Loading...
HomeMy WebLinkAbout2020-08-19 PacketPage 1 of 7 City Council Regular Meeting AGENDA Civic Center Council Chamber ♦ 300 Seminary Avenue ♦ Ukiah, CA 95482 Register for Ukiah City Council Regular Meeting at: https://attendee.gotowebinar.com/rt/993588385031958539  After registering, you will receive a confirmation email containing information about joining  the webinar. Alternatively, you may view the meeting (without participating) by clicking on the  name of the meeting at www.cityofukiah.com/meetings.  August 19, 2020 ­ 6:00 PM 1. ROLL CALL     2. PLEDGE OF ALLEGIANCE     URGENCY ITEM      a. Urgency Item­Ratification of a Resolution Declaring a Local Emergency Due to Extreme Heat  Conditions and Potential Curtailment of Electrical Services, and Receive a Status Report    Recommended Action: Council to consider ratification of a resolution declaring a local  emergency related to the extreme heat conditions and potential curtailment of electrical services,  and receive a status report.      Attachments:  1.Proclamation of Local Heat Emergency 2.Resolution Ratifying Declaration of Local Emergency       3. PROCLAMATIONS/INTRODUCTIONS/PRESENTATIONS      3.a. Proclamation in Honor of the 100th Anniversary of the 19th Amendment to the Unites States  Constitution.    Recommended Action: Read and Present Proclamation.     Attachments:  1.Proclamation ­ Women's Suffrage       Page 1 of 658 Page 2 of 7  3.b. Proclamation Recognizing August 20, 2020 to September 20, 2020, as Relay For Life Month,  Supporting the American Cancer Society.    Recommended Action: Read and Present Proclamation.     Attachments:  1.Proclamation ­ Relay for Life       4. PETITIONS AND COMMUNICATIONS     5. APPROVAL OF MINUTES      5.a. Approval of the Minutes for the August 5, 2020, Regular Meeting.    Recommended Action: Approve the Minutes of August 5, 2020, Regular Meeting, as submitted.     Attachments:  1.2020­08­05 Draft Minutes       6. RIGHT TO APPEAL DECISION       Persons who are dissatisfied with a decision of the City Council may have the right to a review of that decision by a court. The  City has adopted Section 1094.6 of the California Code of Civil Procedure, which generally limits to ninety days (90) the time  within which the decision of the City Boards and Agencies may be judicially challenged.     7. CONSENT CALENDAR       The following items listed are considered routine and will be enacted by a single motion and roll call vote by the City Council.  Items may be removed from the Consent Calendar upon request of a Councilmember or a citizen in which event the item will  be considered at the completion of all other items on the agenda. The motion by the City Council on the Consent Calendar will  approve and make findings in accordance with Administrative Staff and/or Planning Commission recommendations.      7.a. Report of Disbursements for the Month of June 2020.    Recommended Action: Approve the Report of Disbursements for the Month of June 2020.      Attachments:  1.June 2020 Summary of Disbursements 2.Account Codes for Reference  3.Object codes for Reference 4.June 2020 Disbursement Detail        7.b. Notification of Purchase of Services from Arrow Fencing in the Amount of $6,050 for Materials   and Installation of a Replacement Gate for the Corporation Yard, and Approval of  Corresponding Amendment.    Recommended Action: Receive notification of Purchase of Services from Arrow Fencing in the  amount of $6,050 for Materials and Installation of a replacement gate for the Corporation Yard,  and approval of Corresponding Amendment.     Attachments:  1.Quote       Page 2 of 658 Page 3 of 7  7.c. Award of Purchase of Back­Up Power Generators for the Water and Wastewater Divisions from  MULTIQUIP, Inc. in the Amount of $117,690, and from Pac Machine Company in the Amount  of $52,467, as Approved in the Fiscal Year 2020­2021 Capital Budget.    Recommended Action: Award of purchase of Back­Up Power Generators for the Water and  Wastewater Divisions from MULTIQUIP, Inc. in the amount of $117,690, and from Pac Machine  Company in the amount of $52,467, as approved in the Fiscal Year 2020­2021 Capital Budget.      Attachments:  1.Bid Tabulation 2.MULTIQUIP 3.Pac Machine        7.d. Approval of Notice of Completion for the Bush & Low Gap Electric Improvement Project,  Specification No. 20­05, and Approve Final Payment and the 5% Retention  to Wipf  Construction, LLC.    Recommended Action: Approve Notice of Completion for the Bush & Low Gap Electric  Improvement Project, Specification No. 20­05, and direct the City Clerk to file the Notice of  Completion with the County Recorder.      Attachments:  1.Bush and Low Gap Bid Spec No 20­05 COMBINED 2.2020­8­19 Notice of Completion­Bush & Low Gap Re­Configuration        7.e. Approval of Notice of Completion for the Todd Grove Park Electric Service Upgrade,  Specification No. 20­07, and Approve Final Payment and the 5% Retention  to Wipf  Construction, LLC.    Recommended Action: Approve Notice of Completion for the Todd Grove Park Electric Service  Upgrade, Specification No. 20­07, and direct the City Clerk to file the Notice of Completion with  the County Recorder.      Attachments:  1.Todd Grove Park Bid Specification COMBINED  2.Notice of Completion­Todd Grove Park        7.f. Notification to City Council of the Purchase of Utility Grade Aerial Infrared Thermal Survey  Equipment in the Amount of $24,560.02 (EUD)    Recommended Action: Receive report on the purchase of utility grade Ariel Infrared Thermal  Survey Equipment in the amount of $24,560.02     Attachments:  1.P.O. #46787­Aerial Infrared Thermal Survey Equipt.        7.g. Award of Contract to Pavement Coatings Company in the Amount of $330,494 for the 2020  Slurry Seal of Local Streets and Approval of Corresponding Budget Amendment.    Recommended Action: Award of contract to Pavement Coatings Company in the amount of  $330,494 for the 2020 Slurry Seal of Local Streets and Approval of Corresponding Budget  Amendment.      Attachments:  1.Bid Results Spec 20­01 Slurry Seal 2.Apparent Low Bid       Page 3 of 658 Page 4 of 7  7.h. Award of Contract to DC Electric Group, Inc. in the Amount of $29,895 Plus Applicable  Sales Tax for the Replacement of the Traffic Signal Video Detection System at the Intersection  of East Perkins Street and North Orchard Avenue.    Recommended Action: Award of Contract to DC Electric Group, Inc. in the amount of $29,895  plus applicable sales tax for the replacement of the Traffic Signal Video Detection System at the  intersection of East Perkins Street and North Orchard Avenue.     Attachments:  1.DC Electric Quote        7.i. Approval of Amendment No. 2 with SMB Environmental in the Amount of $25,000 for Additional  CEQA Support Services for the Ukiah Landfill Closure Project.    Recommended Action: Approval of Amendment No. 2 with SMB Environmental in the Amount of  $25,000 for Additional CEQA Support Services for the Ukiah Landfill Closure Project.      Attachments:  1.Amendment 1 2.Proposal from SMB 3.Proposed Amendment 2       8. AUDIENCE COMMENTS ON NON­AGENDA ITEMS       The City Council welcomes input from the audience. If there is a matter of business on the agenda that you are interested in,  you may address the Council when this matter is considered. If you wish to speak on a matter that is not on this agenda, you  may do so at this time. In order for everyone to be heard, please limit your comments to three (3) minutes per person and not  more than ten (10) minutes per subject. The Brown Act regulations do not allow action to be taken on audience comments in  which the subject is not listed on the agenda.     9. COUNCIL REPORTS     10. CITY MANAGER/CITY CLERK REPORTS     11. PUBLIC HEARINGS (6:15 PM)      11.a. Water Rate Protest Hearing and Adoption of Water Rate Resolution.    Recommended Action: Conduct protest hearing on proposed adjustments to water rates and  adopt the associated resolution implementing those rate adjustment effective October 1, 2020.       Attachments:  1.2020 Final Water Rate Study 6­24­20 2.Received Protests 3.Ukiah Water Rate Hearing Aug 19 2020 4.Water Rate Resolution 8­19­20       Page 4 of 658 Page 5 of 7  11.b. Public Hearing on and Consideration of City Adopting Resolution Authorizing (1) Series 2020A  Lease Revenue Bonds to Reimburse the City for the Cost to Purchase, Renovate, and Improve  City Facilities and (2) 2020B Lease Revenue Bonds to Pay Off a Portion of the City’s Unfunded  Accrued Liability with CalPERS    Recommended Action: City Council adopt the attached resolution (Attachments 1) authorizing  staff to move forward with the financing strategy as presented.       Attachments:  1.A1 ­ Resolution_of_the_City_Draft_08­06­20 (GFE) 2.A2 ­ Resolution_of_the_Authority_Draft_08­06­20 (GFE) 3.A3 ­ Ukiah_2020A_Site_Lease_ 4.A4 ­ Ukiah_2020B_Site_Lease_ 5.A5 ­ Ukiah_2020A_Lease_Agreement_ 6.A6 ­ Ukiah_2020B_Lease_Agreement_ 7.A7 ­ Ukiah_2020A_Assignment_Agreement_ 8.A8 ­ Ukiah_2020B_Assignment_Agreement_ 9.A9 ­ Ukiah_Indenture_ 10.A10 ­ Ukiah 2019­20 Pension Report 200214 11.A11 ­ Ukiah UAL Restructuring Analysis 200812 12.A12 ­ Ukiah_Memorandum_of_2020A_Lease_Agreement_       12. UNFINISHED BUSINESS      12.a. Receive Status Report and Consider Any Action or Direction Related to the Novel Coronavirus  (COVID­19) Emergency Including Operational Preparedness and Response; Continuity of City  Operations and Services; Community and Business Impacts; and Any Other Related Matters.    Recommended Action: Receive status report and consider any action or direction related to the  Novel Coronavirus (COVID­19) Emergency including operational preparedness and response;  continuity of City operations and services; community and business impacts; and any other  related matters.     Attachments: None        12.b. Annual Report Regarding the Visit Ukiah Program and Authorization for City Manager to  Negotiate and Execute Performance Agreement between the Greater Ukiah Chamber of  Commerce and the City of Ukiah for Continued Administration of the Program for Fiscal Year  2020­21.    Recommended Action: Receive a presentation regarding the Visit Ukiah program and consider  authorizing the City Manager to negotiate and execute a performance agreement between the  Greater Ukiah Chamber of Commerce and the City of Ukiah for the continued administration of  the program.     Attachments:  1.Greater Ukiah Chamber of Commerce 2019­07­01       Page 5 of 658 Page 6 of 7  12.c. Receive Report Regarding the Economic Development and Financing Corporation (EDFC);  Consideration of Request for Funding from EDFC; and Request for Authorization for the City  Manager to Negotiate and Execute Performance Agreement Between the City of Ukiah and  EDFC.    Recommended Action: Receive report regarding the Economic Development and Financing  Corporation (EDFC); consider request for funding from EDFC; and authorize the City Manager to  negotiate and execute Performance Agreement between the City of Ukiah and EDFC.      Attachments:  1.Performance Agreement_EDFC_1920 2.EDFC 2019­2020 ANNUAL­Ukiah Report        12.d. Discuss and Consider Approval of Resolution Confirming an Emergency Order of the City  Manager of the City of Ukiah in His Capacity as the Director of Emergency Services extending  the operation period of the Inland Winter Homeless Shelter located at 1045 South State Street  in Ukiah through April 30, 2021.      Recommended Action: 1.  Approve Resolution confirming Emergency Order of the City Manager  of the City of Ukiah, in his capacity as the Director of Emergency  Services for the City, extending  the operation period of the Inland Winter Homeless Shelter located at 1045 South State Street in  Ukiah through April 30, 2021.     Attachments:  1.Confirming Shelter Extension Emergency Order to April 30 2021        12.e. Receive Report Regarding Review of Ordinance for Development of Operating Standards for  Community Gardens, Live Entertainment, Outdoor Dining, Sidewalk Cafes, and Specialty Food  and Beverage Sales with Tasting; and Provide Direction to Staff as Necessary    Recommended Action: Receive report and provide direction to Staff as necessary.     Attachments:  1.Attachment 1­ Ordinance No. 1167        12.f. Receive Report Regarding Annual Review of Ordinance for the Regulation of Shopping Cart  Containment and Retrieval, and Provide Direction as Necessary.    Recommended Action: Receive report from Staff and provide direction as necessary.      Attachments:  1.Ordinance No. 1187 Shopping Cart Containment and Retrieval 2.Ordinance No. 1191 Amending Shopping Cart Containment and Retrieval Ordinance       Page 6 of 658 Page 7 of 7  12.g. Continued Discussion and Possible Adoption of Resolution Amending Procedures for Annual  Appointment and Rotation of Mayor, Vice Mayor, and City Councilmembers.    Recommended Action: 1) Conduct a discussion per staff recommendations; and 2) If Council  decides to go with the proposed method of rotation, then adopt Resolution A or B, depending on  which option Council chooses; or 3) If Council decides not to go with the proposed method, then  give direction to the ad hoc and staff.      Attachments:  1.Dais Seating 2.Mayor Rotation Scenarios 3.Resolution ­ Redline 4.Resolution A 5.Resolution B       13. NEW BUSINESS      13.a. Receive Updates on City Council Committee and Ad Hoc Assignments, and, if Necessary,  Consider Modifications to Assignments and/or the Creation/Elimination of Ad Hoc(s).     Recommended Action: Receive report(s).  The Council will consider modifications to committee  and ad hoc assignments along with the creation/elimination ad hoc(s).          Attachments:  1.2020 City Council Special Assignments ­ 07­06­20       14. CLOSED SESSION ­ CLOSED SESSION MAY BE HELD AT ANY TIME DURING THE MEETING     15. ADJOURNMENT     Please be advised that the City needs to be notified 72 hours in advance of a meeting if any specific accommodations or interpreter services are needed  in order for you to attend.  The City complies with ADA requirements and will attempt to reasonably accommodate individuals with disabilities upon  request.  Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are available for public  inspection at the front counter at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, CA  95482, during normal business hours, Monday through  Friday, 8:00 am to 5:00 pm.   I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the bulletin board at the main  entrance of the City of Ukiah City Hall, located at 300 Seminary Avenue, Ukiah, California, not less than 72 hours prior to the meeting set forth on this  agenda. Kristine Lawler, City Clerk Dated: 8/14/20   Page 7 of 658 Page 1 of 2 Agenda Item No: a. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-536 AGENDA SUMMARY REPORT SUBJECT: Urgency Item-Ratification of a Resolution Declaring a Local Emergency Due to Extreme Heat Conditions and Potential Curtailment of Electrical Services, and Receive a Status Report DEPARTMENT: City Manager / Admin PREPARED BY: David Rapport, City Attorney, Tami Bartolomei, Office of Emergency Management Coordinator PRESENTER: Sage Sangiacomo, City Manager Tami Bartolomei, Emergency Management Coordinator ATTACHMENTS: 1. Proclamation of Local Heat Emergency 2. Resolution Ratifying Declaration of Local Emergency Summary: Council will consider ratification of a Resolution declaring a local emergency due to extreme heat conditions and potential curtailment of electric services, and receive a status report. Background: On August 12, 2020, the National Weather Service issued an Excessive Heat Watch for Mendocino County due to above-average afternoon temperatures that were expected to develop and continue through Saturday. August 13, 2020, the National Weather Service revised the Excessive Heat Watch to an Excessive Heat Warning as temperatures were expected to reach as high as 105 degrees in some areas. In addition to the Excessive Heat Warning on August 15, 2020, the National Weather Service issued a Fire Weather Watch followed by a Red Flag Warning on August 16, 2020. California’s record-breaking persistent heat wave has put an extraordinary strain on the California Independent System Operator (ISO) electric systems. The California ISO manages the flow of electricity across the high- voltage, long-distant power lines. When energy demand reaches capacity California ISO notifies electric utilities like the City of Ukiah to prepare to start rotating power outages throughout California. These rotating outages are implemented to prevent more widespread and serious loss of power. On August 16, 2020, the Governor of the State of California responded to the extreme heat conditions caused by the statewide heat wave which began on August 14, 2020, by issuing a Proclamation of State of Emergency (“Governor’s Proclamation”) under the authority of California Government Code Section 8625. On August 18, 2020, under the Ukiah City Code §5125 when the City Council is not in session, the City Manager, operating as Director of Emergency Services in the Emergency Operations Center, may proclaim a local emergency. Under Ukiah City Code Section 5130, in a declared local emergency City Manager has the authority to promulgate orders and regulations to provide for the protection of life and property, when necessary to preserve the public order and safety (Attachment 1). Discussion: Whenever a local emergency is proclaimed by an authorized City officer, including the City Manager, City Council shall take action to ratify the proclamation within seven (7) days thereafter or the proclamation shall have no further force or effect. The City recognizes the imminent threat of the record-breaking heat wave and that is why staff is recommending that Council ratify the City Manager’s Proclamation of the Existence of a Local Emergency with the attached resolution (Attachment 2). Page 8 of 658 Page 2 of 2 Recommended Action: Council to consider ratification of a resolution declaring a local emergency related to the extreme heat conditions and potential curtailment of electrical services, and receive a status report. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: N/A Page 9 of 658 ATTACHMENT 1 Page 10 of 658 Page 11 of 658 Page 12 of 658 ATTACHMENT 2 RESOLUTION NO. 2020-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH, CALIFORNIA, RATIFYING PROCLAMATION NO. 20-01 DECLARING THE EXISTENCE OF A LOCAL EMERGENCY THE CITY COUNCIL OF THE CITY OF UKIAH DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, Ukiah City Code Section 5125 empowers the City Manager, as the Director of Emergency Services for the City of Ukiah, to declare the existence or threatened existence of a local emergency when the City is affected or likely to be affected by a public calamity; and WHEREAS, Government Code Section 8550, et seq., including Section 8558(c), authorize the City Council to proclaim a local emergency when the City is threatened by conditions of disaster or extreme peril to the safety of persons and property within the City that are likely to be beyond the control of the services, personnel, equipment, and facilities of the City; and WHEREAS, as a result of the increasing threat from the extreme heat conditions, on August 18, 2020, the City Manager issued a Proclamation Declaring the Existence of a Local Emergency in the City of Ukiah (“Emergency Declaration”) for the reasons set forth in the Emergency Declaration; and WHEREAS, the City Council adopts the findings in the Emergency Declaration; and incorporates them into this Resolution as though set forth in full; NOW, THEREFORE, IT IS ORDERED by the City Council of the City of Ukiah as follows: A. The City Manager’s Proclamation of Local Emergency No. 2020-01 dated August 18, 2020, and orders contained therein, is hereby ratified. B. As contemplated in the Emergency Services Act contained in Government Code Section 8550, et seq., including Section 8558(c), and Division 6, Chapter 2 of the Ukiah City Code, a local emergency exists based on the existence of conditions of disaster or of extreme peril to the safety of persons and property caused by an epidemic, as detailed in the recitals set forth above, including the recitals in the Emergency Proclamation, a true and correct copy of which is attached hereto. C. The area of the City which is endangered/imperiled is the entire City. Page 13 of 658 ATTACHMENT 2 D. During the existence of this local emergency, the powers, functions, and duties of the emergency organization of this City shall be those prescribed by state law and by ordinances, resolutions, and orders of this City, including, but not limited to, the City of Ukiah emergency operations plan. E. During the existence of this local emergency, the City Manager or his designee is authorized to take whatever other action is authorized under the Ukiah City Code and state and federal law, subject to any required authorization from the City Council, consistent with this Resolution and its basic purposes. F. This local emergency shall be deemed to continue to exist and shall be reviewed at least once every 60 days until its termination is proclaimed by the City Council per California Government Code section 8630. G. The City Clerk shall forward a copy of this resolution and the emergency proclamation to the Director of California Governor’s Office of Emergency Services requesting that the Director find it acceptable in accordance with State Law; that the Governor of California, pursuant to the Emergency Servic es Act, issue a proclamation declaring an emergency in the City of Ukiah; that the Governor waive regulations that may hinder response and recovery efforts; that recovery assistance be made available under the California Disaster Assistance Act; and that the State expedite access to State and Federal resources and any other appropriate federal disaster relief programs. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Ukiah on the 19th day of August, 2020 by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: _____________________________ Douglas F. Crane, Mayor ATTEST: _____________________________ Kristine Lawler, City Clerk Page 14 of 658 Page 1 of 1 Agenda Item No: 3.a. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-517 AGENDA SUMMARY REPORT SUBJECT: Proclamation in Honor of the 100th Anniversary of the 19th Amendment to the Unites States Constitution. DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Councilmember Maureen Mulheren. ATTACHMENTS: 1. Proclamation - Women's Suffrage Summary: The City Council will present a proclamation recognizing the work of the Mendocino Women's Political Coalition, MWPC and the centennial celebration of the 19th Amendment to the U.S. Constitution. Background: The year 2020 marks the 100th anniversary of the passage of the 19th Amendment, guaranteeing and protecting women's constitutional right to vote. This historic centennial offers an unparalleled opportunity to commemorate a milestone of democracy and to explore its relevance to the issues of equal rights today. The Women's Vote Centennial Initiative, a collaboration of women-centered institutions, organizations, and scholars from across the US, works to ensure that this anniversary, and the 72-year fight to achieve it, are commemorated and celebrated throughout the United States. Discussion: Staff recommends that Councilmember Mulheren, being the Council's honorary woman Councilmember, read and present the proclamation. Recommended Action: Read and Present Proclamation. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: N/A Page 15 of 658 ROCLAMATION in Honor of the 100th Anniversary of the 19thAmendment to the United States Constitution RECOGNIZING THE WORK OF THE MENDOCINO WOMEN’S POLITICAL COALITION, MWPC AND THE CENTENNIAL CELEBRATION OF THE 19TH AMENDMENT TO THE U.S. CONSTITUTION WHEREAS, the bold, courageous and powerful women who fought for the ratification of the 19th amendment to the United States Constitution on August 18, 1920, deserve special celebration by the City of Ukiah, especially on the 100th anniversary of the ratification in 2020 and onward celebrations of equality on August 26; and WHEREAS, California was the 18th state to ratify the 19th Amendment on November 1, 1919; and WHEREAS, California holds a special place in women’s suffrage history as thousands of California women advocated for the right to vote on the streets, in the newspapers, in the state capital and throughout the great state; and WHEREAS, California women gained the right to vote with the passage of Amendment 8 to the state constitution in 1911 – nearly a decade before women voted nationally; and WHEREAS, the 19th Amendment did not guarantee suffrage for all women, including Native Americans who did not gain the right to vote until 1924. For Asian Pacific Islander Americans it was 1952. African-American and Latin Americans suffered voter suppression until passage of the Voting Rights Act of 1965 and 1975; and WHEREAS, the fact that today women are active in local, state and national government and are running for office in unprecedented numbers reminds us, that we all follow in the footsteps of these resolute American suffragists; and WHEREAS, the 19th amendment to the United States Constitution has played an important role in advancing the right of all women. THEREFORE BE IT RESOLVED, that the Ukiah City Council hereby recommends that residents, schools, and civic institutions celebrate the 100th anniversary of the passage and ratification of the 19th Amendment, providing for women's suffrage, to the Constitution of the United States; honor the role of the ratification of the 19th Amendment in further promoting the core values of our democracy as promised by the Constitution of the United States; reaffirm the opportunity for students and everyone in the City to learn about and commemorate the efforts of the women's suffrage movement and the role of women in our democracy; and reaffirm our desire to continue to strengthen democratic participation and to inspire future generations to cherish and preserve the historic precedent established under the 19th Amendment. Signed and sealed, this 19th day of August in the year Two Thousand and Twenty. ____________________________ Douglas F. Crane City Council, Mayor ATTACHMENT 1 Page 16 of 658 Page 1 of 1 Agenda Item No: 3.b. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-519 AGENDA SUMMARY REPORT SUBJECT: Proclamation Recognizing August 20, 2020 to September 20, 2020, as Relay For Life Month, Supporting the American Cancer Society. DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Mayor Crane ATTACHMENTS: 1. Proclamation - Relay for Life Summary: The City Council will present a proclamation recognizing August 20, 2020 to September 20, 2020, as Relay For Life Month, in support of the American Cancer Society. Background: Relay For Life is the signature fundraiser cancer walk for the American Cancer Society. Relay is staffed and coordinated by volunteers in more than 5,200 communities and 20 countries who give of their time and effort because they believe it's time to take action against cancer. When you participate in a Relay For Life event, you become a vital part of the American Cancer Society: a volunteer. You are now part of an organization of 2.5 million survivors, patients, advocates, volunteers, caregivers, and researchers doing everything within our power to save lives. Due to the pandemic, this year's event will be 'Light Up Mendo.' Homes and businesses will display luminaria bags, which are available for a donation from Mendo Mill and other locations and volunteers in Ukiah, and are suggested to be lit with battery powered candles or flashlights. The event will start on August 29th at 8:30 p.m. To show your support, you can make a donation. For more information, contact Larry Olsen at (707) 498-2328. Discussion: Staff recommends that Mayor Crane read and present the proclamation (Attachment #1). Recommended Action: Read and Present Proclamation. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: N/A Page 17 of 658 ROCLAMATION WHEREAS, The American Cancer Society is the nationwide community-based voluntary health organization dedicated to preventing cancer, saving lives from cancer, and diminishing suffering from cancer through research, education, advocacy, and service; and WHEREAS, Relay For Life is the signature activity of the American Cancer Society and celebrates cancer survivors and caregivers, remembers those lost to the disease; and empowers individuals and communities to fight back against cancer; and WHEREAS, money raised during Relay For Life of Mendocino County supports the American Cancer Society’s mission of saving lives and creating a world with less cancer and more birthdays – by helping people stay well, by helping people get well, and by finding cures for cancer; and WHEREAS, in 2020, there will be an estimated 1.8 million new cancer cases diagnosed and 606,520 cancer deaths in the United States, striking 1 in 3 Americans in their lifetime; and WHEREAS, during 2018 ACS provided 480,000 rides to treatment, more than 477,000 nights of free lodging and answered 1.42 million calls on their 24/7 helpline; and WHEREAS, ACS currently has more than $420 million invested in ongoing cancer research grants; and WHEREAS, from 1991 to 2016 cancer deaths were reduced by 27% mainly due to reductions in smoking as well as improvements in early detection and treatment resulting in 2.6 million fewer deaths; and WHEREAS, the current world Pandemic has prevented our community from holding its 23rd annual Relay For Life, and event cancellations across the US have caused a loss of $200 million to ACS and its Mission. THEREFORE BE IT RESOLVED, that the Ukiah City Council does hereby proclaim August 20, 2020 to September 20, 2020 Relay For Life month in Ukiah and urge all residents to participate in “Light Up Mendo” on August 29 at 8;30 pm and to support the fundraising efforts of Relay For Life volunteers in every way possible. IT’S ABOUT BEING A COMMUNITY THAT TAKES UP THE FIGHT Signed and sealed, this 19th day of August in the year Two Thousand and Twenty. ____________________________ Douglas F. Crane City Council, Mayor ATTACHMENT 1 Page 18 of 658 AGENDA ITEM 5a Page 1 of 6 CITY OF UKIAH CITY COUNCIL MINUTES Regular Meeting https://attendee.gotowebinar.com/rt/3875223642797335563 Ukiah, CA 95482 August 4, 2020 6:00 p.m. 1.ROLL CALL Ukiah City Council met at a Regular Meeting on August 5, 2020, having been legally noticed on July 31, 2020. Mayor Crane called the meeting to order at 6:09 p.m. Roll was taken with the following Councilmembers Present: Maureen Mulheren, Jim O. Brown, Stephen G. Scalmanini, Juan V. Orozco, and Douglas F. Crane. Staff Present: Sage Sangiacomo, City Manager; David Rapport, City Attorney; and Kristine Lawler, City Clerk. MAYOR CRANE PRESIDING. 2.PLEDGE OF ALLEGIANCE The Pledge of Allegiance was led by Councilmember Scalmanini. 3.PROCLAMATIONS/INTRODUCTIONS/PRESENTATIONS 4.PETITIONS AND COMMUNICATIONS 5.APPROVAL OF MINUTES a.Approval of the Minutes for the July 15, 2020, Regular Meeting. Motion/Second: Mulheren/Orozco to approve Minutes of July 15, 2020, a regular meeting, as submitted. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. 6. RIGHT TO APPEAL DECISION 7.CONSENT CALENDAR a.Report of Disbursements for the Month of May – Finance. b.Notification of Grant Funds Received and Disbursed Related to the Proposition 84 Integrated Regional Water Management Program Funding Source for the Construction of Water Wells 4 and 9 and the Recycled Water Project – Water Resources. c.Adoption of Resolution (2020-40) Establishing Fee for Mailing the Agenda or Agenda Packet, Per the Ralph M. Brown Act, Section 54954.1 – City Clerk. d.Approval of Amendment No. 2 (COU No. 1617-133-A2) with SHN Consulting Engineers and Geologists in the Amount of $10,000 for Additional Design Services for Pressure Zone 2 South Reservoir and Approval of Corresponding Budget Amendment – Water Resources. Page 19 of 658 City Council Minutes for August 5, 2020, Continued: Page 2 of 6 e. Approve Change Order to Purchase Order #46701 for the Installation SCADA Server UPS Replacement Batteries to JM Integration in the Amount of $7,603.19, to Bring the New Total Purchase Order to $26,823.46 – Water Resources f. Authorize City Manager to Negotiate and Execute a Sub-recipient Agreement (COU No. 2021- 102) with North Coast Opportunities, for Implementing the City's Tenant Based Rental Assistance Program; and Approve a Corresponding Budget Amendment – Community Development. g. Approval of Conditional Award of Contract (COU No. 2021-103) to Center for Economic Development for Implementation of Community Development Block Grant (CDBG) Microenterprise Technical Assistance Services in the Amount of up to $140,000, and Authorize the City Manager to Negotiate and Execute Agreement – Community Development. h. Approval of Notice of Completion for Golf Course Storm Drain Project, Specification 19-07, Change Orders and Budget Amendment in the Amount of $35,955.26 – Public Works. i. Approval of Contract (COU No. 2021-104) with Stone Creek Environmental Consulting in the Amount of $39,600 for Engineering Services Related to the Municipal Separate Storm Sewer Systems Permit Issued by the North Coast Regional Water Quality Control Board – Public Works. j. Approval of Plans and Specifications for the Museum Roof Replacement Project, Specification No. 20-10, and Authorize Staff to Issue the Request for Bid – Community Services. k. Approve Amendment to the Original Agreement (COU No. 1920-231-A1) with Coastland Civil Engineering for Professional Services Related to Clara Avenue Phase 2 Improvement Project to be Competitive for CDBG Funding and Corresponding Budget Transfer – Public Works. l. Adopt Plans and Specifications for the Electric Service Center Site Improvements (Spec No. 16- 07) to Provide Access Modifications, Roof Replacement and Other Site Improvements ($2.7M) – Electric Utility. Motion/Second: Scalmanini/Orozco to approve Consent Calendar Items 7a-7l, as submitted. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. 8. AUDIENCE COMMENTS ON NON-AGENDA ITEMS Public Comment: Pamela Jenson – crosswalk safety situation. 9. COUNCIL REPORTS Presenters: Councilmember Mulheren and Vice Mayor Orozco. 10. CITY MANAGER/CITY CLERK REPORTS Presenters: Sage Sangiacomo, City Manager and Kristine Lawler, City Clerk. 11. PUBLIC HEARINGS (6:15 PM) a. Consideration and Possible Approval of Final Environmental Impact Report for Closure and Post-Closure Maintenance Plan for City of Ukiah Landfill, and Approval of the Closure and Post-Closure Maintenance Plan. Presenters: David Rapport, City Attorney; Steve Brown, SMB Environmental; Mike Delmanowski, EBA Engineering; Luke Evans, Environmental Science Associates (ESA); and Andrea Matarazzo, Pioneer Law Group. Page 20 of 658 City Council Minutes for August 5, 2020, Continued: Page 3 of 6 PUBLIC COMMENT PERIOD OPENED AT 8:19 P.M. Public Comment: Jason Holder, Holder Law Group on behalf of Vichy Springs Resort, Russian Riverkeeper, and Mateel Environmental Justice Foundation. PUBLIC COMMENT PERIOD CLOSED AT 9:07 P.M. Staff Comment: Tim Eriksen, Public Works Director/City Engineer. Motion/Second: Brown/Mulheren to adopt the Resolution (2020-41) adopting the Statement of Facts, which makes findings of fact and certifies as complete the final EIR for the Closure and Post- Closure Maintenance Plan. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Orozco, and Crane. NOES: Scalmanini. ABSENT: None. ABSTAIN: None. Motion/Second: Brown/Mulheren to approve the Closure and Post-Closure Maintenance Plan. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. b. Conduct a Public Hearing to Consider Adoption of a Resolution Authorizing Submittal of an Application in Response to the 2020 State Community Development Block Grant Program - Coronavirus Response Round 1 Notice of Funding Availability; and Approve Corresponding Budget Amendments if Awarded the Grant. Presenter: Craig Schlatter, Community Development Director. PUBLIC HEARING OPENED AT 9:28 P.M. No public comment was received. PUBLIC HEARING CLOSED AT 7:28 P.M. Motion/Second: Mulheren/Brown to adopt a resolution (2020-42) authorizing the submittal of a 2020 State Community Development Block Grant application, authorize the City Manager to execute all related documents, and approve corresponding budget amendments if awarded. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. RECESS: 9:34 – 9:41 P.M. Clerk took roll call to confirm that all councilmembers were present. c. Public Hearing on Financing Documentation for Facilities Acquisition, Enhancement, and Repair of Recently Acquired Property at 501 South State Street and Other Facilities (Recommended to be continued to a date certain of August 19, 2020). Presenter: Mayor Crane. Motion/Second: Brown/Scalmanini to continue the agenda item to a time/date certain of August 19, 2020, at 6:15 PM to conduct a public hearing on financing documentation for facility acquisition and improvements. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. Page 21 of 658 City Council Minutes for August 5, 2020, Continued: Page 4 of 6 12. UNFINISHED BUSINESS a. Receive Report and Consider Directing Staff to Gather the Necessary Information and Conduct the Necessary Analyses to Develop an Application for Potential Annexation of Certain Unincorporated Lands, Including and Surrounding those Areas Commonly Known as the Brush Street Triangle, the Masonite Area Properties, and the City's Water Treatment Plant; and Bring that Application and Pertinent Information and Analyses to the City Council for its Consideration. Presenters: Craig Schlatter, Community Development Director and Shannon Riley, Deputy City Manager. Public Comment: Keri Vau. Motion/Second: Brown/Scalmanini to direct staff to gather the necessary information and conduct the necessary analyses to develop an application for potential annexation of certain unincorporated lands, including and surrounding those areas commonly known as the Brush Street Triangle, the Masonite Area Properties, and the City's Water Treatment Plant; and bring that application and pertinent information and analyses to the City Council for its consideration. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. b. Receive Status Report and Consider Any Action or Direction Related to the Novel Coronavirus (COVID-19) Emergency Including Operational Preparedness and Response; Continuity of City Operations and Services; Community and Business Impacts; and Any Other Related Matters. Presenters: Tami Bartolomei, Office of Emergency Management Coordinator and Sage Sangiacomo, City Manager. Report was received. c. Consideration of Adoption of Amended Resolution Authorizing Applications for Funding and the Execution of Grant Agreements and any Amendments thereto from the 2019-2020 Funding Year of the State Community Development Block Grant Program. Presenter: Craig Schlatter, Community Development Director. Motion/Second: Brown/Orozco to adopt amended resolution (2020-43) authorizing applications for funding and the execution of grant agreements and any amendments thereto from the 2019-2020 funding year of the State CDBG program. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. d. Consider Adoption of the Ordinance Amending City Code Provisions Regulating Development of Accessory Dwelling Units. Presenter: Darcy Vaughn, Assistant City Attorney. Staff Comment: Tim Eriksen, Public Works Director/City Engineer. Motion/Second: Brown/Scalmanini to adopt the Ordinance Amending City Code Provisions Regulating Development of Accessory Dwelling Units. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. Page 22 of 658 City Council Minutes for August 5, 2020, Continued: Page 5 of 6 ORDINANCE NO.1205 ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UKIAH ADDING AND AMENDING VARIOUS SECTIONS OF THE UKIAH CITY CODE TO COMPLY WITH CALIFORNIA GOVERNMENT CODE SECTION 65852.2 REGULATING ACCESSORY DWELLING UNITS 13. NEW BUSINESS a. Consideration of Restructuring Proposal for the Community Development Department and Corresponding Budget Amendment. Presenter: Craig Schlatter, Community Development Director. A PowerPoint presentation was given. Motion/Second: Brown/Orozco to approve Community Development Department restructuring proposal and corresponding budget amendment. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. b. Consideration of 1) Approval of Community Development Director Determination that the Identified Project for Homekey Funding Qualifies for a CEQA Exemption; and 2) Adoption of Resolution Authorizing an Application for Funding to the Homekey Program. Presenter: Craig Schlatter, Community Development Director. Motion/Second: Brown/Orozco to write a letter to the County [in support of their application for the County’s funding to the Homekey Program] under the Mayor’s signature. Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. c. Consider Adoption of Resolution for Authorization to Submit an Application to Join the Upper Russian River Water Agency (URRWA). Presenter: Sean White, Water Resources Director. Motion/Second: Mulheren/Brown to approve resolution (2020-44) for authorization to submit an application to join the Upper Russian River Water Agency (URRWA). Motion carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. d. Discussion and Possible Adoption of Resolution Amending Procedures for Annual Appointment and Rotation of Mayor, Vice Mayor, and City Councilmembers. Presenters: Kristine Lawler, City Clerk; Sage Sangiacomo, City Manager; Mayor Crane; and Councilmember Brown. Motion by Councilmember Brown, seconded by Mayor Crane to adopt the resolution for option B. Upon further discussion, the council took the following action: Motion/Second: Brown/Crane to continue this item. carried by the following roll call votes: AYES: Mulheren, Brown, Scalmanini, Orozco, and Crane. NOES: None. ABSENT: None. ABSTAIN: None. Page 23 of 658 City Council Minutes for August 5, 2020, Continued: Page 6 of 6 c. Receive Updates on City Council Committee and Ad Hoc Assignments and, if Necessary, Consider Modifications to Assignments and/or the Creation/Elimination of Ad hoc(s). No Reports were received. 14. CLOSED SESSION a. Conference with Legal Counsel—Anticipated Litigation (Government Code Section 54956.9(d)) A. Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Government Code Section 54956.9: (Number of potential cases: 1.) B. Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9: (Number of potential cases: 1) b. Conference with Legal Counsel—Anticipated Litigation Government Code Section 54956.9(d)(2) Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(1) (Number of potential case: 1) c. Conference with Legal Counsel – Existing Litigation (Government Code Section 54956.9(d)(1)) Name of case: Vichy Springs Resort v. City of Ukiah, Et Al; Case No. SCUK-CVPT-2018-70200 d. Conference with Legal Counsel – Existing Litigation (Cal. Gov’t Code Section 54956.9(d)(1)) Name of case: City of Ukiah v. Questex, LTD, et al, Mendocino County Superior Court, Case No. SCUK- CVPT-15-66036 e. Conference with Real Property Negotiators (Cal. Gov’t Code Section 54956.8) Property: APN Nos: 002-192-14-00 (280 E. Standley) Negotiator: Sage Sangiacomo, City Manager; Negotiating Parties: Onetogether Solutions Under Negotiation: Price & Terms of Payment f. Conference with Labor Negotiator (54957.6) Agency Representative: Sage Sangiacomo, City Manager Employee Organizations: All Bargaining Units No Closed Session was held 15. ADJOURNMENT There being no further business, the meeting adjourned at 11:47 p.m. ________________________________ Kristine Lawler, City Clerk Page 24 of 658 Page 1 of 2 Agenda Item No: 7.a. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2019-82 AGENDA SUMMARY REPORT SUBJECT: Report of Disbursements for the Month of June 2020. DEPARTMENT: Finance PREPARED BY: Candice Rasmason, Accounts Payable PRESENTER: Consent Calendar ATTACHMENTS: 1. June 2020 Summary of Disbursements 2. Account Codes for Reference 3. Object codes for Reference 4. June 2020 Disbursement Detail Summary: The Council will review and consider approval of the Report of Disbursements for the month of June 2020. Background: Payments made during the month of June 2020 are summarized on the Report of Disbursements. Further detail is supplied on the Schedule of Bills, representing the four (4) individual payment cycles within the month. Accounts Payable Check Numbers (City & UVFA): 3038487-3038614; 3038615-3038696; 3038697-3038767; 3038768-3038892 Accounts Payable Wire Transfers: 23, 24 Payroll Check Numbers: 507953-507964; 507965-507998 Payroll Manual Check Numbers: N/A Direct Deposit Numbers: 98659-98870; 98872-99088 Manual Direct Deposit Numbers: N/A Void Check Numbers: 3038112, 3038142, 3038760, 3037853 Void Direct Deposit Numbers: N/A Discussion: This report is submitted in accordance with Ukiah City Code Division 1, Chapter 7, Article 1. Attachment #1: June 2020 Summary of Disbursements Attachment #2: Account Codes for Reference Attachment #3: Object Codes for Reference Attachment #4: June 2020 Disbursement Detail Page 25 of 658 Page 2 of 2 Recommended Action: Approve the Report of Disbursements for the Month of June 2020. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: N/A Page 26 of 658 Attachment 1 FUNDS: 100 General Fund $254,754.44 700 Sanitary Disposal Site Fund $9,871.57 105 Measure S General Fund 701 Landfill Corrective Fund 110 Special General Fund 702 Disposal Closure Reserve Fund 120 Streets Capital Improvement $674.99 704 Post Closure Fund - Solid Waste 201 Worker's Comp Fund 710 Ambulance Services Fund $630.00 202 Liability Fund 720 Golf Fund $24,146.72 203 Garage Fund $11,157.89 730 Confernence Center Fund $3,320.66 204 Purchasing Fund $2,340.66 750 Visit Ukiah 205 Billing & Collections Fund $17,497.35 777 Airport Fund $42,265.54 206 Public Safety Dispatch Fund $1,791.53 778 Airport Capital Improvement Fund $1,018,067.69 207 Payroll Posting Fund $262,015.40 779 Special Aviation Fund 208 Building Maintenance/Corp Yard Fund $16,157.12 800 Electric Fund $807,297.17 209 IT Fund $125,233.40 801 Electric Capital Reserve Fund $21,390.31 220 Equipment Reserve Fund 803 Lake Mendocino Bond Reserve 249 City Housing Bond Proceeds $0.00 805 Street Lighting Fund $12,225.53 250 Special Revenue Fund $87.16 806 Public Benefits Fund 251 Special Projects Reserve Fund 807 Electric Capital & Trade Fund 253 CITY PROP 172 $954.76 820 Water Fund $54,713.69 300 Park Development Fund 822 Water Capital Improvement Fund $77,420.87 301 Anton Stadium Fund $0.00 830 Recycled Water Fund $18,368.10 302 Observatory Park Fund 840 City/District Sewer Fund $171,631.38 304 Swimming Pool Fund $0.00 841 Sewer Contruction Fund 305 Riverside Park Fund $0.00 843 Sewer Capital Fund $4,146.18 306 Skate Park Fund $0.00 900 Special Deposit Trust $8,582.30 310 Museum Grants 901 General Service (Accts Recv)$646.89 311 Alex Rorbaugh Recreation Center Fund $1,985.16 902 U.S.W. Billing & Collection $52,606.36 312 Downtown Business Improvement Fund 903 Public Safety - AB 109 $0.00 313 LMIHF Housing Asset Fund 905 Federal Emergency Shelter Grant 314 Winter Special Events 905 Mendocino Emergency Service Authority 315 Advanced Planning Fund $0.00 911 Russian River Watershed Association 500 2106 Gas Tax Fund $27,696.68 915 UVFD $39,354.66 501 2107 Gas Tax Fund 916 UVFD PROP 172 $954.77 503 2105 Gas Tax Fund 917 UVFD Measure B $10,109.86 505 Signalization Fund 918 UVFD Mitigation $1,361.78 506 Bridge Fund 940 Sanitation District Special Fund $183.01 507 1998 STIP Augmentation Fund 943 Sanitation District Capital Improvement Fund 508 SB325 Reimbursement Fund $3,191.60 952 REDIP Sewer Enterprise Fund 509 S.T.P. Fund $675.00 960 Community Redevelopment Agency 510 Trans-Traffic Congest Relief Fund 961 RDA Housing Pass-Through 511 Rail Trail Fund 962 Redevelopment Housing Fund 600 Community Development Block Grant $750.00 963 Housing Debt 601 EDBG 94-333 Revolving Loan 964 RDA Capital Pass-Through 602 Community Development Fund 965 Redevelopment Capital Improvement Fund 603 08-HOME-4688 966 Redevelopment Debt Service 604 CDBG Grant 09-STBG-6417 967 Housing Bond Proceeds 605 11-HOME-7654 Fund $0.00 968 Non-Housing Bond Proceeds 606 CDBG Grant 10-EDEF-7261 969 RDA Obligation Retirement Fund 607 Prop 84 Grant Fund 844/944 Sewer Capital Projects Fund $237,094.95 609 13-CDBG-8940 610 City RDA Projects Fund 613 Home Program Activities 630 Asset Seizure Fund 631 Asset Seizure Fund (Drug/Alcohol) 633 H & S Education 11489(B)(2)(A1)$11,000.00 Retainage Withheld $66,919.09 634 Federal Asset Seizure Grants 611 CDBG 16-CDBG-11147 635 SUP Law Enforcement Service Fund 637 Local Law Enforcement Block Grant 638 Asset Forfeiture 11470.2 H & S $4,063.81 639 Special Revenue - Police $0.00 640 Parking District Fund $2,128.17 691 Museum Fund PAYROLL CHECK NUMBERS: 507953-507964 DIRECT DEPOSIT NUMBERS: 99089-99310 PAYROLL PERIOD: 5/17/20-5/30/20 TOTAL DEMAND PAYMENTS- A/P CHECKS $3,427,464.20 PAYROLL CHECK NUMBERS: 507965-507998 TOTAL DEMAND PAYMENTS-WIRES* & EFT's $692,414.76 DIRECT DEPOSIT NUMBERS: 99311-99541 TOTAL PAYROLL CHECKS & DIRECT DEPOSITS $961,284.33 PAYROLL PERIOD: 5/31/20-6/13/20 TOTAL PAYROLL EFT's (TAXES, PERS, VENDORS)$596,156.88 PAYROLL CHECK NUMBERS: * vendor name( if applicable) DIRECT DEPOST NUMBERS: PAYROLL PERIOD: VOID CHECK NUMBERS: 3038112, 3038142, 3038760, 3037853 TOTAL PAYMENTS $5,677,320.17 N/A WIRE TRANSFER NUMBERS: 23, 24 CERTIFICATION OF CITY CLERK This register of Payroll and Demand Payments was duly approved by the City Council on ____________________. City Clerk APPROVAL OF CITY MANAGER CERTIFICATION OF DIRECTOR OF FINANCE I have examined this Register and approve same.I have audited this Register and approve for accuracy and available funds. ____________________________________________________________________________________________ City Manager Director of Finance MANUAL CHECK NUMBERS: CITY OF UKIAH REPORT OF DISBURSEMENTS REGISTER OF PAYROLL AND DEMAND PAYMENTS FOR THE MONTH OF JUNE Page 27 of 658 Account Code Summary Attachment 2 10000000 General Fund 20526430 Electric Department - Meter Readers 10010000 City Council 20620231 Ukiah Dispatch 10011100 City Clerk 20620232 Ft Bragg Dispatch 10011300 Elections 20700000 Payroll Posting Fund 10012100 City Manager 20822500 Building Maintenance 10012200 Administrative Support 20824300 Corporation Yard 10012400 Miscellaneous General Government 20922900 IT Fund 10013400 Finance Department 22013300 FA Replace - Finance UB 10014000 City Attorney 22020200 FA Replace - Police Operations 10015100 Treasury Management 22021210 FA Replace - Fire Administration 10016100 Human Resources 22022900 FA Replace - Information Technology 10017100 Economic Development 22024100 FA Replace - Garage 10018000 Community Outreach 22024220 FA Replace - Streets 10020217 Animal Control 22024413 FA Replace - Water Distribution Cap 10022100 Parks 22024414 FA Replace - Water Distribution O&M 10022300 Aquatics 22024421 FA Replace - City Wastewater 10022800 Recreation 25024210 Engineering Reserve 10022810 Recreation Administration 25024300 Corporation Yard Reserve 10022821 Adult Basketball 25122900 CIP - IT 10022822 Adult Softball 25123100 CIP - Planning 10022824 Co-Ed Volleyball 25124210 CIP - Engineering 10022831 Youth Basketball 25124220 CIP - Streets 10022832 Youth Softball 25124410 CIP - Water 10022840 Day Camp 25124421 CIP - City Wastewater 10022850 Classes & Clinics 25126410 CIP - Electric 10022860 Special Activities 30022200 Park Development 10023100 Community Planning 30122210 Anton Stadium 10023320 Building Inspection 30222220 Observatory Park 10024210 Engineering 30522250 Riverside Park 10024214 Traffic Signals 30622260 Skate Park 10024620 Streets 30822280 Project Planning 10024224 Storm Drains 31022700 Museum Grant 10514000 Police - City Attorney 31122000 Alex Rorabaugh Recreation Center 10520210 Patrol 31217100 Downtown Business Improvement District 10520214 Police Reserves 50524210 Engineering - Signalization Fund 10520216 COPS Grant 50624210 Capital Engineering 10520218 Police - CSO 50824210 SB325 - Engineering 10520224 Police - Major Crimes Task Force 50824220 SB325 - Streets 10521210 Fire Administration 50924210 STP - Engineering 10521312 Fire Volunteer Station 50924220 STP - Streets 20112400 Worker's Compensation Fund 51024220 Trans - Traffic Slurry Seal 20212400 Liability Fund 510X9999 Trans -Traffic Project 20324100 Garage Fund 60217441 Grant - CDBG 602 20413500 Purchasing Fund 60317442 Grant - HOME 603 20513300 Billing and Collections 60417441 Grant - CDBG 604 20514000 Billing and Collections - City Attorney 60517442 Grant - HOME 605 20524412 Water Department - Meter Readers 60517461 First Time Homebuyer Program Page 28 of 658 Account Code Summary Attachment 2 60517462 FTHB Activity Delivery 80026130 Electric Substation 60517467 FTHB - PIR 80026140 Reimbursable Work for Others 60600000 CDBG Grant 10-EDEF-7261 Fund 80026200 Electric Metering 60617441 Grant - CDBG 606 80026300 Electric Generation 60617451 General Administration 80026312 Mendocino Hydro 60617452 AD ED Direct Financial Assistance 80026330 Hydro Electric 60617453 ED Direct Financial Assistance 80026400 Electric Administration 60717443 Grant Prop 84 80026410 Electric General Administration 60724413 Prop 84 Water Distribution Cap 80026430 Interdepartmental Charges 60900000 13-CDBG-8940 80326330 Hydro Plant 60917458 13-CDBG-8940 80526610 Street Lighting 63020210 Asset Seizure Expenditure 80626500 Public Benefit 63120210 Drug & Alcohol Education 82027110 Water 63320210 H&S Asset Seizure Expenditure 82027111 Water - Production O&M 63420250 Fed Asset Seizure Expenditure 82027113 Water - Distribution Capital 63520210 SLESF 82027114 Water - Distribution O&M 63820210 Asset Forfeiture 11470 82027115 Water - Production Capital 64020213 Parking Enforcement 82227113 Water - Distribution Capital 69122700 Museum 84027220 Wastewater 70024500 Landfill 700 84027221 Wastewater City - O&M 70224500 Landfill Closure 84027222 Wastewater City - Capital 70424500 Landfill Post closure 84027225 Wastewater Treatment - O&M 72022400 Golf 84027226 Wastewater Treatment - Capital 73022600 Conference Center 84227220 Wastewater 75017110 Visit Ukiah 84327222 Wastewater City - Capital 77725200 Airport Operations 84427221 Wastewater City Capital - O&M 77817411 FAA Grant 84427222 Wastewater City - Capital 80026100 Electric Administration 90000000 Special Deposit Trust Fund 80026110 Electric Overhead 91190100 Russian River Watershed Assoc 80026120 Electric Underground 96900000 Successor Agency 80100000 Infrastructure Page 29 of 658 12102 INVENTORY OF SUPPLIES 52526 FRAUD INVEST. ASSESSMENT 12103 STORES PURCHASES 52527 A.D.P. PREMIUM & DEDUCTIBLE 12104 INVENTORY - PURCHASES 52528 LIABILITY INSURANCE 12105 STORES ISSUES 52529 EARTHQUAKE & FLOOD PREMIUMS 51211 PERS UNFUNDED LIABILITY 52530 POLLUTION-ENVIRON INS PREMIUM 51280 OVERTIME/CALLOUT MEALS 52531 UMEMPLOY. INS EXPENSE 51285 CALLOUT MILEAGE REIMBURSEMENTS 52532 SAFETY & TRAINING SUPPORT 52100 CONTRACTED SERVICES 52600 RENT 52107 CONTRACTED SERVICES-EIR 52841 SUCCESSOR AGENCY ADMIN 52108 CONTRACT SERVICES-GPU 54100 SUPPLIES 52110 AMBULANCE BILLING 54101 POSTAGE 52111 MAINT. CONTRCTS - DEFIBRULATOR 54102 SMALL TOOLS 52112 M. S. OVERSIGHT 54105 PHOTOGRAPHIC EXPENSE 52113 PLANNING STUDIES 54106 SPECIALTY SUPPLIES 52114 COMPLIANCE STUDIES 54120 PW - SPECIAL SUPPLIES 52120 LABOR CHARGES FROM OTHER DEPAR 54121 PW - ASPHALT CONCRETE 52130 EDUCATIONAL & MARKETING MATL'S 54122 PW - AGGREGATE BASE 52131 ASSISTANCE TO SENIORS 54123 PW - CRACK SEALANT 52132 EMERGENCY ASSISTANCE 54124 PW - CONCRETE/SUPPLIES 52133 MONTHLY DISCOUNT PROGRAM 54125 PW - TRAFFIC PAINT 52134 CONTRACT ADMINISTRATION 54126 PW-PREMARKS 52135 ENERGY CONSERVATION PROGRAM 54127 PW - SIGN POSTS/SHEETING 52136 PHOTOVOLTAIC RATES/INCENTIVE 54128 PW - COLD PATCH MATERIAL 52137 PUBLIC BENEFITS PROGRAM MGMT 54129 PW - TACK OIL 52138 NCPA PUBLIC BENEFITS PROGRAM 54130 PW - SAFETY 52139 RESEARCH, DEVELOPMENT & DEMO 54131 PW - BARRICADES & CONES 52140 LITIGATION EXPENSES 54160 HR - CITY LIABILITY & CONTRACT 52145 DETACHMENT-SEWER-UVSD 54161 HR - BACKGROUND & PHYSICALS 52150 LEGAL SERVICES/EXPENSES 54162 HR - ADVERTISING 52151 AFLAC & PERS INSUR ADMIN FEES 54163 HR - INTERVIEW SUPPLIES 52170 UKIAH WASTE SOLUTIONS 54164 HR - FORMS & OTHER DIV. EXP. 52171 RESIDENTIAL BILLING CHARGE 54165 HR - NEW EMPLOYEE FINGERPRINT 52172 COMMERCIAL OVERSIGHT FEE 54166 HR - DOT TESTING PROGRAM 52180 SECURITY SERVICES 54167 HR - EMPLOYEE DEVELOPMENT 52301 PROPERTY TAX ADMIN FEE 54168 HR - REMIF SAFETY TRNG & SUPPO 52302 AMBULANCE FEES 54201 PRISONER EXPENSE 52303 REHIT SUPPORT 54202 MAJOR CRIME INVETIGATIONS 52304 LAFCO FEES AND PROP TAX EXP 54320 SOFTWARE 52500 TRUSTEE FEES 54330 COMPUTER AND TECHNOLOGY 52510 ADVERTISING & PROMOTION 54500 EQUIP RENTS AND LEASES 52515 ADVERTISING & PUBLICATION 54700 FINES & PENALTIES 52521 LIABILITY INSURANCE PREMIUM 55100 TELEPHONE 52522 LIABILITY INSURANCE DEDUCT 55200 PG&E 52523 BOILER/MACHINERY PREMIUMS 55210 UTILITIES 52524 PROPERTY INSURANCE 56100 VEHICLE & EQUIPMENT MAINT. & R 52525 WORKER'S COMP. EXPENSE 56110 CITY GARAGE - PARTS Object Code Summary Attachment 3 Page 30 of 658 56121 R & M RADIO EQUIPMENT 56111 CITY GARAGE - LABOR 56122 R & M NON-AUTO EMS EQUIPMENT 56112 EQUIPMENT PARTS FOR RESALE 56123 R & M COMPUTERS 56120 EQUIPMENT MAINTENANCE & REPAIR 56124 MAINT CONTRACT DEFIBULATORS 80235 SYSTEM MAINTENANCE 56130 EXTERNAL SERVICES 80236 EMERGENCY/CONTINGENCY 56210 FUEL & FLUIDS 90100 LOAN PROCEEDS 56300 BUILDING MAINT. & REPAIR 90101 LOAN PAYMENT RECEIVED 56410 EQUIPMENT RENTAL - PRIVATE 90301 LOAN REPAYMENT 56504 FACILITY MAINTENANCE & REPAIR 90410 BOND PROCEEDS 56600 AIRFIELD MAINTENANCE & REPAIR 56700 LANDFILL CLOSURE EXPENSE 57100 CONFERENCE & TRAINING 57101 CONF & TRAINING-AQUATICS 57102 CONF & TRAINING-PARKS STAFF 57200 MEETINGS 57300 MEMBERSHIPS & SUBSCRIPTIONS 58101 NCPA PLANT GENERATION 58102 NCPA POWER PURCHASES 58103 NCPA TRANSMISSION 58104 NCPA MANAGEMENT SERVICES 58105 NCPA THIRD PARTY SALES 58106 NCPA PASS THROUGH COSTS 58107 NCPA COMMITMENTS ACTIVITY 58201 WATER PURCHASES 58202 WATER TREATMENT PLANT CHEMICAL 58401 AVIATION FUEL 58410 GARAGE LUBRICANTS & PARTS 58510 REIMBRSABLE JOBS 59100 PROPERTY TAXES PAID 59101 FEES 59102 FRANCHISE FEES 59350 PURCHASE DISCOUNTS TAKEN 59400 OTHER EXPENSES 70101 LOAN PAYMENTS MADE 70102 BOND INTEREST PAYMENTS 70110 BOND ISSUANCE COSTS 70201 LOAN PRINCIPAL PAYMENTS 70202 BOND PRINCIPAL PAYMENTS 80100 MACHINERY & EQUIPMENT 80200 BUILDINGS ACQUISITION 80210 LAND ACQUISITION 80220 BUILDING IMPROVEMENTS 80230 INFRASTRUCTURE 80231 RECYCLING STUDY 50% GRANT MATC 80232 LINE REPLACEMENTS 80233 MAIN REPLACEMENTS 80234 INFLOW/INFILTRATION Page 31 of 658 ATTACHMENT 4 Page 32 of 658 Page 33 of 658 Page 34 of 658 Page 35 of 658 Page 36 of 658 Page 37 of 658 Page 38 of 658 Page 39 of 658 Page 40 of 658 Page 41 of 658 Page 42 of 658 Page 43 of 658 Page 44 of 658 Page 45 of 658 Page 46 of 658 Page 47 of 658 Page 48 of 658 Page 49 of 658 Page 50 of 658 Page 51 of 658 Page 52 of 658 Page 53 of 658 Page 54 of 658 Page 55 of 658 Page 56 of 658 Page 57 of 658 Page 58 of 658 Page 59 of 658 Page 60 of 658 Page 61 of 658 Page 62 of 658 Page 63 of 658 Page 64 of 658 Page 65 of 658 Page 66 of 658 Page 67 of 658 Page 68 of 658 Page 69 of 658 Page 70 of 658 Page 71 of 658 Page 72 of 658 Page 73 of 658 Page 74 of 658 Page 75 of 658 Page 76 of 658 Page 77 of 658 Page 78 of 658 Page 79 of 658 Page 80 of 658 Page 81 of 658 Page 82 of 658 Page 83 of 658 Page 84 of 658 Page 85 of 658 Page 86 of 658 Page 87 of 658 Page 88 of 658 Page 89 of 658 Page 1 of 1 Agenda Item No: 7.b. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-498 AGENDA SUMMARY REPORT SUBJECT: Notification of Purchase of Services from Arrow Fencing in the Amount of $6,050 for Materials and Installation of a Replacement Gate for the Corporation Yard, and Approval of Corresponding Amendment. DEPARTMENT: Public Works PREPARED BY: Dave Kirch, Fleet Maintenance Supervisor, Jarod Thiele, Public Works Management Analyst PRESENTER: Consent Calendar. ATTACHMENTS: 1. Quote Summary: Council will receive notification of Purchase of Services from Arrow Fencing in the amount of $6,050 for Materials and Installation of a replacement gate for the Corporation Yard, and consider approval of a corresponding amendment. Background: On July 17, 2020, a delivery truck was entering the Corporation Yard and struck the north gate post causing damage to the posts, fence and gate. A police report was taken by the Ukiah Police Department and a claim was filed with the delivery company's vehicle insurance in order to compensate the City for the damage. Discussion: Staff requested a quote from Arrow Fencing (Attachment 1) for the replacement of posts, fencing and gate. At this time staff is notifying Council of the purchase of services from Arrow Fencing and requesting approval of a budget amendment for the expense. Recommended Action: Receive notification of Purchase of Services from Arrow Fencing in the amount of $6,050 for Materials and Installation of a replacement gate for the Corporation Yard, and approval of Corresponding Amendment. BUDGET AMENDMENT REQUIRED: Yes CURRENT BUDGET AMOUNT: $0- 20824300.56300 PROPOSED BUDGET AMOUNT: $6,050 FINANCING SOURCE: Corporation Yard PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Tim Eriksen, Director of Public Works/City Engineer Page 90 of 658 Attachment 1 Page 91 of 658 Page 92 of 658 Page 1 of 2 Agenda Item No: 7.c. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-499 AGENDA SUMMARY REPORT SUBJECT: Award of Purchase of Back-Up Power Generators for the Water and Wastewater Divisions from MULTIQUIP, Inc. in the Amount of $117,690, and from Pac Machine Company in the Amount of $52,467, as Approved in the Fiscal Year 2020-2021 Capital Budget. DEPARTMENT: Water Resources PREPARED BY: Dave Kirch, Fleet Maintenance Supervisor, Jarod Thiele, Public Works Management Analyst PRESENTER: Consent Calendar ATTACHMENTS: 1. Bid Tabulation 2. MULTIQUIP 3. Pac Machine Summary: Council will consider awarding a purchase for back-up power generators for the Water and Wastewater Divisions from MULTIQUIP, Inc. in the amount of $117,690, and from Pac Machine Company in the amount of $52,467, as approved in the fiscal year 2020-2021 capital budget. Background: During the PG&E Public Safety Power Shutoffs (PSPS) generators are needed to keep critical water and wastewater facilities operational. Heavy demand for rental generators has required securing equipment well in advance of the fire season. Rental generators were secured in early Spring of 2019 and held onsite for approximately 6 months. Early acquisition ensured that during the event that occurred in October of 2019, staff was able to continue operation of all City Water and Wastewater Services. However it also resulted in large rental costs. Discussion: These utility services are essential to the residents of the City and future PSPS events are anticipated for the next ten years. During the development of the Fiscal Year 2020-2010 Capital Budget, staff recommended purchasing generators in order to maintain services in order to avoid the annual cost of rental generators. These generators will be able to operate the three sewer lift stations, the water booster pump located at the golf course for Pressure Zone 2 and Water Well 4 or Water Well 9. Staff requested quotes and six were received. The bid tabulation is included as (Attachment 1). Staff is recommending award to MULTIQUIP, Inc. in the amount of $117,690 for the generators for one sewer lift station, the water booster pump and the water well (Attachment 2), and Pac Machine Company (Attachment 3) in the amount of $52,470 for two sewer lift stations. Funds for these purchases were included in the Fiscal Year CIP Budget in the following accounts: Water: 82027111.80100.18198- $160,000 Sewer: 84427221.80100.18199- $105,000 Page 93 of 658 Page 2 of 2 Recommended Action: Award of purchase of Back-Up Power Generators for the Water and Wastewater Divisions from MULTIQUIP, Inc. in the amount of $117,690, and from Pac Machine Company in the amount of $52,467, as approved in the Fiscal Year 2020-2021 Capital Budget. BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: $105,000- 84427221.80100.18199 (Sewer) $160,0000- 82027111.80100.18198 (Water) PROPOSED BUDGET AMOUNT: $0 FINANCING SOURCE: Water and Sewer Funds PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Sean White, Water Resources Director; Tim Eriksen, Director of Public Works/City Engineer; Seth Strader, Buyer I Page 94 of 658 ITEM #ITEM DESCRIPTION QTY UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL 1 Airman Generators #SDG25S-8E1 25kVA Trailer Mounted Generator with Isuzu motor as per attached City of Ukiah Equipment Specification #E38341 - or Equal 3 -$ -$ -$ -$ -$ 26,233.33$ 78,699.99$ 1a Doosan #G25WD0 -T4F Generator*3 -$ 23,500.00$ 70,500.00$ -$ -$ -$ -$ 1b Multiquip #DCA25SSIU4F Generator 3 19,227.00$ 57,681.00$ -$ 22,822.00$ 68,466.00$ -$ 23,408.20$ 70,224.60$ -$ 1c Generac #MDG25 Generator*3 -$ 21,041.80$ 63,125.40$ -$ -$ 2 Airman Generators #SDG65S-8E1 65kVA Trailer Mounted Generator with Isuzu motor as per attached City of Ukiah Equipment Specification #E38341 - or Equal 1 -$ -$ -$ -$ -$ 52,960.00$ 52,960.00$ 2a Doosan #G70WD0 -T4F Generator*1 -$ 44,000.00$ 44,000.00$ -$ -$ -$ -$ 2b Multiquip #DCA70SSIU4F Generator 1 42,614.00$ 42,614.00$ -$ 46,223.00$ 46,223.00$ -$ 52,166.30$ 52,166.30$ -$ 2c Generac #MDG75 Generator*1 -$ 43,772.56$ 43,772.56$ -$ -$ 3 Multiquip #DCA125SSIU4F 125kVA Trailer Mounted Generator with Isuzu motor as per attached City of Ukiah Equipment Specification #E38341 - or Equal 1 55,849.00$ 55,849.00$ -$ 61,311.00$ 61,311.00$ -$ 68,376.88$ 68,376.88$ -$ 3a Doosan #G125WCU - T4F Generator*1 -$ 61,500.00$ 61,500.00$ -$ -$ -$ -$ 3b Generac #MDG150 Generator*1 -$ -$ -$ 75,193.04$ 75,193.04$ -$ -$ 3C Airman #SDG125S-8E1 1 -$ -$ -$ -$ 72,620.00$ 72,620.00$ SUBTOTAL 156,144.00$ 176,000.00$ 176,000.00$ 182,091.00$ 190,767.78$ 204,279.99$ TAX 13,857.78$ 15,620.00$ 15,620.00$ 16,160.58$ 16,930.64$ 18,129.85$ FREIGHT 3,125.00$ 1,000.00$ 2,000.00$ 5,165.00$ 5,748.50$ 3,100.00$ GRAND TOTAL 173,126.78$ 192,620.00$ 193,620.00$ 203,416.58$ 213,446.92$ 225,509.84$ *Does not meet specification requirement of quoting equivalent generator with Isuzu motor. Vince Sigal Electric Pac Machine Co RFB - E38348 - Generators - 8/7/20 Bid Tabulation Volvo Construction Equipment and ServicesMULTIQUIP Inc Pacific Power Inc Generac Mobile Products Attachment 1 Page 95 of 658 Attachment 2 Page 96 of 658 Page 97 of 658 Page 98 of 658 Page 99 of 658 Page 100 of 658 Attachment 3 Page 101 of 658 CITY OF UKIAH EQUIPMENT SPECIFICATION #E38348 FOR FIVE (5) NEW GENERATORS OR EQUIVALENT The City of Ukiah invites bids for furnishing five (5) new generators. All generators proposed must include an Isuzu motor. All deviations from these specifications shall be described in the bid proposal. Bidder shall, as indicated on the Request for Bid form, state the total price for the new equipment as specified (including any options and accessories), sales tax, destination charges and any other applicable fees or charges, FOB the City of Ukiah Corporation Yard 1320 Airport Road, Ukiah CA 95482 Please contact Seth Strader at (707) 467-5719 or sstrader@cityofukiah.com if you have any questions regarding these specifications. GENERAL INSTRUCTIONS TO BIDDERS Each bidder shall attach to his bid a complete detailed description of the units they propose to furnish. All equipment catalogued as standard shall be furnished and included in the purchase price of the unit. The total price shall include all equipment, accessories and optional items. In making its selection, the City will consider all factors relating to the equipment including operating performance, safety, service and parts availability as well as cost. The equipment furnished under these specifications is to carry the standard warranty offered to the general public. A complete detailed description of the standard warranty shall be provided with the bid. The City reserves the right to reject any or all bids and to determine which bid, in its opinion, will best serve the needs and requirements of the City. The successful bidder shall supply the equipment ready for service at the time of delivery. Item 1: 3 (EA) AIRMAN SDG25S-8E1 25kVA Generator Specifications – or Equal  Armature Connection: Star with Neutral Zig Zag  Number of Poles: 4  Insulation: F-Class  Excitation: Brushless with Automatic Voltage Regulator (AVR)  Voltage Regulation (±): 0.5 %  Power Factor: 0.8  Frequency: 50 Hz, 60 Hz Page 102 of 658  Prime Power: 25 kVA, 20 kW  Standby Power: 27.5 kVA, 22 kW  Voltage at Single Phase (Switchable):120 V, 240 V, 277 V  Voltage at Three Phase (Switchable):208 V, 240 V, 416 V, 480 V Amperage (two of three requested units must support 240v Open Delta)  Current at Single Phase 120 Volt (V): 60 A x 2  Current at Single Phase 240 Volt (V): 60 A  Current at Three Phase 208 Volt (V): 60 A  Current at Three Phase 240 Volt (V): 60 A  Current at Three Phase 480 Volt (V): 30 A Engine  Engine Model: Isuzu 4LE2T  Environmental Protection Agency (EPA) Emission Level: Tier 4 Final  Engine Type: 4-Cycle, Water-Cooled, Direct Injection, Turbo Charged  Number of Cylinders: 4  Output Power at Rated Speed 1800 Revolutions Per Minute (rpm): 33.3 hp  Governor Type: Electronic  Integral Fuel Tank Capacity: 51.5 gal  Fuel Containment: 110 %  Lubricating Oil Capacity: 2.7 gal  Coolant Capacity: 2.7 gal  Battery Type: 12 V x 1 (12 V System) Fuel Consumption  Fuel Consumption at Full Load: 1.6 gal/h  Fuel Consumption at 75 Percent Load: 1.3 gal/h  Fuel Consumption at 50 Percent Load: 1.0 gal/h  Run Time at Full Load: 32.1 hours Weights and Dimensions  LxWxH without trailer: 67”x31”55”  GVWR: 2950 lb  Sound Level @ 23 feet (no/full load) 63 dBA Item 2: 1 (EA) AIRMAN SDG65S-8E1 65kVA Generator Specifications – or Equal  Armature Connection: Star with Neutral Zig Zag  Load Management System  Number of Poles: 4  Insulation: F-Class  Excitation: Brushless with Automatic Voltage Regulator (AVR)  Voltage Regulation (±): 0.5 %  Power Factor: 0.8  Frequency: 60 Hz Page 103 of 658  Prime Power: 65 kVA, 52 kW  Standby Power: 67 kVA, 53.6 kW  Voltage at Single Phase (Switchable):120 V, 240 V, 277 V  Voltage at Three Phase (Switchable): 208 V, 240 V, 416 V, 480 V Amperage  Current at Single Phase 120 Volt (V): 152 A x 2  Current at Single Phase 240 Volt (V): 152 A  Current at Three Phase 208 Volt (V): 167 A  Current at Three Phase 240 Volt (V): 152 A  Current at Three Phase 480 Volt (V): 76 A Engine  Engine Model: Isuzu 4JJ1X  Environmental Protection Agency (EPA) Emission Level: Tier 4 Final  Engine Type: 4-Cycle, Water-Cooled, Direct Injection, Turbo Charged, DOC, SCR  Number of Cylinders: 4  Output Power at Rated Speed 1800 Revolutions Per Minute (rpm): 86.5 hp  Governor Type: Electronic  Integral Fuel Tank Capacity: 111 gal  Fuel Containment: 110 %  DEF Tank: 7.4 gal  Lubricating Oil Capacity: 4 gal  Coolant Capacity: 3 gal  Battery Type: 12 V x 1 (12 V System) Fuel Consumption  Fuel Consumption at Full Load: 3.9 gal/h  Fuel Consumption at 75 Percent Load: 3.1 gal/h  Fuel Consumption at 50 Percent Load: 2.3 gal/h  Run Time at Full Load: 28.5 hours Weights and Dimensions  LxWxH without trailer: 97”x39”x67”  GVWR: 4189  Sound Level @ 23 feet (no/full load) 59/65 dBA Item 3 - 1 (EA) MULTIQUIP DCA125SSIU4F 125kVA Generator Specifications – or Equal  Armature Connection: Star with Neutral Zig Zag  Load Management System  Number of Poles: 4  Insulation: F-Class  Excitation: Brushless with Automatic Voltage Regulator (AVR)  Voltage Regulation (±): 0.5 %  Power Factor: 0.8 Page 104 of 658  Frequency: 60 Hz  Prime Power: 125 kVA, 100 kW  Standby Power: 1137.5 kVA, 110 kW  Voltage at Single Phase (Switchable):120 V, 240 V, 277 V  Voltage at Three Phase (Switchable): 208 V, 240 V, 416 V, 480 V Amperage  Current at Single Phase 120 Volt (V): 300 A x 2  Current at Single Phase 240 Volt (V): 300 A  Current at Three Phase 240 Volt (V): 300 A  Current at Three Phase 480 Volt (V): 150 A Engine  Engine Model: Isuzu BR-4HK1X  Environmental Protection Agency (EPA) Emission Level: Tier 4 Final  Engine Type: 4-Cycle, Water-Cooled, Direct Injection, Turbo Charged, charged air cooled EGR, DOC, SCR  Number of Cylinders: 4  Output Power at Rated Speed 1800 Revolutions Per Minute (rpm): 170.8 hp  Governor Type: Electronic  Integral Fuel Tank Capacity: 169 gal  DEF Tank: 7.4 gal  Lubricating Oil Capacity: 6.05 gal  Coolant Capacity: 10.3 gal  Battery Type: 12 V x 1 150 Ah (12 V System) Fuel Consumption  Fuel Consumption at Full Load: 7.1 gal/h  Fuel Consumption at 75 Percent Load: 5.6 gal/h  Fuel Consumption at 50 Percent Load: 4.1 gal/h  Run Time at Full Load: 23 hours Weights and Dimensions  LxWxH without trailer: 120”x49”x73”  GVWR: 5291  Sound Level @ 23 feet (full load) 66 dBA Page 105 of 658 PAC MACHINE COMPANY SACRAMENTO, BENICIA, CA. SPARKS, NV FAX: (707) 746-1845 PHONE: (707) 746-4940 DATE: 8/7/2020 FAX/EMAIL: sstrader@cityofukiah.com TO: Seth Strader PHONE: (707) 467-5719 OF: City of Ukiah REF: Bid Request # E38348 Per your request Pac Machine Co. is pleased to quote the following: Equipment Price (1) ANA SDG25S-8E1 25kva Trailer Mounted Sound $22,900/ea Attenuated Generator Driven by Isuzu Diesel Engine (2) ANA SDG25S-8E1 25kva Trailer Mounted Sound $27,900/ea Attenuated Generator Driven by Isuzu Diesel Engine With 4 Position Voltage Selector Switch (1) ANA SDG65S-8E1 65kva Trailer Mounted Sound $52,960/ea Attenuated Generator Driven by Isuzu Diesel Engine With (1) ANA SDG125S-8E1 125kva Trailer Mounted Sound $72,620/ea Attenuated Generator Driven by John Deere Diesel Engine Lead Time for SDG25, 65 and 125: 1-2 Weeks Lead Time for SDG25 w/ 4 Position Selector Switch: 3-4 Weeks Equipment Total: Tax @ 8.875% Shipping $204,280.00 $18,129.85 $3,100.00 Total $225,509.85 FOB: Garden Grove CA Please call with any questions Jeff Woodard (707) 580-3128 Page 106 of 658 AIRMAN generators are manufactured to the highest quality, consistently delivering the industry’s best return on investment. ANA is committed to supplying the finest products with unmatched performance and support, maintaing their value over time. n 25 kVA prime power n Excellent fuel efficiency — runs 32.1 hours at full load n Isuzu diesel engine n EPA Tier 4F and CARB compliant © COPYRIGHT 2019, ANA • Rev. 1 (020819) AIRMAN is a trademark of HOKUETSU INDUSTRIES CO., LTD. Features and specifications may change without notice. Please consult ANA for all current information. Alliance North America Phone: 562-450-3570 E-mail: sales@anacorp.com www.anacorp.com California: 12311 Industry St. • Garden Grove, CA 92841 Texas: 10440 Brockwood Road • Dallas, Texas 75238 South Carolina: 4220 S. Church St. • Roebuck, SC 29376 GENERATORS SDG25S-8E1 25 kVA Page 107 of 658 SPECIFICATIONS GENERATOR SPECIFICATIONS Generator Type AIRMAN Generator End Armature Connection Star with Neutral/Zig Zag No. of Poles 4-Pole Insulation F-Class Excitation Brushless with AVR Voltage Regulation ±0.5% Power Factor %0.8 Frequency 60 Hz / 50 Hz Prime Power 25 kVA /20 kW Standby Power 27.5 kVA /22 kW Voltage Single Phase 120V / 240V / 277V (Switchable) Voltage Three Phase 208V / 240V / 416V / 480V (Switchable) AMPERAGE Single Phase 120V 60 Amp x 2 Single Phase 240V 60 Amp Three Phase 208V 60 Amp Three Phase 240V 60 Amp Three Phase 480V 30 Amp ENGINE SPECIFICATIONS Engine Model Isuzu 4LE2T EPA Emission Level Tier 4 Final Engine Type/Cylinders 4-Cycle, water-cooled, direct injection turbocharged / 4 Output @ Rated Speed (1800 rpm)33.3 HP Governor Type Electronic Integral Fuel Tank Capacity 51.5 gal. Fuel Containment 110% Lubricating Oil Capacity 2.7 gal. Coolant Capacity 2.1 gal. Battery 12V x 1 12V System FUEL CONSUMPTION FULL Load 1.6 gal./hr. 75% Load 1.3 gal./hr. 50% Load 1.0 gal./hr. Run Time @ Full Load 32.1 hr. WEIGHTS AND DIMENSIONS LxWxH without Trailer 67" x 31" x 55" LxWxH with Trailer 119" x 54" x 62" GVWR 2950 lb. Trailer Weight 625 lb. Dry Weight/Operating Weight 2433 lb./2830 lb. Sound Level @ 23 Feet (No/Full Load)63/63 dBA © COPYRIGHT 2019, ANA • Rev. 1 (020819) AIRMAN is a trademark of HOKUETSU INDUSTRIES CO., LTD. Features and specifications may change without notice. Please consult ANA for all current information. Alliance North America Phone: 562-450-3570 E-mail: sales@anacorp.com www.anacorp.com California: 12311 Industry St. • Garden Grove, CA 92841 Texas: 10440 Brockwood Road • Dallas, Texas 75238 South Carolina: 4220 S. Church St. • Roebuck, SC 29376 GENERATORS SDG25S-8E1 25 kVA Page 108 of 658 AIRMAN generators are manufactured to the highest quality, consistently delivering the industry’s best return on investment. ANA is committed to supplying the finest products with unmatched performance and support, maintaining their value over time. n 65 kVA prime power n Excellent fuel efficiency — 24 hour runtime n Isuzu diesel engine n EPA Tier 4 Final © COPYRIGHT 2020, ANA • 020420 AIRMAN is a trademark of HOKUETSU INDUSTRIES CO., LTD. Features and specifications may change without notice. Please consult ANA for all current information. GENERATORS SDG65S-8E1 65 kVA Alliance North America Phone: 562-450-3570 E-mail: sales@anacorp.com www.anacorp.com California: 12311 Industry St. • Garden Grove, CA 92841 Texas: 10440 Brockwood Road • Dallas, Texas 75238 South Carolina: 4220 S. Church St. • Roebuck, SC 29376 Page 109 of 658 SPECIFICATIONS GENERATORS SDG65S-8E1 65 kVA © COPYRIGHT 2020, ANA • 020420 AIRMAN is a trademark of HOKUETSU INDUSTRIES CO., LTD. Features and specifications may change without notice. Please consult ANA for all current information. Alliance North America Phone: 562-450-3570 E-mail: sales@anacorp.com www.anacorp.com California: 12311 Industry St. • Garden Grove, CA 92841 Texas: 10440 Brockwood Road • Dallas, Texas 75238 South Carolina: 4220 S. Church St. • Roebuck, SC 29376 Model SDG65S-8E1 GENERATOR SPECIFICATIONS Generator Type Airman Generator End Armature Connection Star with Neutral/Zig Zag No. of Poles 4-Pole Insulation F-Class Excitation Brushless with AVR Voltage Regulation ±0.5% Power Factor %0.8 Frequency 60 Hz Prime Power 65 kVA / 52 kW Standby Power 67 kVA / 53.6 kW Voltage Single Phase 120V / 240V / 277V (Switchable) Voltage Three Phase 208V / 240V / 416V / 480V (Switchable) AMPERAGE Single Phase 120V 152 Amp x 2 Single Phase 240V 152 Amp Three Phase 208V 167 Amp Three Phase 240V 152 Amp Three Phase 480V 76 Amp Model SDG65S-8E1 ENGINE SPECIFICATIONS Engine Model Isuzu 4JJ1X EPA Emission Level Tier 4 Final Engine Type/Cylinders 4-Cycle, water-cooled, direct injection turbocharged intercooler, DOC, SCR / 4 Output @ Rated Speed (1800 rpm)86.5 HP Governor Type Electronic Integral Fuel Tank Capacity 111 gal. Fuel Containment 110% DEF Tank 7.4 gal. Lubricating Oil Capacity 4.0 gal. Coolant Capacity 3.0 gal. Battery 12V x 1 12V System FUEL CONSUMPTION FULL Load 3.9 gal./hr. 75% Load 3.1 gal./hr. 50% Load 2.3 gal./hr. Run Time @ Full Load 28.5 hr. WEIGHTS AND DIMENSIONS LxWxH without Trailer 97" x 39" x 67" LxWxH with Trailer 160" x 74" x 84.25" GVWR 4189 lb. Trailer Weight 1074 lb. Dry Weight/Operating Weight 3307 lb. / 4189 lb. Sound Level @ 23 Feet (No/ Full Load)59/65 dBA Page 110 of 658 AIRMAN generators are manufactured to the highest quality, consistently delivering the industry’s best return on investment. ANA is committed to supplying the finest products with unmatched performance and support, maintaining their value over time. n 125 kVA prime power n Excellent Fuel Efficiency — 24 hour runtime n Isuzu diesel engine n EPA Tier 4 Final © COPYRIGHT 2020, ANA • 062420 AIRMAN is a trademark of HOKUETSU INDUSTRIES CO., LTD. Features and specifications may change without notice. Please consult ANA for all current information. Alliance North America Phone: 562-450-3570 E-mail: sales@anacorp.com www.anacorp.com California: 12311 Industry St. • Garden Grove, CA 92841 Texas: 10440 Brockwood Road • Dallas, Texas 75238 South Carolina: 4220 S. Church St. • Roebuck, SC 29376 GENERATORS SDG125S-8E1 125 kVA Page 111 of 658 © COPYRIGHT 2020, ANA • 062420 AIRMAN is a trademark of HOKUETSU INDUSTRIES CO., LTD. Features and specifications may change without notice. Please consult ANA for all current information. Alliance North America Phone: 562-450-3570 E-mail: sales@anacorp.com www.anacorp.com California: 12311 Industry St. • Garden Grove, CA 92841 Texas: 10440 Brockwood Road • Dallas, Texas 75238 South Carolina: 4220 S. Church St. • Roebuck, SC 29376 Model SDG125S-8E1 GENERATOR SPECIFICATIONS Generator Type Airman Generator End Armature Connection Star with Neutral/Zig Zag No. of Poles 4-Pole Insulation F-Class Excitation Brushless with AVR Voltage Regulation ±0.5% Power Factor %80 Frequency 60 Hz Prime Power 125 kVA/ 100 kW Standby Power 137.5 kVA/ 110 kW Voltage Single Phase 120V / 127V / 139V / 240V / 254V / 277V (Switchable) Voltage Three Phase 208V / 220V / 240V / 416V / 440V/ 480V (Switchable) AMPERAGE Single Phase 120V 300 Amp x 2 Single Phase 240V 300 Amp Three Phase 208V 328 Amp Three Phase 240V 300 Amp Three Phase 480V 150 Amp Model SDG125S-8E1 ENGINE SPECIFICATIONS Engine Model Isuzu BR-4HK1X EPA Emission Level Tier 4 Final Engine Type/Cylinders 4-Cycle, water-cooled, direct injection turbocharged air-to-air intercooled, DOC, SCR Output @ Rated Speed (1800 rpm)147.9 HP Governor Type Electronic Integral Fuel Tank Capacity 171 gal. DEF Tank 7.4 gal. Fuel Containment 110% Lubricating Oil Capacity 6.1 gal. Coolant Capacity 6.9 gal. Battery 12V-140Ah x 1 12 V System FUEL CONSUMPTION FULL Load 7.4 gal./hr. 75% Load 5.5 gal./hr. 50% Load 3.7 gal./hr. Run Time @ Full Load 23.1 hr. WEIGHTS AND DIMENSIONS LxWxH without Trailer 113.4" x 51.2" x 72.8" LxWxH with Trailer 196" x 79" x 85" GVWR 9900 lb. Trailer Weight 1650 lb. Dry Weight/Operating Weight (generator only)5313 lb. / 6658 lb. Dry Weight/Operating Weight (with trailer)6963 lb. / 8208 lb. Sound Level @ 23 Feet (No/Full Load)66/67 dbA SPECIFICATIONS GENERATORS SDG125S-8E1 125 kVA Page 112 of 658 Page 1 of 1 Agenda Item No: 7.d. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-513 AGENDA SUMMARY REPORT SUBJECT: Approval of Notice of Completion for the Bush & Low Gap Electric Improvement Project, Specification No. 20-05, and Approve Final Payment and the 5% Retention to Wipf Construction, LLC. DEPARTMENT: Electric Utility PREPARED BY: Diann Lucchetti, Administrative Secretary PRESENTER: Consent Calendar ATTACHMENTS: 1. Bush and Low Gap Bid Spec No 20-05 COMBINED 2. 2020-8-19 Notice of Completion-Bush & Low Gap Re-Configuration Summary: Council is being asked to approve a Notice of Completion for the Bush & Low Gap Electric Improvement Project, Specification No. 20-05, and to approve final payment and the 5% retention to Wipf Construction, LLC. Background: The project was awarded to Wipf Construction, LLC. on Wednesday, May 6, 2020, in the amount of $84,595. The project included all labor and materials for the installation of the underground conduit at the intersection of Low Gap and Bush Street to improve reliability and capacity for the northern portion of the city. Discussion: The contracted work was completed by the contractor in conformance with the approved plans and specifications on July 24, 2020 (Attachment 1). The original awarded unit price contract amount, based on estimated quantities, was $84,595. Actual quantities plus one change order, in the amount of $4,940, resulted in a final contract amount of $95,238.75. Final payment of the retention will be made to the contractor after 35 days from the date of the Notice of Completion (Attachment 2) is filed with the County Recorder. Recommended Action: Approve Notice of Completion for the Bush & Low Gap Electric Improvement Project, Specification No. 20-05, and direct the City Clerk to file the Notice of Completion with the County Recorder. BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: $340,000; 80126100.80230.18044 PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: C# 1920-248 COORDINATED WITH: Mary Horger, Financial Services Manager, Mary Williamson, Buyer Page 113 of 658 CITY OF UKIAH MENDOCINO COUNTY, CALIFORNIA SPECIAL PROVISIONS FOR BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT SPECIFICATION NO. 20-05 CITY OF UKIAH DEPARTMENT OF ELECTRIC UTILITY 300 Seminary Avenue Ukiah, California 95482-5400 NON-MANDATORY PRE-BID MEETING: 10:30 a.m., Tuesday March 31st, 2020 Ukiah Civic Center Annex, Conference Room #5, 411 W. Clay Street, Ukiah CA 95482 Bids Open: Tuesday April 14, 2020 2:00 p.m. Office of City Clerk Attachment 1 Page 114 of 658 CITY OF UKIAH MENDOCINO COUNTY, CALIFORNIA CITY COUNCIL: DOUGLAS CRANE – MAYOR JUAN OROZCO – VICE-MAYOR STEVE SCALMANINI – COUNCIL MEMBER JIM BROWN – COUNCIL MEMBER MAUREEN MULHEREN – COUNCIL MEMBER SAGE SANGIACOMO – CITY MANAGER TIM ERIKSEN - DIRECTOR OF PUBLIC WORKS / CITY ENGINEER MARY HORGER – FINANCIAL SERVICES MANAGER KRISTINE LAWLER – CITY CLERK R. ALLEN CARTER - CITY TREASURER CITY OF UKIAH DEPARTMENT OF ELECTRIC UTILITY MARCH 2020 Page 115 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT iii Spec No. 20-05 TABLE OF CONTENTS PAGE NOTICE TO BIDDERS INSTRUCTIONS TO BIDDERS ...................................................................................................................... 1 GENERAL CONDITIONS SECTION 1. PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS .............................................. 3 1-01. Definitions 1-02. Examinations of Plans, Special Provisions and Site of Work 1-03. Proposal 1-04. Withdrawal of Bids 1-05. Public Opening of Bids 1-06. Bid Guaranty 1-07. Qualification of Bidders 1-08. Disqualification of Bidders 1-09. Identification of Subcontractors 1-10. General Provisions of the Standard Specifications 1-11. Addenda SECTION 2. AWARD AND EXECUTION OF CONTRACT ........................................................................... 5 2-01. Award of Contract 2-02. Return of Proposal Guaranties 2-03. Execution of Contract SECTION 3. SCOPE AND INTENT OF CONTRACT .................................................................................... 5 3-01. Effect of Inspection and Payments 3-02. Effect of Extension of Time 3-03. Extra Work 3-04. Assignment of Contract 3-05. Subcontractors 3-06. Interpretation of Special Provisions and Drawings 3-07. Addenda 3-08. Liability of City Officials 3-09. Dispute Resolution SECTION 4. BONDS ..................................................................................................................................... 6 4-01. Faithful Performance Bond 4-02. Material and Labor Bond 4-03. Defective Material and Workmanship Bond 4-04. Notification of Surety Companies SECTION 5. INSURANCE REQUIREMENTS FOR CONTRACTORS ......................................................... 7 5-01. Minimum Scope of Insurance 5-02. Minimum Limits of Insurance 5-03. Deductibles and Self-Insured Retentions 5-04. Other Insurance Provisions 5-05. Acceptability of Insurers Page 116 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT iv Spec No. 20-05 5-06. Verification of Coverage 5-07. Subcontractors SECTION 6. RESPONSIBILITIES AND RIGHTS OF CONTRACTOR ......................................................... 8 6-01. Legal Address of Contractor 6-02. Office of Contractor at Site 6-03. Attention to Work 6-04. Liability of Contractor 6-05. Protection of Persons and Property 6-06. Protection of City Against Patent Claims 6-07. Protection of Contractor's Work Property 6-08. Regulations and Permits 6-09. Construction Utilities 6-10. Approval of Contractor's Plans 6-11. Suggestions to the Contractor 6-12. Termination of Unsatisfactory Subcontracts 6-13. Preservation of Stakes and Marks 6-14. Assistance to Engineer 6-15. Removal of Condemned Materials and Structures 6-16. Proof of Compliance with Contract 6-17. Errors and Omissions 6-18. Cooperation 6-19. Right of Contractor to Stop Work 6-20. Hiring and Dismissal of Employees 6-21. Wage Rates 6-22. Cleaning Up 6-23. Guaranty SECTION 7. RESPONSIBILITIES AND RIGHTS OF CITY ........................................................................ 13 7-01. Authority of the Engineer 7-02. Inspection 7-03. Surveys 7-04. Rights-of-Way 7-05. Retention of Imperfect Work 7-06. Changes in the Work 7-07. Additional Drawings by City 7-08. Additional and Emergency Protection 7-09. Suspension of Work 7-10. Right of City to Terminate Contract 7-11. Use of Completed Portions SECTION 8. WORKMANSHIP, MATERIALS AND EQUIPMENT .............................................................. 15 8-01. General Quality 8-02. Quality in Absence of Detailed Specifications 8-03. Materials and Equipment Specified by Name 8-04. Source of Materials 8-05. Storage of Materials 8-06. Drawings, Samples and Tests SECTION 9. PROSECUTION OF WORK ................................................................................................... 16 9-01. Equipment and Methods 9-02. Time of Completion Page 117 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT v Spec No. 20-05 9-03. Avoidable Delays 9-04. Unavoidable Delays 9-05. Notice of Delays 9-06. Extension of Time 9-07. Unfavorable Weather and Other Conditions 9-08. Saturday, Sunday, Holiday and Night Work 9-09. Hours of Labor SECTION 10. PAYMENT ............................................................................................................................. 17 10-01. Certification by Engineer 10-02. Progress Estimates and Payment 10-03. Substitution of Securities 10-04. Acceptance 10-05. Final Estimate and Payment 10-06. Delay Payments 10-07. Extra Work and Work Omitted 10-08. Compensation for Extra Work or Work Omitted 10-09. Compensation to the City for Extension of Time 10-10. Liquidated Damages for Delay SECTION 11. MISCELLANEOUS ............................................................................................................... 20 11-01. Notice 11-02. Computation of Time 11-03 Claims Procedure Required by Public Contract Code Section 9204 11-04. Litigation and Forum Selection 11-05. Waiver TECHNICAL SPECIFICATIONS SECTION 12. GENERAL INFORMATION .................................................................................................. 23 12-01. Location and Scope of Work 12-02. Arrangement of Technical Specifications 12-03. Arrangement of Plans 12-04. Business Licenses 12-05. Permits 12-06. Standard Specifications and Standard Plans 12-07. Temporary Facilities 12-08. Public Convenience and Safety 12-09. Maintaining Traffic 12-10. Stream Pollution 12-11. Warranties 12-12. Utilities 12-13. Preconstruction Conference 12-14. Safety Requirements 12-15. Notification of Underground Service Alert (USA) SECTION 13. CONSTRUCTION DETAILS ................................................................................................. 25 13-01. General 13-02. Materials 13-03. Quantities 13-04. Payment 13-05. Trenching Page 118 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT vi Spec No. 20-05 13-06. Transformer Box Pad 13-07. Bonding and Grounding 13-08. Maintaining Traffic 13-09. Dust Control and Watering 13-10. Traffic Control 13-11. Protection of Existing Facilities 13-12. Removal Methods 13-13. Vacuum Excavation 13-14. Pipe and Structure Excavation, Backfill and Compaction 13-15. Excavation Safety 13-16. Sprinklers and Landscaping 13-17. Clean-up 13-18. Aggregate Base 13-19. Asphalt Concrete 13-20. Asphalt Concrete Trench Paving 13-21. Curbs, Sidewalks and Miscellaneous Concrete 13-22. Soil and Groundwater Disposal 13-23. Traffic Stripes and Pavement Markings 13-24. Signal, Lighting and Electrical Systems 13-25. Maintaining Existing Systems 13-26. Boring and Jacking SECTION 14. EXCLUSIONS FROM GENERAL CONDITIONS ................................................................. 36 14-01. Provisions to be Excluded from General Conditions SECTION 15. AMENDMENTS TO GENERAL CONDITIONS .................................................................... 36 15-01. Provisions of General Conditions to be Amended CERTIFICATES AND DOCUMENTS BID SUBMITTAL CHECKLIST ...................................................................................................................... 37 PROPOSAL ............................................................................................................................................. 38 BIDDING SCHEDULE ................................................................................................................................... 39 FAIR EMPLOYMENT PRACTICES CERTIFICATION .................................................................................. 42 WORKER'S COMPENSATION CERTIFICATE ............................................................................................ 43 CERTIFICATE OF NONDISCRIMINATION IN EMPLOYMENT ................................................................... 44 LIST OF PROPOSED SUBCONTRACTORS ............................................................................................... 45 STATEMENT OF EXPERIENCE OF BIDDER .............................................................................................. 46 SIGNATURE OF BIDDER ............................................................................................................................. 47 BIDDER'S BOND .......................................................................................................................................... 48 NON-COLLUSION AFFIDAVIT ..................................................................................................................... 49 AGREEMENT ............................................................................................................................................. 50 Page 119 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT vii Spec No. 20-05 INDEMNIFICATION AGREEMENT ............................................................................................................... 54 EXAMPLE BOND FORMS ............................................................................................................................ 55 DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND ............. 59 DEFECTIVE MATERIAL AND W ORKMANSHIP (MAINTENANCE) BOND ................................................. 60 INSURANCE CERTIFICATES AND ENDORSEMENT FORMS APPENDICES: APPENDIX “A” PROJECT DRAWINGS – BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT (2 sheets) APPENDIX “B” - UTILITY CONSTRUCTION STANDARDS 314 1008 EQUIPMENT GROUNDING 317 2431 PEDESTAL BOX PAD INSTALLATION 922 5405 PEDESTAL BOX PAD Page 120 of 658 Page 121 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 1 Spec. No. 20-05 INSTRUCTIONS TO BIDDERS BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT shall be performed in accordance with the Plans and Special Provisions therefor adopted, to which special reference is hereby made. Each bidder must supply all the information required by the bid documents and Special Provisions. Minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color or national origin in consideration for an award of any contract entered into pursuant to this advertisement. Women will be afforded equal opportunity in all areas of employment. However, the employment of women shall not diminish the standards or requirements for the employment of minorities. All proposals or bids shall be accompanied by a cashier's check or certified check payable to the order of the City of Ukiah amounting to 10 percent of the bid, or by a bond in said amount and signed by the bidder and a corporate surety, payable to said City. Said check shall be forfeited, or said bond shall become payable to said City in case the bidder depositing the same does not, within fifteen (15) days after written notice that the contract has been awarded to him: (a) enter into a contract with the City and (b) furnish certificates of insurance and endorsements, a bond of faithful performance and a payment bond as described in the Special Provisions. No bidder shall withdraw his or her bid for a period of thirty (30) calendar days after the date set by the City for the opening thereof. The Contractor and any subcontractors shall each possess a valid City of Ukiah Business License prior to the start of any work. The Contractor shall furnish a project schedule to the Engineer prior to the start of any work and start work as scheduled. The work is to be completed within TWENTY (20) calendar days. The Contractor will pay to the City the sum of five hundred ($500.00) dollars per day for each and every calendar day's delay beyond the time prescribed. The staff shall notify a bidder by telephone, email or fax, if it intends to recommend the rejection of the bidder’s bid. Any bid protest must be filed with the City Clerk not more than five calendar days following the bid opening, or 2 calendar days following notice that staff is recommending the rejection of a bid. If any such timely written protest is filed, all bidders shall be provided a copy of the protest within 2 calendar days of its receipt, which may be delivered to the bidders as an email attachment or by fax. All such bidders may file with the City Manager a written objection or other response to the protest. All objections or responses filed not more than 5 days after receipt of the written protest will be presented to the City Council at its next regular meeting occurring not less than 12 calendar days following the bid opening. The City Council will resolve the bid protest at that meeting based on the written protest, any staff recommendation and all timely written objections and responses. In accordance with the Brown Act, any person may address the City Council on this item during the meeting. The City Council action on the protest shall represent a final decision by the City on the protest. Examination of Site, Drawings, Etc. A non-mandatory pre-bid conference will be held at 10:30 a.m., March 31, 2020, starting at the Ukiah Civic Center Annex, Conference Room #5, 411 West Clay Street, Ukiah CA 95482, and then moving on to the project site, to fully acquaint interested Contractors with local conditions, construction and labor required so that he or she may fully understand the facilities, difficulties and restrictions attending the execution of the work under the Contract. This will be the only opportunity to meet with the project team on the project site. Bidders shall thoroughly examine and be familiar with the Plans and Special Provisions. Oral statements or instructions made during this visit will not constitute an amendment to this solicitation. The City will determine the appropriate action necessary, if any, and may issue a written amendment to the bid request. Each bidder shall visit the site of the proposed work and fully acquaint himself with local conditions, construction and labor required so that he or she may fully understand the facilities, difficulties and restrictions a ttending the Page 122 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 2 Spec. No. 20-05 execution of the work under the Contract. Bidders shall thoroughly examine and be familiar with the Plans and Special Provisions. The failure of any bidder to receive or examine any form, instrument, addendum, or other document, or to visit the site and acquaint himself with conditions there existing, shall in no way relieve the bidder from any obligation with respect to his or her proposal or to the contract. The drawings for the work show conditions as they are supposed or believed by the Engineer to exist; but, it is neither intended nor shall it be inferred that the conditions as shown thereon constitute a representation by the Engineer, the City or its officers that such conditions are actually existent, nor shall the City, the Engineer or any of their officers or representatives be liable for any loss sustained by the Contractor as a result of a variance between the conditions shown on the drawings and the conditions actually revealed during the progress of the work or otherwise. The bidder's attention is directed to the possible existence of obstructions and public improvements within the limits of the work or adjacent thereto, which may or may not be shown on the Drawings. Any bid shall take into consideration that conditions may exist underground or otherwise that are not known to the City or easily detected during a site inspection that could impact the time or cost of completing the project. The City expects the bids to anticipate such conditions so that it can know for budgeting and other purposes the total cost to complete the project before accepting a bid and undertaking the legal obligation to construct the project. In awarding the contract the City relies on the contractor’s representation that its bid anticipates differing site conditions and the additional time or cost that such conditions may necessitate. The bidder shall investigate to his or her satisfaction the conditions to be encountered, the character, quality and quantities of work to be performed and materials to be furnished and the requirements of the Plans, Special Provisions, Standard Specifications, Standard Plans, and Contract Documents. The submission of a proposal shall be considered conclusive evidence that the bidder has made such examination and has accepted the project workplace as a safe workplace to perform the work of the Contract. Bidder Inquiries and Questions Inquiries and questions must be submitted in writing via fax or email to the following designated contact person: Mary Williamson, Buyer II Email: mwilliamson@cityofukiah.com The City reserves the right to not respond to inquiries or questions submitted within 3 business days of the bid opening. Location of the Work All of the work to be performed is within the City of Ukiah. Project is located at intersection of Bush Street and Low Gap Road, UKIAH, CALIFORNIA. Page 123 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 3 Spec. No. 20-05 GENERAL CONDITIONS SECTION 1. PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS 1-01. Definitions. Whenever any word or expression defined in this section, or pronoun used in its stead, occurs in these contract documents, it shall have and is mutually understood to have the meaning given: a."City of Ukiah" or "City" shall mean the City of Ukiah, Mendocino County, California, acting through its City Council or any other board, body, official or officials to which or to whom the power belonging to the Council shall by virtue of any act or acts, hereafter pass or be held to appertain. b."Engineer" shall mean the Engineer duly and officially appointed by the City to supervise and direct the work of construction under this contract, acting personally or through agents or assistants duly authorized by him, such agents or assistants acting within the scope of the particular duties entrusted to them. c. "Inspector" shall mean the engineering or technical inspector or inspectors duly authorized or appointed by the Engineer, limited to the particular duties entrusted to him or her or them. d."Contractor" shall mean the party entering into contract with the City of Ukiah for the performance of work covered by this contract and his or her authorized agents or legal representatives. e."Date of signing of contract" or words equivalent thereto, shall mean the date upon which this contract, with the signature of the Contractor affixed, together with the prescribed bonds, shall be or shall have been delivered to the City or its duly authorized representatives. f. "Day" or "days", unless herein otherwise expressly defined, shall mean a calendar day or days of twenty-four hours each. g."The work" shall mean and include all the work specified, indicated, shown or contemplated in the contract to construct the improvement, including all alterations, amendments or extensions thereto made by contract change order or other written orders of the Engineer. h."Contract drawings", "drawings", "plans" shall mean and include 1) all drawings or plans which may have been prepared by or on behalf of the City, as a basis for proposals, when duly signed and made a part of this contract by incorporation or reference, 2) all drawings submitted in pursuance of the terms of this contract by the successful bidder with his or her proposal and by the Contractor to the City if and when approved by the Engineer and 3) all drawings submitted by the Engineer to the Contractor during the progress of the work as provided for herein. i. Where "as shown", "as indicated", "as detailed" or words of similar import are used, it shall be understood that reference to the drawings accompanying these Special Provisions is made unless stated otherwise. Where "as directed", "as permitted", "approved" or words of similar import are used, it shall be understood that the direction, requirements, permission, approval or acceptance of the Engineer is intended unless stated otherwise. As used herein, "provide" or "install" shall be understood to mean "provide or install complete in place", that is, "furnish and install". "Shall" is mandatory; "may" is permissive. 1-02. Examination of Plans, Special Provisions and Site of Work. The bidder shall examine carefully the Proposal, Plans, Special Provisions, Contract forms and the site of the work contemplated therefor. It will be assumed that the bidder has investigated to his or her satisfaction the conditions to be encountered and the character, quality and requirements of all Plans, Special Provisions, Standard Specifications, and Standard Plans involved. 1-03. Proposal. Bids shall be made on the blank form s prepared by the City. All bids shall give the prices bid, both in writing and in figures and shall be signed by the bidder or his or her authorized representative, with his or her address. If the bid is made by an individual or partner, his or her name and the post office address of his or her Page 124 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 4 Spec. No. 20-05 business or partnership, along with his or her signature or the signature of one or more partners must be shown; if made by a corporation, the bid shall show the name of the state under the laws of which the corporation is chartered, the name of the corporation and the title of the person who signs on behalf of the corporation. Each proposal shall be enclosed in a sealed envelope, endorsed as specified in the notice to bidders. Bidders are warned against making erasures or alterations of any kind and proposals which contain omissions, erasures, conditions, alterations, additions not called for, additional proposals or irregularities of any kind may be rejected. 1-04. Withdrawal of Bids. Any bid may be withdrawn at any time prior to the hour fixed in the notice to bidders for the openings of bids, provided that a request in writing, executed by the bidder or his or her duly authorized representative, for the withdrawal of such bid is filed with the City. The withdrawal of a bid will not prejudice the right of a bidder to file a new bid. 1-05. Public Opening of Bids. Bids will be opened and read publicly at the time and place indicated in the notice to bidders. Bidders or their agents are invited to be present. 1-06. Bid Guaranty. Each bid must be accompanied by a certified check, cashier's check or bidder's bond executed by an admitted surety insurer, payable to the order of the City of Ukiah in an amount not less than 10 percent of the bid as a guarantee that the bidder will enter into a contract, if awarded the work. 1-07. Qualification of Bidders. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. The prime contractor shall be responsible for posting job site notices as prescribed by regulation. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Each bidder shall be licensed under the provisions of Chapter 9, Division 3 of the Business and Professions Code and shall be skilled and regularly engaged in the general class or type of work called for under this contract. A statement setting forth this experience and business standing shall be submitted by each bidder on the form provided herewith. It is the intention of the City to award a contract only to a bidder who furnishes satisfactory evidence that he or she has the requisite experience and ability and that he or she has sufficient capital, facilities and equipment to enable him or her to prosecute the work successfully and promptly within the time and in the manner agreed. In determining the degree of responsibility to be credited to a bidder, the City may weigh evidence that the bidder or his or her personnel charged with the responsibility in the work, has performed satisfactorily other contracts of like nature and magnitude or comparable difficulty at similar rates of progress. 1-08. Disqualification of Bidders. More than one bid from an individual business, partnership, corporation or association, under the same or different names, will not be considered. Reasonable grounds for believing that any bidder is financially interested in more than one bid for the work will cause the rejection of all bids in which he or she is so interested. If there is reason to believe that collusion exists among the bidders, none of the participants in such collusion will be considered. Bids in which the prices obviously are unbalanced may be rejected. 1-09. Identification of Subcontractors. All bids shall comply with the Subletting and Subcontracting Fair Practices Act (Public Contract Code Section 4100 and following) and shall set forth: (a) The name and the location of the place of business of each subcontractor who will perform work or labor, or render service to the prime contractor in or about the construction of the work, or to a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work according to detailed drawings contained in the plans and Special Provisions, in an amount in excess of one-half of 1 percent of the prime contractor's total bid. (b) The portion of the work which will be done by each such subcontractor. The prime contractor shall list only one subcontractor for each such portion defined by the prime contractor in his or her bid. Page 125 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 5 Spec. No. 20-05 1-10. General Provisions of the Standard Specifications. All provisions of the General Provisions, Sections 1 through 11, of the Standard Specifications, shall be applicable to the contract except as modified by these Special Provisions. The Standard Specifications are set forth in Section 12-06 of these Special Provisions. 1-11. Addenda. If it becomes necessary to revise any part of these plans and specifications after they have been released, the City will issue an addendum containing the revision. All addenda will be posted on the City’s website at www.cityofukiah.com/purchasing with the rest of the bid documents. Anyone who intends to submit a bid in response to this Request for Bid must check the website frequently for any posted addenda. Anyone submitting a bid will be deemed to have seen and agreed to be bound by the posted addenda. SECTION 2. AWARD AND EXECUTION OF CONTRACT 2-01. Award of Contract. Award of the contract, if it be awarded, will be to the lowest responsible bidder whose bid complies with all the specified requirements. The award, if made, will be made within thirty (30) days after opening of the bids. The City reserves the right to reject any and all bids and to waive any irregularity in the proposal not pertaining to cost. 2-02. Return of Proposal Guaranties. All bid guaranties will be held until the contract has been fully executed, after which they will be returned upon request to the respective bidders whose bids they accompany. 2-03. Execution of Contract. The contract agreement shall be executed in duplicate by the successful bidder and returned, together with the contract bonds, insurance certificates and endorsements, within fifteen (15) days after written notice of the award of the contract. After execution by the City; one copy shall be filed with the City and one copy shall be returned to the Contractor. If the bidder fails or refuses to enter into the contract agreement within the required time, then the bid guaranty accompanying the bid shall be forfeited to the City. SECTION 3. SCOPE AND INTENT OF CONTRACT 3-01. Effect of Inspection and Payments. Neither the inspection by the Engineer or an inspector, nor any order, measurement or approved modification, nor certificate or payment of money, nor acceptance of any part or whole of the work, nor any extension of time, nor any possession by the City or its agents, shall operate as a waiver of any provision of this contract or of any power reserved therein to the City, or of any right to damages thereunder; nor shall any breach of this contract be held to be a waiver of any subsequent breach. All remedies shall be construed as cumulative. 3-02. Effect of Extension of Time. The granting of any extension of time on account of delays which, in the judgement of the City, are avoidable delays shall in no way operate as a waiver on the part of the City of its rights under this contract. 3-03. Extra Work. If extra work orders are given in accordance with provisions of this contract, such work shall be considered a part hereof and shall be subject to each and all of its terms and requirements. 3-04. Assignment of Contract. The contract may be assigned or sublet in whole or in part only upon the written consent of the City acting through its authorized agents. Consent will not be given to any proposed assignment which would relieve the original contractor or its surety of their responsibilities under the contract nor will the Engineer consent to any assignment of a part of the work under the contract. 3-05. Subcontractors. The Contractor shall be as fully responsible for the acts and omissions of his or her subcontractors and of persons either directly or indirectly employed by them, as he or she is for the acts and omissions of persons directly employed by him. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the work to bind subcontractors to the terms of this Contract which are applicable to the work of subcontractors. Nothing contained in this contract shall be construed to create or shall be relied upon to create any contractual relationship between any subcontractor and the City and no action may be brought by any subcontractor against the City based on this contract. Page 126 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 6 Spec. No. 20-05 3-06. Interpretation of Special Provisions and Drawings. The Special Provisions and the Contract Drawings are intended to be explanatory of each other. Any work indicated in the Contract Drawings and not in the Special Provisions, or vice versa, is to be executed as if indicated in both. In case of a discrepancy or conflict between the Technical Specifications and Contract Plans, the Technical Specifications shall govern. All work shown on the Contract Drawings, the dimensions of which are not figured, shall be accurately followed to the scale to which the drawings are made, but figured dimensions are in all cases to be followed, where given, though they differ from scaled measurements. Large scale drawings shall be followed in preference to small scale drawings. Should it appear that the work to be done, or any of the matters relative thereto, are not sufficiently detailed or explained in these contract documents, including the contract drawings, the Contractor shall apply to the Engineer for such further explanations as may be necessary and shall conform thereto as part of this contract, so far as may be consistent with the terms of this contract. In the event of any doubt or questions arising respecting the true meaning of the Special Provisions, reference shall be made to the Engineer and his or her decision thereon shall be final. If the Contractor believes that a clarification or interpretation justifies an increase in the contract price or contract time, the Contractor must comply with the written notice provisions of Sections 9-05 and 10-07 of these Special Provisions. Contractor’s attention is directed to Section 12-06 of the Technical Specifications regarding the Standard Specifications and Standard Plans. 3-07. Addenda. If it becomes necessary to revise any part of these plans and specifications after they have been released, the City will issue an addendum containing the revision. All addenda will be posted on the City’s website at www.cityofukiah.com/purchasing with the rest of the bid documents. Anyone who intends to submit a bid in response to this Request for Bid must check the website frequently for any posted addenda. Anyone submitting a bid will be deemed to have seen and agreed to be bound by the posted addenda. 3-08. Liability of City Officials. No city official, nor the Engineer, nor any authorized assistant of any of them, shall be personally responsible for any liability arising under this contract. 3-09. Dispute Resolution. Claims of $375,000 or less by the Contractor that arise under this Contract are subject to the mandatory dispute resolutions provisions in Public Contract Code Sections 20104-20104.6. SECTION 4. BONDS 4-01. Faithful Performance Bond. As a part of the execution of this contract, the Contractor shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit, or certificates of deposit, acceptable to the City, conditioned upon the faithful performance of all covenants and stipulations under this contract. The amount of the bond shall be 100 percent of the total contract price, as this sum is set forth in the agreement. 4-02. Material and Labor Bond. As a part of the execution of this contract, the Contractor shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit or certificates of deposit acceptable to the City in a sum not less than 50 percent of the total contract price, as this sum is set forth in the agreement for the payment in full of all persons, companies or corporations who perform labor upon or furnish materials to be used in the work under this contract, in accordance with the provisions of Sections 3247 through 3252 inclusive of the Civil Code of the State of California and any acts amendatory thereof. 4-03. Defective Material and Workmanship Bond. As a condition precedent to the completion of this contract, the Contractor shall furnish a bond of a surety company acceptable to the City in an amount not less than 5 percent (5%) of the final contract price, to hold good for a period of one (1) year after the completion and acceptance of the work, to protect the City against the results of defective materials, workmanship and equipment during that time. This bond shall be delivered to the City before the final payment under this contract will be made. 4-04. Notification of Surety Companies. The surety companies shall familiarize themselves with all of the conditions and provisions of this contract and they waive the right of special notification of any change or modification of this contract or of extension of time, or decreased or increased work, or of the cancellation of the contract, or of any other act or acts by the City or its authorized agents, under the terms of this contract; and failure to so notify the aforesaid surety companies of changes shall in no way relieve the surety companies of their obligation under this contract. Page 127 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 7 Spec. No. 20-05 SECTION 5. INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his or her agents, representatives, employees or subcontractors. 5-01. Minimum Scope of Insurance Coverage shall be at least as broad as: 1.Insurance Services Office Commercial Liability Coverage (occurrence form CG 0001). 2.Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3.Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. 4.Course of Construction insurance covering for “all risks” of loss. 5-02. Minimum Limits of Insurance Contractor shall maintain limits no less than: 1.General Liability:$2,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2.Automobile Liability:$2,000,000 per accident for bodily injury and property damage. 3.Employer's Liability:$1,000,000 per accident for bodily injury and property damage. 4.Course of Construction: Completed value of the project with no co-insurance penalty provisions. 5-03. Deductibles and Self-insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 5-04. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1.The City, its officers, officials, employees and volunteers are to be covered as Additional Insured with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy. 2.The workers’ compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City. Page 128 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 8 Spec. No. 20-05 3.For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees or volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 4.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 5.Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of Civil Code. 5-05. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than the following: A++ VII A- VIII A+ VII B++ X A VII B+ X 5-06. Verification of Coverage. Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements shall be on forms provided by the City or on other than the City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received within 15 days from written notice of contract award, and the work shall not commence until the certificates and endorsements have been approved by the City. The City reserves the right to require complete certified copies of all required insurance policies, including endorsements affecting the coverage required by these Special Provisions at any time. 5-07. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. SECTION 6. RESPONSIBILITIES AND RIGHTS OF CONTRACTOR 6-01. Legal Address of Contractor. Both the address given in the proposal and the Contractor's office in the vicinity of the work are hereby designated as places to either of which drawings, samples, notices, letters or other articles or communications to the Contractor may be mailed or delivered. The delivery at either of these places of any such thing from the City or its agents to the Contractor shall be deemed sufficient service thereof upon the Contractor and the date of such service shall be the date of such delivery. The address named in the proposal may be changed at any time by notice in writing from the Contractor to the City. Nothing herein contained shall be deemed to preclude or render inoperative the service of any drawing, sample, notice, letter or other article or communication to or upon the Contractor personally. 6-02. Office of Contractor at Site. During the performance of this contract, the Contractor shall maintain a suitable office at the site of the work which shall be the headquarters of a representative authorized to receive drawings and any such thing given to the said representatives or delivered at the Contractor's office at the site of work in his or her absence shall be deemed to have been given to the Contractor. 6-03. Attention to Work. The Contractor shall give his or her personal attention to and shall supervise the work to the end that it shall be prosecuted faithfully and when he or she is not personally present on the work, he or she shall at all reasonable times be represented by a competent superintendent or foreman who shall receive and obey all instructions or orders given under this contract and who shall have full authority to execute the same and to supply materials, tools and labor without delay and who shall be the legal representative of the Contractor. The Contractor shall be liable for the faithful observance of any instructions delivered to him or her or to his or her authorized representative. Page 129 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 9 Spec. No. 20-05 6-04. Liability of Contractor. The Contractor shall do all of the work and furnish all labor, materials, tools and appliances, except as otherwise herein expressly stipulated, necessary or proper for performing and completing the work herein required in the manner and within the time herein specified. The mention of any specific duty or liability imposed upon the Contractor shall not be construed as a limitation or restriction of any general liability or duty imposed upon the Contractor by this contract, said reference to any specific duty or liability being made herein merely for the purpose of explanation. The right of general supervision by the City shall not make the Contractor an agent of the City and the liability of the Contractor for all damages to persons or to public or private property, arising from the Contractor's execution of the work, shall not be lessened because of such general supervision. Until the completion and final acceptance by the City of all the work under and implied by this contract, the work shall be under the Contractor's responsible care and charge. The Contractor shall rebuild, repair, restore and make good all injuries, damages, re-erections and repairs, occasioned or rendered necessary by causes of any nature whatsoever, excepting only acts of God and none other, to all or any portions of the work, except as otherwise stipulated. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless the City and its officers, directors, agents and employees from and against all claims, damages, losses and expenses including but not limited to attorneys' fees, costs of suit, expert witness fees and expenses and fees and costs of any necessary private investigators arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, other than the work itself, including the loss of use resulting therefrom and (2) is caused in whole or in part by any act or omission of the Contractor, any subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder, or by the negligence or omission of a party indemnified herein. In any and all claims against the City or any of its agents or employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts. The obligation to indemnify shall extend to and include acts of the indemnified party which may be negligent or omissions which may cause negligence. The City shall have the right to estimate the amount of such damage and to cause the City to pay the same and the amount so paid for such damage shall be deducted from the money due the Contractor under this contract; or the whole or so much of the money due or to become due the Contractor under this contract as may be considered necessary by the City, shall be retained by the City until such suits or claims for damages shall have been settled or otherwise disposed of and satisfactory evidence to that effect furnished to the City. 6-05. Protection of Persons and Property. The Contractor shall furnish such watchman, guards, fences, warning signs, walks and lights as shall be necessary and shall take all other necessary precautions to prevent damage or injury to persons or property. All property line fences and improvements in the vicinity of the work shall be protected by the Contractor and, if they are injured or destroyed, they and any other property injured by the Contractor, his or her employees or agents, shall be restored to a condition as good as when he or she entered upon the work. 6-06. Protection of City Against Patent Claims. All fees, royalties or claims for any patented invention, article or method that may be used upon or in any manner connected with the work under this contract shall be included in the price bid for the work and the Contractor and his or her sureties shall protect and hold the City, together with all of its officers, agents, servants and employees, harmless against any and all demands made for such fees or claims brought or made on account of this contract. The Contractor shall, if requested by the Engineer , furnish acceptable proof of a proper release from all such fees or classes. Should the Contractor, his or her agents, servants or employees, or any of them be enjoined from furnishing or using any invention, article, material or appliance supplied or required to be supplied or used under this contract, the Contractor shall promptly substitute other articles, materials or appliance, in lieu thereof, of equal efficiency, quality, finish, suitability and market value and satisfactory in all respects to the Engineer. Or, in the event that the Page 130 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 10 Spec. No. 20-05 Engineer elects, in lieu of such substitution, to have supplied and to retain and use, any such invention, article, material or appliance, as may by this contract be required to be supplied, in that event the Contractor shall pay such royalties and secure such valid licenses as may be requisite and necessary for the City, its officers, agents, servants and employees, or any of them, to use such invention, article, material or appliance without being disturbed or in any way interfered with by any proceeding in law or equity on account thereof. Should the Contractor neglect or refuse to make the substitution promptly, or to pay such royalties and secure such licenses as may be necessary, then in that event the Engineer shall have the right to make such substitution, or the City may pay such royalties and secure such licenses and charge the cost thereof against any money due to the Contractor from the City or recover the amount thereof from him or her and his or her sureties notwithstanding final payment under this contract may have been made. 6-07. Protection of Contractor's Work Property. The Contractor shall protect his or her work, supplies and materials from damage due to the nature of the work, the action of the elements, trespassers, or any cause whatsoever under his or her control, until the completion and acceptance of the work. Neither the City nor any of its agents assumes any responsibility for collecting indemnity from any person or persons causing damage to the work of the Contractor. 6-08. Regulations and Permits. The Contractor shall secure and pay for all permits, give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the work as drawn and specified. If the Contractor observes that the Plans and Special Provisions are at variance therewith, he or she shall promptly notify the Engineer in writing and any necessary changes shall be adjusted as provided in the contract for changes in the work. The contractor and any subcontractors shall each secure and maintain a valid City of Ukiah Business License. The City of Ukiah will issue a no fee encroachment permit to the Contractor allowing him or her to perform work within City right of way or within City property after the Contract Documents have been executed and insurance certificates and endorsements have been approved by the City. 6-09. Construction Utilities. The Contractor shall be responsible for providing for and in behalf of his or her work under this contract, all necessary utilities, such as special connection to water supply, telephones, power lines, fences, roads, watchmen, suitable storage places, etc. 6-10. Approval of Contractor's Plans. The approval by the Engineer of any drawing or any method of work proposed by the Contractor in accordance with paragraph 8-06 shall not relieve the Contractor of any of his or her responsibility for his or her errors therein and shall not be regarded as any assumption of risk or liability by the City or any officer or employee thereof and the Contractor shall have no claim under this contract on account of the failure or partial failure or inefficiency of any plan or method so approved. Such approval shall be considered to mean merely that the Engineer has no objection to the Contractor's using, upon his or her own full responsibility the plan or method approved. 6-11. Suggestions to the Contractor. Any plan or method of work suggested by the Engineer to the Contractor, but not specified or required, if adopted or followed by the Contractor in whole or in part, shall be used at the risk and responsibility of the Contractor; and the Engineer and the City shall assume no responsibility thereof. 6-12. Termination of Unsatisfactory Subcontracts. Should any subcontractor fail to perform in a satisfactory manner the work undertaken by him, such subcontract shall be terminated immediately by the Contractor upon notice from the Engineer. 6-13. Preservation of Stakes and Marks. The Contractor shall preserve carefully bench marks, reference points and stakes and in case of destruction he or she shall replace his or her stakes, reference points and bench marks and shall be responsible for any mistakes that may be caused by their unnecessary loss or disturbance. Contractor’s attention is directed to Section 7-03 of these Special Provisions. 6-14. Assistance to Engineer. At the request of the Engineer the Contractor shall provide men from his or her force and tools, stakes and other materials to assist the Engineer temporarily in making measurements and surveys and in establishing temporary or permanent reference marks. Payment for such materials and assistance will be made as provided for under the caption "Extra Work," provided, however, that the cost of setting stakes and marks carelessly lost or destroyed by the Contractor's employees will be assessed to the Contractor. 6-15. Removal of Condemned Materials and Structures. The Contractor shall remove from the site of the work, without delay, all rejected and condemned materials or structures of any kind brought to or incorporated in the work Page 131 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 11 Spec. No. 20-05 and upon his or her failure to do so, or to make satisfactory progress in so doing, within forty-eight (48) hours after the service of a written notice from the Engineer, the condemned material or work may be removed by the City and the cost of such removal shall be taken out of the money that may be due or may become due the Contractor on account of or by virtue of this contract. No such rejected or condemned material shall again be offered for use by the Contractor under this Contract. 6-16. Proof of Compliance with Contract. In order that the Engineer may determine whether the Contractor has complied with the requirements of this contract, not readily enforceable through inspection and tests of the work and materials, the Contractor shall, at any time when requested, submit to the Engineer properly authenticated documents or other satisfactory proofs as to his or her compliance with such requirements. 6-17. Errors and Omissions. If the Contractor, in the course of the work, finds any errors or omissions in plans or in the layout as given by survey points and instruction, or if he or she finds any discrepancy between the plans and the physical conditions of the locality, he or she shall immediately inform the Engineer, in writing and the Engineer shall promptly verify the same. Any work done after such discovery, until authorized, will be done at the Contractor's risk. 6-18. Cooperation. The Contractor shall cooperate with all other contractors who may be performing work in behalf of the City and workmen who may be employed by the City on any work in the vicinity of the work to be done under this contract with the work of such contractors or workmen. he or she shall make good promptly, at his or her own expense, any injury or damage that may be sustained by other contractors or employees of the City at his or her hands. Any difference or conflict which may arise between the Contractor and other contractors, or between the contractor and workmen of the City in regard to their work shall be adjusted and determined by the Engineer. If the work of the Contractor is delayed because of any acts or omissions of any other contractor or of the City, the Contractor shall on that account have no claim against the City other than for an extension of time. 6-19. Right of Contractor to Stop Work. Under the following conditions the Contractor shall have the right, if he or she so desires, to stop the work and terminate the contract upon ten (10) days written notice to the Engineer and recover from the City payment for all work actually performed and for all satisfactory materials actually delivered to the site of the work for permanent incorporation therein, all as may be shown by the estimate of the Engineer. (1) If the work is stopped under an order of any court or other competent public authority for a period of time of three (3) months through no act or fault of the Contractor or of anyone employed by him. (2) If the Engineer fails to issue the monthly certificate for payment in accordance with the terms of this contract. (3) If the City fails to pay the Contractor within sixty (60) days after it shall have become due, as provided by the terms of this contract, any sum certified by the Engineer or awarded by the City. All provided that if such action to terminate the contract be not instituted by the Contractor within ten (10) days after the alleged existence of such condition and if written notice of such action be not at that time delivered to the City and the Engineer, then such right shall lapse until another occasion arises according to this section. 6-20. Hiring and Dismissal of Employees. The Contractor shall employ only such foremen, mechanics and laborers as are competent and skilled in their respective lines of work and whenever the Engineer shall notify the Contractor that any person on the work is, in his or her opinion, incompetent, unfaithful, intemperate or disorderly, or refuses to carry out the provisions of this contract, or uses threatening or abusive language to any person on the work representing the City, or is otherwise unsatisfactory, such person shall be discharged im mediately from the work and shall not be re-employed upon it except with the consent of the Engineer. 6-21. Wage Rates. 1.Contractor shall pay all mechanics and laborers employed or working upon the site of the work unconditionally and without subsequent deductions or rebate on any account the full amounts due at the time of payment at wage rates not less than those contained in the applicable prevailing wage Page 132 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 12 Spec. No. 20-05 determination, regardless of any contractual relationship which may be alleged to exist between the Contractor and subcontractors and such laborers and mechanics. 2. Contractor shall comply with the California Labor Code Section 1775. In accordance with said Section 1775, Contractor shall forfeit as a penalty to the Owner, $50.00 (or the higher minimum penalty as provided in Section 1775(B)(ii) – (iii)) for each calendar day or portion thereof, for each workman paid less than the stipulated prevailing rates for such work or craft in which such workman is employed for any work done under the Contract by him or her or by any subcontractor under him or her in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each workman for each calendar day or portion thereof for which each workman was paid less than the stipulated prevailing wage rate shall be paid to each workman by the Contractor. 3. Pursuant to the provision of Section 1770 of the Labor Code of the State of California, Owner has ascertained the general prevailing rate of wages (which rate includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to the work to be done, for straight time work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of workmen concerned. Copies of the General Prevailing Wage Determination are available on the Internet at web address: http://www.dir.ca.gov/DLSR/PWD The Contractor shall post the wage determination at the site of work in a prominent place where it can easily be seen by the workers. 4. City will not recognize any claim for additional compensation because the Contractor has paid any rate in excess of the prevailing wage rate obtained by the Contractor. The possibility of wage increases is one of the elements to be considered by the Contractor in determining his or her bid and will not in any circumstances be considered as the basis for a claim against the City. 5. The Labor Commissioner through the Division of Labor Standards Enforcement (DLSE) may at any time require contractors and subcontractors to furnish electronic certified payroll records directly to DLSE. Commencing with contracts awarded or after April 1, 2015, all contractors and subcontractors must furnish electronic certified payroll records directly to the DLSE. 6. Travel and Subsistence Payments. Contractor shall make travel and subsistence payments to each workman needed to execute the work in accordance with the requirements in Section 1773.8 of the Labor Code (Chapter 880, Statutes of 1968). 7. Apprentices. Attention is directed to the provisions in Sections 1777.5 (Chapter 1411, Statutes of 1968) and 1777.6 of the California Labor Code concerning the employment of apprentices by the Contractor or any subcontractor under him. Contractor and any subcontractor under him or her shall comply with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 6-22. Cleaning Up. The Contractor shall not allow the site of the work to become littered with trash and waste material, but shall maintain the same in a neat and orderly condition throughout the construction period. The Engineer shall have the right to determine what is or is not waste material or rubbish and the place and manner of disposal. On or before the completion of the work, the Contractor shall without charge therefore carefully clean out all pits, pipes, chambers or conduits and shall tear down and remove all temporary structures built by him or her and shall remove rubbish of all kind from any of the grounds which he or she has occupied and leave them in first class condition. Page 133 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 13 Spec. No. 20-05 6-23. Guaranty. All work shall be guarantied for a period of one year from the date of acceptance by the City. The Contractor shall promptly make all needed repairs arising out of defective materials, workmanship and equipment. The City is hereby authorized to make such repairs if within ten days after the mailing of a notice in writing to the Contractor or his or her agent, the Contractor shall neglect to make or undertake with due diligence the aforesaid repairs, provided, however, that in case of an emergency where, in the opinion of the City delay would cause serious loss or damage, repairs may be made without notice being sent to the Contractor and the Contractor shall pay the costs thereof. Pursuant to the provisions of Section 4-03 of these Special Provisions, the Contractor shall furnish a Defec tive Material and Workmanship Bond in an amount not less than 5 percent of the final contract price, which shall be effective for a period of one (1) year after the completion and acceptance of the work. SECTION 7. RESPONSIBILITIES AND RIGHTS OF CITY 7-01. Authority of the Engineer. All work done under this contract shall be done in a workmanlike manner and shall be performed to the reasonable satisfaction of the Engineer, who shall have general supervision of all work included hereunder. To prevent disputes and litigation, the Engineer (1) shall in all cases determine the amount, quality, acceptability and fitness of the several kinds of work and materials which are to be paid for under this contract, (2) shall decide all questions relative to the true construction, meaning and intent of the Special Provisions and Drawings, (3) shall decide all questions which may arise relative to the classifications and measurements of quantities and materials and the fulfillment of this contract and (4) shall have the power to reject or condemn all work or material which does not conform to the terms of this contract. his or her estimate and decision in all matters shall be a condition precedent to an appeal for arbitration, or the right of the Contractor to receive, demand, or claim any money or other compensation under this agreement and a condition precedent to any liability on the part of the City to the Contractor on account of this contract. Whenever the Engineer shall be unable to act, in consequence of absence or other cause, then such engineer as the Engineer or the City shall designate, shall perform any and all of the duties and be vested with any or all of the powers herein given to the Engineer. 7-02. Inspection. The City will provide engineering personnel for the inspection of the work. The Engineer and his or her representatives shall at all times have access to the work whenever it is in preparation or progress and the Contractor shall provide proper facilities for such access and inspection. If the Special Provisions, the Engineer's instruction, laws, ordinances, or any public authority require any work to be specially tested or approved, the Contractor shall give the Engineer timely notice of its readiness for inspection and, if the inspection is by an authority other than the Engineer, of the date fixed for such inspection. Inspections by the Engineer shall be promptly made at the source of supply where practicable. If any work shall be covered up without approval or consent of the Engineer, it must, if required by the Engineer, be uncovered for examination and properly restored at the Contractor's expense. Re-examination of any work may be ordered by the Engineer and, if so ordered, the work must be uncovered by the Contractor. If such work is found to be in accordance with the contract documents, the City shall pay the cost of re- examination and replacement. If such work is not in accordance with the contract documents, the Contractor shall pay such cost. Properly authorized and accredited inspectors shall be considered to be the representatives of the City limited to the duties and powers entrusted to them. It will be their duty to inspect materials and workmanship of those portions of the work to which they are assigned, either individually or collectively, under instructions of the Engineer and to report any and all deviations from the Drawings, Special Provisions and other contract provisions which may come to their notice. Any inspector may be considered to have the right to order the work entrusted to his or her supervision stopped, if in his or her opinion such action becomes necessary, until the Engineer is notified and has determined and ordered that the work may proceed in due fulfillment of all contract requirements. 7-03. Surveys. Contractor shall furnish all land surveys, establish all base lines and bench marks and make sufficient detailed surveys needed for working points, lines and elevations. The Contractor shall develop all slope stakes and batter boards. Contractor shall also develop all additional working points, lines and elevations as he or she may desire to facilitate his or her methods and sequence of construction. Page 134 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 14 Spec. No. 20-05 7-04. Rights-of-Way. The City will provide all necessary rights-of-way and easements in or beneath which work will be performed by the Contractor under this contract. 7-05. Retention of Imperfect Work. If any portion of the work done or material furnished under this contract shall prove defective and not in accordance with the Plans and Special Provisions, and if the imperfection in the same shall not be of sufficient magnitude or importance to make the work dangerous or undesirable, the Engineer shall have the right and authority to retain such work instead of requiring the imperfect work to be removed and reconstructed, but he or she shall make such deductions therefor in the payments due or to become due the Contractor as may be just and reasonable. 7-06. Changes in the Work. The Engineer shall have the right, in writing, to order additions to, omissions from, or corrections, alterations and modifications in the line, grade, form, dimensions, plan, or kind or amount of work or materials herein contemplated, or any part thereof, either before or after the beginning of construction. However, the arithmetical sum of the cost to the City of additions and subtractions from the work under this contract shall not exceed 10 percent of original contract amount or $5,000, whichever is the greater, unless based upon a supplementary agreement to be made therefore. The order of such additions, omissions, corrections, alterations and modifications shall be in writing and signed by the Engineer and, in order, shall then be binding upon the Contractor. The Contractor shall proceed with the work as changed and the value of such change shall be determined as provided for in section 10-07 of these Special Provisions. Such alterations shall in no way affect, vitiate, or make void this contract or any part thereof, except that which is necessarily affected by such alterations and is clearly the evident intention of the parties to this contract. 7-07. Additional Drawings by City. The drawings made a part of this contract at the time of its execution are intended to be fairly comprehensive and to indicate in more or less detail the scope of the work. In addition to these drawings, however, the Engineer shall furnish such additional drawings from time to time during the progress of the work as are necessary to make clear or to define in greater detail the intent of the Special Pr ovisions and the contract drawings and the Contractor shall make his or her work conform to all such drawings. 7-08. Additional and Emergency Protection. Whenever, in the opinion of the Engineer, the Contractor has not taken sufficient precautions for the safety of the public or the protection of the works to be constructed under this contract, or of adjacent structures or property which may be injured by the processes of construction on account of such neglect and whenever, in the opinion of the Engineer, an emergency shall arise and immediate action shall be considered necessary in order to protect public or private, personal or property interest, then and in that event, the Engineer, with or without notice to the Contractor may provide suitable protection to the said interests by causing such work to be done and such material to be furnished as shall provide such protection as the Engineer may consider necessary and adequate. The cost and expense of such work and material so furnished shall be borne by the Contractor and, if the same shall not be paid on presentation of the bills therefor, then such costs shall be deducted from any amounts due or to become due the Contractor. The performance of such emergency work under the direction of the Engineer shall in no way relieve the Contractor from any damages which may occur during or after such precaution has been taken by the Engineer. 7-09. Suspension of Work. The City may at any time suspend the work or any part thereof by giving five (5) days written notice to the Contractor. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor so to do. The City shall reimburse the Contractor for expense incurred by the Contractor in connection with the work under this contract as a result of such suspension. If the work, or any part thereof, shall be stopped by the notice in writing aforesaid and if the City does not give notice in writing to the Contractor to resume work at a date within ten (10) days of the date fixed in the written notice to suspend, then the Contractor may abandon that portion of the work so suspended and he or she will be entitled to the estimates and payments for all work done on the portions so abandoned, if any, plus 5 percent of the value of the work so abandoned, to compensate for loss of overhead, plant expense and anticipated profit. 7-10. Right of City to Terminate Contract. If the Contractor should be adjudged a bankrupt, or if he or she should make a general assignment for the benefit of his or her creditors, or if a receiver should be appointed on Page 135 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 15 Spec. No. 20-05 account of his or her insolvency, or if he or she should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to supply sufficient properly skilled workmen or proper materials, or if he or she should fail to make prompt payments to subcontractors or for material or labor, or persistently disregard laws, ordinances or the instructions of the Engineer, or otherwise be guilty of a substantial violation of any provision of the contract, then the City, upon the certificate of the Engineer that sufficient cause exists to justify such action, may, without prejudice to any other right or remedy and after giving the Contractor seven days written notice, terminate the employment of the Contractor and take possession of the premises and of all materials, tools and appliances and finish the work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the contract price shall exceed the expense of finishing the work, including compensation for additional managerial and administrative services, such excess shall be paid to the Contractor. If such expense shall exceed such unpaid balance, the Contractor shall pay the difference to the City. The expense incurred by the City as herein provided and the damage incurred through the Contractor's default, shall be certified by the Engineer. 7-11. Use of Completed Portions. The City shall have the right to take possession of and use any completed or partially completed portions of the work, notwithstanding the time for completing the entire work or such portions which may not have expired; but such taking possession and using shall not be deemed an acceptance of any work not completed in accordance with the contract documents. If such prior use increases the cost of or delays the work, the Contractor shall be entitled to such extra compensation, or extension of time or both, as the Engineer may determine. SECTION 8. WORKMANSHIP, MATERIALS and EQUIPMENT 8-01. General Quality. Materials and equipment shall be new and of a quality equal to that specified or approved. Work shall be done and completed in a thorough and workmanlike manner. 8-02. Quality in Absence of Detailed Specifications. Whenever under this contract it is provided that the Contractor shall furnish materials or manufactured articles or shall do work for which no detailed specifications are set forth, the materials or manufactured articles shall be of the best grade in quality and workmanship obtainable in the market from firms of established good reputation, or, if not ordinarily carried in stock, shall conform to the usual standards for first-class materials or articles of the kind required, with due consideration of the use to which they are to be put. In general, the work performed shall be in full conformity and harmony with the intent to secure the best standard of construction and equipment of the work as a whole or in part. 8-03. Materials and Equipment Specified by Name. Whenever any material or equipment is indicated or specified by patent or proprietary name or by the name of the manufacturer, such specification shall be considered as used for the purpose of describing the material or equipment desired and shall be considered as followed by the words "or approved equal". The Contractor may offer any material or equipment which shall be equal in every respect to that specified, provided that written approval first is obtained from the Engineer. 8-04. Source of Materials. Price, fitness and quality being equal, preference shall be given by the Contractor for supplies grown, manufactured or produced in the State of California and, next, for such products partially produced in this State in accordance with Government Code Section 4332. 