Woodland City Council
April 5, 2022

The combination of this work and previously approved change orders will exceed the construction contingency and the project budget. City staff estimates that the additional budget and contingency is sufficient to cover the new costs.

The following table summarizes the revised cost estimate for the Phase 2 Site Infrastructure project.

As noted in the report the estimated completion date for the infrastructure work is June of this year. The Friends of the Mission received a grant award of $15.7 million grant from the State Homekey program. With this funding, they are expected to complete the modular homes by the end of 2022. Concurrently, Friends of the Mission is planning to start construction on Walter’s House in the fall of 2022 pending successful outcome of an additional grant their are pursuing. Walter’s House is planned to be located on the north side of the East Beamer Way campus and will be supported by the infrastructure work currently being installed.

Conclusion:

Staff recommends that the City Council adopt Resolution No. , (1) approving an additional appropriation of $330,000 from the Homeless Housing Fund (331) to the Permanent Supportive Housing Project, Phase 2 Site Infrastructure – CIP 19-22 based on funds provided by Friends of the Mission which will increase the budget for CIP 19-22 from $3,753,972 to $4,083,972; (2) approving total contract contingencies of up to $1,047,136 for a total contract authorization amount of $3,371,636 and (3) approving amendment #1 to the construction management and inspection agreement with Unico Engineering in the amount of $50,000.

Prepared by: Brent Meyer, Community Development Director / City Engineer

Attachments:

1. Resolution

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND

APPROVING AN ADDITIONAL APPROPRIATION OF FUNDS FOR THE
PERMANENT SUPPORTIVE HOUSING PROJECT, PHASE 2 SITE
INFRASTRUCTURE - CIP #19-22
WHEREAS, the City Council awarded a construction contract to Lister Construction, Inc. on March 16, 2021 for the Permanent Supportive Housing Project, Phase 2 Site Infrastructure (CIP 19-22) and construction began in early July 2021; and
WHEREAS, a budget of $3,161,328 was established for the Phase 2 Site Infrastructure Project at the March 16, 2021 meeting. The awarded construction contract amount was $2,324,500 and included a construction contingency of $348,675; and WHEREAS, on January 4, 2022, the City Council approved a project budget increase to $3,753,972. The construction contingency was increased to $835,357 in that same Council action; and
WHEREAS, due to construction change orders, the construction contingency needs to be increased to $1,047,136; and
WHEREAS, the project construction schedule has been extended from four months to twelve months. The City is required to approve a contract amendment for Unico Engineering for this additional construction support cost; and
WHEREAS, staff is seeking an additional appropriation from Council to pay for the additional project costs; and
WHEREAS, in late March, the Friends of the Mission board approved an additional allocation of $330,000 towards the Project.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WOODLAND AS FOLLOWS:

Section 1. Approves an additional appropriation of $330,000 from the Homeless Housing Fund (331) to the Permanent Supportive Housing Project, Phase 2 Site Infrastructure (CIP 19-22). This additional appropriation provides a total project budget of $4,083,972.

Section 2. Approves a total contract contingency of up to $1,047,136 for a total contract authorization amount of $3,371,636.

Section 3. Approves amendment #1 to the construction management and inspection agreement with Unico Engineering in the amount of $50,000 for a total contract amount of $162,322.

PASSED AND ADOPTED by the City Council of the City of Woodland at regular meeting of the City Council held on the 5th day of April 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________________
Mayra Vega, Mayor
ATTEST:
_________________________________
Ana B. Gonzalez, City Clerk

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: April 5, 2022
ITEM #: G.15
SUBJECT: Electrify Yolo Project Budget Appropriation

Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, authorizing appropriation of funds to the Environmental Compliance Fund (365) to implement the Electrify Yolo Project.

Staff Contact:

Rosie Ledesma, Environmental Resource Analyst, (530) 661-2059, [email protected]

Fiscal Impact:

No fiscal impact will occur. All expenses incurred by the City for the Electrify Yolo Project will be reimbursed by the City of Davis.

Discussion:

In 2018, the City of Woodland, City of Davis, Yolo County, and Valley Clean Energy were awarded a Green Region grant through the Sacramento Area Council of Governments (SACOG) to support the Electrify Yolo Project—an electric vehicle (EV) infrastructure and multi-modal hub development project throughout Yolo County. Because the SACOG grant required matching funds, the City of Davis entered into a Fund Exchange Agreement with SACOG and each of the partners entered into reimbursement agreements with the City of Davis for their share without having to provide a match. Woodland’s share allocation was $150,000 to construct a minimum of two Level 2 networked, publicly accessible EV charging stations in Woodland on public property.

In July 2020, City Council approved Resolution No. 7524 approving a Memorandum of Understanding (MOU) between the City of Davis and City of Woodland and authorizing appropriation of funds to the Environmental Compliance Fund (365) to implement the Electrify Yolo Project. However, due to staff oversight, the funds were not appropriated to the Environmental Compliance Fund (365) within the same fiscal year (FY 2020-21), and therefore need reauthorization to appropriate funds for the current fiscal year (FY 2021-22).

Conclusion:

Staff recommends that the City Council adopt Resolution No. _____, authorizing appropriation of funds to the Environmental Compliance Fund (365) to implement the Electrify Yolo Project.

Prepared by: Rosie Ledesma, Environmental Resource Analyst Reviewed by: Brent Meyer, Director of Community Development/ City Engineer

Attachments:

1. Resolution - Electrify Yolo Budget Appropriation

2. Resolution 7524

RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND

AUTHORIZING APPROPRIATION OF FUNDS TO THE ENVIRONMENTAL COMPLIANCE

FUND TO IMPLEMENT THE ELECTRIFY YOLO PROJECT
WHEREAS, City of Woodland, City of Davis, Yolo County, and Valley Clean Energy were awarded a Green Region grant through the Sacramento Area Council of Governments (SACOG) in 2018 to support the Electrify Yolo Project—an electric vehicle (EV) infrastructure and multi-modal hub development project throughout Yolo County; and
WHEREAS, the City of Davis entered into a Fund Exchange Agreement with SACOG to implement the Electrify Yolo Project and entered into a Memorandum of Understanding (MOU) with the City of Woodland to reimburse Woodland’s cost share of $150,000 to construct a minimum of two Level 2 networked, publicly accessible EV charging stations in Woodland; and WHEREAS, the fund appropriation authorized in July 2020 by City Council of the City of Woodland was not appropriated in the same fiscal year; and WHEREAS, staff wishes to appropriate $150,000 to the Environmental Compliance Fund for the current fiscal year, which will be offset by reimbursement from the City of Davis.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Woodland hereby authorizes the appropriation of $150,000 to the Environmental Compliance Fund (365).

PASSED AND ADOPTED by the City Council of the City of Woodland at a regular meeting of the City Council held on the 5th day of April 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________
Mayra Vega, Mayor
ATTEST:
________________________________
Ana B. Gonzalez, City Clerk

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: April 5, 2022
ITEM #: G.16
SUBJECT: Installment Sale Agreement and Grant Water Recycling Construction Financing for the Spring Lake Recycled Water Project (CIP #17-07)

Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to sign the Clean Water/Water Recycling Funding Program, California State Water Resources Control Board (SWRCB) Installment Sale Agreement and Grant Spring Lake Recycled Water Project, Project No. C-06-8384-110, Agreement No. D2101047.

Staff Contact:

Tim Busch, Principal Utilities Civil Engineer, 530-661-5963, [email protected]

Fiscal Impact:

This project is included in the Capital Budget (Project # 17-07) with $440,000 approved by Council on June 15, 2021 and reallocations approved by Council on January 18, 2022. The overall project cost is estimated at approximately $3,300,000 including staff time, acquiring public right of ways, design, construction, construction management, and contingency. The City has applied for and received drought grant funding through the SWRCB Prop 68 State Revolving Fund (SRF) Program.

The SWRCB Prop 68 SRF loan and grant agreement includes a total project funding amount of $2,832,018, of which $550,000 is a grant. The remaining $2,282,018 is the loan component, which has an interest rate of

0.55% and is paid over a 20-year term. The funding agreement covers construction and construction contingencies and does not cover design, land acquisition or construction management. The budget for these costs was reallocated from unused budget in existing CIP Projects on January 18, 2022.

There is no impact to the General Fund.

Background:

The City of Woodland’s Water Pollution Control Facility (WPCF) currently produces Title 22 tertiary treated effluent which is suitable for a wide variety of uses including certain industrial processes, landscape irrigation strips, and construction water purposes. Utilizing recycled water to replace potable water for applicable industrial and irrigation systems reduces demand for potable water, results in a cost savings for the recycled water user, and meets water quality objectives for those purposes.

The City previously completed construction on the Industrial Park Recycled Water Project, which provides recycled water for industrial and landscape irrigation uses. The initial project included installation of recycled water pumps at the WPCF effluent wetwell and a backbone pipeline to serve portions of the industrial area of the City. The pipeline is approximately 4 miles in length and includes connections to industrial customers and landscape irrigation along the alignment.

As a result of the drought, the State of California is advocating for the use of recycled water and the State Water Resources Control Board (SWRCB) has streamlined the permitting process for recycled water systems in addition to providing grants and low interest financing.

The environmental permitting for the Spring Lake Recycled Water Project is already complete. A Mitigated Negative Declaration (MND) was prepared by Dudek, an environmental consultant, and City of Woodland

staff. The MND was presented to City Council during a public hearing and City Council adopted the MND for the project via Reso_7178 on November 6th, 2018.

Project Delivery
The current Spring Lake Recycled Water Project schedule contemplates:
• Prop 68 SRF Grant\Loan approval in May, 2022.
• Complete design in 2022.
• Bid Award in January 2023.
• Spring Lake Recycled Water Project construction in 2023.

Discussion:

The Spring Lake Recycled Water Project will improve potable water supply sustainability and drought resilience by reducing demands on the potable water system. The availability of recycled water to the Spring Lake area allows for the best match of water quality with the use of that water and would also be an economic development tool for new businesses. The project would replace approximately 200,000 gallons/day of potable water use for landscape irrigation with recycled water. Over time, the use of recycled water in the Spring Lake and Tech Park area is planned to increase to approximately 400,000 gallons/day. Spring Lake developers have previously constructed significant portions of the Spring Lake recycled water pipeline expansion.

Project costs, including 15% construction contingency and soft costs, are approximately $3,300,000. The estimated project costs fit within the financing plan of the SWRCB Prop 68 loan and grant agreement. The contracted rate structure covers the cost of loan repayment.

Commencing with the date of Project Completion, Woodland must submit annual reports to the State Water Resources Control Board for five consecutive calendar years or until the project’s actual total annual recycled water deliveries equals the project’s planned total recycled water deliveries.

Conclusion:

Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to sign the Clean Water/Water Recycling Funding Program, California State Water Resources Control Board (SWRCB) Installment Sale Agreement and Grant Spring Lake Recycled Water Project No. C-06-8384-110, Agreement No. D2101047.

Prepared by: Tim Busch, Principal Utility Civil Engineer Reviewed by: Brent Meyer, Community Development Director / City Engineer

Attachments:

1. Resolution

2. Funding Agreement

3. City of Woodland_General Opinion Counsel Letter_Draft

4. City of Woodland_Bond Opinion Counsel Letter - Draft

5. Recycled Water Expansion Appendix A

DRAFT
2163200.3 9127-004 1
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND

APPROVING THE CONSTRUCTION INSTALLMENT SALE AGREEMENT

AND GRANT FOR THE SPRING LAKE RECYCLED WATER PROJECT
WHEREAS, the California State Water Resources Control Board has approved the application of the City of Woodland for financial assistance through its Clean Water State Revolving Fund program for the planning, design, and construction of its Spring Lake Recycled Water Project (the “Project”) and has authorized funding for the Project, consisting of a loan component in the amount of $2,282,018 and a grant component in the amount of $550,000; WHEREAS, the Construction Installment Sale Agreement and Grant, Spring Lake Recycled Water Project, Project No. C-06-8384-110, Agreement No. D2101047, between the City of Woodland and the California State Water Resources Control Board (the “Agreement”), which is incorporated herein by reference, has been presented to the City Council for its review and approval;
WHEREAS, pursuant to Government Code section 5852.1, the City obtained from its financial advisor, Del Rio Advisors, LLC, good faith estimates of certain information related to the financing, which is shown in Exhibit A attached hereto, and disclosed that information to the public at the meeting of the City Council held on April 5, 2022;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WOODLAND THAT:

Section 1.Authorization to Execute and Deliver Agreement. The City Council hereby approves the Agreement and authorizes and directs the Mayor, the City Manager, the Administrative Services Director, the Finance Director, and the City Clerk (the “Designated Officers”), for and in the name of the City, to execute, and deliver the Agreement in substantially the form presented to the City Council at this meeting, with such changes, insertions, revisions, corrections, or amendments as are approved by the officer or officers executing the Agreement for the City. The execution of the Agreement by a Designated Officer or Officers constitutes conclusive evidence of such officer’s or officers’ and the City Council’s approval of any such changes, insertions, revisions, corrections, or amendments to the form of the Agreement presented to the City Council at this meeting; provided that the funding amounts do not exceed the amounts recited above.

Section 2.General Authorization. The City Council hereby authorizes and directs the Designated Officers and other officers and agents of the City, and each of them individually, for and in the name of and on behalf of the City, to do any and all things and to execute and deliver any and all documents that they may deem necessary or advisable in order to complete the financing of the Project and otherwise to carry out, give effect to, and comply with the terms and intent of this resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.

2163200.3 9127-004 2
Section 3.Effective Date. This resolution takes effect immediately upon its passage.

PASSED AND ADOPTED by the City Council of the City of Woodland at a regular meeting of the City Council held on the 5th day of April 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayra Vega, Mayor
ATTEST:
______________________________
Ana B. Gonzalez, City Clerk

2163200.3 9127-004 3
Exhibit A
Good Faith Estimates
California Government Code Section 5852.1 requires the City of Woodland (“Borrowing Party”) to disclose specified information obtained as a good faith estimate from an underwriter or municipal advisor prior to authorization of the 2022 Installment Sale Agreement (the “2022 ISA”). The Borrowing Party has received such information from a municipal advisor and discloses such information as set forth below.
(1) Name of Municipal Advisor: Del Rio Advisors, LLC
(2) City Council Meeting Date: April 5, 2022
(3) Name of Issue: 2022 Installment Sale Agreement
(4) The Municipal Advisor has provided to the Borrowing Party the following required good faith estimates relating to the 2022 ISA Financing:
a. The true interest cost of the 2022 ISA, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2022 ISA (to the nearest ten-thousandth of one percent): 0.550000%.
b. The finance charges of the 2022 ISA, which means the sum of all fees and charges paid to third parties: $13,000.00. This amount is not paid from the proceeds of the 2022 ISA.
c. The amount of proceeds received by the public body from the 2022 ISA, less the finance charges of the 2022 ISA described in subparagraph (b), if paid from proceeds of the 2022 ISA, less any reserves or capitalized interest paid or funded with proceeds of the 2022 ISA: $2,832,018 (consisting of $2,282,018 in principal amount of the Installment Sale Agreement plus $550,000 in available grant funding).
d. The total payment amount, which means the sum total of all payments the public body will make to pay debt service on the 2022 ISA plus the finance charge of the 2022 ISA described in subparagraph (b) not paid with the proceeds of the 2022 ISA (which total payment amount is calculated to the final maturity of the 2022 ISA): $2,429,063.96 ($2,416,063.96 of estimated debt service plus an estimated $13,000.00 in finance charges not paid from proceeds of the 2022 ISA).

The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2022 ISA, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to a variety of factors. The actual interest rate borne by the 2022 ISA and the actual amortization of the 2022 ISA will depend on the actual interest rates borne over time and

2163200.3 9127-004 4
the timing of project draws from the Borrowing Party thereon. Market interest rates are affected by economic and other factors beyond the control of the Borrowing Party.

State Water Resources Control Board

March 16, 2022

City of Woodland
Attn: Ken Hiatt, City Manager
300 1
st Street
Woodland, Ca 95695

Agreement Number: D2101047
Project Number: C-06-8384-110

Enclosed is your Agreement for your approval and signature. This Agreement cannot be considered binding by either party until executed by the State Water Resources Control Board (State Water Board).

If you are in agreement with all terms and conditions of the Agreement, please sign and date two (2) signature pages; return only the two (2) signature pages – it is not necessary to send the entire Agreement - no later than thirty (30) calendar days from the date of this letter to:

Overnight Mail US Mail

State Water Resources Control Board
Attention: Amor Moskaira
State Water Resources Control Board
Attention: Amor Moskaira
Division of Financial Assistance Division of Financial Assistance 1001 I Street, 16th Floor P. O. Box 944212
Sacramento, CA 95814 Sacramento, CA 94244-2120

In order for the Funding Agreement to be executed by the State Water Board, the following items must also be returned with the signed signature pages:

1. Opinion of General Counsel.

2. Bond Counsel Letter.

3. Closing Resolution.

Be aware that all projects receiving funding must comply with all applicable implementing guidelines and regulations adopted by California Department of Industrial Relations (DIR), regarding state prevailing wage requirements. You must contact DIR for guidance on how to comply. Information can be found at: http://www.dir.ca.gov/lcp.asp.

- 2 -
Additional Compliance Requirements:

Davis Bacon Compliance:
https://www.waterboards.ca.gov/water_issues/programs/grants_loans/srf/davisbacon.shtml

Disadvantaged Business Enterprise (DBE)
https://www.waterboards.ca.gov/water_issues/programs/grants_loans/srf/docs/policy0513/dbe_ compliance_guidelines_instructions.pdf

Ms. Moskaira may be contacted at (916) 449-5627 or [email protected]

Once the Agreement is signed by both parties, we will forward an executed copy to you for your records.

Enclosures

CLEAN WATER

WATER RECYCLING FUNDING PROGRAM

CITY OF WOODLAND

AND

CALIFORNIA STATE WATER RESOURCES CONTROL BOARD

CONSTRUCTION INSTALLMENT SALE AGREEMENT AND GRANT

SPRING LAKE RECYCLED WATER PROJECT

PROJECT NO. C-06-8384-110

AGREEMENT NO. D2101047

PROJECT FUNDING AMOUNT: $2,832,018
GRANT COMPONENT: $550,000
ESTIMATED REASONABLE PROJECT COST: $2,832,018

ELIGIBLE WORK START DATE: JANUARY 1, 2020
ELIGIBLE CONSTRUCTION START DATE: FEBRUARY 22, 2022
CONSTRUCTION COMPLETION DATE: JULY 31, 2024
FINAL REIMBURSEMENT REQUEST DATE: JANUARY 31, 2025
FINAL PAYMENT DATE: JULY 31, 2044
RECORDS RETENTION END DATE: JULY 31, 2060

THIS PAGE INTENTIONALLY LEFT BLANK

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TABLE OF CONTENTS
AGREEMENT ............................................................................................................................................... 1

1. AUTHORITY. ......................................................................................................................................... 1

2. INTENTION. ........................................................................................................................................... 1

3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE. ...................................... 1

4. PARTY CONTACTS .............................................................................................................................. 3

5. DEFINITIONS. ....................................................................................................................................... 3 EXHIBIT A – SCOPE OF WORK ................................................................................................................ 10 A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK. ........................................ 10 A.2. STANDARD PROJECT REQUIREMENTS...................................................................................... 10 A.2.1 Acknowledgements. ................................................................................................................................. 10 A.2.2 Reports ..................................................................................................................................................... 10 A.2.2.1 Progress Reports. ..................................................................................................................................... 10 A.2.2.2 Project Completion Report....................................................................................................................... 11 A.2.2.3 As Needed Reports. ................................................................................................................................. 11 A.2.2.4 Recycled water reports. ............................................................................................................................ 11 A.2.2.5 DBE Reports for SRF Projects. ................................................................................................................ 12 A.2.3 Signage. ................................................................................................................................................... 12 A.2.4 Commencement of Operations. ............................................................................................................... 12 A.3 DATES & DELIVERABLES. ............................................................................................................. 13 A.4 SCHEDULE. ..................................................................................................................................... 13 EXHIBIT B – FUNDING TERMS ................................................................................................................. 14 B.1. FUNDING AMOUNTS AND REIMBURSEMENTS ...................................................................... 14 B.1.1 Funding Contingency and Other Sources. ............................................................................................... 14 B.1.2 Estimated Reasonable Cost. ..................................................................................................................... 14 B.1.3 Project Funding Amount. ......................................................................................................................... 14 B.1.4 Grant Component. .................................................................................................................................... 14 B. 1.5 Budget Costs. ........................................................................................................................................... 14 B.1.6 Contingent Disbursement. ....................................................................................................................... 15 B.1.7 Reimbursement Procedure. ...................................................................................................................... 15 B.1.8 Withholding of Disbursements. ............................................................................................................... 16 B.1.9 Fraud and Misuse of Public Funds. .......................................................................................................... 17 B.2 RECIPIENT’S PAYMENT OBLIGATION, PLEDGE, AND RESERVE ............................................. 17 B.2.1 Project Costs. ........................................................................................................................................... 17 B.2.2 Estimated Principal Payment Due. .......................................................................................................... 18 B.2.3 Interest Rate and In-Lieu of Interest Charges. ......................................................................................... 18 B.2.4 [Reserved.] ............................................................................................................................................... 18 B.2.5 Obligation Absolute. ................................................................................................................................ 18

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B.2.6 Payment Timing....................................................................................................................................... 18 B.2.7 Pledged Revenues. ................................................................................................................................... 19 B.2.7.1 Establishment of Enterprise Fund and Reserve Fund. ............................................................................. 19 B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund. ................................................................ 19 B.2.7.3 Application and Purpose of the Enterprise Fund. .................................................................................... 19 B.2.8 No Prepayment. ....................................................................................................................................... 19 B.2.9 Reserve Fund. .......................................................................................................................................... 20 B.3 RATES, FEES AND CHARGES. ..................................................................................................... 20 B.4 ADDITIONAL DEBT. ........................................................................................................................ 20 B.5 NO LIENS. ........................................................................................................................................ 21 EXHIBIT C – GENERAL & PROGRAMMATIC TERMS & CONDITIONS .................................................. 22 C.1 REPRESENTATIONS & WARRANTIES. ........................................................................................ 22 C.1.1 Application and General Recipient Commitments. ................................................................................. 22 C.1.2 Authorization and Validity. ..................................................................................................................... 22 C.1.3 No Violations. .......................................................................................................................................... 22 C.1.4 No Litigation. ........................................................................................................................................... 22 C.1.5 Property Rights. ....................................................................................................................................... 22 C.1.6 Solvency and Insurance. .......................................................................................................................... 23 C.1.7 Legal Status and Eligibility. ..................................................................................................................... 23 C.1.8 Financial Statements and Continuing Disclosure. ................................................................................... 23 C.1.9 System Obligations .................................................................................................................................. 23 C.1.10 No Other Material Debt. .......................................................................................................................... 23 C.1.11 Compliance with State Water Board Funding Agreements. .................................................................... 23 C.2 DEFAULTS AND REMEDIES .......................................................................................................... 23 C.2.1 Return of Funds; Acceleration; and Additional Payments. ...................................................................... 23 C.2.2 [Reserved.] ............................................................................................................................................... 24 C.2.3 Judicial remedies. .................................................................................................................................... 24 C.2.4 Termination. ............................................................................................................................................ 24 C.2.5 Damages for Breach of Tax-Exempt Status. ............................................................................................ 24 C.2.6 Damages for Breach of Federal Conditions. ............................................................................................ 24 C.2.7 Remedies and Limitations. ...................................................................................................................... 25 C.2.8 Non-Waiver. ............................................................................................................................................ 25 C.2.9 Status Quo. ............................................................................................................................................... 25 C.3 STANDARD CONDITIONS .................................................................................................................. 25 C.3.1 Access, Inspection, and Public Records. ................................................................................................. 25 C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention. ................... 25 C.3.3 Amendment. ............................................................................................................................................ 26 C.3.4 Assignability. ........................................................................................................................................... 26 C.3.5 Audit. ....................................................................................................................................................... 26 C.3.6 Bonding. .................................................................................................................................................. 27 C.3.7 Competitive Bidding ................................................................................................................................ 27 C.3.8 Compliance with Applicable Laws, Rules, and Requirements. ............................................................... 27 C.3.9 Computer Software. ................................................................................................................................. 27 C.3.10 Conflict of Interest. .................................................................................................................................. 27 C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project. ................. 27 C.3.12 Data Management. ................................................................................................................................... 28 C.3.13 Disputes. .................................................................................................................................................. 28 C.3.14 Drug-Free Workplace. ............................................................................................................................. 28

