE A PASSTHROUGH ACQUISITION AND SALE OF PROPERTY LOCATED AT 204-218 4th STREET AND 407 B STREET (APNS 010-495-004, -010, -011, -012, -013) INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
David W. Tilley
Principal Community Investment Planner
Economic Development and Housing Department
ATTACHMENT [X ] Yes [ ] No [ ] Information [ ] Direction [X] Action
OBJECTIVE
To provide the City Council with information necessary to consider facilitating the acquisition of properties located at 204, 208, 216, and 218 4th Street and 407 B Street in the Washington District for a proposed 34-unit affordable housing project to be developed by Operative Office, Inc.
RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1. Find that acquisition of the properties located at 204, 208, 216, and 218 4th Street and 407 B Street is exempt from California Environmental Quality Act (CEQA) analysis under the Class 32 (In-fill Development) Categorical Exemption, California Code of Regulations, Title 14, Division 6, Chapter 3, Article 19, Section 15332; and
2. Adopt Resolution 26-83 approving the passthrough acquisition and sale structure with Operative Office, Inc., authorizing the City Manager to execute the Purchase and Sale Agreement, and taking all necessary actions to complete the transaction, subject to the terms included in this report.
BACKGROUND
On February 19, 2025, the City Council authorized the City Manager to take actions necessary to complete a passthrough acquisition and sale of property located at 641 5th Street for the River Grove affordable housing project developed by the Operative Office (Operative). Operative, who also developed the Huddle on 5th Project and designed and facilitated completion of La Ciudad restaurant, broke ground on the River Grove Project in January 2026. Earlier this month, City staff was approached by Operative Office, Inc. ("Operative") regarding a new, similar passthrough acquisition opportunity for a proposed development of a 34-unit affordable housing project located at 204, 208, 216, and 218 4th Street and 407 B Street (“Properties”) within the Washington District (Attachment 1).
The proposed residential program comprises 33 affordable units and one manager's unit housed within two three-story buildings fronting 4th Street, offering a unit mix of 16 one-bedroom, 9 two-bedroom, and 9 threebedroom units, along with 29 on-site parking spaces. A new community building is proposed to be located on the 407 B Street parcel to provide programming space unique to the project population.
The Properties encompass 31,599 square feet (0.73 acres) and all parcels are currently vacant. The Properties are zoned R-3 High Density Residential, carrying an HR General Plan designation that permits 20.1 to 50 units per acre within the Washington Specific Plan area. The proposed height and massing of the two residential buildings would be designed to complement the adjacent 221 5th Street/Huddle on 5th project building previously developed by Operative, allowing current knowledge of site conditions and neighborhood priorities to be directly leveraged. The Properties are currently held as a single assemblage by Next Gen Capital LLC (Property Owner).
Operative and the Property Owner have negotiated terms for a passthrough acquisition and sale structured similarly to the 641-5th Street transaction, wherein the City acquires the property from the Property Owner and conveys it to Operative in a concurrent closing. This structure satisfies state funding priorities for affordable housing on publicly conveyed land. Currently, no City funds are required to complete the acquisition of the property.
197
204-218 4th/407 B Streets
September 9, 2026
ANALYSIS
Affordable housing has long been a priority for the City and the demand for affordable housing remains very high. The City has coordinated with the current property owner and Operative to facilitate Operative’s acquisition of the property, subject to the terms included in Exhibit A of Resolution 26-83 (Attachment 2) and summarized below:
• Purchase Price: $1,050,000 or $33/sf (to be paid by Operative). • Parcel Size: .73 acres.
• Deposit: $50,000 (to be paid by Operative).
• Due Diligence: Initial 90 days, with two additional 60-day extensions, subject to additional deposits. • “Put” Option: In the event Operative does not secure entitlements and/or financing to develop their proposed affordable housing project within two years of the close of escrow, Operative would have the right to require the City to repurchase the property at 75% of the purchase price ($787,500 or $24.75/sf), closing within 30 days of notice from Operative.
At this time, Operative is not requesting any subsidy from the City to complete the project. The “Put” option is a unique opportunity for the City to help reduce risk for both the current property owner and Operative. In the event Operative is unable to move forward with their proposed project, the City would purchase the property at 75% of the purchase price and could explore other uses for the site, including soliciting a private development or exploring public uses that could serve as an amenity for the Washington neighborhood. Acquisition of the property by the City, if necessary, would not be triggered for approximately one to two years, depending on the length of time needed to secure all entitlements and pursue additional financing.
Approval of Resolution 26-83 directs the City Manager to take any and all actions necessary to complete a passthrough acquisition and sale of the Properties for an affordable housing project in the Washington District.
This includes due diligence, preparing the Purchase and Sale Agreement(s) and recording all documents.
The project promotes infill development and helps to address lower-income Regional Housing Needs Allocation deficits by constructing 34 new housing units to be made available for low- and very-low-income households.
Additional community benefits include frontage sidewalk and parking improvements along 4th Street, rehabilitation of crumbling alleys to the north and south sides of the project, and a standalone 1,500-square-foot residential community/amenity building on the B Street parcel. The B Street parcel is also in the City’s Housing Element inventory.
Environmental Considerations
The proposed property acquisition is exempt from CEQA analysis under the Class 32 (In-fill Development) Categorical Exemption, California Code of Regulations, Title 14, Division 6, Chapter 3, Article 19, Section 15332 (see Attachment 3, Notice of Exemption). The purpose of facilitating transfer of the property is for a 36-unit affordable housing project. Additional environmental analysis will be required in the future to support site improvements/uses including NEPA.
Commission Recommendation
Due to the short turnaround time needed for the proposed real estate transaction, this item was not presented to the Economic Development and Housing Commission in advance of Council consideration. If approved by City Council, staff will return to the Commission to provide an update on the project.
Strategic Plan Integration
The recommended actions advance the City's affordable housing production goals, support pedestrian safety and sidewalk equity objectives consistent with the Sidewalks and Transportation Equity Program Plan, and align with Washington District Specific Plan revitalization efforts.
Alternatives
Alternatives to the recommended actions for the City Council include:
1. Direct staff to renegotiate the terms of a Purchase and Sale Agreement; or
2. Delay recommended actions to a later date.
These alternatives are not recommended as non-binding conditional offers have been accepted by the Property Owner and Operative to facilitate the affordable housing project. 198
204-218 4th/407 B Streets
September 9, 2026
Coordination and Review
This report was prepared by the Economic Development and Housing Department in coordination with the Community Development Department, Finance Department, the City Manager’s Office, and the City Attorney.
Budget/Cost Impact
There are no budget impacts to the City at this time. If the City is required to purchase the property, which wouldn’t be triggered for approximately one to two years from now, staff will return to Council with a funding request to complete the transaction. Measure G, Housing Trust Fund, and other funds could be considered based on the desired use for the site.
ATTACHMENTS
1. Vicinity Map
2. Resolution 26-83
3. Notice of Exemption
199
Attachment 1
Project Location/Parcel Map
200
RESOLUTION 26-83
RESOLUTION 26-83 OF THE CITY COUNCIL DELEGATING AUTHORITY TO THE CITY MANAGER
TO TAKE ANY AND ALL ACTIONS NECESSARY TO COMPLETE A PASSTHROUGH ACQUISITION AND SALE OF PROPERTIES LOCATED AT 204-218 4th STREET AND 407 B STREET (APN 010- 495-004, -010, -011, -012, -013)
WHEREAS, there is an ongoing need for affordable housing in West Sacramento and the Sacramento region; and
WHEREAS, Next Generation LLC ("Owner") is the current owner of properties located at 204- 218 4th Street and 407 B Street (“Properties”);
WHEREAS, A potential sale of the Properties between the Owner and Operative Office, Inc. ("Operative"), has been negotiated, subject to a City passthrough acquisition and sale; WHEREAS, the Properties have been offered to the City by the Property Owner (“Seller”); and WHEREAS, Operative, has demonstrated a track record of affordable housing projects in West Sacramento and elsewhere; and
WHEREAS, Operative has offered to purchase the Property from the City in a contemporaneous pass-through closing; and
WHEREAS, one of the Properties is identified as a potential affordable housing site in the General Plan Housing Element; and
WHEREAS, the City Manager, under the direction of the City Council, made a non-binding, conditional offer to the Seller, and accepted a non-binding conditional offer from Operative, for the purchase and sale transaction, which offers are attached hereto and incorporated herein as Exhibit A; and
NOW, THEREFORE, BE IT RESOLVED that the City of West Sacramento delegates authority to the City Manager, or designee, to take any and all actions necessary to complete the purchase of the Properties from the Seller and sale of the Property to Operative, including but not limited to:
A. Conduct due diligence on the Property; and
B. Take all actions and do all things which may be necessary or advisable to effectuate the purposes of this resolution and complete the real property transactions, including negotiating and executing the final purchase and sale agreements for the Properties, subject to the approval of the City Attorney upon substantially the same terms and conditions in Exhibit A, and completing a concurrent closing for the purchase and sale of the Property to Operative.
PASSED AND ADOPTED by the City of West Sacramento on this 9th day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Martha Guerrero, Mayor
ATTEST:
Jennifer Cusmir, City Clerk
Attachment 2
201
1110 West Capitol Avenue
West Sacramento, CA 95691
(916) 617-4500
www.cityofwestsacramento.org
August 28, 2026
RE: NON-BINDING LETTER OF OFFER TO PURCHASE PROPERTY LOCATED AT 204, 208, 216 AND 218 4th STREET AND 407 B STREET ("PROPERTY") Dear Mr. Hanly:
The City of West Sacramento ("City") is intending this letter to be a non-binding Letter of Offer that summarizes the terms and conditions under which the City proposes to purchase the Property. The sale is subject to the preparation and approval of a mutually acceptable purchase agreement with Next Generation Capital LLC ("Seller") for the Property, the approval of the City Council prior to execution of the purchase agreement, and the concurrent preparation and approval of a mutually acceptable purchase and sale agreement or option agreement between the City and the ultimate Buyer of the property from the City ("Ultimate Buyer"), identified as Operative Office, Inc., a California corporation, or its permitted assignee. The general terms and conditions under which the City and Seller would consider entering into a binding purchase and sale agreement are set forth below. • Subject Property: 204, 208, 216, and 218 4th Street (Fourth Street Parcels) and 407 B Street (B Street Parcel), West Sacramento, CA (APN Nos. [] and []). The B Street Parcel is subject to exclusion under the terms of the agreement, in which event the Property shall mean the Fourth Street Parcels only. • Purchase Price: The total Purchase Price is $1,050,000, allocated as $900,000 for the Fourth Street Parcels and $150,000 for the B Street Parcel. The parcels are to be conveyed together as a single transaction and are not severable. The Purchase Price shall be paid by the City at Close of Escrow in immediately available funds. • Escrow Holder: Escrow shall be opened with Eric Seastrom at Placer Title Company, located at 30 West Main Street, Suite A, Woodland, CA 95695. Escrow shall be opened no later than three (3) business days after mutual execution of the Agreement.
• Deposits: Within three (3) business days following full execution, the City shall deposit $50,000 into Escrow (the "Initial Deposit"). $100 of the Initial Deposit shall serve as non-refundable Independent Consideration. The Initial Deposit is fully refundable during the Feasibility Period. Following the Feasibility Period, the Initial Deposit and one-half of any Extension Deposits shall be applied to the Purchase Price at Close of Escrow, or retained as liquidated damages in the event of default by the City.
• Extension Options: If NEPA and CEQA Land Use Approvals are not complete prior to the expiration of the Feasibility Period, the City shall have two (2) consecutive 202
options to extend the Feasibility Period for sixty (60) days each upon depositing $25,000 into Escrow for each extension (each, an "Extension Deposit"). 50% of each Extension Deposit shall be applied to the Purchase Price (refundable during the Feasibility Period or upon Seller default). The remaining 50% shall be nonrefundable and immediately released from Escrow to Seller. • Seller Documents & Disclosures: Prior to the Effective Date, Seller has supplied the City with copies of all existing studies, land surveys, environmental reports (Phase I/II), leases, permits, and other relevant Property Documents. Within five (5) business days following the Effective Date, Seller shall order a Natural Hazard Disclosure Report (NHDS) for delivery to the City.
• Title Review & Disapprovals: Seller shall provide a Preliminary Title Report with underlying documents within five (5) days of opening Escrow. The City shall have thirty (30) days from the Effective Date to approve or disapprove exceptions. Seller shall notify the City within fifteen (15) days if it will cure/remove disapproved items. • Property Inspection & Feasibility Period: The City shall have ninety (90) days from the Effective Date ("Feasibility Period") to complete testing, environmental assessments, and site investigations. The City and its agents shall maintain commercial general liability insurance ($1,000,000 per occurrence / $2,000,000 aggregate) naming Seller as an additional insured prior to entry. • Closing Conditions: The City's obligation to close is conditioned upon:
1. Delivery into Escrow of all required Seller instruments.
2. Accuracy of Seller's representations and warranties (subject to a 12-month survival period post-closing and a $75,000 liability cap, excluding fraud or willful misconduct).
3. Issuance of a CLTA or ALTA Title Policy showing title vested in the City.
4. Concurrent closing of the purchase of the Property by Ultimate Buyer (Operative Office, Inc.).
• Close of Escrow: Close of Escrow shall occur on or before thirty (30) days after expiration of the Feasibility Period.
• Closing Costs: Escrow fees shall be split 50/50. Seller shall pay the cost of the CLTA Title Policy and city/county transfer taxes. The City shall pay for any title policy endorsements, ALTA policy cost differentials, and ALTA surveys. Miscellaneous costs shall be allocated according to custom in Yolo County, California. 203
• Brokerage Fees: Each party warrants that no broker commissions or finder's fees are due, and each party agrees to indemnify the other against any claims arising through them.
• Approvals & Assignment: The purchase agreement shall be subject to City Council approval. The City may assign its rights in the agreement to Ultimate Buyer concurrently with Close of Escrow upon five (5) days' prior written notice to Seller.
Expression of Intent
This offer letter shall not constitute a formal and binding agreement. This offer letter reflects the City's and the Seller's present understanding of the terms and conditions of the proposed transaction, and the City and Seller expect that the definitive agreement will be generally consistent with the material business terms set forth herein. This offer letter shall not create any legal rights or obligations between the City and the Seller. All legal rights and obligations will come into existence only when a definitive agreement is signed and delivered by both parties after approval of the City Council.
Best regards,
Aaron Laurel, City Manager
City of West Sacramento
ACKNOWLEDGED AND APPROVED BY SELLER:
Next Generation Capital LLC
a California limited liability company
By: ____________________________________
Name: Donnie Hanly
Title: Manager
Date: ________________________
204
August 28, 2026
Aaron Laurel
City Manager
1110 West Capitol Avenue
West Sacramento, CA 95691
(916) 617-4500
RE: NON-BINDING LETTER OF OFFER TO PURCHASE PROPERTY LOCATED AT 204, 208, 216 AND 218 4TH STREET AND 407 B STREET (“PROPERTY”) Dear Mr. Laurel:
Operative Office, Inc., a California corporation, or its permitted assignee (“Buyer”) intends this letter to be a non-binding Letter of Offer that summarizes the terms and conditions under which the Buyer proposes to purchase the Property. The sale is subject to the City of West Sacramento (“Seller”) successfully negotiating and entering into a Purchase and Sale Agreement with NextGen Title-Holding Entity (“Current Owner”) to acquire the Property, the concurrent preparation and approval of a mutually acceptable Purchase and Sale Agreement between the Buyer and Seller for the Property, and the approval of the City Council prior to execution of the Purchase and Sale Agreement. The general terms and conditions under which the Buyer and Seller would consider entering into a binding Purchase and Sale Agreement are set forth below.
1. Subject Property. Vacant real property located at 204, 208, 216 and 218 4th Street (collectively, the “Fourth Street Parcels”) and 407 B Street (the “B Street Parcel”), in the City of West Sacramento, CA (APNs: TBD). The Fourth Street Parcels and B Street Parcel shall be conveyed together as a single transaction. Buyer intends to develop an affordable housing project on the Property (30%–60% AMI).
2. Purchase Price. Purchase price for the Property is one million fifty thousand dollars ($1,050,000) (“Purchase Price”), allocated as nine hundred thousand dollars ($900,000) for the Fourth Street Parcels and one hundred fifty thousand dollars ($150,000) for the B Street Parcel. An initial deposit of fifty thousand dollars ($50,000) is to be made in accordance with Section 4 below. The remaining balance shall be paid at Close of Escrow in immediately available funds.
3. Escrow. Escrow shall be opened with Eric Seastrom at Placer Title Company (30 West Main Street, Suite A, Woodland, CA 95695). Escrow instructions will be executed consistent with the Purchase and Sale Agreement.
4. Deposit & Escrow Handling. Within three (3) business days following full execution of the agreement, Buyer shall deposit fifty thousand dollars ($50,000) into escrow (the "Initial Deposit"). One hundred dollars ($100.00) of the Initial Deposit shall be earned by Seller upon execution as independent non-refundable consideration. The remainder of the Initial Deposit shall be refundable during the Feasibility Period. The 205
Initial Deposit and any Extension Deposits shall be transferred directly to the escrow account for the transaction between the Current Owner and Seller to satisfy the deposit requirement for both concurrent escrows. Upon completion of the Feasibility Period, the Initial Deposit and half of any Extension Deposits shall become nonrefundable (except in the event of a Seller default) and applicable to the Purchase Price at Close of Escrow. In the event NEPA and CEQA Land Use Approvals are not complete at the expiration of the Feasibility Period, Buyer shall have two (2) consecutive options to extend the Feasibility Period for sixty (60) days each, upon payment of an Extension Deposit of $25,000 per extension. Half (50%) of each Extension Deposit shall be applied to the Purchase Price and shall be fully refundable during the Feasibility Period (as extended) or in the event of a Seller default. The other half (50%) of each Extension Deposit shall become nonrefundable (except in the event of Seller default) and released immediately from escrow to Seller or Current Owner.
5. Seller's Property Documents. Prior to or within five (5) business days following the Effective Date, Seller agrees to provide to Buyer (to the extent in Seller’s possession or control) true, correct, and complete copies of any plans, surveys, permits, environmental reports (Phase I/II), title reports, natural hazard disclosure reports, leases, service/maintenance contracts, and other relevant Property Documents to assist Buyer in its feasibility study.
6. Conditions. Buyer's obligation to purchase the Property shall be subject to satisfaction or waiver of the following conditions on or before eighty-five (85) days from the date a Purchase and Sale Agreement is executed by both parties ("Feasibility Period"):
o Title: Buyer's approval of title conditions. Buyer shall have twenty-five (25) days from receipt of the preliminary title report to object to title exceptions.
Title Company shall be prepared to issue a CLTA or ALTA owner's title insurance policy showing title vested in Buyer.
o Property Condition & Access: Buyer's approval of all environmental, physical, zoning, and regulatory conditions of the Property. Buyer shall be allowed access to the Property (upon 1 business day notice) to conduct testing, inspections, Phase I/Phase II environmental assessments, and engineering studies. Buyer shall maintain commercial general liability insurance ($1M per occurrence / $2M aggregate) naming Seller as an additional insured prior to entry. Buyer will restore the Property and indemnify Seller for entry damages.
o Land Use Approvals: NEPA, CEQA, and Land Use approvals shall be complete for Buyer’s proposed project. If incomplete at the expiration of the Feasibility Period, Buyer may extend the Feasibility Period twice for sixty (60) days each by paying the Extension Deposits set forth in Section 4. 206
o Concurrent Closing: Seller concurrently closes on the purchase of the Property from the Current Owner.
7. Property Condition / "As-Is" Sale. The Property will be conveyed in its "As-Is, Where-Is" condition with all faults. Seller makes no express or implied warranties regarding physical, environmental, or zoning conditions. Buyer waives Civil Code Section 1542 claims regarding property condition upon closing.
8. Close of Escrow. Close of Escrow (recording of the Grant Deed) shall occur on or before thirty-five (35) days after expiration of the Feasibility Period, in a concurrent escrow closing with Current Owner.
9. Escrow Holder. Placer Title Company (Woodland, CA).
10. Closing Costs & Expenses. Seller shall pay the cost of the CLTA title policy premium and any applicable city/county transfer taxes. Buyer shall pay any additional costs for an ALTA policy, endorsements, or ALTA surveys. Escrow fees shall be split 50/50 between Buyer and Seller. All other miscellaneous costs shall be allocated according to custom in Yolo County, California.
11. Brokerage Fees. Each party warrants that no brokerage commission or finder's fee is owed. Each party shall indemnify the other against any brokerage claims arising through them.
12. Approvals. The form of Purchase and Sale Agreement shall be subject to the approval of the City Council.
13. Put Option. Effective as of Close of Escrow, Buyer shall have an option (the "Put Option") to require Seller to repurchase the Property if Buyer has not obtained the required building permits to develop the Project within two (2) years from the Close of Escrow (the "Put Period"). Upon written Put Notice delivered within the Put Period, Seller shall repurchase the Property within thirty (30) days for a price equal to seventy-five percent (75%) of the original Purchase Price if the Project is deemed by Buyer in its sole discretion to be infeasible.
14. Expression of Intent. This offer letter shall not constitute a formal and binding agreement. This offer letter reflects the Buyer's and the Seller's present understanding of the terms and conditions of the proposed transaction, and the Buyer and Seller expect that the definitive agreement negotiated between the Buyer and the Seller will be generally consistent with the foregoing material business terms.
This offer letter shall not create any legal rights or obligations between the Buyer and the Seller. All legal rights and obligations will come into existence only when a definitive agreement is signed and delivered by both parties after approval of the City Council.
If the terms contained in this Letter are acceptable, please indicate agreement by signing below. On behalf of the Buyer, I look forward to working with the City on this transaction. 207
Best regards,
Operative Office, Inc.
4801 Frieda Drive
Los Angeles, CA 90065
Attn: Emily Ware / Michael den Hartog
ACKNOWLEDGED AND APPROVED BY SELLER
By: City of West Sacramento
Name: Aaron Laurel
Title: City Manager
Date: ________________________
208
Statutory Exemptions. State code number:
_______________________________________________
Print Form
Notice of Exemption Appendix E
To: Office of Planning and Research From: (Public Agency): ____________________________ P.O. Box 3044, Room 113 _______________________________________________ Sacramento, CA 95812-3044 County Clerk
(Address)
___________________________
___________________________
County of: __________________
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));
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:
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. _______________
Categorical Exemption. State type and section number: ____________________________________ ______________________________________________
______________ Title: _______________________
209 Revised 2011
CITY COUNCIL AGENDA REPORT
MEETING DATE: September 9, 2026 ITEM #10
SUBJECT:
CONSIDERATION OF THE TREASURER’S QUARTERLY FINANCIAL REPORT ON THE CITY’S INVESTMENT PORTFOLIO FOR THE PERIOD ENDING JUNE 30, 2026 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 purpose of this report is to provide the City Council with the treasurer’s quarterly report on the City’s investment portfolio for the quarter ending June 30, 2026 as outlined by the Government Code 53646(b) (1).
RECOMMENDED ACTION
Staff respectfully recommends that the City Council receive and file the Treasurer’s Quarterly Financial Report on the City’s investment portfolio for the period ending June 30, 2026.
BACKGROUND
City’s Investment Program
All local agencies are required to file regular financial reports with their legislative body on the status of their investment portfolio. One of the roles of the City’s Finance Department, is to manage investments of the City to ensure that cash flow needs are met while maximizing the investment portfolio.
The funds invested in the City’s treasury comprise pooled cash from all Funds in the City’s General Ledger, including funds held in Trust for other agencies (i.e., the Yolo-Sacramento Port District and West Sacramento Flood Control Agency (WSAFCA) JPA). City staff structure investment maturities in such a way to optimize return while ensuring enough liquid funds are available to meet the operating and capital needs of the City and agencies for which the City acts as Treasurer. The pooled cash also includes impact fee revenues collected from developers and set aside until sufficient funds are available to implement the capital projects for which they were collected, and reserve funds for budget stabilization to ensure fiscal stability of the City and its various services to the community.
It should be noted that the majority of the funds held in the City’s treasury are legally restricted and may only be used for the purposes for which they are collected. Moreover, the funds may only be invested in investments permitted by California Government Code 53600 (Code) et. al, and the City’s investment policy.
Under section 53646(b)(1) of the Government Code, the City Treasurer may prepare and transmit a quarterly financial report to the City Council on the City’s investment portfolio. This report includes:
1. The type of investment, issuer, date of maturity, and par and dollar amount invested on all securities, investments and funds held by the City;
2. A current market value as of the date of the report;
3. A stated compliance of the portfolio to the statement of the City’s adopted investment policy, or manner in which the portfolio is not in compliance; and
4. A statement denoting the ability of the local agency to meet its pool’s expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall or may not be available. Once a year, the statement of investment policy is included in the report.
This quarterly report is produced in a format designed to provide stakeholders a broad profile of the City’s Investment Portfolio. While staff is only transmitting portions of the report with key investment results, a full report with additional detail is available upon request.
210
Quarterly Treasurer’s Report Ending June 30, 2026
September 9, 2026
Analysis
This quarterly financial update gives a snapshot of how the City’s pooled investment funds were doing as of June 30, 2026. At the end of the quarter, the City’s investments had a book value of approximately $368.4 million in invested funds and the market value of those investments was about $367.8 million. On top of that, the City has earned around $1.8 million in interest that hasn’t yet been paid out. Book Value is what was paid for the investments, adjusted over time. Market Value is what the funds are worth today based on current interest rates and market demand. When interest rates go up, the market value of existing investments usually goes down, and vice versa.
Importantly, the City has cash available to pay its bills for the next six months and beyond. Two of the most flexible investment accounts in the City’s portfolio are LAIF (a State-run pool) and CAMP (another local government pool). These two accounts make up approximately 15.3% of the investment portfolio and can be accessed in just one day if needed. The City also had approximately $69.7 million in cash in its regular bank account as of June 30, which fluctuates based on day-to-day expenses.
The rest of the funds is invested in a mix of safe, longer-term investments that follow strict rules set by state law and the City’s own policies. City staff and consultant keep a close eye on how these investments are spread out (by type, maturity date, and issuer), and make adjustments regularly to respond to changes in the market. On average, investments are set to mature in about 753 days which is slightly over two years.
The overall goal of the City’s investment approach is to keep tax dollars safe, accessible, and earning a reasonable return. City staff, together with the City’s investment adviser, keep a close watch on market trends and risks to make sure the portfolio stays strong.
City of West Sacramento Consolidated Sector Allocation
June 30, 2026 March 31, 2026
Agency
0.9%
Agency CMBS
7.9%
Asset Backed
Security
6.3%
Cash
16.0%
Corporate
LAIF 18.5%
14.0%
Local Gov
Investment Pool
1.7%
Money Market
Fund
0.5%
Municipal Bonds
0.7%
Supranational
2.4%
US Treasury
31.0%
Agency
0.9%
Agency CMBS
8.6%
Asset Backed
Security
6.2%
Cash
19.0%
Corporate
18.1% LAIF
13.6%
Local Gov
Investment Pool
1.7%
Money Market
Fund
0.2%
Municipal Bonds
0.7%
Supranational
1.7%
US Treasury
29.4%
36.7%
2.6%
9.9% 12.5%
38.3%
32.7%
5.3%
9.4%
14.3%
38.3%
0%
10%
20%
30%
40%
50%
60%
70%
0-0.50 0.50-1 1-2 2-3 3-5
3/31/2026 6/30/2026
City of West Sacramento Consolidated Maturity Distribution 211
Quarterly Treasurer’s Report Ending June 30, 2026
September 9, 2026
As of June 30, 2026, the City’s main investment portfolio (not including cash, LAIF, or CAMP) had a duration of
2.56 years which is a measure of how sensitive the portfolio is to interest rate changes. This is right in line with the City’s performance and risk-measuring benchmark. The City has also continued to maintain a healthy balance by diversifying across different sectors, issuers, and timelines.
Discussion of Performance
The following is a summary of the City’s holdings by investment type, including each sector’s yield to maturity.