8-05. Storage of Materials. Materials shall be so stored to ensure the preservation of their quality and fitness for the work. They shall be so located and disposed that prompt and proper inspection thereof may be made. 8-06. Drawings, Samples and Tests. As soon as possible after execution of the contract, the Contractor shall submit to the Engineer, in quintuplicate, sufficient information including, if necessary, assembly and detail drawings to demonstrate fully that the equipment and materials to be furnished comply with the provisions and intent of these Special Provisions and Drawings. If the information thus submitted indicates the equipment or materials is acceptable, the Engineer will return one copy stamped with his or her approval; otherwise, one copy will be returned with an explanation of why the equipment or material is unsatisfac tory. The Contractor shall have no claims for damages or for extension of time on account of any delay due to the revision of drawings or rejection of material. Fabrication or other work performed in advance of approval shall be done entirely at the Contractor's risk. After approval of equipment or material, the Contractor shall not deviate in any way from the design and specifications given without the written consent of the Engineer. Page 136 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 16 Spec. No. 20-05 When requested by the Engineer, a sample or test specimens of the materials to be used or offered for use in connection with the work shall be prepared at the expense of the Contractor and furnished by him or her in such quantities and sizes as may be required for proper examination and tests, with all freight charges prepaid and with information as to their sources. All samples shall be submitted before shipment and in ample time to permit the making of proper tests, analyses, or examination before the time at which it is desired to incorporate the material into the work. All tests of materials furnished by the Contractor shall be made by the Engineer. Samples shall be secured and tested whenever necessary to determine the quality of the material. SECTION 9. PROSECUTION OF WORK 9-01. Equipment and Methods. The work under this contract shall be prosecuted with all materials, tools, machinery, apparatus and labor and by such methods as are necessary to the complete execution of everything described, shown, or reasonably implied. If at any time before the beginning or during the progress of the work, any part of the Contractor's plant or equipment, or any of his or her methods of execution of the work, appear to the Engineer to be unsafe, inefficient, or inadequate to insure the required quality or the rate of progress of the work, he or she may order the Contractor to increase or improve his or her facilities or methods and the Contractor shall comply promptly with such orders; but, neither compliance with such orders nor failure of the Engineer to issue such orders shall relieve the Contractor from his or her obligation to secure the degree of safety, the quality of the work and the rate of progress required of the Contractor. The Contractor alone shall be responsible for the safety, adequacy and efficiency of his or her plant, equipment and methods. 9-02. Time of Completion. The Contractor shall promptly begin the work under this contract and shall complete and make ready for full use all portions of the project made the subject of this contract within the time set forth in the agreement bound herewith. 9-03. Avoidable Delays. Avoidable delays in the prosecution or completion of the work shall include all delays which might have been avoided by the exercise of care, prudence, foresight and diligence on the part of the Contractor. The City will consider as avoidable delays within the meaning of this contract (1) delays in the prosecution of parts of the work, which may in themselves be unavoidable, but do not necessarily prevent or delay the prosecution of other parts of the work nor the completion of the whole work within the time herein specified, (2) reasonable loss of time resulting from the necessity of submitting plans to the Engineer for approval and from the making of surveys, measurements, inspections, and testing and (3) such interruptions as may occur in the prosecution of the work on account of the reasonable interference of other contractors employed by the City which do not necessarily prevent the completion of the whole work within the time herein specified. 9-04. Unavoidable Delays. Unavoidable delays in the prosecution or completion of the work under this contract shall include all delays which may result, through cause beyond the control of the Contractor and which he or she could not have provided against by the exercise of care, prudence, foresight and diligence. Orders issued by the City changing the amount of work to be done, the quantity of material to be furnished or the manner in which the work is to be prosecuted and unforeseen delays in the completion of the work of other contractors under contract with the City will be considered unavoidable delays, so far as they necessarily interfere with the Contractor's completion of the whole of the work. Delays due to normally adverse weather conditions will not be regarded as unavoidable delays. However, truly abnormal amounts of rainfall, temperatures or other weather conditions for the location of the work and time of year may be considered as unavoidable delays if those conditions necessarily cause a delay in the completion of the work. 9-05. Notice of Delays. Whenever the Contractor foresees any delay in the prosecution of the work and, in any event, immediately upon the occurrence of any delay which the contractor regards as an unavoidable delay, he or she shall notify the Engineer in writing of the probability of the occurrence of such delay and its cause, in order that the Engineer may take immediate steps to prevent, if possible, the occurrence or continuance of the delay, or, if this cannot be done, may determine whether the delay is to be considered avoidable or unavoidable, how long it continues and to what extent the prosecution and completion of the work are to be delayed thereby. 9-06. Extension of Time. Should any delays occur which the Engineer may consider unavoidable, as herein defined, the Contractor shall, pursuant to his or her application, be allowed an extension of time proportional to said delay or delays, beyond the time herein set forth, in which to complete this contract; and liquidated damages for Page 137 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 17 Spec. No. 20-05 delay shall not be charged against the Contractor by the City during an extension of time granted because of unavoidable delay or delays. Any claim by Contractor for a time extension based on unavoidable delays shall be based on writt en notice delivered to the Engineer within 15 days of the occurrence of the event giving rise to the claim. Failure to file said written notice within the time specified shall constitute a waiver of said claim. Notice of the full extent of the claim and all supporting data must be delivered to the Engineer within 45 days of the occurrence unless the Engineer specifies in writing a longer period. All claims for a time extension must be approved by the Engineer and incorporated into a written change order. 9-07. Unfavorable Weather and Other Conditions. During unfavorable weather and other conditions, the Contractor shall pursue only such portions of the work as shall not be damaged thereby. No portions of the work whose satisfactory quality or efficiency will be affected by any unfavorable conditions shall be constructed while these conditions remain, unless, by special means or precautions approved by the Engineer, the Contractor shall be able to overcome them. The Contractor shall be granted a time extension of one day for each unfavorable weather day which prevents him or her from placing concrete forms or placing and finishing concrete or asphalt concrete. Such unfavorable weather day is defined as a rain day where precipitation prevents the contractor from performing the work more than four (4) continuous hours within the authorized work period or a temperature day where the ambient temperature is below that specified for the placement of materials associated with the controlling work item for more than four (4) continuous work hours of the authorized work period. 9-08. Saturday, Sunday, Holiday and Night Work. No work shall be done between the hours of 6 p.m. and 7 a.m., nor on Saturdays, Sundays or legal holidays except such work as is necessary for the proper care and protection of work already performed, or except in cases of absolute necessity and in any case only with the permission of the Engineer. It is understood, however, that night work may be established as a regular procedure by the Contractor if he or she first obtains the written permission of the Engineer and that such permission may be revoked at any time by the Engineer if the Contractor fails to maintain at night adequate force and equipment for reasonable prosecution and to justify inspection of the work. 9-09. Hours of Labor. Eight (8) hours of labor shall constitute a legal day's work and the Contractor or any subcontractor shall not require or permit more than eight hours of labor in a day from any person employed by him or her in the performance of the work under this contract, unless paying compensation for all hours worked in excess of eight (8) hours per day at not less than 1½ times the basic rate of pay. The Contractor shall forfeit to the City, as a penalty, the sum of twenty-five dollars ($25.00) for each workman employed in the execution of the contract by him or her or by any subcontractor, for each calendar day during which such laborer, workman, or mechanic is required or permitted to labor more than eight hours in violation of the provisions of Section 1810 to 1816, inclusive, (Article 3, Chapter 1, Part 7, Division 2) of the Labor Code of the State of California and any acts amendatory thereof. SECTION 10. PAYMENT 10-01. Certification by Engineer. All payments under this contract shall be made upon the presentation of certificates in writing from the Engineer and shall show that the work covered by the payments has been done and the payments thereof are due in accordance with this contract. 10-02. Progress Estimates and Payment. The Engineer shall, within the first seven (7) days of each month, make an estimate of the value of the work performed in accordance with this contract during the previous calendar month. The first estimate shall be of the value of the work satisfactorily completed in place and meeting the requirements of the contract. And every subsequent estimate, except the final estimate, shall be of the value of the work satisfactorily completed in place since the last preceding estimate was made; provided, however, that should the Contractor fail to adhere to the program of completion fixed in this contract, the Engineer shall deduct from the next and all subsequent estimates the full calculated accruing amount of the liquidated damages to the date of said estimate, until such time as the compliance with the program has been restored. Page 138 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 18 Spec. No. 20-05 The estimate shall be signed by the Engineer and, after approval, the City shall pay or cause to be paid to the Contractor in the manner provided by law, an amount equal to 95 percent of the estimated value of the work satisfactorily performed and complete in place. 10-03. Substitution of Securities. 1. At such times that Pubic Contract Code Section 22300 is in effect Contractor may propose the substitution of securities of at least equal market value for any moneys to be withheld to ensure performance under the Contract. Market value shall be determined as of the day prior to the date such substitution is to take place. Such substitution shall be made at the request and expense of the Contractor. The securities shall be one or more of the following types: (a) Bonds or interest-bearing notes or obligations of the United States, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (b) Bonds or interest-bearing notes on obligations that are guaranteed as to principal and interest by a federal agency of the United States. (c) Bonds of the State of California, or those for which the faith and credit of the State of California are pledged for the payment of principal and interest. (d) Bonds or warrants, including, but not limited to, revenue warrants, of any county, city, metropolitan water district, California water district, California water storage district, irrigation district in the State of California, municipal utility district, or school district of the State of California, which are rated by Moody's or Standard and Poor as A or better. (e) Bonds, consolidated bonds, collateral trust debentures, consolidated debentures, or other obligations issued by federal land banks or federal intermediate credit banks established under the Federal Farm Loan Act, as amended; debentures and consolidated debentures issued by the Central Bank for Cooperatives and banks for cooperatives established under the Farm Credit Act of 1933, as amended; bonds, or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act; and stock, bonds, debentures and other obligations of the Federal National Mortgage Association established under the National Housing Act as amended and bonds of any Federal Home Loan Mortgage Corporation. (f) Commercial paper of "prime" quality as defined by a nationally recognized organization which rates such securities. Eligible paper is further limited to issuing corporations: (1) organized and operating within the United States; (2) having total assets in excess of five hundred million dollars ($500,000,000); and (3) approved by the Pooled Money Investment Board of the State of California. Purchases of eligible commercial paper may not exceed 180 days' maturity, nor represent more than 10 percent of the outstanding paper of an issuing corporation. (g) Bills of exchange or time drafts on and accepted by a commercial bank, otherwise known as bankers acceptances, which are eligible for purchase by the Federal Reserve System. (h) Certificates of deposits issued by a nationally or state-chartered bank or savings and loan association. (i) The portion of bank loans and obligations guaranteed by the United States Small Business Administration or the United States Farmers Home Administration. (j) Student loan notes insured under the Guaranteed Student Loan Program established pursuant to the Higher Education Act of 1965, as amended (20 U.S.C. 1001, et seq.) and eligible for resale to the Student Loan Marketing Association established pursuant to Section 133 of the Education Amendments of 1972, as amended (20 U.S.C. 1087-2). (k) Obligations issued, assumed or guaranteed by International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, or the Government Development Bank of Puerto Rico. Page 139 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 19 Spec. No. 20-05 (l) Bonds, debentures and notes issued by corporations organized and operating within the United States. Such securities eligible for substitution shall be within the top three ratings of a nationally recognized rating service. 2. The securities shall be deposited with City or with any commercial bank as escrow agent, who shall arrange for transfer of such securities to the Contractor upon satisfactory completion of the contract. Any interest accrued or paid on such securities shall belong to the Contractor and shall be paid upon satisfactory completion of the contract. The market value of the securities deposited shall at all times be maintained in an amount at least equal, in the sole judgment of City, to the moneys to be withheld pursuant to the Contract Documents to ensure performance of the Contract. In order to comply with this condition, Contractor shall deposit additional securities as necessary upon request by City or the escrow agent. 3. Upon acceptance of any Proposal that includes substituting securities for amounts withheld to ensure performance, a separate escrow agreement satisfactory in form and substance to City shall be prepared and executed by City, the Contractor and the escrow agent, which may be City. The escrow agreement shall specify, among other matters, value of securities to be deposited; procedures for valuing the securities and for adding or withdrawing securities to maintain the market value of the deposited securities at least equal to the amount of moneys which would otherwise be withheld; the terms and conditions of conversion to cash in case of the default by the Contractor; and terms, conditions and procedure for termination of the escrow. City shall have no obligation to enter any such Agreement that does not provide the City with the unilateral right to convert securities to cash and to gain immediate possession of the cash. 10-04. Acceptance. The work must be accepted by vote of the City Council of the City of Ukiah when the whole shall have been completed satisfactorily. The Contractor shall notify the Engineer, in writing, of the completion of the work, whereupon the Engineer shall promptly, by personal inspection, satisfy himself as to the actual completion of the work in accordance with the terms of the contract and shall thereupon recommend acceptance by the City Council. 10-05. Final Estimate and Payment. The Engineer shall, as soon as practicable after the final acceptance of the work done under this contract, make a final estimate of the amount of work done thereunder and the value thereof. Such final estimate shall be signed by the Engineer, and after approval, the City shall pay or cause to be paid to the Contractor, in the manner provided by law, the entire sum so found to be due hereunder, after deducting therefrom all previous payments and such other lawful amounts as the terms of this contract prescribe. In no case will final payment be made in less than thirty-five (35) days after the filing of the notice of completion with the County Recorder. 10-06. Delay Payments. Should any payment due the Contractor or any estimate be delayed, through fault of the City beyond the time stipulated, such delay shall not constitute a breach of contract or be the basis for a claim for damages, but the City shall pay the Contractor interest on the amount of the payment at the rate of 6 percent per annum for the period of such delay. The terms for which interest will be paid shall be reckoned, in the case of any monthly or progress payment, from the twentieth day of the month next succeeding the month in which the work was performed to the date of payment of the estimate; and in the case of the final estimate, from the forty-fifth day after acceptance to the date of payment of the final estimate. The date of payment of any estimate shall be considered the day on which the payment is offered o r mailed as evidenced by the records of the Treasurer of the City. If interest shall become due on any delayed payment, the amount thereof, as determined by the City, shall be added to a succeeding payment. If the interest shall become due on the final payment, it shall be paid on a supplementary voucher to interest or any sum or sums which, by the terms of this contract, the City is authorized to reserve or retain. 10-07. Extra Work and Work Omitted. Whenever corrections, alterations, or modifications of the work under this contract ordered by the Engineer and approved by the City increase the amount of work to be done, such added work shall be known as "extra work"; and when such corrections, alterations, or modifications decrease the amount of work to be done, such subtracted work shall be known as "work omitted". Page 140 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 20 Spec. No. 20-05 When the Contractor considers that any changes ordered involve extra work, he or she shall immediately notify the Engineer in writing and subsequently keep him or her informed as to when and where extra work is to be performed and shall make claim for compensation therefor each month not later than the first day of the month following that in which the work claimed to be extra work was performed and he or she shall submit a daily complete statement of materials and labor used and expenses incurred on account of extra work performed, showing allocation of all materials, labor and expenses. All such claims shall state the date of the Engineer's written order and the date of approval by the City authorizing the work on account of which claim is made. Unless such notification is made in writing within the time specified and unless complete statements of materials used and expenses incurred on account of such extra work are furnished as above required, the Contractor shall not be entitled to payment on account of extra work and Contractor shall be deemed to have waived the right to make any future claims for compensation for such extra work. When changes decrease the amount of work to be done, they shall not constitute a claim for damages on account of anticipated profits on the work that may be omitted. 10-08. Compensation for Extra Work or Work Omitted. Whenever corrections, additions, or modifications in the work under this contract change the amount of work to be done or the amount of compensation due the Contractor, excepting increases or decreases in contract items having unit contract prices for each measurable quantity installed in place, and such changes have been ordered in writing by the Engineer and approved by the City prior to the Contractor performing the extra work, then a price may be agreed upon. Failing such an agreement in price, the Contractor shall be compensated for performing extra work pursuant to the provisions of Section 4- 1.03 D,"Extra Work", and Section 9-1.03,"Force Account Payment" of the Standard Specifications. This method of determining the price of work shall not apply to the performance of any work which is required or reasonably implied to be performed or furnished under this contract. 10-09. Compensation to the City for Extension of Time. In case the work called for under this contract is not completed within the time limit stipulated herein, the City shall have the right as provided hereinabove, to extend the time of completion thereof. If the time limit be so extended, the City shall have the right to charge to the Contractor and to deduct from the final payment for the work the actual cost to the City of engineering, inspection, superintendence and other overhead expenses which are directly chargeable to the contract and which accrue during the period of such extension, except that the cost of final unavoidable delays shall not be included in such charges. 10-10. Liquidated Damages for Delay. It is agreed by the parties to the contract that time is of the essence and that, in case all the work is not completed before or upon the expiration of the time limit as set forth, damage, other than those cost items identified in section 10-09, will be sustained by the City and that it is and will be impracticable to determine the actual amount of damage by reason of such delay; and it is therefore agreed that the Contractor will pay to the City the sum of five hundred dollars ($500.00) per day for each and every cal endar day's delay beyond the time prescribed. SECTION 11. MISCELLANEOUS 11-01. Notice. Whenever any provision of the contract documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. If mailed, the notice shall be deemed received on the date of delivery stated in the return receipt. 11-02. Computation of Time. When any period of time is referred to in the Contract Documents by days, it shall be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. 11-03. Claims Procedure Required by Public Contract Code Section 9204. This section shall apply to any claim by the Contractor arising in connection with this project in accordance with Public Contract Code Section 9204. Page 141 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 21 Spec. No. 20-05 a, For purposes of this section "Claim" means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following: (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by the City under this contract. (B) Payment by the City of money or damages arising from work done by, or on behalf of, the Contractor pursuant to this contract and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (C) Payment of an amount that is disputed by the City. b. (1) (A) Upon receipt of a claim pursuant to this section, the City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public entity and the contractor may, by mutual agreement, extend the time period provided in this subdivision. (B) The Contractor shall furnish reasonable documentation to support the claim. (C) If the City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion. (D) Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph (3) shall apply. (2) (A) If the Contractor disputes the City's written response, or if the City fails to respond to a claim issued pursuant to this section within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. (B) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section. (C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. Page 142 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 22 Spec. No. 20-05 (D) Unless otherwise agreed to in writing by the City and the Contractor, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (3) Failure by the City to respond to a claim from the Contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the public entity's failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the Contractor. (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum. (5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the Contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so. c.A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. 11-04. Litigation and Forum Selection. Contractor and City stipulate and agree that any litigation relating to the enforcement or interpretation of this contract, arising out of Contractor's performance or relating in any way to the work shall be brought in Mendocino County and that venue will lie in Mendocino County. Except as otherwise expressly provided by law, the parties waive any objections they might otherwise have to the propriety of jurisdiction or venue in the state courts in Mendocino County and agree that California law shall govern any such litigation. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto and, in particular but without limitation, the warranties, guaranties and obligations imposed upon the Contractor and all of the rights and remedies available to the City thereunder, shall be in addition to and shall not be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by law or contract, by special warranty or guaranty, or by other provisions of the contract documents and the provisions of this paragraph shall be as effective as if repeated specifically in the contract documents in connection with each particular duty, obligation, right and remedy to which they apply. All warranties and guaranties made in the contract document shall survive final payment and termination or completion of this contract. The City disclaims an express or implied warranty that the plans and specifications identify all site conditions that could affect the time or cost to complete the Work. 11-05. Waiver. The Contractor shall strictly comply with all notices and other contract requirements. Waiver by the City of any failure of the Contractor to comply with any term of the contract, including the notice provisions, shall not be deemed a waiver of a subsequent breach. Page 143 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 23 Spec. No. 20-05 TECHNICAL SPECIFICATIONS SECTION 12. GENERAL INFORMATION 12-01. Location and Scope of Work. All of the work to be performed is within the City of Ukiah and consists of: trench, backfill, compact and install underground conduits and bore 1-6” conduit for electric primary. Install pedestal(s) box pad (installed by Contractor, provided by City) for underground duct system. General locations of the work is at the INTERSECTION OF BUSH STREET AND LOW GAP ROAD, UKIAH, CA . The Contractor should familiarize himself with the local conditions of the project sites. Failure to do so will in no way relieve him of the responsibility for performing any of the work or operations required as a part of this contract. Further information regarding the work or these specifications can be obtained from Mary Williamson at (707) 467- 5777. 12-02. Arrangement of Technical Specifications. The Technical Specifications are arranged in sections covering the various phases of work as follows: Section No. Title 12 General Information 13 Construction Details 14 Exclusions from General Conditions 15 Amendments to General Conditions 12-03. Arrangement of Plans. General locations and linear quantities of the work are shown in Appendix "A". A map will be provided to the successful bidder showing the exact locations of the work to be done. 12-04. Business Licenses. The Contractor and any subcontractors shall each secure and maintain a valid City of Ukiah Business License prior to the start of any portion of the work. 12-05. Permits. The Contractor shall provide, procure, and pay for all permits required to complete this work. 12-06. Standard Specifications and Standard Plans. The Standard Specifications and Standard Plans of the California State Department of Transportation, 2015, are hereby made a part of these Special Provisions and are hereinafter referred to as "California Standard Specifications" and "California Standard Plans." Whenever in the California Standard Specifications and the California Standard Plans the following terms are used, they shall be understood to mean and refer to the following: Department of Transportation - The City Council. Director of Public Works - The City of Ukiah Director of Public Works. Engineer - The Engineer, designated by the City Council, acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties entrusted to them. Laboratory - The designated laboratory authorized by the City of Ukiah to test materials and work involved in the contract. State - The City of Ukiah Other terms appearing in the California Standard Specifications and the California Standard Plans shall have the intent and meaning specified in Section I, Definition of Terms of the California Standard Specifications. In case of discrepancy between the contract documents, the order of precedence from the highest to lowest is as follows: Page 144 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 24 Spec. No. 20-05 1. (City) Special Provisions 2. (City) Project Plans 3. City Standard Plans and Details 4. California Standard Plans 5. California Standard Specifications 12-07. Temporary Facilities. All temporary facilities are the responsibility of the Contractor. The removal of said facilities shall be the responsibility of the Contractor. The Contractor shall be responsible for any and all damages to existing facilities which are a result of the work. 12-08. Public Convenience and Safety. The Contractor shall conduct operations so as to cause the least possible obstruction and inconvenience to public traffic. The Contractor shall, at his or her expense, furnish su ch flag persons and furnish, erect, construct and maintain such fences, barriers, lights, signs, detours, pedestrian walkways, driveway ramps and bridging as may be necessary to give adequate warning to the public that work is in progress and that dangerous conditions exist, to provide access to abutting properties and to permit the flow of pedestrian and vehicular traffic to safely and expeditiously pass the work. 12-09. Maintaining Traffic. Attention is directed to Section 7-1.08, "Public Convenience," 7-1.09, "Public Safety," 7-1.092, "Lane Closure," and 7-1.095, "Flagging Costs," of the California Standard Specifications. Streets shall be open to through vehicular traffic during non-working hours. All public traffic shall be permitted to pass through the work with as little inconvenience and delay as possible. Full costs for "Maintaining Traffic", including "Flagging Costs", shall be considered as included in the various items of work and no additional compensation will be made. 12.10. Stream Pollution. The Contractor shall exercise every reasonable precaution to prevent muddying or silting of live streams, and the Contractor's attention is called to the fact that the terms of this contract do not relieve him or her of responsibility for compliance with Sections 5650 and 12015 of the Fish and Game Code or other applicable statutes relating to pollution prevention or abatement. 12-11. Warranties. Unless otherwise indicated, the Contractor shall warrant all materials provided and work performed under this contract for a period of one year from the date of final acceptance. He shall replace promptly and at his own expense any materials and/or workmanship which fail during this warranty period. 12-12. Utilities. No water, sewer or electrical services will be provided by the owner. It is the Contractor's sole responsibility to arrange such services as necessary. 12-13. Preconstruction Conference. A preconstruction conference will be held before any work will be allowed to commence. This meeting will cover inspection, schedule for work, and among other items, the responsibilities and procedures of each of the interested parties to assure that the project will be completed in accordance with the contract documents. 12-14. Safety Requirements. The Contractor shall comply with all pertinent provisions of the Department of Labor "Safety and Health Regulations for Construction (29 FCS Part 1518, 36 CFR 7340)", with additions or modifications thereto, in effect during construction of this project. 12-15. Notification of Underground Service Alert (USA). The Contractor shall notify Underground Service Alert (USA) two (2) working days prior to any excavation. USA dial (toll free) 1-800-227-2600 Page 145 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 25 Spec. No. 20-05 SECTION 13 - CONSTRUCTION DETAILS 13-01. General. Contractor shall be responsible for furnishing all labor, materials, equipment, tools and incidentals necessary for trenching, backfilling and compacting, boring and install conduits, pedestal box pad (furnished by City), blacktopping, sidewalk, curb and gutter removal and replacement, as specified, and other incidental and related work, all as shown on the plans and specifications for the Bush Street and Low Gap Underground Improvement Project Location of the work will be at the intersection of Bush Street and Low Gap Road, Ukiah, California, as more specifically in the construction drawings defined in Appendix “A”. WHERE INTERRUPTION OF ELECTRIC SERVICE WILL RESULT DURING THE INSTALLATION OF A SECONDARY SERVICE JUNCTION BOX AND/OR TRANSFORMER PAD, THE CONTRACTOR SHALL COORDINATE THIS WORK WITH CITY OF UKIAH ELECTRIC UTILITY DEPARTMENT (UEUD). UEUD WILL TURN OFF POWER TO EQUIPMENT AND ASSIST THE CONTRACTOR WITH THE INSTALLATION OF CONDUITS INTO EQUIPMENT. CUSTOMER SERVICE OUTAGE TIME SHALL BE CUT TO A MINIMUM AND SHALL NOT EXCEED ONE WORK DAY. 13-02. Materials. Materials shall be new and of merchantable grade, free from defect. Contractor shall be responsible for providing any and all materials necessary for the completion of the project, which include, but are not limited to, all conduits, conduit sweeps and conduit fittings. Conduit sizes shall be as specified on the plans. PVC conduit, elbows and sweeps shall meet NEMA TC-2, TC-3 and UL 651 (Conduit) and 514b (Fittings) specifications for type Sch 40. All elbows and sweeps shall be minimum 36” radius for 3” and 4” conduit. Long line couplings shall be used. Five degrees angle couplings, flexible adapters and PVC flexible couplings shall not be used. All conduits shall be proved in a manner acceptable to the Electric Utility Department. Conduit shall be free of dirt, rocks or other obstructions which could prevent, hinder or harm the installation of electric cable. Mule Tape must be installed in each conduit. The open end of all conduits must be protected in such a manner that it prohibits dirt and debris from entering. The ends of all stub conduit shall be securely capped. Below ground at capped location, one Greenlee Unimarker electronic marker shall be placed for each type of conduit using the uniform color code. Insulated bonding bushings will be required on metal conduit. No substitutions shall be permitted from the original specifications unless bidder obtains prior written approval. 13-03. Quantities. The preliminary estimate of the quantities of work to be done and materials to be furnished shown in the proposal are approximate only, being given as a basis for the comparison of bids. The City of Ukiah does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of work or to omit portions of the work that may be deemed necessary or expedient by the City. Upon completion of successful bid, the Contractor shall furnish to the Engineer a cost break-down for each contract lump sum item. The contractor shall determine the quantities of the items required to complete all work shown on the plans. Such quantities and their values (including labor, equipment and materials) shall be included in the cost break- down submitted to the Engineer for approval. The sum of the quantity units times the unit price shall equal the contract quantities and values used in the cost break -down submitted for approval. Unbalancing of the unit prices will not be allowed. Overhead, profit, bond premium, temporary construction facilities, and other such items shall be included in each individual unit listed in the cost break-down, however, costs for traffic control system shall not be included. No adjustment of the compensation will be made in the contract lump sum prices paid for various work items due to any differences between quantities shown in the cost break -down furnished by the Contractor and the quantities required to complete the work as shown on the plans and as specified in these Special Provisions. The cost break-down shall be submitted to the Engineer within 10 working days after the contract has been approved. The cost break-down shall be approved by the Engineer, in writing, before any partial payments for the items of work will be made. The approved cost break -down will be used to determine partial payments during the progress of the work and as the basis of calculating the adjustment of compensation for the items(s) of work due to the changes ordered by the Engineer. When an ordered change increases or decreases the quantities of an approved cost break-down, the adjustment in the compensation will be determined in the same Page 146 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 26 Spec. No. 20-05 manner specified for increases and decreases in the quantity of a contract item of work in accordance with increases and decreases in the quantity of a contract item of work in accordance with the Contractor bid price. Additions or deletions in the quantity of work as set forth in these specifications and accompanying drawings for lump sum items may be ordered by the Engineer after the contract price has been adjusted accordingly to the satisfaction of both the Contractor and the City of Ukiah, and they have been accepted in writing by the Engineer. 13-04. Payment. Payment will be at the unit price bid and will be compensation in full for all labor, materials, equipment, tools, including any and all incidentals. 13-05. Trenching and Conduit. Trench depth and location may have to be adjusted slightly in the field to avoid existing facilities. Sewer and water laterals will be encountered. They will have to be worked around and any damage caused by construction activities are the responsibility of the Contractor. The Contractor shall pothole all underground utility locations to determine exact depth prior to trenching. Any damages to City or other utilities caused by trenching or other project operations shall be the Contractor’s responsibility to repair to pre-damaged condition. All conduits shall be mandrelled according to the conduit size. 13-06. Transformer Box Pad, Concrete Transformer Pad and Service Pedestal Pads. Transformer shall be provided by the City and installed by the Contractor. Concrete Transformer Pad and Service Pedestal Pads shall be poured in place per City of Ukiah Specification and manufactures specifications. Service Pedestal Pads grade shall be equal to or slightly (maximum 0.5”) above adjacent grade. Grounding shall be installed per Ukiah Electric Utility Department specifications at each transformer pad and service pedestal location. 13-07. Bonding and Grounding. Bonding and grounding shall conform to Ukiah Electric Utility Department specification, 314 1007 and 314 1008. 13-08. Maintaining Traffic. The Contractor shall notify local authorities of the Contractor’s intent to begin work at least 5 days before work is begun. The Contractor shall cooperate with local authorities relative to handling traffic through the area and shall make all arrangements relative to keeping the working area clear of parked vehicles. Lane closures shall conform to the provisions in the section of these special provisions entitled “Traffic Control”. See Section 13-25 for traffic camera requirements. Payment – Full compensation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed therefore. 13-09. Dust Control and Watering. Dust control and watering shall conform to the provisions in Sections 10 "Dust Control" and 17 "Watering" of the California Standard Specifications and these Special Provisions. The Contractor at their expense shall provide their own water for dust control and project construction. Necessary precautions to prevent dust nuisance shall be taken during all phases of construction, on non-working days, and to final acceptance of the work. Payment for dust control and watering shall be considered as included in the various items of work and no additional compensation will be allowed therefore. 13-10. Traffic Control Traffic control shall conform to Section 12 "Construction Area Traffic Control Devices" of the California Standard Specifications and these Special Provisions. Attention is particularly directed to the "MANUAL OF TRAFFIC CONTROLS FOR CONSTRUCTION AND MAINTENANCE WORK ZONES" published by Caltrans. Nothing in these Specifications is to be construed as to reduce the minimum standards set in said manual. Page 147 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 27 Spec. No. 20-05 Traffic shall be maintained at all times as provided in these Special Provisions except as otherwise approved by the Engineer. The Contractor will be required to keep all residents and businesses notified of the work schedule as it affects their access. The Contractor shall maintain contact with the Ukiah Electric Utility Department dispatch office regarding start and completion of the following: Construction activity that may impede emergency vehicles, school buses, etc. Construction activity such as trenches or other excavation that prohibit access. Construction activity that removes a fire hydrant from service. The Contractor shall provide the name and telephone number of a person directly responsible for the construction activity to the Ukiah Police and Fire Departments and Life Medical Paramedic Ambulance Service The City will furnish "No Parking" signs which shall be posted by the Contractor. The Contractor shall be responsible for supplying, installing and maintaining such fences, barriers, lights, signs and flaggers as are necessary to give adequate warning to the public at all times that the road or street is under construction and of any dangerous conditions to be encountered as a result thereof. All traffic control equipment shall be removed when it is no longer required. Upon request, the Contractor shall submit to the Engineer a sketch showing the proposed signing and barricading to be used in the project. All existing warning, regulatory, and information signs shall be maintained in a visible location during all phases of the construction by the Contractor. If it becomes necessary for the City of Ukiah to replace or place additional barricades in order to provide adequate safety to the public, the Contractor will be charged $1 per barricade per day or portion thereof plus the cost of placement and removal. The Contractor will also be charged for replacement of damaged City barricades. The Contractor shall furnish and place barricades within 3 working days. No removal charge will be made if the Contractor returns City barricades to the Municipal Service Center. Full compensation for furnishing all labor, materials, tools, equipment and incidentals for doing all work involved in furnishing and placing barricades, warning devices, and for flaggers as may be required by the Engineer shall be considered as included in the price paid for the various items of work, and no additional compensation will be allowed therefore. 13-11. Protection of Existing Facilities Protection of existing facilities shall conform to all the applicable provisions in Section 8-1.10 "Utility and Non-Highway Facilities" and Section 15 "Existing Highway Facilities" of the California Standard Specifications and these Special Provisions. All known obstructions to the work are indicated on the plans. However, the City cannot guarantee the accuracy of this information. The Contractor will be held responsible for the maintenance and protection of or damage to existing facilities, structures, obstructions and all underground facilities shown on the Plans or brought to the Contractor's attention during the course of the work. The Contractor shall notify owner agencies for locations of utilities or facilities prior to excavation. The owning utility shall be immediately notified of any damage which is caused by the operations of the Contractor to any facility, utility or structure. At the owning utility's discretion, repairs shall be made by the Contractor at the owning utility's direction or by the utility, all to the satisfaction of the Engineer. 13-12. Removal Methods Removal of existing improvements shall conform to Section 15-2 "Miscellaneous Highway Facilities" of the California Standard Specifications, these Special Provisions and as shown on the Plans. Page 148 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 28 Spec. No. 20-05 All portions of existing concrete to be removed shall be removed in a smooth, neat, vertical plane. Where expansion, contraction or construction joints are not present, the concrete shall be saw cut to a minimum depth of 1-1/2 inches. If an expansion, contraction or construction joint is within 3 feet of the concrete to be removed, the concrete shall be removed to that joint. Prior to final paving, all portions of existing pavement to be removed shall be cut on a neat, straight line. Pavement removed outside the removal line shall be cut parallel to and at right angles to the removal line. The face of the cut shall be smooth and shall not overhang the removal area. Drop hammers are not allowed. Jackhammers may be used if the cuts are overlapped and meet the above criteria. Where edges of remaining pavement are raised by the removal method used, they shall be flattened with a mechanical tamper prior to setting frames or replacing pavement. Where an excavation leaves less than 2 feet of pavement adjacent to the gutter, the remaining pavement shall be removed and replaced. All removed material, unless otherwise specified, shall become the property of the Contractor and shall be disposed of outside of the right-of-way. Payment for removal and disposal of existing improvements shall be in accordance with Section 15-2.07 "Payment" of the California Standard Specifications. 13-13. Vacuum Excavation All pothole work to expose existing utilities shall be done by vacuum excavation methods. The preferred method of excavation shall be by high pressure air. Use of water fluid for excavation shall only be by permission of the City Engineer. Maximum dimension of the pothole shall be 12 inches by 12 inches. All excavation material shall be removed and disposed of by the contractor. Backfill material shall be Class 2 aggregate base compacted to 90% relative compaction. Prior to paving, the pothole shall be cut to provide a clean vertical edge to pave against. The final dimension of the pothole prior to paving shall be 12 inches by 12 inches maximum. The asphalt concrete shall be a ½ inch mix having a depth of 4 inches. All pothole work shall comply with the Traffic Control provisions of these specifications. Full compensation for furnishing all labor, materials, tools, equipment and incidentals for doing the work involved in performing the pothole operation shall be considered as included in the price paid for the various items of work, and no additional compensation will be allowed therefore. 13-14. Pipe and Structure Excavation, Backfill and Compaction Excavation and backfill for pipe, manholes and miscellaneous structures shall conform to the provisions in Section 19.3 "Structure Excavation and Backfill" of the California Standard Specifications, and these Special Provisions. Pavement and concrete removal shall conform to Section 13-11 "Removal Methods" of these Special Provisions. All excavation shall be made to the lines and grades shown on the Plans. Trench edges shall be no closer than 1 foot to the toe of the gutter unless otherwise approved by the Engineer. Where mud, peat or any unstable or objectionable material is encountered at or within 6 inches of the bottom of any excavation, such material shall be removed to a depth of at least 12 inches below the established grade and the trench brought to grade by placing a suitable material thoroughly compacted in place, all as approved by the Engineer. Trench width, bedding and backfill for pipe shall conform to "Pipe Bedding and Backfill Requirements", as shown on plans. Ponding or jetting of backfill is not allowed unless specifically shown on the Plans. Trench backfill shall attain a relative compaction of 90 percent around conduit duct bank and 95 percent within 30” of finish grade. Backfill compaction within the structural section shall be as shown on the Plans. Structural backfill around all structures and manholes shall attain a relative compaction of 92 percent. The Contractor shall be responsible for scheduling compaction testing per City requirements (required every 50 lineal feet of trench). The cost for compaction testing shall be included in the total bid cost. Backfill in street areas shall be brought to subgrade and the existing surfacing shall be replaced with the structural Page 149 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 29 Spec. No. 20-05 section shown on the Plans. Trench backfill shall be accomplished as soon as possible after the pipe has been installed. The Contractor shall conduct the construction operations so that trench backfill at all intersections is sufficiently adequate to allow 2-way traffic in both directions during all phases of construction unless otherwise specified. Payment for pipe and structure excavation and backfill shall be considered as included in the price paid for the various items of work requiring excavation and backfill and no additional compensation will be allowed therefore. 13-15. Excavation Safety. Excavation Safety shall conform to the provisions in Sections 5-1.02A "Trench Excavation Safety Plans" and 7-1.01E "Trench Safety" of the California Standard Specifications and these Special Provisions. In making excavations for the project, the Contractor shall be fully responsible for providing and installing adequate sheeting, shoring and bracing as may be necessary as a precaution against slides or cave-ins and to fully protect all existing improvements of any kind from damage. The Contractor shall obtain a permit from the Division of Industrial Safety and shall submit a copy of the approved permit to the Engineer prior to the start of any excavation greater than 5 foot in depth. The cost of the permit shall be included in the total bid cost. If the shoring and bracing plan varies from the shoring system standards established by the Construction Safety Orders, the plan shall be prepared by a registered civil or structural engineer. The criteria given by the California Department of Industrial Relations are MINIMA for the conditions shown thereon. In addition to shoring the excavation as specified, it shall be the Contractor's responsibility to provide any and all additional shoring required to support the sides of the excavation against the effects of loads which may exceed those derived by using the criteria set forth by said governing agency. The Contractor shall be solely responsible for any damages which may result from failure to provide adequate shoring to support the excavations under any or all of the conditions of loading which may exist or which may arise during the construction project. The contract price paid per lump sum for excavation safety shall include full compensation for furnishing all labor, materials, permits and equipment and for doing all work involved as specified under these Special Provisions and no additional compensation will be allowed therefore. 13-16. Sprinklers and Landscaping All sprinkler systems, landscaping, sod or turf shall be reinstalled to its original condition. 13-17. Clean-Up. Clean-up shall conform to the provisions in Section 22 "Finishing Roadway" of the California Standard Specifications and these Special Provisions. Upon completion of the work, and prior to requesting final inspection, the work area shall be thoroughly cleaned of all rubbish, construction forms, stakes, excess material, and equipment, and all portions of the work shall be left in a neat and orderly condition. The final inspection will not be made until this has been accomplished. Full compensation for clean-up shall be considered as included in the price paid for the various contract items of work requiring finishing, and no additional compensation will be allowed therefore. 13-18. Aggregate Base. Aggregate base shall be Class 2 and shall conform to the provisions of Section 26 "Aggregate Bases" of the California Standard Specifications and these Special Provisions. Aggregate grading shall be 3/4" maximum unless otherwise approved by the Engineer. The Contractor shall submit current gradation, R-value, sand equivalent, and durability index test results as requested by the Engineer. Aggregate base shall not be placed until the subgrade has been approved by the Engineer. In lieu of the placement requirements specified in Section 26, aggregate base material shall be placed upon prepared subgrade in a uniform windrow or layer, and after placing, the material shall be graded, compacted and watered in accordance with the requirements of Section 26-1.05 "Compaction" of the California Standard Specifications and the construction plans. Motor graders may be used for the aforementioned grading. Page 150 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 30 Spec. No. 20-05 Aggregate base shall be compacted as specified in the Standard Specifications to a relative compaction of 95 percent. Finished grade shall be within 0.05 feet of plan grade. The contract price paid per ton of aggregate base shall include full compensation for furnishing all labor, materials, tools and equipment and for doing all work involved in placing, compacting and watering aggregate base as shown on the plans and as specified in these Special Provisions, and no additional compensation will be allowed therefore. 13-19. Asphalt Concrete. Asphalt concrete shall be ½-inch maximum, medium grade, Type A and shall conform to these Special Provisions and the following sections of the Standard Specifications: 39-1 General 39-2 Materials 39-3 Storing, Proportioning and Mixing Materials 39-4.01 Subgrade 39-4.02 Prime Coat and Paint Binder Paving asphalt shall be PG64-16 conforming to the latest published provisions in Section 92, “Asphalts,” of the California Standard Specifications. Asphalt Concrete pavement shall be placed at a minimum compacted thickness as shown on the Plans. Asphalt Concrete pavement shall be placed in lifts; the surface lift shall not exceed a compacted thickness of two (2) inches, initial spreading of asphalt shall be at a mix temperature not less than 250 degrees F. Breakdown compaction shall be completed before the temperature of the mix drops below 200 degrees F. (See Caltrans Std. Spec Section 39-6.01). Binder Coat (tack coat) shall be Type SS-1, conforming to previsions of the American Asphalt institute Specifications and California Standard Specifications, Section 94, “Asphaltic Emulsions.” All articles apply except Article 94-1.07, “Measurement.” Measurement: Asphalt concrete will be measured by the ton as determined by the Public Weighmaster Certificates. Duplicate load slips shall be furnished to the Engineer by and at the sole expense of the Contractor. Where the Contractor has performed unauthorized grinding, the Contractor shall backfill with asphalt concrete to the original subgrade plane shown on the Plans at the Contractor’s expense. The Engineer shall calculate the excess quantity of asphalt concrete necessary to backfill to the original subgrade plane and this quantity will be deducted from the total asphalt concrete tonnage installed.” 13-20. Asphalt Concrete Trench Paving. Asphalt concrete and the placing thereof shall conform to the requirements of Section 39, “Asphalt Concrete,” of the California Standard Specifications, and these Special Provisions. Final asphalt concrete trench paving shall be 0.45’ to 12” outside either side of the trench width. Asphalts: Temporary paving on all trenches shall be hot mix asphalt concrete installed a minimum 2” thick placed each day over the work. The amount of asphalt binder to be mixed with the aggregate will be specified by the Engineer at the time of paving. A different asphalt binder content may be specified for each lift and each location. General Requirements: The Contractor shall provide compaction of backfill and base material as the job progresses, each day. Temporary paving will be placed over the work, each day, leaving not more than 100 feet unpaved. This temporary paving shall be removed for final trench paving. The balance of the trench shall be covered with skid resistant steel plates (with a coefficient of friction of 0.35 or greater per CTM342), capable of sustaining normal (H20) traffic loads without shifting or bouncing, and shall be secured per Caltrans requirements. Hot Mix asphalt concrete shall be placed and compacted around all edges of steel plates with a sufficient width and gradual slope in order to provide a smooth transition to existing pavement. Finished asphalt trench paving shall be even, smooth riding and have an appearance that is compatible to the surrounding surface, unless proper written approval has been provided by the Engineer. Page 151 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 31 Spec. No. 20-05 The Engineer may require additional paving beyond the minimum dimensions shown in STD. 220 (36” beyond the trench wall), or as shown on the plans, where records indicate that the existing pavement or structural section is as shown on the plans. Payment: Full compensation for furnishing and installing temporary and permanent trench paving shall be considered as included in the prices paid for the pipe items and no additional allowance will be made therefor. 13-21. Curbs, Sidewalks and Miscellaneous Concrete: Curb, gutter, sidewalk, driveways, alley approaches and any other miscellaneous concrete structures shall be constructed as shown on the plans, and applicable City of Ukiah Standard Plans, and shall conform to the provisions in Section 73 "Concrete Curbs and Sidewalks" of the California Standard Specifications and these Special Provisions. Any damage to curbs, sidewalks and other concrete as a result of construction activities are the responsibility of the Contractor to repair to pre-damaged condition. a.) Earthwork: Earthwork shall conform to the plans and Section 13-12 of these Special Provisions. The area between the right-of-way line and the back of sidewalk shall be graded to 1/4-inch per foot and sufficient compactive effort and moisture shall be applied to this area to prevent settlement. Voids shall be filled with topsoil, not sand. Water service or other boxes and facilities shall be adjusted to grade. b.) Curb, gutter, and sidewalk: Curb, gutter and sidewalk shall be of monolithic construction. Construction joints shall be edged and shall conform to the proposed scoring pattern. Expansion joint material shall be installed to the full depth of the concrete at locations shown on the plans and as designated by the Engineer. Side inlet catch basin and drop inlet catch basin concrete may be placed against neat excavation of undisturbed earth. Concrete retaining walls shall be formed with plywood and all exposed edges shall be edged. After the back form has been removed, the void shall be backfilled to grade with clean native top soil. c.) Commercial curb, gutter, and sidewalk: Commercial curb, gutter and sidewalk shall be of monolithic construction. Construction joints shall be edged and shall conform to the existing scoring pattern. Curb, gutter and sidewalk shall be constructed per City of Ukiah Standard Plan. d.) Concrete: Portland cement concrete shall be Class "B" conforming to Section 90 "Portland Cement Concrete" of the Standard Specifications with a minimum compressive strength of 2500 psi at 28 days. All concrete used shall be mixed completely in a truck mixer, commonly known in the industry as "transit-mixed concrete". e.) Forms: Forming requirem ents shall conform to the provisions in Section 73-1.04 "Forms" of the California Standard Specifications. If clean neat lines can be cut, the Contractor may pour against undisturbed earth with prior approval by the Engineer. If any sloughing or caving of material occurs, both front and back forms may be required. Forms shall be true to lines and grades as shown on the plans. Forms previously used shall be thoroughly cleaned before re-use. Before concrete is placed within any form, all inside surfaces of the forms shall be thoroughly coated with an approved oil. All forms shall be free of any foreign material previous to placing concrete. f.) Concrete Reinforcement: Mesh and reinforcing steel shall conform to the provisions in Section 52- 1.02 "Materials" of the California Standard Specifications. All reinforcing steel shall be accurately placed as shown on the plans. Page 152 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 32 Spec. No. 20-05 All reinforcement shall be cleaned of dirt, rust, grease, loose scale and any other substance that may prevent concrete bonding. All reinforcement shall be securely positioned and supported so as to maintain the proper position during placement of concrete. g.) Concrete Placement: Concrete shall not be placed without approval of the Engineer. Placing concrete without notifying the Engineer may be reason for rejection of the work. Prior to placing concrete, the subgrade and inside face of the forms shall be thoroughly wetted as the Engineer may direct. Concrete shall not be deposited when it appears likely that the air temper ature may fall below 40F during the placing of concrete or within the following 24 hours, unless special approval has been received from the Engineer prior to placing of concrete. Concrete which, in the opinion of the Engineer, has been damaged by freezing shall be removed and replaced. Monolithic curb, gutter and sidewalk or median curb and gutter may be placed with extrusion machinery. The machinery shall be approved by the Engineer prior to use. The Contractor shall install bench mark monuments as shown on the plans. The City of Ukiah will furnish the bench mark monuments without cost to the Contractor. If the plans do not call for sidewalk, side inlet catch basins shall be constructed with a 3-foot by 5-foot section unless otherwise indicated on the plans. h.) Finishing: After steel troweling, the concrete surfaces shall be given a fine hair broom finish. Brooming on sidewalk shall be transverse to the length of curb. All exposed concrete surfaces shall be finished unless otherwise directed by the Engineer. Score marks and weakened plane joints shall be located as shown on the plans and as directed by the Engineer. i.) Cure: Concrete cure shall be accomplished by either the water, pigmented curing compound or waterproof membrane method and shall conform to the provisions in Section 90-7 "Curing Concrete" of the California Standard Specifications. White pigmented curing compound shall not be used on exposed surfaces. j.) Tolerances: Dimensional tolerances for concrete work are listed below. Work done outside of these tolerances will be rejected by the Engineer. Curb, gutter, sidewalk thickness: Up to 1/4-inch below specified thickness. Flow line: Puddles shall not exceed 1/4-inch in depth, 6 inches in width or 10 feet in length. Grinding in excess of 1/2-inch and the use of epoxy fillers are not acceptable. Sidewalk crossfall: Total crossfall on 5-foot sidewalks shall be within 1/2-inch of design. Catch basins: The opening shall be a full 8 inches across the face of the catch basin with the top properly aligned within 3 inches of the base. k.) Payment: Curb and gutter, sidewalk, street sign posts, driveways and mowstrips shall be paid for under the various contract items and shall include full compensation for furnishing all labor, materials, including the cast-iron frames and grates, adjusting facilities within the sidewalk to grade, grading and adjustments at the back of walk, removal of existing facilities, tools and equipment, and for doing all work involved in their construction as shown on the plans and as specified under these Special Provisions, and no additional compensation will be allowed therefore. 13-22. Soil and Groundwater Disposal. Page 153 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 33 Spec. No. 20-05 13-22 (A) General: Bidder’s attention is directed to the fact that the proposed project is located in an area that contains no known subsurface petroleum hydrocarbon contamination. The contractor shall maintain awareness of potential signs of soil and groundwater contamination throughout the project limits and shall notify the City immediately upon discovery. Conditions indicative of contamination may be either visual (staining in soil, sheen on water surface) or olfactory (petroleum hydrocarbon odors.) Upon the discovery of suspected contaminated materials, the Contractor shall immediately provide 40-hour OSHA- HAZWOPER certified workers in the contaminated area. The Contractor shall also provide a field Site Safety Officer that is also an 8-hour OSHA-HAZWOPER Supervisor trained to directly oversee the contaminated materials removal and handling operation. All workers in this circumstance must have their initial and annual renewal refresher training, medical clearance and personal protection equipment in accordance with 8CCR Section 5192. 13-22 (B) Soil: None of the excavated material shall be disposed of on the work site. All material excavated from trenches in the project area shall be the property of the Contractor. Prior to disposal of any excess material from the work site, the Contractor shall submit to the Engineer written authorization for such disposal and entry permission signed by the approved disposal site. Contractor shall comply with all disposal regulations such as City, County, and/or State permits and license, as may be required. 13-22 (C) Water: Groundwater may be encountered during the course of excavation. If it is encountered, the Contractor shall immediately notify the City. The Contractor shall remove all water which accumulates in the excavation during the progress of work until the pipe or other structures are installed and until backfilling has progressed to a sufficient height to anchor the work against possible flotation or leakage. At all times, the Contractor shall have a minimum of 2 working pumps available for immediate use at all times. Water accumulated in excavations shall be discharged to the sanitary sewer under the supervision of City staff. Said water shall be disposed of in a manner as to cause no injury to public or private property, or be a menace to public health. Sediment shall be removed from any water to be disposed of, prior to discharge, by placing the pump inlet hose into a sump filled with clean gravel, or a perforated bucket filled with clean gravel. The outlet of the pump shall have a filter sock installed to retain residual sediment. If any odor, sheen or other visual discrepancy is noted during excavation or discharge, stop pumping and immediately notify the Engineer. Pumped groundwater will not be allowed into any watercourse or storm drain system. Contractor shall be responsible for constructing, operating and maintaining all necessary features to complete the work including furnishing, installing and maintaining all pumping and other equipment required to dewater any trenches containing water as may be encountered during performance of the work. Dewatering plan for each occurrence shall be approved by the Engineer prior to implementation. At the permanent conclusion of dewatering operations, all dewatering equipment shall be removed from the job site. Payment: Full compensation for disposal of all excavated material and trenchwater, including, but not limited to, transportation costs and soil disposal fees and providing all necessary equipment and labor (including back - up pumping equipment) shall be considered as included in the contract prices paid for various contract items of work and no additional compensation will be allowed therefor. The City will pay discharge fees for the necessary disposal of trenchwater. 13-23. Traffic Stripes and Pavement Markings: Traffic stripes and pavement markings shall conform to the applicable provisions of Section 84, “Traffic Stripes and Pavement Markings,” of the California Standard Specifications, City of Ukiah Standards, and these Special Provisions and shall be placed at the locations shown on the plans. Stripes and pavement markings shall be thermoplastic. Existing stripes and pavement markings which are damaged by the work shall be replaced. Replaced sections shall match existing sections. Patching is not acceptable in lieu of complete replacement. Payment: Traffic Stripes and Pavement Markings shall be paid for at the contract lump sum price, which price shall include full compensation for furnishing all equipment, tools, and labor, and doing all the work involved, as Page 154 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 34 Spec. No. 20-05 herein specified, including  removal of existing striping and markings,  furnishing all paint and glass beads,  thermoplastic pavement marking material,  tape,  eradication of existing and temporary traffic stripes,  temporary traffic stripes and pavement markings,  replacement of damaged stripes and markings, and doing all the work involved as herein specified and no additional allowance will be made therefore. 13-24. Signal, Lighting and Electrical Systems. All work shall meet the requirements of Section 86-1.02 “Regulations and Code” of the California Standard Specifications. 13-25. Maintaining Existing Systems The Contractor shall maintain existing signal and lighting systems in accordance with Section 86-1.05 “Maintaining Existing and Temporary Electrical Systems” and these Special Provisions. Prior to disconnecting traffic loops, temporary traffic cameras are required to be installed at the Gobbi St. and State St. intersection and the Gobbi St. and Orchard Ave. intersection for any approach that is affected by cut traffic loops to keep signal performance at the optimum operational level for the duration of the project. Upon completion, new traffic loops shall be installed following the Cal Trans standard for each cut location. Three locations are anticipated. 13-26. Boring and Jacking. Installation of bore shall be constructed in accordance with the details shown on the plans and as specified in these Special Provisions. The contactor shall furnish all labor, materials, tools, and equipment to install the conduit using the horizontal direction drilling (boring) method. Work includes, but not limited to, proper installation, testing, restoration of underground utilities and environmental protection and restoration. All directional drilling operations shall be performed by a qualified directional drilling company who has at least three (3) years’ experience involving work of a similar nature. The company must have installed a minimum of 25,000 linear feet of pipe using directional drilling operations or supply a list of project references, prior to job commencement. The contractor shall submit specifications on directional drilling equipment to be used to ensure that the equipment will be adequate to complete the project. Equipment list is to include but not be limited to: drilling rig, mud system, mud motors (if applicable), down-hole tools, guidance system, and rig safety systems. Include calibration records for guidance equipment. Submit any specifications for any drilling fluid additives that might be used. The contractor shall expose all sewer laterals before boring operations commence. Conduit size to be 6” HDPE. High Density Polyethylene (HDPE) conduits shall be smoothwall schedule 40, meeting NEMA TC7 and ANSI D1248 specifications. Color shall be gray. Conduits shall be equipped with SILICORE® inner lining or approved equivalent system for ease of installing conductor. Conduits shall be continuous i.e. couplings or fuse joints are not permitted. Couplings are permitted immediately adjacent to streetlight foundations, junction boxes and/or power sources for connection of a PVC schedule 40 elbow to the HDPE conduit. Such coupling shall be of the compression type. All materials are subject to approval by the City of Ukiah, Electric Utility Department prior to installation. Material submittals, for approval, shall be forwarded to the Ukiah Electric Utility Department. Unless otherwise specified, the methods and equipment used in jacking casing shall be optional with the Excavation of boring and receiving pits shall be the minimum size necessary to complete the work. The excavations for the boring or jacking operations shall be adequately shored to ensure against ground movement in the vicinity of the jack supports. Boring and receiving pits shall be kept dry at all times. After boring equipment and excavated materials from boring operations have been removed from the bore pit, the Contractor shall remove all loose and disturbed materials below pipe grade to undisturbed earth. Backfill for boring pits and trench shall be Class 2 aggregate base ¾” maximum conforming to Section 26 “Aggregate Base,” of the Page 155 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 35 Spec. No. 20-05 California Standard Specifications except for payment. No separate measurement or payment will be made for aggregate base used to backfill bore pits. Backfill for boring pits shall be compacted to not less than 90 percent relative compaction, except that when placed under roadbed, relative compaction shall not be less than 95 percent within three feet of finished grade, as determined by California Test 216 and 231. Trench paving of boring pits will be measured and paid for under contract item “Trench Paving”. The Contractor shall apply for an underground classification for the jack and bore operation f rom Department of Industrial Relations, Mining and Tunneling Unit, 2211 Park Towne Circle, Sacramento, CA 95825, Telephone: 916- 574-2540. The provisions in this section will not relieve the Contractor from his responsibility to provide such additional devices or take such measures as may be necessary to comply with the provisions in Section 7-1.09, “Public Safety,” of the California Standard Specifications. Measurement. Bore will be measured by lump sum. Payment. Bore will be measured and paid for at the contract lump sum price, which price shall include full compensation for furnishing all labor, materials, tools, equipment, and doing all work involved, including, as specified herein: Potholing, Excavation, Keeping the pits dry, Disposal of contaminated soil and groundwater in conformance with these Special Provisions, Shoring, Fittings, Contact grouting, Concrete end seal, Backfilling the annular space with sand, Backfill, Compaction, Removing loose material from pits, Disposal, Necessary permits, and any other work required for boring not specifically enumerated on the plans or in these specifications and no additional compensation will be allowed. Page 156 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 36 Spec. No. 20-05 SECTION 14. EXCLUSIONS FROM GENERAL CONDITIONS 14-01. Provisions to be Excluded from General Conditions. The following designated provisions of the General Conditions are hereby determined to be inapplicable to the proposed work and, therefore, are hereby excluded from the terms of the Notice to Bidders, Proposal, Agreement and other contract documents as though entirely omitted from said General Conditions: (1) Section 6-02. Office at the Site (2) Section 7-03. Surveys No other exclusions. SECTION 15. AMENDMENTS TO GENERAL CONDITIONS 15-01. Sections of General Conditions to be Amended. The following designated sections of the Special Provisions are hereby amended to read as follows: No amendments. Page 157 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 37 Spec. No. 20-05 BID SUBMITTAL CHECKLIST The following is a checklist to assist you in your submission of your bid documents. Please make sure you include the f ollowing when submitting your bid documents to reduce the risk of having your bid rejected: Did you include?... o Proposal (Page 38) Unit prices filled out clearly. Extended prices filled out clearly and calculated correctly Total bid amount filled out clearly and calculated correctly Sign the proposal, and provide complete information CLSB No. and expiration date Department of Industrial Relations Public Works Contractor Registration Number o Fair Employment Practices Certification (Page 42) Filled out completely per instruction o Worker’s Compensation Certificate (Page 43) Filled out completely per instruction o Certification of Non -Discrimination in Employment (Page 44) Filled out completely per instruction o List of Proposed Subcontractors (Page 45) Filled out completely per instruction o Statement of Experience (Page 46) o Signature of Bidder (Page 47) Filled out completely per instruction Authorized signature provided o Bidder’s Bond (Page 48) Filled out completely per instruction o Non-Collusion Affidavit (Page 49) Filled out completely per instruction Notarized o Addenda Issued Check the City website for any addenda issued: www.cityofukiah.com/purchasing. Page 158 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 38 Spec. No. 20-05 CITY OF UKIAH MENDOCINO COUNTY, CALIFORNIA PROPOSAL FOR BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT Specification No. 20-05 The undersigned, as bidder, declares that he or she has examined thoroughly all of the contract documents herein contained, that this proposal is made without collusion with any other person, firm or corporation and that all laws and ordinances relating to the interest of public officers in this contract have been complied with in every respect. AND he or she proposes and agrees, if this proposal is accepted, 1)that he or she will contract with the City of Ukiah, Mendocino County, California, in the form of the copy of the agreement herein contained a)to provide all necessary machinery, tools, apparatus and other means of construction; b)to furnish all materials; c)to provide all superintendence, overhead expenses and all labor and expenses of whatever nature necessary to complete the job in conformity with the specifications and drawings and other contract provisions herein or reasonably implied hereby or as necessary to complete the work in the manner and within the time named herein and according to the requirements and to the reasonable satisfaction of the City Engineer; d)to pay all charges of freight transportation and hauling; 2)that he or she indemnifies the City against any loss or damage arising from any act of the undersigned as Contractor; and 3)that he or she will accept as full payment therefor the following sums: Page 159 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 39 Spec. No. 20-05 BIDDING SCHEDULE In the case of any discrepancy between the unit price and the total set forth for the item, the unit price shall prevail; provided, however, that if the amount set forth as a unit price is ambiguous, unintelligible or uncertain for any reason, or is omitted, or in the case of lump sum items, is not the same amount as the entry in the “Total” column, then the amount set forth in the “Total” column for the item shall prevail in accordance with the following: 1.As to lump sum items, the amount set forth in the “Total” column shall be the unit price; 2.As to unit basis items, the amount set forth in the “Total” column shall be divided by the estimated quantity for the item and the price thus obtained shall be the unit price. The Total Base Bid shall be the sum of the items in the “Total” column. In case of discrepancy between the sum of the items in the “Total” column and the amount entered as Total Base Bid, the sum of the “Total” column items shall prevail. The bid comparison will be based on the sum of the items in the “total” column for each bidder. The Unit prices for the various Construction Items below include all costs associated with the General Conditions, Special Provisions, Requirements of the Construction Contract, and represent the total, complete, in-place cost for each specific Construction Item in accordance with the Construction Documents, including all elements, work components, accessories, and connections, shown in applicable details or required to yield a complete, sound and functional component or system appropriate for its intended function, whether or not such is specifically described or listed in any description of measurement or payment. The total amount of the Construction items below shall represent the total and complete cost of the fully functional Project. All work not specifically listed below be required to complete the work of the various construction items and the cost of such shall be considered as included throughout the various unit prices indicated. Lowest bid will be based on the lowest Base Bid. Page 160 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 40 Spec. No. 20-05 NAME OF BIDDER: SPEC #: 20-05 PROJECT NAME: BUSH AND LOW GAP ROAD UNDERGROUND IMPROVEMENT PROJECT BASE BID ITEM # DESCRIPTION UNIT OF MEASURE QUANTITY UNIT PRICE TOTAL 1 Sidewalk removal and replacement for installation of electric conduit and boxes SF 48 $__________ $__________________ 2 Remove and replace asphalt concrete (24” Trench) SF 630 $__________ $__________________ 3 Excavate, trench, backfill and compaction (24”x59” Trench) LF 230 $__________ $__________________ 4 Bore 6” Conduit including installation LF 325 $__________ $__________________ 5 4” PVC Sch 40 Conduit (electric) including installation FT 550 $__________ $__________________ 6 Excavate, backfill, compaction and install Pedestal Box Pad (City to Provide) LS 1 $__________ $__________________ 7 Landscape removal and replacement LS 1 $__________ $__________________ TOTAL BID ==>> $__________________ We, the undersigned, acknowledge that the City Council has reserved the right to reject any or all bids and to determine which proposal is, in its opinion, the lowest responsive bid from a responsible bidder and that which it deems in the best interest of the City to accept. We, the undersigned, further agree, if this proposal shall be accepted, to sign the agreement and to furnish the required bonds with satisfactory surety, or sureties, within fifteen (15) calendar days after written notice that the contract is ready for signature; and, if the undersigned shall fail to contract, as aforesaid, it shall be understood that he or she has abandoned the contract and that, therefore, this proposal shall be null and void and the proposal guaranty accompanying this proposal, or the amount of said guaranty, shall be forfeited to and become the property of the City. Otherwise, the proposal guaranty accompanying this proposal shall be returned to the undersigned. Witness our hands this day of ___________________, 20____. Licensed in accordance with an act providing for the registration of California Contractors License No. ___________, expiration date _____________. Page 161 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 41 Spec. No. 20-05 THE CONTRACTOR'S LICENSE NUMBER AND EXPIRATION DATE STATED HEREIN ARE MADE UNDER PENALTY OF PERJURY. Department of Industrial Relations Public Works Contractor Registration Number:_____________________ Signature of bidder or bidders, with business name, address, phone number and fax number: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Notice: In the case of a corporation, give below the addresses of the principal office thereof and names and addresses of the President, Secretary, Treasurer. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Page 162 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 42 Spec. No. 20-05 FAIR EMPLOYMENT PRACTICES CERTIFICATION TO:_____________________________________________________________ ________________________________________________________________ The undersigned, in submitting a bid for performing the following work by Contract, hereby certifies that he or she has or will meet the standards of affirmative compliance with the Fair Employment Practices requirements of the Special Provisions contained herein. BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT ________________________________________________________________ (Signature of Bidder) Business Mailing Address: _________________________________________________ _________________________________________________ _________________________________________________ Business Location: _________________________________________________ _________________________________________________ (The bidder shall execute the certification of this page prior to submitting his or her proposal.) Page 163 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 43 Spec. No. 20-05 WORKER'S COMPENSATION CERTIFICATE I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's Compensation or undertake self-insurance in accordance with the provisions of that code and I will comply with such provisions before commencing the performance of the work of this contract. Witness my hand this________ day of _______________, 20____ Signature of Bidder, with Business Address: __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ Page 164 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 44 Spec. No. 20-05 CERTIFICATION OF NONDISCRIMINATION IN EMPLOYMENT The bidder represents that he or she has/has not, participated in a previous contract or subcontract subject to either the equal opportunity clause herein or the clause contained in Section 301 of Executive Order 10925; that he or she has/has not, filed all required compliance reports; and that representations indicating submission of required compliance prior to subcontract awards. Signature and address of Bidder: __________________________________________________ Date_____________ __________________________________________________ __________________________________________________ __________________________________________________ (This certification shall be executed by the bidder in accordance with Section 60-1.6 of the Regulations of the President's Committee on Equal Employment Opportunity for implementing Executive Orders 10925 and 11114.) Page 165 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 45 Spec. No. 20-05 LIST OF PROPOSED SUBCONTRACTORS In compliance with the provisions of Sections 4100-4108 of the California Public Contract Code and any amendments thereof, each bidder shall set forth (a) the name and location of the place of business of each subcontractor who will perform work or labor or render service in or about the construction site or a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications in an amount in excess of one-half of 1 percent of the total bid and (b) the California Contractor License Number for each subcontractor, and (c) the portion of the work to be done by each subcontractor.(See General Conditions Section 1- 09.) Include with the name of each sub-contractor their Department of Industrial Relations Public Works Contractor Registration Number. SUBCONTRACTOR NAME SUBCONTRACTOR LICENSE NUMBER SUBCONTRACTOR DIR REGISTRATION NUMBER SUBCONTRACTOR BUSINESS ADDRESS DESCRIPTION OF WORK Page 166 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 46 Spec. No. 20-05 STATEMENT OF EXPERIENCE OF BIDDER The bidder is required to state below what work of similar magnitude or character he or she has done and to give references that will enable the City Council to judge of his or her experience, skill and business standing and his or her ability to conduct work as completely and rapidly as required under the terms of the contract. ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ Page 167 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 47 Spec. No. 20-05 SIGNATURE(S) OF BIDDER Accompanying this proposal is ___________________________________ (insert the words "cash ($)", "cashier's check" or "bidder's bond", as the case may be) in an amount equal to at least 10 percent of the bid. The names of all persons interested in the foregoing proposal as principals are as follows: IMPORTANT NOTICE: If bidder or other interested person is a corporation, provide the legal name of corporation and also the names of the president, secretary, treasurer and manager thereof. If a co-partnership, provide the true name of firm and also the names of all individual co-partners composing the firm. If bidder or other interested person is an individual, provide the first and last names in full. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Licensed in accordance with an act providing for the registration of Contractors: License No. ______________________________, License Expiration Date . Signature(s) of Bidder: ______________________________________________ ______________________________________________ ______________________________________________ NOTE: If bidder is a corporation, the legal name of the corporation shall be set forth above together with the signature of the officer or officers authorized to sign contracts on behalf of the corporation; if bidder is a co-partnership, the true name of the firm shall be set forth above together with the signature of the partner or partners authorized to sign contracts in behalf of the co-partnership; and if bidder is an individual, his or her signature shall be placed above. If a member of a partnership, a Power of Attorney must be on file with the Department prior to opening bids or submitted with the bid; otherwise, the bid will be disregarded as irregular and unauthorized. Business address: ___________________________________________________ ___________________________________________________ Place of residence: ___________________________________________________ ___________________________________________________ Dated: __________________ Page 168 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 48 Spec. No. 20-05 CITY OF UKIAH Mendocino County, California BIDDER'S BOND KNOW ALL MEN BY THESE PRESENTS, That we, ______________________________________________________________ ________________________________________________________________, as PRINCIPAL and ________________________________________________________________ ________________________________________________________________, as SURETY, are held and firmly bound unto the City of Ukiah in the penal sum of 10 PERCENT OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by said Principal to the City of Ukiah, as the case may be, for the work described below, for the payment of which sum in lawful money of the United Sta tes, well and truly to be made, to the City Clerk to which said bid was submitted, we bind ourselves, our heirs, executors, administrators and successors jointly and severally, firmly by these presents. In no case shall the liability of the surety hereunder exceed the sum of $____________________ THE CONDITION OF THIS OBLIGATION IS SUCH, That whereas the Principal has submitted the above-mentioned bid to the City of Ukiah, as aforesaid, for certain construction specifically described as follows, for which bids are to be opened at the Office of the City Clerk, Ukiah Civic Center, Ukiah, California, on APRIL 14, 2020 for BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT. NOW, THEREFORE, If the aforesaid Principal is awarded the contract and, within the time and manner required under the specifications, after the prescribed forms are presented to him or her for signatures, enters into a written contract, in the prescribed form, in accordance with the bid and files two bonds with the City of Ukiah, one to guarantee faithful performance and the other to guarantee payment for labor and materials, as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force and virtue. IN WITNESS WHEREOF, we have hereunto set our hands and seals on this ______ day of ________________, A.D. 2020. __________________________________________________(Seal) __________________________________________________(Seal) __________________________________________________(Seal) Principal __________________________________________________(Seal) __________________________________________________(Seal) __________________________________________________(Seal) Surety Address: __________________________________________________________ __________________________________________________________ __________________________________________________________ Page 169 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 49 Spec. No. 20-05 NON-COLLUSION AFFIDAVIT Note: Bidder shall execute the affidavit on this page prior to submitting his or her bid. To City Council, City of Ukiah: The undersigned in submitting a bid for performing BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT by contract, being duly sworn, deposes and says: that he or she has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with such contract. __________________________________________________ __________________________________________________ __________________________________________________ Signature(s) of Bidder Business Address:__________________________________________________ __________________________________________________ __________________________________________________ Place of Residence:__________________________________________________ __________________________________________________ __________________________________________________ NOTARIZATION Subscribed and sworn to before me this ______ day of _________, 20____. __________________________________________________ Notary Public in and for the County of______________________________, State of California. My Commission Expires ________________________, 20 ____. Page 170 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 50 Spec. No. 20-05 CITY OF UKIAH Mendocino County, California AGREEMENT FOR BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT Specification No. 20-05 THIS AGREEMENT, made this ______ day of ___________________, 20____, by and between the City of Ukiah, Mendocino County, California, hereinafter called the City and _______________________ hereinafter called the Contractor, WITNESSETH: WHEREAS, the City has caused to be prepared in accordance with law, specifications, drawings and other contract documents for the work herein described and shown and has approved and adopted these contract documents, specifications and drawings and has caused to be published in the manner and for the time required by law a notice to bidders inviting sealed proposals for doing the work in accordance with the terms of this contract and WHEREAS, the Contractor, in response to the notice to bidders, has submitted to the City a sealed proposal accompanied by a proposal guaranty in an amount of not less than 10 percent of the bid price for the construction of the proposed work in accordance with the terms of this contract and WHEREAS, the City, in the manner prescribed by law, has publicly opened, examined and canvassed the proposals submitted and as a result has determined and declared the Contractor to be the lowest and best regular responsible bidder for the work and for the sums named in the proposal, NOW, THEREFORE, THIS AGREEMENT WITNESSETH: Article 1. Work to be Done and Contract Days Allowed. That the Contractor shall provide all necessary machinery, tools, apparatus and other means of construction; shall furnish all materials, superintendence, overhead, expenses, all labor and expenses of whatever nature necessary for completion of the work in conformity with the Special Provisions and other contract documents hereto attached and according to such instructions as may be given by the Engineer. The Contractor shall complete the work within TWENTY DAYS (20) calendar days. Contract days shall be counted starting with the 10th day following receipt of notice that the contract has been executed by the City. Contractor, at his or her option, may begin work prior to start of counting contract days, however, in no event shall the Contractor start work without giving notification to the Engineer at least 72 hours prior to the start of work, without obtaining an encroachment permit from the City, or without having submitted certificates of insurance that have been accepted and approved by the Engineer Article II. Contract Prices. That the City shall pay the Contractor the prices stated in the proposal submitted by the Contractor, for complete performance of the contract by the Contractor. The Contractor hereby agrees to accept the prices as full Page 171 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 51 Spec. No. 20-05 compensation for all material and appliances necessary to the work, for all labor and use of tools and other implements necessary to execute the work contemplated in this contract; for all loss or damage arising out of the nature of the work or from the action of the elements, or from any unforeseen obstructions or difficulties which may be encountered in the prosecution of the work; for all risks of every description connected therewith; for all expenses of the work, as herein specified; for all liability and other insurance, for all overhead and other expenses incident to the work; all according to the Contract Drawings, the Special Provisions, the Details, the instructions and the requirements of the City. Article III. Labor Discrimination. Attention is directed to Section 1735 of the Labor Code, which reads as follows: "No discrimination shall be made in the employment of persons upon public works because of the race, color, national origin or ancestry, or religion of such persons and every contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter." In connection with the performance of work under this contract, the Contractor agrees as follows: (a) The Contractor will not willfully discriminate against any employee or an applicant for employment because of race, color, religion, ancestry, 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, color, religion, ancestry, 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 awarding authority setting forth the provisions of this Fair Employment Practice section. (b) The Contractor will send to each labor union or representative of workers with which he or she has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the awarding authority, advising the said labor union or worker's representative of the Contractor's commitments under this section, to employees and applicants for employment. (c) The Contractor will permit access to his or her records of employment, employment advertisements, application forms and other pertinent data and records by the Fair Employment Practices Commission, City of Ukiah or any other appropriate agency of the State of California designated by the awarding authority, for the purposes of investigation to ascertain compliance with the Fair Employment Practices section of this contract. (d) A finding of willful violation of the Fair Employment Practices section of this Contract or of the Fair Employment Practices Act shall be regarded by the awarding authority as a basis for determining the Contractor to be not a "responsible bidder" as to future contracts for which such Contractor may submit bids, for revoking the Contractor's pre-qualification rating, if any and for refusing to establish, reestablish or renew a pre-qualification rating for the Contractor. The City of Ukiah shall deem a finding of willful receipt of written notice from the Fair Employment Practices Act to have occurred upon that it has investigated and determined that the Contractor has violated the Fair Employment Practices Act and has issued an order under Labor Code Section 1426 or obtained an injunction under Labor Code Section 1429. Upon receipt of such written notice from the Fair Employment Practices Commission, the City shall notify the Contractor that unless he or she demonstrates to the satisfaction of the awarding authority Page 172 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 52 Spec. No. 20-05 within a stated period that the violation has been corrected, his or her pre-qualification rating will be revoked at the expiration of such period. (e) The Contractor agrees that should the City determine that the Contractor has not complied with the Fair Employment Practices section of this Contract, then pursuant to Labor Code Section 1735 and 1775 the Contractor shall, as a penalty to the City, forfeit for each calendar day or portion thereof, for each person who was denied employment as a result of such non-compliance, the penalties provided in the Labor Code for violation of prevailing wage rates. Such monies may be recovered from the Contractor. The City may deduct any such damages from any monies due the Contractor. (f) Nothing contained in this Fair Employment Practices section shall be construed in any manner of fashion so as to prevent the City or the State of California from pursuing any other remedies that may be available at law. (g) Prior to awarding the Contract, the Contractor shall certify to the awarding authority that he or she has or will meet the following standards for affirmative compliance, which shall be evaluated in each case by the awarding authority: (1) The Contractor shall provide evidence, as required by the City that he or she has notified all supervisors, foremen and other personnel officers in writing of the content of the anti-discrimination clause and their responsibilities under it. (2) The Contractor shall provide evidence, as required by the City, that he or she has notified all sources of employees’ referrals (including unions, employment agencies, advertisements, Department of Employment) of the content of the anti-discrimination clause. (3) The Contractor shall file a basic compliance report, as required by the City. Willfully false statements made in such reports shall be punishable as provided by law. The compliance report shall also spell out the sources of the work force and who has the responsibility for determining whom to hire, or whether or not to hire. (4) Personally, or through his or her representatives, the Contractor shall, through negotiations with the unions with whom he or she has agreements, attempt to develop an agreement which will: a. Spell out responsibilities for nondiscrimination in hiring, referral, upgrading and training. b. Otherwise implement an affirmative anti-discrimination program in terms of the unions' specific areas of skill and geography to the end that qualified minority workers will be available and given and equal opportunity for employment. (5) The Contractor shall notify the City of opposition to the anti-discrimination clause by individuals, firms or organizations during the period of its pre-qualification. (h) The Contractor will include the provisions of the foregoing paragraphs 1 through 5 in every first tier subcontract so that such provisions will be binding upon each such subcontractor. (i) The "Fair Employment Practices Certification" must be completed and sign ed prior to the time of submitting the bid. Page 173 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 53 Spec. No. 20-05 Article IV. Parts of the Contract. That the complete contract consists of the following documents, all of which shall be considered a part of this agreement. 1. Notice to Bidders 2. Wage Rates 3. General Conditions 4. Technical Specifications 5. Proposal 6. Fair Employment Practices Certification 7. Agreement 8. Contract Bonds 9. Contract Drawings and Construction Details 10. Standard Drawings 11. Indemnification Agreement IN WITNESS WHEREOF, this contract being executed in duplicate and the parties having caused their names to be signed by authority of their duly authorized office this _____ day of _____________, 20____. CITY OF UKIAH, MENDOCINO COUNTY, CALIFORNIA By: ______________________________________________________________ CITY MANAGER, CITY OF UKIAH Attest: ______________________________________________________________ CITY CLERK, CITY OF UKIAH By: ______________________________________________________________ CONTRACTOR Attest: ______________________________________________________________ Title: ______________________________________________________________ The foregoing contract is approved as to form and legality this ______ day of ______________, 20 ____. __________________________________________________ CITY ATTORNEY, CITY OF UKIAH Page 174 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 54 Spec. No. 20-05 INDEMNIFICATION AGREEMENT This Indemnification Agreement is made and entered in Ukiah, California, on _________________, 20____, by and between the City of Ukiah (Ukiah) and ______________________________________ (Contractor). Contractor is _________________________________________________________________________________ ___________________________________________ for Ukiah. As a condition of issuing the work order, attached hereto, Ukiah requires assurance that Contractor will protect Ukiah from damage or damage claims which arise from its performance of the work. Accordingly, Contractor agrees as follows: 1.Indemnification. Contractor shall indemnify and hold harmless Ukiah and its officers, agents, and employees from and against any claim, loss, or damage, including the legal and other costs of defending against any claim of damage or loss which arises out of the Contractor’s negligent or wrongful performance under the work o rder attached hereto, except for claims, losses, or damages resulting from the sole and exclusive negligence or other wrongful conduct of Ukiah or its officers, agents and employees. CONTRACTOR BY: _______________________________________________ TITLE: _______________________________________________ Page 175 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 55 Spec. No. 20-05 CITY OF UKIAH Mendocino County, California FAITHFUL PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, That we the undersigned, ______________________________________________________________ __________________________________________________________________________________, AS PRINCIPAL, and __________________________________________________________________________________, AS SURETY, are held firmly bound unto THE CITY OF UKIAH, hereinafter called the “City”, in the penal sum of dollars ($____________________) for the payment of which sum we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally. WHEREAS, the Principal has entered into a certain Contract with the City, dated __________, 20_____, a copy of which is hereto attached and made a part hereof, NOW, THEREFORE, the condition of this obligation is such that if the Principal shall in all respects fully perform the Contract and all duly authorized modifications thereof, during its original term and any extensions thereof that may be granted and during any guaranty period for which the Contract provides, and if the Principal shall fully satisfy all claims, arising out of the prosecution of the work under the Contract and shall fully indemnify the City for all expenses which it may incur by reason of such claims, including its attorney's fees and cou rt costs, and if the Principal shall make full payment to all persons supplying labor, services, materials, or equipment in the prosecution of the work under the Contract, in default of which such persons shall have a direct right of action hereupon; and if the Principal shall pay or cause to be paid all sales and use taxes payable as a result of the performance of the Contract as well as payment of gasoline and special motor fuels taxes in the performance of the Contract and all motor vehicle fees required for commercial motor vehicles used in connection with the performance of the Contract, then this obligation shall be void; otherwise, it shall remain in full force and effect. No modification of the Contract or extension of the term thereof, nor any forbearance on the part of the City shall in any way release the Principal or the Surety from liability hereunder. Notice to the Surety of any such modification, extension, or forbearance is hereby waived. IN WITNESS WHEREOF, the aforesaid Principal and Surety have executed this instrument and affixed their seals hereto, this ________ day of _______________,20_______. In the presence of: WITNESS: _________________________________ ________________________________(SEAL) (Individual Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) Page 176 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 56 Spec. No. 20-05 WITNESS: ____________________________________ ______________________________(SEAL) (Corporate Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ________________________________ (Corporate Principal) Affix Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ____________________________ ________________________________ Affix (Corporate Surety) Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) The rate of premium on this bond is $___________________________ per thousand. The total amount of premium charges is $____________________________.. (The above is to be filled in by Surety Company). (Power of Attorney of person signing for Surety Company must be attached). (CERTIFICATE AS TO CORPORATE PRINCIPAL) I,_________________________________________, certify that I am the ______________________________ Secretary of the corporation named as Principal in the foregoing bond; that _______________________________________, who signed the said bond on behalf of the Principal, was then ____________________________________________ of said corporation; that I know his signature, and that his signature thereto is genuine; and that said bond was duly signed, sealed, and attested to for and in behalf of said corporation by authority of its governing body. ____________________________________________ Affix Corporate Seal Page 177 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 57 Spec. No. 20-05 CITY OF UKIAH Mendocino County, California MATERIAL AND LABOR BOND KNOW ALL MEN BY THESE PRESENTS, That we the undersigned, ______________________________________________________ __________________________________________________________________________, AS PRINCIPAL, and __________________________________________________________________________ __________________________________________________________________________, AS SURETY, are held firmly bound unto THE CITY OF UKIAH, hereinafter called the “City” in the penal sum of dollars ($____________________) for the payment of which sum we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally. WHEREAS, the Principal has entered into a certain Contract with the City, dated _________________, 20_____, a copy of which is hereto attached and made a part hereof, NOW, THEREFORE, the condition of this obligation is such that if the Principal shall in all respects fully perform the Contract and all duly authorized modifications thereof, during its original term and any extensions thereof that may be granted and during any guaranty period for which the Contract provides, and if the Principal shall fully satisfy all claims, arising out of the prosecution of the work under the Contract and shall fully indemnify the City for all expenses which it may incur by reason of such claims, including its attorney's fees and court costs, and if the Principal shall make full payment to all persons supplying labor, services, materials, or equipment in the prosecution of the work under the Contract, in default of which such persons shall have a direct right of action hereupon; and if the Principal shall pay or cause to be paid all sales and use taxes payable as a result of the performance of the Contract as well as payment of gasoline and special motor fuels taxes in the performance of the Contract and all motor vehicle fees required for commercial motor vehicles used in connection with the performance of the Contract, then this obligation shall be void; otherwise, it shall remain in full force and effect. No modification of the Contract or extension of the term thereof, nor any forbearance on the part of the City shall in any way release the Principal or the Surety from liability hereunder. Notice to the Surety of any such modification, extension, or forbearance is hereby waived. IN WITNESS WHEREOF, the aforesaid Principal and Surety have executed this instrument and affixed their seals hereto, this ________ day of _______________,20_______. In the presence of: WITNESS: ____________________________________ ________________________________(SEAL) (Individual Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) Page 178 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 58 Spec. No. 20-05 WITNESS: ____________________________________ ______________________________(SEAL) (Corporate Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ________________________________ (Corporate Principal) Affix Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ____________________________ ________________________________ Affix (Corporate Surety) Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) The rate of premium on this bond is $___________________________ per thousand. The total amount of premium charges is $____________________________.. (The above is to be filled in by Surety Company). (Power of Attorney of person signing for Surety Company must be attached). (CERTIFICATE AS TO CORPORATE PRINCIPAL) I,_________________________________________, certify that I am the ______________________________ Secretary of the corporation named as Principal in the foregoing bond; that _______________________________________, who signed the said bond on behalf of the Principal, was then ____________________________________________ of said corporation; that I know his signature, and that his signature thereto is genuine; and that said bond was duly signed, sealed, and attested to for and in behalf of said corporation by authority of its governing body. ____________________________________________ Affix Corporate Seal Page 179 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 59 Spec. No. 20-05 DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND 1.Individual sureties, partnerships, or corporations not in the surety business will not be acceptable. 2.The name of the Principal shall be shown exactly as it appears in the Contract. 3.The penal sum shall not be less than required by the Specifications. 4.If the Principals are partners or joint venturers, each member shall execute the bond as an individual and state his place of residence. 5.If the Principal is a corporation, the bond shall be executed under its corporate seal. If the corporation has no corporate seal, it shall so state and affix a scroll or adhesive seal following the corporate name. 6.The official character and authority of the person(s) executing the bond for the Principal, if a corporation, shall be certified by the Secretary or Assistant Secretary thereof under the corporate seal, or copies attached to such records of the corporation as will evidence the official character and authority of the officer signing, duly certified by the Secretary or Assistant Secretary, under the corporate seal, to be true copies. 7.The current power-of-attorney of the person signing for the surety company must be attached to the bond. 8.The date of the bond must not be prior to the date of the Contract. 9.The following information must be placed on the bond by the surety company: a.The rate of premium in dollars per thousand; and b.The total dollar amount of premium charged. 10.The signature of a witness shall appear in the appropriate place attending to the signature of each party of the bond. 11.Type or print the name underneath each signature appearing on the bond. 12.An executed copy of the bond must be attached to each copy of the Contract (original counterpart) intended for signing. Page 180 of 658 BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT 60 Spec. No. 20-05 CITY OF UKIAH Mendocino County, California DEFECTIVE MATERIAL AND WORKMANSHIP (MAINTENANCE) BOND KNOW ALL MEN BY THESE PRESENTS, That we, _____________________________________________________________________ __________________________________________________________________, as PRINCIPAL and__________________________________________________________________________ ___________________________________________________________________, as SURETY, are held and firmly bound unto the City of Ukiah as Obligee, in the penal sum of ___________________________________________________________________________________ _________________________________________________________($____________________), (5 PERCENT OF THE FINAL CONTRACT AMOUNT) to which payment well and truly to be made, we do bind ourselves, our and each of our heirs, executors, administrators successors and assigns jointly and severally, firmly by these presents. WHEREAS, the said Principal entered into a Contract with the City of Ukiah dated_________________________ for _________________________________________________________________________________ ____________________________________________________________________________________ WHEREAS, said Contract has been completed, and was approved on the ______ day of ___________, _________, NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall guarantee that the work will be free of any defective materials or workmanship which become apparent during the period of one (1) year following completion of the Contract, then this obligation shall be void, otherwise to remain in full force and effect, provided however, any additional warranty or guarantee whether expressed or implied is extended by the Principal or Manufacturer only, and the surety assumes no liability for such a guarantee. Signed, sealed, and dated this __________ day of ____________, 20_____. __________________________________________________(Seal) BY:_______________________________________________(Seal) __________________________________________________(Seal) Principal __________________________________________________(Seal) BY:_______________________________________________(Seal) __________________________________________________(Seal) Surety Page 181 of 658 ".9 :8-=,<2878/7;=:*7,.#.:>2,.;//2,.7,8:6    ##%$  )) $)% "%"$#"$$#%"#$#%" )#$ ($"$"$&"")$ #'      ) $$"  ) $$"  ) $$"  ) $$"  ) $$" #%" $##$"$)$$$ ##%"'&##%$$#%"&"$ ) "$$'$#$) "!%"$$""$)$"$"$"%$'$"# $$'$#"$$)##%") "$$#%"") $ ##""##%$$$$"#(%##$##% #$##')& "%) #  $" $) #%" ) %" )$& $  )) ( "$$   )) $#$%## "$) " # %"" '"B#$"$"B# "$ $" ""$ "%$#  #"$ "#&"$#%") %" "*7A87./2:. ( ##*7A87.9.:;87 %$$&$) )%$ '%$# #%%$# "%$# '%$# "$) #$ )%")9.:9.:;87 )%")9.:*,,2-.7< " "$) (##$) %" $"$ %"" %"" "$ '""B# #$   )"B# $) #$$%$") $ ##  )$ ##   ) " "$) %"##$"%$ %$#%" #" $ "$# $# &# "#$"$# # $#          87.8/<1.*+8>.-.;,:2+.-9852,2.;?255+.,*7,.5.-=7<25*/<.: -*AB;?:2<<.778<2,.1*;+..702>.7<8<1.2<A*<<1.*--:.;;27-2,*<.-+.58?  $1.2<A2<;8//2,2*5;8//2,.:;.6958A..;*7->85=7<..:;*:.*--.-*;27;=:.-;87*552*+252<A7;=:*7,. 852,2.;52;<.-*+8>.  <2;*0:..-<1*<*7A27;=:*7,.8:;.5/27;=:*7,.6*27<*27.-+A<1.2<A?255*995A27.@,.;;8/*7-78<,87<:2+=<.?2<1<1.27;=:*7,.-.;,:2+.-*+8>.  $1.2<A2;7*6.-*58;;9*A..87$1. :89.:<A7;=:*7,. 852,2.;-.;,:2+.-*+8>.2/*7A  55:201<;8/;=+:80*<287=7-.:<1. :89.:<A7;=:*7,. 852,A52;<.-*+8>.1*>.+..7?*2>.-*0*27;<<1.2<A  $1.'8:4.:B;869.7;*<2877;=:.:7*6.-*+8>. 2/*7A*0:..;<8?*2>.*55:201<;8/;=+:80*<287*0*27;<<1.2<A/8:273=:2.;<8.6958A..;8/<1.27;=:.-:.;=5<270/:86?8:4/8:<1.2<A8:=;.8/<1.2<AB; 9:.62;.;8:/*,252<2.; Page 182 of 658 +6 85*;):/545,49;8'4)+ +8</)+9,,/)+4)583  "!% %"    !"                    !./9+4*589+3+4:35*/,/+9/49;8'4)+685</*+*;4*+8:.+,5225=/4- !%#! " '3+5,**/:/54'249;8+*+89549 588-'4/@':/549 5)':/5495,5<+8+*6+8':/549 /:?5,"1/'./:95,,/)+895,,/)/'29 +3625?++9'4*<52;4:++89  +3/4'8?<+4;+ "1/'.  ,45+4:8? '66+'89'(5<+/4,583':/548+7;/8+*:5)5362+:+:./9+4*589+3+4:=/22(+9.5=4/4 +)2'8':/549'9'662/)'(2+:5:./9+4*589+3+4: +):/54 $  "/9'3+4*+*:5/4)2;*+'9'4 '**/:/54'2 /49;8+*:.+6+895495858-'4/@':/5499.5=4/4:.+ ).+*;2+(;:542?=/:.8+96+)::52/'(/2/:? ,58B(5*/2?/40;8?CB6856+8:?*'3'-+C58B6+8954'2'4*'*<+8:/9/4-/40;8?C'8/9/4-5;:5,B?5;8 =581C6+8,583+*,58:.':/49;8+* 5*/,/)':/549:5 ,583   !.+/49;8+*9).+*;2+*'(5<+/4)2;*+9:.+/49;8+*A9+2+):+*58'665/4:+*5,,/)+895,,/)/'29+3625?++9'4*<52;4:++89 !./9/49;8'4)+9.'22(+68/3'8?'98+96+):9:.+/49;8+*9.5=4/4:.+9).+*;2+'(5<+58/,+>)+999.'229:'4*/4'4 ;4(851+4).'/4 5,)5<+8'-++>)+995,:.+'3+*49;8+*A99).+*;2+*;4*+82?/4-68/3'8?)5<+8'-+4+/:.+8+<+4:'4? 5:.+8/49;8'4)+3'/4:'/4+*(?:.+49;8+*9).+*;2+*'(5<+9.'22(+/4+>)+995,:./9/49;8'4)+'4*9.'2245:(+)'22+* ;654:5)54:8/(;:+=/:./: !.+/49;8'4)+',,58*+*(?:./9652/)?9.'2245:(+)'4)+2+*+>)+6:',:+8:./8:? *'?968/58=8/::+445:/)+(?)+8:/,/+* 3'/28+:;848+)+/6:8+7;+9:+*.'9(++4-/<+4:5:.+/:? 5<+8'-+9.'2245:+>:+4*:5'4?/4*+34/:?)5<+8'-+,58:.+'):/<+4+-2/-+4)+ 5,:.+'**/:/54'2/49;8+*/4'4?)'9+ =.+8+'4'-8++3+4::5/4*+34/,?:.+'**/:/54'2/49;8+*=5;2*(+/4<'2/*;4*+8 ;(*/</9/54(5, +):/54  5,:.+ /</25*+ &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&& /-4':;8+;:.58/@+*+68+9+4:':/<+ &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&& **8+99 &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&& &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&& .54+;3(+8    49;8'4)+ +8</)+9,,/)+4)585*/,/+* Page 183 of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age 184 of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age 185 of 658 W.O. GRID SCALE DWG. No. SHEET of - 4 & 6 1 2 TITLE:APPROVED BY: AS BUILT 1903 NONE No.DSG. BYREVISIONS APPDCKDBY DATE DRAWN CHECKED ELECTRIC UTILITY DEPARTMENT DESIGNED DATE TRENCH SPECIFICATIONS 1) CONFORM TO THESE SPECIFICATIONS AND REQUIREMENTS OF THE CITY ENGINEER. 2)COMPACTION: CONFORM TO SECTION 19-5, "COMPACTION" OF CALTRANS STANDARD SPECIFICATIONS, THESE PLANS, AND REQUIREMENTS OF THE CITY ENGINEER. CONTRACTOR TO PROVIDE INDEPENDENT MATERIALS AND COMPACTION TESTING. 3) AGGREGATE SUBBASE: CLASS 3. CONFORM TO SECTION 25, "AGGREGATE SUBBASES", OF CALTRANS STANDARD SPECIFICATIONS. SUBJECT TO CITY ENGINEER'S INSPECTION AND APPROVAL, REUSE EXITING SURFACING AND AGGREGATE BASE. CRUSH A.C. PAVEMENT FOR REUSE AS REQUIRED. IF EXISTING MATERIAL IS INSUFFICIENT IN QUALITY OR QUANTITY USE CLASS 2 AGGREGATE SUBBASE. 4) AGGREGATE BASE: CLASS 2, CONFORM TO SECTION 26, "AGGREGATE BASES", OF CALTRANS STANDARD SPECIFICATIONS. 5) ASPHALT CONCRETE: TYPE B. CONFORM TO SECTION 39, "ASPHALT CONCRETE", OF CALTRANS STANDARD SPECIFICATIONS. 6) FOG SEAL COAT: CONFORM TO SECTION 37, "BITUMINOUS SEALS", OF CALTRANS STANDARD SPECIFICATIONS. 7) CONCRETE: CLASS B. CONFORM TO SECTION 90, "PORTLAND CEMENT CONCRETE", OF CALTRANS STANDARD SPECIFICATIONS. 8) TRAFFIC STRIPES: CONFORM TO SECTION 84, "TRAFFIC STRIPES AND PAVEMENT MARKINGS", OF CALTRANS STANDARD SPECIFICATIONS. 9) ANY SIDEWALK REMOVAL AND REPLACEMENT SHALL BE DONE TO SCORE LINES. BUSH ST. & LOW GAP RD. UNDERGROUND PROJECT TRENCH DETAILS IN ROADWAY NOT IN ROADWAY CURB & SIDEWALK SECTION AMS8/15/19 AMS 18" CONSTRUCTION RESPONSIBILITIES CONDUIT TABLE A Size Electric Cable TV Phone Co n d u i t i n T r e n c h 1 Mi n i m u m Ra d i u s 9 0 ° El b o w s 1"18"18"- 2"24"24"24" 3"36"24"- 4"36"-24" 6"48"-- Conduit Type All PVC 40 2 PVC 40 PVC 40 Fittings Type All TC-3 Long Line Couplings Standards All NEMA TC-2 UL 651 UL 514B Color All Gray White Gray or White Marking All "CATV" Every 5' Bo r i n g Co n d u i t 3 Conduit Type 6"HDPE Smoothwall Sch 40 N/A N/A Standards All NEMA TC 7 ANSI D1248 N/A N/A Color All Gray N/A N/A 1. Conduits shall be joined using a medium body, clear, electrical conduit PVC solvent cement approved by the UEUD. 2. Risers locations to be schedule 80 elbows and conduit. Conduit shall be stubbed 6" above ground level and mounted per spec 311 2007. 3. Conduit shall be installed by horizontal directional drilling (boring). Conduit shall be equipped with SILICORE® inner lining or approved equivalent system for ease of installing conductor. Conduit shall be continuous - couplings or joints are not permitted except couplings may be used immediately adjacent to streetlight foundations, junction boxes and /or power sources for connection of a schedule 40 elbow to the HDPE conduit. Couplings shall be of the compression type. BUSH ST. & LOW GAP RD. UNDERGROUND PROJECT A. CONTRACTOR TO FURNISH AND/OR INSTALL: 1. All trenching, backfill and compaction per City Specifications. 2. Clean sand shall be used to backfill to a minimum of 3 in. above conduit(s) when a single layer of conduit is placed. Slurry cement per Caltrans Specification 19.3.02E shall be used when more than one conduit layer is present or conduits are placed in spacers. 3. All conduit, see Conduit Table A. 4. Remove and replace existing asphalt concrete and sidewalk as required to install conduits and related equipment. Sidewalk that is to be removed must be cut at score lines. 5. All conduit stubs for future electric. 6. Prove and install pull line (Mule Tape - 2500 lbs., 3 4" polyester) in all conduit. 7. Exact grade and location for: ·All pad-mounted Equipment ·Pedestals and box pads 8. Primary Pedestal enclosure box pad (installation only). Pedestal enclosure box pad to be installed per City of Ukiah Specification 922 5405 & 317 2431. Remove and re-install fence as needed to install pedestal enclosure box pad. 9. Grounding per Electrical Construction Standard 314 1008 at each primary pedestal enclosure, primary riser and each location otherwise noted on plans. B. CITY OF UKIAH TO SUPPLY THE FOLLOWING MATERIALS AND SERVICES: 1. Inspection of all electrical substructures prior to backfill. 2. Assist contractor with the installation of conduit into PMS 504. 3. Primary pedestal enclosure box pad(s) (material only). CONSTRUCTION NOTES: a. Electrical substructures (conduit, grounding) shall be inspected by the UEUD for proper installation prior to backfill of any excavation. You may call the UEUD at (707) 467-5775 to schedule inspection. The Contractor shall notify the UEUD 48 hours in advance of any inspection to be performed outside of the normal workday (Monday through Thursday). Contractor shall pay all overtime premiums associated with inspections outside of the normal workday. b. Contractor to be responsible for condition of all substructures (for exampl, trench settlement, damaged substructures, etc.) until one year after the date of completion of project. c. Contractor shall do no excavating until all utility agencies have been given the opportunity to mark their facilities in the field. d. Contractor shall pothole all underground utilities locations to determine exact depth prior to trenching. e. All landscape shall be returned to its original condition. f. No lane closures permitted during the PM peak hours - 4:30 PM to 5:30 AM. g. Existing utilities are shown in approximate locations based on available records. Service laterals are not indicated. However it is the Contractor's responsibility to determine actual vertical and horizontal alignments of any and all utilities in the vicinity of the work area prior to any work being performed and shall adjust the depth of the new utilities to clear as directed by the Engineer. The City of Ukiah and the Engineer assume no responsibility for underground obstructions that may be encountered. h. Any damages to City or other utilities caused by project operations shall be the contractor's responsibility. i. Caution shall be exercised when digging within the dripline of any tree. Roots larger than 2 inches shall not be cut without permission from the Engineer. In the event that a tree root larger than 2 inches needs to be removed, the root pruning shall be performed by a City approved licensed arborist only. Contact the city Public Works Department for a list of approved arborists. j. Contractor shall protect and preserve City survey monuments. If not possible contractor shall coordinate 10 days in advance with City of Ukiah for referencing of existing monuments prior to work in the area. If monument(s) are disturbed contractor shall reconstruct per City Standards. k. Contractor shall notify all business owners within the construction zone of proposed work schedule at the start of project. l. Contractor shall notify all business owners 48 hours in advance of any construction or disruption of traffic flow impacting the property and any driveway closures. m. Contractor shall replace curb and gutter at contractor’s expense where excavation disturbs supporting soil under the curb and gutter per special provisions. n. Contractor shall remove and replace sidewalk and concrete planter strips to the nearest transverse score mark on both sides as required by the Engineer for conduit installations. The cost of concrete removal and replacement for utility installations shall be considered included in the various utility items of work. o. All trenches shall be backfilled and compacted per City Specifications. p. Trench depth and location may have to be adjusted slightly in the field to avoid existing facilities. q. All conduit shall be proved in a manner acceptable to the UEUD. Conduit shall be free of dirt, rocks or other obstructions which could prevent, hinder or harm the installation of electric cable. r. Maximum deflection of a 20' section of conduit shall be 5” unless pre-made bends are used. s. Standard interlocking conduit spacers that provide a separation of 2" (min) between conduit shall be used, where specified. Spacers shall be spaced 5' apart (max.) or where conduit transitions are made. t. Mule Tape shall be installed in all conduits (electric, phone & cable). The open end of all conduits must be protected in a manner that prohibits dirt or debris from entering. u. The ends of all stub conduits shall be securely capped. Below ground at capped location, one Greenlee Unimarker electronic marking device shall be placed for each type of conduit using the uniform color code. v. The City of Ukiah Electric Utility Department will assist the contractor with the installation of all conduit into energized equipment (vaults, pads or boxes). Customer service outage time should be held to a minimum and shall not exceed one working day. APPENDIX "A" Page 186 of 658 T1272 37.5 AB N . B U S H S T . 1 0 5 1 (E ) O H 3 - S T R C U 04LO W G P 0 1 (E) 3 - 1 0 0 0 K C M 6 0 0 A 04LO W G P 0 2 PP B EXISTING OH CONDUCTOR TO BE REMOVED PED 3 1 0 PG&E (E) OH PRIMARY & TRI TO POLE 06LOWGP01 06BU S H N 0 1 LOW G A P R D . N . B U S H S T . LOW G A P R D . C O T T A G E L N . N . P I N E S T . 8 8 5 361 357 8 9 0 (E) EMPTY 6" DUCT AND 1000 KCM IN 6" PVC TO VAULT 44 (E) O H 3 - 2 / 0 S T R C U 310 1 0 5 0 A C B 10 6 0 (E) 3 - 1000 KCM 600 AMP TO VAULT 49 (E) 3 - 4/0 AL 200 AMP TO VAULT 48 (E) 3 - 4/0 200 AMP AND 3 - 500 KCM 600 AMP TO VAULT 46 BC A ( E ) 3 - 4 / 0 BC A NEW 4" CONDUITS (3) TOTAL (FROM PED 310): a) 1-4" FROM PED 310 TO (E) PPB-1 b) 1-4" TO INTERCEPT (E) EMPTY 4" RUNNING BETWEEN PPB-1 & VAULT 45 c) 1-4" FROM PED 310 TO T1272 ( E ) 3 - 5 0 0 K C M ( I S O L A T E D ) A& B PMS 504 504 512 V-45 (E) 10 0 0 K C M 6 " P V C (E) E M P T Y 6 " D U C T ( E ) E M P T Y 6 " P V C (E) 4 " C O N D U I T PG&E (E) TRENCH WITH 2-4" AND 2-6" CONDUITS BETWEEN PMS 504 AND VAULT 45 (E) TRENCH WITH 1-4" CONDUIT BETWEEN PAD TRANS T1272 AND PMS 504 BORE 1-6" CONDUIT BETWEEN RISER POLE 06BUSHN01 AND PMS 504 Cro s s w a l k C r o s s w a l k S i d e w a l k S i d e w a l k Side w a l k Sid e w a l k Side w a l k S i d e w a l k S i d e w a l k Sid e w a l k Side w a l k S i d e w a l k (E ) E M P T Y 4 " P V C TOP OF SEWER PIPE AT 11' 51" TO 60" 42" TO 56" (E) 3 - 4 / 0 A L 2 0 0 A 4" CONDUIT FROM PED 310 TO INTERCEPT EXISTING 4" CONDUIT FROM VAULT 45 C r o s s w a l k Cro s s w a l k C r o s s w a l k (E) OH PRIMARY & SECONDARY TO POLE 06BUSHN03 PPB - 1 1-4" CONDUIT SD 45' AT 30" INV. 161' 60" PIPE RIGHT BELOW AC 10' 10' PED 310 LOCATION DETAIL NTS INTERCEPT EXISTING 1-6" CONDUIT AND EXTEND TO SOUTH SIDE OF POLE AB???? 15 04LO W G P ? ? NEW POLE 04LOWGP?? W 15 KVA CONV TRANSFORMER FUSE 6T AB1954 15 REMOVE 15KVA TRANSFORMER EXISTING FENCE TO BE REMOVE AND RE-INSTALL AROUND PEDESTAL, AS SHOWN 1 0 5 1 4" CONDUIT FROM PED 310 TO INTERCEPT EXISTING 4" CONDUIT FROM T1272 ELEC ELEC ELEC ELEC ELEC ELEC ELEC ELEC ELEC ELEC ELEC ELEC ELEC ELEC BORE WINDOW (E) ELECTRIC DUCT (E) SEWER PIPE TOP OF SEWER PIPE AT APPROX. 11' APPROX. 42" TO 60" DEPTH FROM FINISH ROADWAY GRADE W.O. GRID SCALE DWG. No. SHEET of - 4 & 6 2 2 BUSH & LOW GAP UNDERGROUND PROJECT TITLE:APPROVED BY: AS BUILT 1903 1" = 20' No.DSG. BYREVISIONS APPDCKDBY DATE DRAWN CHECKED ELECTRIC UTILITY DEPARTMENT DESIGNED DATE AMS8/15/19 AMSSCALE 1" = 20' NOT TO SCALE. THEN DRAWING IS NOT MEASURE 1" IF THIS BAR DOES 25 1/2" 600A 200A SOUTH 81.5" 27" (E) 4" CONDUITS TO VAULT 45 (E) 6" CONDUITS TO VAULT 45 6" (N) 6" CONDUIT TO POLE RISER 06BUSHN01 PED 310 SINGLE LINE CABLE DIAGRAM NTS 1Ä PTK 1Ä PTK RISER LOCATION POLE 06BUSHN01 NTS 04LO W G P 0 2 PPBÄ1 1Ä PTK 8Ä PMS 0 06BU S H N 0 1 1Ä PTK 1Ä   P T K  0 0 A RISER LOCATION POLE 04LOWGP02 NTS FACE T1 Page 187 of 658 APPENDIX “B” UTILITY CONSTRUCTION STANDARDS 314 1008 EQUIPMENT GROUNDING 317 2431 PEDESTAL BOX PAD INSTALLATION 922 5405 PEDESTAL BOX PAD Page 188 of 658 &TCYKPIPCOG%>7UGTU>#N>&QEWOGPVU>#WVQ%#&(KNGU>%KV[QH7MKCJ>7MKCJ1*7)'PI5RGEU>7PFGTITQWPF5RGE>'SWKROGPV)TQWPFKPIFYI2NQVVGF1EVÄCO Page 189 of 658 Page 190 of 658 Page 191 of 658 Attachment 2 Please return to: CITY OF UKIAH 300 Seminary Avenue Ukiah, California 95482-5400 (707) 463-6200 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN: 1. That the project described as: Bush & Low Gap Electric Improvement Project 2. That the nature of the work: Installation of Electrical Infrastructure at Bush Street & Low Gap Rd. Specification No. 20-05. 3. That on the 24th day of July, 2020, the Contract work for this project was actually completed. 4. That the name and address of the Contractor is Wipf Construction, LLC., P.O. Box 234, Ukiah, CA 95482. 5. That the property location of work performed herein referred to is situated in the County of Mendocino, State of California, and is described as follows: Bush Street & Low Gap Rd. I hereby certify under penalty of perjury that the forgoing is true and correct: City Council Approval CITY OF UKIAH, a Municipal Corporation _________________ By: __________ Date Kristine Lawler, City Clerk Date State of California County of Mendocino Page 192 of 658 Page 1 of 1 Agenda Item No: 7.e. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-514 AGENDA SUMMARY REPORT SUBJECT: Approval of Notice of Completion for the Todd Grove Park Electric Service Upgrade, Specification No. 20-07, and Approve Final Payment and the 5% Retention to Wipf Construction, LLC. DEPARTMENT: Electric Utility PREPARED BY: Diann Lucchetti, Administrative Secretary PRESENTER: Consent Calendar ATTACHMENTS: 1. Todd Grove Park Bid Specification COMBINED 2. Notice of Completion-Todd Grove Park Summary: Council is being asked to approve a Notice of Completion for the Todd Grove Park Electric Service Upgrade, Specification No. 20-07, and to approve final payment and the 5% retention to Wipf Construction, LLC. Background: The project was awarded to Wipf Construction, LLC. on Wednesday, May 20, 2020, in the amount of $69,165. The project included all labor and materials for the installation of conduit at Todd Grove Park to improve the Park’s electric service area, underground existing overhead conductor and expand capability to serve vendors during park events. Discussion: The contracted work was completed by the contractor in conformance with the approved plans and specifications on July 24, 2020 (Attachment 1). The original awarded unit price contract amount, based on estimated quantities, was $69,165, with actual quantities resulting in a final contract amount of $71,170.00. Final payment of the retention will be made to the contractor after 35 days from the date of the Notice of Completion (Attachment 2) is filed with the County Recorder. Recommended Action: Approve Notice of Completion for the Todd Grove Park Electric Service Upgrade, Specification No. 20-07, and direct the City Clerk to file the Notice of Completion with the County Recorder. BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: $340,000; 80126100.80230.18044 PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: C#1920-253 COORDINATED WITH: Mary Horger, Financial Services Manager, Mary Williamson, Buyer Page 193 of 658 CITY OF UKIAH MENDOCINO COUNTY, CALIFORNIA SPECIAL PROVISIONS FOR TODD GROVE PARK ELECTRIC SERVICE UPGRADE SPECIFICATION NO. 20-07 CITY OF UKIAH DEPARTMENT OF ELECTRIC UTILITY 300 Seminary Avenue Ukiah, California 95482-5400 Bids Open: Tuesday, May 12, 2020 2:00 p.m. Office of City Clerk Attachment 1 Page 194 of 658 CITY OF UKIAH MENDOCINO COUNTY, CALIFORNIA CITY COUNCIL: DOUGLAS CRANE – MAYOR JUAN OROZCO – VICE-MAYOR JIM BROWN – COUNCIL MEMBER STEVE SCALMANINI – COUNCIL MEMBER MAUREEN MULHEREN – COUNCIL MEMBER SAGE SANGIACOMO – CITY MANAGER TIM ERIKSEN - DIRECTOR OF PUBLIC WORKS / CITY ENGINEER MARY HORGER – FINANCIAL SERVICES MANAGER KRISTINE LAWLER – CITY CLERK R. ALLEN CARTER - CITY TREASURER CITY OF UKIAH DEPARTMENT OF ELECTRIC UTILITY April 2020 Page 195 of 658 TABLE OF CONTENTS PAGE NOTICE TO BIDDERS INSTRUCTIONS TO BIDDERS ...................................................................................................................... 1 GENERAL CONDITIONS SECTION 1. PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS .............................................. 3 1-01. Definitions 1-02. Examinations of Plans, Special Provisions and Site of Work 1-03. Proposal 1-04. Withdrawal of Bids 1-05. Public Opening of Bids 1-06. Bid Guaranty 1-07. Qualification of Bidders 1-08. Disqualification of Bidders 1-09. Identification of Subcontractors 1-10. General Provisions of the Standard Specifications 1-11. Addenda SECTION 2. AWARD AND EXECUTION OF CONTRACT ........................................................................... 5 2-01. Award of Contract 2-02. Return of Proposal Guaranties 2-03. Execution of Contract SECTION 3. SCOPE AND INTENT OF CONTRACT .................................................................................... 5 3-01. Effect of Inspection and Payments 3-02. Effect of Extension of Time 3-03. Extra Work 3-04. Assignment of Contract 3-05. Subcontractors 3-06. Interpretation of Special Provisions and Drawings 3-07. Addenda 3-08. Liability of City Officials 3-09. Dispute Resolution SECTION 4. BONDS ..................................................................................................................................... 6 4-01. Faithful Performance Bond 4-02. Material and Labor Bond 4-03. Defective Material and Workmanship Bond 4-04. Notification of Surety Companies SECTION 5. INSURANCE REQUIREMENTS FOR CONTRACTORS ......................................................... 7 5-01. Minimum Scope of Insurance 5-02. Minimum Limits of Insurance 5-03. Deductibles and Self-Insured Retentions 5-04. Other Insurance Provisions 5-05. Acceptability of Insurers 5-06. Verification of Coverage 5-07. Subcontractors SECTION 6. RESPONSIBILITIES AND RIGHTS OF CONTRACTOR ......................................................... 8 6-01. Legal Address of Contractor 6-02. Office of Contractor at Site 6-03. Attention to Work 6-04. Liability of Contractor 6-05. Protection of Persons and Property 6-06. Protection of City Against Patent Claims Page 196 of 658 6-07. Protection of Contractor's Work Property 6-08. Regulations and Permits 6-09. Construction Utilities 6-10. Approval of Contractor's Plans 6-11. Suggestions to the Contractor 6-12. Termination of Unsatisfactory Subcontracts 6-13. Preservation of Stakes and Marks 6-14. Assistance to Engineer 6-15. Removal of Condemned Materials and Structures 6-16. Proof of Compliance with Contract 6-17. Errors and Omissions 6-18. Cooperation 6-19. Right of Contractor to Stop Work 6-20. Hiring and Dismissal of Employees 6-21. Wage Rates 6-22. Cleaning Up 6-23. Guaranty SECTION 7. RESPONSIBILITIES AND RIGHTS OF CITY ........................................................................ 13 7-01. Authority of the Engineer 7-02. Inspection 7-03. Surveys 7-04. Rights-of-Way 7-05. Retention of Imperfect Work 7-06. Changes in the Work 7-07. Additional Drawings by City 7-08. Additional and Emergency Protection 7-09. Suspension of Work 7-10. Right of City to Terminate Contract 7-11. Use of Completed Portions SECTION 8. WORKMANSHIP, MATERIALS AND EQUIPMENT .............................................................. 15 8-01. General Quality 8-02. Quality in Absence of Detailed Specifications 8-03. Materials and Equipment Specified by Name 8-04. Source of Materials 8-05. Storage of Materials 8-06. Drawings, Samples and Tests SECTION 9. PROSECUTION OF WORK ................................................................................................... 16 9-01. Equipment and Methods 9-02. Time of Completion 9-03. Avoidable Delays 9-04. Unavoidable Delays 9-05. Notice of Delays 9-06. Extension of Time 9-07. Unfavorable Weather and Other Conditions 9-08. Saturday, Sunday, Holiday and Night Work 9-09. Hours of Labor SECTION 10. PAYMENT ............................................................................................................................. 17 10-01. Certification by Engineer 10-02. Progress Estimates and Payment 10-03. Substitution of Securities 10-04. Acceptance 10-05. Final Estimate and Payment 10-06. Delay Payments 10-07. Extra Work and Work Omitted 10-08. Compensation for Extra Work or Work Omitted 10-09. Compensation to the City for Extension of Time Page 197 of 658 10-10. Liquidated Damages for Delay SECTION 11. MISCELLANEOUS ............................................................................................................... 20 11-01. Notice 11-02. Computation of Time 11-03 Claims Procedure Required by Public Contract Code Section 9204 11-04. Litigation and Forum Selection 11-05. Waiver TECHNICAL SPECIFICATIONS SECTION 12. GENERAL INFORMATION .................................................................................................. 23 12-01. Location and Scope of Work 12-02. Arrangement of Technical Specifications 12-03. Arrangement of Plans 12-04. Business Licenses 12-05. Permits 12-06. Standard Specifications and Standard Plans 12-07. Temporary Facilities 12-08. Public Convenience and Safety 12-09. Maintaining Traffic 12-10. Stream Pollution 12-11. Warranties 12-12. Utilities 12-13. Preconstruction Conference 12-14. Safety Requirements 12-15. Notification of Underground Service Alert (USA) SECTION 13. CONSTRUCTION DETAILS ................................................................................................. 25 13-01. General 13-02. Materials 13-03. Quantities 13-04. Payment 13-05. Trenching 13-06. Transformer Box Pad 13-07. Bonding and Grounding 13-08. Maintaining Traffic 13-09. Dust Control and Watering 13-10. Traffic Control 13-11. Protection of Existing Facilities 13-12. Removal Methods 13-13. Vacuum Excavation 13-14. Pipe and Structure Excavation, Backfill and Compaction 13-15. Excavation Safety 13-16. Sprinklers and Landscaping 13-17. Clean-up 13-18. Aggregate Base 13-19. Asphalt Concrete 13-20. Asphalt Concrete Trench Paving 13-21. Curbs, Sidewalks and Miscellaneous Concrete 13-22. Soil and Groundwater Disposal 13-23. Traffic Stripes and Pavement Markings 13-24. Signal, Lighting and Electrical Systems 13-25. Maintaining Existing Systems 13-26. Boring and Jacking SECTION 14. EXCLUSIONS FROM GENERAL CONDITIONS ................................................................. 36 14-01. Provisions to be Excluded from General Conditions SECTION 15. AMENDMENTS TO GENERAL CONDITIONS .................................................................... 36 Page 198 of 658 15-01. Provisions of General Conditions to be Amended CERTIFICATES AND DOCUMENTS BID SUBMITTAL CHECKLIST ...................................................................................................................... 37 PROPOSAL ............................................................................................................................................ 38 BIDDING SCHEDULE ................................................................................................................................... 39 FAIR EMPLOYMENT PRACTICES CERTIFICATION .................................................................................. 42 WORKER'S COMPENSATION CERTIFICATE ............................................................................................ 43 CERTIFICATE OF NONDISCRIMINATION IN EMPLOYMENT ................................................................... 44 LIST OF PROPOSED SUBCONTRACTORS ............................................................................................... 45 STATEMENT OF EXPERIENCE OF BIDDER .............................................................................................. 46 SIGNATURE OF BIDDER ............................................................................................................................. 47 BIDDER'S BOND .......................................................................................................................................... 48 NON-COLLUSION AFFIDAVIT ..................................................................................................................... 49 AGREEMENT ............................................................................................................................................ 50 INDEMNIFICATION AGREEMENT .............................................................................................................. 54 EXAMPLE BOND FORMS ............................................................................................................................ 55 DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND ............. 59 DEFECTIVE MATERIAL AND W ORKMANSHIP (MAINTENANCE) BOND ................................................. 60 INSURANCE CERTIFICATES AND ENDORSEMENT FORMS APPENDICES: APPENDIX “A” PROJECT DRAWINGS – BUSH AND LOW GAP UNDERGROUND IMPROVEMENT PROJECT (2 sheets) APPENDIX “B” - UTILITY CONSTRUCTION STANDARDS 314 1008 EQUIPMENT GROUNDING 317 2426-4 TRANSFORMER BOX PAD INSTALLATION 922 5402 TRANSFORMER BOX PAD Page 199 of 658 CITY OF UKIAH, MENDOCINO COUNTY, CALIFORNIA NOTICE TO BIDDERS FOR TODD GROVE PARK ELECTRIC SERVICE UPGRADE SPECIFICATION NO. 20-07 NOTICE IS HEREBY GIVEN that sealed standard proposals for TODD GROVE PARK ELECTRIC SERVICE UPGRADE will be received at the Office of the City Clerk, Ukiah Civic Center Annex –located at 411 West Clay Street, Ukiah California until 2:00 p.m. on May 12, 2020. Bids shall be addressed to the City Clerk and shall be endorsed TODD GROVE PARK ELECTRIC SERVICE UPGRADE. DUE TO THE CITY’S CURRENT CLOSURE TO THE PUBLIC BECAUSE OF THE COVID-19 EVENT, bids that are HAND DELIVERED must be placed in the Night Drop Box located to the right of the front doors of the Ukiah Civic Center Annex, at the address listed above. As soon thereafter as possible, the bids will be publicly opened via live streaming at http://www.cityofukiah.com/meetings/ and read. Bids are required for the entire work described herein. No fax bids will be accepted. ENGINEER'S ESTIMATE OF QUANTITIES Item No. Description Quantity Unit of Measure 1. EXCAVATE, TRENCH, BACKFILL AND COMPACATION (18” X 59” TRENCH) 160 LF 2. BORE 3” CONDUIT INCLUDING INSTALLATION 190 FT 3. BORE 4” CONDUIT INCLUDING INSTALLATION 530 FT 4. 3” PVC SCH 40 CONDUIT INCLUDING INSTALLATION 180 FT 5. 4” PVC SCH 40 CONDUIT INCLUDING INSTALLATION 135 FT 6. EXCAVATE, BACKFILL, COMPACTION AND INSTALL PRIMARY PULL BOX (INSTALL ONLY) 1 LS 7. EXCAVATE, BACKFILL, COMPACTION AND INSTALL TRANSFORMER BOX PAD (INSTALL ONLY) 1 LS 8. EXCAVAE, BACKFILL, COMPACTION AND INSTALL CONCRETE PAD FOR SERVICE PEDESTAL 2 LS Plans and Special Provisions may be inspected and/or copies obtained from the City’s website at www.cityofukiah.com/purchasing. No bid will be considered unless it is made on the forms furnished by the City and is made in accordance with the details of the Special Provisions. Each bidder must be licensed as required by law. Further information regarding the work or these specifications can be obtained by calling Mary Williamson, Buyer II at (707) 467-5777 or by email at mwilliamson@cityofukiah.com. The City Council reserves the right to reject any or all bids and to determine which proposal is, in its opinion, the lowest responsive bid by a responsible bidder and which it deems in the best interest of the City to accept. The City Council also reserves the right, but not the obligation, to waive any irregularity or failure to strictly comply with the bidding requirements, that the City determines in the reasonable exercise of its discretion does not provide the bidder with a competitive advantage over other bidders. No contractor or subcontractor may be listed on a bid proposal for a public works unless registered with the Department of Industrial Relations (“DIR”) pursuant to Labor Code section 1725.5 except as allowed. under Labor Code section 1771.1(a. The prime contractor shall be responsible for posting job site notices as prescribed by regulation. This project is subject to compliance monitoring and enforcement by the DIR. Pursuant to provisions of Section 1770, including amendments thereof, of the Labor Code of the State of California, the DIR Director has ascertained the general prevailing rate of wages for straight time, overtime, Saturdays, Sundays and Holidays including employer payment for health and welfare, vacation, pension and similar purposes for the City of Ukiah. Copies of his General Prevailing Wage Determination are available on the Internet at web address: http://www.dir.ca.gov/DLSR/PWD/ The prime contractor for the work herein shall possess a current, valid State of California, Class “A” Contractor's License. Pursuant to California Public Contract Code §22300, this contract includes provisions that allow substitutions of certain types of securities in lieu of the City withholding a portion of the partial payments due the Contractor to insure performance under this contract. Page 200 of 658 By order of the City Council, City of Ukiah, County of Mendocino, State of California. Dated:________________________ ________________________________________ Kristine Lawler, City Clerk, City of Ukiah, California PUBLISH TWO TIMES: April 13th and 20th, 2020 Page 201 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 1 Spec. No. 20-07 INSTRUCTIONS TO BIDDERS TODD GROVE PARK ELECTRIC SERVICE UPGRADE shall be performed in accordance with the Plans and Special Provisions therefor adopted, to which special reference is hereby made. Each bidder must supply all the information required by the bid documents and Special Provisions. Minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color or national origin in consideration for an award of any contract entered into pursuant to this advertisement. Women will be afforded equal opportunity in all areas of employment. However, the employment of women shall not diminish the standards or requirements for the employment of minorities. All proposals or bids shall be accompanied by a cashier's check or certified check payable to the order of the City of Ukiah amounting to 10 percent of the bid, or by a bond in said amount and signed by the bidder and a corporate surety, payable to said City. Said check shall be forfeited, or said bond shall become payable to said City in case the bidder depositing the same does not, within fifteen (15) days after written notice that the contract has been awarded to him: (a) enter into a contract with the City and (b) furnish certificates of insurance and endorsements, a bond of faithful performance and a payment bond as described in the Special Provisions. No bidder shall withdraw his or her bid for a period of thirty (30) calendar days after the date set by the City for the opening thereof. The Contractor and any subcontractors shall each possess a valid City of Ukiah Business License prior to the start of any work. The Contractor shall furnish a project schedule to the Engineer prior to the start of any work and start work as scheduled. The work is to be completed within TWENTY (20) calendar days. The Contractor will pay to the City the sum of five hundred ($500.00) dollars per day for each and every calendar day's delay beyond the time prescribed. The staff shall notify a bidder by telephone, email or fax, if it intends to recommend the rejection of the bidder’s bid. Any bid protest must be filed with the City Clerk not more than five calendar days following the bid opening, or 2 calendar days following notice that staff is recommending the rejection of a bid. If any such timely written protest is filed, all bidders shall be provided a copy of the protest within 2 calendar days of its receipt, which may be delivered to the bidders as an email attachment or by fax. All such bidders may file with the City Manager a written objection or other response to the protest. All objections or responses filed not more than 5 days after receipt of the written protest will be presented to the City Council at its next regular meeting occurring not less than 12 calendar days following the bid opening. The City Council will resolve the bid protest at that meeting based on the written protest, any staff recommendation and all timely written objections and responses. In accordance with the Brown Act, any person may address the City Council on this item during the meeting. The City Council action on the protest shall represent a final decision by the City on the protest. Examination of Site, Drawings, Etc. Each bidder shall visit the site of the proposed work and fully acquaint himself with local conditions, construction and labor required so that he or she may fully understand the facilities, difficulties and restrictions attending the execution of the work under the Contract. Bidders shall thoroughly examine and be familiar with the Plans and Special Provisions. The failure of any bidder to receive or examine any form, instrument, addendum, or other document, or to visit the site and acquaint himself with conditions there existing, shall in no way relieve the bidder from any obligation with respect to his or her proposal or to the contract. The drawings for the work show conditions as they are supposed or believed by the Engineer to exist; but, it is neither intended nor shall it be inferred that the conditions as shown thereon constitute a representation by the Engineer, the City or its officers that such conditions are actually existent, nor shall the City, the Engineer or any of their officers or representatives be liable for any loss sustained by the Contractor as a result of a variance between the conditions shown on the drawings and the conditions actually revealed during the progress of the work or otherwise. Page 202 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 2 Spec. No. 20-07 The bidder's attention is directed to the possible existence of obstructions and public improvements within the limits of the work or adjacent thereto, which may or may not be shown on the Drawings. Any bid shall take into consideration that conditions may exist underground or otherwise that are not known to the City or easily detected during a site inspection that could impact the time or cost of completing the project. The City expects the bids to anticipate such conditions so that it can know for budgeting and other purposes the total cost to complete the project before accepting a bid and undertaking the legal obligation to construct the project. In awarding the contract the City relies on the contractor’s representation that its bid anticipates differing site conditions and the additional time or cost that such conditions may necessitate. The bidder shall investigate to his or her satisfaction the conditions to be encountered, the character, quality and quantities of work to be performed and materials to be furnished and the requirements of the Plans, Special Provisions, Standard Specifications, Standard Plans, and Contract Documents. The submission of a proposal shall be considered conclusive evidence that the bidder has made such examination and has accepted the project workplace as a safe workplace to perform the work of the Contract. Bidder Inquiries and Questions Inquiries and questions must be submitted in writing via email to the following designated contact person: Mary Williamson Email: mwilliamson@cityofukiah.com The City reserves the right to not respond to inquiries or questions submitted within 3 business days of the bid opening. Location of the Work All of the work to be performed is within the City of Ukiah. Project is located at 600 LIVE OAK AVENUE, UKIAH, CALIFORNIA. Page 203 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 3 Spec. No. 20-07 GENERAL CONDITIONS SECTION 1. PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS 1-01. Definitions. Whenever any word or expression defined in this section, or pronoun used in its stead, occurs in these contract documents, it shall have and is mutually understood to have the meaning given: a. "City of Ukiah" or "City" shall mean the City of Ukiah, Mendocino County, California, acting through its City Council or any other board, body, official or officials to which or to whom the power belonging to the Council shall by virtue of any act or acts, hereafter pass or be held to appertain. b. "Engineer" shall mean the Engineer duly and officially appointed by the City to supervise and direct the work of construction under this contract, acting personally or through agents or assistants duly authorized by him, such agents or assistants acting within the scope of the particular duties entrusted to them. c. "Inspector" shall mean the engineering or technical inspector or inspectors duly authorized or appointed by the Engineer, limited to the particular duties entrusted to him or her or them. d. "Contractor" shall mean the party entering into contract with the City of Ukiah for the performance of work covered by this contract and his or her authorized agents or legal representatives. e. "Date of signing of contract" or words equivalent thereto, shall mean the date upon which this contract, with the signature of the Contractor affixed, together with the prescribed bonds, shall be or shall have been delivered to the City or its duly authorized representatives. f. "Day" or "days", unless herein otherwise expressly defined, shall mean a calendar day or days of twenty-four hours each. g. "The work" shall mean and include all the work specified, indicated, shown or contemplated in the contract to construct the improvement, including all alterations, amendments or extensions thereto made by contract change order or other written orders of the Engineer. h. "Contract drawings", "drawings", "plans" shall mean and include 1) all drawings or plans which may have been prepared by or on behalf of the City, as a basis for proposals, when duly signed and made a part of this contract by incorporation or reference, 2) all drawings submitted in pursuance of the terms of this contract by the successful bidder with his or her proposal and by the Contractor to the City if and when approved by the Engineer and 3) all drawings submitted by the Engineer to the Contractor during the progress of the work as provided for herein. i. Where "as shown", "as indicated", "as detailed" or words of similar import are used, it shall be understood that reference to the drawings accompanying these Special Provisions is made unless stated otherwise. Where "as directed", "as permitted", "approved" or words of similar import are used, it shall be understood that the direction, requirements, permission, approval or acceptance of the Engineer is intended unless stated otherwise. As used herein, "provide" or "install" shall be understood to mean "provide or install complete in place", that is, "furnish and install". "Shall" is mandatory; "may" is permissive. 