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C.3.15 Environmental Clearance. ........................................................................................................................ 28 C.3.16 Governing Law. ....................................................................................................................................... 29 C.3.17 Income Restrictions. ................................................................................................................................ 29 C.3.18 Indemnification and State Reviews. ........................................................................................................ 29 C.3.19 Independent Actor. .................................................................................................................................. 29 C.3.20 Integration. ............................................................................................................................................... 30 C.3.21 Leveraging Covenants. ............................................................................................................................ 30 C.3.22 No Discrimination. .................................................................................................................................. 30 C.3.23 No Third Party Rights. ............................................................................................................................. 31 C.3.24 No Obligation of the State. ...................................................................................................................... 31 C.3.25 Notice....................................................................................................................................................... 31 C.3.26 Operation and Maintenance; Insurance.................................................................................................... 33 C.3.27 Permits, Subcontracting, and Remedies. .................................................................................................. 34 C.3.28 Professionals. ........................................................................................................................................... 34 C.3.29 Prevailing Wages. .................................................................................................................................... 34 C.3.30 Public Funding. ........................................................................................................................................ 35 C.3.31 Recipient’s Responsibility for Work. ...................................................................................................... 35 C.3.32 Related Litigation. ................................................................................................................................... 35 C.3.33 Rights in Data. ......................................................................................................................................... 35 C.3.34 State Water Board Action; Costs and Attorney Fees. .............................................................................. 35 C.3.35 Timeliness. ............................................................................................................................................... 35 C.3.36 Unenforceable Provision.......................................................................................................................... 35 C.3.37 Venue. ...................................................................................................................................................... 36 C.3.38 Waiver and Rights of the State Water Board. .......................................................................................... 36 C.4 MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS .......................................................... 36 C.4.1 [Reserved.] ............................................................................................................................................... 36 C.4.2 State Cross-Cutters. ................................................................................................................................. 36 C.4.3 Federal Requirements and Cross-Cutters for SRF Funding. .................................................................... 37 EXHIBIT D – SPECIAL CONDITIONS ........................................................................................................ 42 EXHIBIT E – PAYMENT SCHEDULE ......................................................................................................... 43 EXHIBIT F – TAX CERTIFICATE ............................................................................................................... 44 F.1 Purpose. ........................................................................................................................................... 44 F.2 Tax Covenant. .................................................................................................................................. 44 F.3 Governmental Unit. .......................................................................................................................... 44 F.4 Financing of a Capital Project. ......................................................................................................... 44 F.5 Ownership and Operation of Project. ............................................................................................... 44 F.6 Temporary Period. ............................................................................................................................ 44 F.7 Working Capital. ............................................................................................................................... 45 F.8 Expenditure of Proceeds. ................................................................................................................. 45 F.9 Private Use and Private Payments. ................................................................................................. 45 F.10 No Sale, Lease or Private Operation of the Project. ....................................................................... 45

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F.11 No Disproportionate or Unrelated Use. ........................................................................................ 46 F.12 Management and Service Contracts. ........................................................................................... 46 F.13 No Disposition of Financed Property. ........................................................................................... 46 F.14 Useful Life of Project..................................................................................................................... 46 F.15 Payments. ..................................................................................................................................... 46 F.16 No Other Replacement Proceeds. ................................................................................................ 46 F.17 No Sinking or Pledged Fund. ........................................................................................................ 47 F.18 Reserve Amount. .......................................................................................................................... 47 F.19 Reimbursement Resolution. ......................................................................................................... 47 F.20 Reimbursement Expenditures. ..................................................................................................... 47 F.21 Change in Use of the Project. ....................................................................................................... 47 F.22 Rebate Obligations. ...................................................................................................................... 47 F.23 No Federal Guarantee. ................................................................................................................. 48 F.24 No Notices or Inquiries from IRS. ................................................................................................. 48 F.25 Amendments. ................................................................................................................................ 48 F.26 Reasonable Expectations. ............................................................................................................ 48 F.27 Assignment. .................................................................................................................................. 48

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

AGREEMENT

1. AUTHORITY.
(a) The State Water Resources Control Board (State Water Board) is authorized, and implements its authority, to provide financial assistance under this Agreement pursuant to Section 13475 et seq. of the Water Code, Section 80147 of the Public Resources Code, and Resolution Nos. 2019-0058, 2019-0064 and 2021-0021.
(b) The Recipient is authorized to enter into this Installment Sale Agreement (Agreement) pursuant to Resolution No. 7038, dated April 17, 2018.

2. INTENTION.
(a) The Recipient desires to receive financial assistance for and undertake work required for the recycled water construction Project according to the terms and conditions set forth in this Agreement. (b) The State Water Board proposes to assist in providing financial assistance for eligible costs of the Project in the amount set forth in Exhibit B, according to the terms and conditions set forth in this Agreement, with the expectation that the Recipient shall repay a portion of the financial assistance to the State Water Board.
(c) The Recipient intends to evidence its obligation to submit Payments to the State Water Board and secure its obligation with Net Revenues of its water enterprise, as set forth in Exhibit B, according to the terms and conditions set forth in this Agreement.
(d) The Recipient intends to certify and evidence its compliance with the Tax Covenants set forth in Exhibit F.

3. AGREEMENT, TERM, DOCUMENTS INCORPORATED BY REFERENCE.

In consideration of the mutual representations, covenants and agreements herein set forth, the State Water Board and the Recipient, each binding itself, its successors and ass igns, do mutually promise, covenant, and agree to the terms, provisions, and conditions of this Agreement.

(a) The Recipient hereby sells to the State Water Board and the State Water Board hereby purchases from the Recipient the Project. Simultaneously therewith, the Recipient hereby purchases from the State Water Board, and the State Water Board hereby sells to the Recipient, the Project in accordance with the provisions of this Agreement. All right, title, and interest in the Project shall immediately vest in the Recipient on the date of execution and delivery of this Agreement by both parties without further action on the part of the Recipient or the State Water Board.

(b) Subject to the satisfaction of any condition precedent to this Agreement, this Agreement shall become effective upon the signature of both the Recipient and the State Water Board, only if such signatures occur on or before May 14, 2022. Conditions precedent include, but are not limited to the following:

i. The Recipient must deliver to the Division a resolution authorizing this Agreement. ii. The Recipient must deliver an opinion of bond counsel and general counsel satisfactory to the State Water Board’s counsel dated on or after the date that the Recipient signs this Agreement.
iii. For avoidance of doubt, this Agreement shall not take effect unless both the Recipient and the State Water Board execute this Agreement on or before May 14, 2022.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

(c) If this Agreement is duly executed by May 14, 2022, in accordance with paragraph 3(b), the term of the Agreement shall begin on the Eligible Work Start Date and extend through the Final Payment Date, except as provided in paragraph 3(d).

(d) If, at any time after the execution of this Agreement by both parties, the State Water Board determines that federal law or guidance requires that the Build America Buy America (BABA) provisions of Public Law 117-58 (the Infrastructure Investment and Jobs Act, also known as the Bipartisan Infrastructure Law (BIL), signed into law on November 15, 2021), apply to any part of this Project, either party may terminate this Agreement retroactive to the date of execution so that the Recipient is not entitled to any Project Funds under this Agreement; or the parties may amend the Agreement to include the BABA provisions to the extent required by federal law and guidance. If the Agreement is terminated under this paragraph, the Recipient shall promptly return to the State Water Board any Project Funds disbursed under the Agreement.

(e) This Agreement includes the following exhibits and attachments thereto:

i. EXHIBIT A – SCOPE OF WORK
ii. EXHIBIT B – FUNDING TERMS
iii. EXHIBIT C – GENERAL & PROGRAMMATIC TERMS & CONDITIONS iv. EXHIBIT D – SPECIAL CONDITIONS
v. EXHIBIT E – PAYMENT SCHEDULE
vi. EXHIBIT F – TAX CERTIFICATE

(f) This Agreement includes the following documents incorporated by reference:

i. the Final Plans & Specifications, which are the basis for the construction contract to be awarded by the Recipient;
ii. the Waste Discharge Requirement Order No. R5-2020-0015 and National Pollutant Discharge Elimination System Permit No. CA0077950;
iii. the Recipient’s Reimbursement Resolution No. 7037, dated April 17, 2018; iv. the Recipient’s Tax Questionnaire dated January 4, 2022. v. the Davis-Bacon requirements found at:
https://www.waterboards.ca.gov/water_issues/programs/grants_loans/srf/docs/davisbac on/davis-bacon_2021_cwsrf-governmental_entities_public.pdf

(g) This Agreement, and any amendments hereto, may be executed and delivered in any number of counterparts, each of which when delivered shall be deemed to be an original, but such counterparts shall together constitute one document. The parties may sign this Agreement, and any amendments hereto, either by an electronic signature using a method approved by the State Water Board or by a physical, handwritten signature. The parties mutually agree that an electronic signature using a method approved by the State Water Board is the same as a physical, handwritten signature for the purposes of validity, enforceability, and admissibility.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

4. PARTY CONTACTS
State Water Board City of Woodland
Section: Division of Financial Assistance
Name: Travis Thrasher, Project Manager Name: Ken Hiatt, City Manager Address: 1001 I Street, 16th Floor Address: 300 1st Street City, State, Zip: Sacramento, CA 95814 City, State, Zip: Woodland, Ca 95695 Phone: (916) 341-5476 Phone: (530) 661 - 5800
Email: [email protected] Email: [email protected]

The Recipient may change its contact upon written notice to the Division, which notice shall be accompanied by authorization from the Recipient’s Authorized Representative. The State Water Board will notify the Recipient of any changes to its contact.

While the foregoing are contacts for day-to-day communications regarding Project work, the Recipient shall provide official communications and events of Notice as set forth in Exhibit C to the Division’s Deputy Director.

5. DEFINITIONS.

Unless otherwise specified, each capitalized term used in this Agreement has the following meaning:

“Additional Payments” means the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board’s right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees of accountants, trustees, staff, contractors, consultants, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. “Allowance” means an amount based on a percentage of the accepted bid for an eligible project to help defray the planning, design, and construction engineering and administration costs of the Project. “Agreement” means this agreement, including all exhibits and attachments hereto. “Authorized Representative” means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient’s authorizing resolution that designates the authorized representative by title.
“Bank” means the California Infrastructure and Economic Development Bank. “Bond Funded Portion of the Project Funds” means any portion of the Project Funds which was or will be funded with Bond Proceeds.
“Bond Proceeds” means original proceeds, investment proceeds, and replacement proceeds of Bonds. “Bonds” means any series of bonds issued by the Bank, the interest on which is excluded from gross income for federal tax purposes, all or a portion of the proceeds of which have been, are, or will be applied by the State Water Board to fund all or any portion of the Project Costs or that are secured in whole or in part by Payments paid hereunder.
“Charge In Lieu of Interest” means any fee or charge in lieu of some or all of, but not to exceed, the interest that would otherwise be owed under this Agreement, as set forth in Exhibit E .

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

“Code” as used in Exhibit F of this Agreement means the Internal Revenue Code of 1986, as amended, and any successor provisions and the regulations of the U.S. Department of the Treasury promulgated thereunder.
“Completion of Construction” means the date, as determined by the Division after consultation with the Recipient, that the work of building and erection of the Project is substantially complete, and is identified in Exhibit A of this Agreement.
“Cover Page” means the front page of this Agreement.
“Days” means calendar days unless otherwise expressly indicated. “Debt Service” means, as of any date, with respect to outstanding System Obligations and, in the case of the additional debt tests in Exhibit B of this Agreement, any System Obligations that are proposed to be outstanding, the aggregate amount of principal and interest scheduled to become due (either at maturity or by mandatory redemption), together with any Charge In Lieu of Interest on this Obligation or other System Obligations to the State Water Board, calculated with the following assumptions:
a. Principal payments (unless a different subdivision of this definition applies for purposes of determining principal maturities or amortization) are made in accordance with any amortization schedule published for such principal, including any minimum sinking fund payments; b. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a tax-exempt obligation under federal law, is the average of the SIFMA Municipal Swap Index, or its successor index, during the 24 months preceding the date of such calculation;
c. Interest on a variable rate System Obligation that is not subject to a swap agreement and that is issued or will be issued as a taxable obligation under federal law, is the average of LIBOR, or its successor index, during the 24 months preceding the date of such calculation; d. Interest on a variable rate System Obligation that is subject to a swap agreement is the fixed swap rate or cap strike rate, as appropriate, if the variable rate has been swappe d to a fixed rate or capped pursuant to an interest rate cap agreement or similar agreement; e. Interest on a fixed rate System Obligation that is subject to a swap agreement such that all or a portion of the interest has been swapped to a variable rate shall be treated as variable rate debt under subdivisions (b) or (c) of this definition of Debt Service; f. Payments of principal and interest on a System Obligation are excluded from the calculation of Debt Service to the extent such payments are to be paid from amounts then currently on deposit with a trustee or other fiduciary and restricted for the defeasance of such System Obligations; g. If 25% or more of the principal of a System Obligation is not due until its final stated maturity, then principal and interest on that System Obligation may be projected to amortize over the lesser of 30 years or the Useful Life of the financed asset, and interest may be calculated according to subdivisions (b) -(e) of this definition of Debt Service, as appropriate.
“Deputy Director” means the Deputy Director of the Division. “Division” means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer this Agreement.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

“Eligible Construction Start Date” means the date set forth on the Cover Page of this Agreement, establishing the date on or after which construction costs may be incurred and eligible for reimbursement hereunder.
“Eligible Work Start Date” means the date set forth on the Cover Page of this Agreement, establishing the date on or after which any non-construction costs may be incurred and eligible for reimbursement hereunder.
“Enterprise Fund” means the enterprise fund of the Recipient in which Revenues are deposited. “Event of Default” means the occurrence of any of the following events:
a. Failure by the Recipient to make any payment required to be paid pursuant to this Agreement, including Payments;
b. A representation or warranty made by or on behalf of the Recipient in this Agreement or in any document furnished by or on behalf of the Recipient to the State Water Board pursuant to this Agreement shall prove to have been inaccurate, misleading or incomplete in any material respect; c. A material adverse change in the condition of the Recipient, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement.
d. Failure by the Recipient to comply with the additional debt test or reserve fund requirement, if any, in Exhibit B or Exhibit D of this Agreement;
e. Failure to operate the System or the Project without the Division’s approval; f. Failure by the Recipient to observe and perform any covenant, condition, or provision in this Agreement, which failure shall continue for a period of time, to be determined by the Division; g. The occurrence of a material breach or event of default under any System Obligation that results in the acceleration of principal or interest or otherwise requires immediate prepayment, repurchase or redemption;
h. Initiation of proceedings seeking arrangement, reorganization, or any other relief under any applicable bankruptcy, insolvency, or other similar law; the appointment of or taking possession of the Recipient’s property by a receiver, liquidator, assignee, trustee, custodian, conservator, or similar official; the Recipient’s entering into a general assignment for the benefit of creditors; the initiation of resolutions or proceedings to terminate the Recipient’s existence, or any action in furtherance of any of the foregoing; i. A determination pursuant to Gov. Code section 11137 that the Recipient has violated any provision in Article 9.5 of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code; or j. Loss of the Recipient’s rights, licenses, permits, or privileges necessary for the operation of the System or the Project, or the occurrence of any material restraint on the Recipient’s enterprise by a government agency or court order.
“Final Reimbursement Request Date” means the date set forth as such on the Cover Page of this Agreement, after which date, no further Project Funds disbursements may be requested. “Final Payment Date” is the date by which all principal and accrued interest due under this Agreement is to be paid in full to the State Water Board and is specified on the Cover Page of this Agreement.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

“Fiscal Year” means the period of twelve (12) months terminating on June 30 of any year, or any other annual period selected and designated by the Recipient as its Fiscal Year in accordance with applicable law.
“Force Account” means the use of the Recipient's own employees, equipment, or resources for the Project.
“GAAP” means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor , or the Uniform System of Accounts, as adopted by the California Public Utilities Commission for water utilities . “Guidelines” means the State Water Board’s “Water Recycling Funding Program guidelines,” in effect as of the execution date of this Agreement.
“Indirect Costs” means those costs that are incurred for a common or joint purpose benefiting more than one cost objective and are not readily assignable to the Project (i.e., costs that are not directly related to the Project). Examples of Indirect Costs include, but are not limited to: central service costs; general administration of the Recipient; non-project-specific accounting and personnel services performed within the Recipient organization; depreciation or use allowances on buildings and equipment; the costs of operating and maintaining non-project-specific facilities; tuition and conference fees; generic overhead or markup; and taxes.
“Initiation of Construction” means the date that notice to proceed with work is issued for the Project, or, if notice to proceed is not required, the date of commencement of building and erection of the Project. “Listed Event” means, so long as the Recipient has outstanding any System Obligation subject to Rule 15c2-12, any of the events required to be reported with respect to such System Obligation pursuant to Rule 15c2-12(b)(5).
“Material Obligation” means an obligation of the Recipient that is material to this transaction, including System Obligations.
“Maximum Annual Debt Service” means the maximum amount of Debt Service due on System Obligations in a Fiscal Year during the period commencing with the Fiscal Year for which such calculation is made and within the next five years in which Debt Service for any System Obligations will become due. “Net Revenues” means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year.
“Obligation” means the obligation of the Recipient to make Payments (including Additional Payments) as provided herein, as evidenced by the execution of this Agreement, proceeds of such obligations being used to fund the Project as specified in the Project Description in Exhibit A and Exhibit B and in the documents thereby incorporated by reference.
“Operations and Maintenance Costs” means the reasonable and necessary costs paid or incurred by the Recipient for maintaining and operating the System, determined in accordance with GAAP, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the System in good repair and working order, and including all reasonable and necessary administrative costs of the Recipient that are charged directly or apportioned to the operation of the System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

“Parity Obligation” means a debt obligation of the Recipient on parity with this Obligation. The Recipient’s Parity Obligations are the following:
• Installment Purchase Contract dated February 1, 2011 between the Woodland Finance Authority and the City of Woodland, as supplemented by the Third Supplement Installment Purchase Contract dated December 1, 2021, relating to the Woodland Finance Authority Water Revenue Refunding Bonds, Series 2021 (Green Bonds).
• SWRCB Installment Sale Agreement and Grant for the Industrial Park Recycled Water Project, Project No. C-06-8075-110, Agreement No. D15-01031, dated March 18, 2016. “Payment” means any payment due to the State Water Board from the Recipient pursuant to this Agreement.
“Policy” means the State Water Board’s “Policy for Implementing the Clean Water State Revolving Fund,” as amended from time to time, including the Intended Use Plan in effect as of the execution date of this Agreement.
“Project” means the Project financed by this Agreement as described in Exhibits A and B and in the documents incorporated by reference herein.
“Project Completion” means the date, as determined by the Division after consultation with the Recipient, that operation of the Project is initiated or is capable of being initiated, whichever comes first. “Project Costs” means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy and Guidelines, and which are reasonable, necessary and allocable by the Recipient to the Project under GAAP , and may include capitalized interest.
“Project Funds” means all moneys disbursed to the Recipient by the State Water Board for eligible Project Costs pursuant to this Agreement.
“Recipient” means the City of Woodland.
“Records Retention End Date” means the last date that the Recipient is obligated to maintain records and is set forth on the Cover Page of this Agreement.
“Regional Water Quality Control Board” or “Regional Water Board” means the appropriate Regional Water Quality Control Board.
“Reimbursement Resolution” means the Recipient’s reimbursement resolution identified and incorporated by reference in this Agreement.
“Reserve Fund” means the reserve fund required pursuant to Exhibit B of this Agreement. “Revenues” means, for each Fiscal Year, all gross income and revenue received or receivable by the Recipient from the ownership or operation of the System, determined in accordance with GAAP, including all rates, fees, and charges (including connection fees and charges) as received by the Recipient for the services of the System, and all other income and revenue howsoever derived by the Recipient from the ownership or operation of the System or arising from the System, including all income from the deposit or investment of any money in the Enterprise Fund or any rate stabilization fund of the Recipient or held on the Recipient’s behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

“Rule 15c2-12(b)(5)” means Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. “Senior Obligation” means a debt obligation of the Recipient that is senior to this Obligation. Recipient’s Senior Obligations are the following:
• CDPH Funding Agreement for Funding Under the Safe Drinking Water State Revolving Fund Law and the American Recovery and Reinvestment Act, Agreement No. AR09FP04, dated July 27, 2009. State Water Board is a successor in interest to this agreement. • CDPH Funding Agreement for a Construction Loan and Grant Under the Safe Drinking Water State Revolving Fund Law, Agreement No. SRF14CX106, dated June 4, 2014. State Water Board is a successor in interest to this agreement.
• CDPH Funding Agreement for a Construction Loan and Grant Under the Safe Drinking Water State Revolving Fund Law, Agreement No. SRF14CX107, dated June 4, 2014. State Water Board is a successor in interest to this agreement.
“SRF” means the Clean Water State Revolving Fund.
“State” means State of California.
“State Water Board” means the State Water Resources Control Board. “Subordinate Obligation” means a debt obligation of the Recipient that is subordinate to this Obligation.