Yield to maturity measures the interest income the City is expected to earn for the coming 12 months, assuming nothing in the portfolio changes. As of June 30, 2026, the weighted average yield to maturity of the City’s consolidated investments (including cash, LAIF, and CAMP) was 3.52%:
Investment Type Par Value Market Value Book Value % of
Portfolio
Days to
Maturity
Yield to
Maturity
Agency $3,200,000.00 $3,185,304.00 $3,198,195.75 0.87% 677 3.90% Agency CMBS $33,068,459.22 $31,449,441.18 $31,516,417.42 8.55% 1,050 4.40% Asset Backed Security $22,693,768.99 $22,722,636.15 $22,686,800.65 6.18% 1,451 4.68% Cash $69,697,449.87 $69,697,449.87 $69,697,449.87 18.96% 1 0.66% Corporate $66,854,000.00 $66,583,813.04 $66,754,716.97 18.11% 1,377 4.56% LAIF $50,002,117.42 $50,002,117.42 $50,002,117.38 13.60% 1 3.82% Local Gov Investment Pool $6,156,962.12 $6,156,962.12 $6,152,962.12 1.67% 1 3.77% Money Market Fund $834,387.13 $834,387.13 $834,387.13 0.23% 1 3.55% Municipal Bonds $2,400,000.00 $2,411,020.80 $2,406,369.66 0.66% 1,127 4.41% Supranational $6,450,000.00 $6,392,392.90 $6,375,996.78 1.74% 1,077 4.35% US Treasury $109,170,000.00 $108,261,763.31 $108,793,387.74 29.44% 991 3.99% Grand Total $370,527,144.75 $367,697,287.92 $368,418,801.47 100% 753 3.52% The portfolio’s return comprises interest income as well as fair value appreciation, both of which are a function of movements in interest rates available in the capital markets. Interest income continues to be robust (the investment portfolio of securities is expected to earn was also 4.27% (purchase yield) for the next year (up from
4.23% last quarter; when LAIF, CAMP and cash are included the expected earnings are 3.52%). The City’s reinvestment yield (market yield) has been hovering in the 3.56%. Staff continues to work closely with the City’s investment adviser to diversify the portfolio in order to improve safety, liquidity, and return. In the current quarter, staff will continue to evaluate liquidity needs and, where possible, continue the investment in longer-duration securities.
Economic Outlook
Energy prices and inflation remained the primary drivers of the macro backdrop as the U.S.-Israel-Iran conflict entered its third month, disrupting global oil supply. Headline CPI accelerated at the fastest pace in more than three years, reflecting volatility in the energy component. Crude oil, however, retraced roughly 20% from its May– early June peak as diplomatic progress between the United States and Iran pointed to a potential framework for de-escalation. The labor market remained resilient, with continued payroll growth and subdued jobless claims.
Risk assets held firm, as equities hovered near record highs and credit spreads remained historically tight amid broadly better-than-expected corporate earnings. Taken together, the current market environment has further constrained the case for near-term monetary policy easing, leading an expected timing for rate cuts to possibly come beyond the six-month investment horizon.
The Federal Reserve’s June FOMC meeting ended with policymakers unanimously holding the target range at
3.50%–3.75%, a notable shift from the 8–4 split at April’s meeting, which marked Jerome Powell’s final session as Chair. Under new Chair Kevin Warsh, sworn in on May 22, the Committee released an unusually concise statement that referenced Middle East tensions and energy supply disruptions while removing prior forward guidance that had suggested a bias toward rate cuts. Updated projections leaned more hawkish, with 9 of 18 officials expecting at least one rate hike this year and 6 anticipating multiple increases. The shift signals that restoring price stability has reemerged as the central focus of monetary policy deliberations. 212
Quarterly Treasurer’s Report Ending June 30, 2026
September 9, 2026
Environmental Considerations
Not Applicable
Commission Recommendation
Not applicable
Strategic Plan Integration
The City’s mission includes a City Government that is Financially Sound, and the Council’s goal for achieving a Financially Sound City Government is furthered by investing the City treasury in a manner that ensures safety and liquidity first, and where possible a yield on “excess cash”. The preparation of regular quarterly reports on the City’s investments supports the mission and this goal.
Alternatives
Since this agenda report transmits a quarterly financial report pursuant to Government Code section 53646(b) (1), alternatives have not been presented.
Coordination and Review
Not applicable
Budget/Cost Impact
The investment portfolio, as a whole, earned returns at least consistent with the revenue estimates contained in the budget.
ATTACHMENT
1. Excerpts from Chandler Asset Management Investment Report (June 30, 2026) 213
PORTFOLIO SUMMARY
End Values as of
05/31/2026
End Values as of
06/30/2026
Total Market Value 372,495,973.35 369,538,862.55
Par
214
STATEMENT OF COMPLIANCE
Rules Name Limit Actual Compliance
Status Notes
AGENCY MORTGAGE SECURITIES
COMMERCIAL PAPER
CORPORATE MEDIUM TERM NOTES
215
STATEMENT OF COMPLIANCE
Rules Name Limit Actual Compliance
Status Notes
FEDERAL AGENCIES
MUTUAL FUNDS
216
STATEMENT OF COMPLIANCE
Rules Name Limit Actual Compliance
Status Notes
U.S. TREASURIES
217
PORTFOLIO CHARACTERISTICS
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Benchmark* 6/30/2026
Portfolio
3/31/2026
Portfolio
Average Maturity (yrs) 2.64 3.04 2.96
Average Modified Duration 2.46 2.56 2.50
Average Purchase Yield 4.27% 4.19%
Average Market Yield 4.16% 4.33% 4.05%
Average Quality** AA+ AA+ AA+
Total Market Value 243,683,530 242,726,781
*Benchmark: ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index **The credit quality is a weighted average calculation of the highest of S&P, and Fitch. 20 218
PORTFOLIO CHARACTERISTICS
City of West Sacramento Reporting Portfolio | Account #10676 | As of June 30, 2026 6/30/2026
Portfolio
3/31/2026
Portfolio
Average Maturity (yrs) 0.00 0.00
Average Modified Duration 0.00 0.00
Average Purchase Yield 2.07% 2.33%
Average Market Yield 2.07% 2.33%
Average Quality** AAA AAA
Total Market Value 125,855,332 104,950,020
*Benchmark: NO BENCHMARK REQUIRED
**The credit quality is a weighted average calculation of the highest of S&P, and Fitch. 27 219
PORTFOLIO CHARACTERISTICS
City of West Sacramento Cons Portfolio | Account #10677 | As of June 30, 2026 6/30/2026
Portfolio
3/31/2026
Portfolio
Average Maturity (yrs) 2.00 2.06
Average Modified Duration 1.69 1.74
Average Purchase Yield 3.52% 3.63%
Average Market Yield 3.56% 3.53%
Average Quality** AA+ AA+
Total Market Value 369,538,863 347,676,801
*Benchmark: NO BENCHMARK REQUIRED
**The credit quality is a weighted average calculation of the highest of S&P, and Fitch. 30 220
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
ABS
44934FAD7 HALST 2024-B A3 5.41 05/17/2027 110,196.41 05/14/2024
5.41%
110,193.35
110,195.51
100.11
3.96%
110,321.81
264.96
0.05%
126.30
NA/AAA
AAA
0.88 0.08
36269WAD1 GMALT 2024-2 A3 5.39
07/20/2027 57,191.36 05/07/20245.85%
57,188.04
57,190.26
100.09
3.93%
57,240.49
94.19 0.02%
50.23 NA/AAA
AAA
1.05 0.06
58770JAD6 MBALT 2024-A A3 5.32
01/18/2028 224,857.94 05/17/20245.73%
224,831.63
224,846.79
100.35
4.20%
225,649.66
531.66
0.09%
802.88
Aaa/NA
AAA
1.55 0.30
44935WAD9 HALST 2025-A A3 4.83
01/18/2028 945,000.00 01/14/20254.83%
944,929.22
944,963.28
100.29
4.32%
947,722.55
2,028.60
0.39%
2,759.26
NA/AAA
AAA
1.55 0.51
44935DAD1 HALST 2025-B A3 4.53 04/17/2028 1,625,000.00 -- 4.47% 1,626,662.31
1,625,784.47
100.19
4.33%
1,628,037.13
3,271.67
0.67%
2,252.66
NA/AAA
AAA
1.80 0.78
362962AD4 GMALT 2025-2 A3 4.58
05/22/2028 1,070,000.00 05/20/20254.84%
1,069,982.24
1,069,988.73
100.23
4.29%
1,072,429.97
1,497.41
0.44%
2,441.24
NA/AAA
AAA
1.90 0.68
161571HT4 CHAIT 2023-1 A 5.16 09/15/2028 1,350,000.00 09/07/2023
5.23%
1,349,625.78
1,349,834.70
100.25
3.96%
1,353,400.65
3,096.00
0.56%
3,565.95
NA/AAA
AAA
2.21 0.20
437930AC4 HAROT 2024-2 A3 5.27
11/20/2028 269,979.14 05/14/20245.27%
269,946.34
269,961.72
100.54
4.37%
271,443.24
513.79
0.11%
1,481.51
NA/AAA
AAA
2.39 0.56
448970AD5 HALST 2026-A A3 3.97
12/15/2028 740,000.00 01/12/20263.98%
739,891.52
739,908.01
99.32 4.46%
735,004.26
1,305.69
0.30%
(4,903.75)
NA/AAA
AAA
2.46 1.49
096919AD7 BMWOT 2024-A A3 5.18
02/26/2029 353,887.97 06/04/20245.18%
353,834.22
353,857.64
100.51
4.33%
355,679.35
305.52
0.15%
1,821.71
Aaa/AAA
NA
2.66 0.56
43813YAC6 HAROT 2024-3 A3 4.57
03/21/2029 625,123.40 08/09/20244.66%
625,025.19
625,065.05
100.20
4.31%
626,362.40
793.56
0.26%
1,297.35
Aaa/NA
AAA
2.72 0.64
05522RDJ4 BACCT 2024-1 A 4.93 05/15/2029 645,000.00 06/06/2024
4.93%
644,963.82
644,978.96
100.65
4.21%
649,163.48
1,413.27
0.27%
4,184.52
Aaa/AAA
NA
2.87 0.84
477911AD3 JDOT 2024-C A3 4.06 06/15/2029 1,352,532.78 01/22/2025
4.72%
1,334,463.79
1,340,366.63
99.80 4.30%
1,349,858.82
2,440.57
0.56%
9,492.19
Aaa/NA
AAA
2.96 0.98
34535VAD6 FORDO 2024-D A3 4.61
08/15/2029 1,145,000.00 11/19/20244.66%
1,144,963.25
1,144,975.72
100.30
4.32%
1,148,448.74
2,345.98
0.47%
3,473.02
Aaa/NA
AAA
3.13 0.90
89240JAD3 TAOT 2025-A A3 4.64 08/15/2029 1,160,000.00 01/22/2025
4.69%
1,159,953.48
1,159,968.00
100.32
4.31%
1,163,747.96
2,392.18
0.48%
3,779.96
Aaa/NA
AAA
3.13 0.86
47800DAD6 JDOT 2025 A3 4.23 09/17/2029 945,000.00 03/04/2025
5.09%
944,940.56
944,957.73
99.88 4.35%
943,829.15
1,776.60
0.39%
(1,128.59)
Aaa/NA
AAA
3.22 1.47
37 221
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
096924AD7 BMWOT 2025-A A3 4.56
09/25/2029 1,000,000.00 05/20/20254.39%
1,004,492.19
1,003,036.62
100.25
4.28%
1,002,473.00
760.00
0.41%
(563.62)
Aaa/AAA
NA
3.24 0.77
92970QAE5 WFCIT 2024-2 A 4.29 10/15/2029 720,000.00 10/17/2024
4.29%
719,893.01
719,929.22
100.06
4.28%
720,433.44
1,372.80
0.30%
504.22
Aaa/AAA
NA
3.29 1.23
44935CAD3 HART 2025-A A3 4.32 10/15/2029 1,190,000.00 03/04/2025
4.84%
1,189,824.47
1,189,874.26
100.05
4.31%
1,190,547.40
2,284.80
0.49%
673.14
NA/AAA
AAA
3.29 0.95
437921AD1 HAROT 252 A3 4.15 10/15/2029 620,000.00 04/29/2025
4.15%
619,930.75
619,948.65
99.78 4.38%
618,635.38
1,143.56
0.26%
(1,313.27)
Aaa/NA
AAA
3.29 1.14
362955AD8 GMCAR 2025-1 A3 4.62
12/17/2029 770,000.00 01/09/20255.03%
769,942.79
769,959.73
100.26
4.32%
771,983.52
1,482.25
0.32%
2,023.79
Aaa/NA
AAA
3.47 0.73
58773DAD6 MBART 2025-1 A3 4.78
12/17/2029 1,120,000.00 01/14/20254.84%
1,119,761.78
1,119,831.56
100.44
4.32%
1,124,907.84
2,379.38
0.47%
5,076.28
Aaa/NA
AAA
3.47 0.86
02582JKM1 AMXCA 2025-1 A 4.56 12/17/2029 1,000,000.00 05/20/2025
4.40%
1,004,726.56
1,002,680.74
100.39
4.32%
1,003,904.00
2,026.67
0.42%
1,223.26
NA/AAA
AAA
3.47 1.38
58770YAD3 MBALT 2026-A A3 3.93
01/15/2030 665,000.00 01/13/20263.97%
664,868.13
664,882.72
99.21 4.40%
659,768.45
1,161.53
0.27%
(5,114.28)
Aaa/NA
AAA
3.54 1.78
02582JKP4 AMXCA 2025-2 A 4.28 04/15/2030 1,625,000.00 05/06/2025
4.28%
1,624,970.59
1,624,977.36
99.90 4.38%
1,623,362.00
3,091.11
0.67%
(1,615.36)
NA/AAA
AAA
3.79 1.69
44935KAD5 HART 26B A3 4.81 02/18/2031 1,365,000.00 06/09/2026
4.86%
1,364,835.24
1,364,836.59
100.24
4.44%
1,368,281.46
2,553.31
0.57%
3,444.87
NA/AAA
AAA
4.64 2.20
22,684,640.24 100.13 22,722,636.12 9.40% 2.98
Total ABS 22,693,768.99 4.68% 22,686,800.66 4.31% 42,327.04 35,835.46 1.03 AGENCY
880591EZ1 TENNESSEE VALLEY AUTHORITY
3.875 03/15/2028 1,200,000.00 05/01/20233.81%
1,203,612.00
1,201,264.91
99.60 4.12%
1,195,200.00
13,691.67
0.49%
(6,064.91)
Aa1/AA+
AA+
1.71 1.62
3133EPME2 FEDERAL FARM CREDIT BANKS
FUNDING CORP 3.875 06/08/2028 2,000,000.00 06/07/20233.96% 1,992,080.00
1,996,930.84
99.51 4.14%
1,990,104.00
4,951.39
0.82%
(6,826.84)
Aa1/AA+
AA+
1.94 1.84
3,195,692.00 99.54 3,185,304.00 1.32% 1.85
Total Agency 3,200,000.00 3.90% 3,198,195.75 4.13% 18,643.06 (12,891.75) 1.76
AGENCY CMBS
38 222
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
3137BSP72 FHMS K-058 A2 2.653 08/25/2026 413,692.94 11/12/2021
1.36%
437,528.76
414,123.04
99.68 3.63%
412,373.67
914.61
0.17%
(1,749.37)
Aa1/AA+
AAA
0.15 0.15
3137BSRE5 FHMS K-059 A2 3.12 09/25/2026 844,534.79 02/18/2022
1.98%
880,691.44
845,893.40
99.58 4.13%
841,017.30
2,195.79
0.35%
(4,876.10)
Aa1/AAA
AAA
0.24 0.21
3137BTAC5 FHMS K-060 A2 3.3 10/25/2026 997,571.21 10/31/2022
4.80%
944,575.24
994,156.90
99.54 4.14%
992,979.39
2,743.32
0.41%
(1,177.51)
Aa1/AA+
AAA
0.32 0.29
3137FBU79 FHMS K-069 A2 3.187 09/25/2027 1,440,889.26 04/13/2023
4.08%
1,389,107.30
1,427,043.99
98.59 4.25%
1,420,595.78
3,826.76
0.59%
(6,448.21)
Aa1/AAA
AA+
1.24 1.16
3137F4D41 FHMS K-074 A2 3.6 01/25/2028 987,771.02 03/14/2023
5.09%
954,935.35
977,475.88
98.76 4.32%
975,541.43
2,963.31
0.40%
(1,934.46)
Aa1/AA+
AAA
1.57 1.45
3137FJEH8 FHMS K-081 A2 3.9 08/25/2028 3,530,000.00 -- 4.94% 3,369,780.09
3,461,206.19
98.79 4.41%
3,487,188.16
11,472.50
1.44%
25,981.97
Aa1/AA+
AAA
2.15 1.99
3137FJKE8 FHMS K-082 A2 3.92 09/25/2028 1,000,000.00 11/28/2023
4.74%
964,531.25
983,797.97
98.81 4.41%
988,116.00
3,266.67
0.41%
4,318.03
Aa1/AA+
AAA
2.24 2.02
3137H5YC5 FHMS K-748 A2 2.26 01/25/2029 2,237,000.00 03/25/2024
4.61%
2,014,523.35
2,120,007.97
94.87 4.43%
2,122,172.55
4,213.02
0.88%
2,164.58
Aa1/AA+
AAA
2.57 2.36
3137FKZZ2 FHMS K-088 A2 3.69 01/25/2029 1,400,000.00 07/29/2024
4.47%
1,355,265.63
1,374,670.82
98.12 4.43%
1,373,699.60
4,305.00
0.57%
(971.22)
Aaa/AA+
AA+
2.57 2.33
3137FLMV3 FHMS K-090 A2 3.422 02/25/2029 1,520,000.00 03/18/2024
4.70%
1,434,975.00
1,474,761.73
97.42 4.43%
1,480,752.08
4,334.53
0.61%
5,990.35
Aa1/AAA
AA+
2.66 2.43
3137FLN91 FHMS K-091 A2 3.505 03/25/2029 2,810,000.00 11/15/2024
4.65%
2,686,074.61
2,732,725.14
97.59 4.43%
2,742,363.30
8,207.54
1.13%
9,638.16
Aa1/AAA
AA+
2.73 2.45
3137FMTY8 FHMS K-094 A2 2.903 06/25/2029 1,052,000.00 12/19/2024
4.68%
977,168.28
1,002,758.88
95.77 4.43%
1,007,478.31
2,544.96
0.42%
4,719.43
Aa1/AA+
AAA
2.99 2.73
3137FNX54 FHMS K-097 A2 2.508 07/25/2029 1,250,000.00 10/22/2024
4.32%
1,153,417.97
1,188,097.13
94.50 4.43%
1,181,280.00
2,612.50
0.49%
(6,817.13)
Aaa/AA+
AA+
3.07 2.86
3137H9D71 FHMS K-750 A2 3.0 09/25/2029 3,000,000.00 11/14/2024
4.63%
2,802,304.69
2,868,957.54
96.12 4.43%
2,883,543.00
7,500.00
1.19%
14,585.46
Aa1/AA+
AAA
3.24 2.66
3137FRUT6 FHMS K-106 A2 2.069 01/25/2030 2,000,000.00 06/06/2025
4.37%
1,810,078.13
1,853,994.00
92.25 4.44%
1,844,956.00
3,448.33
0.76%
(9,038.00)
Aa1/AA+
AAA
3.57 3.33
3137FTFY8 FHMS K-109 A2 1.558 04/25/2030 1,600,000.00 12/16/2025
3.89%
1,454,625.00
1,472,657.45
90.17 4.45%
1,442,795.20
2,077.33
0.60%
(29,862.25)
Aa1/AA+
AAA
3.82 3.52
3137F8ZV8 FHMS K-123 A2 1.621 12/25/2030 2,485,000.00 06/01/2026
4.40%
2,207,087.70
2,211,660.30
88.77 4.46%
2,205,867.41
3,356.82
0.91%
(5,792.89)
Aa1/AA+
AAA
4.49 4.13
39 223
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
3137FXZ35 FHMS K-127 A2 2.108 01/25/2031 2,500,000.00 02/03/2026
4.11%
2,277,343.75
2,295,380.15
90.37 4.46%
2,259,320.00
4,391.67
0.93%
(36,060.15)
Aa1/AA+
AAA
4.57 4.22
3137F9Z79 FHMS K-125 A2 1.846 01/25/2031 2,000,000.00 04/20/2026
4.09%
1,809,375.00
1,817,048.94
89.37 4.46%
1,787,402.00
3,076.67
0.74%
(29,646.94)
Aa1/AA+
AAA
4.57 4.22
Total Agency CMBS 33,068,459.22 4.40%
30,923,388.54
31,516,417.43
95.25 4.40%
31,449,441.17
77,451.33
13.00%
(66,976.25)
2.88 2.62
CASH
CCYUSD Receivable 1,197.07 -- 1,197.07
1,197.07
1.00 1,197.07
0.00 0.00%
0.00 Aaa/AAA
AAA
0.00 0.00
Total Cash 1,197.07
1,197.07
1,197.07
1.00 1,197.07
0.00 0.00%
0.00 0.00
0.00 CORPORATE
61690U8A1 MORGAN STANLEY BANK NA
4.952 01/14/2028 1,500,000.00 11/20/20244.79%
1,504,785.00
1,501,202.35
100.25
4.64%
1,503,702.00
34,457.67
0.62%
2,499.65
Aa3/A+
AA
1.54 0.51
79466LAQ7 SALESFORCE INC 4.5 03/15/2028 1,580,000.00 03/12/2026
4.37%
1,583,831.50
1,583,232.83
99.87 4.57%
1,578,006.04
21,330.00
0.65%
(5,226.79)
A2/A+
NA
1.71 1.60
74456QBX3 PUBLIC SERVICE ELECTRIC AND
GAS CO 3.65 09/01/2028 1,000,000.00 12/07/20234.77%
953,250.00
978,521.00
98.36 4.45%
983,609.00
12,166.67
0.41%
5,088.00
A1/A
NA
2.17 2.03
66815L2Q1
NORTHWESTERN MUTUAL
GLOBAL FUNDING 4.71
01/10/2029
800,000.00
-- 4.67%801,507.56
800,762.44
100.45
4.52%
803,632.80
17,898.00
0.33%
2,870.36
Aa1/AA+
AAA
2.53 2.31
58989V2M5 MET TOWER GLOBAL FUNDING
4.0 01/14/2029 1,530,000.00 01/07/20264.05%
1,528,026.30
1,528,328.84
98.60 4.59%
1,508,633.55
28,390.00
0.62%
(19,695.29)
Aa3/AAAA2.54
2.34 57629W5B2 MASSMUTUAL GLOBAL FUNDING
II 4.85 01/17/2029 800,000.00 01/09/20244.85%
799,896.00
799,947.00
100.63
4.59%
805,004.80
17,675.56
0.33%
5,057.80
Aa3/AA+
AA+
2.55 2.32
69371RS80 PACCAR FINANCIAL CORP 4.6
01/31/2029 1,250,000.00 04/09/20244.85%
1,236,725.00
1,242,855.99
100.64
4.33%
1,257,982.50
24,118.06
0.52%
15,126.51
A1/A+
NA
2.59 2.37
17275RBR2 CISCO SYSTEMS INC 4.85
02/26/2029 685,000.00 02/21/20244.86%
684,760.25
684,872.58
101.06
4.42%
692,274.02
11,535.59
0.29%
7,401.44
A1/AANA2.66
2.36 06051GMT3 BANK OF AMERICA CORP 4.623
05/09/2029 1,000,000.00 05/19/20254.64%
999,600.00
999,750.05
99.95 4.68%
999,518.00
6,677.67
0.41%
(232.05)
A1/AAA2.86
1.75 40 224
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
24422EXT1 JOHN DEERE CAPITAL CORP 4.85
06/11/2029 750,000.00 06/07/20245.04%
743,835.00
746,367.17
101.25
4.39%
759,392.25
2,020.83
0.31%
13,025.08
A1/A
A+
2.95 2.71
341081GT8 FLORIDA POWER & LIGHT CO 5.15
06/15/2029 1,000,000.00 06/13/20244.82%
1,013,864.81
1,008,013.75
101.87
4.47%
1,018,744.00
2,288.89
0.42%
10,730.25
Aa2/A+
AA2.962.57
437076DC3 HOME DEPOT INC 4.75
06/25/2029 1,000,000.00 06/20/20244.84%
995,870.00
997,534.67
100.99
4.39%
1,009,897.00
791.67
0.42%
12,362.33
A2/A
A
2.99 2.68
713448FX1 PEPSICO INC 4.5 07/17/2029 1,165,000.00 07/15/2024
4.53%
1,163,194.25
1,163,900.33
100.31
4.39%
1,168,604.51
23,882.50
0.48%
4,704.18
A1/A+
NA
3.05 2.69
30303M8S4 META PLATFORMS INC 4.3
08/15/2029 760,000.00 08/12/20244.33%
758,820.12
759,262.74
99.78 4.38%
758,312.80
12,345.78
0.31%
(949.94)
Aa3/AANA3.13
2.85 171239AL0 CHUBB INA HOLDINGS LLC 4.65
08/15/2029 721,000.00 08/12/20244.52%
725,073.59
723,519.04
100.49
4.48%
724,550.20
12,665.57
0.30%
1,031.16
A2/A
A
3.13 2.76
40139LBJ1 GUARDIAN LIFE GLOBAL FUNDING
4.179 09/26/2029 940,000.00 09/23/20244.18%
940,000.00
940,000.00
98.69 4.62%
927,694.46
10,366.24
0.38%
(12,305.54)
Aa1/AA+
NA
3.24 2.96
61748UAK8 MORGAN STANLEY 4.133
10/18/2029 1,720,000.00 10/17/20254.25%
1,720,215.80
1,720,166.00
98.64 4.70%
1,696,522.00
14,414.99
0.70%
(23,644.00)
A1/AA+3.30
2.15 38141GD27 GOLDMAN SACHS GROUP INC
4.153 10/21/2029 1,850,000.00 -- 4.29%
1,850,234.00
1,850,179.98
98.59 4.72%
1,823,915.00
14,939.26
0.75%
(26,264.98)
A2/BBB+
A
3.31 2.15
14913UAU4 CATERPILLAR FINANCIAL SERVICES
CORP 4.7 11/15/2029 1,000,000.00 11/22/20244.71%
999,600.00
999,728.41
100.77
4.45%
1,007,722.00
6,005.56
0.42%
7,993.59
A1/A
A+
3.38 3.07
857449AE2 STATE STREET BANK AND TRUST
CO 4.782 11/23/2029 2,000,000.00 11/29/20244.60%
2,016,280.00
2,011,119.14
101.01
4.46%
2,020,174.00
10,095.33
0.84%
9,054.86
Aa2/AAAA+3.40
3.09 26444HAH4 DUKE ENERGY FLORIDA LLC 2.5
12/01/2029 1,368,000.00 12/02/20244.63%
1,239,667.92
1,280,123.48
93.53 4.57%
1,279,472.62
2,850.00
0.53%
(650.87)
A1/A
NA
3.42 3.21
64952WFK4 NEW YORK LIFE GLOBAL FUNDING
4.6 12/05/2029 1,560,000.00 12/02/20244.61%
1,559,110.80
1,559,389.83
99.95 4.62%
1,559,177.88
5,182.67
0.64%
(211.95)
Aa1/AA+
AAA
3.43 3.13
89236TNA9 TOYOTA MOTOR CREDIT CORP
4.95 01/09/2030 1,660,000.00 01/06/20255.00%
1,656,447.60
1,657,494.25
101.15
4.59%
1,679,053.48
39,259.00
0.69%
21,559.23
A1/A+
A+
3.53 3.13
46647PEB8 JPMORGAN CHASE & CO 5.012
01/23/2030 1,000,000.00 01/21/20255.02%
999,750.00
999,839.66
100.68
4.79%
1,006,774.00
21,997.11
0.42%
6,934.34
A1/A
AA3.572.33
63743HFX5
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORP 4.95
02/07/2030
1,000,000.00
02/05/2025
4.88%
1,002,872.78
1,002,058.16
101.05
4.63%
1,010,538.00
19,800.00
0.42%
8,479.84
A2/NA
A
3.61 3.14
41 225
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
00287YDZ9 ABBVIE INC 4.875 03/15/2030 2,000,000.00 05/21/2025
4.67%
2,017,080.00
2,013,081.50
101.10
4.55%
2,022,012.00
28,708.33
0.84%
8,930.50
A2/ANA3.71
3.25 06051GMY2 BANK OF AMERICA CORP 4.477
04/23/2030 1,500,000.00 05/19/20264.69%
1,488,045.00
1,488,395.15
99.37 4.67%
1,490,539.50
12,684.83
0.62%
2,144.35
A1/AAA3.81
2.59 40139LBK8 GUARDIAN LIFE GLOBAL FUNDING
4.798 04/28/2030 1,000,000.00 05/19/20254.62%
1,007,620.00
1,005,900.85
100.32
4.70%
1,003,199.00
8,396.50
0.41%
(2,701.85)
Aa1/AA+
NA
3.83 3.43
57629TBX4 MASSMUTUAL GLOBAL FUNDING
II 4.55 05/07/2030 1,000,000.00 05/19/20254.68%
994,200.00
995,502.04
99.26 4.76%
992,633.00
6,825.00
0.41%
(2,869.04)
Aa3/AA+
AA+
3.85 3.47
69371RT71 PACCAR FINANCIAL CORP 4.55
05/08/2030 1,000,000.00 05/19/20254.57%
999,060.00
999,270.90
100.63
4.37%
1,006,342.00
6,698.61
0.42%
7,071.10
A1/A+
NA
3.85 3.48
74153WCW7 PRICOA GLOBAL FUNDING I 4.7
05/28/2030 1,200,000.00 05/20/20254.69%
1,200,310.50
1,200,242.65
99.86 4.74%
1,198,310.40
5,170.00
0.50%
(1,932.25)
Aa3/AAAA3.91