1-02. Examination of Plans, Special Provisions and Site of Work. The bidder shall examine carefully the Proposal, Plans, Special Provisions, Contract forms and the site of the work contemplated therefor. It will be assumed that the bidder has investigated to his or her satisfaction the conditions to be encountered and the character, quality and requirements of all Plans, Special Provisions, Standard Specifications, and Standard Plans involved. 1-03. Proposal. Bids shall be made on the blank form s prepared by the City. All bids shall give the prices bid, both in writing and in figures and shall be signed by the bidder or his or her authorized representative, with his or her address. If the bid is made by an individual or partner, his or her name and the post office address of his or her business or partnership, along with his or her signature or the signature of one or more partners must be shown; if Page 204 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 4 Spec. No. 20-07 made by a corporation, the bid shall show the name of the state under the laws of which the corporation is chartered, the name of the corporation and the title of the person who signs on behalf of the corporation. Each proposal shall be enclosed in a sealed envelope, endorsed as specified in the notice to bidders. Bidders are warned against making erasures or alterations of any kind and proposals which contain omissions, erasures, conditions, alterations, additions not called for, additional proposals or irregularities of any kind may be rejected. 1-04. Withdrawal of Bids. Any bid may be withdrawn at any time prior to the hour fixed in the notice to bidders for the openings of bids, provided that a request in writing, executed by the bidder or his or her duly authorized representative, for the withdrawal of such bid is filed with the City. The withdrawal of a bid will not prejudice the right of a bidder to file a new bid. 1-05. Public Opening of Bids. Bids will be opened and read publicly at the time and place indicated in the notice to bidders. Bidders or their agents are invited to be present. 1-06. Bid Guaranty. Each bid must be accompanied by a certified check, cashier's check or bidder's bond executed by an admitted surety insurer, payable to the order of the City of Ukiah in an amount not less than 10 percent of the bid as a guarantee that the bidder will enter into a contract, if awarded the work. 1-07. Qualification of Bidders. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. The prime contractor shall be responsible for posting job site notices as prescribed by regulation. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Each bidder shall be licensed under the provisions of Chapter 9, Division 3 of the Business and Professions Code and shall be skilled and regularly engaged in the general class or type of work called for under this contract. A statement setting forth this experience and business standing shall be submitted by each bidder on the form provided herewith. It is the intention of the City to award a contract only to a bidder who furnishes satisfactory evidence that he or she has the requisite experience and ability and that he or she has sufficient capital, facilities and equipment to enable him or her to prosecute the work successfully and promptly within the time and in the manner agreed. In determining the degree of responsibility to be credited to a bidder, the City may weigh evidence that the bidder or his or her personnel charged with the responsibility in the work, has performed satisfactorily other contracts of like nature and magnitude or comparable difficulty at similar rates of progress. 1-08. Disqualification of Bidders. More than one bid from an individual business, partnership, corporation or association, under the same or different names, will not be considered. Reasonable grounds for believing that any bidder is financially interested in more than one bid for the work will cause the rejection of all bids in which he or she is so interested. If there is reason to believe that collusion exists among the bidders, none of the participants in such collusion will be considered. Bids in which the prices obviously are unbalanced may be rejected. 1-09. Identification of Subcontractors. All bids shall comply with the Subletting and Subcontracting Fair Practices Act (Public Contract Code Section 4100 and following) and shall set forth: (a) The name and the location of the place of business of each subcontractor who will perform work or labor, or render service to the prime contractor in or about the construction of the work, or to a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work according to detailed drawings contained in the plans and Special Provisions, in an amount in excess of one-half of 1 percent of the prime contractor's total bid. (b) The portion of the work which will be done by each such subcontractor. The prime contractor shall list only one subcontractor for each such portion defined by the prime contractor in his or her bid. 1-10. General Provisions of the Standard Specifications. All provisions of the General Provisions, Sections 1 through 11, of the Standard Specifications, shall be applicable to the contract except as modified by these Special Provisions. The Standard Specifications are set forth in Section 12-06 of these Special Provisions. Page 205 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 5 Spec. No. 20-07 1-11. Addenda. If it becomes necessary to revise any part of these plans and specifications after they have been released, the City will issue an addendum containing the revision. All addenda will be posted on the City’s website at www.cityofukiah.com/purchasing with the rest of the bid documents. Anyone who intends to submit a bid in response to this Request for Bid must check the website frequently for any posted addenda. Anyone submitting a bid will be deemed to have seen and agreed to be bound by the posted addenda. SECTION 2. AWARD AND EXECUTION OF CONTRACT 2-01. Award of Contract. Award of the contract, if it be awarded, will be to the lowest responsible bidder whose bid complies with all the specified requirements. The award, if made, will be made within thirty (30) days after opening of the bids. The City reserves the right to reject any and all bids and to waive any irregularity in the proposal not pertaining to cost. 2-02. Return of Proposal Guaranties. All bid guaranties will be held until the contract has been fully executed, after which they will be returned upon request to the respective bidders whose bids they accompany. 2-03. Execution of Contract. The contract agreement shall be executed in duplicate by the successful bidder and returned, together with the contract bonds, insurance certificates and endorsements, within fifteen (15) days after written notice of the award of the contract. After execution by the City; one copy shall be filed with the City and one copy shall be returned to the Contractor. If the bidder fails or refuses to enter into the contract agreement within the required time, then the bid guaranty accompanying the bid shall be forfeited to the City. SECTION 3. SCOPE AND INTENT OF CONTRACT 3-01. Effect of Inspection and Payments. Neither the inspection by the Engineer or an inspector, nor any order, measurement or approved modification, nor certificate or payment of money, nor acceptance of any part or whole of the work, nor any extension of time, nor any possession by the City or its agents, shall operate as a waiver of any provision of this contract or of any power reserved therein to the City, or of any right to damages thereunder; nor shall any breach of this contract be held to be a waiver of any subsequent breach. All remedies shall be construed as cumulative. 3-02. Effect of Extension of Time. The granting of any extension of time on account of delays which, in the judgement of the City, are avoidable delays shall in no way operate as a waiver on the part of the City of its rights under this contract. 3-03. Extra Work. If extra work orders are given in accordance with provisions of this contract, such work shall be considered a part hereof and shall be subject to each and all of its terms and requirements. 3-04. Assignment of Contract. The contract may be assigned or sublet in whole or in part only upon the written consent of the City acting through its authorized agents. Consent will not be given to any proposed as signment which would relieve the original contractor or its surety of their responsibilities under the contract nor will the Engineer consent to any assignment of a part of the work under the contract. 3-05. Subcontractors. The Contractor shall be as fully responsible for the acts and omissions of his or her subcontractors and of persons either directly or indirectly employed by them, as he or she is for the acts and omissions of persons directly employed by him. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the work to bind subcontractors to the terms of this Contract which are applicable to the work of subcontractors. Nothing contained in this contract shall be construed to create or shall be relied upon to create any contractual relationship between any subcontractor and the City and no action may be brought by any subcontractor against the City based on this contract. 3-06. Interpretation of Special Provisions and Drawings. The Special Provisions and the Contract Drawings are intended to be explanatory of each other. Any work indicated in the Contract Drawings and not in the Special Provisions, or vice versa, is to be executed as if indicated in both. In case of a discrepancy or conflict between the Page 206 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 6 Spec. No. 20-07 Technical Specifications and Contract Plans, the Technical Specifications shall govern. All work shown on the Contract Drawings, the dimensions of which are not figured, shall be accurately followed to the scale to which the drawings are made, but figured dimensions are in all cases to be followed, where given, though they differ from scaled measurements. Large scale drawings shall be followed in preference to small scale drawings. Should it appear that the work to be done, or any of the matters relative thereto, are not sufficiently detailed or explained in these contract documents, including the contract drawings, the Contractor shall apply to the Engineer for such further explanations as may be necessary and shall conform thereto as part of this contrac t, so far as may be consistent with the terms of this contract. In the event of any doubt or questions arising respecting the true meaning of the Special Provisions, reference shall be made to the Engineer and his or her decision thereon shall be final. If the Contractor believes that a clarification or interpretation justifies an increase in the contract price or contract time, the Contractor must comply with the written notice provisions of Sections 9 -05 and 10-07 of these Special Provisions. Contractor’s attention is directed to Section 12-06 of the Technical Specifications regarding the Standard Specifications and Standard Plans. 3-07. Addenda. If it becomes necessary to revise any part of these plans and specifications after they have been released, the City will issue an addendum containing the revision. All addenda will be posted on the City’s website at www.cityofukiah.com/purchasing with the rest of the bid documents. Anyone who intends to submit a bid in response to this Request for Bid must check the website frequently for any posted addenda. Anyone submitting a bid will be deemed to have seen and agreed to be bound by the posted addenda. 3-08. Liability of City Officials. No city official, nor the Engineer, nor any authorized assistant of any of them, shall be personally responsible for any liability arising under this contract. 3-09. Dispute Resolution. Claims of $375,000 or less by the Contractor that arise under this Contract are subject to the mandatory dispute resolutions provisions in Public Contract Code Sections 20104-20104.6. SECTION 4. BONDS 4-01. Faithful Performance Bond. As a part of the execution of this contract, the Contractor shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit, or certificates of deposit, acceptable to the City, conditioned upon the faithful performance of all covenants and stipulations under this contract. The amount of the bond shall be 100 percent of the total contract price, as this sum is set forth in the agreement. 4-02. Material and Labor Bond. As a part of the execution of this contract, the Contractor shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit or certificates of deposit acceptable to the City in a sum not less than 50 percent of the total contract price, as this sum is set forth in the agreement for the payment in full of all persons, companies or corporations who perform labor upon or furnish materials to be used in the work under this contract, in accordance with the provisions of Sections 3247 through 3252 inclusive of the Civil Code of the State of California and any acts amendatory thereof. 4-03. Defective Material and Workmanship Bond. As a condition precedent to the completion of this contract, the Contractor shall furnish a bond of a surety company acceptable to the City in an amount not less than 5 percent (5%) of the final contract price, to hold good for a period of one (1) year after the completion and acceptance of the work, to protect the City against the results of defective materials, workmanship and equipment during that time. This bond shall be delivered to the City before the final payment under this contract will be made. 4-04. Notification of Surety Companies. The surety companies shall familiarize themselves with all of the conditions and provisions of this contract and they waive the right of special notification of any change or modification of this contract or of extension of time, or decreased or increased work, or of the cancellation of the contract, or of any other act or acts by the City or its authorized agents, under the terms of this contract; and failure to so notify the aforesaid surety companies of changes shall in no way relieve the surety companies of their obligation under this contract. Page 207 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 7 Spec. No. 20-07 SECTION 5. INSURANCE REQUIREMENTS FOR CONTRACTORS (WITH CONSTRUCTION RISKS) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his or her agents, representatives, employees or subcontractors. 5-01. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial Liability Coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Course of Construction insurance covering for “all risks” of loss. 5-02. Minimum Limits of Insurance Contractor shall maintain limits no less than: 1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $2,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury and property damage. 4. Course of Construction: Completed value of the project with no co-insurance penalty provisions. 5-03. Deductibles and Self-insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 5-04. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees and volunteers are to be covered as Additional Insured with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy. 2. The workers’ compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City. Page 208 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 8 Spec. No. 20-07 3. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees or volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 5. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of Civil Code. 6. Course of Construction policies shall contain the following provisions: a.) The City shall be named as loss payee. b.) The insurer shall waive all rights of subrogation against the City. 5-05. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than the following: A++ VII A- VIII A+ VII B++ X A VII B+ X 5-06. Verification of Coverage. Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements shall be on forms provided by the City or on other than the City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received within 15 days from written notice of contract award, and the work shall not commence until the certificates and endorsements have been approved by the City. The City reserves the right to require complete certified copies of all required insurance policies, including endorsements affecting the coverage required by these Special Provisions at any time. 5-07. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. SECTION 6. RESPONSIBILITIES AND RIGHTS OF CONTRACTOR 6-01. Legal Address of Contractor. Both the address given in the proposal and the Contractor's office in the vicinity of the work are hereby designated as places to either of which drawings, samples, notices, letters or other articles or communications to the Contractor may be mailed or delivered. The delivery at either of these places of any such thing from the City or its agents to the Contractor shall be deemed sufficient service thereof upon the Contractor and the date of such service shall be the date of such delivery. The address named in the proposal may be changed at any time by notice in writing from the Contractor to the City. Nothing herein contained shall be deemed to preclude or render inoperative the service of any drawing, sample, notice, letter or other article or communication to or upon the Contractor personally. 6-02. Office of Contractor at Site. During the performance of this contract, the Contractor shall maintain a suitable office at the site of the work which shall be the headquarters of a representative authorized to receive drawings and any such thing given to the said representatives or delivered at the Contractor's office at the site of work in his or her absence shall be deemed to have been given to the Contractor. 6-03. Attention to Work. The Contractor shall give his or her personal attention to and shall supervise the work to the end that it shall be prosecuted faithfully and when he or she is not personally present on the work, he or she Page 209 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 9 Spec. No. 20-07 shall at all reasonable times be represented by a competent superintendent or foreman who shall receive and obey all instructions or orders given under this contract and who shall have full authority to execute the same and to supply materials, tools and labor without delay and who shall be the legal representative of the Contractor. The Contractor shall be liable for the faithful observance of any instructions delivered to him or her or to his or her authorized representative. 6-04. Liability of Contractor. The Contractor shall do all of the work and furnish all labor, materials, tools and appliances, except as otherwise herein expressly stipulated, necessary or proper for performing and completing the work herein required in the manner and within the time herein specified. The mention of any specific duty or liability imposed upon the Contractor shall not be construed as a limitation or restriction of any general liability or duty imposed upon the Contractor by this contract, said reference to any specific duty or liability being made herein merely for the purpose of explanation. The right of general supervision by the City shall not make the Contractor an agent of the City and the liability of the Contractor for all damages to persons or to public or private property, arising from the Contractor's execution of the work, shall not be lessened because of such general supervision. Until the completion and final acceptance by the City of all the work under and implied by this contract, the work shall be under the Contractor's responsible care and charge. The Contractor shall rebuild, repair, restore and make good all injuries, damages, re-erections and repairs, occasioned or rendered necessary by causes of any nature whatsoever, excepting only acts of God and none other, to all or any portions of the work, except as otherwise stipulated. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless the City and its officers, directors, agents and employees from and against all claims, damages, losses and expenses including but not limited to attorneys' fees, costs of suit, expert witness fees and expenses and fees and costs of any necessary private investigators arising out of or resulting from the performance of the work, p rovided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, other than the work itself, including the loss of use resulting therefrom and (2) is caused in whole or in part by any act or omission of the Contractor, any subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder, or by the negligence or omission of a party indemnified herein. In any and all claims against the City or any of its agents or employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts. The obligation to indemnify shall extend to and include acts of the indemnified party which may be negligent or omissions which may cause negligence. The City shall have the right to estimate the amount of such damage and to cause the City to pay the same and the amount so paid for such damage shall be deducted from the money due the Contractor under this contract; or the whole or so much of the money due or to become due the Contractor under this contract as may be considered necessary by the City, shall be retained by the City until such suits or claims for damages shall have been settled or otherwise disposed of and satisfactory evidence to that effect furnished to the City. 6-05. Protection of Persons and Property. The Contractor shall furnish such watchman, guards, fences, warning signs, walks and lights as shall be necessary and shall take all other necessary precautions to prevent damage or injury to persons or property. All property line fences and improvements in the vicinity of the work shall be protected by the Contractor and, if they are injured or destroyed, they and any other property injured by the Contractor, his or her employees or agents, shall be restored to a condition as good as when he or she entered upon the work. 6-06. Protection of City Against Patent Claims. All fees, royalties or claims for any patented invention, article or method that may be used upon or in any manner connected with the work under this contract shall be included in the price bid for the work and the Contractor and his or her sureties shall protect and hold the City, together with all of its officers, agents, servants and employees, harmless against any and all demands made for such fees or Page 210 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 10 Spec. No. 20-07 claims brought or made on account of this contract. The Contractor shall, if requested by the Engineer, furnish acceptable proof of a proper release from all such fees or classes. Should the Contractor, his or her agents, servants or employees, or any of them be enjoined from furnishing or using any invention, article, material or appliance supplied or required to be supplied or used under this contract, the Contractor shall promptly substitute other articles, materials or appliance, in lieu thereof, of equal efficiency, quality, finish, suitability and market value and satisfactory in all respects to the Engineer. Or, in the event that the Engineer elects, in lieu of such substitution, to have supplied and to retain and use, any such invention, article, material or appliance, as may by this contract be required to be supplied, in that event the Contractor shall pay such royalties and secure such valid licenses as may be requisite and necessary for the City, its officers, agents, servants and employees, or any of them, to use such invention, article, material or appliance without being disturbed or in any way interfered with by any proceeding in law or equity on account thereof. Should the Contractor neglect or refuse to make the substitution promptly, or to pay such royalties and secure such licenses as may be necessary, then in that event the Engineer shall have the right to make such substitution, or the City may pay such royalties and secure such licenses and charge the cost thereof against any money due to the Contractor from the City or recover the amount thereof from him or her and his or her sureties notwithstanding final payment under this contract may have been made. 6-07. Protection of Contractor's Work Pro perty. The Contractor shall protect his or her work, supplies and materials from damage due to the nature of the work, the action of the elements, trespassers, or any cause whatsoever under his or her control, until the completion and acceptance of the work. Neither the City nor any of its agents assumes any responsibility for collecting indemnity from any person or persons causing damage to the work of the Contractor. 6-08. Regulations and Permits. The Contractor shall secure and pay for all permits, give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the work as drawn and specified. If the Contractor observes that the Plans and Special Provisions are at variance therewith, he or she shall promptly notify the Engineer in writing and any necessary changes shall be adjusted as provided in the contract for changes in the work. The contractor and any subcontractors shall each secure and maintain a valid City of Ukiah Business License. The City of Ukiah will issue a no fee encroachment permit to the Contractor allowing him or her to perform work within City right of way or within City property after the Contract Documents have been executed and insurance certificates and endorsements have been approved by the City. 6-09. Construction Utilities. The Contractor shall be responsible for providing for and in behalf of his or her work under this contract, all necessary utilities, such as special connection to water supply, telephones, power lines, fences, roads, watchmen, suitable storage places, etc. 6-10. Approval of Contractor's Plans. The approval by the Engineer of any drawing or any method of work proposed by the Contractor in accordance with paragraph 8-06 shall not relieve the Contractor of any of his or her responsibility for his or her errors therein and shall not be regarded as any assumption of risk or liability by the City or any officer or employee thereof and the Contractor shall have no claim under this contract on account of the failure or partial failure or inefficiency of any plan or method so approved. Such approval shall be considered to mean merely that the Engineer has no objection to the Contractor's using, upon his or her own full responsibility the plan or method approved. 6-11. Suggestions to the Contractor. Any plan or method of work suggested by the Engineer to the Contractor, but not specified or required, if adopted or followed by the Contractor in whole or in part, shall be used at the risk and responsibility of the Contractor; and the Engineer and the City shall assume no responsibility thereof. 6-12. Termination of Unsatisfactory Subcontracts. Should any subcontractor fail to perform in a satisfactory manner the work undertaken by him, such subcontract shall be terminated imm ediately by the Contractor upon notice from the Engineer. 6-13. Preservation of Stakes and Marks. The Contractor shall preserve carefully bench marks, reference points and stakes and in case of destruction he or she shall replace his or her stakes, reference points and bench marks and shall be responsible for any mistakes that may be caused by their unnecessary loss or disturbance. Contractor’s attention is directed to Section 7-03 of these Special Provisions. Page 211 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 11 Spec. No. 20-07 6-14. Assistance to Engineer. At the request of the Engineer the Contractor shall provide men from his or her force and tools, stakes and other materials to assist the Engineer temporarily in making measurements and surveys and in establishing temporary or permanent reference marks. Payment for such materials and assistance will be made as provided for under the caption "Extra Work," provided, however, that the cost of setting stakes and marks carelessly lost or destroyed by the Contractor's employees will be assessed to the Contractor. 6-15. Removal of Condemned Materials and Structures. The Contractor shall remove from the site of the work, without delay, all rejected and condemned materials or structures of any kind brought to or incorporated in the work and upon his or her failure to do so, or to make satisfactory progress in so doing, within forty-eight (48) hours after the service of a written notice from the Engineer, the condemned material or work may be removed by the City and the cost of such removal shall be taken out of the money that may be due or may become due the Contractor on account of or by virtue of this contract. No such rejected or condemned material shall again be offered for use by the Contractor under this Contract. 6-16. Proof of Compliance with Contract. In order that the Engineer may determine whether the Contractor has complied with the requirements of this contract, not readily enforceable through inspection and tests of the work and materials, the Contractor shall, at any time when requested, submit to the Engineer properly authenticated documents or other satisfactory proofs as to his or her compliance with such requirements. 6-17. Errors and Omissions. If the Contractor, in the course of the work, finds any errors or omissions in plans or in the layout as given by survey points and instruction, or if he or she finds any discrepancy between the plans and the physical conditions of the locality, he or she shall immediately inform the Engineer, in writing and the Engineer shall promptly verify the same. Any work done after such discovery, until authorized, will be done at the Contractor's risk. 6-18. Cooperation. The Contractor shall cooperate with all other contractors who may be performing work in behalf of the City and workmen who may be employed by the City on any work in the vicinity of the work to be done under this contract with the work of such contractors or workmen. he or she shall make good promptly, at his or her own expense, any injury or damage that may be sustained by other contractors or employees of the City at his or her hands. Any difference or conflict which may arise between the Contractor and other contractors, or between the contractor and workmen of the City in regard to their work shall be adjusted and determined by the Engineer. If the work of the Contractor is delayed because of any acts or omissions of any other contractor or of the City, the Contractor shall on that account have no claim against the City other than for an extension of time. 6-19. Right of Contractor to Stop Work. Under the following conditions the Contractor shall have the right, if he or she so desires, to stop the work and terminate the contract upon ten (10) days written notice to the Engineer and recover from the City payment for all work actually performed and for all satisfactory materials actually delivered to the site of the work for permanent incorporation therein, all as may be shown by the estimate of the Engineer. (1) If the work is stopped under an order of any court or other competent public authority for a period of time of three (3) months through no act or fault of the Contractor or of anyone employed by him. (2) If the Engineer fails to issue the monthly certificate for payment in accordance with the terms of this contract. (3) If the City fails to pay the Contractor within sixty (60) days after it shall have become due, as provided by the terms of this contract, any sum certified by the Engineer or awarded by the City. All provided that if such action to terminate the contract be not instituted by the Contractor within ten (10) days after the alleged existence of such condition and if written notice of such action be not at that time delivered to the City and the Engineer, then such right shall lapse until another occasion arises according to this section. 6-20. Hiring and Dismissal of Employees. The Contractor shall employ only such foremen, mechanics and laborers as are competent and skilled in their respective lines of work and whenever the Engineer shall notify the Contractor that any person on the work is, in his or her opinion, incompetent, unfaithful, intemperate or disorderly, or refuses to carry out the provisions of this contract, or uses threatening or abusive language to any person on the work representing the City, or is otherwise unsatisfactory, such person shall be discharged im mediately from the work and shall not be re-employed upon it except with the consent of the Engineer. Page 212 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 12 Spec. No. 20-07 6-21. Wage Rates. 1. Contractor shall pay all mechanics and laborers employed or working upon the site of the work unconditionally and without subsequent deductions or rebate on any account the full amounts due at the time of payment at wage rates not less than those contained in the applicable prevailing wage determination, regardless of any contractual relationship which may be alleged to exist between the Contractor and subcontractors and such laborers and mechanics. 2. Contractor shall comply with the California Labor Code Section 1775. In accordance with said Section 1775, Contractor shall forfeit as a penalty to the Owner, $50.00 (or the higher minimum penalty as provided in Section 1775(B)(ii) – (iii)) for each calendar day or portion thereof, for each workman paid less than the stipulated prevailing rates for such work or craft in which such workman is employed for any work done under the Contract by him or her or by any subcontractor under him or her in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each workman for each calendar day or portion thereof for which each workman was paid less than the stipulated prevailing wage rate shall be paid to each workman by the Contractor. 3. Pursuant to the provision of Section 1770 of the Labor Code of the State of California, Owner has ascertained the general prevailing rate of wages (which rate includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to the work to be done, for straight time work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of workme n concerned. Copies of the General Prevailing Wage Determination are available on the Internet at web address: http://www.dir.ca.gov/DLSR/PWD The Contractor shall post the wage determination at the site of work in a prominent place where it can easily be seen by the workers. 4. City will not recognize any claim for additional compensation because the Contractor has paid any rate in excess of the prevailing wage rate obtained by the Contractor. The possibility of wage increases is one of the elements to be considered by the Contractor in determining his or her bid and will not in any circumstances be considered as the basis for a claim against the City. 5. The Labor Commissioner through the Division of Labor Standards Enforcement (DLSE) may at any time require contractors and subcontractors to furnish electronic certified payroll records directly to DLSE. Commencing with contracts awarded or after April 1, 2015, all contractors and subcontractors must furnish electronic certified payroll records directly to the DLSE. 6. Travel and Subsistence Payments. Contractor shall make travel and subsistence payments to each workman needed to execute the work in accordance with the requirements in Section 1773.8 of the Labor Code (Chapter 880, Statutes of 1968). 7. Apprentices. Attention is directed to the provisions in Sections 1777.5 (Chapter 1411, Statutes of 1968) and 1777.6 of the California Labor Code concerning the employment of apprentices by the Contractor or any subcontractor under him. Contractor and any subcontractor under him or her shall comply with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 6-22. Cleaning Up. The Contractor shall not allow the site of the work to become littered with trash and waste material, but shall maintain the same in a neat and orderly condition throughout the construction period. The Engineer shall have the right to determine what is or is not waste material or rubbish and the place and manner of disposal. Page 213 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 13 Spec. No. 20-07 On or before the completion of the work, the Contractor shall without charge therefore carefully clean out all pits, pipes, chambers or conduits and shall tear down and remove all temporary structures built by him or her and shall remove rubbish of all kind from any of the grounds which he or she has occupied and leave them in first class condition. 6-23. Guaranty. All work shall be guaranteed for a period of one year from the date of acceptance by the City. The Contractor shall promptly make all needed repairs arising out of defective materials, workmanship and equipment. The City is hereby authorized to make such repairs if within ten days after the mailing of a notice in writing to the Contractor or his or her agent, the Contractor shall neglect to make or undertake with due diligence the aforesaid repairs, provided, however, that in case of an emergency where, in the opinion of the City delay would cause serious loss or damage, repairs may be made without notice being sent to the Contractor and the Contractor shall pay the costs thereof. Pursuant to the provisions of Section 4-03 of these Special Provisions, the Contractor shall furnish a Defective Material and Workmanship Bond in an amount not less than 5 percent of the final contract price, wh ich shall be effective for a period of one (1) year after the completion and acceptance of the work. SECTION 7. RESPONSIBILITIES AND RIGHTS OF CITY 7-01. Authority of the Engineer. All work done under this contract shall be done in a workmanlike manner and shall be performed to the reasonable satisfaction of the Engineer, who shall have general supervision of all work included hereunder. To prevent disputes and litigation, the Engineer (1) shall in all cases determine the amount, quality, acceptability and fitness of the several kinds of work and materials which are to be paid for under this contract, (2) shall decide all questions relative to the true construction, meaning and intent of the Special Provisions and Drawings, (3) shall decide all questions which may arise relative to the classifications and measurements of quantities and materials and the fulfillment of this contract and (4) shall have the power to reject or condemn all work or material which does not conform to the terms of this contract. his or her estimate and decision in all matters shall be a condition precedent to an appeal for arbitration, or the right of the Contractor to receive, demand, or claim any money or other compensation under this agreement and a condition precedent to any liability on the part of the City to the Contractor on account of this contract. Whenever the Engineer shall be unable to act, in consequence of absence or other cause, then such engineer as the Engineer or the City shall designate, shall perform any and all of the duties and be vested with any or all of the powers herein given to the Engineer. 7-02. Inspection. The City will provide engineering personnel for the inspection of the work. The Engineer and his or her representatives shall at all times have access to the work whenever it is in preparation or progress and the Contractor shall provide proper facilities for such access and inspection. If the Special Provisions, the Engineer's instruction, laws, ordinances, or any public authority require any work to be specially tested or approved, the Contractor shall give the Engineer timely notice of its readiness for inspection and, if the inspection is by an authority other than the Engineer, of the date fixed for such inspection. Inspections by the Engineer shall be promptly made at the source of supply where practicable. If any work shall be covered up without approval or consent of the Engineer, it must, if required by the Engineer, be uncovered for examination and properly restored at the Contractor's expense. Re-examination of any work may be ordered by the Engineer and, if so ordered, the work must be uncovered by the Contractor. If such work is found to be in accordance with the contract documents, the City shall pay the cost of re- examination and replacement. If such work is not in accordance with the contract documents, the Contractor shall pay such cost. Properly authorized and accredited inspectors shall be considered to be the representatives of the City limited to the duties and powers entrusted to them. It will be their duty to inspect materials and workmanship of those portions of the work to which they are assigned, either individually or collectively, under instructions of the Engineer and to report any and all deviations from the Drawings, Special Provisions and other contract provisions which may come to their notice. Any inspector may be considered to have the right to order the work entrusted to his or her supervision stopped, if in his or her opinion such action becomes necessary, until the Engineer is notified and has determined and ordered that the work may proceed in due fulfillment of all contract requirements. Page 214 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 14 Spec. No. 20-07 7-03. Surveys. Contractor shall furnish all land surveys, establish all base lines and bench marks and make sufficient detailed surveys needed for working points, lines and elevations. The Contractor shall develop all slope stakes and batter boards. Contractor shall also develop all additional working points, lines and elevations as he or she may desire to facilitate his or her methods and sequence of construction. 7-04. Rights-of-Way. The City will provide all necessary rights-of-way and easements in or beneath which work will be performed by the Contractor under this contract. 7-05. Retention of Imperfect Work. If any portion of the work done or material furnished under this contract shall prove defective and not in accordance with the Plans and Special Provisions, and if the imperfection in the same shall not be of sufficient magnitude or importance to make the work dangerous or undesirable, the Engineer shall have the right and authority to retain such work instead of requiring the imperfect work to be removed and reconstructed, but he or she shall make such deductions therefor in the payments due or to become due the Contractor as may be just and reasonable. 7-06. Changes in the Work. The Engineer shall have the right, in writing, to order additions to, omissions from, or corrections, alterations and modifications in the line, grade, form, dimensions, plan, or kind or amount of work or materials herein contemplated, or any part thereof, either before or after the beginning of construction. However, the arithmetical sum of the cost to the City of additions and subtractions from the work under this contract shall not exceed 10 percent of original contract amount or $5,000, whichever is the greater, unless based upon a supplementary agreement to be made therefore. The order of such additions, omissions, corrections, alterations and modifications shall be in writing and signed by the Engineer and, in order, shall then be binding upon the Contractor. The Contractor shall proceed with the work as changed and the value of such change shall be determined as provided for in section 10-07 of these Special Provisions. Such alterations shall in no way affect, vitiate, or make void this contract or any part thereof, except that which is necessarily affected by such alterations and is clearly the evident intention of the parties to this contract. 7-07. Additional Drawings by City. The drawings made a part of this contract at the time of its execution are intended to be fairly comprehensive and to indicate in more or less detail the scope of the work. In addition to these drawings, however, the Engineer shall furnish such additional drawings from time to time during the progress of the work as are necessary to make clear or to define in greater detail the intent of the Special Provisions and the contract drawings and the Contractor shall make his or her work conform to all such drawings. 7-08. Additional and Emergency Protection. Whenever, in the opinion of the Engineer, the Contractor has not taken sufficient precautions for the safety of the public or the protection of the works to be constructed under this contract, or of adjacent structures or property which may be injured by the processes of construction on account of such neglect and whenever, in the opinion of the Engineer, an emergency shall arise and immediate action shall be considered necessary in order to protect public or private, personal or property interest, then and in that event, the Engineer, with or without notice to the Contractor may provide suitable protection to the said interests by causing such work to be done and such material to be furnished as shall provide such protection as the Engineer may consider necessary and adequate. The cost and expense of such work and material so furnished shall be borne by the Contractor and, if the same shall not be paid on presentation of the bills therefor, then such costs shall be deducted from any amounts due or to become due the Contractor. The performance of such emergency work under the direction of the Engineer shall in no way relieve the Contractor from any damages which may occur during or after such precaution has been taken by the Engineer. 7-09. Suspension of Work. The City may at any time suspend the work or any part thereof by giving five (5) days written notice to the Contractor. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor so to do. The City shall reimburse the Contractor for expense incurred by the Contractor in connection with the work under this contract as a result of such suspension. If the work, or any part thereof, shall be stopped by the notice in writing aforesaid and if the City does not give notice in writing to the Contractor to resume work at a date within ten (10) days of the date fixed in the written notice Page 215 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 15 Spec. No. 20-07 to suspend, then the Contractor may abandon that portion of the work so suspended and he or she will be entitled to the estimates and payments for all work done on the portions so abandoned, if any, plus 5 percent of the value of the work so abandoned, to compensate for loss of overhead, plant expense and anticipated profit. 7-10. Right of City to Terminate Contract. If the Contractor should be adjudged a bankrupt, or if he or she should make a general assignment for the benefit of his or her creditors, or if a receiver should be appointed on account of his or her insolvency, or if he or she should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to supply sufficient properly skilled workmen or proper materials, or if he or she should fail to make prompt payments to subcontractors or for material or labor, or persistently disregard laws, ordinances or the instructions of the Engineer, or otherwise be guilty of a substantial violation of any provision of the contract, then the City, upon the certificate of the Engineer that sufficient cause exists to justify such action, may, without prejudice to any other right or remedy and after giving the Contractor seven days written notice, terminate the employment of the Contractor and take possession of the premises and of all materials, tools and appliances and finish the work by whatever method the City may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the contract price shall exceed the expense of finishing the work, including compensation for additional managerial and administrative services, such excess shall be paid to the Contractor. If such expense shall exceed such unpaid balance, the Contractor shall pay the difference to the City. The expense incurred by the City as herein provided and the damage incurred through the Contractor's default, shall be certified by the Engineer. 7-11. Use of Completed Portions. The City shall have the right to take possession of and use any completed or partially completed portions of the work, notwithstanding the time for completing the entire work or such portions which may not have expired; but such taking possession and using shall not be deemed an acceptance of any work not completed in accordance with the contract documents. If such prior use increases the cost of or delays the work, the Contractor shall be entitled to such extra compensation, or extension of time or both, as the Engineer may determine. SECTION 8. WORKMANSHIP, MATERIALS and EQUIPMENT 8-01. General Quality. Materials and equipment shall be new and of a quality equal to that specified or approved. Work shall be done and completed in a thorough and workmanlike manner. 8-02. Quality in Absence of Detailed Specifications. Whenever under this contract it is provided that the Contractor shall furnish materials or manufactured articles or shall do work for which no detailed specifications are set forth, the materials or manufactured articles shall be of the best grade in quality and workmanship obtainable in the market from firms of established good reputation, or, if not ordinarily carried in stock, shall conform to the usual standards for first-class materials or articles of the kind required, with due consideration of the use to which they are to be put. In general, the work performed shall be in full conformity and harmony with the intent to secure the best standard of construction and equipment of the work as a whole or in part. 8-03. Materials and Equipment Specified by Name. Whenever any material or equipment is indicated or specified by patent or proprietary name or by the name of the manufacturer, such specification shall be considered as used for the purpose of describing the material or equipment desired and shall be considered as followed by the words "or approved equal". The Contractor may offer any material or equipment which shall be equal in every respect to that specified, provided that written approval first is obtained from the Engineer. 8-04. Source of Materials. Price, fitness and quality being equal, preference shall be given by the Contractor for supplies grown, manufactured or produced in the State of California and, next, for such products partially produced in this State in accordance with Government Code Section 4332. 8-05. Storage of Materials. Materials shall be so stored to ensure the preservation of their quality and fitness for the work. They shall be so located and disposed that prompt and proper inspection thereof may be made. 8-06. Drawings, Samples and Tests. As soon as possible after execution of the contract, the Contractor shall submit to the Engineer, in quintuplicate, sufficient information including, if necessary, assembly and detail drawings to demonstrate fully that the equipment and materials to be furnished comply with the provisions and intent of these Special Provisions and Drawings. If the information thus submitted indicates the equipment or materials is acceptable, the Engineer will return one copy stamped with his or her approval; otherwise, one copy will be returned Page 216 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 16 Spec. No. 20-07 with an explanation of why the equipment or material is unsatisfactory. The Contractor shall have no claims for damages or for extension of time on account of any delay due to the revision of drawings or rejection of material. Fabrication or other work performed in advance of approval shall be done entirely at the Contractor's risk. After approval of equipment or material, the Contractor shall not deviate in any way from the design and specifications given without the written consent of the Engineer. When requested by the Engineer, a sample or test specimens of the materials to be used or offered for use in connection with the work shall be prepared at the expense of the Contractor and furnished by him or her in such quantities and sizes as may be required for proper examination and tests, with all freight charges prepaid and with information as to their sources. All samples shall be submitted before shipment and in ample time to permit the making of proper tests, analyses, or examination before the time at which it is desired to incorporate the material into the work. All tests of materials furnished by the Contractor shall be made by the Engineer. Samples shall be secured and tested whenever necessary to determine the quality of the material. SECTION 9. PROSECUTION OF WORK 9-01. Equipment and Methods. The work under this contract shall be prosecuted with all materials, tools, machinery, apparatus and labor and by such methods as are necessary to the complete execution of everything described, shown, or reasonably implied. If at any time before the beginning or during the progress of the work, any part of the Contractor's plant or equipment, or any of his or her methods of execution of the work, appear to the Engineer to be unsafe, inefficient, or inadequate to insure the required quality or the rate of progress of the work, he or she may order the Contractor to increase or improve his or her facilities or methods and the Contractor shall comply promptly with such orders; but, neither compliance with such orders nor failure of the Engineer to issue such orders shall relieve the Contractor from his or her obligation to secure the degree of safety, the quality of the work and the rate of progress required of the Contractor. The Contractor alone shall be responsible for the safety, adequacy and efficiency of his or her plant, equipment and methods. 9-02. Time of Completion. The Contractor shall promptly begin the work under this contract and shall complete and make ready for full use all portions of the project made the subject of this contract within the time set forth in the agreement bound herewith. 9-03. Avoidable Delays. Avoidable delays in the prosecution or completion of the work shall include all delays which might have been avoided by the exercise of care, prudence, foresight and diligence on the part of the Contractor. The City will consider as avoidable delays within the meaning of this contract (1) delays in the prosecution of parts of the work, which may in themselves be unavoidable, but do not necessarily prevent or delay the prosecution of other parts of the work nor the completion of the whole work within the time herein specified, (2) reasonable loss of time resulting from the necessity of submitting plans to the Engineer for approval and from the making of surveys, measurements, inspections, and testing and (3) such interruptions as may occur in the prosecution of the work on account of the reasonable interference of other contractors employed by the City which do not necessarily prevent the completion of the whole work within the time herein specified. 9-04. Unavoidable Delays. Unavoidable delays in the prosecution or completion of the work under this contract shall include all delays which may result, through cause beyond the control of the Contractor and which he or she could not have provided against by the exercise of care, prudence, foresight and diligence. Orders issued by the City changing the amount of work to be done, the quantity of material to be furnished or the manner in which the work is to be prosecuted and unforeseen delays in the completion of the work of other contractors under contract with the City will be considered unavoidable delays, so far as they necessarily interfere with the Contractor's completion of the whole of the work. Delays due to normally adverse weather conditions will not be regarded as unavoidable delays. However, truly abnormal amounts of rainfall, temperatures or other weather conditions for the location of the work and time of year may be considered as unavoidable delays if those conditions necessarily cause a delay in the completion of the work. 9-05. Notice of Delays. Whenever the Contractor foresees any delay in the prosecution of the work and, in any event, immediately upon the occurrence of any delay which the contractor regards as an unavoidable delay, he or she shall notify the Engineer in writing of the probability of the occurrence of such delay and its cause, in order that the Engineer may take immediate steps to prevent, if possible, the occurrence or continuance of the delay, or, if this Page 217 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 17 Spec. No. 20-07 cannot be done, may determine whether the delay is to be considered avoidable or unavoidable, how long it continues and to what extent the prosecution and completion of the work are to be delayed thereby. 9-06. Extension of Time. Should any delays occur which the Engineer may consider unavoidable, as herein defined, the Contractor shall, pursuant to his or her application, be allowed an extension of time proportional to said delay or delays, beyond the time herein set forth, in which to complete this contract; and liquidated damages for delay shall not be charged against the Contractor by the City during an extension of time granted because of unavoidable delay or delays. Any claim by Contractor for a time extension based on unavoidable delays shall be based on written notice delivered to the Engineer within 15 days of the occurrence of the event giving rise to the claim. Failure to file said written notice within the time specified shall constitute a waiver of said claim. Notice of the full extent of the claim and all supporting data must be delivered to the Engineer within 45 days of the occurrence unless the Enginee r specifies in writing a longer period. All claims for a time extension must be approved by the Engineer and incorporated into a written change order. 9-07. Unfavorable Weather and Other Conditions. During unfavorable weather and other conditions, the Contractor shall pursue only such portions of the work as shall not be damaged thereby. No portions of the work whose satisfactory quality or efficiency will be affected by any unfavorable conditions shall be constructed while these conditions remain, unless, by special means or precautions approved by the Engineer, the Contractor shall be able to overcome them. The Contractor shall be granted a time extension of one day for each unfavorable weather day which prevents him or her from placing concrete forms or placing and finishing concrete or asphalt concrete. Such unfavorable weather day is defined as a rain day where precipitation prevents the contractor from performing the work more than four (4) continuous hours within the authorized work period or a tem perature day where the ambient temperature is below that specified for the placement of materials associated with the controlling work item for more than four (4) continuous work hours of the authorized work period. 9-08. Saturday, Sunday, Holiday and Night Work. No work shall be done between the hours of 6 p.m. and 7 a.m., nor on Saturdays, Sundays or legal holidays except such work as is necessary for the proper care and protection of work already performed, or except in cases of absolute necessity and in any case only with the permission of the Engineer. It is understood, however, that night work may be established as a regular procedure by the Contractor if he or she first obtains the written permission of the Engineer and that such permission may be revoked at any time by the Engineer if the Contractor fails to maintain at night adequate force and equipment for reasonable prosecution and to justify inspection of the work. 9-09. Hours of Labor. Eight (8) hours of labor shall constitute a legal day's work and the Contractor or any subcontractor shall not require or permit more than eight hours of labor in a day from any person employed by him or her in the performance of the work under this contract, unless paying compensation for all hours worked i n excess of eight (8) hours per day at not less than 1½ times the basic rate of pay. The Contractor shall forfeit to the City, as a penalty, the sum of twenty-five dollars ($25.00) for each workman employed in the execution of the contract by him or her or by any subcontractor, for each calendar day during which such laborer, workman, or mechanic is required or permitted to labor more than eight hours in violation of the provisions of Section 1810 to 1816, inclusive, (Article 3, Chapter 1, Part 7, Division 2) of the Labor Code of the State of California and any acts amendatory thereof. SECTION 10. PAYMENT 10-01. Certification by Engineer. All payments under this contract shall be made upon the presentation of certificates in writing from the Engineer and shall show that the work covered by the payments has been done and the payments thereof are due in accordance with this contract. 10-02. Progress Estimates and Payment. The Engineer shall, within the first seven (7) days of each month, make an estimate of the value of the work performed in accordance with this contract during the previous calendar month. Page 218 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 18 Spec. No. 20-07 The first estimate shall be of the value of the work satisfactorily completed in place and meeting the requirements of the contract. And every subsequent estimate, except the final estimate, shall be of the value of the work satisfactorily completed in place since the last preceding estimate was made; provided, however, that should the Contractor fail to adhere to the program of completion fixed in this contract, the Engineer shall deduct from the next and all subsequent estimates the full calculated accruing amount of the liquidated damages to the date of said estimate, until such time as the compliance with the program has been restored. The estimate shall be signed by the Engineer and, after approval, the City shall pay or cause to be paid to the Contractor in the manner provided by law, an amount equal to 95 percent of the estimated value of the work satisfactorily performed and complete in place. 10-03. Substitution of Securities. 1. At such times that Pubic Contract Code Section 22300 is in effect Contractor may propose the substitution of securities of at least equal market value for any moneys to be withheld to ensure performance under the Contract. Market value shall be determined as of the day prior to the date such substitution is to take place. Such substitution shall be made at the request and expense of the Contractor. The securities shall be one or more of the following types: (a) Bonds or interest-bearing notes or obligations of the United States, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (b) Bonds or interest-bearing notes on obligations that are guaranteed as to principal and interest by a federal agency of the United States. (c) Bonds of the State of California, or those for which the faith and credit of the State of California are pledged for the payment of principal and interest. (d) Bonds or warrants, including, but not limited to, revenue warrants, of any county, city, metropolitan water district, California water district, California water storage district, irrigation district in the State of California, municipal utility district, or school district of the State of California, which are rated by Moody's or Standard and Poor as A or better. (e) Bonds, consolidated bonds, collateral trust debentures, consolidated debentures, or other obligations issued by federal land banks or federal intermediate credit banks established under the Federal Farm Loan Act, as amended; debentures and consolidated debentures issued by the Central Bank for Cooperatives and banks for cooperatives established under the Farm Credit Act of 1933, as amended; bonds, or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act; and stock, bonds, debentures and other obligations of the Federal National Mortgage Association established under the National Housing Act as amended and bonds of any Federal Home Loan Mortgage Corporation. (f) Commercial paper of "prime" quality as defined by a nationally recognized organization which rates such securities. Eligible paper is further limited to issuing corporations: (1) organized and operating within the United States; (2) having total assets in excess of five hundred million dollars ($500,000,000); and (3) approved by the Pooled Money Investment Board of the State of California. Purchases of eligible commercial paper may not exceed 180 days' maturity, nor represent more than 10 percent of the outstanding paper of an issuing corporation. (g) Bills of exchange or time drafts on and accepted by a commercial bank, otherwise known as bankers acceptances, which are eligible for purchase by the Federal Reserve System. (h) Certificates of deposits issued by a nationally or state-chartered bank or savings and loan association. (i) The portion of bank loans and obligations guaranteed by the United States Small Business Administration or the United States Farmers Home Administration. (j) Student loan notes insured under the Guaranteed Student Loan Program established pursuant to the Higher Education Act of 1965, as amended (20 U.S.C. 1001, et seq.) and eligible for resale to the Student Page 219 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 19 Spec. No. 20-07 Loan Marketing Association established pursuant to Section 133 of the Education Amendments of 1972, as amended (20 U.S.C. 1087-2). (k) Obligations issued, assumed or guaranteed by International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, or the Government Development Bank of Puerto Rico. (l) Bonds, debentures and notes issued by corporations organized and operating within the United States. Such securities eligible for substitution shall be within the top three ratings of a nationally recognized rating service. 2. The securities shall be deposited with City or with any commercial bank as escrow agent, who shall arrange for transfer of such securities to the Contractor upon satisfactory completion of the contrac t. Any interest accrued or paid on such securities shall belong to the Contractor and shall be paid upon satisfactory completion of the contract. The market value of the securities deposited shall at all times be maintained in an amount at least equal, in the sole judgment of City, to the moneys to be withheld pursuant to the Contract Documents to ensure performance of the Contract. In order to comply with this condition, Contractor shall deposit additional securities as necessary upon request by City or the escrow agent. 3. Upon acceptance of any Proposal that includes substituting securities for amounts withheld to ensure performance, a separate escrow agreement satisfactory in form and substance to City shall be prepared and executed by City, the Contractor and the escrow agent, which may be City. The escrow agreement shall specify, among other matters, value of securities to be deposited; procedures for valuing the securities and for adding or withdrawing securities to maintain the market value of the deposited securities at least equal to the amount of moneys which would otherwise be withheld; the terms and conditions of conversion to cash in case of the default by the Contractor; and terms, conditions and procedure for termination of the escrow. City shall have no obligation to enter any such Agreement that does not provide the City with the unilateral right to convert securities to cash and to gain immediate possession of the cash. 10-04. Acceptance. The work must be accepted by vote of the City Council of the City of Ukiah when the whole shall have been completed satisfactorily. The Contractor shall notify the Engineer, in writing, of the completion of the work, whereupon the Engineer shall promptly, by personal inspection, satisfy himself as to the actual completion of the work in accordance with the terms of the contract and shall thereupon recommend acceptance by the City Council. 10-05. Final Estimate and Payment. The Engineer shall, as soon as practicable after the final acceptance of the work done under this contract, make a final estimate of the amount of work done thereunder and the value thereof. Such final estimate shall be signed by the Engineer, and after approval, the City shall pay or cause to be paid to the Contractor, in the manner provided by law, the entire sum so found to be due hereunder, after deducting therefrom all previous payments and such other lawful amounts as the terms of this contract prescribe. In no case will final payment be made in less than thirty-five (35) days after the filing of the notice of completion with the County Recorder. 10-06. Delay Payments. Should any payment due the Contractor or any estimate be delayed, through fault of the City beyond the time stipulated, such delay shall not constitute a breach of contract or be the basis for a claim for damages, but the City shall pay the Contractor interest on the amount of the payment at the rate of 6 percent per annum for the period of such delay. The terms for which interest will be paid shall be reckoned, in the case of any monthly or progress payment, from the twentieth day of the month next succeeding the month in which the work was performed to the date of payment of the estimate; and in the case of the final estimate, from the forty-fifth day after acceptance to the date of payment of the final estimate. The date of payment of any estimate shall be considered the day on which the payment is offered or mailed as evidenced by the records of the Treasurer of the City. If interest shall become due on any delayed payment, the amount thereof, as determined by the City, shall be added to a succeeding payment. If the interest shall become due on the final payment, it shall be paid on a supplementary voucher to interest or any sum or sums which, by the terms of this contract, the City is authorized to reserve or retain. Page 220 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 20 Spec. No. 20-07 10-07. Extra Work and Work Omitted. Whenever corrections, alterations, or modifications of the work under this contract ordered by the Engineer and approved by the City increase the amount of work to be done, such added work shall be known as "extra work"; and when such corrections, alterations, or modifications decrease the amount of work to be done, such subtracted work shall be known as "work omitted". When the Contractor considers that any changes ordered involve extra work, he or she shall immediately notify the Engineer in writing and subsequently keep him or her informed as to when and where extra work is to be performed and shall make claim for compensation therefor each month not later than the first day of the month following that in which the work claimed to be extra work was performed and he or she shall submit a daily complete statement of materials and labor used and expenses incurred on account of extra work performed, showing allocation of all materials, labor and expenses. All such claims shall state the date of the Engineer's written order and the date of approval by the City authorizing the work on account of which claim is made. Unless such notification is made in writing within the time specified and unless complete statements of materials used and expenses incurred on account of such extra work are furnished as above required, the Contractor shall not be entitled to payment on account of extra work and Contractor shall be deemed to have waived the right to make any future claims for compensation for such extra work. When changes decrease the amount of work to be done, they shall not constitute a claim for damages on account of anticipated profits on the work that may be omitted. 10-08. Compensation for Extra Work or Work Omitted. Whenever corrections, additions, or modifications in the work under this contract change the amount of work to be done or the amount of compensation due the Contractor, excepting increases or decreases in contract items having unit contract prices for each measurable quantity installed in place, and such changes have been ordered in writing by the Engineer and approved by the City prior to the Contractor performing the extra work, then a price may be agreed upon. Failing such an agreement in price, the Contractor shall be compensated for performing extra work pursuant to the provisions of Section 4- 1.03 D,"Extra Work", and Section 9-1.03,"Force Account Payment" of the Standard Specifications. This method of determining the price of work shall not apply to the performance of any work which is required or reasonably implied to be performed or furnished under this contract. 10-09. Compensation to the City for Extension of Time. In case the work called for under this contract is not completed within the time limit stipulated herein, the City shall have the right as provided hereinabove, to extend the time of completion thereof. If the time limit be so extended, the City shall have the right to charge to the Contractor and to deduct from the final payment for the work the actual cost to the City of engineering, inspection, superintendence and other overhead expenses which are directly chargeable to the contract and which accrue during the period of such extension, except that the cost of final unavoidable delays shall not be included in such charges. 10-10. Liquidated Damages for Delay. It is agreed by the parties to the contract that time is of the essence and that, in case all the work is not completed before or upon the expiration of the time limit as set forth, damage, other than those cost items identified in section 10-09, will be sustained by the City and that it is and will be impracticable to determine the actual amount of damage by reason of such delay; and it is therefore agreed that the Contractor will pay to the City the sum of five hundred dollars ($500.00) per day for each and every calendar day's delay beyond the time prescribed. SECTION 11. MISCELLANEOUS 11-01. Notice. Whenever any provision of the contract documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. If mailed, the notice shall be deemed received on the date of delivery stated in the return receipt. 