They are the following:
• Installment Purchase Agreement dated as of November 1, 2017, by and between the Woodland- Davis Clean Water Agency and the City of Woodland, relating to the Woodland-Davis Clean Water Agency 2017 Subordinate Refunding Water Revenue Bonds (City of Woodland, California), Series A and Second Subordinate Lien Series B. “System” means all water recycling and/or potable water collection, pumping, transport, treatment, storage, and/or disposal facilities, including land and easements thereof, owned by the Recipient, including the Project, and all other properties, structures or works hereafter acquired and constructed by the Recipient and determined to be a part of the System, together with all additions, betterments, extensions or improvements to such facilities, properties, structures, or works, or any part thereof hereafter acquired and constructed.
“System Obligation” means any obligation of the Recipient payable from the Revenues, including but not limited to this Obligation, any Parity Obligation, any Subordinate Obligation, and such additional obligations as may hereafter be issued in accordance with the provisions of such obligat ions and this Agreement.
“Useful Life” means the economically useful life of the Project beginning at Completion of Construction and is set forth in Exhibit A.
“Year” means calendar year unless otherwise expressly indicated.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

CWSRF 30xi2021

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CITY OF WOODLAND:

By:____________________________________
Name: Ken Hiatt
Title: City Manager

Date:__________________________________

STATE WATER RESOURCES CONTROL BOARD:

By:____________________________________
Name: Joe Karkoski
Title: Deputy Director
Division of Financial Assistance

Date:__________________________________

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit A

EXHIBIT A – SCOPE OF WORK

A.1. PROJECT DESCRIPTION, USEFUL LIFE, AND SCOPE OF WORK. (a) The Project is the project set forth on the Cover Page of this Agreement. (b) The Useful Life of this Project is at least thirty (30) years. (c) Purpose.

The Project is for the benefit of the Recipient and has a Useful Life of at least 30 years. The funding under this Agreement shall be used to reduce the dependency on groundwater and treated surface water supply sources by offsetting potable water usage of approximately 109 acre-feet per year (AFY) with recycled water. Recycled water will be delivered to parks, schools, and landscaping in the southeastern portion of the City of Woodland.
(d) Scope of Work.

The Recipient will construct approximately 9,700 linear feet of 8-inch diameter recycled water main pipeline. The pipeline will connect to an existing recycled water pipeline, owned and operated by the Recipient, and will be extended along E. Gibson Road and Harry Lorenzo Avenue. The Recipient will also construct a 100,000-gallon recycled water storage tank and booster pump.

A.2. STANDARD PROJECT REQUIREMENTS.

A.2.1 Acknowledgements.

The Recipient shall include the following acknowledgement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement:

“Funding for this project has been provided in full or in part through an agreement with the State Water Resources Control Board. California’s Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use.”

A.2.2 Reports
A.2.2.1 Progress Reports.
(a) The Recipient must provide a progress report to the Division each quarter, beginning no later than 90 days after execution of this Agreement.
(b) The Recipient must provide a progress report with each reimbursement request . Failure to provide a complete and accurate progress report may result in the withholding of Project Funds, as set forth in Exhibit B.
(c) A progress report must contain the following information:

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit A

i. A summary of progress to date including a description of progress since the last report, percent construction complete, percent contractor invoiced, and percent schedule elapsed;
ii. A description of compliance with environmental requirements; iii. A listing of change orders including amount, description of work, and change in contract amount and schedule; and
iv. Any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions.

A.2.2.2 Project Completion Report.
(a) The Recipient must submit a Project Completion Report to the Division with a copy to the appropriate Regional Water Board on or before the due date established by the Division and the Recipient at the time of final project inspection. The Project Completion Report must include the following:
i. Description of the Project,
ii. Description of the water quality problem the Project sought to address, iii. Discussion of the Project’s likelihood of successfully addressing that water quality problem in the future, and
iv. Summary of compliance with applicable environmental conditions. (b) If the Recipient fails to submit a timely Project Completion Report, the State Water Board may stop processing pending or future applications for new financial assistance, withhold disbursements under this Agreement or other agreements, and begin administrative proceedings.

A.2.2.3 As Needed Reports.

The Recipient must provide expeditiously, during the term of this Agreement, any reports, data, and information reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any report ing requirements of the state or federal government.

A.2.2.4 Recycled water reports.
(a) Commencing with the date of Project Completion, the Recipient must submit annual reports for five (5) consecutive calendar years or until the Project’s actual total annual recycled water deliveries equal the Project’s planned total recycled water deliveries. (b) The Recipient must submit annual reports in hard copy and/or electronically. (c) The first annual report is due on February 28th following the first full calendar year of operation and shall cover the period from the Project Completion through the end of the first full calendar year thereafter. Subsequent annual reports are due by February 28th following the calendar year covered. The annual reports shall be prepared in accordance with the “Water Recycling Funding Program Guidelines.”

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit A

(d) The annual reports must include the following:
i. The planned total recycled water deliveries from the Recipient’s funding application/user-connection schedule;
ii. A breakdown of the actual total annual recycled water deliveries by month and type of use, presented in a table showing month vs. type of use. If the Recipient supplements recycled water deliveries with potable or fresh water, the annual report must include the monthly and total amounts; iii. The Project’s operation and maintenance costs for the year; iv. The costs to Recipient’s end users of recycled water vs. potable/fresh water during the year; and
v. If the Project’s actual total recycled water deliveries are less than the planned total recycled water deliveries, the Recipient must provide a brief discussion on its progress toward achieving the remaining system capacity.

A.2.2.5 DBE Reports for SRF Projects.

The Recipient must report Disadvantaged Business Enterprise (DBE) utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the “ Notice of Completion” is issued. The Recipient must comply with 40 CFR § 33.301 and require its contractors and subcontractors on the Project to comply.

A.2.3 Signage.

The Recipient shall place a sign at least four feet tall by eight feet wide made of ¾ inch thick exterior grade plywood or other approved material in a prominent location on the Project site and shall maintain the sign in good condition for the duration of the construction period. The sign must include the following disclosure statement and color logos (available from the Division):

“Funding for Spring Lake Recycled Water Project has been provided in full or in part by Proposition 68 and the Clean Water State Revolving Fund through an agreement with the State Water Resources Control Board. California’s Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds.”
The Project sign may include another agency’s required promotional information so long as the above logos and disclosure statement are equally prominent on the sign. The sign shall be prepared in a professional manner.

A.2.4 Commencement of Operations.

Upon Completion of Construction of the Project, the Recipient must expeditiously initiate Project operations.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit A

A.3 DATES & DELIVERABLES.
(a) Time is of the essence.

(b) The Recipient must expeditiously proceed with and complete construction of the Project.

(c) The following dates are established as on the Cover Page of this Agreement:

i. Eligible Work Start Date
ii. Eligible Construction Start Date
iii. Completion of Construction Date
iv. Final Reimbursement Request Date
v. Records Retention End Date
vi. Final Payment Date

(d) The Recipient must award the prime construction contract timely.

(e) The Recipient agrees to start construction no later than August 1, 2022.

(f) The Recipient must deliver any request for extension of the Completion of Construction date no less than 90 days prior to the Completion of Construction date.

(g) The undisbursed balance of this Agreement will be deobligated if the Recipient does not provide its final reimbursement request to the Division on or before the Final Reimbursement Request Date.

(h) Upon request by the Division, the Recipient shall submit verifiable data to support deliverables specified in the Scope of Work. The Recipient’s failure to comply with this requirement may be construed as a material breach of this Agreement.

A.4 SCHEDULE.

Failure to provide items by the due dates indicated in the table below may constitute a material violation of this Agreement. The Project Manager may adjust the dates in the “Estimated Due Date” column of this table, but Critical Due Date adjustments will require an amendment to this Agreement. The Recipient must complete and submit all work in time to be approved by the Division prior to Project Completion. As applicable for specific submittals, the Recipient must plan adequate time to solicit, receive, and address comments prior to submitting the final submittal. The Recipient must submit the final r eimbursement request prior to the Final Reimbursement Request Date set forth on the Cover Page.

ITEM DESCRIPTION OF SUBMITTAL CRITICAL DUE DATE ESTIMATED DUE DATE 1 Final Budget Approval Package N/A August 1, 2022

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B
EXHIBIT B – FUNDING TERMS
B.1. FUNDING AMOUNTS AND REIMBURSEMENTS
B.1.1 Funding Contingency and Other Sources.
(a) If this Agreement’s funding for any fiscal year expires due to reversion or is reduced, substantially delayed, or deleted by the Budget Act, by Executive Order, or by order or action of the Dep artment of Finance, the State Water Board has the option to either cancel this Agreement with no liability accruing to the State Water Board, or offer an amendment to the Recipient to reflect the reduced amount.

(b) If funding for Project Costs is made available to the Recipient from sources other than this Agreement, the Recipient must notify the Division. The Recipient may retain such funding up to an amount wh ich equals the Recipient's share of Project Costs. To the extent allowed by requirements of other funding sources, excess funding must be remitted to the State Water Board to be applied to Payments due hereunder, if any.

B.1.2 Estimated Reasonable Cost.

The estimated reasonable cost of the total Project, including associated planning and design costs is two million eight hundred thirty-two thousand eighteen dollars and no cents ($2,832,018.00).

B.1.3 Project Funding Amount.

Subject to the terms of this Agreement, the State Water Board agrees to provide Project F unds not to exceed the amount of the Project Funding Amount set forth on the Cover Page of this Agreement .

B.1.4 Grant Component.
(a) Contingent on the Recipient’s performance of its obligations under this Agreement, the State Water Board will make a grant of not to exceed the amount of the Grant Component set forth on the Cover Page of this Agreement.
(b) Upon Completion of Construction, the State Water Board will prepare an alternate payment schedule reflecting this grant.

B. 1.5 Budget Costs.
(a) Estimated budget costs are contained in the Summary Project Cost Table below:

LINE ITEM TOTAL ESTIMATED COST PROJECT FUNDING AMOUNT
Construction $1,812,492 $1,812,492
Pre-Purchased Material/Equipment $0 $0
Purchase of Land/Easements $0 $0
Contingency $453,123 $453,123
Force Account $0 $0
Allowances (Soft Costs) $566,403 $566,403
TOTAL $2,832,018 $2,832,018

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B
The Division’s Final Budget Approval and related Form 259 and Form 260 will document a more detailed budget of eligible Project Costs and Project funding amounts.

Upon written request by the Recipient, the Division may adjust the line items of the Summary Project Cost Table at the time of Division’s Final Budget Approval. Upon written request by the Recipient, the Division may also adjust the line items of the Summary Project Cost Table as well as the detailed budget at the time of Recipient’s submittal of its final claim. Any line item adjustments to the Summary Project Cost Table that are due to a change in scope of work will require an Agreement amendment. The sum of adjusted line items in both the Summary Project Cost Table and the detailed budget must not exceed the Project Funding Amount. The Division may also propose budget adjustments. (b) Under no circumstances may the sum of line items in the budget approved through the Final Budget Approval process exceed the Project Funding Amount. Any increase in the Project Funding Amount will require an Agreement amendment.

B.1.6 Contingent Disbursement.
(a) The State Water Board’s disbursement of funds hereunder is contingent on the Recipient’s compliance with the terms and conditions of this Agreement.

(b) The State Water Board’s obligation to disburse Project Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Project Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement.

Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other entity. If any disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding.

(c) Construction costs and disbursements are not available until after the Division has approved the final budget form submitted by the Recipient.

(d) No costs incurred prior to the Eligible Work Start Date are eligible for reimbursement.

(e) Construction costs incurred prior to the Eligible Construction Start Date are not eligible for reimbursement.

(f) Failure to proceed according to the timelines set forth in this Agreement may require the Recipient to repay to the State Water Board all disbursed Project Funds.

(g) The Recipient agrees to ensure that its final reimbursement request is received by the Division no later than the Final Reimbursement Request Date. If the final reimbursement request is not received timely, the undisbursed balance of this Agreement will be deobligated.

(h) The Recipient is not entitled to interest earned on undisbursed funds.

B.1.7 Reimbursement Procedure.

Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows:

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B
(a) Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed.

(b) The Recipient must submit a reimbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late reimbursement requests may not be honored.

(c) The Recipient may request reimbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval.

(d) Additional Project Funds will be promptly disbursed to the Recipient upon receipt o f reimbursement request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A.

(e) The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of reimbursement request. Supporting documentation (e.g., receipts) must be submitted with each reimbursement request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed reimbursement request. Upon request by the Division, supporting documents for professional and administrative services must include the employees’ names, classifications, labor rates, hours worked, and descriptions of the tasks performed.

Reimbursement requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division.

(f) The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements.

(g) The Recipient shall not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable.

(h) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations.

(i) No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx . as of the
date costs are incurred by the Recipient.

B.1.8 Withholding of Disbursements.

Notwithstanding any other provision of this Agreement, the State Water Board may withhold all or any portion of the Project Funds upon the occurrence of any of the following events:

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B
(a) The Recipient’s failure to maintain reasonable progress on the Project as determined by the Division;
(b) Placement on the ballot or passage of an initiative or referendum to repeal or reduce the Recipient’s taxes, assessments, fees, or charges levied for operation of the System or payment of debt service on System Obligations;
(c) Commencement of litigation or a judicial or administrative proceeding related to the Project, System, or Revenues that the State Water Board determines may impair the timely satisfaction of Recipient’s obligations under this Agreement; (d) Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency’s Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient’s financial management, accounting procedures, or internal fiscal controls;
(e) A material adverse change in the condition of the Recipient, the Revenues, or the System, that the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement, or any other event that the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement;
(f) The Recipient’s material violation of, or threat to materially violate, any term of this Agreement;
(g) Suspicion of fraud, forgery, embezzlement, theft, or any other misuse of public funds by the Recipient or its employees, or by its contractors or agents regarding the Project or the System;
(h) An event requiring Notice as set forth in Exhibit C; (i) An Event of Default or an event that the Division determines may become an Event of Default.

B.1.9 Fraud and Misuse of Public Funds.

All requests for reimbursement submitted must be accurate and signed by the Recipient’s Authorized Representative under penalty of perjury. All costs submitted pursuant to this Agreement must only be for the work or tasks set forth in this Agreement. The Recipient must not submit any invoice containing costs that are ineligible or have been reimbursed from other funding sources unless required and specifically noted as such (i.e., match costs). Any eligible costs for which the Recipient is seeking reimbursement shall not be reimbursed from any other source. Double or multiple billing for time, services, or any other eligible cost is improper and will not be compensated. Any suspected occurrences of fraud, forgery, embezzlement, theft, or any other misuse of public funds may result in suspension of disbursements and, notwithstanding any other section in this Agreement, the termination of this Agreement requiring the repayment of all Project Funds disbursed hereunder. Additionally, the Deputy Director of the Division may request an audit and refer the matter to the Attorney General’s Office or the appropriate district attorney’s office for criminal prosecution or the imposition of civil liability.

B.2 RECIPIENT’S PAYMENT OBLIGATION, PLEDGE, AND RESERVE B.2.1 Project Costs.

The Recipient must pay any and all costs connected with the Project including, without limitation, any and all Project Costs and Additional Payments. If the Project Funds are not sufficient to pay the Project Costs in full, the Recipient must nonetheless complete the Project and pay that portion of the Project Costs in excess of available Project Funds, and shall not be entitled to any reimbursement therefor from the State Water Board.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B
B.2.2 Estimated Principal Payment Due.

The estimated amount of principal that will be due to the State Water Board from the Recipient under this Agreement is two million two hundred eighty-two thousand eighteen dollars and no cents ($2,282,018.00).

B.2.3 Interest Rate and In-Lieu of Interest Charges.
(a) The Recipient agrees to make all Payments according to the schedule in Exhibit E, and as otherwise set forth herein, at an interest rate of zero and fifty-five hundredths percent (0.55%) per annum. (b) Interest will accrue beginning with each disbursement. (c) In lieu of, and not to exceed, interest otherwise due under this Agreement, the Recipient agrees to pay the following charge(s), as further set forth in Exhibit E:
• an Administrative Service Charge
• a Small Community Grant Fund Charge

B.2.4 [Reserved.]
B.2.5 Obligation Absolute.

The obligation of the Recipient to make the Payments and other payments required to be made by it under this Agreement, from the Net Revenues and/or other amounts legally available to the Recipient therefor, is absolute and unconditional, and until such time as the Payments and Additional Payments have been paid in full, the Recipient must not discontinue or suspend any Payments or other payments required to be made by it hereunder when due, whether or not the Project, or any related part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such Payments and other payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever.

B.2.6 Payment Timing.
(a) Beginning one year after Completion of Construction, the Recipient must submit an annual Payment of the principal of the Project Funds, together with all interest accruing thereon. The Recipient must make Payments fully amortizing the total principal of the Project by the Final Payment Date. Payments are based on a standard fully amortized assistance amount with equal annual payments.

(b) The remaining balance is the previous balance, plus the disbursements, plus the accrued interest on both, plus any Charge In Lieu of Interest, less the Payment. Payment calculations will be made beginning one (1) year after Completion of Construction. Exhibit E is a payment schedule based on the provisions of this Exhibit and an estimated disbursement schedule. Actual payments will be based on actual disbursements.

(c) Upon Completion of Construction and submission of necessary reports by the Recipient, the Division will prepare an appropriate payment schedule and supply the same to the Recipient. The Di vision may amend this schedule as necessary to accurately reflect amounts due under this Agreement. The Division will prepare any necessary amendments to the payment schedule and send them to the Recipient. The Recipient must make each Payment on or before the due date therefor. A ten (10) day grace period will be allowed, after which time a penalty in the amount of costs incurred by the State Water Board will be assessed for late payment. These costs may include, but are not limited to, lost interest ear nings, staff

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B
time, bond debt service default penalties, if any, and other related costs. For purposes of penalty assessment, payment will be deemed to have been made if payment is deposited in the U.S. Mail within the grace period with postage prepaid and properly addressed. Any penalties assessed will not be added to the assistance amount balance, but will be treated as a separate account and obligation of the Recipient. The interest penalty will be assessed from the payment due date.

(d) The Recipient is obligated to make all payments required by this Agreement to the State Water Board, notwithstanding any individual default by its constituents or others in the payment to the Recipient of fees, charges, taxes, assessments, tolls or other charges ("Charges") levied or imposed by the Recipient. The Recipient must provide for the punctual payment to the State Water Board of all amounts which become due under this Agreement and which are received from constituents or others in the payment to the Recipient. In the event of failure, neglect or refusal of any officer of the Recipient to levy or cause to be levied any Charge to provide payment by the Recipient under this Agreement, to enforce or to collect such Charge, or to pay over to the State Water Board any money collected on account of such Charge necessary to satisfy any amount due under this Agreement, the State Water Board may take such action in a court of competent jurisdiction as it deems necessary to compel the performance of all duties relating to the imposition or levying and collection of any of such Charges and the payment of the money collected therefrom to the State Water Board. Action taken pursuant hereto shall not deprive the State Water Board of, or limit the application of, any other remedy provided by law or by this Agreement.

(e) Each Payment must be paid in lawful money of the United States of America by check or other acceptable form of payment set forth at www.waterboards.ca.gov/make_a_payment .

The Recipient must pay Payments and Additional Payments from Net Revenues and/or other amounts legally available to the Recipient therefor.

B.2.7 Pledged Revenues.

B.2.7.1 Establishment of Enterprise Fund and Reserve Fund.

In order to carry out its System Obligations, the Recipient covenants that it shall establish and maintain or shall have established and maintained the Enterprise Fund. All Revenues received shall be deposited when and as received in trust in the Enterprise Fund. As required in this Exhibit, the Recipient must establish and maintain a Reserve Fund.

B.2.7.2 Pledge of Net Revenues, Enterprise Fund, and Reserve Fund.

The Obligation hereunder shall be secured by a lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund on parity with the Parity Obligations and subordinate to the Senior Obligations. The Recipient hereby pledges and grants such lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund to secure the Obligation, including payment of Payments and Additional Payments hereunder. The Enterprise Fund, Net Revenues in the Enterprise Fund, and any Reserve Fund shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Recipient.

B.2.7.3 Application and Purpose of the Enterprise Fund.

Subject to the provisions of any outstanding System Obligation, money on deposit in the Enterprise Fund shall be applied and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due and payable with respect to the System Obligations in order of priority. After making all payments hereinabove required to be made in each Fiscal Year, the Recipient may expend in such Fiscal Year any remaining money in the Enterprise Fund for any lawful purpose of the Recipient.

B.2.8 No Prepayment.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B
Pursuant to the State Water Board’s Debt Management Policy, adopted on October 3, 2017, t he Recipient may not prepay any portion of the principal and interest due under this Agreement without the written consent of the Deputy Director of the Division.

B.2.9 Reserve Fund.

Prior to Completion of Construction, the Recipient must establish a restricted Reserve Fund, held in its Enterprise Fund, equal to one year’s Debt Service on this Obligation. The Recipient must maintain the Reserve Fund throughout the term of this Agreement. The Reserve Fund is subject to lien and pledged as security for this Obligation, and its use is restricted to payment of this Obligation during the term of this Agreement.

B.3 RATES, FEES AND CHARGES.
(a) The Recipient must, to the extent permitted by law, fix, prescribe and collect rates, fees and charges for the System during each Fiscal Year which are reasonable, fair, and nondiscriminatory and which will be sufficient to generate Revenues in the amounts necessary to cover Operations and Maintenance Costs, and must ensure that Net Revenues are equal to at least 125% of the Maximum Annual Debt Service with respect to all outstanding System Obligations, so long as System Obligations other than this Obligation are outstanding. Upon defeasance of all System Obligations other than this Obligation, this ratio must be at least 120%, except where System Obligations are defeased pursuant to refunding obligations.

(b) The Recipient may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Revenues from such reduced rates, fees, and charges will at all times be sufficient to meet the requirements of this section.

(c) Upon consideration of a voter initiative to reduce Revenues, the Recipient must make a finding regarding the effect of such a reduction on the Recipient's ability to satisfy the rate covenant s et forth in this Section. The Recipient must make its findings available to the public. The Recipient’s Authorized Representative must request, if necessary, the authorization of the Recipient’s decision- maker or decision-making body to file litigation to challenge any such initiative that it finds will render it unable to satisfy the rate covenant set forth in this Agreement and its obligation to operate and maintain the Project for its Useful Life. The Recipient must diligently pursue and bear any and all costs related to such challenge. The Recipient must notify and regularly update the State Water Board regarding the status of any such challenge.

B.4 ADDITIONAL DEBT.
(a) The Recipient’s future debt that is secured by Revenues pledged herein may not be senior to this Obligation, except where the new senior obligation refunds or refinances a senior obligation with the same lien position as the existing senior obligation, the new senior obligation has the same or earlier repayment term as the refunded senior debt, the new senior debt service is the same or lower than the existing debt service, and the new senior debt will not diminish the Recipient’s ability to satisfy its SRF obligation(s).

(b) The Recipient may issue additional parity or subordinate debt only if all of the following conditions are met:

i. Net Revenues in the most recent Fiscal Year, excluding transfers from a rate stabilization fund, if any, meet the ratio for rate covenants set forth in this Exhibit with respect to any outstanding and proposed additional obligations;
ii. The Recipient is in compliance with any reserve fund requirement of this Obligation.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit B

B.5 NO LIENS.