3.52 66815L2W8 NORTHWESTERN MUTUAL
GLOBAL FUNDING 4.6 06/03/2030 1,000,000.00 05/27/20254.60% 999,820.00
999,858.74
99.72 4.68%
997,198.00
3,577.78
0.41%
(2,660.74)
Aa1/AA+
AAA
3.93 3.54
74464AAC5 PUBLIC STORAGE OPERATING CO
4.375 07/01/2030 2,500,000.00 08/19/20254.32%
2,506,150.00
2,505,040.46
99.35 4.56%
2,483,702.50
54,687.50
1.03%
(21,337.96)
A2/A
NA
4.00 3.63
24422EYF0 JOHN DEERE CAPITAL CORP 4.375
10/15/2030 2,000,000.00 11/04/20254.22%
2,013,840.00
2,012,015.11
99.40 4.53%
1,987,918.00
18,472.22
0.82%
(24,097.11)
A1/A
A+
4.29 3.83
141781CF9 CARGILL INC 4.125 10/23/2030 1,285,000.00 10/20/2025
4.14%
1,284,026.95
1,284,160.70
97.93 4.66%
1,258,426.20
10,012.29
0.52%
(25,734.50)
A2/A
NA
4.31 3.87
665859AY0 NORTHERN TRUST CORP 4.15
11/19/2030 1,500,000.00 11/13/20254.15%
1,499,940.00
1,499,947.36
98.55 4.52%
1,478,323.50
7,262.50
0.61%
(21,623.86)
A2/A+
A+
4.39 3.94
64952WFR9 NEW YORK LIFE GLOBAL FUNDING
4.25 01/09/2031 1,275,000.00 01/05/20264.29%
1,272,960.00
1,273,153.27
98.37 4.65%
1,254,188.18
25,889.58
0.52%
(18,965.10)
Aa1/AA+
AAA
4.53 3.98
74340XCQ2 PROLOGIS LP 4.75 01/15/2031 2,000,000.00 01/14/2026
4.22%
2,046,500.00
2,042,173.82
100.51
4.62%
2,010,292.00
43,805.56
0.83%
(31,881.82)
A2/A
NA
4.54 3.89
6944PL3M9 PACIFIC LIFE GLOBAL FUNDING II
4.375 02/03/2031 1,250,000.00 01/29/20264.34%
1,251,725.00
1,251,585.19
98.72 4.69%
1,233,945.00
22,482.64
0.51%
(17,640.19)
Aa3/AAAA4.60
4.04 92826CAZ5 VISA INC 4.1 02/12/2031 1,570,000.00 02/03/2026
4.13%
1,567,896.20
1,568,056.35
98.91 4.36%
1,552,897.99
24,853.97
0.64%
(15,158.36)
Aa3/AANA4.62
4.09 023135DD5 AMAZON.COM INC 4.25
03/13/2031 1,500,000.00 05/19/20264.73%
1,469,430.00
1,470,160.34
98.47 4.62%
1,476,982.50
19,125.00
0.61%
6,822.16
A1/AA
AA4.704.16
46647PBJ4 JPMORGAN CHASE & CO 4.493
03/24/2031 1,500,000.00 05/19/20264.74%
1,484,025.00
1,484,404.28
99.12 5.30%
1,486,807.50
18,159.21
0.61%
2,403.22
A1/A
AA4.733.35
42 226
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
743315BC6 PROGRESSIVE CORP 4.6
03/26/2031 1,800,000.00 04/13/20264.41%
1,814,454.00
1,813,820.27
99.67 4.68%
1,793,975.40
21,850.00
0.74%
(19,844.87)
A2/A
A
4.74 4.16
95000U2L6 WELLS FARGO & CO 4.478
04/04/2031 2,000,000.00 05/14/20265.22%
1,987,520.00
1,987,848.61
98.92 5.38%
1,978,444.00
21,643.67
0.82%
(9,404.61)
A1/BBB+
A+
4.76 3.38
89236TQB4 TOYOTA MOTOR CREDIT CORP
4.55 05/14/2031 1,805,000.00 05/11/20264.60%
1,801,335.85
1,801,432.17
99.17 4.74%
1,790,047.38
10,722.20
0.74%
(11,384.79)
A1/A+
A+
4.87 4.29
14913V2D9 CATERPILLAR FINANCIAL SERVICES
CORP 4.5 05/15/2031 2,400,000.00 -- 4.55%
2,395,212.60
2,395,335.82
99.53 4.61%
2,388,645.60
13,800.00
0.99%
(6,690.22)
A1/A
A+
4.87 4.30
532457DL9 ELI LILLY AND CO 4.375
05/20/2031 825,000.00 05/06/20264.40%
824,117.25
824,137.55
99.23 4.55%
818,649.98
4,110.68
0.34%
(5,487.58)
Aa3/AANA4.89
4.33 57636QBL7 MASTERCARD INC 4.6 06/08/2031 2,060,000.00 06/04/2026
4.62%
2,058,352.00
2,058,372.76
99.85 4.63%
2,056,833.78
6,054.11
0.85%
(1,538.98)
Aa3/A+
NA
4.94 4.36
67066GAR5 NVIDIA CORP 4.5 06/15/2031 1,245,000.00 06/15/2026
4.54%
1,242,634.50
1,242,651.37
99.65 4.58%
1,240,592.70
2,023.13
0.51%
(2,058.67)
Aa1/AA
NA
4.96 4.39
Total Corporate 66,854,000.00 4.56%
66,703,473.13
66,754,717.00
99.61 4.62%
66,583,813.01
770,169.90
27.53%
(170,903.99)
3.77 3.22
MONEY MARKET
FUND
X9USDDGCM BNY DREYFUS GVT CM INST 834,387.13 -- 3.55%
834,387.13
834,387.13
1.00 3.55%
834,387.13
0.00 0.35%
0.00 Aaa/AAAm
NA
0.00 0.00
Total Money Market
Fund 834,387.13 3.55%
834,387.13
834,387.13
1.00 3.55%
834,387.13
0.00 0.35%
0.00 0.00
0.00 MUNICIPAL BONDS
13063EGT7 CALIFORNIA STATE 4.5 08/01/2029 2,400,000.00 -- 4.41% 2,409,753.35
2,406,369.66
100.46
4.34%
2,411,020.80
45,000.00
1.00%
4,651.14
Aa2/AAAA3.09
2.80 Total Municipal
Bonds 2,400,000.00 4.41%
2,409,753.35
2,406,369.66
100.46
4.34%
2,411,020.80
45,000.00
1.00%
4,651.14
3.09 2.80
SUPRANATIONAL
43 227
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
459058KT9
INTERNATIONAL BANK FOR
RECONSTRUCTION AND
DEVELOPM 3.5 07/12/2028
2,450,000.00
08/25/2023
4.56%
2,337,814.50
2,403,208.75
98.71 4.17%
2,418,350.90
40,254.86
1.00%
15,142.15
Aaa/AAA
NA
2.03 1.91
459058LN1
INTERNATIONAL BANK FOR
RECONSTRUCTION AND
DEVELOPM 3.875 10/16/2029
2,000,000.00
12/12/2024
4.25%
1,967,440.00
1,977,845.20
99.00 4.20%
1,980,066.00
16,140.00
0.82%
2,220.80
Aaa/AAA
NA
3.30 3.03
459058LR2
INTERNATIONAL BANK FOR
RECONSTRUCTION AND
DEVELOPM 4.125 03/20/2030
2,000,000.00
03/14/2025
4.20%
1,993,200.00
1,994,942.83
99.70 4.21%
1,993,976.00
23,145.83
0.82%
(966.83)
Aaa/AAA
NA
3.72 3.38
Total Supranational 6,450,000.00 4.35%
6,298,454.50
6,375,996.78
99.11 4.19%
6,392,392.90
79,540.69
2.64%
16,396.12
2.95 2.71
US TREASURY
91282CCW9 UNITED STATES TREASURY 0.75
08/31/2026 530,000.00 09/23/20210.90%
526,252.73
529,873.15
99.50 3.77%
527,357.95
1,328.60
0.22%
(2,515.20)
Aa1/AA+
AA+
0.17 0.16
91282CLS8 UNITED STATES TREASURY 4.125
10/31/2026 1,400,000.00 11/14/20244.29%
1,395,789.06
1,399,281.49
100.06
3.93%
1,400,788.20
9,729.62
0.58%
1,506.71
Aa1/AA+
AA+
0.34 0.33
912828YQ7 UNITED STATES TREASURY 1.625
10/31/2026 1,200,000.00 11/02/20224.41%
1,078,125.00
1,189,801.95
99.26 3.88%
1,191,093.60
3,285.33
0.49%
1,291.65
Aa1/AA+
AA+
0.34 0.33
91282CDG3 UNITED STATES TREASURY 1.125
10/31/2026 1,060,000.00 11/15/20211.25%
1,053,540.63
1,059,564.38
99.08 3.92%
1,050,279.80
2,009.10
0.43%
(9,284.58)
Aa1/AA+
AA+
0.34 0.33
91282CLY5 UNITED STATES TREASURY 4.25
11/30/2026 2,000,000.00 12/18/20244.35%
1,996,171.88
1,999,181.61
100.13
3.91%
2,002,640.00
7,199.45
0.83%
3,458.39
Aa1/AA+
AA+
0.42 0.41
91282CME8 UNITED STATES TREASURY 4.25
12/31/2026 3,500,000.00 12/30/20244.26%
3,499,589.84
3,499,897.18
100.13
3.98%
3,504,648.00
404.21
1.45%
4,750.82
Aa1/AA+
AA+
0.50 0.49
91282CJT9 UNITED STATES TREASURY 4.0
01/15/2027 3,000,000.00 01/16/20254.25%
2,985,937.50
2,996,175.31
100.01
3.98%
3,000,228.00
55,359.12
1.24%
4,052.69
Aa1/AA+
AA+
0.54 0.52
91282CEW7 UNITED STATES TREASURY 3.25
06/30/2027 3,000,000.00 -- 3.69%
2,968,183.60
2,987,442.01
99.16 4.12%
2,974,827.00
264.95
1.23%
(12,615.01)
Aa1/AA+
AA+
1.00 0.97
91282CFB2 UNITED STATES TREASURY 2.75
07/31/2027 1,180,000.00 -- 2.99%
1,166,739.07
1,177,104.54
98.54 4.15%
1,162,715.36
13,535.77
0.48%
(14,389.18)
Aa1/AA+
AA+
1.08 1.04
91282CFH9 UNITED STATES TREASURY 3.125
08/31/2027 3,500,000.00 -- 3.28%
3,474,796.89
3,494,087.16
98.86 4.13%
3,460,079.00
36,557.40
1.43%
(34,008.16)
Aa1/AA+
AA+
1.17 1.12
44 228
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
91282CFU0 UNITED STATES TREASURY 4.125
10/31/2027 2,400,000.00 11/03/20224.41%
2,368,968.75
2,391,705.70
99.94 4.17%
2,398,593.60
16,679.35
0.99%
6,887.90
Aa1/AA+
AA+
1.34 1.27
91282CLX7 UNITED STATES TREASURY 4.125
11/15/2027 3,000,000.00 11/14/20244.25%
2,989,218.75
2,995,057.36
99.94 4.17%
2,998,125.00
15,805.03
1.24%
3,067.64
Aa1/AA+
AA+
1.38 1.31
91282CGC9 UNITED STATES TREASURY 3.875
12/31/2027 700,000.00 01/25/20233.57%
709,679.69
702,946.93
99.58 4.17%
697,046.70
73.71 0.29%
(5,900.23)
Aa1/AA+
AA+
1.50 1.44
91282CMF5 UNITED STATES TREASURY 4.25
01/15/2028 4,000,000.00 01/07/20254.37%
3,986,875.00
3,993,251.71
100.11
4.17%
4,004,376.00
78,425.41
1.66%
11,124.29
Aa1/AA+
AA+
1.54 1.45
91282CGH8 UNITED STATES TREASURY 3.5
01/31/2028 1,000,000.00 03/14/20233.90%
982,578.13
994,336.18
98.97 4.18%
989,688.00
14,599.45
0.41%
(4,648.18)
Aa1/AA+
AA+
1.59 1.50
91282CGP0 UNITED STATES TREASURY 4.0
02/29/2028 2,900,000.00 02/23/20234.16%
2,879,269.53
2,893,101.19
99.73 4.16%
2,892,297.60
38,771.74
1.20%
(803.59)
Aa1/AA+
AA+
1.67 1.57
91282CHA2 UNITED STATES TREASURY 3.5
04/30/2028 2,100,000.00 -- 3.55%
2,095,664.07
2,098,377.54
98.82 4.17%
2,075,308.20
12,383.15
0.86%
(23,069.34)
Aa1/AA+
AA+
1.84 1.74
91282CHE4 UNITED STATES TREASURY 3.625
05/31/2028 3,000,000.00 -- 4.01%
2,958,515.62
2,979,819.97
99.02 4.16%
2,970,468.00
9,211.07
1.23%
(9,351.97)
Aa1/AA+
AA+
1.92 1.82
91282CHX2 UNITED STATES TREASURY 4.375
08/31/2028 550,000.00 09/25/20234.62%
544,199.22
547,449.07
100.42
4.17%
552,320.45
8,042.63
0.23%
4,871.38
Aa1/AA+
AA+
2.17 2.02
91282CJF9 UNITED STATES TREASURY 4.875
10/31/2028 750,000.00 10/27/20234.79%
752,841.80
751,326.80
101.54
4.17%
761,543.25
6,159.99
0.31%
10,216.45
Aa1/AA+
AA+
2.34 2.17
91282CJN2 UNITED STATES TREASURY 4.375
11/30/2028 900,000.00 12/28/20233.83%
921,937.50
910,773.53
100.46
4.17%
904,148.10
3,335.04
0.37%
(6,625.43)
Aa1/AA+
AA+
2.42 2.26
91282CJR3 UNITED STATES TREASURY 3.75
12/31/2028 2,150,000.00 -- 3.98%
2,127,462.89
2,138,647.85
99.01 4.17%
2,128,667.70
219.09
0.88%
(9,980.15)
Aa1/AA+
AA+
2.50 2.36
91282CJW2 UNITED STATES TREASURY 4.0
01/31/2029 3,100,000.00 -- 4.30%
3,058,937.50
3,078,478.16
99.57 4.18%
3,086,679.30
51,723.76
1.28%
8,201.14
Aa1/AA+
AA+
2.59 2.39
91282CKG5 UNITED STATES TREASURY 4.125
03/31/2029 2,500,000.00 -- 4.59%
2,448,730.47
2,471,570.18
99.88 4.17%
2,497,070.00
25,922.13
1.03%
25,499.82
Aa1/AA+
AA+
2.75 2.55
91282CKP5 UNITED STATES TREASURY 4.625
04/30/2029 4,000,000.00 -- 4.47%
4,027,509.77
4,015,691.01
101.20
4.17%
4,047,812.00
31,168.48
1.67%
32,120.99
Aa1/AA+
AA+
2.83 2.61
91282CKX8 UNITED STATES TREASURY 4.25
06/30/2029 1,250,000.00 07/18/20244.09%
1,258,837.89
1,255,355.56
100.23
4.17%
1,252,832.50
144.36
0.52%
(2,523.06)
Aa1/AA+
AA+
3.00 2.79
91282CLK5 UNITED STATES TREASURY 3.625
08/31/2029 2,500,000.00 09/11/20243.45%
2,519,628.91
2,512,526.56
98.40 4.17%
2,459,960.00
30,290.42
1.02%
(52,566.56)
Aa1/AA+
AA+
3.17 2.92
45 229
HOLDINGS REPORT
City of West Sacramento Operating Portfolio | Account #10675 | As of June 30, 2026 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
91282CLN9 UNITED STATES TREASURY 3.5
09/30/2029 1,500,000.00 10/04/20243.76%
1,482,187.50
1,488,376.34
97.97 4.17%
1,469,532.00
13,196.72
0.61%
(18,844.34)
Aa1/AA+
AA+
3.25 3.01
91282CLR0 UNITED STATES TREASURY 4.125
10/31/2029 3,000,000.00 11/19/20244.24%
2,985,234.38
2,990,041.79
99.84 4.18%
2,995,194.00
20,849.18
1.24%
5,152.21
Aa1/AA+
AA+
3.34 3.06
91282CMA6 UNITED STATES TREASURY 4.125
11/30/2029 2,000,000.00 12/18/20244.40%
1,975,625.00
1,983,165.47
99.84 4.17%
1,996,876.00
6,987.70
0.83%
13,710.53
Aa1/AA+
AA+
3.42 3.14
91282CMD0 UNITED STATES TREASURY 4.375
12/31/2029 4,000,000.00 -- 4.49%
3,978,828.13
3,985,031.11
100.64
4.17%
4,025,780.00
475.54
1.66%
40,748.89
Aa1/AA+
AA+
3.50 3.21
91282CGQ8 UNITED STATES TREASURY 4.0
02/28/2030 5,000,000.00 -- 4.00%
4,999,257.82
4,999,508.02
99.39 4.18%
4,969,725.00
66,847.83
2.05%
(29,783.02)
Aa1/AA+
AA+
3.67 3.33
91282CGS4 UNITED STATES TREASURY 3.625
03/31/2030 5,000,000.00 -- 3.86%
4,947,812.51
4,959,488.01
98.06 4.19%
4,903,125.00
45,560.11
2.03%
(56,363.01)
Aa1/AA+
AA+
3.75 3.43
91282CGZ8 UNITED STATES TREASURY 3.5
04/30/2030 4,000,000.00 07/15/20254.02%
3,909,531.25
3,927,635.35
97.58 4.19%
3,903,124.00
23,586.96
1.61%
(24,511.35)
Aa1/AA+
AA+
3.83 3.52
91282CNG2 UNITED STATES TREASURY 4.0
05/31/2030 5,000,000.00 06/03/20254.02%
4,996,484.38
4,997,240.76
99.32 4.19%
4,966,210.00
16,939.89
2.05%
(31,030.76)
Aa1/AA+
AA+
3.92 3.58
91282CNK3 UNITED STATES TREASURY 3.875
06/30/2030 5,000,000.00 07/09/20253.98%
4,976,562.50
4,981,157.08
98.84 4.19%
4,942,190.00
526.49
2.04%
(38,967.08)
Aa1/AA+
AA+
4.00 3.66
91282CNX5 UNITED STATES TREASURY 3.625
08/31/2030 7,500,000.00 -- 3.71%
7,470,605.47
7,475,141.78
97.83 4.20%
7,337,400.00
90,871.26
3.03%
(137,741.78)
Aa1/AA+
AA+
4.17 3.77
91282CPN5 UNITED STATES TREASURY 3.5
11/30/2030 7,000,000.00 -- 3.68%
6,943,281.25
6,949,705.19
97.20 4.20%
6,803,671.00
20,751.37
2.81%
(146,034.19)
Aa1/AA+
AA+
4.42 4.03
91282CQG9 UNITED STATES TREASURY 3.875
03/31/2031 3,000,000.00 04/08/20263.92%
2,993,789.06
2,994,072.77
98.58 4.21%
2,957,343.00
29,221.31
1.22%
(36,729.77)
Aa1/AA+
AA+
4.75 4.25
Total US Treasury 109,170,000.00 3.99%
108,435,180.94
108,793,387.76
99.18 4.15%
108,261,763.31
808,442.73
44.77%
(531,624.45)
2.71 2.50
Total Portfolio 244,671,812.41 4.27%
241,486,166.90
242,567,469.23
98.55 4.33%
241,841,955.51
1,841,574.75
100.00%
(725,513.72)
3.04 2.56
Total Market Value +
Accrued 243,683,530.26
46 230
CITY COUNCIL AGENDA REPORT
MEETING DATE: September 9, 2026 ITEM #11
SUBJECT:
CONSIDERATION OF RESOLUTION 26-74 APPROVING THE FINANCING OF CERTAIN EQUIPMENT AND VEHICLES 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 [X] Information [ ] Direction [ ] Action
OBJECTIVE
This report requests approval of City Council Resolution 26-74, which authorizes the lease-purchase financing of vehicles 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.
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 vehicles and equipment funded by Measure O and other funds in the amount of $2,600,000; and
2. Adopt Resolution 26-74 approving the financing of the equipment and vehicles and declaring the City’s intent to reimburse itself from the proceeds of debt for certain expenditures.
BACKGROUND
On June 17, 2026, the City Council approved the budget to finance certain vehicles and equipment as part of the budget amendments for fiscal year 2026-27. These requests included vehicles and equipment funded by Measure O and other funds for the Fire Department, Police Department, and Parks and Recreation Department.
Additional details for the financed vehicles and equipment can be found in Attachment 2.
Approval of the lease-purchase financing is conditioned upon the Council’s approval of the financing. Staff has obtained a letter of intent from JP Morgan Chase Bank to finance the purchase in the amount of $2,600,000 over a 5-year period at an estimated interest rate of 4.75%. This financing will spread the costs of the equipment and vehicle purchases over several years and minimize the budget impact in the current fiscal year. Lease payments will be approximately $590,000 annually. The term of the loan will more closely align with the expected life cycle of the equipment.
Resolution 26-74 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 26-74.
ANALYSIS
The City has an existing banking relationship with JP Morgan Chase Bank and this will be the fifth lease-purchase financing the City has entered into with them. The business terms provided by JP Morgan Chase Bank include a 4.75% interest rate and a 5-year term. Payments will be made annually. At the end of the lease term the City will take ownership of the financed equipment.
Resolution 26-74 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 previous equipment leases. 231
Resolution 26-74 - Vehicle and Equipment Financing
September 9, 2026
Environmental Considerations
Not applicable
Commission Recommendation
Not applicable
Strategic Plan Integration
Not applicable.
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, Police Department, and Parks and Recreation Department.
Budget/Cost Impact
The total cost for the vehicle and equipment to be financed is $2,600,000. Financing the capital investment is proposed to be funded through a lease-purchase agreement with JP Morgan Chase Bank over a 5-year period and will involve debt service payments of approximately $590,000 annually. 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 4.75%.
Sufficient budget appropriation was included in the FY 26-27 Operations and Maintenance budget from Measure O and the General Equipment Fund to fund the vehicle and equipment financing.
ATTACHMENTS
1. Resolution 26-74
2. Financed Vehicles and Equipment
232
Attachment 1
RESOLUTION 26-74
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO
APPROVING THE FINANCING OF CERTAIN VEHICLES AND EQUIPMENT FUNDED BY
MEASURE O AND OTHER FUNDS
WHEREAS, on June 17, 2026, the City Council approved the FY 2026-27 Operations and Maintenance budget which included annual appropriations of $590,000 for the financing of certain vehicles and equipment for the Fire Department, Police Department, and Parks and Recreation 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 estimated annual principal amount of such debt expected to be issued to finance the Project costs is $2,600,000 over a 5-year term; 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 Finance Director is authorized to execute a lease agreement with JP Morgan Chase Bank in the amount of $2,600,000 for a term not to exceed 5 years and an interest rate not to exceed 4.75%.
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. 233
Resolution 26-74
APPROVED, PASSED, AND ADOPTED this 9th day of September 2026, 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
234
Attachment 2 - FY 26-27 Vehicle and Equipment Financing DP ID Title Department Cost Center Purchase
Price
Estimated Annual
Financing
Description of Financed
Equipment/Vehicle
981 New Fire Plans Examiner/Inspector Vehicle Fire 207-9152-5572 $ 45,000.00 $ 10,212.00 1 Vehicle 992 Recreation Van Replacements Parks & Recreation 207-9510-5572 $ 125,000.00 $ 28,365.00 2 Passenger Vans 1003 Replacement Self Contained Breathing Apparatus (SCBA) Fire 212-9151-5950 $ 900,000.00 $ 204,231.00 New SCBA 1025 Police Department Unmarked Fleet Budget Increase Police 207-9110-5255 $ 58,000.00 $ 13,162.00 Unmarked Admin Vehicle 1025 Police Department Unmarked Fleet Budget Increase Police 207-9111-5255 $ 464,000.00 $ 105,292.00 8 Investigation Vehicles 600 Parks Operations Fleet Vehicle Replacement Parks & Recreation 207-9520-5572 $ 1,008,000.00 $ 228,738.00 8 Heavy Duty Trucks w Upfit Total $ 2,600,000.00 $ 590,000.00
235
CITY COUNCIL AGENDA REPORT
MEETING DATE: September 9, 2026 ITEM # 12
SUBJECT:
CONSIDERATION OF A CONTRACT FOR SERVICES WITH UNIVERSAL COATINGS FOR
ROOF REPAIRS AND SEALING AT CITY HALL
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Lorianne Landsaw, Senior Analyst
Public Works Operations & Maintenance
Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action
OBJECTIVE
The purpose of this report is to provide the City Council with sufficient information to consider for approval a construction contract with Universal Coatings for roof repairs and sealing at City Hall.
RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1. Find that the contract for roof repair and sealing at City Hall is exempt from CEQA analysis under the Class 1 Categorical Exemption, under California Code of Regulation, Title 14, Division 6, Chapter 3, Section 15301(d) and 15032(c);
2. Award a contract to perform roof repair and sealing to Universal Coatings in the amount of $64,500.00 and authorize the City Manager or his designee to execute the contract;
3. Authorize the City Manager or his designee to execute non-substantive changes or modifications to the Contract with approval from the City Attorney;
4. Authorize the City Manager or his designee to execute amendments or change orders up to 10% of the contract amount ($6,450.00);
5. Authorize the City Manager or his designee to execute amendments or change orders, to extend the term of the contract, if necessary.
BACKGROUND
The City Hall building at 1110 West Capitol Avenue in West Sacramento was completed in 2001. In 2015, a project to install solar panels on the roof of City Hall was implemented and completed in early 2016. Since that time, there have been reports of leaks in the roof, specifically on the north side of the building.
ANALYSIS
Since the initial leaks were discovered, staff has attempted various methods to repair and correct the issue.
However, since the leaks are located underneath the solar panels, staff has been unable to properly address the problem.
To find a more permanent solution to this issue, staff developed and issued an Invitation to Bid for City Hall Roof Repair (26-056-ITB) on June 19, 2026. The ITB closed on Friday, July 10, 2026 with one responsive bidder, Universal Coatings. After review of the bid, staff is proposing to move forward with the roof repair and coating project and awarding the contract to Universal Coatings.
Environmental Considerations
The roof repair and sealing at City Hall project is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines 15301 (Class 1). Class 1 consists of 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. The City Hall roof repair will not involve disturbance of any topographical features, nor will it expand the current use.
Commission Recommendation
Not applicable
Strategic Plan Integration
Not applicable.
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Alternatives
The City Council may decide to:
1. Approve the recommended action; or
2. Direct staff to re-issue the ITB for a different pool of respondents.
Coordination and Review
The Invitation to Bid and subsequent review was coordinated with the Finance and Capital Projects Department.
Budget/Cost Impact
The funding for this project was included in the Capital Improvement Program budget in CIP-54034. There is sufficient funding appropriated to the project to cover the cost of the construction contract and associated City staff time. No additional funds are requested at this time.