11-02. Computation of Time. When any period of time is referred to in the Contract Documents by days, it shall be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Page 221 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 21 Spec. No. 20-07 Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. 11-03. Claims Procedure Required by Public Contract Code Section 9204. This section shall apply to any claim by the Contractor arising in connection with this project in accordance with Public Contract Code Section 9204. a, For purposes of this section "Claim" means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following: (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by the City under this contract. (B) Payment by the City of money or damages arising from work done by, or on behalf of, the Contractor pursuant to this contract and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (C) Payment of an amount that is disputed by the City. b. (1) (A) Upon receipt of a claim pursuant to this section, the City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public entity and the contractor may, by mutual agreement, extend the time period provided in this subdivision. (B) The Contractor shall furnish reasonable documentation to support the claim. (C) If the City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion. (D) Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph (3) shall apply. (2) (A) If the Contractor disputes the City's written response, or if the City fails to respond to a claim issued pursuant to this section within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. (B) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to a pplicable procedures outside this section. Page 222 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 22 Spec. No. 20-07 (C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists th e parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (D) Unless otherwise agreed to in writing by the City and the Contractor, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (3) Failure by the City to respond to a claim from the Contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the public entity's failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the Contractor. (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum. (5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the Contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so. c. A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed dir ectly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. 11-04. Litigation and Forum Selection. Contractor and City stipulate and agree that any litigation relating to the enforcement or interpretation of this contract, arising out of Contractor's performance or relating in any way to the work shall be brought in Mendocino County and that venue will lie in Mendocino County. Except as otherwise expressly provided by law, the parties waive any objections they might otherwise have to the propriety of jurisdiction or venue in the state courts in Mendocino County and agree that California law shall govern any such litigation. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto and, in particular but without limitation, the warranties, guaranties and obligations imposed upon the Contractor and all of the rights and remedies available to the City thereunder, shall be in addition to and shall not be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by law or contract, by special warranty or guaranty, or by other provisions of the contract documents and the provisions of this paragraph shall be as effective as if repeated specifically in the contract documents in connection with each particular duty, obligation, right and remedy to which they apply. All warranties and guaranties made in the contract document shall survive final payment and termination or completion of this contract. The City disclaims an express or implied warranty that the plans and specifications identify all site conditions that could affect the time or cost to complete the Work. 11-05. Waiver. The Contractor shall strictly comply with all notices and other contract requirements. Waiver by the City of any failure of the Contractor to comply with any term of the contract, including the notice provisions, shall not be deemed a waiver of a subsequent breach. Page 223 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 23 Spec. No. 20-07 TECHNICAL SPECIFICATIONS SECTION 12. GENERAL INFORMATION 12-01. Location and Scope of Work. All of the work to be performed is within the City of Ukiah and consists of: trench, backfill, compact, bore and install underground conduits for electric primary and secondary circuits. Install primary pull box, transformer box pad and service pedestal(s) (installed by Contractor, provided by City) for underground duct system. General locations of the work is in the 600 LIVE OAK AVENUE, UKIAH, CA . The Contractor should familiarize himself with the local conditions of the project sites. Failure to do so will in no way relieve him of the responsibility for performing any of the work or operations required as a part of this contract. Further information regarding the work or these specifications can be obtained from Mary Horger at (707) 463- 6233. 12-02. Arrangement of Technical Specifications. The Technical Specifications are arranged in sections covering the various phases of work as follows: Section No. Title 12 General Information 13 Construction Details 14 Exclusions from General Conditions 15 Amendments to General Conditions 12-03. Arrangement of Plans. General locations and linear quantities of the work are shown in Appendix "A". A map will be provided to the successful bidder showing the exact locations of the work to be done. 12-04. Business Licenses. The Contractor and any subcontractors shall each secure and maintain a valid City of Ukiah Business License prior to the start of any portion of the work. 12-05. Permits. The Contractor shall provide, procure, and pay for all permits required to complete this work. 12-06. Standard Specifications and Standard Plans. The Standard Specifications and Standard Plans of the California State Department of Transportation, 2015, are hereby made a part of these Special Provisions and are hereinafter referred to as "California Standard Specifications" and "California Standard Plans." Whenever in the California Standard Specifications and the California Standard Plans the following terms are used, they shall be understood to mean and refer to the following: Department of Transportation - The City Council. Director of Public Works - The City of Ukiah Director of Public Works. Engineer - The Engineer, designated by the City Council, acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties entrusted to them. Laboratory - The designated laboratory authorized by the City of Ukiah to test materials and work involved in the contract. State - The City of Ukiah Other terms appearing in the California Standard Specifications and the California Standard Plans shall have the intent and meaning specified in Section I, Definition of Terms of the California Standard Specifications. In case of discrepancy between the contract documents, the order of precedence from the highest to lowest is as follows: Page 224 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 24 Spec. No. 20-07 1. (City) Special Provisions 2. (City) Project Plans 3. City Standard Plans and Details 4. California Standard Plans 5. California Standard Specifications 12-07. Temporary Facilities. All temporary facilities are the responsibility of the Contractor. The removal of said facilities shall be the responsibility of the Contractor. The Contractor shall be responsible for any and all damages to existing facilities which are a result of the work. 12-08. Public Convenience and Safety. The Contractor shall conduct operations so as to cause the least possible obstruction and inconvenience to public traffic. The Contractor shall, at his or her expense, furnish such flag persons and furnish, erect, construct and maintain such fences, barriers, lights, signs, detours, pedestrian walkways, driveway ramps and bridging as may be necessary to give adequate warning to the public that work is in progress and that dangerous conditions exist, to provide access to abutting properties and to permit the flow of pedestrian and vehicular traffic to safely and expeditiously pass the work. 12-09. Maintaining Traffic. Attention is directed to Section 7-1.08, "Public Convenience," 7-1.09, "Public Safety," 7-1.092, "Lane Closure," and 7-1.095, "Flagging Costs," of the California Standard Specifications. Streets shall be open to through vehicular traffic during non-working hours. All public traffic shall be permitted to pass through the work with as little inconvenience and delay as possible. Full costs for "Maintaining Traffic", including "Flagging Costs", shall be considered as included in the various items of work and no additional compensation will be made. 12.10. Stream Pollution. The Contractor shall exercise every reasonable precaution to prevent muddying or silting of live streams, and the Contractor's attention is called to the fact that the terms of this contract do not relieve him or her of responsibility for compliance with Sections 5650 and 12015 of the Fish and Game Code or other applicable statutes relating to pollution prevention or abatement. 12-11. Warranties. Unless otherwise indicated, the Contractor shall warrant all materials provided and work performed under this contract for a period of one year from the date of final acceptance. He shall replace promptly and at his own expense any materials and/or workmanship which fail during this warranty period. 12-12. Utilities. No water, sewer or electrical services will be provided by the owner. It is the Contractor's sole responsibility to arrange such services as necessary. 12-13. Preconstruction Conference. A preconstruction conference will be held before any work will be allowed to commence. This meeting will cover inspection, schedule for work, and among other items, the responsibilities and procedures of each of the interested parties to assure that the project will be completed in accordance with the contract documents. 12-14. Safety Requirements. The Contractor shall comply with all pertinent provisions of the Department of Labor "Safety and Health Regulations for Construction (29 FCS Part 1518, 36 CFR 7340)", with additions or modifications thereto, in effect during construction of this project. 12-15. Notification of Underground Service Alert (USA). The Contractor shall notify Underground Service Alert (USA) two (2) working days prior to any excavation. USA dial (toll free) 1-800-227-2600 Page 225 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 25 Spec. No. 20-07 SECTION 13 - CONSTRUCTION DETAILS 13-01. General. Contractor shall be responsible for furnishing all labor, materials, equipment, tools and incidentals necessary for trenching, backfilling, compacting and boring, install conduits, transformer box pad and primary pull box (furnished by City), as specified, and other incidental and related work, all as shown on the plans and specifications for the TODD GROVE PARK ELECTRIC SERVICE UPGRADE. Location of the work will be on 600 Live Oak Avenue, Ukiah, California, as more specifically in the construction drawings defined in Appendix “A”. WHERE INTERRUPTION OF ELECTRIC SERVICE WILL RESULT DURING THE INSTALLATION OF A SECONDARY SERVICE JUNCTION BOX AND/OR TRANSFORMER PAD, THE CONTRACTOR SHALL COORDINATE THIS WORK WITH CITY OF UKIAH ELECTRIC UTILITY DEPARTMENT (UEUD). UEUD WILL TURN OFF POWER TO EQUIPMENT AND ASSIST THE CONTRACTOR WITH THE INSTALLATION OF CONDUITS INTO EQUIPMENT. CUSTOMER SERVICE OUTAGE TIME SHALL BE CUT TO A MINIMUM AND SHALL NOT EXCEED ONE WORK DAY. 13-02. Materials. Materials shall be new and of merchantable grade, free from defect. Contractor shall be responsible for providing any and all materials necessary for the completion of the project, which include, but are not limited to, all conduits, conduit sweeps and conduit fittings. Conduit sizes shall be as specified on the plans. PVC conduit, elbows and sweeps shall meet NEMA TC-2, TC-3 and UL 651 (Conduit) and 514b (Fittings) specifications for type Sch 40. All elbows and sweeps shall be minimum 36” radius for 3” and 4” conduit. Long line couplings shall be used. Five degrees angle couplings, flexible adapters and PVC flexible couplings shall not be used. All conduits shall be proved in a manner acceptable to the Electric Utility Department. Conduit shall be free of dirt, rocks or other obstructions which could prevent, hinder or harm the installation of electric cable. Mule Tape must be installed in each conduit. The open end of all conduits must be protected in such a manner that it prohibits dirt and debris from entering. The ends of all stub conduit shall be securely capped. Below ground at capped location, one Greenlee Unimarker electronic marker shall be placed for each type of conduit using the uniform color code. Insulated bonding bushings will be required on metal conduit. No substitutions shall be permitted from the original specifications unless bidder obtains prior written approval. 13-03. Quantities. The preliminary estimate of the quantities of work to be done and materials to be furnished shown in the proposal are approximate only, being given as a basis for the comparison of bids. The City of Ukiah does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of work or to omit portions of the work that may be deemed necessary or expedient by the City. Upon completion of successful bid, the Contractor shall furnish to the Engineer a cost break-down for each contract lump sum item. The contractor shall determine the quantities of the items required to complete all work shown on the plans. Such quantities and their values (including labor, equipment and materials) shall be included in the cost break - down submitted to the Engineer for approval. The sum of the quantity units times the unit price shall equal the contract quantities and values used in the cost break -down submitted for approval. Unbalancing of the unit prices will not be allowed. Overhead, profit, bond premium, temporary construction facilities, and other such items shall be included in each individual unit listed in the cost break-down, however, costs for traffic control system shall not be included. No adjustment of the compensation will be made in the contract lump sum prices paid for various work items due to any differences between quantities shown in the cost break -down furnished by the Contractor and the quantities required to complete the work as shown on the plans and as specified in these Special Provisions. The cost break-down shall be submitted to the Engineer within 10 working days after the contract has been approved. The cost break-down shall be approved by the Engineer, in writing, before any partial payments for the items of work will be made. The approved cost break-down will be used to determine partial payments during the progress of the work and as the basis of calculating the adjustment of compensation for the items(s) of work due to the changes ordered by the Engineer. When an ordered change increases or decreases the quantities of an approved cost break-down, the adjustment in the compensation will be determined in the same manner specified for increases and decreases in the quantity of a contract item of work in accordance with Page 226 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 26 Spec. No. 20-07 increases and decreases in the quantity of a contract item of work in accordance with the Contractor bid price. Additions or deletions in the quantity of work as set forth in these specifications and accompanying drawings for lump sum items may be ordered by the Engineer after the contract price has been adjusted accordingly to the satisfaction of both the Contractor and the City of Ukiah, and they have been accepted in writing by the Engineer. 13-04. Payment. Payment will be at the unit price bid and will be compensation in full for all labor, materials, equipment, tools, including any and all incidentals. 13-05. Trenching and Conduit. Trench depth and location may have to be adjusted slightly in the field to avoid existing facilities. Sewer and water laterals will be encountered. They will have to be worked around and any damage caused by construction activities are the responsibility of the Contractor. The Contractor shall pothole all underground utility locations to determine exact depth prior to trenching. Any damages to City or other utilities caused by trenching or other project operations shall be the Contractor’s responsibility to repair to pre-damaged condition. All conduits shall be mandrelled according to the conduit size. 13-06. Transformer Box Pad, Concrete Transformer Pad and Service Pedestal Pads. Transformer shall be provided by the City and installed by the Contractor. Concrete Transformer Pad and Service Pedestal Pads shall be poured in place per City of Ukiah Specification and manufactures specifications. Service Pedestal Pads grade shall be equal to or slightly (maximum 0.5”) above adjacent grade. Grounding shall be installed per Ukiah Electric Utility Department specifications at each transformer pad and service pedestal location. 13-07. Bonding and Grounding. Bonding and grounding shall conform to Ukiah Electric Utility Department specification, 314 1007 and 314 1008. 13-08. Maintaining Traffic. The Contractor shall notify local authorities of the Contractor’s intent to begin work at least 5 days before work is begun. The Contractor shall cooperate with local authorities relative to handling traffic through the area and shall make all arrangements relative to keeping the working area clear of parked vehicles. Lane closures shall conform to the provisions in the section of these special provisions entitled “Traffic Control”. See Section 13-25 for traffic camera requirements. Payment – Full compensation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed therefore. 13-09. Dust Control and Watering. Dust control and watering shall conform to the provisions in Sections 10 "Dust Control" and 17 "Watering" of the California Standard Specifications and these Special Provisions. The Contractor at their expense shall provide their own water for dust control and project construction. Necessary precautions to prevent dust nuisance shall be taken during all phases of construction, on non-working days, and to final acceptance of the work. Payment for dust control and watering shall be considered as included in the various items of work and no additional compensation will be allowed therefore. 13-10. Traffic Control Traffic control shall conform to Section 12 "Construction Area Traffic Control Devices" of the California Standard Specifications and these Special Provisions. Attention is particularly directed to the "MANUAL OF TRAFFIC CONTROLS FOR CONSTRUCTION AND MAINTENANCE WORK ZONES" published by Caltrans. Nothing in these Specifications is to be construed as to reduce the minimum standards set in said manual. Traffic shall be maintained at all times as provided in these Special Provisions except as otherwise approved by the Page 227 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 27 Spec. No. 20-07 Engineer. The Contractor will be required to keep all residents and businesses notified of the work schedule as it affects their access. The Contractor shall maintain contact with the Ukiah Electric Utility Department dispatch office regarding start and completion of the following:  Construction activity that may impede emergency vehicles, school buses, etc.  Construction activity such as trenches or other excavation that prohibit access.  Construction activity that removes a fire hydrant from service. The Contractor shall provide the name and telephone number of a person directly responsible for the construction activity to the Ukiah Police and Fire Departments and Life Medical Paramedic Ambulance Service The City will furnish "No Parking" signs which shall be posted by the Contractor. The Contractor shall be responsible for supplying, installing and maintaining such fences, barriers, lights, signs and flaggers as are necessary to give adequate warning to the public at all times that the road or street is under construction and of any dangerous conditions to be encountered as a result thereof. All traffic control equipment shall be removed when it is no longer required. Upon request, the Contractor shall submit to the Engineer a sketch showing the proposed signing and barricading to be used in the project. All existing warning, regulatory, and information signs shall be maintained in a visible location during all phases of the construction by the Contractor. If it becomes necessary for the City of Ukiah to replace or place additional barricades in order to provide adequate safety to the public, the Contractor will be charged $1 per barricade per day or portion thereof plus the cost of placement and removal. The Contractor will also be charged for replacement of damaged City barricades. The Contractor shall furnish and place barricades within 3 working days. No removal charge will be made if the Contractor returns City barricades to the Municipal Service Center. Full compensation for furnishing all labor, materials, tools, equipment and incidentals for doing all work involved in furnishing and placing barricades, warning devices, and for flaggers as may be required by the Engineer shall be considered as included in the price paid for the various items of work, and no additional compensation will be allowed therefore. 13-11. Protection of Existing Facilities Protection of existing facilities shall conform to all the applicable provisions in Section 8-1.10 "Utility and Non-Highway Facilities" and Section 15 "Existing Highway Facilities" of the California Standard Specifications and these Special Provisions. All known obstructions to the work are indicated on the plans. However, the City cannot guarantee the accuracy of this information. The Contractor will be held responsible for the maintenance and protection of or damage to existing facilities, structures, obstructions and all underground facilities shown on the Plans or brought to the Contractor's attention during the course of the work. The Contractor shall notify owner agencies for locations of utilities or facilities prior to excavation. The owning utility shall be immediately notified of any damage which is caused by the operations of the Contractor to any facility, utility or structure. At the owning utility's discretion, repairs shall be made by the Contractor at the owning utility's direction or by the utility, all to the satisfaction of the Engineer. 13-12. Removal Methods Removal of existing improvements shall conform to Section 15-2 "Miscellaneous Highway Facilities" of the California Standard Specifications, these Special Provisions and as shown on the Plans. Page 228 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 28 Spec. No. 20-07 All portions of existing concrete to be removed shall be removed in a smooth, neat, vertical plane. Where expansion, contraction or construction joints are not present, the concrete shall be saw cut to a minimum depth of 1-1/2 inches. If an expansion, contraction or construction joint is within 3 feet of the concrete to be removed, the concrete shall be removed to that joint. Prior to final paving, all portions of existing pavement to be removed shall be cut on a neat, straight line. Pavement removed outside the removal line shall be cut parallel to and at right angles to the removal line. The face of the cut shall be smooth and shall not overhang the removal area. Drop hammers are not allowed. Jackhammers may be used if the cuts are overlapped and meet the above criteria. Where edges of remaining pavement are raised by the removal method used, they shall be flattened with a mechanical tamper prior to setting frames or replacing pavement. Where an excavation leaves less than 2 feet of pavement adjacent to the gutter, the remaining pavement shall be removed and replaced. All removed material, unless otherwise specified, shall become the property of the Contractor and shall be disposed of outside of the right-of-way. Payment for removal and disposal of existing improvements shall be in accordance with Section 15-2.07 "Payment" of the California Standard Specifications. 13-13. Vacuum Excavation All pothole work to expose existing utilities shall be done by vacuum excavation methods. The preferred method of excavation shall be by high pressure air. Use of water fluid for excavation shall only be by permission of the City Engineer. Maximum dimension of the pothole shall be 12 inches by 12 inches. All excavation material shall be removed and disposed of by the contractor. Backfill material shall be Class 2 aggregate base compacted to 90% relative compaction. Prior to paving, the pothole shall be cut to provide a clean vertical edge to pave against. The final dimension of the pothole prior to paving shall be 12 inches by 12 inches maximum. The asphalt concrete shall be a ½ inch mix having a depth of 4 inches. All pothole work shall comply with the Traffic Control provisions of these specifications. Full compensation for furnishing all labor, materials, tools, equipment and incidentals for doing the work involved in performing the pothole operation shall be considered as included in the price paid for the various items of work, and no additional compensation will be allowed therefore. 13-14. Pipe and Structure Excavation, Backfill and Compaction Excavation and backfill for pipe, manholes and miscellaneous structures shall conform to the provisions in Section 19.3 "Structure Excavation and Backfill" of the California Standard Specifications, and these Special Provisions. Pavement and concrete removal shall conform to Section 13-11 "Removal Methods" of these Special Provisions. All excavation shall be made to the lines and grades shown on the Plans. Trench edges shall be no closer than 1 foot to the toe of the gutter unless otherwise approved by the Engineer. Where mud, peat or any unstable or objectionable material is encountered at or within 6 inches of the bottom of any excavation, such material shall be removed to a depth of at least 12 inches below the established grade and the trench brought to grade by placing a suitable material thoroughly compacted in place, all as approved by the Engineer. Trench width, bedding and backfill for pipe shall conform to "Pipe Bedding and Backfill Requirements", as shown on plans. Ponding or jetting of backfill is not allowed unless specifically shown on the Plans. Trench backfill shall attain a relative compaction of 90 percent around conduit duct bank and 95 percent within 30” of finish grade. Backfill compaction within the structural section shall be as shown on the Plans. Structural backfill around all structures and manholes shall attain a relative compaction of 92 percent. The Contractor shall be responsible for scheduling compaction testing per City requirements (required every 50 lineal feet of trench). The cost for compaction testing shall be included in the total bid cost. Backfill in street areas shall be brought to subgrade and the existing surfacing shall be replaced with the structural section shown on the Plans. Page 229 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 29 Spec. No. 20-07 Trench backfill shall be accomplished as soon as possible after the pipe has been installed. The Contractor shall conduct the construction operations so that trench backfill at all intersections is sufficiently adequate to allow 2-way traffic in both directions during all phases of construction unless otherwise specified. Payment for pipe and structure excavation and backfill shall be considered as included in the price paid for the various items of work requiring excavation and backfill and no additional compensation will be allowed therefore. 13-15. Excavation Safety. Excavation Safety shall conform to the provisions in Sections 5-1.02A "Trench Excavation Safety Plans" and 7-1.01E "Trench Safety" of the California Standard Specifications and these Special Provisions. In making excavations for the project, the Contractor shall be fully responsible for providing and installing adequate sheeting, shoring and bracing as may be necessary as a precaution against slides or cave-ins and to fully protect all existing improvements of any kind from damage. The Contractor shall obtain a permit from the Division of Industrial Safety and shall submit a copy of the approved permit to the Engineer prior to the start of any excavation greater than 5 foot in depth. The cost of the permit shall be included in the total bid cost. If the shoring and bracing plan varies from the shoring system standards established by the Construction Safety Orders, the plan shall be prepared by a registered civil or structural engineer. The criteria given by the California Department of Industrial Relations are MINIMA for the conditions shown thereon. In addition to shoring the excavation as specified, it shall be the Contractor's responsibility to provide any and all additional shoring required to support the sides of the excavation against the effects of loads which may exceed those derived by using the criteria set forth by said governing agency. The Contractor shall be solely responsible for any damages which may result from failure to provide adequate shoring to support the excavations under any or all of the conditions of loading which may exist or which may arise during the construction project. The contract price paid per lump sum for excavation safety shall include full compensation for furnishing all labor, materials, permits and equipment and for doing all work involved as specified under these Special Provisions and no additional compensation will be allowed therefore. 13-16. Sprinklers and Landscaping All sprinkler systems, landscaping, sod or turf shall be reinstalled to its original condition. 13-17. Clean-Up. Clean-up shall conform to the provisions in Section 22 "Finishing Roadway" of the California Standard Specifications and these Special Provisions. Upon completion of the work, and prior to requesting final inspection, the work area shall be thoroughly cleaned of all rubbish, construction forms, stakes, excess material, and equipment, and all portions of the work shall be left in a neat and orderly condition. The final inspection will not be made until this has been accomplished. Full compensation for clean-up shall be considered as included in the price paid for the various contract items of work requiring finishing, and no additional compensation will be allowed therefore. 13-18. Aggregate Base. Aggregate base shall be Class 2 and shall conform to the provisions of Section 26 "Aggregate Bases" of the California Standard Specifications and these Special Provisions. Aggregate grading shall be 3/4" maximum unless otherwise approved by the Engineer. The Contractor shall submit current gradation, R-value, sand equivalent, and durability index test results as requested by the Engineer. Aggregate base shall not be placed until the subgrade has been approved by the Engineer. In lieu of the placement requirements specified in Section 26, aggregate base material shall be placed upon prepared subgrade in a uniform windrow or layer, and after placing, the material shall be graded, compacted and watered in accordance with the requirements of Section 26-1.05 "Compaction" of the California Standard Specifications and the construction plans. Motor graders may be used for the aforementioned grading. Aggregate base shall be compacted as specified in the Standard Specifications to a relative compaction of 95 Page 230 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 30 Spec. No. 20-07 percent. Finished grade shall be within 0.05 feet of plan grade. The contract price paid per ton of aggregate base shall include full compensation for furnishing all labor, materials, tools and equipment and for doing all work involved in placing, compacting and watering aggregate base as shown on the plans and as specified in these Special Provisions, and no additional compensation will be allowed therefore. 13-19. Asphalt Concrete. Asphalt concrete shall be ½-inch maximum, medium grade, Type A and shall conform to these Special Provisions and the following sections of the Standard Specifications: 39-1 General 39-2 Materials 39-3 Storing, Proportioning and Mixing Materials 39-4.01 Subgrade 39-4.02 Prime Coat and Paint Binder Paving asphalt shall be PG64-16 conforming to the latest published provisions in Section 92, “Asphalts,” of the California Standard Specifications. Asphalt Concrete pavement shall be placed at a minimum compacted thickness as shown on the Plans. Asphalt Concrete pavement shall be placed in lifts; the surface lift shall not exceed a compacted thickness of two (2) inches, initial spreading of asphalt shall be at a mix temperature not less than 250 degrees F. Breakdown compaction shall be completed before the temperature of the mix drops below 200 degrees F. (See Caltrans Std. Spec Section 39-6.01). Binder Coat (tack coat) shall be Type SS-1, conforming to previsions of the American Asphalt institute Specifications and California Standard Specifications, Section 94, “Asphaltic Emulsions.” All articles apply except Article 94-1.07, “Measurement.” Measurement: Asphalt concrete will be measured by the ton as determined by the Public Weighmaster Certificates. Duplicate load slips shall be furnished to the Engineer by and at the sole expense of the Contractor. Where the Contractor has performed unauthorized grinding, the Contractor shall backfill with asphalt concrete to the original subgrade plane shown on the Plans at the Contractor’s expense. The Engineer shall calculate the excess quantity of asphalt concrete necessary to backfill to the original subgrade plane and this quantity will be deducted from the total asphalt concrete tonnage installed.” 13-20. Asphalt Concrete Trench Paving. Asphalt concrete and the placing thereof shall conform to the requirements of Section 39, “Asphalt Concrete,” of the California Standard Specifications, and these Special Provisions. Final asphalt concrete trench paving shall be 0.45’ to 12” outside either side of the trench width. Asphalts: Temporary paving on all trenches shall be hot mix asphalt concrete installed a minimum 2” thick placed each day over the work. The amount of asphalt binder to be mixed with the aggregate will be specified by the Engineer at the time of paving. A different asphalt binder content may be specified for each lift and each location. General Requirements: The Contractor shall provide compaction of backfill and base material as the job progresses, each day. Temporary paving will be placed over the work, each day, leaving not more than 100 feet unpaved. This temporary paving shall be removed for final trench paving. The balance of the trench shall be covered with skid resistant steel plates (with a coefficient of friction of 0.35 or greater per CTM342), capable of sustaining normal (H20) traffic loads without shifting or bouncing, and shall be secured per Caltrans requirements. Hot Mix asphalt concrete shall be placed and compacted around all edges of steel plates with a sufficient width and gradual slope in order to provide a smooth transition to existing pavement. Finished asphalt trench paving shall be even, smooth riding and have an appearance that is compatible to the surrounding surface, unless proper written approval has been provided by the Engineer. The Engineer may require additional paving beyond the minimum dimensions shown in STD. 220 (36” beyond the Page 231 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 31 Spec. No. 20-07 trench wall), or as shown on the plans, where records indicate that the existing pavement or structural section is as shown on the plans. Payment: Full compensation for furnishing and installing temporary and permanent trench paving shall be considered as included in the prices paid for the pipe items and no additional allowance will be made therefor. 13-21. Curbs, Sidewalks and Miscellaneous Concrete: Curb, gutter, sidewalk, driveways, alley approaches and any other miscellaneous concrete structures shall be constructed as shown on the plans, and applicable City of Ukiah Standard Plans, and shall conform to the provisions in Section 73 "Concrete Curbs and Sidewalks" of the California Standard Specifications and these Special Provisions. Any damage to curbs, sidewalks and other concrete as a result of construction activities are the responsibility of the Contractor to repair to pre -damaged condition. a.) Earthwork: Earthwork shall conform to the plans and Section 13-12 of these Special Provisions. The area between the right-of-way line and the back of sidewalk shall be graded to 1/4-inch per foot and sufficient compactive effort and moisture shall be applied to this area to prevent settlement. Voids shall be filled with topsoil, not sand. Water service or other boxes and facilities shall be adjusted to grade. b.) Curb, gutter, and sidewalk: Curb, gutter and sidewalk shall be of monolithic construction. Construction joints shall be edged and shall conform to the proposed scoring pattern. Expansion joint material shall be installed to the full depth of the concrete at locations shown on the plans and as designated by the Engineer. Side inlet catch basin and drop inlet catch basin concrete may be placed against neat excavation of undisturbed earth. Concrete retaining walls shall be formed with plywood and all exposed edges shall be edged. After the back form has been removed, the void shall be backfilled to grade with clean native top soil. c.) Commercial curb, gutter, and sidewalk: Commercial curb, gutter and sidewalk shall be of monolithic construction. Construction joints shall be edged and shall conform to the existing scoring pattern. Curb, gutter and sidewalk shall be constructed per City of Ukiah Standard Plan. d.) Concrete: Portland cement concrete shall be Class "B" conforming to Section 90 "Portland Cement Concrete" of the Standard Specifications with a minimum compressive strength of 2500 psi at 28 days. All concrete used shall be mixed completely in a truck mixer, commonly known in the industry as "transit-mixed concrete". e.) Forms: Forming requirements shall conform to the provisions in Section 73-1.04 "Forms" of the California Standard Specifications. If clean neat lines can be cut, the Contractor may pour against undisturbed earth with prior approval by the Engineer. If any sloughing or caving of material occurs, both front and back forms may be required. Forms shall be true to lines and grades as shown on the plans. Forms previously used shall be thoroughly cleaned before re-use. Before concrete is placed within any form, all inside surfaces of the forms shall be thoroughly coated with an approved oil. All forms shall be free of any foreign material previous to placing concrete. f.) Concrete Reinforcement: Mesh and reinforcing steel shall conform to the provisions in Section 52- 1.02 "Materials" of the California Standard Specifications. All reinforcing steel shall be accurately placed as shown on the plans. Page 232 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 32 Spec. No. 20-07 All reinforcement shall be cleaned of dirt, rust, grease, loose scale and any other substance that may prevent concrete bonding. All reinforcement shall be securely positioned and supported so as to maintain the proper position during placement of concrete. g.) Concrete Placement: Concrete shall not be placed without approval of the Engineer. Placing concrete without notifying the Engineer may be reason for rejection of the work. Prior to placing concrete, the subgrade and inside face of the forms shall be thoroughly wetted as the Engineer may direct. Concrete shall not be deposited when it appears likely that the air temperature may fall below 40 F during the placing of concrete or within the following 24 hours, unless special approval has been received from the Engineer prior to placing of concrete. Concrete which, in the opinion of the Engineer, has been damaged by freezing shall be removed and replaced. Monolithic curb, gutter and sidewalk or median curb and gutter may be placed with extrusion machinery. The machinery shall be approved by the Engineer prior to use. The Contractor shall install bench mark monuments as shown on the plans. The City of Ukiah will furnish the bench mark monuments without cost to the Contractor. If the plans do not call for sidewalk, side inlet catch basins shall be constructed with a 3-foot by 5-foot section unless otherwise indicated on the plans. h.) Finishing: After steel troweling, the concrete surfaces shall be given a fine hair broom finish. Brooming on sidewalk shall be transverse to the length of curb. All exposed concrete surfaces shall be finished unless otherwise directed by the Engineer. Score marks and weakened plane joints shall be located as shown on the plans and as directed by the Engineer. i.) Cure: Concrete cure shall be accomplished by either the water, pigmented curing compound or waterproof membrane method and shall conform to the provisions in Section 90-7 "Curing Concrete" of the California Standard Specifications. White pigmented curing compound shall not be used on exposed surfaces. j.) Tolerances: Dimensional tolerances for concrete work are listed below. Work done outside of these tolerances will be rejected by the Engineer. Curb, gutter, sidewalk thickness: Up to 1/4-inch below specified thickness. Flow line: Puddles shall not exceed 1/4-inch in depth, 6 inches in width or 10 feet in length. Grinding in excess of 1/2-inch and the use of epoxy fillers are not acceptable. Sidewalk crossfall: Total crossfall on 5-foot sidewalks shall be within 1/2-inch of design. Catch basins: The opening shall be a full 8 inches across the face of the catch basin with the top properly aligned within 3 inches of the base. k.) Payment: Curb and gutter, sidewalk, street sign posts, driveways and mowstrips shall be paid for under the various contract items and shall include full compensation for furnishing all labor, materials, including the cast-iron frames and grates, adjusting facilities within the sidewalk to grade, grading and adjustments at the back of walk, removal of existing facilities, tools and equipment, and for doing all work involved in their construction as shown on the plans and as specified under these Sp ecial Provisions, and no additional compensation will be allowed therefore. 13-22. Soil and Groundwater Disposal. 13-22 (A) General: Bidder’s attention is directed to the fact that the proposed project is located in an area that Page 233 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 33 Spec. No. 20-07 contains no known subsurface petroleum hydrocarbon contamination. The contractor shall maintain awareness of potential signs of soil and groundwater contamination throughout the project limits and shall notify the City immediately upon discovery. Conditions indicative of contamination may be either visual (staining in soil, sheen on water surface) or olfactory (petroleum hydrocarbon odors.) Upon the discovery of suspected contaminated materials, the Contractor shall immediately provide 40-hour OSHA- HAZWOPER certified workers in the contaminated area. The Contractor shall also provide a field Site Safety Officer that is also an 8-hour OSHA-HAZWOPER Supervisor trained to directly oversee the contaminated materials removal and handling operation. All workers in this circumstance must have their initial and annual renewal refresher training, medical clearance and personal protection equipment in accordance with 8CCR Section 5192. 13-22 (B) Soil: None of the excavated material shall be disposed of on the work site. All material excavated from trenches in the project area shall be the property of the Contractor. Prior to disposal of any excess material from the work site, the Contractor shall submit to the Engineer written authorization for such disposal and entry permission signed by the approved disposal site. Contractor shall comply with all disposal regulations such as City, County, and/or State permits and license, as may be required. 13-22 (C) Water: Groundwater may be encountered during the course of excavation. If it is encountered, the Contractor shall immediately notify the City. The Contractor shall remove all water which accumulates in the excavation during the progress of work until the pipe or other structures are installed and until backfilling has progressed to a sufficient height to anchor the work against possible flotation or leakage. At all times, the Contractor shall have a minimum of 2 working pumps available for immediate use at all times. Water accumulated in excavations shall be discharged to the sanitary sewer under the supervision of City staff. Said water shall be disposed of in a manner as to cause no injury to public or private property, or be a menace to public health. Sediment shall be removed from any water to be disposed of, prior to discharge, by placing the pump inlet hose into a sump filled with clean gravel, or a perforated bucket filled with clean gravel. The outlet of the pump shall have a filter sock installed to retain residual sediment. If any odor, sheen or other visual discrepancy is noted during excavation or discharge, stop pumping and immediately notify the Engineer. Pumped groundwater will not be allowed into any watercourse or storm drain system. Contractor shall be responsible for constructing, operating and maintaining all necessary features to complete the work including furnishing, installing and maintaining all pumping and other equipment required to dewater any trenches containing water as may be encountered during performance of the work. Dewatering plan for each occurrence shall be approved by the Engineer prior to implementation. At the permanent conclusion of dewatering operations, all dewatering equipment shall be removed from the job site. Payment: Full compensation for disposal of all excavated material and trenchwater, including, but not limited to, transportation costs and soil disposal fees and providing all necessary equipment and labor (including back - up pumping equipment) shall be considered as included in the contract prices paid for various contract items of work and no additional compensation will be allowed therefor. The City will pay discharge fees for the necessary disposal of trenchwater. 13-23. Traffic Stripes and Pavement Markings. Traffic stripes and pavement markings shall conform to the applicable provisions of Section 84, “Traffic Stripes and Pavement Markings,” of the California Standard Specifications, City of Ukiah Standards, and these Special Provisions and shall be placed at the locations shown on the plans. Stripes and pavement markings shall be thermoplastic. Existing stripes and pavement markings which are damaged by the work shall be replaced. Replaced sections shall match existing sections. Patching is not acceptable in lieu of complete replacement. Payment: Traffic Stripes and Pavement Markings shall be paid for at the contract lump sum price, which price shall include full compensation for furnishing all equipment, tools, and labor, and doing all the work involved, as herein specified, including Page 234 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 34 Spec. No. 20-07  removal of existing striping and markings,  furnishing all paint and glass beads,  thermoplastic pavement marking material,  tape,  eradication of existing and temporary traffic stripes,  temporary traffic stripes and pavement markings,  replacement of damaged stripes and markings, and doing all the work involved as herein specified and no additional allowance will be made therefore. 13-24. Signal, Lighting and Electrical Systems. All work shall meet the requirements of Section 86-1.02 “Regulations and Code” of the California Standard Specifications. 13-25. Maintaining Existing Systems The Contractor shall maintain existing signal and lighting systems in accordance with Section 86-1.05 “Maintaining Existing and Temporary Electrical Systems” and these Special Provisions. Prior to disconnecting traffic loops, temporary traffic cameras are required to be installed at the Gobbi St. and State St. intersection and the Gobbi St. and Orchard Ave. intersection for any approach that is affected by cut traffic loops to keep signal performance at the optimum operational level for the duration of the project. Upon completion, new traffic loops shall be installed following the Cal Trans standard for each cut location. Three locations are anticipated. 13-26. Boring and Jacking. Installation of bore shall be constructed in accordance with the details shown on the plans and as specified in these Special Provisions. The contactor shall furnish all labor, materials, tools, and equipment to install the conduit using the horizontal direction drilling (boring) method. Work includes, but not limited to, proper installation, testing, restoration of underground utilities and environmental protection and restoration. All directional drilling operations shall be performed by a qualified directional drilling company who has at least three (3) years’ experience involving work of a similar nature. The company must have installed a minimum of 25,000 linear feet of pipe using directional drilling operations or supply a list of project references, prior to job commencement. The contractor shall submit specifications on directional drilling equipment to be used to ensure that the equipment will be adequate to complete the project. Equipment list is to include but not be limited to: drilling rig, mud system, mud motors (if applicable), down-hole tools, guidance system, and rig safety systems. Include calibration records for guidance equipment. Submit any specifications for any drilling fluid additives that might be used. The contractor shall expose all sewer laterals before boring operations commence. Conduit size to be 3” and 4” HDPE. High Density Polyethylene (HDPE) conduits shall be smoothwall Schedule 40, meeting NEMA TC7 and ANSI D1248 specifications. Color shall be gray. Conduits shall be equipped with SILICORE® inner lining or approved equivalent system for ease of installing conductor. Conduits shall be continuous i.e. couplings or fuse joints are not permitted. Couplings are permitted immediately adjacent to streetlight foundations, junction boxes and/or power sources for connection of a PVC schedule 40 elbow to the HDPE conduit. Such coupling shall be of the compression type. All materials are subject to approval by the City of Ukiah, Electric Utility Department prior to installation. Material submittals, for approval, shall be forwarded to the Ukiah Electric Utility Department. Unless otherwise specified, the methods and equipment used in jacking casing shall be optional with the Excavation of boring and receiving pits shall be the minimum size necessary to complete the work. The excavations for the boring or jacking operations shall be adequately shored to ensure against ground movement in the vicinity of the jack supports. Boring and receiving pits shall be kept dry at all times. After boring equipment and excavated materials from boring operations have been removed from the bore pit, the Contractor shall remove all loose and disturbed materials below pipe grade to undisturbed earth. Backfill for boring pits and trench shall be Class 2 aggregate base ¾” maximum conforming to Section 26 “Aggregate Base,” of the California Standard Specifications except for payment. No separate measurement or payment will be made for Page 235 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 35 Spec. No. 20-07 aggregate base used to backfill bore pits. Backfill for boring pits shall be compacted to not less than 90 percent relative compaction, except that when placed under roadbed, relative compaction shall not be less than 95 percent within three feet of finished grade, as determined by California Test 216 and 231. Trench paving of boring pits will be measured and paid for under contract item “Trench Paving”. The Contractor shall apply for an underground classification for the jack and bore operation from Department of Industrial Relations, Mining and Tunneling Unit, 2211 Park Towne Circle, Sacramento, CA 95825, Telephone: 916- 574-2540. The provisions in this section will not relieve the Contractor from his responsibility to provide such additional devices or take such measures as may be necessary to comply with the provisions in Section 7-1.09, “Public Safety,” of the California Standard Specifications. Measurement. Bore will be measured by lump sum. Payment. Bore will be measured and paid for at the contract lump sum price, which price shall include full compensation for furnishing all labor, materials, tools, equipment, and doing all work involved, including, as specified herein:  Potholing,  Excavation,  Keeping the pits dry,  Disposal of contaminated soil and groundwater in conformance with these Special Provisions,  Shoring,  Fittings,  Contact grouting,  Concrete end seal,  Backfilling the annular space with sand,  Backfill,  Compaction,  Removing loose material from pits,  Disposal,  Necessary permits, and any other work required for boring not specifically enumerated on the plans or in these specifications and no additional compensation will be allowed. Page 236 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 36 Spec. No. 20-07 SECTION 14. EXCLUSIONS FROM GENERAL CONDITIONS 14-01. Provisions to be Excluded from General Conditions. The following designated provisions of the General Conditions are hereby determined to be inapplicable to the proposed work and, therefore, are hereby excluded from the terms of the Notice to Bidders, Proposal, Agreement and other contract documents as though entirely omitted from said General Conditions: (1) Section 6-02. Office at the Site (2) Section 7-03. Surveys No other exclusions. SECTION 15. AMENDMENTS TO GENERAL CONDITIONS 15-01. Sections of General Conditions to be Amended. The following designated sections of the Special Provisions are hereby amended to read as follows: No amendments. Page 237 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 37 Spec. No. 20-07 BID SUBMITTAL CHECKLIST The following is a checklist to assist you in your submission of your bid documents. Please make sure you include the following when submitting yo ur bid documents to reduce the risk of having your bid rejected: Did you include?... o Proposal (Page 38)  Unit prices filled out clearly.  Extended prices filled out clearly and calculated correctly  Total bid amount filled out clearly and calculated cor rectly  Sign the proposal, and provide complete information  CLSB No. and expiration date  Department of Industrial Relations Public Works Contractor Registration Number o Fair Employment Practices Certification (Page 42)  Filled out completely per instruc tion o Worker’s Compensation Certificate (Page 43)  Filled out completely per instruction o Certification of Non -Discrimination in Employment (Page 44)  Filled out completely per instruction o List of Proposed Subcontractors (Page 45)  Filled out completely per instruction o Statement of Experience (Page 46) o Signature of Bidder (Page 47)  Filled out completely per instruction  Authorized signature provided o Bidder’s Bond (Page 48)  Filled out completely per instruction o Non-Collusion Affidavit (Page49)  Filled out completely per instruction  Notarized o Addenda Issued  Check the City website for any addenda issued: www.cityofukiah.com/purchasing. Page 238 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 38 Spec. No. 20-07 CITY OF UKIAH MENDOCINO COUNTY, CALIFORNIA PROPOSAL FOR TODD GROVE PARK ELECTRIC SERVICE UPGRADE Specification No. 20-07 The undersigned, as bidder, declares that he or she has examined thoroughly all of the contract documents herein contained, that this proposal is made without collusion with any other person, firm or corporation and that all laws and ordinances relating to the interest of public officers in this contract have been complied with in every respect. AND he or she proposes and agrees, if this proposal is accepted, 1) that he or she will contract with the City of Ukiah, Mendocino County, California, in the form of the copy of the agreement herein contained a) to provide all necessary machinery, tools, apparatus and other means of construction; b) to furnish all materials; c) to provide all superintendence, overhead expenses and all labor and expenses of whatever nature necessary to complete the job in conformity with the specifications and drawings and other contract provisions herein or reasonably implied hereby or as necessary to complete the work in the manner and within the time named herein and according to the requirements and to the reasonable satisfaction of the City Engineer; d) to pay all charges of freight transportation and hauling; 2) that he or she indemnifies the City against any loss or damage arising from any act of the undersigned as Contractor; and 3) that he or she will accept as full payment therefor the following sums: Page 239 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 39 Spec. No. 20-07 BIDDING SCHEDULE In the case of any discrepancy between the unit price and the total set forth for the item, the unit price shall prevail; provided, however, that if the amount set forth as a unit price is ambiguous, unintelligible or uncertain for any reason, or is omitted, or in the case of lump sum items, is not the same amount as the entry in the “Total” column, then the amount set forth in the “Total” column for the item shall prevail in accordance with the following: 1. As to lump sum items, the amount set forth in the “Total” column shall be the unit price; 2. As to unit basis items, the amount set forth in the “Total” column shall be divided by the estimated quantity for the item and the price thus obtained shall be the unit price. The Total Base Bid shall be the sum of the items in the “Total” column. In case of discrepancy between the sum of the items in the “Total” column and the amount entered as Total Base Bid, the sum of the “Total” column items shall prevail. The bid comparison will be based on the sum of the items in the “total” column for each bidder. The Unit prices for the various Construction Items below include all costs associated with the General Conditions, Special Provisions, Requirements of the Construction Contract, and represent the total, complete, in-place cost for each specific Construction Item in accordance with the Construction Documents, including all elements, work components, accessories, and connections, shown in applicable details or required to yield a complete, sound and functional component or system appropriate for its intended function, whether or not such is specifically described or listed in any description of measurement or payment. The total amount of the Construction items below shall represent the total and complete cost of the fully functional Project. All work not specifically listed below be required to complete the work of the various construction items and the cost of such shall be considered as included throughout the various unit prices indicated. Lowest bid will be based on the lowest Base Bid. Page 240 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 40 Spec. No. 20-07 NAME OF BIDDER: SPEC #: 20-07 PROJECT NAME: TODD GROVE PARK ELECTRIC SERVICE UPGRADE BASE BID ITEM # DESCRIPTION UNIT OF MEASURE QUANTITY UNIT PRICE TOTAL 1 Excavate, trench, backfill and compaction (18”x59” Trench) LF 160 $__________ $__________________ 2 Bore 3” Conduit including installation FT 190 $__________ $__________________ 3 Bore 4” Conduit including installation FT 530 $__________ $__________________ 4 3” Sch 40 Conduit including installation FT 180 $__________ $__________________ 5 4” Sch 40 Conduit including installation FT 135 $__________ $__________________ 6 Excavate, backfill, compaction and install Primary Pull Box LS 1 $__________ $__________________ 7. Excavate, backfill, compact and install transformer box pad (City to Provide) LS 1 $__________ $__________________ 8, Excavate, backfill, compaction and install Concrete Pads for Service Pedestals (City to Provide) EA 2 $__________ $__________________ TOTAL BID ==>> $__________________ We, the undersigned, acknowledge that the City Council has reserved the right to reject any or all bids and to determine which proposal is, in its opinion, the lowest responsive bid from a responsible bidder and that which it deems in the best interest of the City to accept. We, the undersigned, further agree, if this proposal shall be accepted, to sign the agreement and to furnish the required bonds with satisfactory surety, or sureties, within fifteen (15) calendar days after written notice that the contract is ready for signature; and, if the undersigned shall fail to contract, as aforesaid, it shall be understood that he or she has abandoned the contract and that, therefore, this proposal shall be null and void and the proposal guaranty accompanying this proposal, or the amount of said Page 241 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 41 Spec. No. 20-07 guaranty, shall be forfeited to and become the property of the City. Otherwise, the proposal guaranty accompanying this proposal shall be returned to the undersigned. Witness our hands this day of ___________________, 20____. Licensed in accordance with an act providing for the registration of California Contractors License No. ___________, expiration date _____________. THE CONTRACTOR'S LICENSE NUMBER AND EXPIRATION DATE STATED HEREIN ARE MADE UNDER PENALTY OF PERJURY. Department of Industrial Relations Public Works Contractor Registration Number:_____________________ Signature of bidder or bidders, with business name, address, phone number and fax number: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Notice: In the case of a corporation, give below the addresses of the principal office thereof and names and addresses of the President, Secretary, Treasurer. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Page 242 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 42 Spec. No. 20-07 FAIR EMPLOYMENT PRACTICES CERTIFICATION TO:_____________________________________________________________ ________________________________________________________________ The undersigned, in submitting a bid for performing the following work by Contract, hereby certifies that he or she has or will meet the standards of affirmative compliance with the Fair Employment Practices requirements of the Special Provisions contained herein. TODD GROVE PARK ELECTRIC SERVICE UPGRADE ________________________________________________________________ (Signature of Bidder) Business Mailing Address: _________________________________________________ _________________________________________________ _________________________________________________ Business Location: _________________________________________________ _________________________________________________ (The bidder shall execute the certification of this page prior to submitting his or her proposal.) Page 243 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 43 Spec. No. 20-07 WORKER'S COMPENSATION CERTIFICATE I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's Compensation or undertake self-insurance in accordance with the provisions of that code and I will comply with such provisions before commencing the performance of the work of this contract. Witness my hand this________ day of _______________, 200____ Signature of Bidder, with Business Address: __________________________________________________ __________________________________________________ __________________________________________________ __________________________________________________ Page 244 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 44 Spec. No. 20-07 CERTIFICATION OF NONDISCRIMINATION IN EMPLOYMENT The bidder represents that he or she has/has not, participated in a previous contract or subcontract subject to either the equal opportunity clause herein or the clause contained in Section 301 of Executive Order 10925; that he or she has/has not, filed all required compliance reports; and that representations indic ating submission of required compliance prior to subcontract awards. Signature and address of Bidder: __________________________________________________ Date_____________ __________________________________________________ __________________________________________________ __________________________________________________ (This certification shall be executed by the bidder in accordance with Section 60-1.6 of the Regulations of the President's Committee on Equal Employment Opportunity for implementing Executive Orders 10925 and 11114.) Page 245 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 45 Spec. No. 20-07 LIST OF PROPOSED SUBCONTRACTORS In compliance with the provisions of Sections 4100-4108 of the California Public Contract Code and any amendments thereof, each bidder shall set forth (a) the name and location of the place of business of each subcontractor who will perform work or labor or render service in or about the construction site or a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications in an amount in excess of one-half of 1 percent of the total bid and (b) the California Contractor License Number for each subcontractor, and (c) the portion of the work to be done by each subcontractor.(See General Conditions Section 1- 09.) Include with the name of each sub-contractor their Department of Industrial Relations Public Works Contractor Registration Number. SUBCONTRACTOR NAME SUBCONTRACTOR LICENSE NUMBER SUBCONTRACTOR DIR REGISTRATION NUMBER SUBCONTRACTOR BUSINESS ADDRESS DESCRIPTION OF WORK Page 246 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 46 Spec. No. 20-07 STATEMENT OF EXPERIENCE OF BIDDER The bidder is required to state below what work of similar magnitude or character he or she has done and to give references that will enable the City Council to judge of his or her experience, skill and business standing and his or her ability to conduct work as completely and rapidly as required under the terms of the contract. ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ Page 247 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 47 Spec. No. 20-07 SIGNATURE(S) OF BIDDER Accompanying this proposal is ___________________________________ (insert the words "cash ($)", "cashier's check" or "bidder's bond", as the case may be) in an amount equal to at least 10 percent of the bid. The names of all persons interested in the foregoing proposal as principals are as follows: IMPORTANT NOTICE: If bidder or other interested person is a corporation, provide the legal name of corporation and also the names of the president, secretary, treasurer and manager thereof. If a co-partnership, provide the true name of firm and also the names of all individual co-partners composing the firm. If bidder or other interested person is an individual, provide the first and last names in full. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Licensed in accordance with an act providing for the registration of Contractors: License No. ______________________________, License Expiration Date . Signature(s) of Bidder: ______________________________________________ ______________________________________________ ______________________________________________ NOTE: If bidder is a corporation, the legal name of the corporation shall be set forth above together with the signature of the officer or officers authorized to sign contracts on behalf of the corporation; if bidder is a co-partnership, the true name of the firm shall be set forth above together with the signature of the partner or partners authorized to sign contracts in behalf of the co-partnership; and if bidder is an individual, his or her signature shall be placed above. If a member of a partnership, a Power of Attorney must be on file with the Department prior to opening bids or submitted with the bid; otherwise, the bid will be disregarded as irregular and unauthorized. Business address: ___________________________________________________ ___________________________________________________ Place of residence: ___________________________________________________ ___________________________________________________ Dated: __________________ Page 248 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 48 Spec. No. 20-07 CITY OF UKIAH Mendocino County, California BIDDER'S BOND KNOW ALL MEN BY THESE PRESENTS, That we, ______________________________________________________________ ________________________________________________________________, as PRINCIPAL and ________________________________________________________________ ________________________________________________________________, as SURETY, are held and firmly bound unto the City of Ukiah in the penal sum of 10 PERCENT OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by said Principal to the City of Ukiah, as the case may be, for the work described below, for the payment of which sum in lawful money of the United States, well and truly to be made, to the City Clerk to which said bid was submitted, we bind ourselves, our heirs, executors, administrators and successors jointly and severally, firmly by these presents. In no case shall the liability of the surety hereunder exceed the sum of $____________________ THE CONDITION OF THIS OBLIGATION IS SUCH, That whereas the Principal has submitted the above mentioned bid to the City of Ukiah, as af oresaid, for certain construction specifically described as follows, for which bids are to be opened at the Office of the City Clerk, Ukiah Annex, Ukiah, California, on May 12, 2020 for TODD GROVE PARK ELECTRIC SERVICE UPGRADE. NOW, THEREFORE, If the aforesaid Principal is awarded the contract and, within the time and manner required under the specifications, after the prescribed forms are presented to him or her for signatures, enters into a written contract, in the prescribed form, in accordance with the bid and files two bonds with the City of Ukiah, one to guarantee faithful performance and the other to guarantee payment for labor and materials, as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force and virtue. IN WITNESS WHEREOF, we have hereunto set our hands and seals on this ______ day of ________________, A.D. 20_____. __________________________________________________(Seal) __________________________________________________(Seal) __________________________________________________(Seal) Principal __________________________________________________(Seal) __________________________________________________(Seal) __________________________________________________(Seal) Surety Address: __________________________________________________________ __________________________________________________________ __________________________________________________________ Page 249 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 49 Spec. No. 20-07 NON-COLLUSION AFFIDAVIT Note: Bidder shall execute the affidavit on this page prior to submitting his or her bid. To City Council, City of Ukiah: The undersigned in submitting a bid for performing TODD GROVE PARK ELECTRIC SERVICE UPGRADE by contract, being duly sworn, deposes and says: that he or she has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with such contract. __________________________________________________ __________________________________________________ __________________________________________________ Signature(s) of Bidder Business Address:__________________________________________________ __________________________________________________ __________________________________________________ Place of Residence:__________________________________________________ __________________________________________________ __________________________________________________ NOTARIZATION Subscribed and sworn to before me this ______ day of _________, 20____. __________________________________________________ Notary Public in and for the County of______________________________, State of California. My Commission Expires ________________________, 20 ____. Page 250 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 50 Spec. No. 20-07 CITY OF UKIAH Mendocino County, California AGREEMENT FOR TODD GROVE PARK ELECTRIC SERVICE UPGRADE Specification No. 20-07 THIS AGREEMENT, made this ______ day of ___________________, 20____, by and between the City of Ukiah, Mendocino County, California, hereinafter called the City and _______________________ hereinafter called the Contractor, WITNESSETH: WHEREAS, the City has caused to be prepared in accordance with law, specifications, drawings and other contract documents for the work herein described and shown and has approved and adopted these contract documents, specifications and drawings and has caused to be published in the manner and for the time required by law a notice to bidders inviting sealed proposals for doing the work in accordance with the terms of this contract and WHEREAS, the Contractor, in response to the notice to bidders, has submitted to the City a sealed proposal accompanied by a proposal guaranty in an amount of not less than 10 percent of the bid price for the construction of the proposed work in accordance with the terms of this contract and WHEREAS, the City, in the manner prescribed by law, has publicly opened, examined and canvassed the proposals submitted and as a result has determined and declared the Contractor to be the lowest and best regular responsible bidder for the work and for the sums named in the proposal, NOW, THEREFORE, THIS AGREEMENT WITNESSETH: Article 1. Work to be Done and Contract Days Allowed. That the Contractor shall provide all necessary machinery, tools, apparatus and other means of construction; shall furnish all materials, superintendence, overhead, expenses, all labor and expenses of whatever nature necessary for completion of the work in conformity with the Special Provisions and other contract documents hereto attached and according to such instructions as may be given by the Engineer. The Contractor shall complete the work within TWENTY DAYS (20) calendar days. Contract days shall be counted starting with the 10th day following receipt of notice that the contract has been executed by the City. Contractor, at his or her option, may begin work prior to start of counting contract days, however, in no event shall the Contractor start work without giving notification to the Engineer at least 72 hours prior to the start of work, without obtaining an encroachment permit from the City, or without having submitted certificates of insurance that have been accepted and approved by the Engineer Page 251 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 51 Spec. No. 20-07 Article II. Contract Prices. That the City shall pay the Contractor the prices stated in the proposal submitted by the Contractor, for complete performance of the contract by the Contractor. The Contractor hereby agrees to accept the prices as full compensation for all material and appliances necessary to the work, for all labor and use of tools and other implements necessary to execute the work contemplated in this contract; for all loss or damage arising out of the nature of the work or from the action of the elements, or from any unforeseen obstructions or difficulties which may be encountered in the prosecution of the work; for all risks of every description connected therewith; for all expenses of the work, as herein specified; for all liability and other insurance, for all overhead and other expenses incident to the work; all according to the Contract Drawings, the Special Provisions, the Details, the instructions and the requirements of the City. Article III. Labor Discrimination. Attention is directed to Section 1735 of the Labor Code, which reads as follows: "No discrimination shall be made in the employment of persons upon public works because of the race, color, national origin or ancestry, or religion of such persons and every contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter." In connection with the performance of work under this contract, the Contractor agrees as follows: (a) The Contractor will not willfully discriminate against any employee or an applicant for employment because of race, color, religion, ancestry, 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, color, religion, ancestry, 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 awarding authority setting forth the provisions of this Fair Employment Practice section. (b) The Contractor will send to each labor union or representative of workers with which he or she has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the awarding authority, advising the said labor union or worker's representative of the Contractor's commitments under this section, to employees and applicants for employment. (c) The Contractor will permit access to his or her records of employment, employment advertisements, application forms and other pertinent data and records by the Fair Employment Practices Commission, City of Ukiah or any other appropriate agency of the State of California designated by the awarding authority, for the purposes of investigation to ascertain compliance with the Fair Employment Practices section of this contract. (d) A finding of willful violation of the Fair Employment Practices section of this Contract or of the Fair Employment Practices Act shall be regarded by the awarding authority as a basis for determining the Contractor to be not a "responsible bidder" as to future contracts for which such Contractor may submit bids, for revoking the Contractor's pre-qualification rating, if any and for refusing to establish, reestablish or renew a pre-qualification rating for the Contractor. The City of Ukiah shall deem a finding of willful receipt of written notice from the Fair Employment Practices Act to have occurred upon that it has investigated and determined that the Contractor has violated the Fair Employment Practices Act and has issued an order under Labor Code Section 1426 or obtained an injunction under Labor Code Section 1429. Page 252 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 52 Spec. No. 20-07 Upon receipt of such written notice from the Fair Employment Practices Commission, the City shall notify the Contractor that unless he or she demonstrates to the satisfaction of the awarding authority within a stated period that the violation has been corrected, his or her pre-qualification rating will be revoked at the expiration of such period. (e) The Contractor agrees that should the City determine that the Contractor has not complied with the Fair Employment Practices section of this Contract, then pursuant to Labor Code Section 1735 and 1775 the Contractor shall, as a penalty to the City, forfeit for each calendar day or portion thereof, for each person who was denied employment as a result of such non-compliance, the penalties provided in the Labor Code for violation of prevailing wage rates. Such monies may be recovered from the Contractor. The City may deduct any such damages from any monies due the Contractor. (f) Nothing contained in this Fair Employment Practices section shall be construed in any mann er of fashion so as to prevent the City or the State of California from pursuing any other remedies that may be available at law. (g) Prior to awarding the Contract, the Contractor shall certify to the awarding authority that he or she has or will meet the following standards for affirmative compliance, which shall be evaluated in each case by the awarding authority: (1) The Contractor shall provide evidence, as required by the City that he or she has notified all supervisors, foremen and other personnel officers in writing of the content of the anti-discrimination clause and their responsibilities under it. (2) The Contractor shall provide evidence, as required by the City, that he or she has notified all sources of employees’ referrals (including unions, employment agencies, advertisements, Department of Employment) of the content of the anti-discrimination clause. (3) The Contractor shall file a basic compliance report, as required by the City. Willfully false statements made in such reports shall be punishable as provided by law. The compliance report shall also spell out the sources of the work force and who has the responsibility for determining whom to hire, or whether or not to hire. (4) Personally, or through his or her representatives, the Contractor shall, through negotiations with the unions with whom he or she has agreements, attempt to develop an agreement which will: a. Spell out responsibilities for nondiscrimination in hiring, referral, upgrading and training. b. Otherwise implement an affirmative anti-discrimination program in terms of the unions' specific areas of skill and geography to the end that qualified minority workers will be available and given and equal opportunity for employment. (5) The Contractor shall notify the City of opposition to the anti-discrimination clause by individuals, firms or organizations during the period of its pre-qualification. (h) The Contractor will include the provisions of the foregoing paragraphs 1 through 5 in every first tier subcontract so that such provisions will be binding upon each such subcontractor. (i) The "Fair Employment Practices Certification" must be completed and signed prior to the time of submitting the bid. Page 253 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 53 Spec. No. 20-07 Article IV. Parts of the Contract. That the complete contract consists of the following documents, all of which shall be considered a part of this agreement. 