The Recipient must not make any pledge of or place any lien on the Project, System, or Revenues except as otherwise provided or permitted by this Agreement.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C

EXHIBIT C – GENERAL & PROGRAMMATIC TERMS & CONDITIONS

C.1 REPRESENTATIONS & WARRANTIES.

The Recipient represents, warrants, and commits to the following as of the Eligible Work Start Date and continuing thereafter for the term of this Agreement.

C.1.1 Application and General Recipient Commitments.

The Recipient has not made any untrue statement of a material fact in its application for this financial assistance, or omitted to state in its application a material fact that makes the statements in its application not misleading.

The Recipient agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents.

The Recipient agrees to fulfill all assurances, declarations, representations, and commitments in its application, accompanying documents, and communications filed in support of its request for funding under this Agreement.

C.1.2 Authorization and Validity.

The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law.

C.1.3 No Violations.

The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date of execution of this Agreement by the Recipient, or result in any breach or default under any contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date of execution of this Agreement by the Recipient.

C.1.4 No Litigation.

There are, as of the date of execution of this Agreement by the Recipient, no pending or, to Recipient’s knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the System, the Revenues, and/or the Project.

There are no proceedings, actions, or offers by a public entity to acquire by purchase or the power of eminent domain the System or any of the real or personal property related to or necessary for the Project.

C.1.5 Property Rights.

The Recipient owns or has sufficient property rights in the Project property for the longer of the Useful Life or the term of this Agreement, either in fee simple or for a term of years that is not subject to third-party revocation during the Useful Life of the Project.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
C.1.6 Solvency and Insurance.

None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. The Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. The Recipient is able to pay its debts as they become due. The Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employer liability, professional liability.

C.1.7 Legal Status and Eligibility.

The Recipient is duly organized and existing and in good standing under the laws of the State of California. Recipient must at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. The Recipient acknowledges that changes to its legal or financial status may affect its eligibility for funding under this Agreement and commits to maintaining its eligibility. Within the preceding ten years, the Recipient has not failed to demonstrate compliance with state or federal audit disallowances.

C.1.8 Financial Statements and Continuing Disclosure.

The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board.

The Recipient is current in its continuing disclosure obligations associated with its material debt , if any.

C.1.9 System Obligations
The Recipient has no System Obligations other than those defined in this Agreement.

C.1.10 No Other Material Debt.

The Recipient has no Material Obligations other than System Obligations.

C.1.11 Compliance with State Water Board Funding Agreements.

The Recipient represents that it is in compliance with all State Water Board funding agreements to which it is a party.

C.2 DEFAULTS AND REMEDIES
In addition to any other remedy set forth in this Agreement, the following remedies are available under this Agreement.

C.2.1 Return of Funds; Acceleration; and Additional Payments.

Notwithstanding any other provision of this Agreement, if the Division determines that an Event of Default has occurred, the Recipient may be required, upon demand, immediately to do each of the following:

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
i. return to the State Water Board any grant or principal forgiveness amounts received pursuant to this Agreement;
ii. accelerate the payment of any principal owed under this Agreement, all of which shall be immediately due and payable;
iii. pay interest at the highest legal rate on all of the foregoing; and iv. pay any Additional Payments.

C.2.2 [Reserved.]
C.2.3 Judicial remedies.

Whenever the State Water Board determines that an Event of Default shall have occurred, the State Water Board may enforce its rights under this Agreement by any judicial proceeding, whether at law or in equity. Without limiting the generality of the foregoing, the State Water Board may:
i. by suit in equity, require the Recipient to account for amounts relating to this Agreement as if the Recipient were the trustee of an express trust; ii. by mandamus or other proceeding, compel the performance by the Recipient and any of its officers, agents, and employees of any duty under the law or of any obligation or covenant under this Agreement, including but not limited to the imposition and collection of rates for the services of the System sufficient to meet all requirements of this Agreement; and
iii. take whatever action at law or in equity as may appear necessary or desirable to the State Water Board to collect the Payments then due or thereafter to become due, or to enforce performance of any obligation or covenant of the Recipient under this Agreement.

C.2.4 Termination.

Upon an Event of Default, the State Water Board may terminate this Agreement. Interest shall accrue on all amounts due at the highest legal rate of interest from the date that the State Water Board delivers notice of termination to the Recipient.

C.2.5 Damages for Breach of Tax-Exempt Status.

In the event that any breach of any of the provisions of this Agreement by the Recipient results in the loss of tax-exempt status for any bonds of the State or any subdivision or agency thereof, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.

C.2.6 Damages for Breach of Federal Conditions.

In the event that any breach of any of the provisions of this Agreement by the Recipient results in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach results in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient must immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
C.2.7 Remedies and Limitations.

None of the remedies available to the State Water Board shall be exclusive of any other remedy, and each such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The State Water Board may exercise any remedy, now or hereafter existing, without exhausting and without regard to any other remedy.

Any claim of the Recipient is limited to the rights and remedies provided to the Recipient under this Agreement and is subject to the claims procedures provided to the Recipient under this Agreement.

C.2.8 Non-Waiver.

Nothing in this Agreement shall affect or impair the Recipient’s Obligation to pay Payments as provided herein or shall affect or impair the right of the State Water Board to bring suit to enforce such payment.

No delay or omission of the State Water Board in the exercise of any right arising upon an Event of Default shall impair any such right or be construed to be a waiver of any such Event of Default. The State Water Board may exercise from time to time and as often as shall be deemed expedient by the State Water Board, any remedy or right provided by law or pursuant to this Agreement.

C.2.9 Status Quo.

If any action to enforce any right or exercise any remedy shall be brought and either discontinued or determined adversely to the State Water Board, then the State Water Board shall be restored to its former position, rights and remedies as if no such action had been brought.

C.3 STANDARD CONDITIONS
C.3.1 Access, Inspection, and Public Records.

The Recipient must ensure that the State Water Board, the Governor of the State, the United States Environmental Protection Agency, the Office of Inspector General, any member of Congress, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter for the term of the Agreement. The Recipient acknowledges that, except for a subset of information regarding archaeological records, the Project records and locations are public records, including but not limited to all of the submissions accompanying the application, all of the documents incorporated into this Agreement by reference, and all reports, reimbursement requests, and supporting documentation submitted hereunder.

C.3.2 Accounting and Auditing Standards; Financial Management Systems; Records Retention. (a) The Recipient must maintain project accounts according to GAAP as issued by the Governmental Accounting Standards Board (GASB) or its successor. The Recipient must maintain GAAP-compliant project accounts, including GAAP requirements relating to the reporting of infrastructure assets.

(b) The Recipient must comply with federal standards for financial management systems. The Recipient agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal government and tracking of Project funds to a level of expenditure adequate to establish that such funds have not been used in violation of federal or state law or the terms of this Agreement. To the extent applicable, the Recipient is bound by, and must comply with, the provisions and requirements of the federal Single Audit Act of 1984 and 2 CFR Part 200, subpart F, and updates or revisions, thereto.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
(c) Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient must:

i. Establish an official file for the Project which adequately documents all significant actions relative to the Project;
ii. Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all assistance funds received under this Agreement;
iii. Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to assistance funds disbursed under this Agreement; iv. Establish an accounting system which will accurately depict final total costs of the Project, including both direct and Indirect Costs;
v. Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and vi. If Force Account is used by the Recipient for any phase of the Project, other than for planning, design, and construction engineering and administration provided for by allowance, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee. Indirect Costs from Force Account are not eligible for funding.

(d) The Recipient must maintain separate books, records and other material relative to the Project.

The Recipient must also retain such books, records, and other material for itself and for each contractor or subcontractor who performed or performs work on this project for a minimum of thirty-six (36) years after Completion of Construction. The Recipient must require that such books, records, and other material are subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the California State Auditor, the Bureau of State Audits, the United States Environmental Protection Agency (USEPA), the Office of Inspector General, the Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned. The Recipient must allow and must require its contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section survive the term of this Agreement.

C.3.3 Amendment.

No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by both the Recipient and the Deputy Director or designee.

Requests for amendments must be in writing and directed to the contact listed in Section 4 and to the Division’s Chief of Loans and Grants Administration Section.

C.3.4 Assignability.

This Agreement is not assignable by the Recipient, either in whole or in part, without the consent of the State Water Board in the form of a formal written amendment to this Agreement.

C.3.5 Audit.
(a) The Division may call for an audit of financial information relative to the Project if the Division determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit must be performed by a

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
certified public accountant independent of the Recipient and at the cost of the Recipient. The audit must be in the form required by the Division.

(b) Audit disallowances must be returned to the State Water Board.

C.3.6 Bonding.

Where contractors are used, the Recipient must not authorize construction to begin until each contractor has furnished a performance bond in favor of the Recipient in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. This requirement s hall not apply to any contract for less than $25,000.00.

C.3.7 Competitive Bidding
Recipient must adhere to any applicable state law or local ordinance for competitive bidding and applicable labor laws.

C.3.8 Compliance with Applicable Laws, Rules, and Requirements.

The Recipient must, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements. Without limitation of the foregoing, to the extent applicable, the Recipient must:

(a) Comply with the provisions of the adopted environmental mitigation plan, if any, for the term of this Agreement;

(b) Comply with the Policy and Guidelines; and

(c) Comply with and require compliance with the state and federal requirements set forth elsewhere in this Agreement.

C.3.9 Computer Software.

The Recipient certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws.

C.3.10 Conflict of Interest.

The Recipient certifies that its owners, officers, directors, agents, representatives, and employees are in compliance with applicable state and federal conflict of interest laws.

C.3.11 Continuous Use of Project; No Lease, Sale, Transfer of Ownership, or Disposal of Project.

The Recipient agrees that, except as provided in this Agreement, it will not abandon, substantially discontinue use of, lease, sell, transfer ownership of, or dispose of all or a significant part or portion of the Project during the Useful Life of the Project without prior written approval of the Division. Such approval may be conditioned as determined to be appropriate by the Division, including a condition requiring repayment of all disbursed Project Funds or all or any portion of all remaining funds covered by this Agreement together with accrued interest and any penalty assessments that may be due.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
C.3.12 Data Management.

The Recipient will undertake appropriate data management activities so that Project data can be incorporated into statewide data systems.

C.3.13 Disputes.
(a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board’s Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute.

(b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law.

(c) Recipient must continue with the responsibilities under this Agreement during any dispute.

(d) This section relating to disputes does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4.

C.3.14 Drug-Free Workplace.

The Recipient certifies that it will provide a drug-free workplace in compliance with the Drug-Free Workplace Act (Gov. Code. §§ 8350-8357). The Recipient shall publish a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the Recipient’s workplace and specifying the actions to be taken against employees for violations of the prohibition. The Recipient shall establish a drug-free awareness program to inform employees about the dangers of drug abuse in the workplace, the Recipient’s policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation and employee assistance programs, and penalties that may be imposed upon employees for drug abuse violations. The Recipient shall provide that every employee who works on the Project receives a copy of the Recipient’s drug- free workplace policy statement and agrees to abide by the terms of the statement as a condition of employment on the Project.

C.3.15 Environmental Clearance.
(a) No work that is subject to CEQA or NEPA may proceed under this Agreement un less the State Water Board has provided environmental clearance. The State Water Board may require changes in the scope of work or additional mitigation as a condition to providing construction or implementation funding under this Agreement. Recipient shall not perform any work subject to CEQA and/or NEPA before the State Water Board completes its environmental review and specifies any changes in scope or additional mitigation that may be required. Proceeding with work subject to CEQA and/or NEPA without approval by the State Water Board shall constitute a breach of a material provision of this Agreement. (b) If this Project includes modification of a river or stream channel, the Recipient must fully mitigate environmental impacts resulting from the modification. The Recipient must provide documentation that the environmental impacts resulting from such modification will be fully mitigated considering all of the impacts of the modification and any mitigation, environmental enhancement, and environmental benefit

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
resulting from the Project, and whether, on balance, any environmental enhancement or benefit equals or exceeds any negative environmental impacts of the Project.

C.3.16 Governing Law.

This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California.

C.3.17 Income Restrictions.

The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Recipient under this Agreement must be paid by the Recipient to the State Water Board, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State Water Board under this Agreement.

C.3.18 Indemnification and State Reviews.

The parties agree that review or approval of Project plans and specifications by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board, the Bank, and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively, "Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the System or the Project or any part thereof; (2) the carrying out of any of the transactions contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the System or the Project; or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading with respect to any information provided by the Recipient for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement, except those arising from the gross negligence or willful misconduct of the Indemnified Persons. The Recipient must also provide for the defense and indemnification of the Indemnified Persons in any contractual provision extending indemnity to the Recipient in any contract let for the performance of any work under this Agree ment, and must cause the Indemnified Persons to be included within the scope of any provision for the indemnification and defense of the Recipient in any contract or subcontract. To the fullest extent permitted by law, the Recipient agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section survive the term of this Agreement.

C.3.19 Independent Actor.

The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
C.3.20 Integration.

This Agreement constitutes the complete and final agreement between the parties. No oral or written understanding or agreement not incorporated in this Agreement shall be binding on either party.

C.3.21 Leveraging Covenants.
(a) Notwithstanding any other provision hereof, the Recipient covenants and agrees that it will comply with the Tax Covenants set forth in Exhibit F of this Agreement.

(b) The Recipient covenants to furnish such financial, operating and other data pertaining to the Recipient as may be requested by the State Water Board to: (i) enable the State Water Board to cause the issuance of Bonds and provide for security therefor; or (ii) enable any underwriter of Bonds issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5).

(c) The Recipient further covenants to provide the State Water Board with copies of all continuing disclosure documents or reports that are disclosed pursuant to (i) the Recipient’s continuing disclosure undertaking or undertakings made in connection with any outstanding System Obligation, (ii) the terms of any outstanding System Obligation, or (iii) a voluntary disclosure of information related to an outstanding System Obligation. The Recipient must disclose such documents or reports to the State Water Board at the same time such documents or reports are submitted to any dissemination agent, trustee, nationally recognized municipal securities information repository, the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (EMMA) website or other person or entity.

C.3.22 No Discrimination.
(a) The Recipient must comply with Government Code section 11135 and the implementing regulations (Cal. Code Regs, tit. 2, § 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation of, the Project or System on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation as such terms are defined under California law, for as long as the Recipient retains ownership or possession of the Project.

(b) If Project Funds are used to acquire or improve real property, the Recipient must include a covenant of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real property.

(c) The Recipient must comply with the federal American with Disabilities Act of 1990 and implementing regulations as required by Government Code section 11135(b).

(d) The Recipient’s obligations under this section shall survive the term of this Agreement.

(e) During the performance of this Agreement, Recipient and its contractors and subcontractor s must not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, denial of family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status.

(f) The Recipient, its contractors, and subcontractors must ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
(g) The Recipient, its contractors, and subcontractors must comply with the provisions of the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. (Gov. Code, §12990, subds. (a)-(f) et seq.;Cal. Code Regs., tit. 2, § 7285 et seq.) Such regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

(h) The Recipient, its contractors, and subcontractors must comply with all applicable federal civil rights regulations, including statutory and national policy requirements. (2 CFR § 200.300). This includes, to the greatest extent practicable and to the extent permitted by law, the requirement to respect and protect the freedom of persons and organizations to engage in political and religious speech. (Executive Order 13798).

(i) The Recipient, its contractors, and subcontractors must give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

(j) The Recipient must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

C.3.23 No Third Party Rights.

The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein.

C.3.24 No Obligation of the State.

Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys encumbered pursuant to this Agreement.

C.3.25 Notice.

Upon the occurrence of any of the following events, the Recipient must provide notice as set forth below.

(a) Within 24 hours of the following, the Recipient must notify the Division by phone at (916) 327-9978 and by email to [email protected] and
[email protected] and [email protected]:
i. T he seizure of, or levy on, any Revenues securing this Agreement; ii. A ny discovery of any potential tribal cultural resource and/or archaeological or historical resource. Should a potential tribal cultural resource and/or archaeological or historical resource be discovered during construction or Project implementation, the Recipient must ensure that all work in the area of the find will cease until a qualified archaeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource.

The Recipient must implement appropriate actions as directed by the Division.

(b) Within five (5) business days, the Recipient must notify the Division by phone at (916) 327-9978; by email to [email protected]
[email protected] and [email protected] and
[email protected]; and by mail to the contact address set forth in Section 4 of this Agreement of the occurrence of any of the following events:

i. Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing;

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
ii. Change of ownership of the Project or the System or change of management or service contracts, if any, for operation of the System; iii. Loss, theft, damage, or impairment to Project, the Revenues or the System; iv. Failure to meet any debt service coverage test in Exhibit B of this Agreement; v. Draws on the Reserve Fund;
vi. Listed Events and Events of Default, except as otherwise set forth in this section; vii. Failure to observe or perform any covenant or comply with any condition in this Agreement;
viii. An offer from a public entity to purchase the Project or the System or any portion thereof, or any of the real or personal property related to or necessary for the Project;
ix. A proceeding or action by a public entity to acquire the Project or the System by power of eminent domain;
x. Incurrence of a System Obligation or other Material Obligation by the Recipient; or
xi. A default, event of acceleration, termination event, modification of terms, or other similar event under the terms of a System Obligation or other Material Obligation of the Recipient, any of which reflect financial difficulties.

(c) Within ten (10) business days, the Recipient must notify the Division by phone at (916) 327-9978, by email to [email protected] and
[email protected] and [email protected], and by mail to the contact address set forth in Section 4 of this Agreement of the following events:

i. Material defaults on Material Obligations, other than this Obligation; ii. Unscheduled draws on material debt service reserves or credit enhancements, reflecting financial difficulties;
iii. Substitution of credit or liquidity providers, if any or their failure to perform; iv. Any litigation pending or threatened with respect to the Project or the Recipient’s technical, managerial or financial capacity to operate the System or the Recipient’s continued existence;
v. Circulation of a petition to repeal, reduce, or otherwise challenge the Recipient’s rates for services of the System;
vi. C onsideration of dissolution, or disincorporation, or any other event that could materially impair the Revenues;
vii. Adverse tax opinions, the issuance by the Internal Revenue Service or proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices of determinations with respect to the tax status of any tax-exempt bonds;
viii. Rating changes on outstanding System Obligations, if any; ix. Issuance of additional Parity Obligations;
x. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board; or
xi. Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency’s Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient’s financial management, accounting procedures, or internal fiscal controls;

(d) The Recipient must notify the Division promptly by phone at (916) 327-9978, by email to [email protected] and [email protected] and

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
[email protected], and by mail to the contact address set forth in Section 4 of this Agreement of any of the following events:

i. The discovery of a false statement of fact or representation made in this Agreement or in the application to the Division for this financial assistance, or in any certification, report, or request for reimbursement made pursuant to this Agreement, by the Recipient, its employees, agents, or contractors; ii. Any substantial change in scope of the Project. The Recipient must undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change;
iii. Cessation of all major construction work on the Project where such cessation of work is expected to or does extend for a period of thirty (30) days or more; iv. Any circumstance, combination of circumstances, or condition, which is expected to or does delay Completion of Construction for a period of ninety (90) days or more;
v. Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction of the Project, the Recipient agrees to promptly notify the Division. This notification is in addition to the Recipient’s obligations under the federal Endangered Species Act; vi. Any Project monitoring, demonstration, or other implementation activities required in Exhibit A or Exhibit D of this Agreement, if any; vii. Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days’ notice to the Division; viii. Any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, as required by Exhibit C.4.3(xxvii);
ix. Any events requiring notice to the Division pursuant to the provisions of this Agreement;
x. Completion of Construction of the Project, and actual Project Completion; xi. The award of the prime construction contract for the Project; xii. Initiation of construction of the Project.

C.3.26 Operation and Maintenance; Insurance.

The Recipient agrees to sufficiently and properly staff, operate and maintain all portions of the System during the Useful Life of the Project in accordance with all applicable state and federal laws, rules, and regulations.

The Recipient will procure and maintain or cause to be maintained insurance on the System with responsible insurers, or as part of a reasonable system of self-insurance, in such amounts and against such risks (including damage to or destruction of the System) as are usually covered in connection with systems similar to the System. Such insurance may be maintained by a self-insurance plan so long as such plan provides for (i) the establishment by the Recipient of a separate segregated self-insurance fund in an amount determined (initially and on at least an annual basis) by an independent insurance consultant experienced in the field of risk management employing accepted actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk management program.

In the event of any damage to or destruction of the System caused by the perils covered by such insurance, the net proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the System. The Recipient must begin such reconstruction, repair or replacement as expeditiously as possible, and must pay out of such net proceeds all costs and expenses

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
in connection with such reconstruction, repair or replacement so that the same must be completed and the System must be free and clear of all claims and liens. If such net proceeds are insufficient to reconstruct, repair, or restore the System to the extent necessary to enable the Recipient to pay all remaining unpaid principal portions of the Payments, if any, in accordance with the terms of this Agreement, the Recipient must provide additional funds to restore or replace the damaged portions of the System.

Recipient agrees that for any policy of insurance concerning or covering the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing the State Water Board, its officers, agents, employees, and servants as additional insured; and must provide the Division with a copy of all such certificates prior to the commencement of construction of the Project.

C.3.27 Permits, Subcontracting, and Remedies.

Recipient must procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. Signed copies of any such permits or licenses must be submitted to the Division before any construction begins.

The Recipient must not contract or allow subcontracting with excluded parties. The Recipient must not contract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. For any work related to this Agreement, the Recipient must not contract with any individual or organization on the State Water Board’s List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which funding under this Agreement is authorized. The State Water Board’s List of Disqualified Businesses and Persons is located at
http://www.waterboards.ca.gov/water_issues/programs/enforcement/fwa/dbp.shtml

C.3.28 Professionals.

The Recipient agrees that only licensed professionals will be used to perform services under this Agreement where such services are called for. All technical reports required pursuant to this Agreement that involve planning, investigation, evaluation, design, or other work requiring interpretation and proper application of engineering, architectural, or geologic sciences, shall be prepared by or under the direction of persons registered to practice in California pursuant to Business and Professions Code, sections 5536.1, 6735, 7835, and 7835.1. To demonstrate compliance with California Code of Regulations, title 16, sections 415 and 3065, all technical reports must contain a statement of the qualifications of the responsible registered professional(s). As required by these laws, completed technical reports must bear the signature(s) and seal(s) of the registered professional(s) in a manner such that all work can be clearly attributed to the professional responsible for the work.

C.3.29 Prevailing Wages.

The Recipient agrees to be bound by all applicable provisions of State Labor Code regarding prevailing wages. The Recipient must monitor all agreements subject to reimbursement from this Agreement to ensure that the prevailing wage provisions of the State Labor Code are being met.

In addition, the Recipient agrees to comply with the Davis-Bacon provisions incorporated by reference in Section 3 of this Agreement.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
C.3.30 Public Funding.

This Project is publicly funded. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances.

C.3.31 Recipient’s Responsibility for Work.

The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work.