ATTACHMENT
1. PWO26-276 Universal Coatings Construction Contract
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CONSTRUCTION CONTRACT
THIS CONTRACT made on August 19, 2026 by and between the CITY OF WEST SACRAMENTO (“City”), and Universal Coatings, Inc., hereinafter “Contractor”. The City and Contractor may be collectively referred to as the “parties”.
The parties have mutually covenanted and agreed as follows:
1. THE CONTRACT DOCUMENTS:
The complete Contract consists of the following documents (“Contract Documents”):
Construction Contract (See Part 2)
Payment Bond to accompany Contract (See Part 2)
Performance Bond to accompany Contract (See Part 2)
Contractor’s Certification Regarding Workers’ Compensation (See Part 2) General Conditions (See Part 3)
Supplemental Conditions (Special Provisions) (See Part 4) Drawings
Technical Specifications (See Part 4)
Change Orders
City of West Sacramento Standard Specifications 2002, with Amendments #1 & #2 State of California Department of Transportation (Caltrans) Standard Specifications 2015 Contractor’s Emergency Invoice (Accepted Bid)
2. THE WORK:
The Contractor agrees to furnish all tools, equipment, apparatus, facilities, labor, transportation, and material necessary to perform and complete in a good and workmanlike manner, the City Hall Roof Repair “Project” as called for, and in the manner designated in, and in strict conformity with, the Contract Documents. It is understood and agreed that the tools, equipment, apparatus, facilities, labor, transportation, and material shall be furnished and the work performed and completed as required in the Drawings and Specifications under the sole direction and control of the Contractor, and subject to inspection and approval of the City, or its representatives. The City hereby designates as its representative for the purpose of this Contract the following named person: Schawn Franklin, Equipment and Facilities Superintendent
3. CONTRACT PRICE:
The City agrees to pay and the Contractor agrees to accept, in full payment for the work above agreed to be done, the sum of Sixty-Four Thousand Five Hundred Dollars ($64,500) for the Project subject to additions and deductions as provided in the Contract Documents.
4. COMPLETION DATE:
The Project shall be commenced on the date specified in the Notice to Proceed. The total project will be completed within ninety (90) working days, as defined in the General Conditions, after the date stated in the Notice to Proceed. 238
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5. NOTICE AND SERVICE THEREOF:
Any notice from one party to the other under the Contract shall be in writing and shall be dated and signed by the party giving such notice or by a duly authorized representative of such party. Any such notice shall not be effective for any purpose whatsoever unless served in the following manner, namely:
(a) If the notice is given to the City, by personal delivery thereof to the Director of Capital Projects, or by depositing the same in the United States mail, enclosed in a sealed envelope, postage prepaid, and certified; addressed to the City at:
City of West Sacramento
Rebecca Scott, Director of Public Works
4300 West Capitol Avenue
West Sacramento, CA 95691
(b) If the notice is given to the Contractor, by personal delivery thereof to said Contractor or to its duly authorized representative at the site of the project, or by depositing the same in the United States mail, enclosed in a sealed envelope, postage prepaid, and certified; addressed to the Contractor at:
Business Universal Coatings, Inc.
Attention Kim Nulick
Street Address 5191 East Dakota Avenue
City, State, Zip Code Fresno, CA 93727
(c) If the notice is given to the surety or any other person, by personal delivery to such surety or other person, or by depositing the same in the United States mail, enclosed in a sealed envelope, addressed to such surety or other person, as the case may be, at the address of such surety or person last communicated by it to the party giving the notice, postage prepaid and certified.
6. LIQUIDATED DAMAGES:
Liquidated damages as provided for in the General Conditions of the Contract shall be in the sum of One Thousand Dollars ($1000.00) for each and every day as defined therein for each different scope of work as defined by the Base Bid and each change order except as otherwise specified in the Supplemental Conditions.
7. PREVAILING WAGE:
Copies of the prevailing rate of per diem wages as determined by the Director of the Department of Industrial Relations in accordance with Labor Code section 1773.2 are on file at the City, and copies are available for inspection at that office to any interested party on request.
Bidders shall be responsible for verifying with the Director of the Department of Industrial Relations that all such copies of the prevailing rate provided by the City are current and accurate. The requirement to pay the wage rate so specified is further detailed in the General Conditions.
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8. CONTRACTOR REGISTRATION
By the execution of this Contract, Contractor hereby certifies that it is registered with the California Department of Industrial Relations as required pursuant to Labor Code section 1725.5 (Contractor registration).
IN WITNESS WHEREOF, four (4) identical counterparts of this Contract, each of which shall for all purposes be deemed an original, have been duly executed by the above-named parties, on the date noted on the first page of this Contract.
ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. By electronically signing this document in electronic form, Parties agree that this Agreement may be transmitted and signed electronically by all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California law and regulations, including but not limited to Civil Code Section 1633.7
Date Kim Nulick, EVP (Contractor)
Date Amanda Berlin, Assistant City Manager
City of West Sacramento
Approved as to form:
Jeffrey Mitchell, City Attorney
Attest:
Jennifer Cusmir, City Clerk
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Line Item Description Quantity Unit of Measure Unit Cost Total 1 Remove glued slip sheet from leak area carefully
exposing main membrane to inspect for
holes voids cracks cuts or defects 1 LS $5,000.00 $5,000.00 2 Furnish and install new membrane to repair any
imperfections per manufactures specs 1 LS $5,000.00 $5,000.00 3 Furnish and install new slip sheet to repair area
where old solar panels were installed 1 LS $5,000.00 $5,000.00 4 Safely disconnect solar panels and set up to 20 to
side out of way of repair area carefully set for future replacement and connection 1 LS $2,000.00 $2,000.00
5 Return solar panels back to area carefully and
connect them back and ensure working 1 LS $2,500.00 $2,500.00 6 Prep membrane to accept coating with light water
and scrub debris away 1 LS $5,000.00 $5,000.00
7 Furnish and install silicone coating to single ply at a rate of 1.5 gallons per sq. ft. 1 SF $22,500.00 $22,500.00 Total $47,000.00
Roof Repair Universal Coatings Inc
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Line Item Description Quantity Unit of Measure Unit Cost Total 1 Lead and architectural metal 1 SF $100.00 $100.00
2 Sheet metal components 1 SF $100.00 $100.00
3 Wood and Carpentry 1 SF $100.00 $100.00
4 Permits & Fees 1 LS $2,500.00 $2,500.00
5 Mold Remediation 1 LS $10,000.00 $10,000.00
6 Damage repair to complete work from sub trade
damage 1 LS $5,000.00 $5,000.00
Total $17,500.00
Additional Materials & Fees Universal Coatings Inc
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CITY HALL ROOF REPAIR Page | 2-8
CONTRACTOR’S CERTIFICATE REGARDING WORKER’S COMPENSATION TO: Rebecca Scott, Director of Public Works
City of West Sacramento
4300 West Capitol Avenue
West Sacramento, CA 95691
I am aware of the provisions of Section 3700 of the Labor Code of the State of California 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.
By
(Business Address)
(Place of Residence)
Universal Coatings, Inc.
Kim Nulick, Executive Vice President
5191 Dakota Avenue
Fresno, CA 93727
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1795423.1 7203-038
[PROJECT NAME AND PROJECT NUMBER]
PART 2 GENERAL CONDITIONS
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PART 2: GENERAL CONDITIONS
SECTION 1
DEFINITIONS AND TERMS
1.01. GENERAL
Wherever the following abbreviations and terms, or pronouns in place of them, are used in these Conditions and other Contract Documents of which these Conditions are a part, the intent and meaning shall be interpreted as provided below.
1.02. ABBREVIATIONS
The following abbreviations may be used in the Contract Documents:
AA Aluminum Association
AASHTO American Association of State Highway/Transportation Officials ABMA American Boiler Manufacturer’s Association
ACI American Concrete Institute
AFBMA Anti-Friction Bearing Manufacturers Association
AGA American Gas Association
AGC Associated General Contractors
AGMA American Gear Manufacturer’s Association
AI The Asphalt Institute
AIA American Institute of Architects
AIEE American Institute of Electrical Engineers
AISC American Institute of Steel Construction
AISI American Iron and Steel Institute
ANSI American National Standards Institute, Inc.
APA American Plywood Association
API American Petroleum Institute
APWA American Public Works Association
ARA American Railway Association
AREA American Railway Engineering Association
ASCE American Society Civil Engineers
ASHRAE American Society of Heating, Refrigeration and Air Conditioning Engineers
ASME American Society of Mechanical Engineers
ASTM American Society for Testing and Materials
AWG American Wire Gage
AWPA American Wood Preservers’ Association
AWS American Welding Society
AWWA American Water Works Association
BHMA Builders Hardware Manufacturers Association
CCMTC California Concrete Masonry Technical Committee
CRSI Concrete Reinforcement Steel Institute
ETL Electrical Testing Laboratory
FS Federal Specification
ICBO International Conference of Building Officials
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IEEE The Institute of Electrical and Electronics Engineers IES Illuminating Engineering Society
IPCEA Insulated Power Cable Engineers Association
JICS Joint Industry Conference Standards
MBMA Metal Building Manufacturer’s Association
MSS Manufacturers Standardization Society of the Valve and Fitting Industry Standards
NBFU National Board of Fire Underwriters
NBS National Building Standards
NEC National Electrical Code
NEMA National Electrical Manufacturers Association
NFPA National Fire Protection Association
OSHA Occupational Safety and Health Act of 1970
PCA Portland Cement Association
SMACNA Sheet Metal and Air Conditioning Contractor’s National Association SSPC Steel Structures Painting Council
SSPWC Standard Specifications for Public Works Construction UBC Uniform Building Code
UL Underwriter’s Laboratory
UMC Uniform Mechanical Code
UPC Uniform Plumbing Code
USAS The United States of America Standard Institute
USBR United States Bureau of Reclamation
USPHS United States Public Health Service
WCLIB West Coast Lumber Inspection Bureau
WIC Woodwork Institute of California
1.03. DEFINITIONS
The intent and meaning of the following, wherever they appear in the Contract Documents, shall be interpreted as follows:
Acceptance - The formal Acceptance by the Engineer of the entire Contract, which has been completed in all respects in accordance with the Specifications and any, approved modifications.
Addenda - Any written change, clarification or supplement to documents issued for bidding, issued by the City or its Engineer prior to bid.
As Approved - The words “as approved”, unless otherwise qualified, shall be understood to be followed by the words “by the Engineer”.
As Shown, and As Indicated - The words “as shown” and “as indicated” shall be understood to be followed by the words “on the Plans”.
Award - The decision of the City Council to accept the proposal of the lowest responsible Bidder for the Work, subject to the execution and approval of a satisfactory contract therefore and bond to secure the performance thereof and to such other conditions as may be specified or required by law.
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Bid - The offer of the Bidder for the Work when made out and submitted on the prescribed Bid form, properly signed and guaranteed. A Bid is also known as a Proposal.
Bid Security - The cash, cashier’s check, certified check, or bidder’s bond accompanying the Bid submitted by the bidder, as a guarantee that the Bidder will enter into a Contract with the City for the performance of Work herein described.
Bidder - Any individual, firm, partnership or corporation submitting a Bid for the Work contemplated, and acting directly or through a duly authorized representative.
Bureau - United States Bureau of Reclamation.
Calendar Day - Each day shown on the calendar.
Change Order - Written order issued by the Engineer to the Contractor covering changes in the Contract and establishing the bases of compensation and time adjustments for work affected by the changes.
City - The City of West Sacramento, also referred to as the Owner.
City Council or Council - The City Council of the City of West Sacramento.
City Standard Details - The standard details contained in the City Standard Specifications as modified.
City Standard Specifications - 2002 edition of the City of West Sacramento Standard Specifications and Details as amended to date of Bid submittal.
Claim - A separate demand by the Contractor for (i) a time extension, (ii) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the contract for a public work and payment of which is not otherwise expressly provided for or the claimant is not otherwise entitled to, or (iii) an amount the payment of which is disputed by the City.
Contract - The written agreement covering the performance of the work and the furnishing of labor, materials, tools and equipment in the construction of the Work. The Contract shall include all Contract Documents and supplemental agreements amending or extending the work contemplated which may be required to complete the Work in a substantial and acceptable manner. Supplemental agreements are written agreements covering alterations, amendments, or extensions to the contract and include Addenda and change orders.
Contract Documents - Contract Documents is the collective term for all of the following documents and any other document incorporated therein by reference: Invitation to Bid, Accepted Bid (and all accompanying documents), Designation of Subcontractors, Construction Contract, Payment Bond to Accompany Contract, Performance Bond to Accompany Contract, General Conditions, Supplementary and Special Conditions, (if any), Drawings (and Specifications), Addenda, Change Orders, City of West Sacramento Standard Specifications, State of California Department of Transportation (Caltrans) Standard Specifications 2015, Contractor’s Certification Regarding Workers’ Compensation.
Contractor - The person or persons, firm, partnership or corporation or other entity who has entered into the Contract with the City to perform the Work. 252
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County - County of Yolo, California.
Date of Completion - Date of filing of the Notice of Completion with the Yolo County ClerkRecorder’s Office.
Date of Execution of the Contract - The date on which the Contract is signed by the City’s authorized representative.
Datum - The Figures given in the Specifications or upon the drawings after the word “Elevation” or an abbreviation of it, shall mean U.S.G.S. datum, unless otherwise noted.
Days - Unless otherwise designated, days as used in the Contract Documents shall mean calendar days.
Elevation - The figures given on the Plans or in the other Contract Documents after the word “elevation” or abbreviation of it shall mean the distance in feet above the standard datum used by the City.
Engineer - The City Engineer, or the person designated by the City as its engineering representative during the course of construction, acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties delegated to them.
Extra Work - Work other than that required either expressly or implied by the Contract in its executed form.
Notice of Completion - notice of completion is the recorded project completion document filed with the Yolo County Clerk.
Or Equal - The term “or equal” shall be understood to indicate that the “equal” product be the equivalent or better than the product named in function, performance, reliability, quality, and general configuration. Determination of equality in reference to the project design requirements will be made by the Engineer.
Plans or Specification Drawings - The term “Plans” or “Specification Drawings” refers to the official plans, profiles, cross sections, elevations, details, and other Working Drawings and supplementary drawings, or reproductions thereof, signed by the Engineer, which show the location, character, dimensions, and details of the work to be performed. Plans may either be bound in the same book as the balance of the Contract Documents or bound in separate sets.
Regardless of the method of binding, Plans shall be part of the Contract Documents.
Plant - All physical, resources, facilities, machinery, equipment, staging, tools, work and storage space other than provided by the Contract, together with subsidiary essentials and necessary maintenance for proper construction and acceptable completion of the project.
Project - The entire Work to be completed under the Contract.
Project Manager - The person designated by the City as its project management representative during the course of construction, acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties delegated to them. The Project Manager will be the City Engineer unless the City designates a separate Project Manager. 253
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When a Project Manager is used for a project, the Project Manager has full authority to act as the City Engineer unless the designation specifically states otherwise.
Shop Drawings - Drawings prepared by the fabricator or supplier showing the layout and details of components fabricated in a shop for inclusion in the permanent facility (e.g., structural steel, reinforcing steel, railings).
Site - The area upon or in which the Contractor’s operations are carried on and such other areas adjacent thereto as may be designated by the Engineer.
Specifications - The term “specifications” refers to the terms, provisions, and requirements contained herein. Where reference specifications, such as those of “ASTM”, “AASHTO”, etc. have been referred to, the applicable portions of such standard specifications shall become a part of these Contract Documents.
State - State of California.
State Standard Specifications - Standard Specifications issued by the State of California Department of Transportation, dated 2015, and as amended Bid in the supplemental conditions.
Subcontractor - The term “Subcontractor”, as employed herein, includes only those having a direct contract with the Contractor and it includes one who furnishes material worked to a special design according to the plans or specifications of this work, but does not include one who merely furnishes material not so worked and would be considered a supplier only.
Supplementary & Special Conditions Provisions - Additions, revisions, special directions, and requirements peculiar to a project and not otherwise thoroughly set forth in General and/or Specifications.
Time Limits - All time limits stated in the Contract Documents are of the essence of the Contract.
Work - All the work specified, indicated, shown or contemplated in the Contract Documents to construct the improvements, including all alterations, amendments or extensions thereto made by Change Order or other written orders of the Engineer.
Working Days - A Working day is defined as any day, except Saturdays, Sundays and legal holidays of the City.
Working Drawings - Drawings furnished by the Contractor showing the layout and details of temporary construction procedures and methods of construction, and data for construction equipment which are to be employed in the construction of the permanent facility (e.g., form drawings, erection drawings, load test pile procedures, pile hammer data, etc.).
Written Notice - “Written Notice” shall be deemed to have been duly served when delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by certified U.S. mail to the last business address known to the party who gives the notice as specified in the Contract.
Whenever in the Specifications or upon the drawings the words “directed”, “required”, “permitted”, “ordered”, “designated”, “prescribed”, or words of like import are used, it shall be 254
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understood that the direction, requirement, permission, order, designation or prescription of the Engineer is intended, and similarly the words “approved”, “acceptable”, “satisfactory”, or words of like import, shall mean approved or acceptable to, or satisfactory to the Engineer, unless otherwise expressly stated.
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SECTION 2
SCOPE OF WORK
2.01. INTENT OF CONTRACT DOCUMENTS
The intent of the Contract Documents is to prescribe the details for the construction and completion of the Work, which the Contractor undertakes to perform in accordance with the terms of the Contract. These General Conditions are meant to replace Division I of the State Standard Specifications for all City public works contracts which incorporate these General Conditions by reference.
Where the Specifications and Plans describe portions of the Work in general terms, but not in complete detail, it is understood that only the best general practice is to prevail and that only materials and workmanship of the first quality are to be used. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment and incidentals and do all the Work involved in performing the Contract in a satisfactory and workmanlike manner.
The technical provisions are presented in sections for convenience. However, this presentation does not necessarily delineate trades or limits of responsibility. All sections of the Specifications and Plans are interdependent and applicable to the Project as a whole.
The Contract Documents are complementary, and what is called for in any one shall be as binding as if called for in all. Anything shown on the Drawings and not mentioned in the Specifications or mentioned in the Specifications and not shown on the Drawings shall have the same effect as if shown or mentioned respectively in both. Any work shown on one Drawing shall be construed to be shown in all Drawings and the Contractor will coordinate the Work and the Drawings.
If any portion of the Contract Documents shall be in conflict with any other portion, the various documents comprising the Contract Documents shall govern in the following order of precedence: Change Orders; Addenda; Shop Drawings, Drawings, Supplementary and Special Conditions; Designation of Subcontractors; Construction Contract; General Conditions; City of West Sacramento Standard Specifications; State of California Department of Transportation (Caltrans) Standard Specifications 2015.
Detail Drawings take precedence over General Drawings. As between schedules and other information given on Drawings, the Schedules shall govern. If an item is shown on any Drawing and not specifically included in Technical Specifications specific to this project, the Drawing shall govern. Any conflict or inconsistency between or in the drawings shall be submitted to the Engineer for clarification as soon as the Contractor becomes aware of such inconsistency.
2.02. CONTRACTOR’S UNDERSTANDING
It is understood and agreed that the Contractor has, by careful examination, satisfied itself as to the nature and location of the Work, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the Work, the general and local conditions, and all other matters which can in any way affect the Work under this Contract. No verbal agreement or conversation with any officer, agent or employee of the City, either before or after 256
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the execution of this Contract, shall affect or modify any of the terms or obligations contained herein.
2.03. CHANGES IN THE WORK
(a) The City may, at any time, by written order, make changes in the Work as deemed necessary by the Engineer. Such changes include, but are not limited to:
(1) In the Specifications or Plans;
(2) In the sequence, method or manner of performance of the Work; (3) In the owner-furnished facilities, equipment, materials, services or site; and (4) Directing acceleration of the Work.
(b) If such changes cause an increase or decrease in the Contractor’s cost of, or time required for, performance of the Contract, an equitable adjustment will be made and the Contract modified in writing accordingly.
(1) Change Orders
A change pursuant to this section will be in the form of a Change Order, which will set forth the work to be done or the method by which the change and cost adjustment, if any, will be determined, and the time of completion of the work.
Upon receipt of a Change Order, the Contractor shall proceed with the ordered work. If ordered in writing by the Engineer, the Contractor shall proceed with the work so ordered prior to actual receipt of a Change Order. A Change Order executed by the Contractor and approved by the Engineer is an executed Change Order as that term is used throughout this section.
(2) Change Order Protests
A Change Order may be issued to the Contractor at any time. Should the Contractor disagree with any terms or conditions set forth in a Change Order, which he has not executed, he shall submit a written protest to the Engineer within fifteen (15) days after the receipt of such Change Order. The protest shall state the points of disagreement and, if possible, the quantities and cost involved.
If a written protest is not submitted, payment will be made as set forth in the Change Order. Such payment shall constitute full compensation for all work included therein or required thereby. Such unprotested Change Orders shall be considered as executed Change Orders.
Where the protest concerning a Change Order relates to compensation, the compensation payable for all work specified or required by said Change Order to which such protest relates will be determined in the same manner as provided in Section 2.04 of this section. The Contractor shall keep full and complete records of the cost of such work and shall permit the Engineer to have such access thereto as may be necessary to assist in the determination of the compensation payable for such work. Where the protest concerning a 257
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Change Order relates to the adjustment of time and for completion of the Work, the time to be allowed therefor will be determined as provided in this section.
The consent of the Contractor’s sureties shall not be required as to any change or Extra Work, and the liability of the Contractor’s Bonds shall be increased or decreased accordingly without notice to the sureties.
2.04. PROCEDURES AND ALLOWABLE COSTS ON CHANGES AND ADDITIONS TO WORK
(a) Forms of Payment
If the change in, or addition to, the Work will result in an increase in the contract sum, the City shall have the right to require the performance thereof. The compensation to be paid for any such work shall, in the City’s sole discretion, be determined in one or more of the following ways:
(1) By extension of agreed unit prices, if unit prices are required by the City’s Bid form and provided with Contractor ‘s bid;
(2) By revision of unit prices;
(3) By proposal and Acceptance of an agreed upon lump sum; and (4) On a force account basis.
Until one of the above methods is agreed on, or if the Work is to be paid for on a time and materials basis, the Contractor shall keep full and complete records of the cost of such work in the form and manner prescribed by the Engineer and shall permit the Engineer to have access to such records as may be necessary to assist in the determination of the compensation payable for such work.
(b) Lump Sum Payment
The City, in its sole and absolute discretion, may request a lump sum proposal by Contractor to perform the change in, or addition to, the Work performed. Such lump sum proposal shall be submitted by the Contractor within ten (10) days of the City’s request therefor.
Request for a lump sum proposal by City shall not be deemed an election by City to have the Work performed on a lump sum basis. Costs of preparing the proposal shall not be compensable.
(1) Contents of Lump Sum Proposal
(2) The Contractor’s proposal shall be itemized and segregated by labor and materials for the various components of the change (no aggregate labor total will be acceptable). The proposal shall be accompanied by signed proposals of any Subcontractors, which will perform any portion of the change, and of any persons who will furnish materials or equipment for incorporation therein. The proposal shall also include the Contractor’s estimate of the time required to perform said changes or additional work. (3) Computation of Labor Costs
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The portion of the proposal relating to labor, whether by the Contractor’s forces or the forces of any of its Subcontractors, may include the projected wages of the reasonably anticipated Site labor, including foremen, who will be directly involved in the change in the Work.
These projected wages shall not include charges for assistant superintendents, superintendents, office personnel, timekeepers and maintenance mechanics.
Labor costs may also include Contractor’s overhead and profit which shall be computed by adding to the labor costs either up to fifteen percent (15%) of the projected wages, but not payroll costs, or the labor surcharge set forth in the California Department of Transportation publication entitled Labor Surcharge And Equipment Rental Rates, which is in effect on the date upon which the Work is accomplished and which is a part of the Contract. The method of computing the overhead and profit shall be solely within the discretion of the City.
The labor surcharge, if used, shall constitute full compensation for all payments imposed by State and Federal laws and for all other payments made to, or on behalf of, the workmen, other than actual wages as defined above. No time or charges will be allowed except when the workers are actually engaged in the proper, efficient and diligent performance or completion of the extra work as authorized. Overtime shall not be worked without prior approval of the Engineer.
(4) Computation of Equipment and Materials Costs
The portion of the proposal relating to materials may include the reasonably anticipated direct costs to the Contractor or to any of its Subcontractors of materials to be purchased for incorporation in the change in the Work. This portion of the proposal may also include transportation and applicable sales or use taxes. Up to fifteen percent (15%) of these direct costs may be included as overhead and profit for the Contractor or any such Subcontractor (such overhead and profit to include all small tools).
This portion of the proposal may further include the Contractor’s and any of its Subcontractors’ reasonably anticipated costs for the rental and operation of prime construction and automotive equipment furnished and used in connection with the change in the Work. The equipment rental and operation rates used shall be the latest edition of the Department of Transportation, Division of Construction, Equipment Rental Rates. These costs shall not include charges for listed equipment or major tools with a new cost of five hundred dollars ($500.00) or less. No time charges shall be allowed except for equipment actually used for the proper and efficient performance or completion of the authorized change in the Work. (5) Subcontractors
The lump sum proposal may include up to five percent (5%) of the amount, which the Contractor will pay to any of its Subcontractors for the change in the Work as allowable overhead and profit to the Contractor.
(6) Failure to Submit Lump Sum Proposal
In the event that the Contractor fails to submit its proposal within the designated period, the Engineer may direct the Contractor to proceed with the change or addition to the Work and the Contractor shall so proceed. The Engineer shall unilaterally determine the reasonable costs and time to perform the work in question, which determination shall be final and binding upon the Contractor.
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(7) Failure to Agree on Lump Sum Amount
In the event that the parties are unable to agree as to the reasonable costs and time to perform the change in or addition to the Work based upon the Contractor’s proposal and the Engineer and City do not elect to have the change in the Work performed on a time and material basis, the Engineer and City shall make a unilateral determination of the reasonable cost and time to perform the change in the Work, based upon their own estimates, the Contractor’s submission or combination thereof. In such instances, a Change Order shall be issued for the amount of costs and time determined by the Engineer and the City and shall become binding upon the Contractor unless the Contractor submits its protest in writing to the City within thirty (30) days of the issuance of the Change Order. The City has the right to direct the Contractor in writing to perform the change in the Work, which is the subject of the Change Order. Failure of the parties to reach agreement regarding the costs and time of performing the change in the Work and/or any pending protest shall not relieve the Contractor from performing the change in the Work promptly and expeditiously.
(c) Payment by Unit Prices
If any of the items included in the lump sum proposal are covered by unit prices contained in the contract document, the City may, if it requires the change in the Work to be performed on a lump sum basis, elect to use these unit prices in lieu of the similar items included in the lump sum proposal in which event an appropriate deduction will be made in the lump sum amount prior to the application of any allowed overhead and profit percentages. No overhead and profit shall be applied to any unit prices. (d) Payment on a Force Account Basis
If the City elects to have the change or addition to the Work performed on a force account basis, the Work shall be performed, whether by the Contractor’s forces or the forces of any of its Subcontractors or Sub-Subcontractors, and payment shall be made subject to the following provision. The Contractor will be paid the direct costs of the labor, equipment and materials used in performing the force account work determined as hereinafter provided. (1) For labor, the Contractor will be paid the cost of labor for the workers (including foremen when authorized by the Engineer or Project Manager) used in the actual and direct performance of the work. The cost of labor, whether the employer is the Contractor or any or any Subcontractor of any tier, shall be actual wages, including basic hourly wage, health and welfare payments and pension payments incurred in performing the force account work, plus any travel and subsistence payments for the workers performing such work and made necessary thereby. To the actual wages shall be added a labor surcharge as set forth in the State Department of Transportation publication entitled “Labor Surcharge and Equipment Rental Rates”, as in effect on the date the work is performed. The labor surcharge shall be deemed to encompass the City’s entire liability to reimburse the Contractor for workers compensation insurance payments, social security payments, Medicare payments, federal unemployment insurance payments, state unemployment insurance payments and state training taxes, made necessary by the force account work.