1. Notice to Bidders 2. Wage Rates 3. General Conditions 4. Technical Specifications 5. Proposal 6. Fair Employment Practices Certification 7. Agreement 8. Contract Bonds 9. Contract Drawings and Construction Details 10. Standard Drawings 11. Indemnification Agreement IN WITNESS WHEREOF, this contract being executed in duplicate and the parties having caused their names to be signed by authority of their duly authorized office this _____ day of _____________, 20____. CITY OF UKIAH, MENDOCINO COUNTY, CALIFORNIA By: ______________________________________________________________ CITY MANAGER, CITY OF UKIAH Attest: ______________________________________________________________ CITY CLERK, CITY OF UKIAH By: ______________________________________________________________ CONTRACTOR Attest: ______________________________________________________________ Title: ______________________________________________________________ The foregoing contract is approved as to form and legality this ______ day of ______________, 20 ____. __________________________________________________ CITY ATTORNEY, CITY OF UKIAH Page 254 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 54 Spec. No. 20-07 INDEMNIFICATION AGREEMENT This Indemnification Agreement is made and entered in Ukiah, California, on _________________, 20____, by and between the City of Ukiah (Ukiah) and ______________________________________ (Contractor). Contractor is _________________________________________________________________________________ ___________________________________________ for Ukiah. As a condition of issuing the work order, attached hereto, Ukiah requires assurance that Contractor will protect Ukiah from damage or damage claims which arise from its performance of the work. Accordingly, Contractor agrees as follows: 1. Indemnification. Contractor shall indemnify and hold harmless Ukiah and its officers, agents, and employees from and against any claim, loss, or damage, including the legal and other costs of defending against any claim of damage or loss which arises out of the Contractor’s negligent or wrongful performance under the work order attached hereto, except for claims, losses, or damages resulting from the sole and exclusive negligence or other wrongful conduct of Ukiah or its officers, agents and employees. CONTRACTOR BY: _______________________________________________ TITLE: _______________________________________________ Page 255 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 55 Spec. No. 20-07 CITY OF UKIAH Mendocino County, California FAITHFUL PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, That we the undersigned, ______________________________________________________________ __________________________________________________________________________________, AS PRINCIPAL, and __________________________________________________________________________________, AS SURETY, are held firmly bound unto THE CITY OF UKIAH, hereinafter called the “City”, in the penal sum of dollars ($____________________) for the payment of which sum we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally. WHEREAS, the Principal has entered into a certain Contract with the City, dated __________, 20_____, a copy of which is hereto attached and made a part hereof, NOW, THEREFORE, the condition of this obligation is such that if the Principal shall in all respects fully perform the Contract and all duly authorized modifications thereof, during its original term and any extensions thereof that may be granted and during any guaranty period for which the Contract provides, and if the Principal shall fully satisfy all claims, arising out of the prosecution of the work under the Contract and shall fully indemnify the City for all expenses which it may incur by reason of such claims, including its attorney's fees and court costs, and if the Principal shall make full payment to all persons supplying labor, services, materials, or equipm ent in the prosecution of the work under the Contract, in default of which such persons shall have a direct right of action hereupon; and if the Principal shall pay or cause to be paid all sales and use taxes payable as a result of the performance of the Contract as well as payment of gasoline and special motor fuels taxes in the performance of the Contract and all motor vehicle fees required for commercial motor vehicles used in connection with the performance of the Contract, then this obligation shall be void; otherwise, it shall remain in full force and effect. No modification of the Contract or extension of the term thereof, nor any forbearance on the part of the City shall in any way release the Principal or the Surety from liability hereunder. Notice to the Surety of any such modification, extension, or forbearance is hereby waived. IN WITNESS WHEREOF, the aforesaid Principal and Surety have executed this instrument and affixed their seals hereto, this ________ day of _______________,20_______. In the presence of: WITNESS: _________________________________ ________________________________(SEAL) (Individual Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) Page 256 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 56 Spec. No. 20-07 WITNESS: ____________________________________ ______________________________(SEAL) (Corporate Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ________________________________ (Corporate Principal) Affix Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ____________________________ ________________________________ Affix (Corporate Surety) Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) The rate of premium on this bond is $___________________________ per thousand. The total amount of premium charges is $____________________________.. (The above is to be filled in by Surety Company). (Power of Attorney of person signing for Surety Company must be attached). (CERTIFICATE AS TO CORPORATE PRINCIPAL) I,_________________________________________, certify that I am the ______________________________ Secretary of the corporation named as Principal in the foregoing bond; that _______________________________________, who signed the said bond on behalf of the Principal, was then ____________________________________________ of said corporation; that I know his signature, and that his signature thereto is genuine; and that said bond was duly signed, sealed, and attested to for and in behalf of said corporation by authority of its governing body. ____________________________________________ Affix Corporate Seal Page 257 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 57 Spec. No. 20-07 CITY OF UKIAH Mendocino County, California MATERIAL AND LABOR BOND KNOW ALL MEN BY THESE PRESENTS, That we the undersigned, ______________________________________________________ __________________________________________________________________________, AS PRINCIPAL, and __________________________________________________________________________ __________________________________________________________________________, AS SURETY, are held firmly bound unto THE CITY OF UKIAH, hereinafter called the “City” in the penal sum of dollars ($____________________) for the payment of which sum we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally. WHEREAS, the Principal has entered into a certain Contract with the City, dated _________________, 20_____, a copy of which is hereto attached and made a part hereof, NOW, THEREFORE, the condition of this obligation is such that if the Principal shall in all respects fully perform the Contract and all duly authorized modifications thereof, during its original term and any extensions thereof that may be granted and during any guaranty period for which the Contract provides, and if the Principal shall fully satisfy all claims, arising out of the prosecution of the work under the Contract and shall fully indemnify the City for all expenses which it may incur by reason of such claims, including its attorney's fees and court costs, and if the Principal shall make full payment to all persons supplying labor, services, materials, or equipment in the prosecution of the work under the Contract, in default of which such persons shall have a direct right of action hereupon; and if the Principal shall pay or cause to be paid all sales and use taxes payable as a result of the performance of the Contract as well as payment of gasoline and special motor fuels taxes in the performance of the Contract and all motor vehicle fees required for commercial motor vehicles used in connection with the performance of the Contract, then this obligation shall be void; otherwise, it shall remain in full force and effect. No modification of the Contract or extension of the term thereof, nor any forbearance on the part of the City shall in any way release the Principal or the Surety from liability hereunder. Notice to the Surety of any such modi fication, extension, or forbearance is hereby waived. IN WITNESS WHEREOF, the aforesaid Principal and Surety have executed this instrument and affixed their seals hereto, this ________ day of _______________,20_______. In the presence of: WITNESS: ____________________________________ ________________________________(SEAL) (Individual Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) Page 258 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 58 Spec. No. 20-07 WITNESS: ____________________________________ ______________________________(SEAL) (Corporate Principal) ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ________________________________ (Corporate Principal) Affix Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) ATTEST: ____________________________ ________________________________ Affix (Corporate Surety) Corporate Seal ___________________________________ (Business Address) ___________________________________ (City/State/Zip Code) The rate of premium on this bond is $___________________________ per thousand. The total amount of premium charges is $____________________________.. (The above is to be filled in by Surety Company). (Power of Attorney of person signing for Surety Company must be attached). (CERTIFICATE AS TO CORPORATE PRINCIPAL) I,_________________________________________, certify that I am the ______________________________ Secretary of the corporation named as Principal in the foregoing bond; that _______________________________________, who signed the said bond on behalf of the Principal, was then ____________________________________________ of said corporation; that I know his signature, and that his signature thereto is genuine; and that said bond was duly signed, sealed, and attested to for and in behalf of said corporation by authority of its governing body. ____________________________________________ Affix Corporate Seal Page 259 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 59 Spec. No. 20-07 DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND 1. Individual sureties, partnerships, or corporations not in the surety business will not be acceptable. 2. The name of the Principal shall be shown exactly as it appears in the Contract. 3. The penal sum shall not be less than required by the Specifications. 4. If the Principals are partners or joint venturers, each member shall execute the bond as an individual and state his place of residence. 5. If the Principal is a corporation, the bond shall be executed under its corporate seal. If the corporation has no corporate seal, it shall so state and affix a scroll or adhesive seal following the corporate name. 6. The official character and authority of the person(s) executing the bond for the Principal, if a corporation, shall be certified by the Secretary or Assistant Secretary thereof under the corporate seal, or copies attached to such records of the corporation as will evidence the official character and authority of the officer signing, duly certified by the Secretary or Assistant Secretary, under the corporate seal, to be true copies. 7. The current power-of-attorney of the person signing for the surety company must be attached to the bond. 8. The date of the bond must not be prior to the date of the Contract. 9. The following information must be placed on the bond by the surety company: a. The rate of premium in dollars per thousand; and b. The total dollar amount of premium charged. 10. The signature of a witness shall appear in the appropriate place attending to the signature of each party of the bond. 11. Type or print the name underneath each signature appearing on the bond. 12. An executed copy of the bond must be attached to each copy of the Contract (original counterpart) intended for signing. Page 260 of 658 TODD GROVE PARK ELECTRIC SERVICE UPGRADE 60 Spec. No. 20-07 CITY OF UKIAH Mendocino County, California DEFECTIVE MATERIAL AND WORKMANSHIP (MAINTENANCE) BOND KNOW ALL MEN BY THESE PRESENTS, That we, _____________________________________________________________________ __________________________________________________________________, as PRINCIPAL and__________________________________________________________________________ ___________________________________________________________________, as SURETY, are held and firmly bound unto the City of Ukiah as Obligee, in the penal sum of ___________________________________________________________________________________ _________________________________________________________($____________________), (5 PERCENT OF THE FINAL CONTRACT AMOUNT) to which payment well and truly to be made, we do bind ourselves, our and each of our heirs, executors, administrators successors and assigns jointly and severally, firmly by these presents. WHEREAS, the said Principal entered into a Contract with the City of Ukiah dated_________________________ for _________________________________________________________________________________ ____________________________________________________________________________________ WHEREAS, said Contract has been completed, and was approved on the ______ day of ___________, _________, NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall guarantee that the work will be free of any defective materials or workmanship which become apparent during the period of one (1) year following completion of the Contract, then this obligation shall be void, otherwise to remain in full force and effect, provided however, any additional warranty or guarantee whether expressed or implied is extended by the Principal or Manufacturer only, and the surety assumes no liability for such a guarantee. Signed, sealed, and dated this __________ day of ____________, 20_____. __________________________________________________(Seal) BY:_______________________________________________(Seal) __________________________________________________(Seal) Principal __________________________________________________(Seal) BY:_______________________________________________(Seal) __________________________________________________(Seal) Surety Page 261 of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age 262 of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age 263 of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age 264 of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age 265 of 658 EIC P . & E. G . U T I L AC VT B L E I L L C S TITY I E B P F A C I W.O. GRID SCALE DWG. No. SHEET of - 9 1 2 TITLE:APPROVED BY: AS BUILT 1904 NONE No.DSG. BYREVISIONS APPDCKDBY DATE DRAWN CHECKED ELECTRIC UTILITY DEPARTMENT DESIGNED DATE TODD GROVE PARK ELECTRIC SERVICE UPGRADE A. CONTRACTOR TO FURNISH AND/OR INSTALL: 1. All trenching, backfill, compaction and boring per City specifications. 2. Clean sand shall be used to backfill to a minimum of 3 in. above conduit(s) when a single layer of conduit is placed. Slurry cement per Caltrans Specification 19.3.02E shall be used when more than one conduit layer is present or conduits are placed in spacers. 3. All conduit, see Conduit Table A. 4. Remove and replace existing asphalt concrete and sidewalk as required to install conduits and related equipment. Sidewalk that is to be removed must be cut at score lines. 5. Prove and install pull line (Mule Tape - 2500 lbs., 3 4" polyester) in all conduit. 6. Exact grade and location for: ·All pad-mounted Equipment ·Primary vaults, pedestals and box pads 7. Padmount transformer box pad (installation only). Padmount transformer box pad to be installed per City of Ukiah Specification 922 5402 & 317 2425(4). 8. Service Pedestal (PED-1 & 2) foundation per manufacturer's requirements. 9. Service Pedestal (PED-1 & 2) (installation only). Ground rod and ground wire per NEC. 10. Grounding per Electrical Construction Standard 314 1008 at each transformer pad, service pedestal and each location otherwise noted on plans. B. CITY OF UKIAH TO SUPPLY THE FOLLOWING MATERIALS AND SERVICES: 1. Inspection of all electrical substructures prior to backfill. 2. Padmount transformer box pad(s) (material only). 3. Primary pull box (material only). 4. Service pedestal(s) (material only). CONSTRUCTION RESPONSIBILITIES CONSTRUCTION NOTES: a. Electrical substructures (conduit, grounding) shall be inspected by the UEUD for proper installation prior to backfill of any excavation. You may call the UEUD at (707) 467-5775 to schedule inspection. The Contractor shall notify the UEUD 48 hours in advance of any inspection to be performed outside of the normal workday (Monday through Thursday). Contractor shall pay all overtime premiums associated with inspections outside of the normal workday. b. Contractor to be responsible for condition of all substructures (for exampl, trench settlement, damaged substructures, etc.) until one year after the date of completion of project. c. Contractor shall do no excavating until all utility agencies have been given the opportunity to mark their facilities in the field. d. Contractor shall pothole all underground utilities locations to determine exact depth prior to trenching. e. All landscape shall be returned to its original condition. f. No lane closures permitted during the PM peak hours - 4:30 PM to 5:30 AM. g. Existing utilities are shown in approximate locations based on available records. Service laterals are not indicated. However it is the Contractor's responsibility to determine actual vertical and horizontal alignments of any and all utilities in the vicinity of the work area prior to any work being performed and shall adjust the depth of the new utilities to clear as directed by the Engineer. The City of Ukiah and the Engineer assume no responsibility for underground obstructions that may be encountered. h. Any damages to City or other utilities caused by project operations shall be the contractor's responsibility. i. Caution shall be exercised when digging within the dripline of any tree. Roots larger than 2 inches shall not be cut without permission from the Engineer. In the event that a tree root larger than 2 inches needs to be removed, the root pruning shall be performed by a City approved licensed arborist only. Contact the city Public Works Department for a list of approved arborists. j. Contractor shall protect and preserve City survey monuments. If not possible contractor shall coordinate 10 days in advance with City of Ukiah for referencing of existing monuments prior to work in the area. If monument(s) are disturbed contractor shall reconstruct per City Standards. k. Contractor shall notify all business owners within the construction zone of proposed work schedule at the start of project. l. Contractor shall notify all business owners 48 hours in advance of any construction or disruption of traffic flow impacting the property and any driveway closures. m. Contractor shall replace curb and gutter at contractor’s expense where excavation disturbs supporting soil under the curb and gutter per special provisions. n. Contractor shall remove and replace sidewalk and concrete planter strips to the nearest transverse score mark on both sides as required by the Engineer for conduit installations. The cost of concrete removal and replacement for utility installations shall be considered included in the various utility items of work. o. All trenches shall be backfilled and compacted per City Specifications. p. Trench depth and location may have to be adjusted slightly in the field to avoid existing facilities. q. All conduit shall be proved in a manner acceptable to the UEUD. Conduit shall be free of dirt, rocks or other obstructions which could prevent, hinder or harm the installation of electric cable. r. Maximum deflection of a 20' section of conduit shall be 5” unless pre-made bends are used. s. Standard interlocking conduit spacers that provide a separation of 2" (min) between conduit shall be used, where specified. Spacers shall be spaced 5' apart (max.) or where conduit transitions are made. t. Mule Tape shall be installed in all conduits (electric, phone & cable). The open end of all conduits must be protected in a manner that prohibits dirt or debris from entering. u. The ends of all stub conduits shall be securely capped. Below ground at capped location, one Greenlee Unimarker electronic marking device shall be placed for each type of conduit using the uniform color code. v. The City of Ukiah Electric Utility Department will assist the contractor with the installation of all conduit into energized equipment (vaults, pads or boxes). Customer service outage time should be held to a minimum and shall not exceed one working day. TRENCH SPECIFICATIONS 1) CONFORM TO THESE SPECIFICATIONS AND REQUIREMENTS OF THE CITY ENGINEER. 2) COMPACTION: CONFORM TO SECTION 19-5, "COMPACTION" OF CALTRANS STANDARD SPECIFICATIONS, THESE PLANS, AND REQUIREMENTS OF THE CITY ENGINEER. CONTRACTOR TO PROVIDE INDEPENDENT MATERIALS AND COMPACTION TESTING. 3) AGGREGATE SUBBASE: CLASS 3. CONFORM TO SECTION 25, "AGGREGATE SUBBASES", OF CALTRANS STANDARD SPECIFICATIONS. SUBJECT TO CITY ENGINEER'S INSPECTION AND APPROVAL, REUSE EXITING SURFACING AND AGGREGATE BASE. CRUSH A.C. PAVEMENT FOR REUSE AS REQUIRED. IF EXISTING MATERIAL IS INSUFFICIENT IN QUALITY OR QUANTITY USE CLASS 2 AGGREGATE SUBBASE. 4) AGGREGATE BASE: CLASS 2, CONFORM TO SECTION 26, "AGGREGATE BASES", OF CALTRANS STANDARD SPECIFICATIONS. 5) ASPHALT CONCRETE: TYPE B. CONFORM TO SECTION 39, "ASPHALT CONCRETE", OF CALTRANS STANDARD SPECIFICATIONS. 6) FOG SEAL COAT: CONFORM TO SECTION 37, "BITUMINOUS SEALS", OF CALTRANS STANDARD SPECIFICATIONS. 7) CONCRETE: CLASS B. CONFORM TO SECTION 90, "PORTLAND CEMENT CONCRETE", OF CALTRANS STANDARD SPECIFICATIONS. 8) TRAFFIC STRIPES: CONFORM TO SECTION 84, "TRAFFIC STRIPES AND PAVEMENT MARKINGS", OF CALTRANS STANDARD SPECIFICATIONS. 9) ANY SIDEWALK REMOVAL AND REPLACEMENT SHALL BE DONE TO SCORE LINES. 12" TACK EDGES WITH RS-1 FINISHED GRADE TYPE B 1/2" ASPHALTIC CONCRETE COMPACTION HAND & MECHANICAL TAMPING IN 8" LIFTS TO 95% RELATIVE COMPACTION 90% RELATIVE COMPACTION NO JETTING PIPE BEDDING SAND FILL MIN 3" ABOVE ALL CONDUIT(S), MULTI-LEVEL CONDUITS ARE REQUIRED TO BE SLURRED WITH 2 SACK SLURRY. 6"6" VERTICAL SAWCUT CL. 2 AB TO MATCH EXISTING OR 12" WHICHEVER IS GREATER STRUCTURAL BACKFILL IN ROADWAY MUST MEET SIEVE REQUIREMENTS - PER STD. DETAILL #220 4" CROWN NATIVE MATERIAL 1/4" PER FOOT 3" 4" CONCRETE IF CURB & SIDEWALK ARE POURED MONOLITHIC 3" AGGREGATE BASE (CLASS 2) PAVEMENT THICKNESS SHALL BE THE THICKNESS OF THE EXISTING PAVEMENT PLUS 1" OR 3" TOTAL THICKNESS, WHICHEVER IS GREATER TRENCH DETAIL 4' min. E CONDUIT TABLE A Size Electric Cable TV Phone Co n d u i t i n T r e n c h 1 Mi n i m u m Ra d i u s 9 0 ° El b o w s 1"18"18"- 2"24"24"24" 3"36"24"- 4"36"-24" 6"48"-- Conduit Type All PVC 40 2 PVC 40 PVC 40 Fittings Type All TC-3 Long Line Couplings Standards All NEMA TC-2 UL 651 UL 514B Color All Gray White Gray or White Marking All "CATV" Every 5' St r e e t l i g h t Bo r i n g Co n d u i t 3 Conduit Type 1"HDPE Smoothwall Sch 40 N/A N/A Standards All NEMA TC 7 ANSI D1248 N/A N/A Color All Gray N/A N/A 1. Conduits shall be joined using a medium body, clear, electrical conduit PVC solvent cement approved by the UEUD. 2. Risers locations to be schedule 80 elbows and conduit. Conduit shall be stubbed 6" above ground level and mounted per spec 311 2007. 3. Conduit shall be installed by horizontal directional drilling (boring). Conduit shall be equipped with SILICORE® inner lining or approved equivalent system for ease of installing conductor. Conduit shall be continuous - couplings or joints are not permitted except couplings may be used immediately adjacent to streetlight foundations, junction boxes and /or power sources for connection of a schedule 40 elbow to the HDPE conduit. Couplings shall be of the compression type. TODD GROVE PARK ELECTRIC SERVICE UPGRADEAMS11/29/19 AMS APPENDIX "A" Page 266 of 658 14M 08C L B H S 0 1 08CLBH S 0 2 08CLBH S 0 3 08CLBHS05 CL U B H O U S E D R . L I V E O A K D R . 08LVOAK03 08LVOA K 0 2 AC1445 15 CP T1698 75 CA 8-01 6 5 5 6 3 3 (E) OH PRI LIN E ( E ) O H P R I L I N E PPB PPB-1 (E) ±26" HIGH STONE WALL 6 7 5 (E) UG PRIMARY A BORE 1-4" CONDUIT FROM PPB-1 TO NEW PM XFMR 8-N1 IN A MEANDERING DIRECTION. BORE SHALL BE OUTSIDE THE DRIP LINE OF THE PARK TREES.(E) U G S V C XFMR - 1Ø 8-NEW1 L I V E O A K D R . (E) ±26" HIGH STONE WALL 08LV O A K 0 1 8" W CL U B H O U S E D R . 847 845 DORA AVE. B ( N ) B O R E 4 " C O N D U I T (N) B O R E 4 " C O N D U I T PED-1 (N) BORE 3" CONDUIT. STUB FOR FUTURE (APPROX 75') PED-2 OH SECONDARY (ALL DIRECTIONS) & POLE TO BE REMOVED POLE TO BE REMOVED TRANSFORMER AND OH PRIMARY TO BE REMOVED. TOP POLE AT SECONDARY LEVEL. 3" CONDUIT BORE 3" CONDUIT BORE 1-3" CONDUIT STUB FOR FUTURE (APPROX 10') 59" 18" 3" MIN. SAND FILL ABOVE CONDUITS 1-3" ELEC SEC CONDUIT FROM PM TRANS T1698 (8-01) TO POLE 08LVOAK02 BACKFILL NATIVE SOIL TO 85% COMPACTION 1-4" PRI CONDUIT FROM PM TRANS T1698 (8-01) TO PPB-1 08CLBH S 0 3 TRANS 8-NEW1 INSTA..ATI1N &ETAI. 1"=8' CL U B H O U S E D R . (E) PICNIC TABLE (E) SIGN TO BE RELOCATED 24' 5' min. (E) ±26" HIGH STONE WALL TRANSFORMER BOX PAD PER SPEC 922 5404 4" C. TO PPB-1 3" C. TO 08CLBHS05 3" C. TO PED-2 3" C. STUB TO STAGE 3" C. TO PED-1 3" C. EAST STUB PED-1 NOTE: EXACT LOCATION OF TRANSFORMER BOX PAD TO BE STAKED PRIOR TO CONSTRUCTION. 18" 3" MIN. SAND FILL ABOVE CONDUITS 1-3" ELEC SEC CONDUIT FROM PM TRANS 8-NEW1 TO PED-1 BACKFILL NATIVE SOIL TO 85% COMPACTION 48" NOT TO SCALE. THEN DRAWING IS NOT MEASURE 1" IF THIS BAR DOES 0 1"1/2" EIC P . & E. G . U T I L AC VT B L E I L L C S TITY I E B P F A C I W.O. GRID SCALE DWG. No. SHEET of - 8 2 2 TITLE:APPROVED BY: DATE DESIGNED ELECTRIC UTILITY DEPARTMENT 1904 1" = 20' CHECKED AS BUILT No.DSG. BYREVISIONS APPDCKDBY Drawing name: C:\Users\algof\OneDrive\Documents\AutoCAD Files\City of Ukiah\Ukiah Valley Golf Course\Ukiah Golf Upgrade Project.dwg Plotted on: Dec 31, 2019 - 12:22pm DATE DRAWN RISER .1CATI1N POLE 08LVOAK02 NTS TODD GROVE PARK ELECTRIC SERVICE UPGRADEAMS11/29/19 AMS PRI/AR; C1N&UIT &IA)RA/ NTS TRANS 8-01 1- 4 " P R I PPB-1 TRANS 8-NEW1 1-4" PRI 1-4" P R I SEC1N&AR; C1N&UIT .A;1UT NTS L I V E O A K D R CL U B H O U S E D R RISER .1CATI1N POLE 08CLBHS05 NTS S-PED-2 TRANS 8-01 1- 3 " S E C TRANS 8-NEW1 1-3" SEC STUB L I V E O A K D R CL U B H O U S E D R 08LV O A K 0 2 1- 3 " S E C S-PED-1 1-3 " S E C S T U B 1- 3 " S E C 08LV O A K 0 2 1-3" S E C R I S E R 130' 150' 234' APPENDIX "A" Page 267 of 658 APPENDIX “B” UTILITY CONSTRUCTION STANDARDS 314 1008 EQUIPMENT GROUNDING 317 2426-4 TRANSFORMER BOX PAD INSTALLATION 922 5402 PEDESTAL BOX PAD Page 268 of 658 &TCYKPIPCOG%>7UGTU>#N>&QEWOGPVU>#WVQ%#&(KNGU>%KV[QH7MKCJ>7MKCJ1*7)'PI5RGEU>7PFGTITQWPF5RGE>'SWKROGPV)TQWPFKPIFYI2NQVVGF1EVÄCO Page 269 of 658 &TCYKPIPCOG%>7UGTU>#N>&QEWOGPVU>#WVQ%#&(KNGU>%KV[QH7MKCJ>7MKCJ1*7)'PI5RGEU>7PFGTITQWPF5RGE>2CFOQWPV5YKVEJ$QZ2CF.QECVKQP&GVCKNÄFYI2NQVVGF1EVÄCO Page 270 of 658 Page 271 of 658 Attachment 2 Please return to: CITY OF UKIAH 300 Seminary Avenue Ukiah, California 95482-5400 (707) 463-6200 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN: 1. That the project described as: Todd Grove Park Electric Service Upgrade 2. That the nature of the work: Installation of Electrical Infrastructure at Bush Street & Low Gap Rd. Specification No. 20-07. 3. That on the 24th day of July, 2020, the Contract work for this project was actually completed. 4. That the name and address of the Contractor is Wipf Construction, LLC., P.O. Box 234, Ukiah, CA 95482. 5. That the property location of work performed herein referred to is situated in the County of Mendocino, State of California, and is described as follows: 600 Live Oak Ave., Ukiah, CA 95482 I hereby certify under penalty of perjury that the forgoing is true and correct: City Council Approval CITY OF UKIAH, a Municipal Corporation _________________ By: __________ Date Kristine Lawler, City Clerk Date State of California County of Mendocino Page 272 of 658 Page 1 of 2 Agenda Item No: 7.f. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-515 AGENDA SUMMARY REPORT SUBJECT: Notification to City Council of the Purchase of Utility Grade Aerial Infrared Thermal Survey Equipment in the Amount of $24,560.02 (EUD) DEPARTMENT: Electric Utility PREPARED BY: Diann Lucchetti, Administrative Secretary PRESENTER: Consent Calendar ATTACHMENTS: 1. P.O. #46787-Aerial Infrared Thermal Survey Equipt. Summary: Council will receive a report on the purchase of utility grade Aerial Infrared Thermal Survey equipment to inspect overhead electrical connections and to improve pole-top inspections. Background: Pursuant to the requirements of Section 1522 of Ukiah's Municipal Code, staff is reporting to City Council the purchase of utility grade Aerial Infrared Thermal Survey equipment in the amount of $24,560.02. Discussion: Over the last few years, the Electric Utility Department has developed an Infrared Inspection Program that has been highly successful. Using a handheld infrared camera, electric crews have identified and repaired critical system connections and equipment in eminent failure mode due to overheating. This preemptive work and associated repairs have avoided customers being without power due to equipment failure. This aerial system will enhance the department's ability to perform detailed inspections of connections and pole mounted equipment which is not practical using hand held infrared cameras. This purchase will result in improved efficiency of personnel and improved accuracy of the inspection. The Purchase Order (#46787) has been attached for your review. (Attachment 1) Recommended Action: Receive report on the purchase of utility grade Ariel Infrared Thermal Survey Equipment in the amount of $24,560.02 BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: $45,000; 80026110.54100 PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: #46787 COORDINATED WITH: Mary Horger, Financial Services Manager, Seth Strader, Buyer Page 273 of 658 Page 2 of 2 Page 274 of 658 Attachment 1 Page 275 of 658 Page 1 of 2 Agenda Item No: 7.g. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-295 AGENDA SUMMARY REPORT SUBJECT: Award of Contract to Pavement Coatings Company in the Amount of $330,494 for the 2020 Slurry Seal of Local Streets and Approval of Corresponding Budget Amendment. DEPARTMENT: Public Works PREPARED BY: Daniel Flores, Engineer Technician PRESENTER: Consent Calendar ATTACHMENTS: 1. Bid Results Spec 20-01 Slurry Seal 2. Apparent Low Bid Summary: Award of Contract to Pavement Coatings Company in the Amount of $330,494 for the 2020 Slurry Seal of Local Streets and Approval of Corresponding Budget Amendment. Background: On March 4, 2020 Council approved the Plans and Specifications for the 2020 Slurry Seal of Local Streets Project, Specification No. 20-01 and authorized staff to request bids. The proposed project will rehabilitate pavement with slurry seal of various local Ukiah streets, areas at the Ukiah Regional Airport, and the Anton Stadium parking lot. The engineer's estimate, for construction contract items for this project was $401,744.25. Discussion: Bids were received until Wednesday, August 12, 2020 at which time seven bids were received. The bid tabulation is included as Attachment #1. The lowest responsible bidder was Pavement Coatings Company of Sacramento, CA, with a bid in the amount of $330,494. A copy of their bid is provided for as Attachment #2. It is therefore Staff's recommendation to award the bid to Pavement Coatings Company. Recommended Action: Award of contract to Pavement Coatings Company in the amount of $330,494 for the 2020 Slurry Seal of Local Streets and Approval of Corresponding Budget Amendment. BUDGET AMENDMENT REQUIRED: Yes CURRENT BUDGET AMOUNT: Measure Y- 12024200.80230.18151: $400,000, Airport- 77725200.56600.18151: $0 PROPOSED BUDGET AMOUNT: Airport 77725200.56600.18151: $19,057.04 FINANCING SOURCE: Measure Y and Airport PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Tim Eriksen, Director of Public Works/ City Engineer; Seth Strader, Buyer Page 276 of 658 Page 2 of 2 Page 277 of 658 Item #Item Code Item Description Quantity Unit of Measure Unit Price Item Total Unit Price Item Total Unit Price Item Total Unit Price Item Total Unit Price Item Total Unit Price Item Total Unit Price Item Total 1 TRAFFIC CONTROL 1 LS $42,000.77 $42,000.77 $29,171.49 $29,171.49 $22,500.00 $22,500.00 $9,000.00 $9,000.00 $95,367.18 $95,367.18 $29,720.00 $29,720.00 $30,450.00 $30,450.00 2 SLURRY SEAL 152195 SY $1.54 $234,380.30 $1.75 $266,341.25 $1.89 $287,648.55 $2.48 $377,443.60 $2.00 $304,390.00 $2.60 $395,707.00 $2.72 $413,970.40 3 SOLID YELLOW 4&QUOT; TRAFFIC STRIPE 1753 LF $0.39 $683.67 $0.35 $613.55 $0.33 $578.49 $0.33 $578.49 $1.00 $1,753.00 $0.36 $631.08 $0.35 $613.55 4 SOLID DOUBLE YELLOW 4&QUOT; TRAFFIC 849 LF $0.84 $713.16 $0.75 $636.75 $0.70 $594.30 $0.70 $594.30 $2.00 $1,698.00 $0.76 $645.24 $0.74 $628.26 5 BROKEN WHITE 4&QUOT; TRAFFIC STRIPE 717 LF $0.26 $186.42 $0.24 $172.08 $0.22 $157.74 $0.22 $157.74 $0.86 $616.62 $0.24 $172.08 $0.23 $164.91 6 BROKEN YELLOW 4&QUOT; TRAFFIC STRIPE 6382 LF $0.26 $1,659.32 $0.24 $1,531.68 $0.22 $1,404.04 $0.22 $1,404.04 $0.85 $5,424.70 $0.24 $1,531.68 $0.23 $1,467.86 7 BIKE LANE 4&QUOT; WHITE TRAFFIC STRIPE 5430 LF $0.36 $1,954.80 $0.32 $1,737.60 $0.30 $1,629.00 $0.30 $1,629.00 $1.00 $5,430.00 $0.32 $1,737.60 $0.32 $1,737.60 8 BIKE LANE 6&QUOT; WHITE TRAFFIC STRIPE 5313 LF $0.54 $2,869.02 $0.48 $2,550.24 $0.45 $2,390.85 $0.45 $2,390.85 $1.50 $7,969.50 $0.50 $2,656.50 $0.47 $2,497.11 9 THERMOPLASTIC WHITE CROSSWALK 1172 LF $5.38 $6,305.36 $4.82 $5,649.04 $4.50 $5,274.00 $4.50 $5,274.00 $4.00 $4,688.00 $4.90 $5,742.80 $4.73 $5,543.56 10 THERMOPLASTIC YELLOW CROSSWALK 1268 LF $5.38 $6,821.84 $4.82 $6,111.76 $4.50 $5,706.00 $4.50 $5,706.00 $4.00 $5,072.00 $4.90 $6,213.20 $4.73 $5,997.64 11 THERMOPLASTIC LADDER CROSSWALK (Y/W)2519 SF $5.38 $13,552.22 $4.82 $12,141.58 $4.50 $11,335.50 $4.50 $11,335.50 $4.00 $10,076.00 $4.90 $12,343.10 $4.73 $11,914.87 12 THERMOPLASTIC STOP BAR 619 LF $5.38 $3,330.22 $4.82 $2,983.58 $4.50 $2,785.50 $4.50 $2,785.50 $4.00 $2,476.00 $4.90 $3,033.10 $4.73 $2,927.87 13 THERMOPLASTIC PAVEMENT MARKINGS 1 LS $1,434.00 $1,434.00 $2,284.00 $2,284.00 $1,200.00 $1,200.00 $3,700.00 $3,700.00 $1,500.00 $1,500.00 $1,300.00 $1,300.00 $1,260.00 $1,260.00 14 PAVEMENT MARKINGS 1 LS $12,129.25 $12,129.25 $11,860.50 $11,860.50 $10,150.00 $10,150.00 $12,650.00 $12,650.00 $11,500.00 $11,500.00 $10,965.00 $10,965.00 $10,650.00 $10,650.00 15 PAVEMENT MARKERS 1 LS $2,473.65 $2,473.65 $3,214.90 $3,214.90 $2,070.00 $2,070.00 $2,070.00 $2,070.00 $3,500.00 $3,500.00 $1,150.00 $1,150.00 $2,175.00 $2,175.00 $330,494.00 $347,000.00 $355,423.97 $436,719.02 $461,461.00 $473,548.38 $491,998.63 $330,494.00 $347,000.00 $355,423.97 $436,719.02 $461,461.00 $473,548.38 $491,998.63 Chrisp Company 1805 East Beamer Road Woodland, CA 95776 Sierra Traffic Markings Inc. 9725 Del Road Suite B Roseville, CA 95747 Sierra Traffic Markings Inc. 9725 Del Road Suite B Roseville, CA 95747 Sierra Traffic Markings Inc. 9725 Del Road Suite B Roseville, CA 95747 Sierra Traffic Markings Inc. 9725 Del Road Suite B Roseville, CA 95747 Sierra Traffic Markings Inc. 9725 Del Road Suite B Roseville, CA 95747 Sierra Traffic Markings Inc. 9725 Del Road Suite B Roseville, CA 95747 Bid List Total Total Bid Amount Listed Subs Base Bid US US Bid Status:Valid Bid Status:Under Review Bid Status:Under Review Bid Status:Under Review Bid Status:Under Review Bid Status:Under Review Bid Status:Under Review US US US US 9390 Elder Creek Rd 1012 11th Street Ste1000 Sacramento, CA 95838 West Sacramento, CA 95691 CA, CA 95126 Hayward , CA 94545 Reno, NV 89502 Sacramento, CA 95829 Modesto, CA 95354 2150 Bell Avenue Suite 125 3785 Channel Dr 860 LONUS ST 24200 Clawiter Road 1120 Terminal Way Reno SLURRY SEAL OF LOCAL STREETS SPEC 20-01 Owner:City of Ukiah Bid Opening:2020-08-12 * marks an allowance Pavement Coatings Co.VSS International Inc.GRAHAM CONTRACTORS American Asphalt Repair & Resurfacing Co., Inc.Intermountain Slurry Seal, Inc.Dryco Construction American Pavement Systems Inc. Attachement 1 Page 278 of 658 ATTACHMENT 2 Page 279 of 658 Page 280 of 658 Page 281 of 658 Page 282 of 658 Page 283 of 658 Page 284 of 658 Page 285 of 658 Page 286 of 658 Page 287 of 658 Page 288 of 658 Page 289 of 658 Page 290 of 658 Page 291 of 658 Page 292 of 658 Page 293 of 658 Page 294 of 658 Page 295 of 658 Page 296 of 658 Page 297 of 658 Page 298 of 658 Page 299 of 658 Page 300 of 658 Page 301 of 658 Page 302 of 658 Page 1 of 2 Agenda Item No: 7.h. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-522 AGENDA SUMMARY REPORT SUBJECT: Award of Contract to DC Electric Group, Inc. in the Amount of $29,895 Plus Applicable Sales Tax for the Replacement of the Traffic Signal Video Detection System at the Intersection of East Perkins Street and North Orchard Avenue. DEPARTMENT: Public Works PREPARED BY: Jarod Thiele, Public Works Management Analyst PRESENTER: Consent Calendar ATTACHMENTS: 1. DC Electric Quote Summary: Council will considering awarding a contract to DC Electric Group, Inc. in the amount of $29,895 plus applicable sales tax for the replacement of the Traffic Signal Video Detection System at the intersection of East Perkins Street and North Orchard Avenue. Background: During the last few months, the Traffic Signal at the intersection of East Perkins Street and North Orchard Avenue has been experiencing multiple interruptions daily. Attempts have been made by city staff as well as the City's Traffic Control Contractor to troubleshoot the causes of the continued interruptions. Discussion: It was finally determined that the existing Traffic Signal Video Detection System has failed. The component in the system that has failed is the camera that detects traffic movements and then sends a signal to the controller cabinet which changes the lights accordingly. This failure was resulting in significant traffic backups at this intersection. As this is a major intersection in Ukiah with traffic patterns varying throughout the day, a camera based traffic signal system is the recommended option for controlling traffic movements. Staff requested a quote (Attachment 1) from DC Electric Group, Inc. (DC) for the removal of the existing video detection system and the installation of a new system more suited for this intersection. The installation will involve replacing the single camera with four new cameras as well as cabinet components to make the new system operational and more effective for traffic. Staff is requesting approval of a contract with DC in the amount of $29,895 plus applicable sales tax for this work. Recommended Action: Award of Contract to DC Electric Group, Inc. in the amount of $29,895 plus applicable sales tax for the replacement of the Traffic Signal Video Detection System at the intersection of East Perkins Street and North Orchard Avenue. BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: 50024214.52100- $60,000 PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: Traffic Signal Fund PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Tim Eriksen, Director of Public Works/City Engineer Page 303 of 658 Page 2 of 2 Page 304 of 658 DC Electric Group, Inc., 605 W. Sierra Ave, Cotati, CA 94931 t: (707) 992-0141 f: (888) 525-8419 Lic. #949934 DIR #1000003395 SBE #1748848 July 31, 2020 City of Ukiah Attn: Jarod Thiele via email: jthiele@cityofukiah.com Public Works Management Analyst 300 Seminary Avenue Ukiah, CA 95482-5400 Job Name: Four (4) Camera Video Detection System Installation Job Location: S. Orchard Ave & E. Perkins St, Ukiah, CA Dear Jarod, Per your request, we offer to perform the following work based on our standard terms and conditions: •Establish temporary traffic control. •Furnish and install a new four (4) camera Vantage NEXT™ video detection system at the subject intersection. •Furnish and install the necessary cable through existing conduits and mount the cameras on the signal mast arm (SMA) on 6-ft Pelco risers for each approach, as recommended by manufacturer. •Install all necessary mounting hardware, cabinet components, and program the cameras for proper operation (vehicles and bicyclists), including advanced detection where feasible. Labor, Material, & Equipment… $29,895.00 NOTE: This price includes removal of existing failing Gridsmart video detection system; all existing equipment shall be delivered to City of Ukiah. This price assumes all conduits are in-tact, accessible, and capable of accepting the new video cable(s) without removal/replacement/repair of existing conductors or conduit. Standard lead-time on the video detection systems is 4-6 weeks from receipt of Notice to Proceed from the City of Ukiah. All other material in stock with DC Electric Group, Inc. and work can be completed within 7 business days from receipt of said material. This price is valid for 30 days. This offer is hereby accepted on this __________ day of _________________, 2020. City of Ukiah DC Electric Group, Inc. By: ____________________ Tim Carter Title: __________________ Regional Manager Attachment 1 Page 305 of 658 Page 1 of 2 Agenda Item No: 7.i. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-523 AGENDA SUMMARY REPORT SUBJECT: Approval of Amendment No. 2 with SMB Environmental in the Amount of $25,000 for Additional CEQA Support Services for the Ukiah Landfill Closure Project. DEPARTMENT: Public Works PREPARED BY: Jarod Thiele, Public Works Management Analyst PRESENTER: Consent Calendar ATTACHMENTS: 1. Amendment 1 2. Proposal from SMB 3. Proposed Amendment 2 Summary: Council will consider approval of Amendment No. 2 with SMB Environmental in the amount of $25,000 for additional CEQA support services for the Ukiah Landfill Closure Project. Background: On November 6, 2016, Council approved a contract to SMB Environmental in the amount of $147,997 for the preparation of an Environmental Impact Report (EIR) for the Ukiah Landfill Closure Project. Staff began working with SMB Environmental to draft and release the Initial Study/Mitigated Negative Declaration for comments. While addressing comments on the Final Closure Plan from the Resource Agencies for the Landfill Closure Project, it was discovered that several sections of the 2016 Initial Study/Mitigated Negative Declaration have become outdated. This is a result of State Assembly Bill 52 which changed specific requirements in the California Environmental Quality Act (CEQA). Specifically, the Biological Resources, Cultural, and Tribal Resources sections were not anticipated to be required in the EIR. On July 17, 2019, Council approved Amendment No. 1 (Attachment 1) in the amount of $22,000 for the additional work. Discussion: Once the sections of the EIR were updated, the document was finalized and a Final EIR was circulated for comments. Comments were received from CalRecycle, the North Coast Regional Water Quality Control Board, Water and Power Law Group and Vichy Springs Resort. Due to the extensive nature and volume of the numerous comment letters received, more time was required to develop the response to comments than was originally anticipated. In addition, if the City Council's vote which certified the EIR is challenged, additional time and effort will be required. Staff requested a proposal from SMB (Attachment 2) for the additional CEQA support Services and is recommending approval of Amendment No. 2 (Attachment 3) in the amount of $25,000. Recommended Action: Approval of Amendment No. 2 with SMB Environmental in the Amount of $25,000 for Additional CEQA Support Services for the Ukiah Landfill Closure Project. BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: 70024500.52100- $500,000 Page 306 of 658 Page 2 of 2 PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: Landfill Fund PREVIOUS CONTRACT/PURCHASE ORDER NO.: 1617-141-A1 COORDINATED WITH: Tim Eriksen, Director of Public Works/City Engineer Page 307 of 658 Attachment 1 Page 308 of 658 Page 309 of 658 Page 310 of 658 P.O. Box 381 Roseville, CA 95661 www.smbenviromental.com 916-517-2189 August 12, 2020 Mr. Jarod Thiele City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 Subject: Proposal for Additional CEQA Support for the Ukiah Landfill Closure Project Dear Jarod: Per your request, SMB Environmental, Inc. (SMB) is pleased to provide the City of Ukiah (City) with this letter proposal to conduct supplemental environmental and California Environmental Quality Act (CEQA) support for the Ukiah Landfill Closure Project (Project). Provided below is a proposed scope of work and budget. SCOPE OF WORK Task 1: Continued CEQA Support Due to the extensive nature and volume of the numerous comment letters from Vichy Springs Resort (including their attorneys and supplemental entities) on the Draft Environmental Impact Report (EIR) which required extensive review, research and preparation of responses to each of the comments, additional time and effort was required and may still be required if Vichy Springs Resort or anybody else challenges the City Council’s 4-1 vote to Certify and Approve the Proposed Project. SMB proposes to provide on-call environmental and CEQA support to review any new comments and provide draft responses for the City to Consider in its defense of the EIR and Project. If there are actual court proceedings then additional scope and budget may be required. BUDGET SMB recommends an additional budget of $25,000 (bringing the total Contract budget from $169,997 to $194,997) for providing the professional services defined in the scope of work outlined above. SMB will invoice the City monthly for all work activities completed in the prior month. Thank you for the opportunity to submit this proposal and I look forward to completing this project for you. If you have any questions regarding this proposal, please feel free to call me at 916-517-2189 or email me at Steve@smbenvironmental.com. Thank you for your consideration. Sincerely, Steve M. Brown President/Principal Attachment 2 Page 311 of 658 Amendment No. 1 to Agreement for Professional Consulting Services CITY OF UKIAH AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES DATED DECEMBER 7, 2016 TERMS AND CONDITIONS All terms and conditions of the Agreement for Professional Consulting Services dated December 7, 2016 shall remain in force and effect except as modified by this second amendment. AUTHORIZATION Upon execution of this amendment, service provider is authorized to provide the service described under the Scope of Additional Work identified in this Amendment No. 2. SCOPE OF ADDITIONAL WORK Work authorized by this amendment shall include that work described in the August 12, 2020 letter proposal. A copy of said letter is included in this second amendment. COMPENSATION Compensation for the performance of the additional work shall be made on a time and expense basis at Consultant’s customary fees. Expenses shall not exceed a maximum total cost of $25,000 for a total contract amount of $194,997 SMB ENVIRONMENTAL CITY OF UKIAH BY: BY: _________________ _ STEVE M. BROWN SAGE SANGIACOMO PRESIDENT/PRINCIPAL CITY MANAGER ______________________ _________________ _ _ DATE DATE Attachment 3 COU No. 1617-141-A2 Page 312 of 658 Page 1 of 2 Agenda Item No: 11.a. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-510 AGENDA SUMMARY REPORT SUBJECT: Water Rate Protest Hearing and Adoption of Water Rate Resolution. DEPARTMENT: Finance PREPARED BY: Dan Buffalo, Finance Director PRESENTER: Dan Buffalo, Finance Director; Sean White, Water Resources Director; Bob Reed, Reed Group ATTACHMENTS: 1. 2020 Final Water Rate Study 6-24-20 2. Received Protests 3. Ukiah Water Rate Hearing Aug 19 2020 4. Water Rate Resolution 8-19-20 Summary: The City Council will conduct a protest hearing on recommended adjustments to the City's water rates, approved by Council on June 17, 2020, and scheduled to take effect October 1, 2020. Council also will adopt a resolution establishing the approved rates. Background: On June 17, 2020, the City Council directed staff to initiate a Proposition 218 (1996) (Prop 218) process to potentially adjust wastewater rates effective October 1, 2020. The City initiated the Prop 218 noticing requirement, citing October 1, 2020, as the recommended start date of adjustments to the City's water rate schedule. Discussion: This protest hearing is a requirement under Prop 218 in the consideration of adjustments to water rates. Council has approved the adjustments to water rates pursuant to the schedule provided in the 2020 Water Rate Study Report ("Report"), finalized June 17, 2020 and attached here (Attachment 1). As of the date of this report, nine (9) written protest have been received, and comments have been provided by the Water Resources Department (Attachment 2). While most of the protest were general in nature, some specific issues were addressed such as recycled water costs, CIP schedule, and the City's cost allocation plan. One comment asked how the City's Recycled Water Program (RWP) was relevant to the water utility. The RWP was always intended to provide regulatory relief to both the wastewater and water utilities. The conservation offset provided by the RWP will provide drought resilience and durable conservation credits that will reduce fluctuation in billing as well as help perfect the City's water rights. Another comment asked it the City's forecast expenditures for main replacement were excessive. The water utility has accelerated main rehabilitation in partnership with Measure Y street projects. Partnering with Measure Y has has allowed the water utility to save money as well as avoid future road damage. Although this "accelerated rate" is the most aggressive program in the area, the City is still not replacing enough main to achieve a sustainable replacement rate based on the life expectancy of the infrastructure. Further acceleration should be considered as part of the next rate study. To begin, the City's rate study consultants from the Reed Group and Hildebrand Consulting will present a Page 313 of 658 Page 2 of 2 refresher to the Council on the Report and Council-approved recommended rates. A copy of that presentation is found as Attachment 3. As Council has approved the proposed rate schedule as recommended in the Report, the final steps are to adopt the corresponding rate resolution (Attachment 4) for an effective date of October 1, 2020. Recommended Action: Conduct protest hearing on proposed adjustments to water rates and adopt the associated resolution implementing those rate adjustment effective October 1, 2020. BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: FINANCING SOURCE: PREVIOUS CONTRACT/PURCHASE ORDER NO.: COORDINATED WITH: Sean White, Water Resources Page 314 of 658 CITY OF UKIAH Water Rate Study Final Report June 24, 2020 Attachment 1 Page 315 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T H E R EED G ROUP, I NC. / H ILDEBRAND C ONSULTING, LLC Table of Contents SECTION I. EXECUTIVE SUMMARY .......................................................................... 1 Introduction and Background .......................................................................................... 1 Financial Plan and Revenue Needs ................................................................................. 2 Proposed Water Rate Schedules ....................................................................................... 2 SECTION II. WATER FINANCIAL PLAN ................................................................... 5 Fund Structure and Cash Flows ...................................................................................... 5 Financial Plan Assumptions ............................................................................................ 7 Financial Plan Findings and Conclusions ..................................................................... 10 SECTION III. WATER RATES ...................................................................................... 14 Current Water Rates ...................................................................................................... 14 Customer Account Data and Water Use Estimates ...................................................... 14 Water Rate Calculations ................................................................................................ 15 Proposed Water Rate Schedules ..................................................................................... 19 Adopting Proposed Water Rates .................................................................................... 19 Attachment 1 Page 316 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 1 H ILDEBRAND C ONSULTING, LLC SECTION I. EXECUTIVE SUMMARY INTRODUCTION AND BACKGROUND The City of Ukiah retained The Reed Group, Inc. and Hildebrand Consulting, LLC to develop a ten-year water system financial plan and to update water rates for the City’s water utility. The purpose of the study was to ensure that water rates are sufficient to meet the utility’s financial and service obligations for ongoing operation and maintenance, debt service, and capital improvements while maintaining prudent reserves. The last adjustment to the water rates occurred in January 2020. This was the final rate adjustment in the previously adopted five-year rate plan. The City is located in Mendocino County in the northern coastal region of California. The City water system is responsible for delivering treated water to residential, commercial, and agricultural customers. Currently, the system serves about 4,800 connections within the City boundaries. Although the City serves most of the residents within the City limits, a minor amount (less than 1 percent) of City residents are served by other water systems. The City’s water distribution system consists of five active wells (four groundwater wells and one surface water well), one surface water collector, a water treatment plant, eight distribution reservoirs, and a distribution system. The City’s primary water sources are the Russian River and groundwater. The City’s infrastructure is designed to switch between sources in order to maximize quality and efficiency. This allows for very high quality water to be delivered with minimal treatment. The scope of services for the water rate study included the following: • Review financial goals and policy objectives • Review the current budget, debt obligations, and capital improvement plans • Prepare a ten-year financial plan and determine annual water rate revenue requirements for the water utility • Develop water rate recommendations that meet the legal requirements for cost of service • Prepare a water rate study report (this report) to document the analyses performed during the study • Present study recommendations to the City Council during a regular meeting, and assist the City in preparing a notice of public hearing regarding the proposed water rates • Present final water rate recommendations during a public hearing The purpose of this report is to describe the analyses performed, present the financial plan for the water utility, and summarize findings and recommendations regarding the water rates. Attachment 1 Page 317 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 2 H ILDEBRAND C ONSULTING, LLC FINANCIAL PLAN AND REVENUE NEEDS The City’s water rates were last increased in January 2020 with the last of a series of annual rate adjustments spanning five years. In general, the financial objectives that were set by the last financial plan and rate study in 2016 have been met. However, at present the additional costs associated with the recycled water program are making it difficult for the utility to meet debt service coverage obligations. In addition, capital improvement needs are not yet being fully or adequately funded. While the City’s water utility continues to provide reliable water service to its customers, the current financial situation limits its ability to implement needed capital replacement, rehabilitation, and upgrade projects. The 10-year capital improvement plan (through FY 29- 30) for the water utility totals about $14.0 million (in current dollars) in new projects. Current revenues do not fully support this level of capital program activity, and currently available reserves will be depleted as these projects are completed unless rates are adjusted to provide adequate funding. It is recommended that the City continue its historic practice of modest annual water rate increases. Recently proposed sewer rates are scheduled to go into effect in October 2020, with annual adjustments each July thereafter. It is recommended that water rate adjustments occur on this same schedule. It is recommended that the City increase water rate revenues in accordance with the following schedule: • October 2020 3% • July 2021 7% • July 2022 7% • July 2023 7% • July 2024 5% These increases will help ensure financial stability, maintain adequate revenues for operating and maintenance costs, help ensure that debt service obligations are met, and provide additional funding for the capital improvement program. The financial plan model reflects assumptions and estimates that are believed reasonable at the present time. However, conditions change. It is recommended that the City review the financial condition of the water utility annually as part of the budget process, and perform a more comprehensive financial plan and rate update study every 3 to 5 years, unless otherwise needed sooner. The financial analysis presented in this report indicates that the revenues generated by the water rates would not exceed the cost of providing service, including maintaining prudent reserves for specified purposes. Details of financial plan analyses and the recommendation to annually adjust the water rates to keep pace with change in costs are presented in Section II of this report. PROPOSED WATER RATE SCHEDULES Exhibit I-1 presents the proposed water rate schedules for the next five years. The water rates maintain the current rate structure, which includes a uniform water usage rate and fixed monthly service charges based on meter size and reflect an updated cost of service Attachment 1 Page 318 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 3 H ILDEBRAND C ONSULTING, LLC analysis. Details of the cost of service analysis and water rate recommendations are presented in Section III of this report. Comparison of Proposed Water Rates with Neighboring Communities A typical monthly water bill for residential customers in Ukiah can be compared with the water bills for the same water usage in neighboring communities. The typical water bill for a single family customer in Ukiah is compared with water bills based on current water rates of neighboring communities in Exhibit I-2. The comparison assumes a standard meter size (¾” in Ukiah) and monthly water use of 10 CCF (about 250 gallons per day)1. The water rates for each community reflect the specific factors affecting water service in their service area, including source(s) of water supply, age and condition of infrastructure, regulatory requirements, policy decisions, and other factors. Most of the neighboring communities also have uniform water rates for their single family customers. Some of the neighboring communities in Exhibit I-2 have either adopted procedures for automatically adjusting water rates on an annual basis or have adopted multi-year rate schedules with specific annual rate adjustments. In addition, some communities are currently preparing for their own rate update studies. 1 One CCF = 100 cubic feet = 748 gallons. Exhibit I-1 City of Ukiah Current and Proposed Water Rates Current (1) Oct. 2020 July 2021 July 2022 July 2023 July 2024 Water Usage Rate ($/CCF) All Water Usage 3.22$ 3.26$ 3.48$ 3.72$ 3.98$ 4.18$ Monthly Service Charge 3/4" meter 37.85$ 39.88$ 42.67$ 45.66$ 48.86$ 51.30$ 1" meter 60.78$ 63.87$ 68.34$ 73.12$ 78.24$ 82.15$ 1 1/2" meter 117.57$ 123.31$ 131.94$ 141.18$ 151.06$ 158.61$ 2" meter 186.02$ 194.92$ 208.56$ 223.16$ 238.78$ 250.72$ 3" meter 345.80$ 362.14$ 387.49$ 414.61$ 443.63$ 465.81$ 4" meter 574.03$ 600.97$ 643.04$ 688.05$ 736.21$ 773.02$ 6" meter 1,144.08$ 1,197.51$ 1,281.34$ 1,371.03$ 1,467.00$ 1,540.35$ Notes: (1) Effective January 1, 2020. Attachment 1 Page 319 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 4 H ILDEBRAND C ONSULTING, LLC Exhibit I-2 City of Ukiah -- Water Utility Comparison of Typical Single Family Water Bills with Neighboring Communities $- $20 $40 $60 $80 $100 $120 Mi l l v i e w Ro g i n a Uk i a h - C U R R E N T Clo v e r d a l e Uk i a h - P R O P O S E D He a l d s b u r g For t B r a g g Wi l l i t s Attachment 1 Page 320 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 5 H ILDEBRAND C ONSULTING, LLC SECTION II. WATER FINANCIAL PLAN This section of the report describes the financial plan and related recommendations for the City’s water utility. The ten-year financial plan is used to determine annual water rate revenue requirements. The annual rate revenue requirement is the amount of revenue needed from water rates to cover planned operating, maintenance, debt service, and capital program costs with consideration of other revenues and financial reserves. FUND STRUCTURE AND CASH FLOWS The financial plan is an annual cash flow model. It differs from standard accounting income statements, and balance sheets. The financial plan models sources and uses of funds into, out of, and between the various funds and reserves of the water utility. The financial plan model is based on a fund and reserve structure generally used by the City, although it incorporates a new capital reserve target to help ensure adequate funding for the capital program. This structure was discussed with staff and the City Council, with general concurrence that it would provide a helpful framework for evaluating the financial needs of the utility and for clearly demonstrating how operating and maintenance costs, debt service obligations, and capital program needs are being addressed. The reserve structure includes an Operating Reserve within the Operating Fund (Fund 820), as well as a Capital Reserve (new) for the purpose of meeting capital program needs, and the Connection Fee Fund (Fund 822), which is used to account for connection fee revenues and expenditures. Exhibit II-1 is a schematic diagram of the funds/reserves and major cash flows associated with the financial plan model. An understanding of the fund/reserve structure is helpful in understanding the financial plan worksheets that model estimated annual cash flows through the water utility from one year to the next. The fund/reserve structure is comprised of: • Operating Fund (Fund 820) – The Operating Fund2 is the primary fund within the water utility. Most of the water system’s revenues, including water rate revenues, flow into the Operating Fund and all operating and maintenance costs, including debt service payments, are paid out of this fund. Funds are also transferred from the Operating Fund to the Capital Reserve to help pay for capital projects intended to rehabilitate and upgrade facilities. o Operating Reserve – The City maintains an Operating Reserve equal to 25 percent of annual operating and maintenance costs, including debt service. The purpose of the reserve is to provide working capital and funds for unplanned operating and maintenance expenditures. The current balance in the Operating Fund is sufficient to fully fund this reserve, and it remains fully funded for the entire planning period. 2 The water utility also has a Recycled Water Fund (830), which is used to account for expenses of the recycled water program. For purposes of the financial plan model, the recycled water fund has been combined with the Water Operating Fund. Attachment 1 Page 321 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 6 H ILDEBRAND C ONSULTING, LLC o Available Balance – The balance in the Operating Fund in excess of the target amounts for the Operating Reserve and the Capital Reserve is shown in the financial plan as Available Balance. After all other obligations are met the Available Balance is used to offset rate increases. The financial plan model generally seeks to reduce any Available Balance over time. A negative value for the Available Fund Balance would indicate shortfalls in maintaining the minimum Operating Reserve and/or target value of the Capital Reserve. • Capital Reserve – A target Capital Reserve is recommended to help account for revenues and funds available for capital projects intended to rehabilitate, upgrade, and expand the water system to meet current and future needs of the water utility. Because capital expenditures can vary significantly from year to year, the Capital Reserve is expressed as a target amount. Following high capital expenditure years, the reserve may be below target and then rebound above the target following low expenditure years. The target amount has been established to gradually increase over the planning period until it reaches an amount equal to the 10-year average planned capital expenditures. The financial plan model seeks to achieve a positive balance in the Capital Reserve by the end of the planning period while also covering the costs of planned capital improvement projects throughout the planning period. • Water Connection Fee Fund (Fund 822) – The Water Connection Fee Fund is used to account for connection fee revenue, as well as the expenditure of connection fee revenue on capital projects intended to provide additional capacity in order to serve new development. This fund is also used to satisfy the statutory requirements for the accounting of connection fee revenue. Exhibit II-1 City of Ukiah Schematic Diagram of Water Utility Fund/Reserve Structure and Cash Flows Water Rate Revenue Operating Fund (820) Operations and Maintenance Other Operating Revenue Operating Reserve Debt Service Interest Earnings Capital Reserve Interest Earnings Capital Projects Connection Fees Connection Fee Fund (822) Attachment 1 Page 322 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 7 H ILDEBRAND C ONSULTING, LLC FINANCIAL PLAN ASSUMPTIONS The financial plan reflects FY 18-19 actual results and the FY 19-20 budget, as well as financial conditions as of the beginning of the fiscal year. The financial plan also reflects the City’s debt service obligations and capital improvement program, as identified by City staff, during the ten-year planning period. The financial plan is based on the best available information and its assumptions are believed to be reasonable; however, no assurance can be provided as to the accuracy and completeness of future estimates. The proposed annual adjustments help protect the City and ratepayers from some of the uncertainty associated with financial plan assumptions. Primary assumptions reflected in financial plan analyses are described below, with additional information presented in Exhibit II-2: • Interest Rates – Interest earned on fund/reserve balances is estimated to be 1.0 percent per year based on beginning-of-year balances. This interest rate is lower than the current return from the Local Agency Investment Fund (LAIF), which is currently 2.03 percent. However, the interest paid by LAIF has been declining for the past year and may continue to do so given the current economic conditions. The City also pays interest on outstanding long-term debt obligations. The interest payments on outstanding debt are those contained in existing contracts and repayment schedules. • Inflation Rates – The financial plan analyses include general inflation at 3.0 percent per year applied to all operating and maintenance costs on an aggregate basis and construction inflation also at 3.0 percent per year. General inflation is currently near 3.0 percent, as reported by the Bureau of Labor Statistics for the San Francisco- Oakland-Hayward area. Construction inflation, as indicated by the Engineering News Record’s 20-Cities Construction Cost Index has increased about 3.0 percent per year in recent years. Each of these inflation assumptions has been reviewed with City staff and is reasonable for financial planning purposes. • Customer Base and Water Usage – Current customer account and water usage data were provided by City staff from the utility billing system for FY 18-19. This data has been used as the basis for rate calculations. • Growth Projections – The financial plans assume that the customer base (number of active service connections) will grow by 0.1 percent per year throughout the planning period. The estimate is believed to be reasonable for financial planning purposes and has been reviewed with City staff. • Customer Demand – Customer water demand is assumed to be stable during the planning period. The assumption used is believed reasonable for financial planning purposes. In 2016, the City adopted a system of water shortage surcharges, which could be implemented in the event of a future water supply shortage. • Operation and Maintenance Costs – The financial plan model is based on current operating and maintenance costs as reflected in the FY 19-20 operating budget, with future estimates based on the inflation and growth assumptions described above. Assumptions were reviewed with City staff. Attachment 1 Page 323 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 8 H ILDEBRAND C ONSULTING, LLC Exhibit II-2 City of Ukiah Financial Plan Assumptions FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 Financial Assumptions General Inflation 3.0%3.0%3.0%3.0%3.0%3.0%3.0%3.0%3.0%3.0% Construction Inflation 3.0%3.0%3.0%3.0%3.0%3.0%3.0%3.0%3.0%3.0% Interest Earnings 1.0%1.0%1.0%1.0%1.0%1.0%1.0%1.0%1.0%1.0%1.0% Customer Base and Water Usage No. of Accounts 4,838 4,843 4,848 4,853 4,858 4,863 4,868 4,873 4,878 4,883 4,888 No. of 3/4" Equiv. Mtr.6,496 6,501 6,506 6,511 6,516 6,521 6,526 6,531 6,536 6,541 6,546 Customer Growth Rate 0.1%0.1%0.1%0.1%0.1%0.1%0.1%0.1%0.1%0.1% Water Use Factor 0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0%0.0% Ann. Water Sales (CCF)1,013,000 1,014,000 1,015,000 1,016,000 1,017,000 1,018,000 1,019,000 1,020,000 1,021,000 1,022,000 1,023,000 Annual Water Sales (AF)2,326 2,328 2,330 2,332 2,335 2,337 2,339 2,342 2,344 2,346 2,348 Water Sales Growth Rate 0.1%0.1%0.1%0.1%0.1%0.1%0.1%0.1%0.1%0.1% Water Connection Fees Conn. Fee (3/4" meter)1,833$ 1,888$ 1,945$ 2,003$ 2,063$ 2,125$ 2,189$ 2,255$ 2,323$ 2,393$ 2,465$ Conn. Fee Revenue 9,400$ 9,700$ 10,000$ 10,300$ 10,600$ 10,900$ 11,300$ 11,600$ 12,000$ 12,300$ Attachment 1 Page 324 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 9 H ILDEBRAND C ONSULTING, LLC • Recycled Water Program – Several years ago, the City constructed facilities to distribute recycled water from its wastewater treatment plant for irrigation purposes. Use of recycled water reduces the demand for potable water and thereby helps to preserve water from the Russian River and the local groundwater basin for other purposes. The City received a low-interest State Revolving Fund (SRF) loan from in 2017 to help fund construction of recycled water facilities. That loan is secured by water system revenue. The recycled water program also provides additional wastewater disposal capacity for the City’s wastewater system, and the City is exploring appropriate ways for recycled water costs to also be shared with sewer system customers. • Capital Improvement Program – The water utility’s capital improvement plan, as developed by staff, includes multiple projects totaling about 14.0 million (in current dollars) over a ten-year period to be funded by the water utility. The capital improvement program does not include costs (or debt obligations) associated with Phase 4 of the recycled water program, which would have necessitated significantly larger water rate adjustments. The financial plan assumes that capital projects will be funded from user rates, connection fees, and available reserves. No new long-term debt is included in the financial plan analysis. The capital improvement plan reflected in the financial plan is presented in Exhibit II-3. • Debt Obligations – Existing water system long-term debt obligations are summarized in Exhibit II-4. The water utility currently pays about $920,000 annually on debt service related to 2016 Water Revenue Refunding Bonds. The debt service on these bonds will decrease to about $750,000 annually in FY 22-23. The City received a State Revolving Fund (SRF) loan for recycled water facilities in 2017. Annual debt service on the SRF loan is not yet finalized but is expected to be about $850,000 annually. One of the requirements associated with bond financing is to maintain rates and other water system revenues at levels sufficient to meet debt service coverage requirements3. At present, the City is required to maintain water system revenues at a level that covers all ongoing operating and maintenance costs, as well as 1.20 times annual debt service. Based on the operating budget and estimated water system revenues for FY 19-20, the water utility may not meet the debt service coverage requirement in FY 19-20. This is one of the reasons an increase in water rates is needed at this time. It is recommended that the City strive to maintain a debt service coverage ratio of 1.50 to provide an ample cushion in meeting this requirement. Exhibit II-5 provides the details of the financial plan model of the City’s water utility. It reflects the proposed annual water rate adjustments needed to provide the financial capacity for the water utility to continue to meet financial and service obligations, including meeting debt service obligations and adequately supporting the planned capital improvement program. Exhibit II-6 graphically summarizes the annual revenues, expenses, and year-end Operating Fund and reserve balances through the planning period. 