C.3.32 Related Litigation.

Under no circumstances may the Recipient use funds from any reimbursement under this Agreement to pay costs associated with any litigation the Recipient pursues against the State Water Board or any Regional Water Quality Control Board. Regardless of the outcome of any such litigation, and notwithstanding any conflicting language in this Agreement, the Recipient agrees to repay all of the disbursed funds plus interest in the event that Recipient does not complete the project.

C.3.33 Rights in Data.

The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request.

C.3.34 State Water Board Action; Costs and Attorney Fees.

Any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient, whether such breach occurs before or after completion of the Project, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation between the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees.

C.3.35 Timeliness.

Time is of the essence in this Agreement.

C.3.36 Unenforceable Provision.

In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affect ed thereby.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
C.3.37 Venue.

Any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California.

C.3.38 Waiver and Rights of the State Water Board.

Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law.

C.4 MISCELLANEOUS STATE AND FEDERAL REQUIREMENTS
C.4.1 [Reserved.]
C.4.2 State Cross-Cutters.

Recipient represents that, as applicable, it complies and covenants to maintain compliance with the following for the term of the Agreement:

i. The California Environmental Quality Act (CEQA), as set forth in Public Resources Code 21000 et seq. and in the CEQA Guidelines at Title 14, Division 6, Chapter 3, Section 15000 et seq.

ii. Water Conservation requirements, including regulations in Division 3 of Title 23 of the California Code of Regulations.

iii. Monthly Water Diversion Reporting requirements, including requirements set forth in Water Code section 5103.

iv. Public Works Contractor Registration with Department of Industrial Relations requirements, including requirements set forth in Sections 1725.5 and 1771.1 of the Labor Code.

v. Volumetric Pricing & Water Meters requirements, including the requirements of Water Code sections 526 and 527.

vi. Urban Water Management Plan requirements, including the Urban Water Management Planning Act (Water Code, § 10610 et seq.).

vii. Urban Water Demand Management requirements, including the requirements of Section 10608.56 of the Water Code.

viii. Delta Plan Consistency Findings requirements, including the requirements of Water Code section 85225 and California Code of Regulations, title 23, section 5002.

ix. Agricultural Water Management Plan Consistency requirements, including the requirements of Water Code section 10852.

x. Charter City Project Labor Requirements, including the requirements of Labor Code section 1782 and Public Contract Code section 2503.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
C.4.3 Federal Requirements and Cross-Cutters for SRF Funding.

The Recipient acknowledges, warrants compliance with, and covenants to continuing compliance with the following federal terms and conditions for the Useful Life of the Project:

i. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase “iron and steel products” produced outside of the United States on this Project. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all “iron and steel products” used in the Project were or will be produced in the United States. For purposes of this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. “Steel” means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements.

ii. T he Recipient must include in full the Wage Rate Requirements (Davis-Bacon) language incorporated by reference in Section 3 of this Agreement in all construction contracts and subcontracts.

iii. The Recipient must comply with the signage requirements set forth in Exhibit A.

iv. The Recipient shall notify the State Water Board and the USEPA contact of public or media events publicizing the accomplishment of significant events related to this Project and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days’ notice.

v. The Recipient shall comply with applicable EPA general terms and conditions found at EPA
General Terms and Conditions effective November 12, 2020 or later | US EPA.

vi. No Recipient may receive funding under this Agreement unless it has provided its Unique Entity Identifier, assigned by the System for Award management, to the State Water Board.

vii. The Recipient represents and warrants that it and its principals are not excluded or disqualified from participating in this transaction as such terms are defined in Parts 180 and 1532 of Title 2 of the Code of Federal Regulations (2 CFR). If the Recipient is excluded after execution of this Agreement, the Recipient shall notify the Division within ten (10) days and shall inform the Division of the Recipient’s exclusion in any request for amendment of this Agreement. The Recipient shall comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Such compliance is a condition precedent to the State Water Board’s performance of its obligations under this Agreement. When entering into a covered transaction as defined in Parts 180 and 1532 of 2 CFR, the Recipient shall require the other party to the covered transaction to comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR.

viii. To the extent applicable, the Recipient shall disclose to the State Water Board any potential conflict of interest consistent with USEPA’s Final Financial Assistance Conflict of Interest Policy at https://www.epa.gov/grants/epas-final-financial-assistance-conflict-interest-policy . A conflict of
interest may result in disallowance of costs.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
ix. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement.

x. Where an invention is made with Project Funds, USEPA and the State Water Board retain the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention owned by the Recipient. The Recipient must utilize the Interagency Edison extramural invention reporting system at http://iEdison.gov
and shall notify the Division when an invention
report, patent report, or utilization report is filed.

xi. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the Disclosure statement set forth in Exhibit A.

xii. The Recipient acknowledges that it is encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Project.

xiii. The Recipient, its employees, contractors and subcontractors and their employees warrants that it will not engage in severe forms of trafficking in persons, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. The Recipient understands that failure to comply with this provision may subject the State Water Board to loss of federal funds. The Recipient agrees to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement if the Recipient that is a private entity is determined to have violated the foregoing.

xiv. T he Recipient certifies to the best of its knowledge and belief that:
a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with this Agreement, the Recipient shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions, and notify the State Water Board.

The Recipient shall require this certification from all parties to any contract or agreement that the Recipient enters into and under which the Recipient incurs costs for which it seeks reimbursements under this Agreement.

xv. The Recipient must comply with the following federal non-discrimination requirements:

a. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). b. Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
c. The Age Discrimination Act of 1975, which prohibits age discrimination. d. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex.
e. 40 CFR Part 7, as it relates to the foregoing.

xvi. If the Project relates to construction of a publicly owned treatment works, where the Recipient contracts for program management, construction management, feasibility studies, preliminary engineering, design, engineering, surveying, mapping, or architectural related services, the Recipient shall ensure that any such contract is negotiated in the same manner as a contract for architectural and engineering services is negotiated under chapter 11 of title 40, United States Code, or an equivalent State qualifications-based requirement as determined by the State Water Board.

xvii. If the Project relates to construction of a publicly owned treatment works, the Recipient certifies that it has developed and is implementing a fiscal sustainability plan for the Project , except as set forth in Exhibit D, that includes an inventory of critical assets that are a part of the Project, an evaluation of the condition and performance of inventoried assets or asset groupings, a certification that the Recipient has evaluated and will be implementing water and energy conservation efforts as part of the plan, and a plan for maintaining, repairing, and, as necessary, replacing the Project and a plan for funding such activities.

xviii. Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Project the following provisions:

“During the performance of this contract, the contractor agrees as follows: "(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.
“(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. “(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers’ representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
“(d) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. “(e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
“(f) In the event of the contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. “(g) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.”
xix. The Recipient agrees to comply with the requirements of USEPA’s Program for Utilization of Small, Minority and Women’s Business Enterprises.

xx. Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans; 42 USC § 7606; 33 USC § 1368. Except where the purpose of this Agreement is to remedy the cause of the violation, the Recipient may not procure goods, services, or materials from suppliers excluded under the federal System for Award Management: http://www.sam.gov/ .

xxi. Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended; 42 USC §§4601-4655. The Recipient must comply with the Act’s implementing regulations at 49 CFR 24.101 through 24.105.

xxii. The Recipient agrees that if its network or information system is connected to USEPA networks to transfer data using systems other than the Environmental Information Exchange Network or USEPA’s Central Data Exchange, it will ensure that any connections are secure.

xxiii. All geospatial data created pursuant to this Agreement that is submitted to the State Water Board for use by USEPA or that is submitted directly to USEPA must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards may be found at www.fgdc.gov
.

xxiv. If the Recipient is a water system that serves 500 or fewer persons, the Recipient represents that it has considered publicly-owned wells as an alternative drinking water supply. xxv. The Recipient represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit C

xxvi. The Recipient agrees to immediately notify the Project Manager in writing about any allegation of research misconduct involving research activities that are supported in whole or in part with EPA funds under this Project, including fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results, or ordering, advising, or suggesting that subordinates engage in research misconduct.

xxvii. The Recipient agrees to comply with, and require all contractors and subcontractors to comply with, EPA’s Scientific Integrity Policy, available at
https://www.epa.gov/osa/policy-epa-scientific-
integrity, when conducting, supervising, and communicating science and when using or applying the results of science. For purposes of this condition scientific activities include, but are not limited to, computer modelling, economic analysis, field sampling, laboratory experimentation, demonstrating new technology, statistical analysis, and writing a review article on a scientific issue.

The Recipient shall not suppress, alter, or otherwise impede the timely release of scientific findings or conclusions; intimidate or coerce scientists to alter scientific data, findings, or professional opinions or exert non-scientific influence on scientific advisory boards; knowingly misrepresent, exaggerate, or downplay areas of scientific uncertainty; or otherwise violate the EPA’s Scientific Integrity Policy. The Recipient must refrain from acts of research misconduct, including publication or reporting, as described in EPA’s Policy and Procedures for Addressing Research Misconduct, Section 9.C, and must ensure scientific findings are generated and disseminated in a timely and transparent manner, including scientific research performed by contractors and subcontractors.

xxviii. The Recipient agrees to comply with the Animal Welfare Act of 1966 (7 USC 2131- 2156).

Recipient also agrees to abide by the “U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training,” available at http://grants.nih.gov/grants/olaw/references/phspol.htm#USGovPrinciples .

xxix. The Recipient certifies that no Project Funds will be used on:

a. Video surveillance or telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
b. Telecommunications or video surveillance services produced by such entities; c. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country; or
d. Other telecommunications or video surveillance services or equipment in violation of 2 CFR 200.216.
.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit D
EXHIBIT D – SPECIAL CONDITIONS
Technical:

1. The Recipient must develop and adopt a Fiscal Sustainability Plan by December 31, 2023. Final disbursement of the Project will not be processed until the plan is received by the Division of Financial Assistance.

2. The Recipient must submit proof of submittal of the amended Title 22 Engineers Report to Division of Drinking Water prior to construction funds being disbursed. The Final Budget Approval will not be issued without receipt ofthis submittal.

3. The Recipient must submit a copy of the revised Waste Discharge Requirements (including reclamation requirements) with the Project Completion Report. Final disbursement of the Project will not be processed until thenotice is received by the Division of Financial Assistance.

Environmental:

1. The documents identified below are incorporated by reference and the Recipient shall comply with the conditions and recommendations therein:

a. The Informal Consultation letter (reference number: 08ESMF00-2021-I-0396-1) dated March 16, 2021, from Michelle Havens of the United States Fish and Wildlife Service, Sacramento Valley Division (USFWS) to Douglas Eberhardt of the United States Environmental Protection Agency, including, but not limited to, the following:

i. Conservation Measure 1.

b. The Mitigation Monitoring and Reporting Program, dated November 2018, adopted by the City of Woodland on November 6, 2018, for the Project. The Recipient shall implement all mitigation measures therein.

2. The Recipient shall make no changes in the Project, construction area, or special conditions, without obtaining the appropriate and necessary prior approval(s) from the State Water Board and USFWS.

REPORTING TO THE STATE WATER BOARD

1. In the Recipient’s Progress Reports and the Project Completion Report, submitted pursuant to this Agreement, the Recipient shall include a discussion of the status of its compliance with all environmental measures identified in this Exhibit D, with separate sections cle arly labeled with section titles, discussing the status of Recipient’s compliance with:
a. USFWS Conservation Measure 1 for impacts to giant garter snake (Thamnophis gigas) b. Mitigation Measures BIO-1 through BIO-2 for Biological Resources c. Mitigation Measures CUL-1 through CUL-5 for Cultural Resources

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit E

EXHIBIT E – PAYMENT SCHEDULE
See the attached preliminary Payment Schedule. The final Payment Schedule will be forwarded to the Recipient after all disbursements have been paid and construction of the Project has been completed.

Ref
Num
Due
Date
Date
Received
Principal Payment
Interest
Rate%
Interest
Payment
Total P and I
Payment
Total
Payment
Ending
Balance
CPI
Interest
1 7/31/2025
108,279.74

0.550
12,523.46
120,803.20
120,803.20
2,173,738.26

0.00 2
7/31/2026
108,847.64

0.550
11,955.56
120,803.20
120,803.20
2,064,890.62

0.00 3
7/31/2027
109,446.30

0.550
11,356.90
120,803.20
120,803.20
1,955,444.32

0.00 4
7/31/2028
110,048.26

0.550
10,754.94
120,803.20
120,803.20
1,845,396.06

0.00 5
7/31/2029
110,653.52

0.550
10,149.68
120,803.20
120,803.20
1,734,742.54

0.00 6
7/31/2030
111,262.12

0.550
9,541.08
120,803.20
120,803.20
1,623,480.42

0.00 7
7/31/2031
111,874.06

0.550
8,929.14
120,803.20
120,803.20
1,511,606.36

0.00 8
7/31/2032
112,489.37

0.550
8,313.83
120,803.20
120,803.20
1,399,116.99

0.00 9
7/31/2033
113,108.06

0.550
7,695.14
120,803.20
120,803.20
1,286,008.93

0.00 10
7/31/2034
113,730.15

0.550
7,073.05
120,803.20
120,803.20
1,172,278.78

0.00 11
7/31/2035
114,355.67

0.550
6,447.53
120,803.20
120,803.20
1,057,923.11

0.00 12
7/31/2036
114,984.62

0.550
5,818.58
120,803.20
120,803.20
942,938.49

0.00 13
7/31/2037
115,617.04

0.550
5,186.16
120,803.20
120,803.20
827,321.45

0.00 14
7/31/2038
116,252.93

0.550
4,550.27
120,803.20
120,803.20
711,068.52

0.00 15
7/31/2039
116,892.32

0.550
3,910.88
120,803.20
120,803.20
594,176.20

0.00 16
7/31/2040
117,535.23

0.550
3,267.97
120,803.20
120,803.20
476,640.97

0.00 17
7/31/2041
118,181.67

0.550
2,621.53
120,803.20
120,803.20
358,459.30

0.00 18
7/31/2042
118,831.67

0.550
1,971.53
120,803.20
120,803.20
239,627.63

0.00 19
7/31/2043
119,485.25

0.550
1,317.95
120,803.20
120,803.20
120,142.38

0.00 20
7/31/2044
120,142.38

0.550
660.78
120,803.16
120,803.16

0.00 0.00
2,282,018.00
134,045.96
2,416,063.96
2,416,063.96

0.00

3/3/2022
California CWSRF Payment Schedule
Project No. 8384-110 - Woodland, City of
Agreement: D2101047 - based on Actual + Projected Disbursements Spring Lake Recycled Water Project
Interest rate:

0.55000%
Principal is paid over:
20 Years

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit F

EXHIBIT F – TAX CERTIFICATE
F.1 Purpose.

The purpose of this Exhibit F is to establish the reasonable expectations of the Recipient regarding the Project and the Project Funds, and is intended to be and may be relied upon for purposes of Sections 103, 141 and 148 of the Code and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations. This Exhibit F sets forth certain facts, estimates and circumstances which form the basis for the Recipient’s expectation that neither the Project nor the Bond Funded Portion of the Project Funds is to be used in a manner that would cause the Obligation to be classified as “arbitrage bonds” under Section 148 of the Code or “private activity bonds” under Section 141 of the Code.

F.2 Tax Covenant.

The Recipient agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project which would result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code.

F.3 Governmental Unit.

The Recipient is a state or local governmental unit as defined in Section 1.103-1 of the Treasury Regulations or an instrumentality thereof (a "Governmental Unit") and is not the federal government or any agency or instrumentality thereof.

F.4 Financing of a Capital Project.

The Recipient will use the Project Funds to finance capital expenditures it has incurred or will incur for the construction, reconstruction, installation or acquisition of the Project in accordance with the terms of this Agreement. Such expenditures shall not have previously been financed with the proceeds of any other issue of indebtedness except for interim financing by the Recipient, the date of maturity, prepayment or redemption of which is within thirty (30) days of the date of disbursement of Project Funds under this Agreement. All Project Funds shall be allocated to expenditures by the Recipient within thirty (30) days of the date of disbursement, including (if at all) Project Funds allocated to repay interim financing of the Recipient. For purposes of this Section F.4, “interim financing” means notes, commercial paper, loans, lines of credit and other forms of short - term borrowing.

F.5 Ownership and Operation of Project.

The Recipient exclusively owns and, except as provided in Section F.12 hereof, operates the Project.

F.6 Temporary Period.

The Recipient reasonably expects that at least eighty-five percent (85%) of the Bond Funded Portion of the Project Funds will be allocated to expenditures for the Project within three (3) years of the earlier of the effective date of this Agreement or the date the Bonds are issued ("Applicable Date"). The Recipient has incurred, or reasonably expects that it will incur within six (6) months of the Applicable Date, a substantial binding obligation (i.e., not subject to contingencies within the control of the Recipient or a related party) to a third party to expend at least five percent (5%) of the Bond Funded Portion of the Project Funds on Project Costs. The completion of acquisition, construction, improvement and equipping of the Project and the allocation of the Bond Funded Portion of the Project Funds to Project Costs will proceed with due diligence.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit F
F.7 Working Capital.

No operational expenditures of the Recipient or any related entity are being, have been or will be financed or refinanced with Project Funds.

F.8 Expenditure of Proceeds.

The Bond Funded Portion of the Project Funds shall be used exclusively for the following purposes: (i) Reimbursement Expenditures (as defined in Section F.20 below), (ii) Preliminary Expenditures (as defined in Section F.20 below) in an aggregate amount not exceeding twenty percent (20%) of the Bond Funded Portion of the Project Funds, (iii) capital expenditures relating to the Project originally paid by the Recipient on or after the date hereof, (iv) interest on the Obligation through the later of three (3) years after the Applicable Date or one (1) year after the Project is placed in service, and (v) initial operating expenses directly associated with the Project in the aggregate amount not more than five percent (5%) of the Bond Funded Portion of the Project Funds.

F.9 Private Use and Private Payments.

No portion of the Project Funds or the Project is being, has been or will be used in the aggregate for any activities that constitute a Private Use (as defined below). No portion of the principal of or interest with respect to the Payments will be secured by any interest in property (whether or not the Project) used for a Private Use or in payments in respect of property used for a Private Use, or will be derived from payments in respect of property used for a Private Use. "Private Use" means any activity that constitutes a trade or business that is carried on by persons or entities, other than a Governmental Unit. The leasing of the Project or the access by or the use of the Project by a person or entity other than a Governmental Unit on a basis other than as a member of the general public shall constitute a Private Use. Use by or on behalf of the State of California or any of its agencies, instrumentalities or subdivisions or by any local Governmental Unit and use as a member of the general public will be disregarded in determining whether a Private Use exists. Use under an arrangement that conveys priority rights or other preferential benefits is generally not use on the same basis as the general public. Arrangements providing for use that is available to the general public at no charge or on the basis of rates that are generally applicable and uniformly applied do not convey priority rights or other preferential benefits. For this purpose, rates may be treated as generally applicable and uniformly applied even if (i) different rates apply to different classes of users, such as volume purchasers, if the differences in rates are customary and reasonable; or (ii) a specially negotiated rate arrangement is entered into, but only if the user is prohibited by federal law from paying the generally applicable rates, and the rates established are as comparable as reasonably possible to the generally applicable rates. An arrangement that does not otherwise convey priority rights or other preferential benefits is not treated, nevertheless, as general public use if the term of the use under the arrangement, including all renewal options, is greater than 200 days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a renewal option if (i) the compensation for the use under the arrangement is redetermined at generally applicable, fair market value rates that are in effect at the time of renewal; and (ii) the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business.

F.10 No Sale, Lease or Private Operation of the Project.

The Project (or any portion thereof) will not be sold or otherwise disposed of, in whole or in part, to any person who is not a Governmental Unit prior to the final maturity date of the Obligation. The Project will not be leased to any person or entity that is not a Governmental Unit prior to the final maturity date of the Obligation. Except as permitted under Section F.12 hereof, the Recipient will not enter any contract or arrangement or cause or permit any contract or arrangement to be entered with persons or entities that are not Governmental Units if that contract or arrangement would confer on such persons or entities any right to use the Project on a basis different from the right of members of the general public. The contracts or arrangements contemplated by the preceding sentence include but are not limited to management contracts, take or pay contracts or put or pay contracts, and capacity guarantee contracts.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit F
F.11 No Disproportionate or Unrelated Use.

No portion of the Project Funds or the Project is being, has been, or will be used for a Private Use that is unrelated or disproportionate to the governmental use of the Project Funds.

F.12 Management and Service Contracts.

The Recipient represents that, as of the date hereof, it is not a party to any contract, agreement or other arrangement with any persons or entities engaged in a trade or business (other than Governmental Units) that involve the management or operation of property or the provision of services at or with respect to the Project that does not comply with the standards of the Treasury Regulations, Revenue Procedure 97- 13, as modified by Revenue Procedure 2001-39 and IRS Notice 2014-67, or Revenue Procedure 2017-13, as applicable. The Recipient represents that it will not be party to any such contract, agreement or arrangement with any person or entity that is not a Governmental Unit for the management of property or the provision of services at or with respect to the Project, while the Obligation (including any obligation or series thereof issued to refund the Obligation, as the case may be) is outstanding, except: (a) with respect to any contract, agreement or arrangement that does not constitute “private business use” of the Project under Code §141(b), or (b) with respect to any contract, agreement or arrangement that complies with (i) Revenue Procedure 97- 13, 1997-1 C.B. 632, as amended by Revenue Procedure 2001-39, 2001-2 C.B. 38, and as amplified by Notice 2014-67, with respect to contracts entered into before August 18, 2017 and not materially modified or extended after August 18, 2017, or (ii) Revenue Procedure 2017-13, with respect to contracts entered into or materially modified or extended on or after August 18, 2017, or (c) with respect to any contract, agreement or arrangement that does not give rise to use of the Bond Funded Portion of the Project Funds or the Project by a non-Governmental Unit of more than the amount of such non-qualified use permitted by the Code, or (d) in the event that the Recipient receives an opinion of counsel, satisfactory to the State Water Board and the Bank and expert in the issuance of state and local government bonds the interest on which is excluded from gross income under Section 103 of the Code (“Nationally-Recognized Bond Counsel”), that such contract, agreement or arrangement will not adversely affect the exclusion of the interest on the Obligation from gross income for federal income taxation purposes.

F.13 No Disposition of Financed Property.

As of the date hereof, the Recipient does not expect to sell or otherwise dispose of any portion of the Project, in whole or in part, prior to the final maturity date of the Obligation.

F.14 Useful Life of Project.

As of the date hereof, the Recipient reasonably expects that the economic useful life of the Project, commencing at Project Completion, will be at least equal to the term of this Agreement, as set forth i n Exhibit A hereto.

F.15 Payments.