(2) For equipment, the Contractor will be paid for the use of equipment at the rental rates listed for that equipment in the State Department of Transportation publication entitled “Labor Surcharge and Equipment Rental Rates”, which is in effect on the date the work is performed, regardless of ownership or any rental agreement entered into by Contractor for 260
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such equipment. The rental rate paid in accord with said publication shall be deemed to include the cost of fuel, oil, lubrication, supplies, small tools, attachments, repairs and maintenance, depreciation, storage and insurance for said equipment. Rental time will not be paid when equipment is inoperable due to breakdowns, repairs or maintenance. Payment for loading, transporting and unloading time will be in accordance with the State Standard Specifications applicable to loading, transporting and unloading equipment for force account work, as applicable as of the date the equipment is loaded, transported or unloaded. (3) For materials used in the work, the City will pay for materials furnished by the Contractor and necessarily used in the force account work. Prior to markups as set forth below, the amount paid shall be the price paid by the actual purchaser to the actual supplier plus any necessary actual costs of handling the materials.
Contractor may add fifteen percent (15%) to the total labor, equipment and material charges as the total overhead and profit to the entity or entities actually performing the force account work. If the entity or entities actually performing the work are Subcontractors or Sub-Subcontractors, the Contractor shall be allowed five percent (5%) of the total charge of the performing entity or entities (including mark- up) as Contractor’s mark-up. No other mark-ups shall be allowed hereunder.
The Contractor shall submit to the City daily work and material tickets, to include the identification number assigned to the change in the Work, the location and description of the change in the Work, the classification of labor employed (and names and social security numbers), hours expended, the material used, the equipment rented (not tools) and such other evidence of cost as the City may require. The City may require authentication of all time and material tickets and invoices by persons designated by the City for such purpose. The failure of the Contractor to secure any required authentication shall, if the City elects to treat it as such, constitute a waiver by the Contractor of any claim for the cost of that portion of the Change in the Work covered by a non-authenticated ticket or invoice; provided, however, that the authentication of any such ticket or invoice by the City shall not constitute an acknowledgment by the City that the items thereon were reasonably required for the Change in the Work. (e) Limitations on Changes
The Contractor shall not be entitled to any amount for indirect costs, damages or expenses of any nature, including, but not limited to, so-called “impact” costs, labor inefficiency, wage, material or other escalations beyond the prices upon which the proposal is based and to which the parties have agreed pursuant to the provisions of this section, and which the Contractor, its Subcontractors and Sub-Subcontractors or any other person may incur as a result of delays, interferences, suspensions, changes in sequence or the like, for whatever cause, whether reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable, arising from the performance of any and all changes in the work performed pursuant to this section. It is understood and agreed that the Contractor’s sole and exclusive remedy in such event shall be recovery of its direct costs as compensable hereunder and an extension of the time of the Contract, but only in accordance with the provisions of the Contract Documents.
It is expressly agreed that Contractor shall not be entitled to claim damages for anticipated profits on any portion of the Work that may be deleted. 261
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The amount of any adjustment for work deleted shall be estimated at the time deletion of work is ordered and the estimated adjustment will be deducted for the subsequent monthly pay estimates. The City reserves its rights under Section 3.20 to audit Contractor’s as-Bid profit in connection with any deductive change, to arrive at a final adjustment. Contractor’s as-Bid profit shall be reduced pro rata according to the proportion of the original contract value less as-Bid profit, represented by the work deleted.
The City reserves the right to contract with any person or firm other than the Contractor for any or all Extra Work.
2.05. UNILATERAL CHANGE IN OR ADDITION TO THE WORK
Notwithstanding the above, the City, directly or through the Engineer, may direct the Contractor in writing to perform changes in or additions to the scope of the Contract. The Contractor shall perform such work and the parties shall proceed pursuant to the provisions of Section 2.04.
2.06. DIFFERING SITE CONDITIONS
The Contractor shall promptly, and before the following conditions are disturbed, notify the City in writing of any:
(a) Material that the Contractor believes may be material that is hazardous waste, as defined in Section 25110.02 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; or (b) Subsurface or latent physical conditions at the Site differing from those indicated in the Contract Documents; or
(c) Unknown conditions at the Site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract.
The Engineer shall thereupon promptly investigate the conditions. If the Engineer finds that they do involve hazardous waste, or do materially differ and cause an decrease or increase in the Contractor’s cost or time of performance, the Engineer will issue a change order as appropriate. Any increase or decrease of cost resulting from such changes shall be adjusted in the manner provided in Section 2.04 for adjustments as to extra and/or additional work and changes. In the event that a dispute arises between the City and the Contractor, whether the conditions materially differ, or involve hazardous waste, or cause and decrease or increase the Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided by the Contract, but shall proceed with all work to be performed under the Contract, the procedures applicable to claims for extra costs shall then apply.
2.07. CLAIMS FOR EXTRA COSTS
(a) Notice of Potential Claims
(1) It is hereby mutually agreed that the Contractor shall not be entitled to the payment of any additional compensation for any cause, including any act, or failure to act, by 262
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the Engineer, or the happening of any event, thing or occurrence, unless the Contractor provides the Engineer with written notice of the potential claims as hereinafter specified.
Compliance with this section, however, shall not be a prerequisite as to matters within the scope of the protest provisions in Section 2.03.
The written notice of potential claims shall set forth the reasons for which the Contractor believes additional compensation will or may be due, the nature of the costs involved, and, insofar as possible, the amount of the potential claim. The notice as above required shall be given to the Engineer prior to the time that the Contractor commences performance of the Work giving rise to the potential claim for additional compensation, if based on an act or failure to act by the Engineer, or in all other cases within ten (10) days after the happening of the event, thing or occurrence giving rise to the potential claim. (b) Construction Dispute
(1) The Contractor may submit a dispute to the Engineer concerning any matter for which a protest under Section 2.03, or a notice of potential claim, is filed. Such disputes, or potential claims, shall be submitted to the Engineer within sixty (60) days following the submission of said protest or notice, unless, due to the nature of the dispute or the uncompleted state of the Work, it is impracticable to determine the amount or the extent of the claim within such period. In such cases, disputes shall be submitted at the earliest practicable time in which such a determination can be made. In any event, all disputes shall be filed on or before the date of the final release by the Contractor as provided for in Section 7.09. (2) All disputes shall be in writing and shall set forth clearly and in detail, for each item of additional compensation requested, the reasons for the dispute, reference to applicable provisions of the Specifications, the nature and the amount of the cost involved, the computations used in determining such costs, all pertinent factual data and all the documents necessary to substantiate the dispute. The Contractor shall maintain complete and accurate records of the cost or any portion of the Work for which additional compensation is claimed, and shall provide the Engineer with copies thereof, as required. The Engineer shall provide a written decision to the dispute or potential claim as soon as practicable but not later than 30 days following receipt thereof.
(c) Resolution of Construction Claims
(1) To the extent that the Contractor disputes the Engineer’s Written Decision issued pursuant to Section 4.07(b)(2), or to the extent the Engineer fails to issue a timely written decision, the Contractor may file a written claim, as defined by Public Contract Code section 9204(c)(1), with the City including reasonable documentation to support the claim. Upon receipt of the claim, the City shall conduct a reasonable review of the claim, and within a period not to exceed 45 days, the City shall provide the Contractor with a written statement identifying what portion of the claim is disputed and what portion is undisputed. The time in which the City must provide a written statement may be extended by mutual agreement of the parties as specified by Public Contract Code section 9204(d)(1)(C). The City shall pay any undisputed portion of the claim within 60 days after issuance of its written statement. (2) Claims submitted by the Contractor shall be accompanied by a notarized certificate containing the following language:
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Under the penalty of law for perjury or falsification and with specific reference to the California False Claims Act, Government Code section 12650, et. seq., the undersigned,
(Name)
(Title
(Company
hereby certifies that the claim for the additional compensation and time, if any, made herein for the work on this contract is a true statement of the actual costs incurred and time sought, and is fully documented and supported under the contract between parties.
Dated:
/s/
Subscribed and sworn before me this _____ day
of
Notary Public
My commission expires
Failure to submit the notarized certificate will be sufficient cause for denying the claim.
Any claim for overhead type expenses or costs, in addition to being certified as stated above, shall be supported by an audit report of any independent Certified Public Accountant. Any such overhead claim shall also be subject to audit by the City at its discretion.
Any costs or expenses incurred by the City in reviewing or auditing any claims that are not supported by the Contractor’s cost accounting or other records shall be deemed to be damages incurred by the City within the meaning of the California False Claims Act. (3) Meet And Confer Regarding Unresolved Claims. If the Contractor disputes the City’s written statement issued pursuant to Section 4.07(c)(1) or if the City fails to issue a timely written response, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. The meet and confer conference shall be attended by senior executives of the parties who have authority to settle the controversy. Within 10 business days following the conclusion of the meet and confer conference, the City shall provide the Contractor with a written statement identifying the portion 264
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of the claim that remains in dispute and the portion that is undisputed. The City shall pay any undisputed portion of the claim within 60 days after it issues its written statement. (4) Mediation. If the Contractor disputes, in writing, any portion of the City’s written statement as issued under Section 4.07(c)(3), the disputed items shall be submitted to nonbinding mediation according to the provisions of Public Contract Code section 9204(d)(2), and any costs of mediation shall be allocated as set forth in that section. Upon receipt of a claim, the City and the Contractor may agree to waive, in writing, mediation. (5) Failure to Respond or Pay. If the City fails to timely respond to a claim from the Contractor or otherwise fails to meet the time requirements of Public Contract Code section 9204, the claim shall be deemed rejected in its entirety. Additionally, amounts not timely paid in the manner required by Public Contract Code section 9204 shall bear interest at 7 percent per annum.
(6) Subcontractor Claims. If a Subcontractor or a lower tier Subcontractor lacks legal standing to assert a claim against the City because privity of contract does not exist, the Contractor may present to the City a claim on behalf of the Subcontractor or lower tier Subcontractor pursuant to Public Contract Code section 9204(d)(5).
2.08. CIVIL ACTION PROCEDURES
(a) Alternative Dispute Resolution of Claims of $375,000.00 or Less. (1) Claims Less Than $375,000.00. Notwithstanding any other provision herein but after compliance with the provisions of Public Contract Code section 9204 as set forth in Section 4.07, claims of $375,000.00 or less shall be resolved pursuant to the alternative dispute resolution procedures set forth in Public Contract Code section 20104 et seq. “Claim” for this purpose means a separate demand by the Contractor for a time extension, payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Contract, for which payment is expressly provided, or the Contractor is otherwise entitled to, or an amount the payment of which is disputed by the City. (2) Submission of Claims Less than $375,000.00. The Contractor shall submit its claim of $375,000.00 or less to the City in writing, within the time frames established under paragraph 4.07, but no later than before the final payment is made. The City shall respond within the time provided by statute. If the Contractor disagrees with the response or the City fails to respond within the time permitted, the Contractor shall notify the City of the disagreement in writing within fifteen (15) days from the date of the response or expiration of the time permitted to respond and demand a meet-and-confer conference. The City shall schedule a meet-and-confer conference within thirty (30) days of the demand. The meet and confer conference shall be attended by senior executives of the parties who have authority to settle the controversy. If not resolved at the meet-and-confer conference, the Contractor may initiate a civil action as set forth in Public Contract Code section 20104 et seq., including but not limited to compliance with applicable Government Code provisions.
(3) Time Limits Not Extended. Nothing in subdivision (a) of Public Contract Code section 20104.2 shall extend the time limit or supersede the notice requirements provided in this Contract for filing claims by the Contractor.
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(b) Alternative Dispute Resolution of Claims in Excess of $375,000.00.
As a condition precedent to the initiation of litigation, disputes in excess of a total value of $375,000.00 shall first be submitted to the claims procedures set forth in Sections 4.06 and
4.07. 2.09. GUARANTEE
(a) In addition to warranties, representations and guarantees stated elsewhere in the Contract Documents, the Contractor unconditionally guarantees all materials and workmanship furnished hereunder, and agrees to replace the same at its sole cost and expense, and to the satisfaction of the Engineer, any and all materials which may be defective or improperly installed.
(b) The Contractor shall repair or replace to the satisfaction of the Engineer any or all such work that may prove defective in workmanship or materials, ordinary wear and tear excepted, together with any other work, which may be damaged or displaced in so doing. (c) In the event of failure to comply with the above stated conditions within a reasonable time, the City is authorized to have the defect repaired and made good at the expense of the Contractor who will pay the costs and charges therefore immediately upon demand, including any reasonable management and administrative costs, and engineering, legal and other consultant fees incurred to enforce this section. (d) The signing of the Contract by the Contractor shall constitute execution of the above guarantees. Except as otherwise provided in this Contract, the guarantees and warranties shall remain in effect for a period of one (1) year after final Acceptance of the Work by the City.
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SECTION 3
CONTROL OF WORK
3.01. AUTHORITY OF ENGINEER
(a) The Engineer is the representative of the City and has full authority to interpret the Contract Documents, to conduct the construction review and inspection of the Contractor’s performance, and to decide questions, which arise during the course of the Work and the Engineer’s decisions on these matters, shall be final and conclusive. The Engineer has the authority to reject all work and materials, which do not conform to the Contract Documents, and has the authority to stop the Work whenever such stoppage may be necessary to insure the proper execution of the Contract. The Engineer’s failure to stop the Work shall not obligate the City to accept defective or otherwise unacceptable work or otherwise affect the Engineer’s or City’s authority to reject work for any reason set forth in the Contract Documents. (b) If at any time the Contractor’s work force, tools, plant or equipment appear to the Engineer to be insufficient or inappropriate to secure the required quality of work or the proper rate of progress, the Engineer may order the Contractor to increase their efficiency, improve their character, to augment their number or to substitute other personnel, new or additional tools, plant or equipment, as the case may be, and the Contractor shall comply with such order.
Neither the failure of the Engineer to demand such increase of efficiency, number, or improvement, nor the compliance by the Contractor with the demand, shall relieve the Contractor of its obligation to provide quality work at the rate of progress necessary to complete the Work within the specified time.
(c) The Engineer may authorize minor variations in the work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time. These may be accomplished by a Field Order. Contractor shall comply promptly with all Field Orders. If the Engineer and Contractor are unable to agree on entitlement or on the amount or extent, if any, of any adjustment in the Contract Price or Contract time, or cost, as a result of a Field Order, a claim may be made therefor pursuant to Section 2.07. (d) Any order given by the Engineer, not otherwise required by the Contract Documents to be in writing shall, on request of the Contractor, be given or confirmed by the Engineer in writing.
(e) Whenever work, methods of procedure, or any other matters are made subject to direction or approval, such direction or approval will be given by the Engineer.
3.02. DRAWINGS
(a) Drawings furnished herewith are for bidding purposes. The Engineer will furnish the Contractor, free of charge, copies of full size Drawings which are reasonably necessary for the execution of the Work. The Contractor shall have no claim for excusable delay on account of the failure of the Engineer to deliver such Drawings, unless the Engineer shall have failed to deliver the same within two weeks after receipt of written demand therefore from the Contractor.
The Contractor shall keep one copy of said Drawings, in good order, available to the Engineer and the Engineer’s representatives, and convenient to the working site. 267
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(b) If the Contractor, in the course of the Work, finds any discrepancy between the Drawings and the physical condition of the locality, or any errors or omissions in the Drawings, or in the layout as given by points and instructions, it shall be the Contractor’s duty to inform the Engineer in writing, and the Engineer will promptly verify the same.
Any work done after such discovery, until authorized, will be done at the Contractor’s risk. All Drawings, Specifications, and copies thereof furnished by the Engineer are the property of the Engineer and shall not be reused on other work and, with the exception of the signed Contract sets, are to be returned to the Engineer, on request, at the completion of the Work. All models are the property of the City.
(c) The Drawings shall be supplemented by such Shop Drawings prepared by the fabricator and/or supplier and Working Drawings prepared by the Contractor as are necessary to adequately control the Work. No changes shall be made by the Contractor in any Shop or Working Drawings after they have been reviewed by the Engineer, if the Engineer deems that no further submittals are necessary. The Contractor shall not commence the layout, purchase, fabrication, or construction of any work for which Shop or Working Drawings are required until Engineer has reviewed the specifications and drawings and has indicated in writing no further submittals are required for compliance with the Contract Documents. (d) Shop and Working Drawings for any structure shall include, but not be limited to, detail design calculations, fabrication and installation drawings, lists, graphs, operating instructions, etc., which shall be reviewed and accepted by the Engineer before any such work is performed.
(e) Shop and Working Drawings will be required for cribs, cofferdams, falsework, centering and form work and for other temporary work and methods of construction the Contractor proposes to use. Such Drawings shall be subject to the review and Acceptance of the Engineer insofar as the details affect the character of the finished work, but details of design will be left to the Contractor who shall be responsible for the successful construction of the Work.
(f) Contractor agrees that Shop and/or Working Drawings processed by the Engineer are not Change Orders; that the purpose of these Drawings submitted by the Contractor is to demonstrate to the Engineer that the Contractor understands the design concept, that the Contractor demonstrates its understanding by indicating which equipment and material the Contractor intends to furnish and by detailing the fabrication methods it intends to use. It is expressly understood, however, that favorable review of the Contractor’s Shop and Working Drawings shall not relieve the Contractor of any responsibility for accuracy of dimensions and details, or for mutual agreements of dimensions and details. It is mutually agreed that the Contractor shall be responsible for agreement and conformity of its Drawings with the Specifications. Contractor further agrees that if deviations, discrepancies or conflicts between Shop and/or Working Drawings and Specifications are discovered either prior to or after the Drawings are processed by the Engineer, the Specifications shall control and shall be followed.
(g) Unless otherwise stated, the Engineer shall have thirty (30) days from the date of receipt of Shop and/or Working Drawings for review.
(h) Full compensation for furnishing all Shop and/or Working Drawings shall be considered as included in the prices paid for the Contract items of work to which such drawings 268
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relate and no additional compensation will be allowed therefore. Any cost related to the Engineer’s review of any particular set of Shop and/or Working Drawings more than twice, due to incompleteness or unacceptability, shall be borne by the Contractor, and the City reserves the right to withhold such costs from payments due the Contractor. (i) All reasonable effort has been made to locate and delineate all known structures and facilities on the plans. Except as otherwise provided herein, the City of West Sacramento shall assume no responsibility for the completeness or accuracy of its delineation of underground utilities nor the existence of other buried objects which may be encountered, or which are not shown on the plans.
(j) The Contractor shall keep and maintain a clean set of plans for the project and shall record in red ink all changes, revisions, etc. made during the course of construction. These plans shall include all changes, revisions, etc. from the original plan complete with the exact sizes, locations, dimensions, elevations, etc. These plans shall be kept and maintained in a neat, clean and legible condition and shall be available for inspection at all times by the Engineer. The Contractor shall deliver these completed plans to the Engineer and the Engineer shall approve these plans prior to final Acceptance of the project by the City.
3.03. CONSTRUCTION STAKING AND SURVEYS
The City will provide one set of construction stakes and benchmarks as it deems necessary to establish lines and grades required for the completion of the site work specified in the Contract. The Contractor shall notify the Engineer a minimum of seven (7) days in advance of the time work is to begin on any portion of the project that may require construction staking to be provided by the City. The Contractor shall make all other surveys necessary for the completion of the Work.
Alternatively, the Engineer may provide the Contractor with drawings showing benchmarks and reference points as it deems necessary to establish lines and grades required for the completion of the site work specified in the Contract Documents. The Contractor shall make or furnish all surveys and set all construction stakes necessary for the completion of the work.
Stakes and marks set by the City or Engineer shall be carefully preserved by the Contractor. The Contractor shall be charged for the cost of replacing or restoring the stakes and marks, which are destroyed or damaged by Contractor’s operation. This charge will be deducted from any monies due or to become due to the Contractor under the Contract.
3.04. PERMITS AND REGULATIONS
Permits and licenses, of a temporary nature, necessary for the prosecution of the Work shall be secured and paid for by the Contractor. Permits, licenses and easements for permanent structures or permanent changes in existing facilities shall be secured and paid for by the City unless otherwise specified.
The Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the Work as shown on the plans and described in the Specifications. Contractor shall promptly notify the Engineer in writing of any specification at variance therewith. In such instances, any necessary changes shall be adjusted as provided in the Contract for changes in the Work. If the Contractor performs any Work knowing it to be 269
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contrary to such laws, ordinances, rules, and regulations and without such notice to the Engineer, Contractor shall bear all costs arising therefrom.
3.05. CONFORMITY WITH CONTRACT DOCUMENTS AND ALLOWABLE DEVIATIONS Work and materials shall conform to the lines, grades, cross sections, dimensions and material requirements, including tolerances, shown on Contract Documents. Although measurement, sampling, and testing may be considered evidence as to such conformity, the Engineer shall be the sole judge as to whether the Work or materials deviate from the Contract Documents. The Engineer’s decision as to any allowable deviations therefrom shall be final and conclusive.
3.06. COORDINATION AND INTERPRETATION OF CONTRACT DOCUMENTS (a) Should it appear that the Work to be done or any of the matters relative thereto are not sufficiently detailed or explained in the Specifications and Plans, the Contractor shall apply to the Engineer for such further explanations as may be necessary and shall conform to them as part of the Contract. In the event of any doubt or question arising respecting the true meaning of the Specifications and Plans, reference shall be made to the Engineer, whose decision thereon shall be final and conclusive.
(b) Any reference made in the Specifications and Plans to any specification, standard, method, or publication of any scientific or technical society or other organization shall, in the absence of a specific designation to the contrary, be understood to refer to the specification, standard, method, or publication in effect as of the date that the Work is advertised for Bids.
3.07. SUBCONTRACTORS
(a) The attention of the Contractor is directed to the provisions of California Public Contract Code sections 4100-4113 regarding subcontracting and said provisions are by this reference incorporated herein and made a part hereof.
(b) Each subcontract shall contain a suitable provision for the suspension or termination thereof should the Work be suspended or terminated or should the Subcontractor neglect or fail to conform to every provision of the Contract Documents insofar as such provisions are relevant. The Contractor shall be fully responsible to the City for the acts or omissions of the Contractor’s Subcontractors and of the persons either directly or indirectly employed by the Contractor. Nothing contained in the Contract Documents shall create any contractual relationship between any Subcontractor and the City. If a legal action, including arbitration and litigation, against the City is initiated by a Subcontractor or Supplier, the Contractor shall reimburse the City for the amount of legal, engineering and all other expenses incurred by the City in defending itself in said action. (c) The City and the Engineer reserve the right to approve all Subcontractors.
Such approval shall be a consideration to the awarding of the Contract and unless notification to the contrary is given to the Contractor prior to the signing of the Contract, the list of Subcontractors which is submitted with the Contractor’s proposal will be deemed to be acceptable. Contractor shall not, without the written consent of the City, subcontract the whole of the Work.
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3.08. COOPERATION OF CONTRACTORS
(a) Should construction be under way by other forces or by other contractors within or adjacent to the limits of the Work specified or should work of any other nature be under way by other forces within or adjacent to said limits, the Contractor shall cooperate with all such other contractors or other forces to the end that any delay or hindrance to their work will be avoided. The right is reserve d to perform other or additional work at or near the site (including material sources) at any time, by the use of other forces. (b) When two or more contractors are employed on related or adjacent work, each shall conduct its operation in such a manner as not to cause any unnecessary delay or hindrance to the other. Each Contractor shall be responsible to the other for all damage to work, to persons or property caused to the other by its operations, and for loss caused the other due to unnecessary delays or failure to finish the work within the time specified for completion.
3.09. SUPERINTENDENCE
(a) The Contractor shall designate in writing, before starting work, an individual as authorized representative who shall have the authority to represent and act for the Contractor.
This authorized representative shall be present at the Site of the Work at all times while work is actually in progress on the Contract. When the Work is not in progress and during periods when the Work is suspended, arrangements acceptable to the Engineer shall be made for any emergency work, which may be required.
(b) The Contractor is solely responsible, at all times, for the superintendence of the Work and for its safety and progress.
(c) Whenever the Contractor or its authorized representative is not present on any particular part of the Work where it may be desired to give direction, orders will be given by the Engineer, which shall be received and obeyed by the superintendent or foreman who may have charge of the particular work in reference to which the orders are given. (d) Any order given by the Engineer, not otherwise required by the Specifications to be in writing, will on request of the Contractor, be given or confirmed by the Engineer in writing.
3.10. INSPECTION OF WORK
(a) Unless otherwise provided, all equipment, materials, and work shall be subject to inspection and testing by the Engineer. The Engineer will observe the progress and quality of the Work and determine, in general, if the Work is proceeding in accordance with the intent of the Contract Documents. The Engineer shall not be required to make comprehensive or continuous inspections to check the quality of the Work. The Engineer shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. Visits and observations made by the Engineer shall not relieve the Contractor of Contractor’s obligation to conduct comprehensive inspections of the Work and to furnish proper materials, labor, equipment and tools, and perform acceptable work, and to provide adequate safety precautions, in conformance with the intent of the Contract.
(b) Whenever the Contractor varies the period during which work is carried on each day, the Contractor shall give due notice to the Engineer so that proper inspection may be 271
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provided. Any work done in the absence of the Engineer shall be subject to rejection. Proper facilities for safe access for inspection to all parts of the Work shall at all times be maintained for the necessary use of the Engineer and other agents of the City, and agents of the federal, state, or local governments at all reasonable hours for inspection by such agencies to ascertain compliance with laws and regulations.
(c) One or more inspectors may be assigned to observe the Work by the Engineer and to act in matters of construction under this Contract. It is understood that inspectors shall have the power to issue instructions and make decisions within the limitations of the authority of the Engineer. Such inspection shall not relieve the Contractor of the Contractor’s obligation to conduct comprehensive inspections of the Work, to furnish proper materials, labor, equipment and tools, and perform acceptable work, and to provide adequate safety precautions in conformance with the intent of the Contract.
(d) The Engineer and the Engineer’s representatives shall at all times have access to the Work wherever it is in preparation or progress, and the Contractor shall provide safe and convenient facilities for such access and for inspection. If the Specifications, the Engineer’s instructions, laws, ordinances, or any public authority require any material, equipment or work to be specifically tested or approved, the Contractor shall give the Engineer timely notice of its readiness for inspection, and if the inspection is by an authority other than the City, of the time fixed for inspection. Inspections by the Engineer will be made promptly and, where practicable, at the source of supply.
(e) Work performed without inspection may be required to be removed and replaced under proper inspection. In such instances, the entire cost of removal and replacing, including the cost of City-furnished materials used in the Work, shall be borne by the Contractor, regardless of whether or not the Work exposed is found to be defective. Examination of questioned work, other than that installed without inspection, may be ordered by the Engineer and, if so ordered, the Work must be uncovered by the Contractor. If such work is found to be in accordance with the Contract Documents, the City will pay the cost of re-examination and replacement. If such work is found to be not in accordance with the Contract Documents, the Contractor shall pay such cost, unless the Contractor can show that the defect in the Work was caused by another Contractor , and in that event the City will pay such costs. (f) The inspection of the Work shall not relieve the Contractor of the Contractor’s obligation to fulfill the Contract as herein prescribed, or in any way alter the standard of performance provided by the Contractor, and defective work shall be made good and unusable materials may be rejected, notwithstanding that such work and materials have been previously overlooked by the Engineer and accepted or estimated for payment. If the Work or any part thereof shall be found defective, the Contractor shall, within ten (10) calendar days, make good such defect in a manner satisfactory to the Engineer. If the Contractor fails to make ordered repairs of defective work or to remove the condemned materials from the Work within ten (10) calendar days after written direction by the Engineer, the City may make the ordered repairs, or remove the condemned materials, and deduct the cost thereof from any monies due the Contractor.
(g) The Contractor shall furnish promptly, without additional charge, all facilities, labor and materials reasonably needed by the Engineer for performing all inspection and tests.
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(h) Where any part of the Work is being done under an encroachment permit or building permit, or is subject to federal, state, county or city codes, laws, ordinances, rules or regulations, representatives of the government agency shall have full access to the Work and shall be allowed to make any inspection or tests in accordance with such permits, codes, laws, ordinances, rules, or regulations. If advance notice of the readiness of the Work for inspection by the governing agency is required, the Contractor shall furnish such notice to the appropriate agency.
(i) The Engineer may inspect the production of material, or the manufacture of products at the source of supply. Plant inspection, however, will not be undertaken until the Engineer is assured of the cooperation and assistance of both the Contractor and the material producer. The Engineer or the Engineer’s authorized representative shall have free entry at all times to such parts of the plant as concerns the manufacture or production of the materials.
Adequate facilities shall be furnished free of charge to make the necessary inspection. The City assumes no obligation to inspect materials at the source of supply.