Payments generally are expected to be derived from assessments, taxes, fees, charges or other current Revenues of the Recipient in each year, and such current Revenues are expected to equal or exceed the Payments during each payment period. Any amounts accumulated in a sinking fund or bona fide debt service fund to pay Payments (whether or not deposited to a fund or account established by the Recipient) will be disbursed to pay Payments within thirteen months of the initial date of accumulation or deposit. Any such fund used for the payment of Payments will be depleted once a year except for a reasonable carryover amount not exceeding the greater of earnings on such fund or one-twelfth of the Payments in either case for the immediately preceding year.

F.16 No Other Replacement Proceeds.

The Recipient will not use any of the Bond Funded Portion of the Project Funds to replace or substitute other funds of the Recipient that were otherwise to be used to finance the Project or which are or will be used to acquire securities, obligations or other investment property reasonably expected to produce a yield that is materially higher than the yield on the Bonds.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit F
F.17 No Sinking or Pledged Fund.

Except as set forth in Section F.18 below, the Recipient will not create or establish any sinking fund or pledged fund which will be used to pay Payments on the Obligation within the meaning of Section 1.148- 1(c) of the Treasury Regulations. If any sinking fund or pledged fund comes into being with respect to the Obligation before the Obligation has been fully retired which may be used to pay the Payments, the Recipient will invest such sinking fund and pledged fund moneys at a yield that does not exceed the yield on the Bonds.

F.18 Reserve Amount.

The State Water Board requires that the Recipient maintain and fund a separate account in an amount equal to one (1) year of debt service with respect to the Obligation (the “Reserve Amount”) as set forth in Exhibit B. The Recipient represents that the Reserve Amount is and will be available to pay debt service with respect to the Obligation, if and when needed. The Reserve Amount consists solely of revenues of the Recipient and does not include any proceeds of any obligations the interest on which is excluded from gross income for federal income tax purposes or investment earnings thereon. The aggregate of the Reserve Amount, up t o an amount not exceeding the lesser of (i) ten percent of the aggregate principal amount of the Obligation, (ii) the maximum annual debt service with respect to the Obligation, or (iii) 125 percent of the average annual debt service with respect to the Obligation, will be treated as a reasonably required reserve fund.

F.19 Reimbursement Resolution.

The “reimbursement resolution” adopted by the Recipient is incorporated herein by reference.

F.20 Reimbursement Expenditures.

Reimbursements are disallowed, except as specifically authorized in Exhibit B or Exhibit D of this Agreement. To the extent so authorized, a portion of the Bond Funded Portion of the Project Funds may be applied to reimburse the Recipient for Project Costs paid before the date hereof, so long as the Project Cost was (i) not paid prior to sixty (60) days before the Recipient’s adoption of a declaration of official intent to finance the Project, (ii) not paid more than eighteen (18) months prior to the date hereof or the date the Project was placed- in-service, whichever is later, and (iii) not paid more than three (3) years prior to the date hereof (collectively, “Reimbursement Expenditures”), unless such cost is attributable to a “preliminary expenditure.” Preliminary expenditure for this purpose means architectural, engineering, surveying, soil testing and similar costs incurred prior to the commencement of construction or rehabilitation of the Project, but does not include land acquisition, site preparation and similar costs incident to the commencement of acquisition, construction or rehabilitation of the Project. Preliminary expenditures may not exceed 20% of the Bond Funded Portion of the Project Funds.

F.21 Change in Use of the Project.

The Recipient reasonably expects to use all of the Bond Funded Portion of the Project Funds and the Project for the entire stated term to maturity of the Obligation. Absent an opinion of Nationally-Recognized Bond Counsel to the effect that such use of the Bond Funded Portion of the Project Funds will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code, the Recipient will use the Bond Funded Portion of the Project Funds and the Project solely as set forth in this Agreement.

F.22 Rebate Obligations.

If the Recipient satisfies the requirements of one of the spending exceptions to rebate specified in Section 1.148- 7 of the Treasury Regulations, amounts earned from investments, if any, acquired with the Bond Funded Portion of the Project Funds will not be subject to the rebate requirements imposed under Section 148(f) of the Code. If the Recipient fails to satisfy such requirements for any period, it will notify the State Water Board and the Bank immediately and will comply with the provisions of the Code and the Treasury Regulations at such time, including the payment of any rebate amount calculated by the State Water Board or the Bank.

City of Woodland
Agreement No.: D2101047
Project No.: C-06-8384-110

Exhibit F
F.23 No Federal Guarantee.

The Recipient will not directly or indirectly use any of the Bond Funded Portion of the Project Funds in any manner that would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code, taking into account various exceptions including any guarantee related to investments during an init ial temporary period until needed for the governmental purpose of the Bonds, investments as part of a bona fide debt service fund, investments of a reasonably required reserve or replacement fund, investments in bonds issued by the United States Treasury, investments in refunding escrow funds or certain other investments permitted under the Treasury Regulations.

F.24 No Notices or Inquiries from IRS.

Within the last 10 years, the Recipient has not received any notice of a final action of the Internal Revenue Service that determines that interest paid or payable on any debt obligation of the Recipient is or was includable in the gross income of an owner or beneficial owner thereof for federal income tax purposes under the Code.

F.25 Amendments.

The provisions in this Exhibit may be amended, modified or supplemented at any time to reflect changes in the Code upon obtaining written approval of the State Water Board and the Bank and an opinion of Nationally - Recognized Bond Counsel to the effect that such amendment, modification or supplement will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code.

F.26 Reasonable Expectations.

The Recipient warrants that, to the best of its knowledge, information and belief, and based on the facts and estimates as set forth in the tax covenants in this Exhibit, the expectations of the Recipient as set forth in this Exhibit are reasonable. The Recipient is not aware of any facts or circumstances that would cause i t to question the accuracy or reasonableness of any representation made in the provisions in this Exhibit .

F.27 Assignment.

The Recipient consents to any pledge, sale, or assignment to the Bank or a trustee for the benefit of the owners of the Bonds, if any, at any time of any portion of the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement and the right to make all related waivers and agreements in the name and on behalf of the State Water Board, as agent and attorney-in-fact, and to perform all other related acts which are necessary and appropriate under this Agreement, if any, and the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement to Payments (but excluding the State Water Board's rights to Additional Payments and to notices, opinions and indemnification under each Obligation).

09960.00000\34633279.4
Indian Wells
(760) 568-2611
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(949) 263-2600
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(213) 617-8100
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(310) 643-8448
Ontario
(909) 989-8584
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(916) 325-4000
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3390 University Avenue, 5th Floor, P.O. Box 1028, Riverside, CA 92502 Phone: (951) 686-1450 | Fax: (951) 686-3083 | www.bbklaw.com [Closing Date]
State Water Resources Control Board
Division of Financial Assistance
Attn: Amor Moskaira
1001 I St., 16th Floor
Sacramento, CA 95814
Re: City of Woodland (“City”) – Construction Installment Sale Agreement for Spring Lake Recycled Water Project –Project No. ________ (“Project”) – Agreement No. [________________] (“Agreement”)
Ladies and Gentlemen:

This firm serves as City Attorney to the City in connection with the Project. This opinion is delivered to the State Water Resources Control Board (“State Water Board”) at the request of the City. In connection therewith, we have examined the laws pertaining to the City, copies of the Agreement, between the City and the State Water Board (“Agreement”), the City’s reimbursement resolution No. 7037 adopted April 17, 2018, the City’s authorizing resolution No. 7038 adopted April 17, 2018, and the City’s rate-setting ordinance adopted on April 4, 2017 (collectively, “the Resolutions”), the City’s debt management policy, documents related to each of the Material Obligations as set forth in the Agreement, and such other documents, legal opinions, instruments and records, and have made such investigation of law, as we have considered necessary or appropriate for the purpose of this opinion.

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.

We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur.

In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the City.

As used in this opinion, the phrase "the best of our knowledge and based upon a reasonable investigation" means knowledge as we have obtained from (i) the incumbency and signature

09960.00000\34633279.4
State Water Resources Control Board
[Closing Date]

certificate of the City, (ii) the representations and warranties contained in each of the documents covered under this opinion by the City, and (iii) knowledge of facts or other information currently known to lawyers in this office who have performed legal services for the City.

Based on the foregoing, it is our opinion that:
a. The City, a public agency duly organized, validly existing under the laws of the State of California and has the requisite legal right, power, and authority to execute and deliver the Agreement and carry out and consummate all transactions contemplated therein. b. The Resolutions have been duly adopted at meetings of the City which were called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the Resolutions were adopted. The Resolutions are in full force and effect and have not been amended, modified, supplemented, or rescinded, nor has the rate- setting resolution been challenged or the rates become subject of a referendum or initiative or other similar process.
c. To the best of our knowledge and based upon a reasonable investigation, all proceedings required by law or under the ordinances or bylaws of the City to be taken by the City in connection with the authorization of the Agreement and the transactions contemplated by and related thereto, and all such approvals, authorizations, consents or other orders of or filings or registrations with such public boards or bodies, if any, as may be legally required to be obtained by the City prior to the date hereof with respect to all or any of such matters have been taken or obtained and are in full force and effect, except that no opinion is expressed as to any approvals, obligations or proceedings which may be required under any federal securities laws or state blue sky or securities laws. d. To the best of our knowledge and based upon a reasonable investigation, the execution and delivery of the Agreement and the consummation of the transactions therein will not conflict with or constitute a breach of or default (with due notice or the passage of time or both) under (i) the statutes creating the City or any amendments thereto, (ii) the ordinances of the City, (iii) any bond, debenture, note or other evidence of indebtedness, or any material contract, agreement or lease to which the City is a party or by which it or its properties are otherwise subject or bound or (iv) any applicable law or administrative regulation or any applicable court or administrative decree or order. e. To the best of our knowledge and based upon a reasonable investigation, the City has sufficient property rights in the Project property for the purposes contemplated in the Agreement and has complied with the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601) with respect to any property acquired for the purposes of the Project, and to the best of our knowledge and based upon a reasonable investigation the Project property rights extend in perpetuity.

09960.00000\34633279.4
State Water Resources Control Board
[Closing Date]

f.Kessner et al. v. City of Santa Clara et al. (Santa Clara Co. Sup. Ct. Case Number:
20CV364054) (“Kessner”) is a Proposition 218 lawsuit that was initiated against over 80 public agencies in early 2020. The City is currently a named defendant in Kessner. To the best of our knowledge and based upon a reasonable investigation, other than Kessner v. City of Santa Clara discussed above, there is no other action, suit, proceeding, inquiry or investigation before any court, or by any federal, state, municipal or other governmental authority pending or threatened against or affecting the Project or the City’s water system (the “System”), or the assets, properties, or operations of the City relating to the System, which, if finally determined adversely to the City or its interests would result in any material change in the assets or financial condition of the City, the Project, or the System; and the City is not in default with respect to any order or decree of any court or any order, regulation, or demand of any federal, state, municipal, or other governmental agency, which default might have consequences that would materially and adversely affect the financial condition of the City, the Project, or the System.
g. Without having undertaken any independent investigation as to the accuracy or completeness of information submitted in connection with the Agreement and without having undertaken any review of any financial or statistical information contained therein, no facts have come to our attention which lead us to believe that the City’s authorized representative has made any untrue statement of a material fact or omitted or omits to state a material fact or has made misleading statements in the Agreement. h. The Agreement has been duly authorized, executed, and delivered, and assuming due authorization, execution and delivery of the Agreement by the State Water Board, constitutes legal, valid, and binding obligation of the City enforceable against the City in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, or creditors’ rights generally and to the application of equitable principles, if equitable remedies are sought.

We disclaim any obligation to supplement this opinion letter with regard to events occurring or coming to our attention after the date hereof. The opinions herein are limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. Specifically, without limitation, we do not express herein any opinion as to:
(1) Any matter governed by any laws other than the laws of the State of California or the laws of the United States of America;
(2) Federal tax matters, federal or state securities or blue-sky laws; or (3) The validity and enforceability of any liquidated damages provisions.

No attorney-client relationship exists between you and us. No party other than those to whom this opinion is specifically addressed may rely on the opinions contained herein without our

09960.00000\34633279.4
State Water Resources Control Board
[Closing Date]

express written authorization to do so. As City Attorney to the City in this matter, we have not rendered financial advice to the City and do not represent by this opinion, or otherwise, that we reviewed or made any assessment about, nor do we express any opinion about, the ability of the City to pay debt service or amounts due under the Agreement.

The opinions expressed herein may be affected by actions which may be taken (or not taken) or events which may occur (or not occur) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or occur or are not taken or do not occur.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result.

Respectfully submitted,

DRAFT
January __, 2022
State Water Resources Control Board
Division of Financial Assistance
Attn: Amor Moskaira
1001 I Street, 16th Floor
Sacramento, CA 95814
Re: City of Woodland – Spring Lake Recycled Water Project Project No. -- Agreement No.
(Opinion as Bond Counsel to the City)
Ladies and Gentlemen:

We serve as bond counsel to the City of Woodland (the “City”) for the City’s water system financings. This opinion is delivered to the State Water Resources Control Board (“State Water Board”) at the request of the City in connection with the execution and delivery of the Construction Installment Sale Agreement and Grant (Agreement No. _________) dated as of _______ __, 2022, between the City and the State Water Board (the “Installment Sale Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Installment Sale Agreement.

In that connection, we have been furnished with and have examined copies of (1) the Installment Sale Agreement, (2) Resolution No. ____ authorizing the execution and delivery of the Installment Sale Agreement, adopted by the City Council on _______ __, 2022; (3) Resolution No. 7037 declaring the City’s intention to reimburse expenditures, adopted by the City Council on April 17, 2018; (4) transcripts of the issuance and sale documents related to each of the Senior Obligations, Parity Obligations, and Subordinate Obligations, (5) the City’s tax questionnaire dated December 31, 2018; (6) certificates of the City regarding compliance with Section 5.4 (A) (Additional Contracts and City Revenue Bonds – Debt Service Feasibility) of the Installment Purchase Contract dated February 1, 2011, between the Woodland Finance Authority and the City, and Section 309 (Issuance of Senior Obligations) of the Installment Purchase Agreement dated as of November 1, 2017, between the Woodland-Davis Clean Water Agency and the City, and the attached Coverage Reports of Del Rio Advisors LLC, and (7) such other documents, records, and matters of law as we have considered necessary to render the opinions set forth below.

In rendering this opinion, we have made the assumption that all documents submitted to or reviewed by us are accurate and complete and, if not originals, are true and correct copies of originals. As to questions of fact material to this opinion letter, we have relied upon the representations of the City contained in the Installment Sale Agreement, other representations and information supplied to us by the City and its officers, employees, and representatives, and upon representations and certificates of various public officials. In the course of our representation, nothing has come to our attention that caused us to believe that any of the factual representations upon which we have relied are not true, but we have made no other factual investigations.

When used herein, the phrase “to our current actual knowledge” means that, during the course of our representation of the City, no information that would give us current actual

State Water Resources Control Board
January __, 2022

2164084.1 9127-004
knowledge of the inaccuracy of such statements has come to the attention of those attorneys in the firm who have rendered legal services in connection with the representation described in the introductory paragraph of this opinion letter. However, we have not undertaken any independent investigation or inquiry to determine the accuracy of such statements other than inquiries of officers of the City. Any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the City, either past or present.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, it is our opinion that:

1. The Installment Sale Agreement has been duly authorized and executed by the City and, assuming the due authorization, execution, and delivery thereof by and its enforceability against the State Water Board, the Installment Sale Agreement is a legal, valid, and binding obligation of the City enforceable against the City in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights generally; by the application of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, regardless of whether considered in a proceeding in equity or at law; the possible unavailability of specific performance or injunctive relief; and by the limitations imposed on actions against governmental entities in the State of California.

2. The execution and delivery by the City of the Installment Sale Agreement and compliance with the provisions thereof by the City, to our current actual knowledge, do not result in the breach of any of the provisions of, or constitute a default (with due notice or the passage of time or both) under, any bond, debenture, note, or other evidence of indebtedness or any material contract, agreement or lease to which the City is a party or by which it or its properties are otherwise subject or bound.

The opinions set forth above are further qualified as follows:
(a) Our opinions are limited to the matters expressly set forth herein and no opinion is to be implied or may be inferred beyond the matters expressly so stated. (b) We are licensed to practice law in the State of California; accordingly, the foregoing opinions only apply insofar as the laws of the State of California and the United States may be concerned, and we express no opinion with respect to the laws of any other jurisdiction. (c) We disclaim any obligation to update this opinion for events occurring after the date hereof or any new facts or information that may become known to us after the date of this opinion.

This letter is furnished by us as bond counsel to the City. No attorney-client relationship has existed or exists between our firm and the State Water Board in connection with the Installment

State Water Resources Control Board
January __, 2022

2164084.1 9127-004
Sale Agreement or by virtue of this letter. This letter is delivered to the State Water Board solely for its benefit in connection with the transactions covered by the first paragraph of this letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person or for any other purpose without our prior written approval; provided that the State Water Board may disclose this letter if such disclosure is required by law, including pursuant to the California Public Records Act.

Very truly yours,

KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD,
A Professional Corporation

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TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: April 5, 2022
ITEM #: G.17
SUBJECT: Velocity Island Park - Fifth Amendment to Ground Lease

Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to execute the Fifth Amendment to the Ground Lease with Love Ride Inc. for the Velocity Island Park facility.

Staff Contact:

Erika Bumgardner, Business Development Liaison, (530) 661-5886, [email protected]

Fiscal Impact:

There is no General Fund impact that would result from the ground lease amendment

Background:

On February 5, 2013, the City Council approved a ground lease agreement with Love Ride, Inc. for the development and use of approximately 15 acres of City-owned land formerly referred to as Dubach Stormwater Detention Facility (APN 027-340-002 & 027-270-078). Love Ride, Inc. completed their renovation of the property into a wakeboarding facility and opened Velocity Island Park in July of 2014.

Love Ride, Inc. has successfully operated Velocity Island Park and has continued to make investments in the facility to expand its utilization. Most recently, Love Ride, Inc. added an event space to provide a venue for special events. With the pandemic subsiding, the owners have seen an increased interest in rental of the event venue, particularly for weddings and corporate gatherings. The Ground Lease and ABC License currently allows for the sale and consumption of beer and wine on the premises. Interested parties looking to rent the facility for special events have expressed the desire to be able to serve distilled spirits in addition to beer and wine. To accommodate these requests, Love Ride, Inc. has requested the City consider an amendment to the Ground Lease to allow them to obtain a Type 47 On-Sale General Eating Place license from the State of California, Department of Alcohol and Beverage Control (ABC).

Discussion:

Since initial operation, Love Ride, Inc. has managed and operated the facility with very few incidents. Particularly, with the additional provision of beer and wine sales / consumption at the facility, the owners have demonstrated strict compliance with the conditions of the Lease and license. Staff consulted with the Police Department, who confirmed the owner’s diligence in implementing measures to ensure a safe and compliant operation of the park. The Chief of Police met with the owners to review their request and communicated that the Department has no objection to the requested amendment.

Staff recommends the City Council approve the proposed Fifth Amendment to the Ground Lease to allow for Love Ride, Inc. to obtain a Type 47 On-Sale General Eating Place License which will permit the sale and consumption of beer, wine, and distilled spirits on the premises subject to the conditions of the lease and the license.

Conclusion:

Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to execute the Fifth Amendment to the Ground Lease with Love Ride Inc. for the Velocity Island Park facility.

Attachments:

1. WOODLAND_ Resolution Approving FifthAmendment to VIP Ground Lease-4.5.22

2. Fifth Amendment to Ground Lease Agreement - Velocity Island Park

82093.00006\10600396.2
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIFTH AMENDMENT TO GROUND LEASE AGREEMENT WITH LOVE RIDE, INC.

WHEREAS, the City and Love Ride, Inc. entered into a Ground Lease Agreement (“Lease”) and First Addendum on April 8, 2013, for a portion of City Property located at 755 North East Street in the City of Woodland, as described more fully in the Ground Lease, for purposes of developing and operating a cable tow recreational water park facility known as Velocity Island Park; and
WHEREAS, Love Ride, Inc. has successfully maintained and operated Velocity Island Park for recreational purposes with no major health and safety issues or concerns for approximately eight years; and
WHEREAS, the City and Love Ride, Inc. entered into a First Amendment to the Lease in March 2015 to adjust Love Ride’s required insurance; and WHEREAS, the City and Love Ride, Inc., entered into a Second Amendment to the Lease on June 16, 2015, allowing beer and wine sales at The Black Pearl Grill located within the Velocity Island Park, which requires a Type 41 On-Sale Beer and Wine license from the California Department of Alcohol Beverage Control; and
WHEREAS, the Second Amendment to the Ground Lease approved the construction of an approximately 75 foot by 100 foot skateboard park adjacent to the sandy beach area located near the northeast corner of the site just south of the parking lot; and WHEREAS, the Third Amendment to the Ground Lease approved beer and wine sales locted within the defined areas of Velocity Island Park, expanded the hours of operation to 10 pm, and allowed the Community Development Director to determine the significance of a Special Event and requirements for such an event at the Park.

WHEREAS, the Fourth Amendment to the Ground Lease approved the installation and operation of a floating aqua park and dedicated swim area to the facility.

WHEREAS, the Tenant desires to further amend the Lease to upgrade the allowed ABC license privileges to a type 47 On-Sale General Eating Place license.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Woodland hereby determines that the Fifth Amendment to the Lease Agreement is exempt from further CEQA review under CEQA Regulations 15061(b)(3), 15301, and 15303, and authorizes the City Manager to execute the Fifth Amendment to the Ground Lease Agreement with Love Ride Inc. for

82093.00006\10600396.2
Velocity Island Park (Exhibit A), to allow Tenant to apply for, and if approved by, obtain a type 47 On-Sale General Eating Place license.

PASSED AND ADOPTED by the City Council of the City of Woodland this 5th day of April, 2022 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Mayra Vega, Mayor
ATTEST: APPROVED AS TO FORM:

Ana B. Gonzalez Ethan Walsh
City Clerk City Attorney

82093.00006\10600396.2
Exhibit A, Fifth Amendment

CITY OF WOODLAND

FIFTH AMENDMENT TO GROUND LEASE AGREEMENT
(Velocity Island Park)
This Fifth Amendment to Ground Lease Agreement (“Fifth Amendment”) is made as of April 5, 2022, by and between the CITY OF WOODLAND, a California municipal corporation (“City”) and LOVE RIDE INC., a Delaware corporation d/b/a Velocity Island Park (“Tenant”).

City and Tenant are sometimes collectively referred to herein as the “parties.”