3.11. TESTS
The Contractor shall perform, at the Contractor’s own expense, all tests specified or required by the Specifications. The Engineer may perform such tests as the Engineer deems necessary to determine the quality of work or compliance with Contract Documents. The Contractor shall furnish promptly without additional charge all facilities, labor, and material reasonably required for performing safe and convenient tests as may be required by the Engineer. All tests by the Engineer will be performed in such a manner as will not unnecessarily delay the Work. The Contractor shall not be required to reimburse the City for tests performed by the City or Engineer. If samples of materials are submitted which fail to pass the specified tests, the Contractor shall pay for all subsequent tests.
3.12. REMOVAL OF REJECTED AND UNAUTHORIZED WORK AND MATERIALS (a) All work or materials, which have been rejected, shall be remedied, or removed and replaced by the Contractor in an acceptable manner and no compensation shall be allowed the Contractor for such removal, replacement, or remedial work. (b) Any work done beyond the lines and grades shown on the plans or established by the Engineer or any Extra Work done without written authority will be considered as unauthorized work and will not be paid for. Upon order of the Engineer, unauthorized work shall be remedied, removed, or replaced at the Contractor’s expense. (c) Upon failure of the Contractor to comply with any order of the Engineer made under this section, the City may cause rejected or unauthorized work to be remedied, removed, or replaced, and may deduct the costs therefore from any monies due or to become due the Contractor.
3.13. DEDUCTIONS FOR UNCORRECTED WORK
If the Engineer deems it inexpedient to correct work damaged or not done in accordance with the Contract, an equitable deduction from the Contract price shall be made therefore, and such sum may be withheld by the City from Contractor’s payment.
3.14. EQUIPMENT AND PLANTS
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(a) Only equipment and plants suitable to produce the quality of work and materials required will be permitted to operate on the Project.
(b) Plants will be designed and constructed in accordance with general practice for such equipment and shall be of sufficient capacity to insure the production of sufficient material to carry the Work to completion within the time limit.
(c) The Contractor shall provide adequate and suitable equipment and plants to meet the above requirements, and when ordered by the Engineer, shall remove unsuitable equipment from the Work and discontinue the operation of unsatisfactory plants. Contractor shall, upon request of the Engineer, submit one or more lists identifying, by make, model number, Contractor ‘s identification number and empty gross weight, each piece of operable equipment used for the Work. Contractor shall, upon request of the Engineer, submit documentation establishing that any measuring device used for the Work has been tested and properly approved under California Test 109.
(d) In the case of termination of this Contract before its completion for any cause whatsoever, the Contractor, if notified to do so by the City, shall promptly remove any part or all of its equipment and supplies from the property of the City. If the Contractor fails to do so, the City shall have the right to remove such equipment and supplies at the expense of the Contractor.
3.15. CHARACTER OF WORKER
If any Subcontractor, or person employed by the Contractor or any Subcontractor fails or refuses to carry out the directions of the Engineer or appears to the Engineer to be incompetent or to act in a disorderly or improper manner, said person shall be removed from the Project immediately on the requisition of the Engineer. That person shall not again be employed on the Work. Such discharge shall not be the basis for any claim for compensation or damages against the City, or any of its officers or agents.
3.16. SEPARATE CONTRACTS
(a) The City reserves the right to let other contracts in connection with this Work.
The Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their work, and shall properly connect and coordinate Contractor’s work with the other Contractor ‘s work. (b) If any part of the Contractor’s work depends on proper execution or results upon the Work of any other Contractor , the Contractor shall inspect and promptly report to the Engineer any defects in such work that render it unsuitable for such proper execution and results. The Contractor’s failure to inspect and report shall constitute an Acceptance of the other Contractor ‘s work as fit and proper for the reception of the Contractor’s work, except as to defects which may develop in the other Contractor ‘s work after the execution of the Contractor’s work.
(c) To insure the proper execution of Contractor’s subsequent work, the Contractor shall measure work already in place and shall at once report to the Engineer any discrepancy between the executed work and the Drawings.
3.17. ASSIGNMENT
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The Contractor shall not assign the Contract or sublet it as a whole or in part without the written consent of the City, nor shall the Contractor assign any monies due, or to become due to the Contractor hereafter without the prior written consent of the City.
3.18. USE OF COMPLETED PORTIONS, RIGHT TO OPERATE UNSATISFACTORY
EQUIPMENT OR FACILITIES
(a) The City may, at any time, and from time to time, during the performance of the Work, enter the Work Site for the purpose of installing any necessary work by City labor or other contracts, and for other purpose in connection with the installation of facilities. In doing so, the City shall endeavor not to interfere with the Contractor and the Contractor shall not interfere with other work being done by or on behalf of the City.
(b) If, prior to completion and final Acceptance of all the Work, the City takes possession of any structure or facility (whether completed or otherwise) comprising a portion of the Work with the intent to retain possession thereof (as distinguished from temporary possession contemplating the return to the Contractor), then, while the City is in possession of the same, the Contractor shall be relieved of liability for loss or damage to such structure other than that resulting from the Contractor’s fault or negligence. Such taking of possession by the City shall not relieve the Contractor from any provisions of this Contract regarding such structure, other than to the extent specified in the preceding sentence, nor shall such taking constitute a final Acceptance of such structure or facility. (c) If, following installation of any equipment or facilities furnished by the Contractor, defects requiring correction by the Contractor are found, the City shall have the right to operate such unsatisfactory equipment or facilities and make reasonable use thereof until the equipment or facilities can be shut down for correction of defects without injury to the City.
3.19. LANDS FOR WORK, RIGHT-OF-WAY CONSTRUCTION ROADS
(a) The City will provide the lands, easements, right-of-way, and/or encroachment permits necessary or other rights to enter and work on lands necessary for the performance of the Work. Other permits and licenses are addressed by Section 3.04. Should the Contractor find it advantageous to use any additional land for any purpose whatever, the Contractor shall provide for the use of such land at its expense. The Engineer shall be furnished with a copy of written agreements or otherwise be notified in writing of additional working space which is acquired. Nothing herein contained and nothing marked on the Plans shall be interpreted as giving the Contractor exclusive occupancy of the territory provided by the City. When two or more contracts are being executed at one time on the same or adjacent land in such a manner that work on one contract may interfere with that on another, the Engineer shall decide which Contractor shall cease work, and which shall continue, or whether the work on both contracts shall progress at the same time and in what manner, and the decision of the Engineer shall be final and binding. When the territory of one contract is the necessary or convenient means of access for the performance of another contract, such privilege of access or any other reasonable privilege may be granted by the Engineer to the Contractor so desiring, to the extent, amount, in the manner, and at the time permitted. No such decision as to the method or time of conducting the Work or the use of territory shall be the basis of any claim for delay or damage.
(b) Lands, easements or rights-of-way to be furnished by the City for construction operations will be specifically shown on the Plans.
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(c) The Contractor shall construct and maintain all roads necessary to reach the various parts of the Work and for the transportation thereto of construction material and personnel. The cost of constructing and maintaining such roads shall be borne by the Contractor.
3.20. CITY’S RIGHT TO AUDIT AND PRESERVATION OF RECORDS (a) The Contractor shall maintain books, records and accounts of all costs in accordance with generally accepted accounting principles and practices. The City and its authorized representatives shall have the right to audit the books, records and accounts of the Contractor under any of the following conditions:
(1) The Contract is terminated for any reason in accordance with the provisions of the Contract Documents in order to arrive at equitable termination costs; (2) In the event of a disagreement between the Contractor and the City over the amount due the Contractor under the terms of the Contract; (3) To check or substantiate any amounts invoiced or paid which are required to reflect the costs of the Contractor, or the Contractor’s efficiency or effectiveness under this Contract or in connection with extras, changes, claims, additions, backcharges, or others, as may be provided for in this Contract;
(4) If it becomes necessary to determine the City’s rights and the Contractor’s obligations under the Contract or to ascertain facts relative to any claim against the Contractor which may result in a charge against the City; (5) To determine any difference in cost occasioned by a permissible substitution;
(6) And/or for any other reason in the City’s sole judgment. (b) Contractor shall provide the City (or its representatives), unlimited, reasonable access during working hours to the Contractor’s books and records. The City’s audit rights shall be liberally construed in the City’s favor.
(c) The Contractor, from the effective date of final payment or termination hereunder, shall preserve and make available to the City for a period of three (3) years thereafter, at all reasonable times at the office of the Contractor (but without any charge to the City), all its books, records, documents, photographs, micro-photographs, and other evidence bearing on the costs and expenses of the Contractor under this Contract and relating to the Work hereunder.
(d) The City will make all payments required of it under this Contract subject to audit, under circumstances stated above, which audit may be performed at the City’s option, either during the Contract time period or during the record retention time period. Regardless of authorization, approval or acceptance, signatures or letters which are given by the City and are part of the City’s control systems or are requested by the Contractor, the payments made under this Contract shall not constitute a waiver or agreement by the City that it accepts as correct the billings, invoices or other charges on which the payments are based. If the City’s audit 276
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produces a claim against the Contractor, the City may pursue all its legal remedies even though it has made all or part of the payments required by this Contract. (e) If any audit by the City or its representative discloses an underpayment by the City pursuant to the terms of the Contract Documents, the City shall have the duty to pay any amount found by the audit to be owed to the Contractor. If such audit discloses an overpayment, the Contractor shall have the obligation to reimburse the City for the amount of the overpayment. The City’s right to claim reimbursement from the Contractor of any overpayment shall not be terminated or waived until three years after the completion of the City’s audit or upon the termination of audit rights under subparagraph 3.20(f), whichever date is later. The obligation of the Contractor to make reimbursements hereunder shall not terminate except as provided by law.
(f) The City’s right to audit and the preservation of records shall terminate at the end of three (3) years after the date final payment is made or termination of the Contract. The Contractor shall include this “Right to Audit and Preservation of Records” clause in all subcontracts issued by it and it shall require the same to be inserted by all lower tier Subcontractors in their subcontracts, for any portion of the work. Should Contractor fail to include this clause in any such contract or lower tier contract, or otherwise fail to insure the City’s rights hereunder, Contractor shall be liable to the City for all costs, expenses and attorney’s fees which the City may have to incur obtaining or attempting to obtain an audit or inspection of or the restoration of records which otherwise would have been available to the City from said persons under this clause. Such audit may be conducted by the City or its authorized representative.
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SECTION 4
CONTROL OF MATERIALS
4.01. MATERIALS
(a) Unless otherwise specifically stated in the Specifications, the Contractor shall furnish all materials necessary for the execution and completion of the Work. Unless otherwise specified, all materials shall be new and shall be manufactured, handled, and installed in a workmanlike manner to insure completion of the Work in accordance with the Contract Documents. The Contractor shall, upon request of the Engineer, furnish satisfactory evidence as to the kind and quality of materials.
(b) Where materials are to be furnished by the City, the type, size, quantity and location at which they are available will be stated in the Contract Documents. (c) Manufacturers’ warranties, guarantees, instruction sheets and parts listed, which are furnished with certain articles or materials incorporated in the Work, shall be delivered to the Engineer before Acceptance of the Contract.
4.02. STORAGE OF MATERIALS
Articles or materials to be incorporated in the Work shall be stored in such a manner as to insure the preservation of their quality and fitness for the Work, and to facilitate inspection.
4.03. TRADE NAMES AND ALTERNATIVES
Whenever a material, article, system or sub-system is specified or described by using the name and/or model of a proprietary product or trademark or the name of the manufacturer or vendor, the specified item shall establish the type, function, and quality required. It shall be understood that the words “or approved equivalent” are implied whether or not they follow the proprietary enumeration.
The City reserves the right to determine when proprietary items have no equivalency, and when uniformity of operations, interchangeability of parts, standard parts inventory, etc., are in the City’s best interest.
Requests for review of equivalency will be considered upon submission of sufficient information as described herein, to allow complete review. Such requests shall not be accepted from anyone other than the Contractor. Such submission must be made prior to purchase, fabrication, manufacture or use of the equivalent items under consideration. (a) Contractor’s Risk. If the Contractor includes in its Bid or later proposes any material, product or equipment that the Contractor considers equivalent to that specified, the Contractor assumes all risk of any sort associated with Acceptance or rejection of proposed equivalent items. The Contractor shall have no right to make claim based upon Contractor’s Bid that includes a proposed equivalent item(s) of work which resulted in a lower Bid amount for said item(s) or lower total bid.
(b) Submission Requirements. Each submission for equivalency review shall include:
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(1) Justification for use of the proposed equivalent item(s), including evidence, as applicable, that Contract specified material, product or equipment is unobtainable or unobtainable within an acceptable time for contract completion; (2) A description of the difference between specified item(s) and proposed equivalent item(s) and the comparative advantages and disadvantages of each; (3) All relevant data addressing each specified parameter to show equivalency;
(4) A prediction of any effects the proposed change will have on operation and maintenance costs where applicable.
(c) Equivalency. An item will be considered equivalent to the item specified if it is equal to or better in:
(1) Design and strength in all sub-parts, quality, reliability and durability, operation, maintenance and serviceability, as applicable; and (2) Specified parameters in performance in all respects for the specific function(s) indicated in the contract.
(d) Supplemental Requirements. Any tests required by the City to establish quality and performance standards shall be promptly conducted by or through the Contractor at no additional cost to the City. In addition, the Contractor shall:
(1) Submit any additional data requested by the Engineer for the equivalency review; and
(2) Satisfactorily accomplish all changes, including any Engineering associated with use of equivalent items, at no additional cost to the City. (e) Equivalency Determinations. The Engineer shall be the sole judge as to equivalency determinations. The Engineer’s decision shall be final. The Contractor shall have no right of appeal to any decision rejecting the equivalency of any item. (f) Procedure.
(1) Data substantiating a request for a substitution of “an equal” item shall be submitted prior to the Award of the Contract pursuant to Section 3400 of the latest edition of the Public Contract Code.
(2) After the Bid opening, the apparent three low bidders shall have seven (7) calendar days to provide complete substantiating data for all product, material or system substitution requests. After this seven (7)-day period, the City may award the Contract to the apparent low bidder. In no event will product, material or system substitution requests submitted after the Award of Contract be considered. Failure to submit such substantiating data will result in the automatic rejection of the proposed substitution request. The City will have thirty (30) days to review the first ten (10) proposed substitution requests. For each additional five (5) product, material or system substitution requests over and above the initial ten (10), the City will have ten (10) additional days to review the proposed substitution requests. 279
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(3) Each substitution request may include one alternate substitution. All alternate substitutions shall be submitted concurrently with substitution requests. Upon review by the City, proposed substitutions shall be returned to the Bidder marked either “accepted” or “rejected”. The City shall only review alternative substitution requests if the primary substitution request is rejected. If a substitution request, and its alternative, is returned “rejected”, no further substitution requests for that product, material or system will be allowed and the Bidder will provide the specified product, material or system.
(4) If, after all substitution requests have been processed, substitution requests by the apparent low Bidder are rejected by the City, the apparent low Bidder may elect not to execute the Contract. Under no circumstances, will bidders be allowed to alter their Bid Price as originally submitted. This election shall be made in writing no later than five (5) days following the receipt of the reviewed substitution requests. An election by the Bidder not to execute the Contract will result in the forfeiture of the bidder’s Bid bond. If the apparent low Bidder elects not to continue, and the second low Bidder is awarded the Contract, the second low Bidder may then elect not to execute the Contract for the contract price shown on its Bid Form. Subsequent bidders shall have five (5) days following the receipt of the reviewed substitution requests and the Notice of Award in which to make their election. This process shall continue until one Bidder decides to continue with the Award of Contract process. (5) The City may award the Contract at any time after the time for submitting substitution requests expires pursuant to subpart (2), above. In the event the Contract is awarded prior to acceptance/rejection of substitution requests, all outstanding substitution requests shall be reviewed by the City as provided above. If the apparent low Bidder elects not to execute the Contract, the Award of Contract to the apparent low Bidder shall be rescinded and the Contract awarded to the next apparent low bidder. All bidders electing not to execute the Contract expressly agree that the City shall incur no liability for such rescissions. As provided herein, “apparent low bidder” means the lowest responsive and responsible bidder.
4.04. CERTIFICATES OF COMPLIANCE
(a) A Certificate of Compliance shall be furnished prior to the use of any materials for which the Technical Specifications require that such a certificate be furnished. In addition, when so authorized in the Specifications, the Engineer may permit the use of certain materials or assemblies prior to sampling and testing if accompanied by a Certificate of Compliance. The Certificate of Compliance shall be signed by the manufacturer of the material or the manufacturer of assembled materials and shall state that the materials involved comply in all respects with the requirements of the Contract. A Certificate of Compliance shall be furnished with each lot of material delivered to the Work and the lot so certified shall be clearly identified in the Certificate.
(b) All materials used on the basis of a Certificate of Compliance may be sampled and tested at any time. The fact that material is used on the basis of a Certificate of Compliance shall not relieve the Contractor of responsibility for incorporating material in the Work which conforms to the requirements of the Contract Documents and any such material not conforming to such requirements will be subject to rejection whether in place or not. (c) The City reserves the right to refuse to permit the use of material on the basis of a Certificate of Compliance.
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(d) The form of the Certificate of Compliance and its disposition shall be as directed by the Engineer.
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SECTION 5
LEGAL RELATIONS AND RESPONSIBILITY
5.01. COMPLIANCE WITH LAWS – PERMITS, REGULATIONS, TAXES The Contractor is an independent Contractor and shall, at the Contractor’s sole cost and expense, comply with all laws, rules, ordinances and regulations of all governing bodies having jurisdiction over the Work, obtain all necessary permits and licenses therefore, pay all manufacturers’ taxes, sales taxes, use taxes, processing taxes, and all federal and state taxes, insurance and contributions for social security and unemployment which are measured by wages, salaries or any remuneration paid to Contractor’s employees, whether levied under existing or subsequently enacted laws, rules or regulations. The Contractor shall also pay all property tax assessments on materials or equipment used until Acceptance by the City. If any discrepancy or inconsistency is discovered in the Plans or Specifications, or in this Contract in relation to any such law, rule, ordinance, regulation, order or decree, the Contractor shall forthwith report the same to the Engineer in writing. The Contractor shall also protect, defend and indemnify the City, the Engineer, and all of the City’s officers, agents, and servants against any claim or liability arising from or based upon the violation of any such law, rule, ordinance, regulation, order or decree, whether by the Contractor or its employees. Particular attention is called to the following:
(a) Without limitation, materials furnished and performance by Contractor hereunder shall comply with Safety Orders of the Division of Industrial Safety, State of California, Federal Safety regulations of the Bureau of Labor, Department of Labor; and any other applicable Federal regulations.
(b) The Contractor, upon request shall furnish evidence satisfactory to the City and Engineer that any or all of the foregoing obligations have been or are being fulfilled. The Contractor 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 Contractor has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable the Contractor to perform this Contract. (c) Contractor is required to insure that material safety data sheets (MSDSs) for any material requiring a material safety data sheet pursuant to any federal or state law are available in a readily accessible place on the Project premises. Contractor is also required to insure:
(1) The proper labeling of any substance brought onto the Project premise by Contractor or any Subcontractors and
(2) That the person(s) working with the material, or within the general area of the material, are appropriately informed about the hazards of the substance and follow proper handling and protection procedures.
(d) Contractor is required to comply with the provisions of California Health and Safety Code section 25249.5, et seq. (Prop. 65), which requires the posting and giving of notice to persons who may be exposed to any chemical known to the State of California to cause cancer.
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5.02. PREVAILING WAGE
(a) The Contractor 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 Contractor 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 which is incorporated herein by reference. Copies of the current schedules for prevailing wages are on file in the City’s office, and the contents of those schedules are included herein as if set forth in full.
(b) The City will not recognize any claims for additional compensation because of the payment of the wages set forth in these General Conditions. The possibility of wage increases is one of the elements to be considered by the Contractor in determining its proposal, and will not under any circumstances, other than delays caused by the City, the Engineer, or the City’s agents, be considered as the basis of a claim against the City. (c) The Contractor agrees to follow the instructions of the City’s labor compliance officer until notified otherwise in writing by the City. (d) The Director of the Department of Industrial Relations 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.
Copies of the applicable prevailing wage rate determinations are made available to the Contractor and Subcontractor at the Pre-Job Conference Meeting. The Contractor shall post a copy of this document at the prevailing wages at each job site, along with a CMU work place poster, printed on 8 1/2” X 11” paper or larger, in accordance with California Code of Regulations, Title 8, section 16451(d).
5.03. PREVAILING WAGE RECORDS
(a) The Work is subject to monitoring and enforcement of prevailing wage requirements by the Department of Industrial Relations (“DIR”) and the following provisions will apply:
(1) Contractor and Subcontractors shall maintain and furnish to the 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 in PDF form shall be transmitted electronically to the DIR after first registering at http://www.dir.ca.gov/PublicWorks/Certified-Payroll-Reporting.html. The provisions of Labor Code section 1776 are incorporated herein by reference.
(2) The CITY and the DIR shall review, including by way of job site inspections, and, if appropriate, audit payroll records to verify compliance with the public works requirements of the Labor Code. The DIR will notify the Contractor or Subcontractor(s), as appropriate) of any noncompliance, in order for all such Contractor or Subcontractor(s) to correct the noncompliance.
(3) The City shall withhold payments when payroll records are delinquent or inadequate.
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(4) The City shall withhold payments equal to the amount of underpayment and applicable penalties when, after investigation, it is established that underpayment has occurred.
(5) The City shall cooperate with the DIR and DLSE in any investigation of suspected violations of prevailing wage requirements.
(6) As directed by the Labor Commissioner, the City shall withhold Contract payments equal to the payments due or estimated to be due to the Contractor or Subcontractors whose payroll records are delinquent or inadequate, plus any additional amount that the Labor Commissioner has reasonable cause to believe may be needed to cover a back wage and penalty assessment against such Contractor or Subcontractors. The Contractor shall be required to withhold payments to a Subcontractor whose payroll records are delinquent or inadequate until the Labor Commissioner provides notice that the Subcontractor has cured such delinquency or deficiency.
(7) These payroll records shall be made available to the City’s representatives. These records shall be maintained during the course of the Work. The Contractor 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. (8) The Contractor 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.
(9) The Project will not be accepted as complete by the City nor final payment made until all items of non-compliance are corrected or until appropriate provision is made by depository agreement to assure the ultimate resolution and payment of any back wages that may be found due.
(b) A pre-construction conference shall be conducted before commencement of the Work with the Contractor and Subcontractors at which time the prevailing wage requirements will be reviewed and agreed to by all parties.
5.04. LABOR DISCRIMINATION
Attention is directed to Section 1735 of the Labor Code, which reads as follows: “A Contractor shall not discriminate in the employment of persons upon public works on any basis listed in subdivision (a) of Section 12940 of the Government Code, as those bases are defined in Sections 12926 and 12926.1 of the Government Code, except as otherwise provided in Section 12940 of the Government Code. Every Contractor for public works who violates this section is subject to all the penalties imposed for a violation of this chapter.”
5.05. EIGHT-HOUR DAY LIMITATION
(a) In accordance with the provisions of the Labor Code, and in particular, Sections 1810 to 1815 thereof, inclusive, eight hours labor shall constitute a day’s work, and no worker, in the employ of said Contractor, or any Subcontractor, doing or contracting to do any part of the work contemplated by this 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 284
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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 Contractor 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 Work. This record shall be open at all reasonable hours to the inspection of the City, State and Federal officers and agents. It is hereby further agreed that, the Contractor shall forfeit as a penalty to the City the sum of twenty-five dollars ($25.00) for each worker employed in the performance of this Contract by the Contractor 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.
5.06. COMPLIANCE WITH STATE REQUIREMENTS FOR EMPLOYMENT OF
APPRENTICES
The Contractor’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 these Specifications. As applicable, the Contractor or any Subcontractor employed by the Contractor in the performance of the Work shall take such actions as necessary to comply with the provisions of Section 1777.5.
5.07. UNDERGROUND UTILITIES
(a) In accordance with Government Code section 4215, the Contractor shall be compensated for the costs of locating, repairing damage not due to the failure of the Contractor to exercise reasonable care, and removing or relocating existing main or trunkline utility facilities which are not indicated in the Contract Plans and Specifications with reasonable accuracy, and for the equipment on the Project necessarily idled during such work, provided that the Contractor shall first notify the Engineer before commencing work on locating, repairing damage to, removing or relocating such utilities. Contractor shall not be assessed liquidated damages for delays in completing the Work when such delays are due to the failure of either the City or the owner of the utility to provide for removal or relocation of such utility facilities. (b) The Contractor shall take all precautions necessary to protect the existing utilities within the project area. Any utilities damaged due to the Contractor’s negligence shall be repaired or restored to their original condition at the Contractor’s sole expense. Existing utilities shall be kept in service during the life of the Contract unless relocation, reconstruction, abandonment, or outage is specifically authorized by the Engineer. (c) The Contractor shall provide and maintain such temporary supports as may be necessary to preserve the functions of the various utility systems. No wires, conduits and/or pipes shall be removed until all services therein have been made inoperable. (d) The Contractor shall notify the Engineer and appropriate Regional Notification Center for operators of subsurface installations at least two (2) working days, but not more than fourteen (14) calendar days, prior to performing excavation or other work close to any underground pipeline, conduit, duct, wire and other structures. The Contractor shall provide updated information to the Notification Center as required and on a periodic basis. The Regional 285
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Notification Center includes but is not limited to the Underground Service Alert-Northern California (USA) at 1-800-642-2444.
(e) The Contractor is advised that the State of California does not participate in USA.
The Contractor is required to notify Caltrans Permits Branch (916) 322-1297 for the location of State facilities.
(f) The Contractor shall not proceed with work until utility facilities involved have been located, disconnected, or otherwise adjusted by utility representatives. (g) The City Utility Maintenance Division will make repairs to all water service laterals and water mains damaged by the Contractor during the course of construction unless directed otherwise by the Engineer. Except as otherwise provided in this section, the Contractor shall be required to pay all labor, material and equipment costs incurred by the City Utilities Maintenance Division for the repairs made to damaged water service laterals and water mains.
The City will bill the Contractor for the repairs and the bills will be paid by the Contractor prior to either the next monthly progress payment or prior to the final payment, whichever comes first.
The Contractor shall provide to the Engineer proof of payment of the repair bills prior to the issuance of either the monthly progress payment or final payment. The current labor and equipment rates for the City Utility Maintenance Division will be made available to the Contractor at the preconstruction conference. The City shall have the right to deduct the total amount of any unpaid City repair bill from the money due or to become due the Contractor.
5.08. WATER POLLUTION
The Contractor shall exercise every reasonable precaution to protect streams, lakes, reservoirs, and canals from pollution with fuels, oils, bitumens, calcium chloride, and other harmful materials and shall conduct and schedule Contractor’s operations so as to avoid or minimize muddying and silting of said streams, lakes, reservoirs, and canals. Care shall be exercised to preserve vegetation beyond the limits of construction. The Contractor shall comply with Section 5650 of the California Fish and Game Code and all other applicable statutes and regulations relating to the prevention and abatement of water pollution.
5.09. PAYMENT OF TAXES
The Contract prices paid for the Work shall include full compensation for all taxes, which the Contractor is required to pay, whether imposed by federal, state, or local governments.
5.10. PERMITS AND LICENSES
The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the lawful prosecution of the work. All permits and licenses shall be obtained in sufficient time to prevent delays to the Work. The Contractor shall, at a minimum, possess and maintain the licenses and permits set forth in the Contract Provisions and shall ensure that its employees possess and maintain any certifications, licenses or permits required to perform work under this Contract, including but not limited to state certifications required by the California Department of Industrial Relations.
5.11. PATENTS
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The Contractor shall assume all costs arising from the use of patented materials, equipment, devices, or processes used on or incorporated into the Work, and agrees to indemnify, defend and save harmless the City, the Engineer, and their duly authorized representatives, from all suits at law, or actions of every nature for, or on account of, the use of any patented materials, equipment, devices, or processes.
5.12. PUBLIC CONVENIENCE
This section defines the Contractor’s responsibility with regard to convenience of the public and public traffic in connection with its operations. (a) The Contractor shall so conduct its operations as to offer the least possible obstruction and inconvenience to the public. The Contractor shall have under construction no greater length or amount of work than can be properly prosecuted with due regard to the rights of the public.
(b) Unless otherwise provided in the Contract Documents, all public traffic shall be permitted to pass through the Work with as little inconvenience and delay as possible. In order to expedite the passage of public traffic through or around the work, the Contractor shall install as appropriate signs, lights, flares, barricades, and other facilities for the sole convenience and direction of public traffic. Also, where directed by the Engineer, the Contractor shall provide and station competent flagpersons whose sole duties shall consist of directing the movement of public traffic through or around the Work. The cost of furnishing and installing such signs, lights, flares, barricades, and other facilities, and the cost of providing and stationing such flagpersons, all for the convenience and direction of public traffic, will be considered as included in the Contract price and no additional compensation will be allowed. (c) Spillage resulting from hauling operations along or across any publicly traveled way shall be removed immediately by the Contractor at its expense. (d) Construction operations shall be conducted in such a manner as to cause as little inconvenience as possible to abutting property owners.
(e) Convenient access to driveways, houses and buildings along the line of the work shall be maintained and temporary approaches to crossings or intersecting highways shall be provided and kept in good condition. When the abutting property owner’s access across the right-of-way line is to be eliminated, or to be replaced under the Contract by other access facilities, the existing access shall not be closed until the replacement access facilities are usable.
(f) Water shall be supplied if ordered by the Engineer for the alleviation or prevention of dust nuisance as provided in the Contract Documents. Any water obtained from a fire hydrant within the City of West Sacramento shall be subject to a fire hydrant permit issued by the Engineering Division of the City of West Sacramento. (g) Flagpersons and guards, while assigned to traffic control, shall perform their duties and shall be provided with the necessary equipment in accordance with the current “Instructions to Flagmen” of the California Department of Transportation. The equipment shall be furnished and kept clean and in good repair by the Contractor at its expense. 287
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(h) All traffic control shall be in accordance with California Manual on Uniform Traffic Control Devices (California MUTCD), Part 6 and this Section 5.12. (1) Traffic Control Plans. Traffic Control Plans shall be developed for the project to assure that adequate consideration is given to the safety and convenience of motorists, pedestrians, and workers during construction. The Traffic Control Plans shall include, but not be limited to, signing, pavement markings, construction scheduling, permanent barricades, methods and devices for delineation and channelization, placement and maintenance of devices, roadway lighting, traffic regulations, surveillance and inspection. The Traffic Control Plans shall be approved by the Engineer a minimum of two (2) working days prior to start of any work. Non-compliance with any stipulation of this section will be justification for the City to stop work.
(2) Traffic Control Devices and Procedures. Traffic control devices and procedures shall conform to the California Manual on Uniform Traffic Control Devices (California MUTCD), Part 6 and this Section 5.12. Non-compliance with any stipulation of this section will be justification for the City to stop work.
(3) Elimination of On-Street Parking. The Contractor shall place notification for the elimination of on-street parking, if required, at least forty-eight (48) hours, but not more than seventy-two (72) hours prior to the start of work. The notification shall include the Contractor’s phone number, the City of West Sacramento Community Development Department phone number (916) 617-4645, and the phrase “VEHICLES WILL BE TOWED PURSUANT TO CVC SECTION 22651 (L)”. This notice shall be affixed to a Type II barricade that is placed in the lane of the road (max. 200 ft. spacing) used for on-street parking. No other location or method of placement is acceptable. The notification shall be in a form approved by the Engineer. Non-compliance with any stipulation of this section will be justification for the City to stop work.
(4) Lane Closures. All lane closures shall be included in the Traffic Control Plans, and shall both conform to Section 5.12(h)(2) above, and be approved by the Engineer.
Total road closures will not be allowed for the Project. (5) Measurement and Payment. Unless specifically shown as an item of work on the proposal form, all traffic control shall be considered included in other items of work and no additional compensation will be made for labor, materials or equipment needed.
5.13. CONTINUOUS OPERABILITY OF FACILITIES
Absent written permission by the Engineer, the continuous operation of all existing facilities is required and shall in no way be affected by the Work.
5.14. SAFETY
(a) General
(1) The Contractor shall be solely and completely responsible for the conditions of the job Site, including safety of all persons and property during performance of the Work. This requirement shall apply continuously and not be limited to normal working hours.
Safety provisions shall conform to all applicable federal, state, and local laws, ordinances, and 288
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codes, and to the rules and regulations established by the California Division of Industrial Safety, and to other rules of law applicable to the Work. (2) The services of the Engineer in conducting construction review of the Contractor’s performance is not intended to include review of the adequacy of the Contractor’s work methods, equipment, bracing or scaffolding or safety measures, in, on, or near the construction site, and shall not be construed as supervision of the actual construction nor make the Engineer or the City responsible for providing a safe place for the performance of work by the Contractor, Subcontractors, or suppliers; or for access, visits, use work, travel or occupancy by any person.
(3) The Contractor shall carefully instruct all personnel working in potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instruction as is necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to electrical work, work involving excavation and in sump pump work.
(4) All work and materials shall be in strict accordance with all applicable State, Federal and local laws, rules, regulations, and codes. (5) Nothing in this Contract is to be construed to permit work not conforming to governing law. When Contract Documents differ from governing law, the Contractor shall furnish and install the higher standards called for without extra charge. All equipment furnished shall be grounded and provided with guards and protection as required by safety codes. Where vapor-tight or explosion-proof electrical installation is required by law, this shall be provided. (6) The Contractor shall submit a safety plan and/or narrative description to the Engineer prior to commencement of the Work. This safety plan and/or narrative description shall describe all first aid, safety clothing, etc. to be used at the Project Site. (b) Shoring and Trench Safety Plan
(1) Attention is directed to Section 832 of the Civil Code of the State of California relating to lateral and subjacent support, and the Contractor shall comply with this law.
(2) In accordance with Section 6705 of the State Labor Code, the Contractor shall submit to the City specific plans to show details of provisions for worker protection from caving ground. Not less than thirty (30) days before beginning excavation for any trench or trenches five feet or more in depth required under this Contract, the Contractor shall furnish to the Engineer Working Drawings of its trench safety plan. The trench safety plan Working Drawings shall be detailed plans showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from the hazard of caving ground. If such plan varies from the shoring system standards established by the Construction Safety Orders of the California Division of Industrial Safety or the Federal Safety and Health Regulations for Construction of the Occupational Safety and Health Administration, Department of Labor, the plan shall be prepared by a registered civil or structural engineer. In no event shall the Contractor use a shoring, sloping, or protective system less effective than that required by said Construction Safety Orders, or less effective than that required by said Federal Safety Standards. Submission of this plan in no way relieves the Contractor from the requirement to maintain safety in all operations performed by the Contractor or its Subcontractors. 289
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5.15. BLASTING
Except for exceptional circumstances, blasting shall be prohibited. Accordingly, Bids should be prepared on the basis that no blasting will be permitted. Should blasting be required and expressly approved by the City, the City will issue a Change Order for blasting work.
5.16. INTOXICATING LIQUORS AND NARCOTICS
The Contractor shall not sell, permit or suffer the introduction or use of intoxicating liquors or narcotics upon or about the Site.
5.17. PROTECTION OF PERSONS AND PROPERTY
(a) The Contractor shall take whatever precautions are necessary to prevent damage to all existing improvements, including above ground and underground utilities, trees, shrubbery that is not specifically shown to be removed, fences, signs, mailboxes, survey markers and monuments, buildings, structures, the City’s property, adjacent property, and any other improvements or facilities within or adjacent to the work. If such improvements or property are injured or damaged by reason of the Contractor’s operations, they shall be replaced or restored, at the Contractor’s expense, to a condition at least as good as the condition they were in prior to the start of the Contractor’s operations.
(b) The Contractor shall adopt all practical means to minimize interference to traffic and public inconvenience, discomfort or damage. The Contractor shall protect against injury to any pipes, conduits or other structures crossing the trenching or encountered in the Work and shall be responsible for any injury done to such pipes or structures, or damage to property resulting therefrom. The Contractor shall support or replace any such structures without delay and without any additional compensation to the entire satisfaction of the Engineer. All obstructions to traffic shall be guarded by barriers illuminated at night. The Contractor shall be responsible for all damage to persons and property directly or indirectly caused by its operations and, under all circumstances, Contractor must comply with the laws and regulations of the State of California relative to safety of persons and property and the interruption of traffic and the convenience of the public within the respective jurisdictions. (c) The Contractor is cautioned that it must replace all improvements in rights-ofway and within the public streets to a condition at least equal to what existed prior to the Contractor’s entry onto the job.
(d) Type and time of construction required at any road subject to interference by the work will be determined by those authorities responsible for maintenance of said road. It shall be the responsibility of the Contractor to determine the nature and extent of all such requirements, including provision of temporary detours as required; however, the construction right-of-way obtained by the City at affected roadways will be adequate for provision of all required detours. As required at any road crossing, the Contractor shall provide all necessary flagpersons, guardrails, barricades, signals, warning signs and lighting to provide for the safety of existing roads and detours. Immediately after the need for temporary detours ceases, or when directed, the Contractor shall remove such detours and perform all necessary cleanup work, including replacement of fences, and removal of pavement. Included shall be all necessary replacement of existing roadway appurtenances, grading work, soil stabilization and dust control measures, as required and directed.
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(e) The Contractor shall examine all bridges, culverts, and other structures over which it will move its materials and equipment, and before using them, Contractor shall properly strengthen such structures where necessary. The Contractor shall be responsible for any and all injury or damage to such structures caused by reason of its operations.
5.18. RESPONSIBILITY FOR REPAIR OF FACILITIES
All public or private facilities, including but not limited to, gravel surfacing at existing canals, structures, telephone cables, roadways, curbs, gutters, parking lots, private drives, levees and embankments for creeks, ponds and reservoirs disturbed during construction of the work shall be repaired and/or replaced by the Contractor to match facilities existing prior to construction. In addition, the Contractor shall be responsible for any settlement damage to such facilities or adjoining areas for a period of one year after Acceptance of such required facilities.
5.19. CITY’S REPAIR
In the event the Contractor refuses or neglects to make good any loss or damage for which it is responsible under this Contract, the City may itself or by the employment of others, make good any such loss or damage, and the cost and expense of doing so, including any reasonable engineering, legal and other consultant fees, and any costs of administrative and managerial services, shall be charged to the Contractor. Such costs and expenses may be deducted by the City from claims for payment made by the Contractor for work completed or remaining to be completed.
5.20. ANTITRUST CLAIM ASSIGNMENT
In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to this contract, the Contractor and all Subcontractors shall offer and agree to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or subcontract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor, without further acknowledgement by the parties.
5.21. WAIVER OF RIGHT TO RESCIND FOR MATERIAL BREACH
The Contractor agrees that it can be adequately compensated by money damages for any breach of this Contract which may be committed by the City and hereby agrees that no default, act, or omission of the City or the Engineer, shall constitute a material breach of the Contract entitling the Contractor to cancel or rescind the provisions of this Contract or (unless the City shall so consent or direct in writing) to suspend or abandon performance of all or any part of the Work. The Contractor hereby waives any and all rights and remedies to which it might otherwise be or become entitled, save only its right to money damages.
5.22. CONTRACTOR’S LICENSE NOTICE
CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS’ STATE LICENSE BOARD. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO:
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REGISTRAR CONTRACTORS’ STATE LICENSE BOARD
9821 BUSINESS PARK DRIVE
SACRAMENTO, CALIFORNIA 95827
MAILING ADDRESS:
P.O. BOX 26000
SACRAMENTO, CALIFORNIA 95826
5.23. HISTORICAL, SCIENTIFIC AND ARCHEOLOGICAL DISCOVERIES All articles of historical or scientific value, including but not limited to coins, fossils, and articles of antiquity which may be uncovered by the Contractor during the progress of work, shall become City property. Such findings shall be reported immediately to the Engineer who will determine the method of removal, where necessary, and the final disposition thereof.
5.24. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by the Contractor, its agents, representatives, employees or Subcontractors. The cost of such insurance shall be included in the Contractor’s bid.
(a) Neither the Contractor nor any Subcontractors shall commence any work until all required insurance has been obtained at their own expense. 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.
(b) Any insurance bearing on adequacy of performance shall be maintained after completion of the project for the full guarantee period. (c) Prior to execution of the Contract, the Contractor shall furnish the City with original endorsements effecting coverage for all policies required by the Contract. The endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. The endorsements are to be on forms provided or approved by the City. The City may require the Contractor or any Subcontractor to furnish complete certified copies of all insurance policies affecting the coverage required by the Contract. (d) All of the Contractor’s policies shall contain an endorsement providing that written notice shall be given to the City at least sixty (60) calendar days prior to termination, cancellation, or reduction of coverage in the policy.
(e) Any policy or policies of insurance that the Contractor elects to carry as insurance against loss or damage to its construction equipment and tools shall include a provision therein providing a waiver of the insurer’s right to subrogation against the City and the Engineer.
(f) The requirements as to the types, limits, and the City’s approval of insurance coverage to be maintained by the Contractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Contractor under the Contract. 292
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(g) In addition to any other remedy the City may have, if the Contractor or any of the Subcontractors 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 required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due the Contractor under this Contract. (h) The Contractor and all 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 the Contractor and all Subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of the Contractor or any Subcontractor to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this contract. (1) Workers’ Compensation and Employer’s Liability Insurance (i) Workers’ Compensation
The Contractor and all Subcontractors shall maintain insurance to protect the Contractor or Subcontractor from all claims under Workers’ Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Workers’ Act. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable State and Federal statutes and regulations. The Contractor shall execute a certificate in compliance with Labor Code section 1861, on the form provided in the Contract Documents. (ii) Claims Against City
If an injury occurs to any employee of the Contractor or any of the Subcontractors for which the employee or its dependents, in the event of its death, may be entitled to compensation from the City under the provisions of the said Acts, or for which compensation is claimed from the City, there will be retained out of the sums due the Contractor under this Contract, an amount sufficient to cover such compensation as fixed by said Acts, until such compensation is paid or it is determined that no compensation is due. If the City is required to pay such compensation, the amount so paid will be deducted and retained from such sums due, or to become due, the Contractor.
(2) Commercial General and Automobile Liability Insurance The Contractor shall maintain in effect at all times during the performance of the work hereunder not less than the following coverage’s and limits of Commercial General and Automobile Liability insurance:
(i) Form and Amount
The insurance shall include, but shall not be limited to, protection against claims arising from death, bodily injury, personal injury, or damage to property resulting from actions, failures to act, operations or equipment of the insured, or by its employees, agents or consultants, 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 with an aggregate no less than two (2) times the required per occurrence limit applying to bodily injury, personal injury, and property damage, or any combination of the three. Any deductibles must be declared 293
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to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles as respects the entity, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration expenses, and defense expenses. The commercial general and automobile liability insurance coverage shall also include the following:
(ii) Additional Requirements
Provision or endorsement naming the City, the Engineer and its consultants, and each of their officers, employees, and agents, each as additional insured’s with respect to any potential liability arising out of the performance of any work under the Contract, and providing that such insurance is primary insurance as respects the interest of the City and Engineer, and its consultants, and each of their officers, employees, and agents and that any other insurance, risk pool membership, or other liability protection maintained by the City or maintained by the Engineer is excess to the insurance required hereunder, and will not be called upon to contribute to any loss unless and until all limits available under the Contractor ‘s and Subcontractor’s insurance policy/policies have been paid. The additional insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13.
(iii) “Cross Liability” or “Severability of Interest” clause. (iv) Broad Form Property Damage, Personal Injury, Contractual Liability, Protective Liability, and Completed Operations coverage’s, and elimination of any exclusion regarding loss or damage to property caused by explosion or resulting from collapse of buildings or structures or damage to property underground, commonly referred to by insurers as the “XCU” hazards.
(v) Provision or endorsement stating that such insurance, subject to all of its other terms and conditions, applies to the liability assumed by the Contractor under the Contract, including, without limitation, that set forth in Section 4.02, Indemnity and Litigation Costs.
(vi) Provision or endorsement stating that any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. (vii) The Contractor’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) Builder’s Risk or Installation Floater “All-Risk” Insurance. Before commencement of the Work, the Contractor shall submit written evidence that it has obtained for the period of the Contract, Builder’s Risk “All-Risk” Completed Value Insurance and/or Inland Marine “All-Risk” Installation Floater Insurance, as may be applicable, upon the entire project which is the subject of this Contract, including completed work and work in progress. The policy or policies of insurance shall name the Contractor, City, and Engineer as insured’s as their respective interests may appear, and shall include an insurer’s waiver of subrogation rights in favor of each. Such insurance may have a deductible clause, but the amount of the deductible 294
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shall be subject to the approval of the City, except that the deductible on earthquake coverage may be in accordance with the underwriter’s requirements.
5.25. INDEMNITY AND LITIGATION COST
(a) Promptly upon execution of the Contract, the Contractor specifically obligates itself and hereby agrees to protect, hold free and harmless, defend and indemnify the City, the Engineer and its consultants, and each of their officers, employees and agents, from any and all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney’s fees, which arise out of or are in any way connected with the Contractor’s, or its Subcontractors’ or suppliers’, performance of work under this Contract or failure to comply with any of the obligations contained in the Contract. This indemnity shall imply no reciprocal right of the Contractor in any action on the contract pursuant to California Civil Code section 1717 or section 1717.5. To the fullest extent legally permissible, this indemnity, defense and hold harmless agreement by the Contractor shall apply to any and all acts or omissions, whether active or passive, on the part of the Contractor or its agents, employees, representatives, or Subcontractor’s agents, employees and representatives, resulting in claim or liability, irrespective of whether or not any acts or omissions of the parties to be indemnified hereunder may also have been a contributing factor to the liability, except such loss or damage which was caused by the active negligence, the sole negligence, or the willful misconduct of the City. The Contractor’s obligations under this Section shall apply to claims arising from the Contractor’s mistake, error, or neglect in preparing its Bid for this project. The Contractor’s obligations under this Section shall apply to claims arising from the Contractor’s mistake, error, or neglect in preparing its Bid for this project.
(b) In any and all claims against the City, the Engineer and each of their consultants, officers, employees and agents by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this section shall not be limited in way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under Workers’ Compensation statutes, disability benefit statutes or other employee benefit statutes.
5.26. PROTECTION OF WORK
(a) The Contractor shall be responsible for the care of all the Work until its completion and final acceptance. The Contractor shall, at its own expense, replace damaged or lost material and repair damaged parts of the Work or the same may be done at the Contractor’s expense by the City and the Contractor and its sureties shall be liable therefor. The Contractor shall make its own provisions for properly storing and protecting all material and equipment against theft, injury, or damage from any and all causes. Damaged material and equipment shall not be used in the Work. The Contractor shall take all risks from floods and casualties except as provided by law, and shall make no charge for the restoration of such portions of the work as may be destroyed or damaged by flood or other casualties or because of danger from flood or other casualties or for delays from such causes. The Contractor may, however, be allowed a reasonable extension of time on account of such delays, subject to the conditions herein before specified. The Contractor shall not be responsible for the cost, in excess of 5% of the contracted amount, of repairing or restoring damage to the Work, if the damage was proximately caused by an earthquake in excess of a magnitude of 3.5 on the Richter Scale or by tidal wave’ s; provided that the Work damaged was built in accordance with accepted and applicable building standards, and the plans and specifications of the City. 295
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(b) Contractor shall effectively secure and protect adjacent property and structures, livestock, crops and other vegetation. If applicable, the Contractor shall open fences on or crossing the right-of-way and install temporary gates of sound construction thereon so as to prevent the escape of livestock. Adjacent fence posts shall be adequately braced to prevent the sagging or slackening of the wire. Before such fences are opened, the Contractor shall notify the owner or tenant of the property and, where practicable, the opening of the fence shall be in accordance with the wishes of said owner or tenant. The Contractor shall be responsible that no loss or inconvenience shall accrue to the owner or tenant by virtue of their fences having been opened or the gate not having been either shut or attended at all times. Where special types of fences are encountered, the Contractor shall install temporary gates made of similar materials and of suitable quality to serve the purposes of the original fences. In all cases where the Contractor removes fences to obtain workroom, the Contractor shall provide and install temporary fencing as required, and on completion of construction shall restore the original fence to the satisfaction of the Engineer. All costs of providing, maintaining and restoring gates and fencing shall be home by the Contractor. The Contractor shall provide and maintain all passageways, guard fences, lights and other facilities for protection required by public authority or local conditions.
(c) The Contractor shall use extreme care during construction to prevent damage from dust to crops and adjacent property. The Contractor, at its own expense, shall provide adequate dust control for the right-of-way and take other preventative measures as directed by the Engineer.
(d) The Contractor shall be responsible for all damage to any property resulting from trespass by the Contractor or its employees in the course of their employment, whether such trespass was committed with or without the consent or knowledge of the Contractor. (e) The Contractor shall see that the Site is kept drained and free of all ground water and any other water, which may impede the progress or execution of the Work. (f) The Contractor shall be responsible for any damage caused by drainage or water runoff from construction areas and from construction plant areas. (g) In an emergency affecting the safety of life, the Work, or adjoining property, the Contractor, without special instruction or authorization from the Engineer, is hereby permitted to act at its discretion to prevent such threatened loss or injury, and the Contractor shall so act without appeal if so instructed or authorized. Any compensation claimed by the Contractor on account of emergency work shall be determined as specified In Section 2.07. Should the Engineer deem an emergency condition to exist, the Contractor shall immediately do those things and take those steps ordered by the Engineer. The decision of the Engineer in this respect shall be final and conclusive. Any claims for compensation made by the Contractor on account of emergency work shall be determined as specified in Section 2.07. (h) Except as provided by Government Code section 4215, the Contractor shall be responsible for the removal, relocation and protection of all public and private utilities, including irrigation facilities in the nature of utilities, located on the site of the construction project if and to the extent that the same are identified in the Contract Documents, and the Contractor shall not be entitled to any extension of time or claim for damages for extra compensation in connection therewith. If and to the extent that such utilities or facilities are not identified in the Contract Documents, as between the Contractor and the City, the City will be responsible for the cost of their removal, relocation or protection, as the case may be, but the Contractor shall perform any 296
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such work in conformance with applicable provisions of Sections 2.06 and 2.07, if so directed by the Engineer. In such situations the Contractor shall not be responsible for delay in completion of the project caused by the failure of the City or the owner of the utility to provide for such removal or relocation. If the Contractor, while performing the Contract, discovers utility or irrigation facilities not identified by the City in the Contract Documents, the Contractor shall immediately notify the Engineer in writing.
(i) Subject to the provisions of this section, where the Work to be performed under the Contract crosses or otherwise interferes with existing streams, watercourses, canals, farm ditches, pipelines, drainage channels, or water supplies, the Contractor shall provide for such watercourse or pipelines and shall perform such construction during the progress of the Work so that no damage will result to either public or private interests, and the Contractor shall be liable for all damage that may result from failure to so provide during the progress of the Work.
5.27. ACCIDENTS
(a) The Contractor shall provide and maintain, in accordance with Labor Code section 6708 and OSHA requirements, adequate emergency first-aid treatment for its employees and anyone else who may be injured in connection with the Work. (b) The Contractor shall promptly report in writing to the Engineer all accidents whatsoever arising out of or in connection with, the performance of the Work, whether on or adjacent to the site, which caused death, personal injury, or property damage, giving full details and statements of witnesses. In addition, if death or serious injury or serious damage are caused, the accident shall be reported immediately by telephone or messenger to the City and the Engineer.
(c) If any claim is made by anyone against the Contractor or any Subcontractor on account of any accident, the Contractor shall promptly report the facts in writing to the Engineer, giving full details of the claim.
5.28. NO PERSONAL LIABILITY
Neither the City, the Engineer, nor any of their other officers, agents, or employees shall be personally responsible for any liability arising under the Contract, except such obligations as are specifically set forth herein.
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SECTION 6
PROGRESS AND COMPLETION OF WORK
6.01. PROGRESS SCHEDULE
The Contractor shall submit within ten (10) days after execution of the Contract a detailed work schedule(s) which shall detail the actions of the Contractor and Subcontractors working at the Site. This schedule(s) shall both show the dates at which the Contractor will start and complete and conform to the completion time specified in the Contract. The controlling operation, defined as the least float path, if any, shall be identified.
The Contractor shall review, revise and resubmit the progress schedule at least once a month to reflect progress. In any event, Contractor shall submit, at any time during the contract period, a current schedule to the Engineer at the Engineer’s request.
No progress payments will be made for any work performed until a satisfactory schedule has been submitted and approved by the Engineer. An updated schedule shall be required from the Contractor if the project falls ten (10) working days behind schedule.
If the Work falls behind the accepted schedule, the Contractor shall promptly take whatever actions are necessary to put the project back on schedule. For delays or portions of delays for which the Contractor is responsible, no payment will be made or time extension allowed for increase in work force, equipment, and working hours needed to put the project on schedule.
6.02. COMMENCEMENT AND PROGRESS OF THE WORK AND TIME OF COMPLETION (a) Commencement
The Contractor shall begin the Work after receiving a Notice to Proceed within the period of time set forth in the Contract Provisions. Thereafter, Contractor shall diligently prosecute the Work to completion as specified in the Contract Documents. The Engineer shall have the right to specify the locations where Contractor shall start and proceed with the Work.
A preconstruction conference will be convened after the Contractor has delivered the necessary bonds, insurance certificates and signed agreement in proper form as required in the invitation to bid, Bid proposal and general conditions of these specifications. Prior to any work, the Contractor shall provide the Engineer with a list of key personnel assigned to the project and the telephone numbers where they may be reached at any time. The list shall be made available in sufficient copies and presented at the preconstruction conference.
Notwithstanding any other provisions of the Contract, the City shall not be obligated to accept or pay for any work furnished by the Contractor prior to the issuance of the Notice to Proceed whether or not the City has knowledge of the furnishing of such work. The Contractor shall not commence with work on this project until its Contract bonds and evidence of insurance comply with all Contract requirements and a Notice to Proceed has been issued.
The Contractor shall notify the Engineer in writing two (2) working days (48 hours) prior to commencement of work on the Project or scheduling work for a Saturday, Sunday, or City 298
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Holiday. Failure to provide said notification will void the City’s obligation to provide inspection.
Any work done in the absence of the City’s Inspector shall be subject to rejection. (b) Completion
All work under this Contract shall be completed within the period of time set forth in the Contract Provisions. The Contract shall be deemed completed when the Engineer has certified the completion of the Project as provided in Section 9.07 of these General Conditions.
6.03. SUSPENSION OF WORK
(a) The Engineer may at any time, by notice in writing to the Contractor, suspend any part of the Work for such period of time as may be necessary to prevent improper execution of the Work on the project by the Contractor, its Subcontractors or agents, and the Contractor shall have no claim for damages or additional compensation on account of any such suspension.
(b) The City may at any time suspend any part or all of the Work upon ten (10) days written notice to the Contractor, who shall thereupon discontinue all work suspended except for all operations to prevent loss or damage to work already executed as may be directed by the Engineer. Work shall be resumed by the Contractor after such suspension on written notice from the City.
(c) In the event of any suspension of the Work in whole or in part under subsection (B) above, the Contractor shall be entitled to an extension of time wherein to complete the Work to the extent of the delay caused to the Contractor thereby. (d) In the event the entire work shall be suspended by order of the City, as herein above provided, and shall remain so suspended for a period of sixty (60) consecutive days, through no fault of the Contractor, and notice to resume the Work shall not have been served on the Contractor as herein above provided, Contractor may, at its option, by written notice to the City, terminate the Contract in the same manner as if the termination had been initiated by the City, and the City shall have no claim for damages because of such termination of the Contract.
6.04. DELAY IN THE WORK – TIME EXTENSIONS
The Contractor shall at all times employ such force, plant, materials, and tools as will be sufficient, in the opinion of the Engineer, to prosecute the Work at not less than the rates fixed under the terms of the Contract and to complete the Work thereof within the time limits fixed therein. If the Contractor refuses or fails to prosecute the Work, or any separable part thereof, with such diligence as will ensure the completion within the time specified in the Contract, or any extension thereof, or fails to complete said work within such time, the City may exercise the termination provisions set forth in Section 6.05, below. (a) Excusable Delays. Excusable delays shall be delays in the controlling operation of the Contractor’s work due to strikes, lockouts by others, fire, unusual delay in transportation, unavoidable casualties, adverse weather conditions which could not have been reasonably anticipated, or any other act(s) of God beyond the Contractor’s control, or by delay authorized by the City, or by any cause which the City shall decide to justify the delay. Except as provided in Section 6.04(f), below, in the event of an excusable delay, the time of completion shall be extended for such reasonable time as the City may decide. The Contractor’s right to an 299
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extension of time for an excusable delay is expressly subject to Contractor’s giving written notice of such claim within ten (10) days following the date the Contractor knew or should have known of the delay. Failure to give such notice shall be construed as a waiver of such right. It is understood and agreed that extensions of time shall be the Contractor’s sole and exclusive remedy for excusable delays.