RECITALS
A.City and Tenant entered into a Ground Lease Agreement (“Lease”) and an Addendum to the Lease as of April 8, 2013, for a portion of City Property generally located at 755 North East Street in the City of Woodland, and more specifically identified as Yolo County Assessor’s Parcel Numbers 027-340-002 and 027-270-078, as described more fully in the Lease and which is referred to as the Leased Land; and
B. The City and Tenant amended the Lease (“First Amendment”) on or around March 3, 2015, to reduce the general liability insurance required from Five Million Dollars to Three Million Dollars ($3,000,0000) per occurrence, which limit may be satisfied by a combination of primary and umbrella policies; and
C.The First Amendment also added Section 6.9 to the Lease, requiring that Tenant provide certain audits, safety reports, testing reports, OSHA complaints, and other records relating to its use of the Leased Land to City within specified time periods; and D.The Second Amendment also amended Section 2 of the Lease, permitting the Tenant to include an on-site restaurant and a skateboard park; and E.The Second Amendment also replaced Section 2.3 of the Lease requiring the tenant to Comply with City’s Conditions and CEQA Mitigation Measures; and F. The Second Amendment also added Section 12.1.4 of the Lease, which required the Tenant to maintain occurrence version liquor liability insurance or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence, which limit may be satisfied by a combination of primary and umbrella policies; and G.The Second Amendment amended Sections 1 and 25 of the Conditions of Approval of the Planning Conditions as approved on June 16, 2015; and H.The parties subsequently amended the Lease by the Third Amendment, which amended Sections 23, 24, and 25 of the Conditions of Approval of the Planning Commission as approved on August 8, 2015; and
I. On May 17, 2016, the Fourth Amendment to the Lease was executed to allow Tenant to install and operate a floating aqua park and dedicated swimming area.

J. Tenant has successfully maintained and operated a cable park at the Leased Land, known as “Velocity Island Park,” for recreational purposes with no reported health and safety issues or concerns for approximately eight years; and
K.Tenant desires to further amend the Lease to permit Tenant to upgrade the ABC license privileges to a type 47 On-Sale General Eating Place license.

AGREEMENT
NOW THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant hereby agree as follows:

2. Amendment to Exhibit “A” Conditions of Approval. Conditions of approval number 24 of the Conditional Use Permit Conditions of Approval, as set forth in Exhibit B of the Lease, is hereby amended to read as follows:

24. Beer, wine, and distilled spirits sales and consumption shall be allowed within the fenced/leased portion of the wakeboard park, including the beach, island, silo event space, and café/grill patio area. All sales and consumption of alcohol shall occur during wakeboard park and/or café/grill operating hours up to 12 AM. During hours that alcohol is being served, owner shall provide security to monitor premises, including the parking lot which shall have a zero tolerance standard for possession or consumption of alcohol strictly enforced.

Appropriate safety precautions shall be adhered to including but not limted to, ID checks to ensure minors are not served alochol and rider/aqua park wristbands shall be cut upon ordering alcohol from the café/grill or silos event space, after which time, a new wristband shall not be issued.

Applicant shall comply with all provisions and requirements of Department of Alcoholic Beverage Control including obtaining a Type 47 On-Sale General Eating Place license prior to sales.

Applicant shall also comply with the requirements for on-sale liquor establishments not within the Central Business District Zone (Zoning Ordinance Section 25-21-70 (c)(2)). Sales of alcohol outside of these provisions may only occur through the issuance of a Special Events Permit.

If issues pertaining to the sale or consumption of alcohol should arise, either through reported incidence or upon inspection/monitoring by the City, the City shall have the ability to require additional security and/or safety measures pertaining to the sale or consumption of alcohol or may, at its discretion, restrict the areas where alcohol may be sold or consumed.

3. General Provisions.

A. Authority to Enter Fifth Amendment. Each party represents to the other that the person executing this Fifth Amendment has the requisite power and authority to execute this Fifth Amendment and to bind each respective party.

B. Execution in Counterparts. This Fifth Amendment may be executed in duplicate counterparts, each of which shall be deemed an original.

C. No Other Changes to Agreement. Except as expressly amended by this Fifth Amendment, all terms and conditions set forth in the Lease, the Addendum, the First Amendment, the Second Amendment, Third Amendment, and the Fourth Amendment, not otherwise amended herein, shall remain in full force and effect.

D. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Lease.

IN WITNESS WHEREOF, this Fifth Amendment is executed by the Parties as of the date set forth below (the “Effective Date”).

LANDLORD:

CITY OF WOODLAND,
a California municipal corporation
By:

Ken Hiatt
City Manager
Date:

Attest:

By:

Ana B. Gonzalez
City Clerk
TENANT:

LOVE RIDE INC.,
a Delaware corporation
By:

Name: ________________________
Title: _________________________
Date:

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: April 5, 2022
ITEM #: H.18
SUBJECT: Final District Map for Adoption

Recommendation for Action: Staff recommends that the City Council:

1. Hold a public hearing and receive public input on Final City Council District Map; and

2. Adopt Ordinance No. 1683, an Ordinance of the City Council of the City of Woodland Regarding By- District Elections, Adjusting the Boundaries of City Council Election Districts and Confirming Such Revised Council District Boundaries, as Reflected in the Attached Map.

Background:

Every ten years, cities with district elections must use new census data to review and, if needed, redraw district lines to reflect how local populations have changed. This process, called redistricting, ensures all districts have nearly equal population. Additionally, the Fair Maps Act requires that, to the extent practicable, district lines will be adopted using the following ranked order criteria:

1. geographically contiguous districts (each city council district should share a common border with the next)

2. the geographic integrity of local neighborhoods or communities shall be respected in a manner that minimizes its division

3. the geographic integrity of a city shall be respected in a manner that minimizes its division

4. easily identifiable boundaries that follow natural or artificial barriers (rivers, streets, highways, rail lines, etc.)

5. lines shall be drawn to encourage geographic compactness. In addition, boundaries shall not be drawn for purposes of favoring or discriminating against a political party.

The redistricting process for the City of Woodland must be completed, pursuant to state law, by April 17, 2022.

Advisory Redistricting Commission
At the June 1, 2021 Council meeting, the City Council approved the formation of the Advisory Redistricting Commission (ARC) to draft and submit preliminary council district map(s) for the Council's consideration.

Since its formation, the ARC conducted six community workshops and held two public hearings to receive public comments on communities of interest and draft district maps. In developing their recommendation, the ARC received and evaluated more than a dozen proposed maps submitted by community members (attached). The Commission also engaged with the Teen Advisory Board and received questions and input from these youth on the district boundaries. The ARC reviewed the comments and proposed maps received during the outreach and at their March 2, 2022 meeting voted to unanimously recommend a Draft Map to the City Council.

Discussion:

At their March 15, 2022 meeting the City Council held a public hearing to receive comments on the proposed map and provide direction / take action on a final map. The Council ultimately voted to approve a map referred to as Community Submission 11 which had many similarities to the ARC's recommended map with a few differences to the boundaries, particularly Districts 4 and 5 (Attachment 2). These boundary differences

provide balanced distribution of population that factors in projected future growth in District 5 as well as more simplified district boundary lines.

TABLE: SUMMARY OF FINAL DISTRICT MAP

If approved as part of the hearing on April 5, 2022, the attached City Council District Map will establish the new district boundaries. The City Clerk will transmit the Ordinance and the new Council District Map to the Yolo County Board of Supervisors and Elections Office prior to the April 17th deadline.

Conclusion:

Staff recommends that the City Council:

1. Hold a public hearing and receive public input on Final City Council District Map; and

2. Adopt Ordinance No. 1683, an Ordinance of the City Council of the City of Woodland Regarding By- District Elections, Adjusting the Boundaries of City Council Election Districts and Confirming Such Revised Council District Boundaries, as Reflected in the Attached Map.

Prepared by: Ana B. Gonzalez, City Clerk

Attachments:

1. Ord_1683 approving Redistricting Final Map

2. FinalRedistrictingMap

ORDINANCE NO. 1683

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

WOODLAND, CALIFORNIA REGARDING BY-DISTRICT ELECTIONS,

ADJUSTING THE BOUNDARIES OF CITY COUNCIL ELECTION

DISTRICTS AND CONFIRMING SUCH REVISED COUNCIL DISTRICT

BOUNDARIES, AS REFLECTED IN THE ATTACHED MAP
WHEREAS, the United States Census Bureau is required by Article I, Section 2, of the United States Constitution to conduct an accurate count of the population every ten years; and WHEREAS, California Elections Code § 21601 requires that following each decennial federal census, and using that census as a basis, the Council shall, by ordinance or resolution, adjust the boundaries of any or all of the Council election districts of the City so that the districts shall be substantially equal in population as required by the United States Constitution, California Constitution, and the Federal Voting Rights Act. In establishing the boundaries of the districts the Council must give consideration to the following factors in the following priority: (a) contiguity of districts, (b) respecting communities of interest, (c) drawing easily identifiable districts through use of natural or artificial boundaries and (d) compactness of territory in districts; and WHEREAS, California Elections Code § 21602 requires that the Council adopt an ordinance amending Council districts no later than April 17, 2022; and WHEREAS, on September 27, 2021, the Census Bureau sent 2020 Census data to the State of California with an official population estimate of 61,032 residents for the City of Woodland; and
WHEREAS, the Advisory Redistricting Commission for the City of Woodland (the ARC) held six community workshops and two public hearings on October 12, 2021 and February 24, 2022, and the City Council of City of Woodland held two public hearings on March 15, 2022 and April 5, 2022, where the ARC and the Council heard public testimony, and directed staff to prepare draft Council district maps for consideration; and
WHEREAS, at the March 15, 2022 public hearing, the City Council agreed on the proposed Map, designating it as the preferred map and directing that it be introduced and adopted by ordinance; and
WHEREAS, at each of the public hearings on redistricting, the Council considered, and provided opportunity to the public to give testimony on, issues relating to “communities of interest,” which led the Council to reach the following determinations about communities of interest on the preferred map, as required under federal and state law:
(1) The election districts are geographically contiguous. The districts are arrayed in a simple and logical form without any islands and with minimal intrusions from the area of one district into another;

(2) To the extent practicable, the preferred map respects the geographic integrity of local neighborhoods and local communities of interest.
(3) The election districts are easily identifiable and understandable by residents. The districts in the preferred map form a relatively simple pattern. (4) To the extent practicable, the election districts are geographically compact. Their configurations for the most part are compact, simple shapes, with nearby populations included in the same districts.
(5) The election districts are balanced in terms of total population and voting age population. The districts are well within the one-person/one-vote deviations permitted under federal and state voting rights laws.
(6) The election districts conform to concentration of minority voters. The preferred map creates two majority/minority voting districts; and WHEREAS, all information in the staff reports, maps, presentations, Council discussion and public testimony referenced above is hereby incorporated into this decision and serves as evidentiary basis for these findings and legislative decision.

THE CITY COUNCIL OF THE CITY OF WOODLAND DOES HEREBY ORDAIN AS FOLLOWS:

Section 1. This Ordinance is adopted following four noticed public hearings as required by California Elections Code section 21607.1.

Section 2. City Council elections shall continue to be conducted "by districts" in five districts as set forth in Exhibit A. The term “by district” shall mean election of members of the legislative body by voters of the district alone, as provided in Government Code Section 34871(d).

Section 3. The district boundaries established as set forth in Exhibit A shall replace and supersede the district boundaries established by City Council Ordinance No. 1561.

Section 4. The City Manager is directed to take all necessary steps to give effect to this Ordinance. If necessary to facilitate the implementation of this Ordinance, the City Manager or his or her designee is authorized to make technical adjustments to the election district boundaries that do not substantively affect the populations in the districts, the eligibility of candidates, or the residence of elected officials within any district. The City Manager shall consult with the City Attorney concerning any technical adjustments deemed necessary and shall advise the City Council of any such adjustments required in the implementation of the districts.

Section 5. The City Clerk is hereby directed to provide a certified copy of this Ordinance to the Yolo County Registrar of Voters for use in subsequent Woodland City Council Elections.

Section 6. If any section, subsection, subdivision, sentence, or clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective
Section 7. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published in a newspaper of general circulation printed and published within the City of Woodland, pursuant to all legal requirements.

INTRODUCED at a regular meeting of the City Council held on the 15 th day of March, 2022 and PASSED AND ADOPTED by the City Council of the City of Woodland at a regular meeting of the City Council held on the 5th day of April, 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Mayra Vega, Mayor
ATTEST: APPROVED AS TO FORM:

Ana B. Gonzalez, City Clerk Ethan Walsh, City Attorney
Attachment: Exhibit A – City Council District Map (April 5, 2022)

§¨¦
5 §¨¦
5 P
I
O
N
E
E
R
A
V
E

N EAST ST

BEAMER ST

MAIN ST

K E N T U C K Y A V E

COURT ST
COUNTY ROAD 102
N WEST
ST

WEST ST

GIBSON RDW G I B S O N R D

E G I B S O N R D

E B E A M E R S T

N PIONEER AVE

W MAIN ST

W BEAMER ST

W K E N T U C K Y A V E

W COURT ST
C O U N T Y R O A D 2 5 A

EAST ST

E M A I N S T E MAIN ST
COUNTY ROAD 98

E KENTUCKY AVE
COUNTY
ROAD 102
|ÿ
113
|ÿ
113
District 1
11,806
District 2
12,191
District 3
12,581
District 4
12,673
District 5
11,781

CITY COUNCIL DISTRICT MAP
(APRIL 5, 2022)

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: April 5, 2022
ITEM #: I.19
SUBJECT: Grant Agreement - Boys and Girls Club

Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to enter into a Grant Agreement to provide City funding for a Woodland Branch of the Boys and Girls Club contingent on approval of matching funding from Yolo County and appropriating $1,400,000 in General Fund reserve balances.

Staff Contact:

Ken Hiatt, City Manager, (530) 661-5802, [email protected]

Fiscal Impact:

The City will provide up to $700,000 to be used for the initial start-up and three years of operational expenses for the Woodland Branch of the Boys and Girls Club. The City has submitted a request to Yolo County to match this commitment. If approved, the County would allocate their funding to the City through a sub- recipient or similar agreement. All funds would then be disbursed by City over a three year period as outlined in the Agreement.

The City was allocated $11.1 million in American Rescue Plan Act (ARP) funding from the federal government. A significant portion of this funding ($10 million) can be used by the City to pay for general government functions, which has, in turn, created some limited-term and one-time funding flexibility in the City’s General Fund. The proposed allocation of funding is consistent with the ARP spending plan review and approved by the City Council at their March 15th meeting. The funds for this project will be allocated from the General Fund reserve balance, and an appropriation of this money is recommended.

Council Goals
The proposal implements a key quality of life strategy identified in the 2022/23 City Council Priority Goals and Strategic Actions that calls for providing opportunities for youth to thrive.

Background:

The former Cross Court Fitness Club at 433 West Court Street was recently purchased by a local family with a vision of establishing a youth center serving children within the Woodland community. The family has since entered into an agreement with the Boys and Girls Club of Greater Sacramento to gift the facility to the organization with a commitment to operate a Woodland Branch Clubhouse. In addition, the family is overseeing and funding the conversion and renovation of the facility which is nearly complete.

The Boys and Girls Club anticipates receiving title to the property in May 2022 and is planning to open the Clubhouse by late Summer. To establish a new Charter, the Boys and Girls Club of America requires demonstration of funding commitments to establish and sustain the operation of the Clubhouse for the initial three years. The local family who purchased the property approached the City in 2021 to inquire regarding potential funding support for operation of the Clubhouse. Given the compelling need and immediate impact the Clubhouse would have in supporting youth in the community, the City has indicated strong interest in providing funding for the project. To this end, the City Council has included funding in its American Rescue Plan spending plan and submitted a request to the County that they consider matching the City’s commitment to the project.

Discussion:

The Boys and Girls Club of Greater Sacramento is a well established non-profit organization and affiliated with the national organization who’s mission is to provide young people with a sense of belonging, usefulness, influence and competence. The Boys and Girls Club focuses on reaching into the most vulnerable neighborhoods to provide a safe place for youth to learn, grow and be hopeful about their future despite the adversity and challenges they are facing. Daily programs focus on three critical areas of youth development:

Academic Success and Career Readiness
Good Character and Leadership
Healthy Behaviors and Lifestyle choices
The attached proposal outlines the Boys and Girls Club approach to serving youth and includes a summary of the specific programs and services that will be provided at the Woodland Branch. The Woodland Clubhouse amenities that are currently under renovation and will support these programs include:

2 Technology Hubs
Library
Art Room
Café
Dedicated Teen Space
2 Games Rooms
2 Gymnasiums
Squash Court
Racquetball Court
Outdoor Sports Area
The project would not be possible without the generous private donation of over $2,100,000. The facility, upon completion of renovation, is scheduled to be deeded to the Boys and Girls Club of Greater Sacramento. This is anticipated to occur in early May. The proposed grant with the City would provide the necessary funding to cover the start-up costs, the first year of operating expenses, and approximately 2/3rds of the annual operating costs for years 2 and 3. The remaining funding needed will be raised through a private fundraising led by the Boys and Girls Club.

Staff is requesting Council authorization to enter into an agreement with Boys and Girls Club that includes the following terms, contingent on the County’s approval of matching grant funds:
City will provide $700,000 in funding, with a match of $700,000 from Yolo County, to assist with initial start-up and three years of operating expenses
The funds will be disbursed annually, with initial $600,000 disbursed in two payments - $300,000 upon receipt of title to the property and $300,000 upon opening of the Clubhouse Funding for years 2 and 3 will be disbursed at the first and second anniversary date of initial opening in the amount of $400,000
Funding for years 2 and 3 is contingent on Boys and Girls Club securing additional funding support necessary to sustain full operation for the coming year

Boys and Girls Club to own, maintain, and operate the Clubhouse for purpose of delivering programs to support Woodland youth ages 6-18 years of age Programs shall be scaled to accommodate an average on-site daily attendance of approx. 150 youth and teens
Clubhouse will operate year-round, 5-days a week (with exception of holidays) Clubhouse will provide after-school programs during the hours of 2:00pm – 6:00pm as well as summer camps scheduled in accordance with the school district’s calendar Boys and Girls Club to pursue program partnerships with other local youth serving organizations Annual program and financial reports shall be submitted to the City City provided access to Clubhouse for community programs and events when not in use by Boys and Girls Club

If approved, it is anticipated that the Clubhouse will be ready to open by September of 2022.

Conclusion:

Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to enter into a Grant Agreement to provide City funding for a Woodland Branch of the Boys and Girls Club contingent on approval of matching funding from Yolo County and appropriating $1,400,000 in General Fund reserve balances.

Attachments:

1. Woodland Project Proposal3.10.22

2. Resolution - Boys and Girls Club Grant Agreement

3. Boys Girls Club Grant Agreement

GREAT FUTURES START HERE.

When the bell rings at the end of each school day, thousands of children transition from the classroom into their out-of-school routines. For some, this means heading home where they are met by a parent who offers a snack, helps them with homework, and drives them to soccer practice or piano lessons. But for too many children in our communities, after school options are far less certain, stable or safe.

Providing Great Futures for over 26 years

Sacramento was the last capital city in the United States to open a Boys & Girls Club.

Spearheaded by Fred Teichert, the Sacramento organization was incorporated in October 1993.

What began as a way to support thousands of youth who had no place to go after school, to combat juvenile crime, and meet the needs of our most at risk kids, the Boys & Girls Club continues to be a beacon of hope and home away from home for thousands of young people, ages 6-18, each year.

The Boys & Girls Clubs of Greater Sacramento continues its strong history because we remain rooted in the Youth Development Framework that provides our young people with a sense of belonging, usefulness, influence and competence. After 26 years of responding to the needs of youth throughout the region – from housing projects to juvenile hall, from school sites to club sites – the Boys & Girls Club continues to reach into the most vulnerable neighborhoods to provide a safe place for youth to learn, grow and be hopeful about their future despite the adversity and challenges they are facing outside of our club walls.

With our staunch commitment to serving youth from disadvantaged circumstances the Boys & Girls Club continues to find ways, through even the toughest of times, to preserve its fundamental programming for youth. By focusing on its core services, strengthening its community ties and forging new partnerships the Boys & Girls Clubs of Greater Sacramento continues to find innovative ways to broaden our reach and deepen the impact we have across the region.

The Boys & Girls Club provides essential support to the communities we serve; offering young people the structure, stability and tools to thrive. Clubs combat food insecurity among children by providing nutritious snacks and meals, which are especially important during the summer months when schools are out of session. Club members receive critical academic support which helps to close the achievement gap that many youth and teens are facing. Club

participation increases school attendance, homework completion and engagement in school – which ultimately raises graduation rates and test scores. Clubs provide working parents with peace of mind knowing that their child is in a safe and supervised space during the out-of- school hours.

DEEPENING THE IMPACT

At the Boys & Girls Club, we ensure that our members have the best possible chance for a successful future - we achieve this goal with our Formula For Impact that includes:

1. Creating a world class club experience in which young people can thrive and that includes a place that is physically, emotionally and socially safe; a fun, friendly and welcoming environment; and an atmosphere that is vibrant and engaging;

2. Offering a variety of diverse programs and activities where young people explore their interests, test their talents and build personal and marketable skills;

3. Providing targeted programs for youth in the critical areas of academics and career development, character and leadership and healthy lifestyles; and

4. Providing positive role models who deliver consistent and sustained guidance.

Data consistently confirms that regular Club attendance leads to a decrease in high school dropout and truancy rates, drug use and other risky behaviors as well as increases academic performance, positive behavior and healthy lifestyle choices. Daily programs at the Boys & Girls Club focus on three critical areas of development:

 Academic Success and Career Readiness
 Good Character and Leadership
 Healthy Behaviors and Lifestyle Choices

The Club offers an array of programs and activities not always available during the traditional school day. Boys & Girls Club programs give students opportunities for growth and learning they might not find elsewhere.

BROADENING OUR REACH

In the early ‘90s, when a group of local community leaders began envisioning a Boys & Girls Club in Sacramento, a number of neighboring communities were identified as having both great promise and great need. Woodland was, and is, one of those communities.

With over 10,000 students in Woodland, 53% of which qualify for free and reduced lunches, low income youth are struggling with their academic performance as 66% of students are below grade level in math, 40% are reading below grade level and only 44% of graduating high school seniors meet UC/CSU entrance requirements. Even the most promising and motivated young people growing up in Woodland face an uphill battle to overcome the challenges of generational poverty, violence, and limited access to critical resources. The Boys & Girls Club is excited to become a part of a conscious and concerted community-wide effort alongside educators, law enforcement, City and County leaders to support Woodland’s most precious

asset – its young people.

The Solution - Woodland Branch of the Boys & Girls Club

Over the last year, the Boys & Girls Clubs of Greater Sacramento has been working with key partners to make the vision of a Boys & Girls Club in Woodland a reality. This committed partnership, along with dedicated community supporters, provides the opportunity for Woodland youth to have a Club of their very own; giving access to life-changing programs, critical resources, and the opportunities needed to stay on track for a Great Future.

It is with much excitement that we share that the former Cross Court Athletic Club has been undergoing a complete transformation. This facility was specifically identified as an ideal destination for a Boys & Girls Club because of its central location, unmet need in the neighborhood, proximity to schools, and community visibility. The Woodland Club will serve over 2,000 youth annually to include an average daily attendance at the Clubhouse of 150 youth and teens; along with other youth served on school campuses and through community outreach events.

The Woodland Branch will include:

• 2 Games Rooms
• Racquetball Court
• Squash Court
• Café
• 2 Technology Hubs
• 2 Gymnasiums
• Art Room
• Library
• Dedicated Teen Space
• Outdoor Sports Area
GREAT FUTURES Begin Today

In support of our committed efforts to prepare Woodland’s youth for the future, the Boys & Girls Club is working with community leaders on the required components of establishing this new location as an official chartered Club site with Boys & Girls Clubs of America including:

 A Safe Facility (site approval required by Boys & Girls Clubs of America once renovation plans are complete)
 Establishment of a Woodland Advisory Committee

 Sustainability of Facility Expenses and Program Operations (3 years of operating income identified and committed) *Draft budget attached
 Develop partnerships with law enforcement, school district, City and County champions, local agencies

TIMELINE

Fall 2021- May 2022 Facility Renovations
June 2022 Club Set-Up & Preparation
June-July 2022 Recruitment, Hiring & Training of Staff June-August 2022 Member Recruitment & Orientation
August 2022 Ribbon Cutting/Media Event
Fall 2022 Grand Opening

FUNDING REQUEST

The Boys & Girls Clubs of Greater Sacramento is a proud affiliate of Boys & Girls Club of America, and draws on the evidence based programming and best practices provided by the national organization. However, local organizations are 100% self-sufficient, governed by a local board of directors, supported by grants and local contributions.

In most cases, a community would need to facilitate a Capital Campaign to raise funds for a construction/renovation project to open a new Boys & Girls Club. Thanks to an “angel investor”, the Cross Court transformation project is an incredibly generous gift to the youth and City of Woodland. In addition, all Boys & Girls Club locations have an established budget and prior to a site becoming a charted Boys & Girls Club, sustainable revenue must be identified and committed. It is critical that the sustainability of this program is supported by the Woodland community for generations to come.

When the Woodland Branch opens, we will have a tremendous job ahead of us – to get Woodland kids back on track to their Great Future. We will have to eradicate learning losses and make sure kids do not slip through the cracks. Long-term, the Club will be vital to rebuilding the community post-pandemic. And, maybe most importantly at the Club, kids and teens will get to be kids again:
playing with friends, spending time with mentors, discovering talents, and becoming who they are meant to be.

The Boys & Girls Clubs of Greater Sacramento respectfully requests a 3-year commitment of $600,000.00 annually to support the programs at the Woodland Branch of the Boys & Girls Club. This investment will help the Club identify additional agencies that will support the long term sustainability of the Club and ensure high-quality operations and programming. A detailed breakdown of how these dollars will be allocated can be found in the attached budget.

By opening the door to a Boys & Girls Club, kids enter an extraordinary place where everyone believes in them, everyone supports their dreams and every adult is dedicated to helping them

be their best. On behalf of the Boys & Girls Club and the young people in Woodland, thank you for your thoughtful consideration of this request.

Personnel Year 1 Year 2 Year 3
Area Director $15,600 $15,600 $15,600
Branch Manager (FT-HRLY) $58,240 $58,240 $58,240
Teen Director (FT-HRLY) $47,840 $47,840 $47,840
Front Desk (FT-HRLY) $43,680 $43,680 $43,680
Program Assistant (8) $178,176 $178,176 $178,176
Subtotal Personnel $343,536 $343,536 $343,536
Taxes & Benefits $54,453 $54,453 $54,453
Total Personnel $397,989 $397,989 $397,989
Program Costs
Program Supplies $12,000 $12,000 $12,000
Youth T-Shirts $2,500 $2,500 $2,500
Visions Tracking $3,000 $3,000 $3,000
Program Start-Up $25,000
Total Program $42,500 $17,500 $17,500
Facility
Utilities, Maintenance, Etc. (Est.) $100,000 $100,000 $100,000 Total Facility $100,000 $100,000 $100,000
Administrative Costs
Staff Uniforms $2,000 $2,000 $2,000
Site Cell Phone $480 $480 $480
IT $1,500 $1,500 $1,500
Site Fees $4,000 $4,000 $4,000
Office Supplies $2,000 $2,000 $2,000
Marketing $2,000 $2,000 $2,000
Total Admin $11,980 $11,980 $11,980
Subtotal $552,469 $527,469 $527,469
15% Indirect Cost $82,870 $79,120 $79,120
Total Cost $635,339 $606,589 $606,589
BGC Woodland 3 Year Draft Budget
Program Notes
*Staffing costs are based on serving 125 youth daily.
*Staffing expenses will potentially increase when capacity is evaluated.

RESOLUTION NO._____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND

AUTHORIZING THE CITY MANAGER TO ENTER INTO A GRANT AGREEMENT

TO PROVIDE CITY FUNDING FOR A WOODLAND BRANCH OF THE BOYS AND

GIRLS CLUB CONTINGENT UPON APPROVAL OF MATCHING FUNDS FROM YOLO COUNTY AND TO APPROPRIATE $1,400,000 IN FUNDING
WHEREAS, the COVID-19 pandemic has accentuated the need for programs and services that serve the youth in the community; and
WHEREAS, providing opportunities for youth to thrive is a key strategy identified in the City Council Priority Goals for 2022/23; and
WHEREAS, Boys and Girls Club of Greater Sacramento has been gifted a fully renovated facility at 433 West Cross Street to open and operate a Woodland Branch Clubhouse; and
WHEREAS, the City desires to provide funding needed to establish and operate the new Woodland Branch Clubhouse that, when opened, will provide valuable resources and programs serving youth ages 6 to 18 years of age in Woodland; and WHEREAS, the City has submitted a request to Yolo County (County) for consideration to match the City’s funding commitment, and
WHEREAS, if approved, the City and County will enter into a sub-recipient agreement providing the County’s matching funds to the City and designating the City as the administering agency of the grant funds.

NOW THEEFORE BE IT RESOLVED:

Section 1: The City Council of the City of Woodland hereby authorizes the City Manager to execute a grant agreement, contingent upon approval of matching funds by Yolo County and entering into the requisite agreements with Yolo County for such matching funds, to provide funding for the start-up and initial 3-years of operating expenditures of the Woodland Branch of Boys and Girls Club at 433 West Court Street.

Section 2: The City Manager, in consultation with the City Attorney, is hereby authorized to make clarifying and confirming changes to the Agreement, including any changes necessary to conform any conditions of the County funding.

Section 3: The Fiscal Year 2021/22 budget is hereby amended to appropriate $1,400,000 to the General Fund (Fund 101).

PASSED AND ADOPTED by the City Council of the City of Woodland at a regular meeting of the City Council held on the 5th day of April, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Mayra Vega, Mayor
ATTEST:

Ana B. Gonzalez, City Clerk

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GRANT AGREEMENT
(Woodland Boys and Girls Club)
THIS GRANT AGREEMENT (this "Agreement") is made as of April , 2022, by and between BOYS AND GIRLS CLUBS OF GREATER SACRAMENTO, a California non-profit corporation ("Grantee"), and the CITY OF WOODLAND, a California corporation ("Grantor").

RECITALS
A. Grantee facilitates youth development programs, for youth ages 6-18, during the after-school hours and summer months. Grantee’s mission is to inspire and enable all young people, especially those who need us most, to reach their full potential as productive, caring, responsible citizens. Grantee currently operates multiple locations throughout the region; all of which are chartered by the national organization Boys and Girls Clubs of America. Grantee is being gifted a fully renovated building and property located in the City of Woodland at 433 West Cross Street, as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the “Clubhouse”).

B. Grantor desires to make a grant to assist in the start-up and initial three years of operating expenses for a Boys and Girls Club in Woodland. In exchange for such Grant, Grantee will establish and run programs to serve Woodland youth ages 6 to 18 years of age.

C. In addition to funds set aside by Grantor to assist Grantee as set forth herein, Grantor is receiving funds from the County of Yolo, which funds are also intended to be passed through to Grantee to be used for the start-up and initial three years of operating expenses for a Boys and Girls Club in Woodland.

D. Grantor and Grantee desire to enter into this Agreement to establish the terms pursuant to which Grantor will provide funding to Grantee, and the purposes for which such funding shall be used by Grantee.

NOW THEREFORE, IN CONSIDERATION of the mutual agreements, obligations, and representations, and in further consideration for the making of the Grant, Boys and Girls Clubs of Greater Sacramento and the City of Woodland hereby agree as follows:

AGREEMENT
ARTICLE 1. GRANT

1.1. Grant. By and subject to the terms of this Agreement, Grantor agrees to make a grant to Grantee in the amount of ONE MILLION FOUR HUNDRED THOUSAND DOLLARS ($1,400,000) (the “Grant”) to be used by Grantee to establish and operate for the initial three years, a Woodland Branch of the Boys and Girls Club. The Grant shall be used by Grantee solely and exclusively for the purposes set forth in Section 1.2, below, and for no other purpose unless otherwise specifically approved by Grantor in writing.

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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 2 1.2. Use of Grant Funds. Grantee shall use the Grant for facility and program expenses associated with the operation of a Woodland Branch of Boys and Girls Club at 433 West Court Street consistent with the operational requirements set forth in this Agreement. The Grant funds shall be used by Grantee solely for the costs associated with initial start-up and operations of the Clubhouse, including costs of program materials and supplies, utilities, personnel, and administration (Operational Costs) consistent with the operational budget as described in Section 1.4 of this Agreement.

1.3. Operational Requirements. As a condition of the making of the Grant, Grantee commits that it shall own, maintain, and operate the Clubhouse for the purpose of delivering programs to support Woodland youth ages 6 to 18 years of age. The Clubhouse and programs shall be scaled to accommodate an average on-site daily attendance of approximately 150 youth and teens. Grantee, further commits that it will deliver programs and engage in community outreach events in partnership with other community organizations, including the City of Woodland Community Services, Woodland Police Athletic League, Woodland Joint Unified School District, Yolo County Office of Education, and Yolo County Housing Authority. Grantee will operate after-school programs during the hours of 2:00PM-6:00PM as well as a summer camp scheduled in accordance with the school district’s schedule. Clubhouse will operate year- round, 5-days a week, with the exception of designated holidays.

1.4. Reporting Requirement. On or prior to 180-days after opening of the Clubhouse, and again twelve months after initial opening of the Clubhouse, Grantee shall submit to Grantor a program and financial report. The report shall include a detailed summary of the programs provided and youth served as well as a detailed monthly operational budget for the initial six months of operation. Grantor shall review the report and provide Grantee with any additional information request within 30 days of receipt of the report.

1.5. City Use of Clubhouse. As consideration of Grant Funds, Grantee shall offer the City of Woodland (City) use of the facility for youth and family related programs during hours that the Clubhouse is not in use by Grantee. Within 60-days of Effective Date of this Agreement, Grantee and Grantor shall execute a Facility Use Agreement detailing the terms for the City’s use of the facility.

1.6. Additional Grant Funding Commitment. Grantor commits to use reasonable efforts assist Grantee in securing funding necessary to sustain the ongoing operation of the Clubhouse, including but not limited to providing additional grant funds, to the extent that funds are available, as determined by Grantor in its sole discretion..

1.7. Effective Date. The effective date ("Effective Date") of this Agreement shall be the date first stated above.

ARTICLE 2. DISBURSEMENT

2.1 Disbursement. Grant funds shall be disbursed to Grantee in the payment disbursements as follows:

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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 3 Disbursement 1. The first payment in the amount of THREE HUNDRED THOUSAND DOLLARS $300,000 shall be made upon Grantee’s demonstration of ownership of fee title to the Clubhouse.

Disbursement 2. The second payment of THREE HUNDRED THOUSAND DOLLARS $300,000 shall be made upon initial opening and first day of program availability for youth and teens at the Clubhouse.

Disbursement 3 and 4. The third and fourth payments of FOUR HUNDRED THOUSAND DOLLARS $400,000 each shall be made on the first and second anniversary dates of the initial opening of the Clubhouse and are both contingent upon Grantee’s demonstration of additional funding commitments sufficient to operate for the following year.

Grantee shall make four draw requests of the Grantor for disbursement of Grant funds up to the full amount of the Grant to pay Operational Costs associated with the Clubhouse (“Draw Request”) at the times and in the amounts set forth above. Such Draw Requests shall be supported by supporting documentation as may be reasonably requested by Grantor to document the costs for which the disbursements shall be used. Within thirty (30) days of receipt of a Draw Request from Grantee, Grantor shall either (i) disburse Grant funds to Grantee in accordance with the Draw Request, or (ii) notify Grantee in writing that the Grantor has denied the Draw Request with a written explanation why the Draw Request is denied. Grounds for denial of the Draw Request may include (i) that Grantee has not demonstrated that it has secured fee title to the Clubhouse prior to the first disbursement; (ii) that Grantee has not opened the Clubhouse and made programing available as contemplated by this Agreement prior to the second disbursement; (iii) the Grantee has not continued to operate the Clubhouse and make programming available in accordance with this Agreement, or Grantee has not provided evidence satisfactory to City that Grantee has secured additional funding commitments sufficient to operate for the following year prior to the third and fourth disbursements; or (iv) Grantee is otherwise in material default of this Agreement.

2.2. Disbursed Funds. The disbursement of Grant funds shall be used by Grantee solely for the purposes for which the funds have been disbursed as described in this Agreement.

ARTICLE 3. COVENANTS, REPRESENTATIONS AND WARRANTIES
Grantee makes the following covenants, representations and warranties which, in all material respects, are true and correct as of the Effective Date and continuing thereafter:

3.1. Authority. Grantee has complied with all laws and regulations concerning its organization, existence and transaction of business. Grantee has, or at all appropriate times shall have, properly obtained all permits and complied with all other applicable statutes, laws, regulations, codes and ordinances applicable to Grantee's operations.

3.2. Enforceability. Grantee is authorized to execute, deliver and perform under this Agreement and this Agreement is a valid, binding, and enforceable obligation of Grantee.

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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 4 3.3. No Violation. Grantee's undertakings in this Agreement do not violate any applicable statute, law, regulation, code or ordinance or any order or ruling of any court or governmental entity, or conflict with, or constitute a breach or default under, any agreement by which Grantee is bound or regulated. Grantee is not in violation of any statute, law, regulation, code or ordinance, or of any order of any court or governmental entity. There are no claims, actions or proceedings pending or, to Grantee's knowledge, threatened against Grantee.

3.4. Accuracy. All reports, documents, instruments, information and forms of evidence delivered to Grantor by Grantee or at Grantee's direction, concerning the Grant or required by this Agreement are accurate, correct and sufficiently complete to give Grantor true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission.

3.5. Obligation to Refrain from Discrimination. Grantee covenants and agrees for itself, its successors, its assigns and every successor in interest, that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of any property or in the provision of any services by Grantee hereunder, nor shall Grantee or any person claiming under or through Grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, or vendees of any property or in the provision of any services by Grantee hereunder.

ARTICLE 4. EVENT OF DEFAULT

4.1. Default. The following shall constitute an event of default (hereinafter "Event of Default") under this Agreement:
(a) There shall be a failure to comply with any term, obligation, covenant or condition contained in this Agreement, provided, however, that Grantee shall not be in default if Grantee, after Grantor sends written notice demanding cure of such failure, (a) cures the failure within ten (10) days, or (b) if the cure requires more than ten (10) days, immediately commences to cure the failure and thereafter diligently prosecutes such cure to completion within thirty (30) days after giving notice of the default.

ARTICLE 5. MISCELLANEOUS PROVISIONS

5.1. Expenses. In the event that Grantee violates any rules, regulations, laws and/or executive orders relating to the expenditure of the Grant funds, and such violation(s) result in Grantor incurring expenses and/or making payments attributable to some or all of the funds received by Grantee, the Grantee shall pay to Grantor, on the demand of Grantor, all of said expenses incurred by Grantor and all of the payments made by Grantor as a result of Grantee’s said violation(s). Grantee shall pay Grantor immediately upon demand all reasonable costs and expenses incurred by Grantor in connection with the enforcement or satisfaction by Grantor of any of Grantee's obligations under this Agreement.

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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 5 5.2. Indemnity. Grantee hereby indemnifies Grantor against, and holds Grantor harmless from, any losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees) which Grantor may incur as a direct or indirect consequence of: (i) the making of the Grant, or (ii) any failure at any time of any of Grantee's representations or warranties to be true and correct in any material respect, or (iii) any act or omission by Grantee, or other person or entity with respect to any of the obligations of or services provided by Grantee hereunder. Grantee shall pay immediately upon Grantor's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate of interest which shall be the lower of the highest rate then allowed by law or 10%. The indemnity set forth herein shall not extend to losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses which Grantor, or any of them, incur to the extent that such are caused by any Grantor's gross negligence or willful misconduct.

5.3. Further Assurances. At Grantor's request and at Grantee's expense, Grantee shall execute, acknowledge and deliver any other instruments and perform any other acts necessary, desirable or proper (as determined by Grantor) to carry out the purposes of this Agreement or to perfect and preserve any liens created by this Agreement.

5.4. Form of Documents. The form and substance of all documents, instruments, and forms of evidence to be delivered to Grantor under the terms of this Agreement shall be subject to Grantor's approval and shall not be modified, superseded or terminated in any respect without Grantor's prior written approval.

5.5. No Third Parties Benefited. No person other than Grantor and Grantee and their successors and assigns shall have any right of action under this Agreement.

5.6. Notices. All written notices and demands under this Agreement shall be deemed served upon delivery or, if mailed, upon the date shown on the delivery receipt (or the date on which delivery was refused as shown on the delivery receipt) after deposit in United States Postal Service certified mail, postage prepaid, return receipt requested, or after delivery or attempted delivery by an express delivery service, and addressed to the address of Grantee or Grantor appearing below. Notice of change of address may be given in the same manner.

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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 6 Grantor's Address:

Boys and Girls Club of Greater Sacramento
5212 Lemon Hill Avenue
Sacramento, CA 95824
Attn: Kimberly Key
Grantee's Address:

City of Woodland
Attn: City Manager
300 First Street
Woodland, CA 95695
With a copy to:

Ethan Walsh
Best Best & Krieger LLP
500 Capitol Mall, Suite 1700
Sacramento, CA 95814

5.7. Actions. Following written notice to Grantee, Grantor may commence, appear in or defend any action or proceeding purporting to affect this Agreement or any of the obligations or services to be provided by Grantee hereunder, or the rights, duties or liabilities of Grantee or Grantor under this Agreement. In exercising this right, Grantor may incur and pay costs and expenses including without limitation, attorneys' fees and court costs and Grantee agrees to pay all such expenses so incurred or paid with interest thereon from the date of such demand at the rate of interest which shall be the highest rate then allowed by law.

5.8. Relationship of Parties. The relationship of Grantee and Grantor under this Agreement is, and shall at all times remain, solely that of grantee and grantor. Grantor neither undertakes nor assumes any responsibility or duty to Grantee or to any third party with respect to the Grant or any obligations or services provided by Grantee hereunder, except as expressly provided in this Agreement. Nothing contained in this Agreement or in any other document or instrument made in connection with this Agreement shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between Grantor and Grantee. Grantor shall not be in any way responsible for the debts, losses, obligations or duties of Grantee.

5.9. Grantor's Delay. Grantor shall not be liable in any way for Grantor's failure to perform or delay in performing under this Agreement unless such failure or delay is the result of Grantor's gross negligence or willful misconduct, and Grantor may suspend or terminate all or any portion of Grantor's obligations under this Agreement if Grantor's delay or failure results directly or indirectly from, or is based upon, the action, inaction, or purported action, of any governmental or local authority, or any war (whether declared or not), rebellion, insurrection, strike, lock-out, boycott or blockade (whether presently in effect, announced or in the sole judgment of Grantor deemed probable), or any act of God, or any other cause or event beyond Grantor's control.

5.10. Attorneys' Fees; Enforcement. If any attorney is engaged by Grantor to enforce, construe or defend any provision of this Agreement, or as a consequence of any Event of Default

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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 7 under this Agreement, with or without the filing of any legal action or proceeding, Grantee shall pay to Grantor, immediately upon demand, the amount of all attorneys' fees and costs incurred by Grantor in connection therewith, together with interest thereon from the date of such demand at the rate of interest which shall be the lower of the highest rate then allowed by law or 10%.

5.11. Assignment. Grantee shall not assign Grantee's interest under this Agreement, or in any monies due or to become due thereunder, without Grantor's prior written consent. Any assignment made without Grantor's consent shall be void. Grantee recognizes that this is not an ordinary grant and that Grantor would not make this grant except in reliance on Grantee's expertise and reputation and Grantor's knowledge of Grantee. Grantor is relying on Grantee's expertise and prior experience to provide the services set forth herein in accordance with the terms of this Agreement.

5.12. Severability. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from this Agreement and the remaining parts shall remain in full force as though the invalid, illegal, or unenforceable portion had never been part of this Agreement.

5.13. Heirs, Successors and Assigns. The terms of this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties.

5.14. Rights Cumulative, No Waiver. All Grantor's rights and remedies provided in this Agreement, granted by law or otherwise, are cumulative and may be exercised by Grantor at any time. Grantor's exercise of any right or remedy shall not constitute a cure of any Event of Default unless all sums then due and payable to Grantor under this Agreement are repaid and Grantee has cured all other Event of Defaults. No waiver shall be implied from any failure of Grantor to take, or any delay by Grantor in taking, action concerning any Event of Default or failure of condition under this Agreement, or from any previous waiver of any similar or unrelated Event of Default or failure of condition. Any waiver or approval under this Agreement must be in writing and shall be limited to its specific terms.

5.15. Time. Time is of the essence of each term of this Agreement.

5.16. Headings. All headings appearing in any of this Agreement are for convenience only and shall be disregarded in construing this Agreement.

5.17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Grantee and all persons and entities in any manner obligated to Grantor under this Agreement consent to the jurisdiction of any state court within the State of California having proper venue and also consent to service of process by any means authorized by California law.

5.18. Integration; Interpretation. This Agreement contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated herein and supersede all prior negotiations. This Agreement shall not be modified except by written instrument executed by all parties. Any reference in this Agreement to the obligations and services to be provided by Grantee under this Agreement shall include all or any of the obligations or services anticipated to be provided by Grantee hereunder.

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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 8 5.19. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument.

5.20. Conflicts of Interest. No member, official or employee of Grantor shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. The Grantee warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.

5.21. Nonliability of Grantor Officials and Employees. No member, official or employee of Grantor shall be personally liable to the Grantee in the event of any default or breach by Grantor or for any amount which may become due to the Grantee or on any obligations under the terms of this Agreement.

5.22. Nonliability of Grantee Officials and Employees. No member, official or employee of the Grantee shall be personally liable to Grantor in the event of any default or breach by the Grantee or for any amount which may become due to Grantor or on any obligations under the terms of this Agreement.
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City of Woodland—Woodland Branch of Boys and Girls Club Grant Agreement 9 Date:

APPROVED AS TO FORM:

Ethan Walsh, City Attorney
CITY OF WOODALND, a California
municipal corporation
Ken Hiatt, City Manager
"GRANTOR"
Date:

BOYS AND GIRLS CLUB OF GREATER
SACRAMENTO, a California non-profit
corporation
By:

Its:
"GRANTEE"