(b) Compensable delays. Compensable delays shall be delays in the controlling operating of the Contractor’s work due to acts or neglect of the City, its employees or those under it by contract or otherwise, or by changes ordered in the work. In the event of a compensable delay, the time of completion shall be extended for such reasonable time as the City may decide. In addition, the Contractor may recover its direct costs as provided in Section
6.05. The Contractor’s remedies for compensable delays are expressly subject to Contractor’s giving ten (10) days written notice of such claim from the date the Contractor knew or should have known of the delay. It is understood and agreed that the Contractor’s sole and exclusive remedies for compensable delays shall be an extension of the time and recovery of its direct costs as compensable hereunder, but only in accordance with the provisions of the Contract Documents.
(c) Contractor and City understand and agree that the Contract time for the completion of this project is a very important part of the contract. Extensions of time will only be granted as provided above when events actually cause the Contractor to be delayed in the performance of that schedule activity which is the controlling operation as of the time of the delay. When acts or omissions occur which could cause delay, Contractor will take all reasonable means in order to be able to continue to work as scheduled without any delay, or as short a delay as possible. Additionally, if inclement weather causes accumulation of standing water on the work site or other conditions which might cause delay, Contractor shall take all measures reasonably necessary to permit work to continue as quickly as possible. (d) If adverse weather conditions are the basis for a claim for additional time, such claim shall be documented by date substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. Adverse weather conditions shall be considered only as those conditions that exceed the average annual number of rain days and rain quantities as established by the Annual Local Climatological Summary and NOAA National Technical Memorandum NWS WR-65 (Revised) as published by the United States Government, National Weather Service, National Climate Center, Asheville, North Carolina. (e) The Engineer shall be responsible for determining when adverse weather conditions result in non-workable days. It shall be the Contractor’s duty to stay informed of such determinations by the Engineer. The Contractor may object to such adverse weather determinations by filing with the Engineer a written notice of objection. The notice of objection shall state the basis of the objection and provide supporting documentation, which substantiates that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. All such notices of objection shall be filed within three (3) days of the day in dispute. It is hereby agreed that the Contractor’s failure to submit a written notice of objection within three (3) days of the Engineer’s adverse weather determination shall constitute a waiver by the Contractor of all its rights to further protest, judicial or otherwise. (f) The Engineer will, within a reasonable period of time, issue a ruling on the Contractor’s notice of objection. All such rulings by the Engineer shall be final, unless the 300
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Contractor files a written protest within fifteen (15) days of the Engineer’s ruling. This protest shall clearly state the basis of the dispute. Such protest will be forwarded promptly to the City, which will issue a decision on each such protest. The City decision will be final. Pending the City decision, the Contractor shall proceed with its work in accordance with the Engineer’s ruling and/or instructions. It is hereby agreed that the Contractor’s failure to file a protest within fifteen days (15) of the Engineer’s ruling shall constitute a waiver by the Contractor of all its rights to further protest, judicial or otherwise.
(g) The number of days that are anticipated to be non-workable due to adverse weather conditions shall be as set forth in Section 4.0 of the Special Conditions. Days deemed non-workable by the Engineer in excess of such anticipated number shall be considered excusable delays.
(h) Unexcused delays shall be delays in the Contractor’s work due to acts or neglect of the Contractor, its employees, Subcontractors or those under it by contract or otherwise. In the event of an unexcused delay, the Contractor expressly agrees that it shall not be entitled to either an extension of time or recovery of its costs.
(i) A request for an extension of time, or the granting of an extension of time, shall not constitute a basis for any claim against the City for additional compensation or damages unless caused by the City or another Contractor employed by the City.
6.05. DAMAGES FOR DELAY
In the event of compensable delay, the City shall only be liable for idle equipment, idle workers and the necessary costs of transporting equipment. The City shall be liable to the extent that the compensable delay is concurrent with excusable delays or Contractor caused delays to the controlling operation. The allowable costs shall be as for force account work under Section 2.04 with the following exceptions:
(a) The Delay Factor in the Labor Surcharge and Equipment Rental Rules applies to each equipment rental rate;
(b) The daily number of payable hours shall equal the normal working hours during the delay, not to exceed eight (8) hours per day; and
(c) No markups will be added.
6.06. TERMINATION FOR CONVENIENCE
If at any time before completion of the Work, the City determines that it is either impossible or against the interests of the City to complete the Work, or if the Work is stopped by an injunction of a court of competent jurisdiction or by order of any competent authority, the City may, upon ten (10) days written notice to the Contractor, discontinue the Work and terminate the Contract. Upon service of such notice of termination, the Contractor shall discontinue the Work in such manner, sequence, and at such times as described below. The Contractor shall have no claim for damages for such discontinuance or termination, nor any claim for anticipated profits on the Work thus dispensed with, nor any other actually performed up to the time of discontinuance, including any Extra Work ordered by the Engineer to be done, nor for any claim for liquidated damages.
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Termination of the Contract for convenience and the total compensation payable to the Contractor in the event of termination shall be governed by the following:
(a) The Engineer will issue the Contractor a written notice signed by the Engineer, specifying that the Contract is to be terminated. Upon receipt of said written notice and, except as otherwise directed in writing by the Engineer, the Contractor shall:
(1) Stop all Work under the Contract except that specifically directed to be completed prior to Acceptance.
(2) Perform Work the Engineer deems necessary to secure the project for termination.
(3) Remove equipment from the site of the Work.
(4) Take such action as is necessary to protect materials from damage. (5) Notify all Subcontractors and suppliers that the Contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer.
(6) Provide the Engineer with an inventory list of all material previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including its storage location, and such other information as the Engineer may request. (7) Dispose of material not yet used in the Work as directed by the Engineer.
It shall be the Contractor’s responsibility to provide the City with good title to all materials purchased by the City hereunder, including material for which partial payment has been made and with bills of sale or other documents of title for such materials.
(8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for material terminated hereunder.
To the extent directed by the Engineer, the Contractor shall assign to the City all the right, title and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the Contract including, on projects as to which Federal funds are involved, all documentation required under the Federal requirements included in the Contract.
(10) Take such other actions as the Engineer may direct. (b) Termination of the Contract shall not relieve the Contractor of responsibility for damage to materials except as follows:
(1) The Contractor’s responsibility for damage to materials for which partial payment has been made and for materials furnished by the City for use in the Work and unused shall terminate when the Engineer certifies that such materials have been stored in the manner and at the locations he or she has directed.
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(2) The Contractor’s responsibility for damage to materials purchased by the City subsequent to the issuance of the notice that the Contract is to be terminated shall terminate when title and delivery of such materials has been taken by the City. (3) When the Engineer determines that the Contractor has completed the Work under the Contract directed to be completed prior to termination and such other Work as may have been ordered to secure the project for termination, he or she will recommend that the Engineer formally accept the Contract, and immediately upon and after such Acceptance by the Engineer, the Contractor will not be required to perform any further Work thereon and shall be relieved of his or her Contractual responsibilities for injury to persons or damage to property which occurs after the formal Acceptance of the project by the Engineer. (c) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following:
(1) The reasonable cost to the Contractor, without profit, for all Work performed under the Contract, including mobilization, demobilization and Work done to secure the project for termination. Reasonable cost will include a reasonable allowance for project Overhead and general administrative Overhead not to exceed a total of seven (7%) percent of Direct Costs of such Work.
(2) A reasonable allowance for profit on the cost of the Work performed as determined under Section 2.04(a) above, provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that he or she would have made a profit had the Contract been completed and provided further, that the profit allowed shall in no event exceed four (4%) percent of said cost.
(3) The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor’s administrative costs in determining the amount payable due to termination of the Contract.
All records of the Contractor and the Subcontractors, necessary to determine compensation in accordance with this section shall be open to inspection or audit by representatives of the City at all times after issuance of the notice that the Contract is to be terminated and for a period of three (3) years, and such records shall be retained for that period.
After Termination of the Work by the Engineer, the Engineer may make payments on the basis of interim estimates pending issuance of the Final Statement, when in his or her opinion the amount thus paid, together with all amounts previously paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled.
All payments, including payment upon the Final Statement, shall be subject to deduction for prior payments and amounts, if any, to be kept or retained under the provisions of the Contract.
(d) The provisions of this section shall be included in all subcontracts.
6.07. TERMINATION FOR DEFAULT
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(a) In the event of any default by the Contractor as described below, the City may, after giving ten (10) days’ written notice to the Contractor, terminate the Contractor’s right to proceed with the Work or any part of the Work in the City’s sole discretion. Events of default include:
(1) Failure or refusal to prosecute the Work, or any separable part thereof, with such diligence as will ensure the completion within the time specified in the Contract, or any extension thereof, or failure to complete said work within such time. (2) Filing of bankruptcy by the Contractor, or the making of a general assignment for the benefit of its creditors, or appointment of a receiver on account of Contractor’s insolvency without discharge of the receiver within ten (10) days after its appointment.
(3) Failure to make prompt payments to Subcontractors or suppliers. (4) Persistent disregard of laws, ordinances, or the instructions of the Engineer, or other substantial violation of any provision of the Contract. (b) In the event the right of the Contractor to proceed with the Work, or any portion thereof, has been terminated because of the default of the Contractor and the Contractor has been given ten (10) days’ notice to cure such fault and has not done so, the City may take over the Work and prosecute the same to completion by contract or any other method the City deems expedient, and may take possession of and utilize in completing the Work such materials, appliances, equipment and plant as may be on the site of the Work and necessary therefore. In such event, the Contractor and its sureties shall be liable for all damages including costs of managerial and administrative services, engineering, legal and other consultant fees, and liquidated damages sustained or incurred by the City. (c) Upon termination, the Contractor shall not be entitled to receive any further payment until the Work is finished. If upon completion of the Work the total cost to the City, including engineering, legal and other consultant fees, costs of managerial and administrative services, construction costs, and liquidated damages shall be less than the amount which would have been paid if the Work had been completed by the Contractor in accordance with the terms of the Contract, then the difference shall be paid to the Contractor in the same manner as the final payment under the Contract. If the total cost incurred by the City on account of termination of the Contract and subsequent completion of the Work by the City by whatever method the City may deem expedient shall exceed said amount which the Contractor would otherwise have been paid, the Contractor and its sureties shall be liable to the City for the full amount of such excess expense.
(d) The rights and remedies of the City provided in this section are in addition to any of the rights and remedies provided by the law or under this Contract.
6.08. FAILURE TO TIMELY COMPLETE THE WORK – LIQUIDATED DAMAGES (a) Liquidated Damages
(1) It is agreed by the parties to this Contract that time is of the essence. In the event all the Work is not completed before or upon the expiration of the time limit as set in the Bid, Contract and/or Progress Schedule, or within any time extensions that may have been 304
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granted, damage will be sustained by the City; and that it may be impracticable to determine the actual amount of damage by reason of such delay. Accordingly, it is agreed that the Contractor shall pay to the City as damages the amount set forth for each and every day’s delay in finishing the Work in excess of the number of days specified. Liquidated damages shall be paid at a rate of one thousand dollars ($1,000.00) per day unless otherwise stated in the Contract Documents.
The parties expressly agree that the liquidated damage clause found in the Contract Documents is reasonable under the circumstances existing at the time the Contract was made. The City shall have the right to deduct the amount of liquidated damages from any money due or to become due the Contractor.
(2) In addition, the City shall have the right to charge to the Contractor and to deduct from the final or progress payments for the Work the actual cost to the City of legal, engineering, inspection, superintendence, and other expenses, which are directly chargeable to the Contract and which accrue during the period of such delay, except that the cost of final inspection and preparation of the final estimate shall not be included in the charges. (b) Exclusions
Notwithstanding the provisions of Section 2.06(a), the Contractor shall not be liable for liquidated damages or delays caused by the removal or relocation of utilities when such removal or relocation is the responsibility of the City or the owner of the utility under Government Code section 4215.
6.09. CLEAN-UP
During the progress of the Work, the Contractor shall maintain the Site and related structures and equipment in a clean, orderly condition and free from unsightly accumulation of rubbish. All waste materials shall be removed daily from the Site and disposed of by the Contractor by any proper means at its own expense unless designated otherwise on the plans.
No waste materials shall be placed in the public street right-of-way. Unless otherwise specified, all existing piping, materials and/or equipment removed pursuant to this Contract shall become the Contractor’s property.
Upon completion of the Work and before the final estimate is submitted, the Contractor shall, at its own cost and expense, remove from the vicinity of the Work all plants, buildings, rubbish, unused work materials, concrete forms, and temporary bridging and other like materials, belonging to the Contractor or used under the Contractor’s direction during the construction, and in the event of the Contractor’s failure to do so, the same may be removed by the City after ten (10) calendar days’ notice to the Contractor. Such removal shall be at the expense of the Contractor.
The Contractor shall use care in the removal of materials and equipment so as not to cause damage to existing facilities and structures. Contractor shall assume liability for all such damage. Where the construction has crossed yards or driveways, restoration shall be by the Contractor to the complete satisfaction of the Engineer, at the Contractor’s expense.
The Contractor shall make its own arrangements for the disposal of waste materials. If the Contractor elects to dispose of such materials on private property, Contractor shall obtain written permission from all property owners involved.
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SECTION 7
MEASUREMENT AND PAYMENT
7.01. MEASUREMENT OF QUANTITIES
(a) Where the Contract provides for payment on a lump sum price basis, no measurement of quantity will be made. Where the Contract provides for payment on a unit price basis, the quantities of work performed will be computed by the Engineer on the basis of measurements taken by the Engineer, and these measurements shall be final and conclusive. (b) All quantities of work computed under the Contract shall be based upon measurements by the Engineer according to United States Measurements and Weights. (c) Methods of measurement are specified herein and in the Technical Specifications.
(d) Mobilization shall be measured and payment issued according to Section 11 of the State Standard Specifications.
7.02. SCOPE OF PAYMENT
(a) The Contractor shall accept the compensation provided in the Contract as full payment for furnishing all labor, materials, tools, equipment, and incidentals necessary to the completed work and for performing all work contemplated and embraced under the Contract; also for loss or damage arising from the nature of the work, or from the action of the elements, or from any unforeseen difficulties which may be encountered during the prosecution of the Work until the Acceptance by the City and for all risks of every description connected with the prosecution of the Work, also for all expenses incurred in consequence of the suspension or discontinuance of the work as provided in the Contract; and for completing the Work according to the Specifications and Plans. Neither the payment of any estimate nor of any retained percentage shall relieve the Contractor of any obligation to make good any defective work or material.
(b) No compensation will be made in any case for loss of anticipated profits.
Increased or decreased work involving supplemental agreements will be paid for as provided in such agreements.
(c) The Work includes the preparatory work and operations needed for mobilization and demobilization of the Project. The Work, however, does not include establishing the Engineer’s field facility(s) of utility work and connections needed for these facilities.
7.03. PROGRESS ESTIMATE
For each calendar month of Contract work, the Engineer will prepare a progress estimate of all work performed under the Contract. Within the first ten (10) days of each succeeding calendar month, the Engineer will prepare in writing an estimate which in the Engineer’s opinion is a fair approximation of the value of all work done under the Contract, including any amounts due the Contractor for Extra Work and Change Orders. In arriving at the value of the Work done, the Engineer will give consideration to the value of labor and materials which have been incorporated into the permanent work by the Contractor during the preceding 306
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month. Consideration will not be given to preparatory work done or for materials or equipment on hand.
In order to assist the Engineer, the Contractor shall furnish the Engineer with copies of invoices for all such items delivered to the job site.
7.04. PROGRESS PAYMENTS
(a) The City will pay the Contractor ninety-five percent (95%) of the amount of each progress estimate within thirty (30) days after receipt of an undisputed and properly submitted progress estimate from the Contractor, unless the City has made a finding prebid pursuant to Public Contract Code section 7201(b)(4) justifying a larger retention. If the City fails to pay an undisputed progress estimate within the allotted thirty (30) days, the City shall pay interest to the Contractor equivalent to the legal rate set forth in subdivision (A) of section 685.010 of the Code of Civil Procedure. Five percent (5%) of the amount of each estimate shall be retained by the City until final completion and Acceptance of all work under the Contract. (b) Upon receipt of a payment request, the City shall act in accordance with both of the following:
(1) Each payment request shall be reviewed by the City as soon as practicable after receipt for the purpose of determining that the progress estimate is a proper payment request.
(2) Any payment request determined not to be a proper payment request suitable for payment shall be returned to the Contractor as soon as practicable, but not later than seven (7) days, after receipt. A request returned pursuant to this section shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper.
(c) The number of days available to the City to make a payment without incurring interest pursuant to this section shall be reduced by the number of days by which the City exceeds the seven-day return requirement set forth in paragraph (2) of subdivision (b). (d) The Contractor may, in accordance with the provisions of Public Contracts Code section 22300, substitute securities for any monies which the City may withhold to insure performance under the Contract.
(e) When, in the judgment of the Engineer, the Work is not proceeding in accordance with the provisions of the Contract, or when in the Engineer’s judgment the total amount of the Work done since the last estimate amounts to less than one thousand dollars ($1,000.00), no pay estimate will be prepared and no progress payment will be made. (f) No progress estimate or payment shall be considered to be an approval or Acceptance of any work, materials or equipment. Estimated amounts and values of work done and materials and equipment furnished will be conformed with actual amounts and values as they become available in subsequent progress estimates, progress payments and the final estimate and payment. All estimates and payments will be subject to correction in subsequent progress estimates and payments and the final estimate and payment. 307
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(g) It is mutually agreed between the parties to the Contract that no payments made under the Contract, including progress payments and the final payment shall be evidence of the performance of the Contract, either wholly or in part, and no payment shall construed to be an Acceptance of any defective or incomplete work or improper materials.
7.05. PROMPT PROGRESS PAYMENT TO SUBCONTRACTORS
A prime Contractor or Subcontractor shall pay any Subcontractor not later than seven (7) days of receipt of each progress payment in accordance with the provisions in Section 7108.5 of the California Business and Professions Code concerning prompt payment to Subcontractors. The seven (7) days is applicable unless a longer period is agreed to in writing.
Any delay or postponement of payment over 30 days may take place only for good cause and with the City’s prior written approval. Any violation of Section 7108.5 shall subject the violating Contractor or Subcontractor to the penalties, sanctions and other remedies of that section. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the Contractor or Subcontractor in the event of a dispute involving late payment or nonpayment by the prime Contractor , deficient subcontract performance, or noncompliance by a Subcontractor. This provision applies to both DBE and non-DBE Subcontractors.
7.06. LIENS AND STOP NOTICES
The Contractor agrees to keep the Work, the site of the Work and all monies held by the City free and clear of all liens and stop notices related to labor and materials furnished in connection with the Work, if permitted by law. Furthermore, the Contractor waives any right it may have to file any type of lien or stop notice in connection with the Work. Notwithstanding anything to the contrary contained in the Contract Documents, if any such lien or stop notice is filed or there is evidence to believe that lien or stop notice may be filed at any time during the progress of the Work or within the duration of this Contract, the City may refuse to make any payment otherwise due the Contractor or may withhold any payment due the Contractor a sum sufficient in the opinion of the City to pay all obligations and expenses necessary to satisfy such lien or stop notice. The City may withhold such payment unless or until the Contractor, within ten days after demand therefor by the City, shall furnish satisfactory evidence that the indebtedness and any lien or stop notice in respect thereof has been satisfied, discharged and released of record, or that the Contractor has legally caused such lien or stop notice to be released of record pending the resolution of any dispute between the Contractor and any person or persons filing such lien or stop notice. If the Contractor shall fail to furnish such satisfactory evidence within ten days of the demand therefor, the City may discharge such indebtedness and deduct the amount thereof, together with any and all losses, costs and damages suffered or incurred by the City from any sum payable to the Contractor under the Contract Documents, including but not limited to final payment and retained percentage. This section shall be specifically included in all Subcontracts and purchase orders entered into by the Contractor.
7.07. FINAL ACCEPTANCE AND DATE OF COMPLETION
Whenever the Contractor shall deem all Work under this Contract to have been completed in accordance therewith, the Contractor shall so notify the Engineer in writing, and the Engineer shall promptly ascertain whether the Work has been satisfactorily completed and, if not, shall advise the Contractor in detail and in writing of any additional work required. When all the provisions of the Contract have been fully complied with, to the satisfaction of the Engineer, the Engineer shall proceed with all reasonable diligence to determine accurately the 308
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total value of all Work performed by the Contractor at the prices set forth in the Contract or fixed by Change Orders, and the total value of all extra work, all in accordance with the Contract.
The Engineer will then certify to said final estimate and to the completion of the Work, and will file copies thereof with the City and the Contractor, and shall cause of Notice of Completion to be filed with the Yolo County Clerk-Recorder . The date of completion shall be the date of filing of the Notice of Completion. All guarantees, warranties, and securities securing said guarantees and warranties, shall commence on said date.
7.08. RIGHT TO WITHHOLD PAYMENTS
(a) In addition to all other rights and remedies of the City hereunder and by virtue of the law, the City may withhold or nullify the whole or any part of any partial or final payment to such extent as may reasonably be necessary to protect the City from loss on account of:
(1) Defective work not remedied, irrespective of when any such work be found to be defective;
(2) Claims or liens filed or reasonable evidence indicating probable filing of claims or liens including, but not limited to claims under Sections 1775, 1776, or 1777.7 of the Labor Code;
(3) Failure of the Contractor to make payments properly for labor, materials, equipment, or other facilities, or to Subcontractors and/or suppliers; (4) A reasonable doubt that the Work can be completed for the balance then unearned;
(5) A reasonable doubt that the Contractor will complete the Work within the agreed time limits;
(6) Costs to the City resulting from failure of the Contractor to complete the Work within the proper time; or
(7) Damage to work or property.
(b) Whenever the City shall, in accordance herewith, withhold any monies otherwise due the Contractor, written notice of the amount withheld and the reasons therefor will be given the Contractor. After the Contractor has corrected the enumerated deficiencies, the City will promptly pay to the Contractor the amount so withheld. When monies are withheld to protect the City against claims or liens of mechanics, material men, Subcontractors, etc., the City may at its discretion permit the Contractor to deliver a surety bond in terms and amount satisfactory to the City, indemnifying the City against any loss or expense, and upon Acceptance thereof by the City, the City shall release to the Contractor monies so withheld.
7.09. FINAL PAYMENT
Within ten (10) days after the date of completion, the City will file in the Office of the County Recorder, a Notice of Completion of the Work herein agreed to be done by the Contractor. Within sixty (60) days of completion defined in Public Contract Code section 7107, the difference between said final estimate and all payments theretofore made to the Contractor shall be due and payable to the Contractor, subject to any requirements concerning the 309
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furnishings of a maintenance bond, and excepting only such sum or sums as may be withheld or deducted in accordance with the provisions of this Contract. All prior certifications upon which partial Payments may have been made, being merely estimates, shall be subject to correction in the final certificate.
7.10. FINAL RELEASE
Final payment to the Contractor in accordance with the final estimate is contingent upon the Contractor furnishing the City with a signed written release of all claims against the City arising by virtue of the Contract. Disputed Contract claims in stated amounts may be specifically excluded by the Contractor from the operation of the release. The release shall be in substantially the form specified in California Civil Code section 8138. 310
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PART 3 SUPPLEMENTAL CONDITIONS
(SPECIAL PROVISIONS)
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SUPPLEMENTAL CONDITIONS (SPECIAL PROVISIONS)
Except as modified by these Supplemental Conditions, the work shall be performed in accordance with Part 3 General Conditions. The numbering of these Supplemental Conditions coincides to the numbering in the General Conditions. The existence of a section in these Supplemental Conditions means that a corresponding section in the General Conditions is modified in some respect. Under these contract documents, Supplemental Conditions and Special Provisions have the same meaning.
The following Supplemental Conditions , if any, shall be used in conjunction with the City of West Sacramento Standard Specifications current edition including Standard Details and all revisions, and the current State of California Department of Transportation (Caltrans) Standard Specifications, in that order.
The following provisions apply to use of or reference to the Caltrans Standard Specifications:
1. None of the “General Provisions” of the Caltrans Standard Specifications, i.e., Sections 1 through 9, applies to these Contract Documents with the exception of any specific provisions, if any, which are expressly stated to apply to these Contract Documents. The City’s “General Conditions” shall govern.
2. If there is a conflict or inconsistency between any provision in the Caltrans Standard Specifications and a provision of these Contract Documents, the provision in the Contract Documents will govern.
3. Any reference to the “Engineer” in the Caltrans Standard Specifications is deemed to mean “City”, “Owner” or “Architect/Engineer” or Owner’s designated representative.
4. Any reference to the “State” in the Caltrans Standard Specifications is deemed to mean “City” or “Owner.”
City Standard Specifications are available online at:
http://cityofwestsacramento.org/city/depts/comdev/engineering/specs/default.asp Bound hardcopies may be purchased from City Hall at:
1110 West Capitol Avenue, 2nd Floor
West Sacramento, California 95691
or by calling (916) 617-4645 for purchase by mail.
State Standard Specifications are available online at:
http://www.dot.ca.gov/hq/esc/oe/standards.php
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PART 4 TECHNICAL SPECIFICATIONS
The work shall be performed in accordance with the latest edition of the City of West Sacramento Standard Specifications – Division IV: Standard Construction Specifications and Caltrans Standard Specifications 2015, except as modified by these Technical Specifications.
Section numbering of these Technical Specifications does not conform to the City’s Standard Specifications.
Contractor shall provide submittals (shop drawings) for all materials to be installed or used on the project.
[Technical Specifications]
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PART 5 APPENDIX
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PART 6 CONTRACT DRAWINGS
(BOUND SEPARATELY)
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CITY COUNCIL AGENDA REPORT
MEETING DATE: September 9, 2026 ITEM #13
SUBJECT:
CONSIDERATION OF RESOLUTION 26-80 AMENDING THE DESIGNATED POSITION
LIST OF THE CITY OF WEST SACRAMENTO CONFLICT OF INTEREST CODE INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Jennifer Cusmir, City Clerk
City Manager’s Office
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action
OBJECTIVE
The objective of this report is to comply with state law regarding the adoption and subsequent amendments of the City’s Conflict of Interest Code.
RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt Resolution 26-60 amending the Designated Position List of the Conflict of Interest Code.
BACKGROUND
Under the Political Reform Act (“The Act”), all public agencies are required to adopt a Conflict of Interest Code (Code). The Code designates positions required to file Statements of Economic Interest (Form 700) and assigns disclosure categories specifying the types of interests to be reported. The Form 700 is a public document intended to alert public officials and members of the public to the types of financial interests that may create conflicts of interests.
The Code must be reviewed biennially, by October 1 of every even numbered year. Staff has reviewed the current Conflict of Interest Code and made revisions as needed to those employees required to file.
ANALYSIS
The Fair Political Practices Commission dictates that each conflict of interest code be comprised of the following three components:
Terms of the Code: The FPPC recommends that agencies incorporate FPPC Regulation 18730 in Title 2, Division 6 of the California Code of Regulations by reference because the type of information to be in the main body of the code is quite complex and Regulation 18730 contains all of these provisions. The FPPC will amend the regulation to include legislative and regulatory changes that affect the main body of the code; therefore, this component of an agency’s code is automatically in compliance with the Act.
The City’s current Code incorporates Regulation 18730 by reference.
Designated Positions: The Code must specifically list positions that make or participate in making decisions which may foreseeably have a material effect on economic interests. Typically, positions that involve voting on matters, negotiating contracts, or making recommendations on purchases without substantive review must be included in codes.
The City’s designated positions are reflective of FPPC recommendations and include non-employee members of decision-making bodies and all consultants making independent decisions.
Disclosure Categories: A primary purpose of the code is to require disclosure by designated employees of those types of investments, interests in real property, sources of income and business positions that designated positions may affect in their decision-making. For example, the manager of an agency should be assigned full disclosure (all investments, interests in real property, sources of income and business positions) because the manager makes decisions that affect a wide range of interests. Alternatively, a purchasing agent whose decision-making is limited to the purchases of office supplies should only be assigned disclosure of investments, sources of income and business positions in entities that provide office supplies, equipment or merchandise of the type used by the agency.
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Resolution 26-80 – Conflict of Interest Code
September 9, 2026