3 Debt service coverage is calculated as net revenues (defined as gross revenues minus annual operating and maintenance expenses) divided by annual debt service. Attachment 1 Page 325 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 10 H ILDEBRAND C ONSULTING, LLC FINANCIAL PLAN FINDINGS AND CONCLUSIONS The preceding portion of this section described the basic framework and assumptions underlying the financial analyses. Specific findings and conclusions pertaining to the water utility are presented below, beginning with a description of the current situation. At present, the City’s water utility has: • Sufficient cash in the Operating Fund to fully meet the Operation Reserve target of $1.15 million and still have $2.0 million available for planned capital program expenditures, • Current annual water utility revenues of about $6.51 million, excluding grant and loan proceeds related to the recycled water project, • Current annual operating and maintenance costs, including debt service obligations totaling about $6.23 million, • Planned water system capital improvements totaling about $4.0 million to be funded from current revenues, grant/loan proceeds, and available reserves, • Estimated debt service coverage in FY 19-20 of 1.16 (the minimum required is 1.20) based on budgeted O&M expenses. While actual O&M expenses for this year may prove to be less than the approved budget (and therefore the City may meet the coverage obligation for the current fiscal year), this demonstrates the need for an immediate adjustment to water rates. An increase in water rates is needed in order to: (1) meet debt service coverage obligations, (2) provide adequate funding for planned water system improvements, and (3) maintain prudent financial reserves consistent with current policy objectives. It is recommended that the City increase the overall level of water rates in accordance with the following schedule: • October 2020 3% • July 2021 7% • July 2022 7% • July 2023 7% • July 2024 5% The initial rate adjustment has been kept as low as possible in light of uncertainty and potential economic impacts of the Covid-19 pandemic on customers. The proposed adjustments will allow the City to meet its service and financial obligations, including completing the planned capital improvement program. Any lower rate increase could result in the water utility not meeting one or more of its financial objectives. The financial plan model reflects assumptions and estimates that are believed reasonable at the present time. However, conditions change. It is recommended that the City review the financial condition of the water utility annually as part of the budget process and perform a more comprehensive financial plan and water rate update study every 3 to 5 years, unless otherwise needed sooner. Attachment 1 Page 326 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 11 H ILDEBRAND C ONSULTING, LLC Exhibit II-3 City of Ukiah Water Utility Capital Improvement Plan Capital Project Proj. No.FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 Large Scale Solar (Wtr shr)18067 - Replac. PZ 2 South Reservoir 15071 435,000 Henderson Lane Water Main Replacement 18051 150,000 Water Main Replacements 18072 - 500,000 1,000,000 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 Phase 3 Recycled Water 1,200,000 Phase 4 Recycled Water 18052 - Dora St. Utility Improv. Proj. (Wtr shr)18127 800,000 D'town Streetscape Util. Impr. Proj. (Wtr shr)18019 1,700,000 VFD Replac. at Water Trtmt. Plant 18132 50,000 Upgrade SCADA System 18050 300,000 Replace Water Trtmt. Plant Service Truck V3754 50,000 Convert Chlor. Gas to Liquid Chlor. At WTP 18133 50,000 270,000 Replace VFD at Ranney Collector 18049 100,000 Replace Wtr/Sewer Ops Call Truck (Wtr shr)V3753 30,000 Water Meter Replacements 18074 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 Asphalt Zipper (Wtr shr)E1001 40,000 Ashpalt Roller (Wtr shr)E1612 22,000 Asphalt Paver (Wtr shr)E1812 70,000 Vactor Replacement (Wtr shr)V2518 150,000 Water Tender (Wtr shr)V2543 35,000 Totals (Current dollars)4,035,000 1,305,000 550,000 1,262,000 1,550,000 1,550,000 1,550,000 1,550,000 1,550,000 1,550,000 1,550,000 Totals (Inflated dollars)4,035,000 1,344,000 583,000 1,379,000 1,745,000 1,797,000 1,851,000 1,906,000 1,963,000 2,022,000 2,083,000 Exhibit II-4 City of Ukiah Summary of Water Utility Debt Service FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 2016 Water Revenue Refunding Bonds Principal Payment 530,000 540,000 565,000 415,000 435,000 460,000 480,000 505,000 530,000 560,000 585,000 Interest Payment 398,718 377,319 355,219 335,618 316,444 294,069 270,569 245,943 220,069 192,819 164,193 Total Payment 928,718 917,319 920,219 750,618 751,444 754,069 750,569 750,943 750,069 752,819 749,193 Outstanding Balance 9,160,000 8,620,000 8,055,000 7,640,000 7,205,000 6,745,000 6,265,000 5,760,000 5,230,000 4,670,000 4,085,000 2017 SRF Recycled Water Loan Principal Payment 643,121 649,552 656,048 662,608 669,234 675,927 682,686 689,513 696,408 703,372 710,406 Interest Payment 206,629 200,197 193,702 187,141 180,515 173,823 167,064 160,237 153,342 146,378 139,344 Total Payment 849,750 849,749 849,750 849,749 849,749 849,750 849,750 849,750 849,750 849,750 849,750 Outstanding Balance 20,019,793 19,370,241 18,714,193 18,051,585 17,382,351 16,706,424 16,023,738 15,334,225 14,637,817 13,934,445 13,224,039 Attachment 1 Page 327 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 12 H ILDEBRAND C ONSULTING, LLC Exhibit II-5 City of Ukiah Water Utility Financial Plan FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 Rate Adjustments -->3%7%7%7%5%4%4%4%4%4% October July July July July July July July July July WATER OPERATING FUND (820) Beginning Balance 1,500,784 3,377,709 2,502,309 2,730,509 2,494,109 2,253,509 2,195,409 2,254,309 2,434,909 2,750,809 3,207,009 Revenues Water Service Charges 6,140,000 6,283,000 6,773,000 7,247,000 7,754,000 8,142,000 8,468,000 8,807,000 9,159,000 9,525,000 9,906,000 Fire Service Charges 293,000 293,000 293,000 293,000 293,000 293,000 293,000 293,000 293,000 293,000 293,000 Miscellaneous Revenue 41,900 43,200 44,500 45,800 47,200 48,600 50,100 51,600 53,100 54,700 56,300 Interest Earnings 14,900 33,800 25,000 27,300 24,900 22,500 22,000 22,500 24,300 27,500 32,100 Connection Fees 25,000 9,400 9,700 10,000 10,300 10,600 10,900 11,300 11,600 12,000 12,300 Grant/Loan Proceeds 5,625,325 - Total Revenues 12,140,125 6,662,400 7,145,200 7,623,100 8,129,400 8,516,700 8,844,000 9,185,400 9,541,000 9,912,200 10,299,700 Expenses Salaries & Benefits 2,045,500 2,106,900 2,170,100 2,235,200 2,302,300 2,371,400 2,442,500 2,515,800 2,591,300 2,669,000 2,749,100 Administration 205,900 212,100 218,500 225,100 231,900 238,900 246,100 253,500 261,100 268,900 277,000 Internal Services 175,300 180,600 186,000 191,600 197,300 203,200 209,300 215,600 222,100 228,800 235,700 Utility Billing 229,600 236,700 244,000 251,600 259,400 267,400 275,700 284,300 293,100 302,200 311,600 Operations & Maintenance 1,307,300 1,347,800 1,389,600 1,432,700 1,477,100 1,522,900 1,570,100 1,618,800 1,669,000 1,720,800 1,774,200 Capital Outlay 644,600 663,900 683,800 704,300 725,400 747,200 769,600 792,700 816,500 841,000 866,200 Trans To/(From) Fund 840 (150,000) (154,500) (159,100) (163,900) (168,800) (173,900) (179,100) (184,500) (190,000) (195,700) (201,600) Debt Service 2016 Water Rev. Refund. Bonds 920,200 750,600 751,400 754,100 750,600 750,900 750,100 752,800 749,200 749,200 747,700 2017 SRF Recycled Water Loan 849,800 849,700 849,700 849,800 849,800 849,800 849,800 849,800 849,800 849,800 849,800 2021 SRF Recycled Water Loan - - - - - - - - - Capital Improvement Program Grant/Loan Funded Projects 1,200,000 - - - - - - - - - - Conn. Fee Funded Projects 585,000 - - - - - - - - - - Other Water System Projects 2,250,000 1,344,000 583,000 1,379,000 1,745,000 1,797,000 1,851,000 1,906,000 1,963,000 2,022,000 2,083,000 Total Expenses 10,263,200 7,537,800 6,917,000 7,859,500 8,370,000 8,574,800 8,785,100 9,004,800 9,225,100 9,456,000 9,692,700 Ending Balance 3,377,709 2,502,309 2,730,509 2,494,109 2,253,509 2,195,409 2,254,309 2,434,909 2,750,809 3,207,009 3,814,009 Minimum Oper. Reserve (25%)1,152,000 1,187,000 1,223,000 1,260,000 1,298,000 1,338,000 1,378,000 1,420,000 1,463,000 1,508,000 1,553,000 Target for Capital Reserve - 300,000 600,000 900,000 1,200,000 1,500,000 1,720,000 1,720,000 1,720,000 1,720,000 Water Conn. Fee Fund (822)221,000 232,600 244,600 257,000 269,900 283,200 296,900 311,200 325,900 341,200 356,900 Available Balance 2,004,709 1,082,709 962,909 377,109 (214,391) (625,791) (920,591) (1,016,291) (758,091) (362,191) 184,109 DS Coverage (1.20 min.)1.16 1.29 1.51 1.71 1.94 2.09 2.19 2.30 2.43 2.55 2.68 Attachment 1 Page 328 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 13 H ILDEBRAND C ONSULTING, LLC Exhibit II-6 City of Ukiah Water Utility Financial Plan Summary $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 $16,000,000 FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 PayGo Capital Program Debt Service Operations & Maintenance Revenues Oper. Fund Balance Minimum Oper. Reserve Target Capital Reserves Attachment 1 Page 329 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 14 H ILDEBRAND C ONSULTING, LLC SECTION III. WATER RATES This section of the report presents information and analyses leading to the development of water rate recommendations for FY 20-21 through FY 24-25. CURRENT WATER RATES The City of Ukiah provides water service through more than 4,800 water service connections4. The City’s current water rates were last adjusted in January 2020 with the last of five scheduled water rate adjustments. The adjustment at that time was 3 percent. The current water rates are summarized in Exhibit III-1. Current water rates include a monthly service charge based on meter size and a uniform water rate for all water usage. At present, about 53 percent of water rate revenue is generated from water usage charges and about 47 percent from fixed service charges. CUSTOMER ACCOUNT DATA AND WATER USE ESTIMATES Water rate calculations are based on a number of factors related to the City’s customer base. Factors include the number of customers, hydraulic capacity as indicated by meter size, and actual water usage. The City provides water service through more than 4,800 water service connections (customers). Residential customers (single family and multi-family) comprise about 98 percent of the customer accounts and about 85 percent of annual water usage. Non-residential customer accounts (commercial, irrigation, municipal) make up about 2 percent of the customer accounts with about 15 percent of annual water usage. While there are extremes on both the low and high ends, average single family water usage is about 10 CCF per month (which, as previously explained, is about 250 gallons per day). Single family customers also exhibit a wide variation in water usage throughout the year. Water usage for multi-family dwellings is lower than for single family residences for 4 The term “customer” is generally used in this report to refer to a water service connection that provides water service to an individual parcel. In some cases, a parcel may be served by more than one service connection. Exhibit III-1 Exhibit III-3 City of Ukiah City of Ukiah Current Water Rates Current and Proposed Water Rates Current (1) Water Usage Rate ($/CCF) All Water Usage 3.22$ Monthly Service Charge 3/4" meter 37.85$ 1" meter 60.78$ 1 1/2" meter 117.57$ 2" meter 186.02$ 3" meter 345.80$ 4" meter 574.03$ 6" meter 1,144.08$ Notes: (1) Effective January 1, 2020. Attachment 1 Page 330 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 15 H ILDEBRAND C ONSULTING, LLC a variety of reasons including fewer people per household and limited landscape irrigation (or irrigation that is separately metered). Non-residential water usage can vary dramatically, and non-residential customers are served by meters of varying sizes to accommodate the differences in water demands. Service connections with different meter sizes can place different demands on the water system. Much more water can be delivered through a 4” water meter than through a 1” meter. The size of the City’s water treatment, storage, and distribution infrastructure has been designed to provide reliable service to the potential aggregate peak demands of the meters in the system. To relate the potential demands on the water system from customers with different sized water meters, hydraulic capacity factors are used to determine the number of equivalent meters represented by the total customer base with variable meter sizes. For purposes of rate analysis, ¾” meters are assigned a meter equivalency factor of 1.0. The ratios of instantaneous flow capacities of the various meter sizes to the capacity of a ¾” meter are used to determine the meter equivalencies for larger meter sizes. This capacity relationship across meter sizes is generally used to allocate capacity-related costs to various customers. The foregoing customer account, capacity relationship, and water use data have been used in water rate analysis that is presented in the remainder of this section. WATER RATE CALCULATIONS There are three steps to determining water rates. These are: § Determine annual water rate revenue requirements § Analyze the cost of providing service to each customer class § Design water rates to recover costs from each customer class. Water Rate Revenue Requirements The ten-year financial plan was used to identify the water rate revenue required to meet financial obligations for each fiscal year of the planning period. The water rate calculation presented herein is based on the revenue to be generated in FY 20-21 and reflects the proposed 3 percent overall water rate revenue increase that is needed to meet immediate ongoing operations, debt service and capital program needs. The projected annual revenue that will be produced by the water rates that are proposed to be implemented in October 2020 is $6,330,000. The actual revenue reflected in the financial plan for FY 20-21 is $6,283,000 from water rates. This latter amount is lower because the proposed rates would not go into effect until October 2020 (i.e., three months into the fiscal year). Cost of Service Analysis Once the annual water rate revenue requirement was determined using the financial plan model, the next step in the rate setting process was to evaluate the cost of providing service. Water rate calculations contained herein are intended to generate the level of revenue commensurate with the revenue requirement from the City’s water service Attachment 1 Page 331 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 16 H ILDEBRAND C ONSULTING, LLC customers. The manner in which each customer is responsible for the water utility’s costs is the determining factor in the cost of service analysis. The water utility incurs certain types of costs associated with making water service available to customers. Other costs are incurred as a direct result of customer water usage. A cost of service analysis is intended to allocate the costs of providing water service to customers in proportion to the extent to which each customer causes the costs to be incurred. There are many approaches to cost of service analysis; some are more complex than others. The approach used herein is commensurate with the available data, the distinctions currently made between various types of customers, and the requirement to fairly and reasonably reflect differences in service provisions to differently situated customers. The cost allocation methodology used herein begins by assigning all costs to one of three categories. The cost allocation process is performed with data available in the City’s budget and accounting documents. The three categories include: • Customer costs, such as meter reading and billing, are fixed costs that tend to vary as a function of the number of customers being served. Customer costs are allocated to customers based on the number of accounts. That is, every customer will pay an equal share of customer-related costs. The water utility’s utility billing costs are included in this cost category. • Capacity costs are also fixed costs; however, these tend to vary in relation to the capacity of the water system and the ability to serve the demands of active customers. Customers that place greater or lesser burdens on the capacity of the water system should bear greater or lesser shares of these costs. The sizing of the water system is based on the potential demand that each customer could place on the water system. Capacity costs are allocated to customers based on the hydraulic capacity of the water meter. The hydraulic capacity factors reflect the ratio of the rated flow capacity of each meter size to the rated flow capacity of a ¾” meter. The hydraulic capacity reflects the potential demand that a customer could place on the water system at any given time. A customer with a large meter size will be assigned a large share of fixed capacity-related costs than one with a smaller meter. Capacity costs include costs associated with the water system’s capacity including contributions to the capital program, debt service, administrative and internal service costs, and certain other fixed operating costs. • Commodity costs are variable costs that vary with the amount of actual water use. Water treatment costs and energy costs are two typical examples. However, in an effort to encourage water conservation, some fixed costs are frequently included in commodity components such that a majority of costs are recovered on the basis of usage. Even though some commodity costs are fixed, rather than variable, it is reasonable to allocate these costs to customers on the basis of usage, rather than the capacity relationship expressed by meter size. This helps to achieve the City’s water conservation objectives. Water system operations and maintenance costs, as well as salary and benefit costs have been allocated to the commodity component to be recovered water usage charges. Based on a review of estimated costs for FY 20-21 for the water utility, customer costs are estimated to be about 3.7 percent of the annual water rate revenue requirement. Similarly, about 44.1 percent of the revenue requirement is allocated to the capacity cost category. This Attachment 1 Page 332 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 17 H ILDEBRAND C ONSULTING, LLC leaves 52.1 percent of the revenue requirement allocated to commodity costs, to be recovered through water usage charges. Water Rate Design The third step in the rate setting process is the design of water rates to recover costs from each customer class and generate the revenue needed for the utility. The City’s current water rates include both fixed monthly service charges and a uniform water usage rate. Exhibit III-2 presents the calculation of monthly service charges and the uniform water usage rate for the water rates proposed for October 2020. The calculation of each of these is described below. Service Charges - Service charges are intended to recover the customer and capacity costs identified through the cost of service analysis. Service charges apply to all customer water bills, regardless of the amount of water actually used. Customers that use no water during a month should still be required to pay the monthly service charge, as service is immediately available to them. In calculating service charges customer costs are allocated equally to all customers and capacity costs are allocated based on meter size in relation to the hydraulic capacity associated with the various meter sizes. The proposed monthly service charge for a ¾” meter (typical for a single family home) is $39.88. Service charges for larger meter sizes vary from $63.87 to $1,197.51, depending on meter sizes ranging from 1” to 6”. All of these charges properly reflect an equal allocation of customer costs to all accounts regardless of meter size and the proportionate allocation of capacity costs to accounts based on meter size. The variation of service charges through meter sizes reflects the fact that a relatively small portion of water system costs are directly related to the number of customers served. A majority of fixed capacity costs are allocated on a capacity basis as reflected by the meter size. The changes to the service charges across the range of meter sizes reflects the cost of providing service to customers of varying meter sizes, consistent with Constitutional requirements for proportionality in the allocation of costs. Water Usage Rates - The current water rates include a uniform usage rate for all customer classes. This rate structure is administratively simple and is an equitable means to allocate water commodity costs for a utility that has a single source of water (groundwater). The proposed water usage rate for October 2020, based on the cost of service analysis performed in this study, is $3.26 per CCF. This was calculated simply by dividing the commodity costs of $3,300,200 (52.1% of the total rate revenue requirement of $6,330,000) divided by estimated annual water usage of 1,014,000 CCF. Attachment 1 Page 333 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 18 H ILDEBRAND C ONSULTING, LLC Exhibit III-2 City of Ukiah Water Rate Calculations for FY 20-21 Meter Size Ann. Water 3/4"1"1 1/2"2"3"4"6"Total Usage (CCF) Customer Account Data No. of Wtr. Serv. Accts.4,270 267 143 111 30 17 4 4,842 1,014,000 No. of 3/4" Mtr. Equiv.4,270 446 476 592 300 283 133 6,500 Hydraulic Capac. Factor 1.00 1.67 3.33 5.33 10.00 16.67 33.33 Monthly Service Charges Customer Cost 4.07$ 4.07$ 4.07$ 4.07$ 4.07$ 4.07$ 4.07$ Capacity Cost 35.81$ 59.80$ 119.24$ 190.85$ 358.07$ 596.90$ 1,193.44$ Annual Water Serv. Charge 39.88$ 63.87$ 123.31$ 194.92$ 362.14$ 600.97$ 1,197.51$ Revenue Wtr. Serv. Charge Rev.2,043,451$ 204,639$ 211,600$ 259,633$ 130,370$ 122,598$ 57,480$ 3,029,800$ Annual Water Rate Revenue Requirement Water Usage Rate Customer Cost 236,700$ 3.7%Wtr. Use Wtr. Rate Annual Capacity Cost 2,793,100$ 44.1%(CCF)($/CCF)Revenue Commodity Cost 3,300,200$ 52.1%Annual Water Usage 1,014,000 3.26$ 3,300,570$ Total Water Rate Rev. Rqmt. (1)6,330,000$ Notes: (1) Revenue requirement assumes the rates would be in effect for a full 12 months. Attachment 1 Page 334 of 658 C ITY OF U KIAH W ATER R ATE S TUDY T HE R EED G ROUP, I NC. / P AGE 19 H ILDEBRAND C ONSULTING, LLC PROPOSED WATER RATE SCHEDULES Exhibit III-3 summarizes proposed water rate schedules to be effective in October 2020, with subsequent annual adjustment each July through 2024. As described in Section II of this report, the overall water rate revenue increases are equivalent to 3 percent in October 2020, followed by 7 percent each July from 2021 through 2023, and 5 percent in July 2024. No rate structure changes are proposed beyond those reflected in the rates for October 2020. The proposed water rates reflect the cost of providing water service to customers and will provide additional revenue essential to continuing to provide water service. As a result of the cost of service analysis and rate structure realignment included in the rates for October 2020, not all water bills will increase by 3 percent. Some water bills will increase more than 3 percent and others less than 3 percent. As an example, the water bills for a typical single family customer (using 10 CCF) will increase from $70.05 to $72.43, or about 3.4 percent, in October 2020. The exact change in any particular bill will depend on a customer’s meter size and water usage. In all cases, the proposed water rates reflect a proportionate allocation of the costs of providing service, based on capacity requirements and service demands. ADOPTING PROPOSED WATER RATES In order to adopt the both the proposed water rates for the next five years the City will need to follow the requirements contained in Article XIII D of the California Constitution (Proposition 218). This includes a Notice of Public Hearing to be mailed to all affected property owners and customers at least 45 days prior to a public hearing. Exhibit III-3 City of Ukiah Current and Proposed Water Rates Current (1) Oct. 2020 July 2021 July 2022 July 2023 July 2024 Water Usage Rate ($/CCF) All Water Usage 3.22$ 3.26$ 3.48$ 3.72$ 3.98$ 4.18$ Monthly Service Charge 3/4" meter 37.85$ 39.88$ 42.67$ 45.66$ 48.86$ 51.30$ 1" meter 60.78$ 63.87$ 68.34$ 73.12$ 78.24$ 82.15$ 1 1/2" meter 117.57$ 123.31$ 131.94$ 141.18$ 151.06$ 158.61$ 2" meter 186.02$ 194.92$ 208.56$ 223.16$ 238.78$ 250.72$ 3" meter 345.80$ 362.14$ 387.49$ 414.61$ 443.63$ 465.81$ 4" meter 574.03$ 600.97$ 643.04$ 688.05$ 736.21$ 773.02$ 6" meter 1,144.08$ 1,197.51$ 1,281.34$ 1,371.03$ 1,467.00$ 1,540.35$ Notes: (1)Effective January 1, 2020. Attachment 1 Page 335 of 658 Attachment 2 Page 336 of 658 Attachment 2 Page 337 of 658 Attachment 2 Page 338 of 658 Attachment 2 Page 339 of 658 Attachment 2 Page 340 of 658 Attachment 2 Page 341 of 658 Attachment 2 Page 342 of 658 Attachment 2 Page 343 of 658 Attachment 2 Page 344 of 658 Attachment 2 Page 345 of 658 Attachment 2 Page 346 of 658 Attachment 2 Page 347 of 658 Water Rate Study Public Hearing August 19, 2020 Attachment 3 Page 348 of 658 Agenda 1.Study Overview & Scope 2.Financial Plan Results 3.Cost of Service & Rate Design 4.Next Steps 2 Attachment 3 Page 349 of 658 Study Overview Compare the revenues of the water utility to its expenses in a multi-year financial plan to determine the overall level of annual rate adjustments Equitably allocate the FY 20-21 revenue requirement between the various customer classes of the utility Design water rates to recover the revenue requirement from each customer class and meet other rate setting objectives Revenue Requirements Cost-of-Service Rate Design 3 Attachment 3 Page 350 of 658 Financial Plan Attachment 3 Page 351 of 658 Financial Reserves 1.Includes both the Water Operating and Recycled Water Operating funds. Minimum target operating reserve is $1,322,000 (25% of annual O&M + DS expenses). 2.Target capital reserve is $1,720,000 (average annual CIP spending over planning period). 3.From connection fees paid by new development. Water Utility Reserves Operating Fund Capital Reserve Connection Fee Fund As of July 1, 2019 Operating Fund (1)$648,500 Capital Reserve (2)$79,200 Connection Fee Fund (3)$773,100 Total Reserves $1,500,800 5 Attachment 3 Page 352 of 658 Estimated Operating Revenues –FY 2019/20 Water Utility Revenue Water Service Charges Fire Service Charges Miscellaneous Revenue FY 2019/20 Water Service Charges $6,140,000 Fire Service Charges $293,000 Miscellaneous Revenue $56,800 Total Oper. Revenue (1)$6,489,800 6 1.Excludes grant proceeds and connection fee revenue. Attachment 3 Page 353 of 658 Estimated Operating Expenses –FY 2019/20 Water Utility Operating Expenses Salaries & Benefits Operations & Maintenance Administration Internal Services Utility Billing Capital Outlay 2016 Wtr. Rev. Refund Bond 2017 SRF Recycl. Wtr Loan FY 2019/20 Salaries & Benefits $2,045,500 Operations & Maintenance $1,307,300 Administration $205,900 Internal Services $175,300 Utility Billing $229,600 Capital Outlay $644,600 2016 Wtr . Rev. Refund Bond $920,200 2017 SRF Recycl. Wtr Loan $849,800 Total Oper. Expenses $6,228,200 7 Attachment 3 Page 354 of 658 8 Debt Service 2016 Water Revenue Refunding Bonds Refunded the 2005 ABAG Bond and SWRCB Loan for water treatment plant improvements to take advantage of favorable interest rates Current annual payment of $920,200 decreases to about $750,000 annually in FY 2020/21 and continue through FY 2035/36 2017 SRF Loan for Recycled Water Project Financed the construction of the recycled water system Estimated annual payments of $850,000 will continue through FY 2046/47 Debt Service Coverage Ratio 2016 Water Revenue Refunding Bond agreement requires the City to maintain coverage ratio of 1.20 Rating agencies look favorably on utilities that maintain a coverage ratio above 1.50 Attachment 3 Page 355 of 658 Capital Spending 9 Attachment 3 Page 356 of 658 Financial Plan Estimates 10 Attachment 3 Page 357 of 658 Annual Water Rate Adjustments Proposed Rate Plan Future Estimates October 2020 3%July 2025 4% July 2021 7%July 2026 4% July 2022 7%July 2027 4% July 2023 7%July 2028 4% July 2024 5%July 2029 4% Attachment 3 Page 358 of 658 Cost of Service &Rate Design Attachment 3 Page 359 of 658 Current Water Rates 13 Attachment 3 Page 360 of 658 Cost of Service and Rate Design Recommendations 1.Maintain current cost allocation methodology and rate structure The dollar amounts for the usage rate and service charges will change to meet revenue requirements and the cost of service analysis 2.Uniform water usage rate applies to all water usage for all customer classes 3.Monthly service charges are based on size of the water meter Most customers have a ¾” water meter Larger meters can place larger demands on the water system 4.Simple structure is easy to understand and administer 14 Attachment 3 Page 361 of 658 Water Rate Calculation for FY 2020/21 Attachment 3 Page 362 of 658 Proposed 5-Year Rate Plan Annual Adjustments 3% 7% 7% 7% 5% Attachment 3 Page 363 of 658 Year 1 Rate Comparison Example Bill Impacts Attachment 3 Page 364 of 658 Comparison of Typical Single Family Water Bills with Neighboring Communities Assumes ¾” meter and 10 CCF of monthly water usage. Attachment 3 Page 365 of 658 Next Steps 19 1.Conduct public hearing to receive public comments 2.Council deliberation 3.Tally written protests 4.Vote on proposed rates (unless protest threshold is met) 5.Implement new water rates on October 1,2020 Attachment 3 Page 366 of 658 Attachment 4 Page 1 of 4 RESOLUTION NO. 2020- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH ADOPTING WATER SERVICE RATE ADJUSTMENTS FOR FIVE YEAR PERIOD FY 2020-2024 WHEREAS: 1. The City of Ukiah operates and maintains a water processing and distribution system (“Water System”); and 2. The report entitled City of Ukiah Water Rate Study, presented to the City Council on June 17, 2020 presents a comprehensive analysis of the water utility’s rate structure and proposed water rate increases; and 3. The City Council considered the proposed increases at a regular meeting on June 17, 2020, and authorized staff to provide notice and schedule a public hearing on the proposed rate increase in accordance with the procedures contained in Article XIIID, Section 6 of the California Constitution, Government Code Sections 53150-53758 and Ukiah City Code Sections 3951; and 4. Written notice of the amount of the fee or charge proposed to be imposed, the basis upon which the amount of the proposed fee or charge was calculated, the reason for the fee or charge, and the date, time, and location of a public hearing on the proposed fee or charge was mailed to the record owner of each parcel in the City of Ukiah and all customers of the City’s water system not less than 45 days in advance of the hearing on the proposed changes; and 5. On August 19, 2020, the City Council conducted a public hearing in accordance with Article 13.D. §6 of the California Constitution and Government Code Section 53753 concerning the proposed rates, and heard and considered public comment on the proposed rates; and 6. The City Council did not receive at or prior to the hearing on August 19, 2020, written protests from a majority of the owners of the parcels receiving water services in the City of Ukiah; and 7. The City Council has determined that the proposed rates comply with the requirements in Article XIII.D, §6 of the California Constitution. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ukiah hereby adopts the Water Rate Schedule, as set forth in Table 1 attached hereto and made part of this resolution, subject to final consideration thereof at the hearing conducted on August 19, 2020, the adopted version of which is attached hereto as Exhibit A and incorporated herein by this reference. BE IT FURTHER RESOLVED that the rate schedule adopted by this Resolution shall be effective on October 1, 2020 and included on billings issued on or after November 1, 2020. The previously adopted Temporary Water Shortage Rate Surcharges shall remain and only become effective in the event of a declared water shortage emergency, the conditions and duration of which shall be included in a resolution adopted by the City Council declaring said emergency. Other prior rate schedules in conflict herewith are repealed upon the effective date of the new schedule. All other contract conditions for service remain unaltered and in full effect. Page 367 of 658 PASSED AND ADOPTED at a regular meeting of the City Council of the City of Ukiah on the 19th day of August, 2020, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: _____________________________ Douglas F. Crane, Mayor ATTEST: _____________________________ Kristine Lawler, City Clerk Page 368 of 658 EXHIBIT A Tables 1 and 2 Table 1: City of Ukiah Water Utility – Monthly Service Charge The purpose of the water rates is to raise revenue for the cost of providing water and water service. Cost of service includes the cost of operation and maintenance of the City of Ukiah water utility used for the collection, processing and distribution of water and payment of principle and interest on debt used to finance capital projects. The purpose of this resolution is to establish a method of sharing the cost of service among the users of the water system for all areas served by the City of Ukiah Water Utility Monthly service charges are a readiness-to-serve fee and apply to all accounts regardless of consumption. Each unit of consumption will be billed at the consumption rate. Monthly service charges are proportional to meter size with rates increasing across meter size in proportion to the capacity demand guidelines published by the American Water Works Association. (Note: The monthly service charge for fire service meters reflects the estimated cost to maintain fire service connections, monitor water usage, and service the accounts.) Consumption charges are applied to all water consumed as recorded by the water meter. Water is sold in units of hundred cubic feet (hcf) which is 748 gallons. Current (1) Oct. 2020 July 2021 July 2022 July 2023 July 2024 Water Usage Rate ($/CCF) All Water Usage 3.22$ 3.26$ 3.48$ 3.72$ 3.98$ 4.18$ Monthly Service Charge 3/4" meter 37.85$ 39.88$ 42.67$ 45.66$ 48.86$ 51.30$ 1" meter 60.78$ 63.87$ 68.34$ 73.12$ 78.24$ 82.15$ 1 1/2" meter 117.57$ 123.31$ 131.94$ 141.18$ 151.06$ 158.61$ 2" meter 186.02$ 194.92$ 208.56$ 223.16$ 238.78$ 250.72$ 3" meter 345.80$ 362.14$ 387.49$ 414.61$ 443.63$ 465.81$ 4" meter 574.03$ 600.97$ 643.04$ 688.05$ 736.21$ 773.02$ 6" meter 1,144.08$ 1,197.51$ 1,281.34$ 1,371.03$ 1,467.00$ 1,540.35$ Notes: (1) Effective January 1, 2020. Page 369 of 658 Table 2: City of Ukiah Water Utility – Water Shortage Rate Surcharges Page 370 of 658 Page 1 of 9 Agenda Item No: 11.b. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-428 AGENDA SUMMARY REPORT SUBJECT: Public Hearing on and Consideration of City Adopting Resolution Authorizing (1) Series 2020A Lease Revenue Bonds to Reimburse the City for the Cost to Purchase, Renovate, and Improve City Facilities and (2) 2020B Lease Revenue Bonds to Pay Off a Portion of the City’s Unfunded Accrued Liability with CalPERS DEPARTMENT: Finance PREPARED BY: Dan Buffalo, Finance Director PRESENTER: Dan Buffalo, Director of Finance; Mike Meyer and Eric Scriven, NHA Advisors ATTACHMENTS: 1. A1 - Resolution_of_the_City_Draft_08-06-20 (GFE) 2. A2 - Resolution_of_the_Authority_Draft_08-06-20 (GFE) 3. A3 - Ukiah_2020A_Site_Lease_[Draft_08-13-20] 4. A4 - Ukiah_2020B_Site_Lease_[Draft_08-13-20] 5. A5 - Ukiah_2020A_Lease_Agreement_[Draft_08-13-20] 6. A6 - Ukiah_2020B_Lease_Agreement_[Draft_08-13-20] 7. A7 - Ukiah_2020A_Assignment_Agreement_[Draft_08-13-20] 8. A8 - Ukiah_2020B_Assignment_Agreement_[Draft_08-13-20] 9. A9 - Ukiah_Indenture_[Draft_08-13-20] 10. A10 - Ukiah 2019-20 Pension Report 200214 11. A11 - Ukiah UAL Restructuring Analysis 200812 12. A12 - Ukiah_Memorandum_of_2020A_Lease_Agreement_[Draft_08-13-20] Summary: The City Council has expressed its intention to issue municipal tax-exempt bonds (Series 2020A Lease Revenue Bonds) to reimburse the City for the cost to purchase the Bank of America Building (“Facility”) and to pay the costs associated with renovating and preparing it for service, including the roof replacement project for the museum (collectively, the “Ukiah Community Facilities Acquisition and Improvement Project.” or “Project”). Further, in 2019 the Finance Department commissioned a report by NHA Advisors, the City’s Registered Municipal Advisor, to analyze and provide recommendations to address its Unfunded Accrued Liability (“UAL”) with CalPERS. The UAL represents the City’s share of CalPERS estimated liabilities to meet pension benefit obligations earned by current and past City employees and the assets available to fund them. It is an existing debt owed to those employees. CalPERS is responsible to make the annuity payments to pensioners. The Council will consider approval of a proposal to refinance a portion of the City’s UAL with its miscellaneous and public safety pension plans with CalPERS by issuing a second series of taxable bonds (Series 2020B Lease Revenue Bonds). Series 2020A Lease Revenue Bonds - Ukiah Community Facilities Acquisition and Improvement Project Proceeds from the 2020A Lease Revenue Bonds will be used to reimburse the City for the cost to purchase the Bank of America Building, and to pay the costs associated with renovating the new customer service center and roof replacement project for the museum. This proposed series of tax-exempt bonds is currently estimated to have an all-in cost of financing around 1.95 percent and amortized over 20 years. Page 371 of 658 Page 2 of 9 Series 2020B Lease Revenue Bonds With proceeds from the 2020B Bonds the City intends to refinance a portion of the UAL of the City’s Miscellaneous, Safety Fire, and Safety Police pension plans with CalPERS. The City has identified two goals for the refinancing: (1) to generate cash flow savings to the City and taxpayers through historically low current bond market interest rates relative to the CalPERS discount rate assumption (currently 7 percent), and (2) to create a repayment schedule for the City’s pension liabilities that enhances budget predictability and long term fiscal sustainability and resiliency. This proposed taxable refinancing is currently estimated to have an all-in cost of financing between 3.70 percent and 4.00 percent (vs. 7.0 percent that CalPERS charges the City on the outstanding UAL) based on current market conditions. Background: Ukiah Community Facilities Acquisition and Improvement Project and 2020A Lease Revenue Bonds The acquisition of the Bank of America Building took place on June 1, 2020, advanced out of City reserves but with the intention ultimately to debt finance the acquisition and necessary renovations and ADA (Americans with Disabilities Act) improvements. Management identified this as a unique time to use tax-exempt financing (the “Financing”) to effectuate the Project. CalPERS UAL Restructuring and 2020B Lease Revenue Bonds In 2019 the Finance Department commissioned a report (Attachment 10) by NHA Advisors, the City’s Registered Municipal Advisor, to analyze and provide recommendations to address its Unfunded Accrued Liability (“UAL”) with CalPERS. The UAL represents the City’s share of CalPERS estimated liabilities to meet pension benefit obligations earned by current and past City employees and the assets available to fund them. It is an existing debt, reported by the City on the face of its audited financial statements and owed to those employees. CalPERS is responsible to make the annuity payments, but the City is responsible for funding them. Over the last 7 years, the City's aggregate UAL for its CalPERS Miscellaneous, Safety Fire, and Safety Police Plans has grown from $25 million to about $56 million (estimated for 6/30/2021 by CalPERS). The UAL will likely be increasing again after incorporation of the 6.7 percent FYE 2019 returns and 4.7 percent returns for FYE 2020. The UAL represents the shortfall/gap between what is actuarially expected to be needed to pay retiree benefits over time compared to the current assets on hand and expected earnings on those assets from City contributions, employee contributions and past CalPERS earnings. The $56 million of UAL debt is reduced over time through payments required by CalPERS. The payments are defined through multiple amortization schedules over 2 to 30 years, and interest is charged to the City at the current rate of 7.0 percent. Pension cost increases are the largest financial challenge facing most cities throughout the state and are primarily due to factors outside the City’s control, including discount rate changes, assumption changes made by CalPERS and investment returns that were below expectations. In fiscal year 2021 alone the City paid CalPERS over $4.1 million for its annual UAL installment. This was a budgetary expenditure not required of the City prior to 2008. Discussion: ANALYSIS OF THE TWO SERIES: 2020A Lease Revenue Bonds: Ukiah Community Facilities Acquisition and Improvement Project The newly formed Ukiah Public Financing Authority (the “Authority”) will be used as the conduit entity to assist in the Financing as the counter-party to the various legal agreements and as issuer of the Series 2020A Lease Revenue Bonds, bank qualified, in an aggregate amount of not to exceed Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000). It is anticipated that the 2020A Bonds will be repaid over a 20-year fully amortizing term, which equates to annual debt service of approximately $191,746, based on currently estimated tax-exempt interest rates of about 2.16 percent. Page 372 of 658 Page 3 of 9 The Bonds would be issued pursuant to the terms and conditions of a Trust Agreement (the “Trust Agreement”), dated as of October 1, by and among the Authority, the City and Bank of New York Mellon, as Trustee thereunder. In accordance with the State of California Constitution, and as necessary to provide security for the repayment of the 2020A Bonds, the City has agreed pursuant to the Site Lease referenced in the subject resolutions (the “Site Lease” Attachments 3 and 4), to lease certain City owned real property and facilities to the Authority. The Authority has in turn agreed pursuant to the Lease Agreement referenced in the subject resolutions (the “Lease Agreement” Attachments 5 and 6) to sublease the Site and Facilities back to the City in exchange for the City’s promise to make annual rental payments (the “Rental Payments”) to the Authority for the City’s use and occupancy of the Site and Facilities. The Rental Payments are being assigned by the Authority to the Trustee pursuant to an Assignment Agreement referenced in the subject resolutions (the “Assignment Agreement” Attachment 7) which Rental Payments are then paid by the Trustee to 2020A Bondholders. By Project element, estimated costs break down as follows. These are estimates, and elements 2-4 will require additional Council consideration and approval later. Further, Council could replace elements identified here with alternatives provided they are capital improvements-related and not maintenance or operational activities. Estimated debt service for each component also is noted. Acquisition of the Building: $762,562; annual debt services of $51,305 Renovation and ADA improvements to Building: $750,000; annual debt services of $50,459 Relocation of current services to Building and re-appropriation of vacated space: $737,438; annual debt services of $47,506 Grace Hudson Museum Roof Replacement: $600,000; annual debt services of $40,368 Of note, the Museum Endowment has committed $60,000 ($30,000 per year for two years) to support the museum roof project. Financial Impact: Total interest paid over the 20 year term of the bonds is estimated to be $605,480. Combined with the principal paid of $2,850,000, total payments would be $3,454,646. Considering the time value of money, financing this project at current tax-exempt market rates over 20 years is an effective and efficient use of resources. As an example, the present value of payments totaling $3,454,646 in 20 years assuming an average 2 percent inflation rate would be $2,828,797 (present value of an annuity). Assuming a higher average inflation rate would make financing the project even more cost-effective. In other words, it could be less expensive to borrow money to finance the Project than pay with cash on hand. It is one of the primary reasons management is recommending this financing strategy. Cost of issuance are estimated to be $34,358, which include, but are not limited to, costs associated with establishing the Ukiah Financing Authority (completed in June), bond and disclosure counsel, financial advisory services, and underwriting services. This amounts to 1.2 percent of the issuance (par) amount of the bonds. Issuance costs are paid out of the bond proceeds received, and debt service on those is estimated at $2,206 annually. 2020B Lease Revenue Bonds: CalPERS UAL Restructuring Page 373 of 658 Page 4 of 9 Given the significant unfunded nature of the City’s pension obligations, the challenge is: how can the City most effectively secure the financial future of the City, its employees, and its retirees while ensuring the delivery of public services and stewardship of public resources. Numerous cities (Riverside, Marysville, Pacifica, West Covina, El Monte, Ontario, Carson, Inglewood, Montebello, Pasadena, Glendora, Larkspur, Monrovia, Hawthorne, Pomona, La Verne and several others) throughout California have recently refinanced their UAL to restructure the payment pattern and increase the funding of their pension plan. The proposed Bonds can be an effective tool to achieve several objectives: 1. Achieve Fiscal Stability: Change the payment pattern (e.g., a smooth pattern for bond repayment, vs a sharply increasing pattern with no bonds). Smoother payment patterns make budgeting easier. 2. Realize Savings: Obtain higher expected investment returns on investments at retirement system (e.g., 7 percent) than borrowing cost (e.g., ~3.70-4.00 percent as of July 2020) 3. Maintain Service Levels: Reduce chance of service reductions, public safety layoffs, deferred maintenance. 4. Increase the pension plan’s level of funding: from 65 percent to 92 percent 5. Establish a Long-Term Plan; Incorporating best practices, operate the City on an actuarially sound basis to meet and reduce future liabilities. Objectives 1 and 2 were the most important considerations in staff’s analysis and key drivers in its recommendation here. The City’s financing team is evaluating various amortization structures for the Bonds that optimize those two primary objectives. Financial Impact: There are numerous ways in which the City can restructure its UAL payments under a refinancing such as this. Given the two primary objectives mentioned earlier, the financing team (staff, municipal advisor, and the City’s budget ad hoc) examined six funding alternatives (Attachment 11). The chart below graphically depicts three preliminary options the team considered most impactful to meeting those objectives. Each of the three options assumes that the city funds about 77 percent of its UAL, bringing the funding ratio of all three plans to about 92 percent - a healthy funding ratio according to most actuaries. Each option below also assume that the City generates $5 million of upfront savings for FY 2020/21 to help address COVID-19 revenue concerns. Based on feedback from City Council and discussion on August 19th, City Staff and the Financing Team can further refine the desired options. The three options are briefly described below: OPTION 1 – 27 Year Maturity; payments then declining in the future years to mimic the current structure (no years of dissavings/added payments) . Most cumulative savings ($14.5M) but least amount of near-term savings ($14.0M through 2037) OPTION 2 – 27-Year Maturity with 2% escalation in payments; $26.9M of savings through 2037, $1.0M of cumulative savings through maturity OPTION 3 – 30-Year Maturity with level payments; $27.8M of savings through 2037, negative $2.2M of cumulative savings through maturity Page 374 of 658 Page 5 of 9  The new projected payments (shown in the lines, representing the estimated City lease payments combined with remaining UAL with CalPERS) for the City vs the current payments with CalPERS (grey bars) are shown above, with detailed savings and bond estimates in the table below and in Attachment 9. As shown, the refinancing is estimated to generate $5.0 million in savings for FY 2021 and then between $820K and $1.6M on average annually through 2037. While total savings varies from negative $2.2 million to positive $14.5 million, the present value savings (“savings in today’s dollars”) is fairly steady across all three scenarios, ranging from $10.4M to $12.2M. All savings estimates assume current interest rates and 7.0 percent future CalPERS returns. City of Ukiah Preliminary UAL Restructuring Options – Estimated Savings Summary Page 375 of 658 Page 6 of 9 Ultimately, actual savings from the restructuring will be a component of two factors: (1) actual interest rates at the time of bond pricing (estimated to be October 2020) and (2) future CalPERS returns, which is an unknown at the time of bond issuance. To the extent that CalPERS earns lower than 7.0 percent over the next 25-30 years, the savings will be less than shown above. If higher than 7.0 percent, then the savings will be higher than estimated. The rule of thumb is that the City will be better off (i.e. the UAL Restructuring produced savings) if CalPERS earns more than the interest rate on the bonds (currently estimated between 3.75 percent and 4.00 percent). While past performance doesn’t guarantee future results, CalPERS historical 30-year returns are 8.0 percent, 5.5 percent for the last 20 years, 8.5 percent for last 10 years and 6.3 percent for the last 5 years. Assessing and mitigating reinvestment risk will be a key objective as the City and its team evaluate and optimize the final bond structure. Other concerns (besides reinvestment risk) of pension bonds that were highlighted by the GFOA (Governance Finance Officers Association) in 2015 are not applicable (or outdated) to the proposed issuance of bonds and will be addressed in more detail by the City’s municipal advisor during the PowerPoint presentation on August 19th. Series 2020B: Savings for FY 2020/21 will be approximately $5 million no matter what structuring option is executed. Future annual payments and the savings generated will be dependent on which options are ultimately pursued, interest rates at the time of issuance and future CalPERS returns. Cost of issuance are estimated to be $585,818, which include, but are not limited to, costs associated with establishing the Ukiah Financing Authority (completed in June), bond and disclosure counsel, financial advisory services, and underwriting services. This amounts to 1.2 percent of the issuance (par) amount of the bonds. Issuance costs are paid out of the bond proceeds received. Staff and the Financing Team will have more refined estimates when the Preliminary Official Statement will be ready for approval by the City Council (likely in September or October of 2020). SUMMARY OF THE RESOLUTIONS: The subject resolutions essentially authorize and approve the form of all the primary legal documents (the “Financing Documents”) necessary to provide for the successful issuance of the Bonds. The adoption of each Resolution is a legal prerequisite to allow for the completion of the appropriate documentation necessary for the issuance of the Bonds. The accompanying Financing Documents comprise a financing structure that is considered standard for California cities to legally incur debt secured by general fund revenues, and is acceptable to the Bank, as the purchaser of the Bonds. In using this financing structure, a lease arrangement Page 376 of 658 Page 7 of 9 must be established with a third-party governmental entity. The Authority is being used to serve this purpose for this financing transaction. PUBLIC HEARING: In accordance with Government Code Section 6586 (a), (c) and (d), the City must hold a public hearing to consider public testimony concerning the possible issuance of Bonds by the Authority to finance certain public capital improvements within the boundaries of the City, including the City of Ukiah Customer Service Center Project as well as the streets leased as security for the 2020B Lease Revenue Bonds (the “Leased Assets”). The Resolutions approve the lease of the Site and Facilities and the sale of the Bonds by the Authority and find that there are significant public benefits in connection with the Leased Assets, and the associated Financing thereof with the proceeds of the Bonds. The City Clerk has provided notice of the public hearing as required by law. SUMMARY OF FINANCING DOCUMENTS: The Financing Documents are being presented to the City Council as “form-only documents.” The actual final forms cannot be produced at this time because the exact amounts, dates, and certain other information will not be known until the actual sale date. The subject resolutions authorize and direct certain City and Authority officers and staff to finalize the Financing Documents as and when appropriate, and to do all things necessary to provide for the issuance of the Bonds. If the final terms for any reason should fall outside of expected parameters, staff will return for further direction before finalizing the transaction. The Financing Documents are described in detail below but can be succinctly summarized as follows: The 2020A Lease Revenue Bonds are sold to the underwriter and the proceeds from the sale of the 2020A Lease Revenue Bonds are used to reimburse the City for advanced project costs to date of $762,562 with the balance of $2,087,438 being set aside in a City controlled Project Fund which will be used to repair and renovate the City of Ukiah Customer Service Center Project and to pay costs of issuance. The 2020B Lease Revenue Bonds are sold to the underwriter and the proceeds from the sale of the 2020B Lease Revenue Bonds are used to refinance a portion of the City’s Miscellaneous, Safety Fire, and Safety Police pension plans UAL owed to CalPERS, and to pay costs of issuance. Pursuant to the Lease Agreements (Attachments 5 and 6), the City is leasing the Leased Assets from the Authority in exchange for making semi-annual Rental Payments which are assigned to the Trustee, who then makes corresponding semi-annual debt service payments directly to the Bond Owners. The Financing Documents, and a brief description of each, is as follows: 1. Site Leases (Attachments 3 and 4): These are the agreements between the City and Authority, which provides the mechanism of leasing the Leased Assets, respectively, to the Authority so that they can be leased back pursuant to the respective Lease Agreements. 2. Lease Agreements (Attachments 5 and 6): These agreements provide for the lease of the Leased Assets, respectively, back to the City in exchange for Rental Payments commensurate with the respective debt service schedules for each series of the Bonds. Under each of the Lease Agreements the City is pledging its general fund to make the annual Rental Payments for the life of the Bonds. Each Lease Agreement, among other things, provides the following: • That the City must include Rental Payments due each Fiscal Year in each corresponding annual budget and to make the necessary annual appropriations for all such annual Rental Payments. • That the City must, at its sole cost and expense, keep and maintain the Site and Facilities in a clean, safe and good condition and repair. • That the City shall have the option at any time to substitute other real property in place of the Site and Page 377 of 658 Page 8 of 9 Facilities (i.e., the City has the right to substitute the collateral of the lease transaction), provided that the City is able to first satisfy all of the requirements set forth in Section 7 of the respective Lease Agreement. • That the City must procure and maintain throughout the term of the financing, the insurance set forth in Section 9 of each Lease Agreement. • That the obligation of the City to pay Rental Payments shall be abated during any period in which by reason of any damage, destruction or condemnation there is substantial interference with the use and occupancy of the Leased Assets or any portion thereof by the City. • That upon termination or expiration of a Lease Agreement, and the first date upon which the respective Bonds are no longer outstanding, all right, title and interest in and to the respective Leased Asset shall vest in the City. • That the Authority covenants that, prior to the discharge of a Lease Agreement and the corresponding series of Bonds, it will diligently maintain its status as a joint powers authority under the laws of the State of California, and will not engage in any activities inconsistent with the purposes for which the Authority is organized. 3. Assignment Agreements (Attachments 7 and 8): This agreement provides the terms and conditions under which the Authority assigns the City’s Rental Payments to the Trustee, for ultimate payment to the Bondholders. 4. Indenture (Attachment 9): Another key legal agreement that provides for execution and delivery of the Bonds in exchange for proceeds in the par amount of each series, and further lays out the covenants and specifics of the Bonds, as well as the Trustee’s duties, repayment mechanisms, default and remedies provisions, and Bondholder’s associated rights and remedies. 5. Memorandum of 2020A Lease Agreement (Attachment 12): recorded with the Mendocino County Recorded in lieu of the full 2020A Lease agreement, incorporating all of the terms of 2020A Lease Agreement therein. May not be needed ultimately. NEXT STEPS: Assuming approval of the resolutions by the City and the Authority, City staff and its financing team will (1) begin drafting the Preliminary Official Statement (“POS” – prospectus for investors), (2) developing a credit rating presentation for discussion with Standard and Poor’s (rating agency), (3) refining the UAL restructuring options with guidance from the City Council and updating figures based on the recently released CalPERS actuarial reports and (4) hiring an underwriter(s) that will ultimately be used to sell the City’s bonds to investors. City staff expects to be back in front of the City Council for approval of the POS in late September or early October. Recommended Action: City Council adopt the attached resolution (Attachments 1) authorizing staff to move forward with the financing strategy as presented. BUDGET AMENDMENT REQUIRED: Yes CURRENT BUDGET AMOUNT: $0 PROPOSED BUDGET AMOUNT: Fund 208: $34,302. General fund, golf, conference center, airport, water, sewer, and electric enterprise funds: $585,817 total to be allocated by relative share of total pension liability as of June 30, 2020. FINANCING SOURCE: Bond proceeds PREVIOUS CONTRACT/PURCHASE ORDER NO.: COORDINATED WITH: City Manager's Office Page 378 of 658 Page 9 of 9 Page 379 of 658 Attachment 1 RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING THE ISSUANCE OF TWO SEPARATE SERIES OF LEASE REVENUE BONDS; APPROVING THE FORMS OF AND AUTHORIZING AND DIRECTING EXECUTION AND DELIVERY OF TWO SEPARATE SITE AND FACILITIES LEASES AND LEASE AGREEMENTS, AS WELL AS A MEMORANDUM OF LEASE AGREEMENT AND CERTAIN OTHER DOCUMENTS IN CONNECTION THEREWITH; AND AUTHORIZING AND DIRECTING CERTAIN OFFICIAL ACTIONS WITH RESPECT THERETO WHEREAS, the City of Ukiah (the “City”) is obligated by the Public Employees’ Retirement Law, commencing with Section 20000 of the Government Code of the State of California, as amended (the “Retirement Law”), to make payments to the California Public Employees’ Retirement System (“CalPERS”) relating to pension benefits accruing to current and former City employees who are CalPERS members, including retired employees (the "CalPERS Obligations"); and WHEREAS, the City currently has an unfunded accrued liability (the “UAL”) in respect of the CalPERS Obligations; and WHEREAS, the CalPERS Obligation, including the UAL, is evidenced by a contract or contracts with CalPERS with respect to public safety employees and miscellaneous employees of the City, as heretofore and hereafter amended from time to time (collectively, the “CalPERS Contract”); and WHEREAS, the City, working together with the Ukiah Public Financing Authority, a joint powers authority and public body duly organized and existing under the laws of the State of California (the “Authority”), have agreed to enter into certain contractual relations for the purpose, among other things, of providing financing (the “Financing”) for the City’s proposed (i) new City administration building and related facilities, all as more particularly described in the hereinafter approved 2020A Lease Agreement (the “Customer Service Center Project”), and (ii) prepayment of a portion of the City’s UAL, all as more particularly described in the hereinafter approved 2020B Lease Agreement (the “CalPERS Prepayment Project,” and together with the Customer Service Center Project, the “Project”; and WHEREAS, for the purpose of providing for the Financing of the Customer Service Center Project, the City is hereby requesting the Authority to assist the City in the issuance of the proposed Lease Revenue Bonds, Series 2020A (City of Ukiah Customer Service Center Project), in the aggregate principal amount of not to exceed $2,850,000 (the “2020A Bonds”), all pursuant to a Indenture (the “Indenture”), dated as of October 1, 2020, by and among the City, the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”); and WHEREAS, for the purpose of providing for the Financing of the CalPERS Prepayment Project, the City is hereby requesting the Authority to assist the City in the issuance of the proposed Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project), in the aggregate principal amount not to exceed that required for the purpose of refinancing part or all of the City’s UAL (the “2020B Bonds,” and together with the 2020A Bonds, the “Bonds”), all pursuant to the Indenture; and WHEREAS, the City proposes to lease certain City owned real property and facilities, together with the City of Ukiah Customer Service Center Project (collectively, the “2020A Leased Property”) to the Authority pursuant to a Site and Facilities Lease (the “2020A Site Lease”), dated as of October 1, 2020, by and between the Authority and the City; and Page 380 of 658 Page 2 of 5 WHEREAS, the Authority will then sublease the 2020A Leased Property back to the City pursuant to a 2020A Lease Agreement (the “2020A Lease Agreement”), dated as of October 1, 2020, by and between the Authority and the City, in consideration for which the City will to make certain annual rental payments (the “2020A Rental Payments”) to the Authority; and WHEREAS, the City proposes to lease certain City streets (collectively, the “2020B Leased Property”) to the Authority pursuant to a 2020B Site and Facilities Lease (the “2020B Site Lease,” and together with the 2020A Site Lease, the “Site Lease”), dated as of October 1, 2020, by and between the Authority and the City; and WHEREAS, the Authority will then sublease the 2020B Leased Property back to the City pursuant to a 2020B Lease Agreement (the “2020B Lease Agreement,” together with the 2020A Lease Agreement, the “Lease Agreement”), dated as of October 1, 2020, by and between the Authority and the City, in consideration for which the City will to make certain annual rental payments (the “2020B Rental Payments,” and together with the 2020A Rental Payments, the “Rental Payments”) to the Authority; and WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code (the “Act”); and WHEREAS, the City Council desires to designate the 2020A Bonds as a “Qualified Tax-Exempt Obligation” for purposes of Paragraph (3) of Section 265(b) of the Internal Revenue Code of 1986 (the “Code”); and WHEREAS, the City is a member of the Authority and the City of Ukiah Customer Service Center Project is to be located within the boundaries of the City; and WHEREAS, on this 19th day of August, 2020, a public hearing was held on the financing of the City of Ukiah Customer Service Center Project in accordance with Section 6586.5 of the Act, which hearing was held at City Hall, 300 seminary Avenue, Ukiah, California; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Ukiah Daily Journal, a newspaper of general circulation in the City; and WHEREAS, the City, with the aid of its staff, has reviewed the Indenture, the Site Lease, the Lease Agreement and the Memorandum of Lease Agreement (collectively the Indenture, Site Lease, Lease Agreement and Memorandum of Lease Agreement are hereafter referred to as the “Financing Documents”), the forms of which are on file with the City Clerk, and the City Council wishes at this time to approve the foregoing in the public interests of the City; and WHEREAS, pursuant to Government Code Section 5852.1, certain information relating to the Bonds is set forth in Appendix A attached to this Resolution, and such information is hereby disclosed and made public; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the Financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate the Financing in the manner and upon the terms herein provided; and Page 381 of 658 Page 3 of 5 WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the Financing and the issuance of the Bonds and the execution and delivery of all agreements and documents relating thereto; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as follows: Section 1. Recitals and Findings. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City set forth in the recitals set forth above and in the preambles of the documents approved herein are true and correct and that the Financing of the Project will result in significant public benefits for the residents of the City. The City Council hereby further finds and determines that the annual and total rental to be paid under the Lease Agreement does not exceed the annual and total fair rental value, respectively, of the Leased Property as set forth in the Lease Agreement. Section 2. Authorized Representatives. Mayor, Vice Mayor, City Manager, Finance Director and City Clerk, and any other person designated by the Mayor or City Manager to act on behalf of the City shall each be an “Authorized Representative” of the City for the purposes of structuring and providing for the issuance of the Bonds, and are hereby authorized, jointly and severally, for and in the name of and on behalf of the City, to execute and deliver any and all documents and certificates that may be required to be executed in connection with the issuance, sale and delivery of the Bonds (including, but not limited to, the Financing Documents and any other documentation required or necessary in connection therewith), and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the City Council has approved in this Resolution and the Financing Documents. Section 3. Approval of the Issuance of the Bonds. The City Council hereby approves the issuance of the Bonds by the Authority pursuant to the terms of the Financing Documents in substantially the form on file with the City Clerk. Section 4. Appointment of Trustee. The Bank of New York Mellon Trust Company, N.A.is hereby appointed to act as Trustee under the Indenture unless and until replaced in accordance with the provisions of the Indenture. Section 5. Approval of Financing Documents. The Financing Documents in substantially the form on file with the City Clerk and presented at this meeting are hereby approved. Any Authorized Representative, on behalf of the City, each acting alone, are hereby authorized and directed, for and in the name of the City, to execute and deliver the Financing Documents in such form, together with such changes, insertions and omissions as may be approved by the City Attorney and/or an Authorized Representative, such execution to be conclusive evidence of such approval; and the City Clerk is hereby authorized and directed to attest such Financing Documents and affix the seal of the City thereto. The City Council hereby authorizes the delivery and performance of the Financing Documents. Section 6. Qualified Tax-Exempt Obligation. The City Council hereby designates the Lease 2020A Agreement and 2020A Bonds for purposes of Paragraph (3) of Section 265(b) of the Code as a “Qualified Tax-Exempt Obligation” and covenants that the 2020A Lease Agreement and 2020A Bonds do not constitute a private activity bond as defined in Section 141 of the Code and that the aggregate face amount of all tax-exempt obligations issued by the City (including all other subordinate entities of the City which may issue obligations on behalf of the City) during the calendar year 2020 is not reasonably expected to exceed $10,000,000. Page 382 of 658 Page 4 of 5 Section 7. Good Faith Estimates. In accordance with Section 5852.1 of the California Government Code, good faith estimates of the following are set forth on Appendix A attached hereto: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds. Section 8. Public Hearing. The City Council hereby finds that (a) the public capital improvements to be financed and refinanced by the Bonds are to be located within the boundaries of the City and (b) there are significant public benefits, including demonstrable savings in effective interest rates, bond preparation, bond issuance costs, arising from the Authority’s issuance of the Bonds to finance such public capital improvements as contemplated by Section 6586 of the California Government Code. Section 9. Engagement of Consultants. The City Council hereby confirms the engagement of The Weist Law Firm for bond counsel services and NHA Advisors for financial advisory services in connection with the issuance of the Bonds. Section 10. Official Actions. The Trustee and each Authorized Representative is hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 11. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the City Council of the City of Ukiah on August 19, 2020 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ____________________________ Douglas F. Crane, Mayor ATTEST: _________________________ Kristine Lawler, City Clerk Page 383 of 658 A-1 APPENDIX A GOOD FAITH ESTIMATES* Set forth below are good faith estimates of the City’s municipal advisor, as required under Section 5852.1 of the California Government Code (the “Code”) in connection with the Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project) (the “2020A Bonds”), and the Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) (the “2020B Bonds”). The following estimates have no bearing on, and should not be misconstrued as, any not-to-exceed financial parameters authorized by resolution. Series 2020A Bonds (a) The true interest cost of the 2020A Bonds is estimated at 2.1593588%, calculated as provided in Section 5852.1(a)(1)(A) of the Code. (b) The finance charge of the 2020A Bonds, including all fees and charges paid to third parties, is estimated at $34,342.02. ** (c) Proceeds of the 2020A Bonds to be received by the City of $3,111,449.65 less the finance charge set forth in (b) above, is equal to $3,077,107.63. *** (d) The total payment amount of the 2020A Bonds calculated as provided in Section 5852.1(a)(1)(D) of the Code is estimated at $3,834,336.11. Series 2020B Bonds (a) The true interest cost of the 2020B Bonds is estimated at 4.0543101%, calculated as provided in Section 5852.1(a)(1)(A) of the Code. (b) The finance charge of the 2020B Bonds, including all fees and charges paid to third parties, is estimated at $585,817.98. ** (c) Proceeds of the 2020B Bonds to be received by the City of $50,510,000.00 less the finance charge set forth in (b) above, is equal to $49,924,182.02. *** (d) The total payment amount of the 2020B Bonds calculated as provided in Section 5852.1(a)(1)(D) of the Code is estimated at $93,934,946.04. _____________ *All amounts and percentages are estimates, and are made in good faith by the City based on information available as of the date of adoption of this Resolution, The principal amounts, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto will differ from such good faith estimates which are subject to change prior to the time of closing. ** Total costs of issuance are allocated pro rata to Series A & B based on par amount. *** Includes anticipated cash funded debt service reserve fund. Page 384 of 658 Attachment 2 RESOLUTION NO. PFA-2020- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE UKIAH PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF TWO SEPARATE SERIES OF LEASE REVENUE BONDS; APPROVING THE FORMS OF AND AUTHORIZING AND DIRECTING EXECUTION AND DELIVERY OF TWO SEPARATE SITE AND FACILITIES LEASES, LEASE AGREEMENTS AND ASSIGNMENT AGREEMENTS, AS WELL AS A MEMORANDUM OF LEASE AGREEMENT, AN INDENTURE AND CERTAIN OTHER DOCUMENTS IN CONNECTION THEREWITH; AND AUTHORIZING AND DIRECTING OFFICIAL ACTIONS WITH RESPECT THERETO WHEREAS, the Ukiah Public Financing Authority (the “Authority”) is a joint powers authority and public body duly organized and existing under the laws of the State of California, organized with the power and authority to assist the City of Ukiah, California (the “City”), with the financing of certain public capital improvements for the use, benefit and enjoyment of the public; and WHEREAS, the City is obligated by the Public Employees’ Retirement Law, commencing with Section 20000 of the Government Code of the State of California, as amended (the “Retirement Law”), to make payments to the California Public Employees’ Retirement System (“CalPERS”) relating to pension benefits accruing to current and former City employees who are CalPERS members, including retired employees (the "PERS Obligations"); and WHEREAS, the City currently has an unfunded accrued liability (the “UAL”) in respect of the PERS Obligations; and WHEREAS, the Pension Obligation, including the UAL, is evidenced by a contract or contracts with CalPERS with respect to public safety employees and miscellaneous employees of the City, as heretofore and hereafter amended from time to time (collectively, the “CalPERS Contract”); and WHEREAS, the City has requested the assistance of the Authority to cause “Ukiah Public Financing Authority, Lease Revenue Bonds, Series 2020A (the “Customer Service Center Project”)” (the “2020A Bonds”) to be issued in the aggregate principal amount of not to exceed $2,850,000 for the purpose of providing permanent long-term financing for a portion of the costs of acquiring, constructing, furnishing and equipping of a new customer service center to be owned and operated by the City (the “Customer Service Center Project”), along with any reserve fund requirement and all financing costs associated with the execution and delivery of the 2020A Bonds, all pursuant to the terms and conditions of an Indenture (the “Indenture”), dated as of October 1, 2020, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee thereunder (the “Trustee”); and WHEREAS, the City has requested the assistance of the Authority to cause “Ukiah Public Financing Authority, Lease Revenue Bonds, Series 2020B (the “CalPERS Prepayment Project”)” (the “2020B Bonds,” and together with the 2020A Bonds, the “Bonds”) to be issued in the aggregate principal amount not to exceed that required for the purpose of refinancing part or all of the City’s UAL (collectively, the “CalPERS Prepayment Project,” and together with the Customer Service Center Project, the “Project”) along with any reserve fund requirement and all financing costs associated with the execution and delivery of the 2020B Bonds along with incidental and related expenses, all pursuant to the terms and conditions of the Indenture; and WHEREAS, the City proposes to lease certain City owned real property and facilities, together Page 385 of 658 Page 2 of 5 with the City of Ukiah Customer Service Center Project (collectively, the “2020A Leased Property”) to the Authority pursuant to a Site and Facilities Lease (the “2020A Site Lease”), dated as of October 1, 2020, by and between the Authority and the City; and WHEREAS, the Authority will then sublease the 2020A Leased Property back to the City pursuant to a 2020A Lease Agreement (the “2020A Lease Agreement”), dated as of October 1, 2020, by and between the Authority and the City, in consideration for which the City will to make certain annual rental payments (the “2020A Rental Payments”) to the Authority; and WHEREAS, the City proposes to lease certain City streets (collectively, the “2020B Leased Property”) to the Authority pursuant to a 2020B Site and Facilities Lease (the “2020B Site Lease,” and together with the 2020A Site Lease, the “Site Lease”), dated as of October 1, 2020, by and between the Authority and the City; and WHEREAS, the Authority will then sublease the 2020B Leased Property back to the City pursuant to a 2020B Lease Agreement (the “2020B Lease Agreement,” together with the 2020A Lease Agreement, the “Lease Agreement”), dated as of October 1, 2020, by and between the Authority and the City, in consideration for which the City will to make certain annual rental payments (the “2020B Rental Payments,” and together with the 2020A Rental Payments, the “Rental Payments”) to the Authority; and WHEREAS, to implement the foregoing, the Authority and the Trustee propose to execute and enter into (i) a 2020A Assignment Agreement (the “Assignment Agreement”), dated as of October 1, 2020, whereby the Authority will assign to the Trustee all of its rights and entitlements under the 2020A Site Lease and the 2020A Lease Agreement, including but not limited to the entitlement to receive the 2020A Rental Payments from the City, and (ii) a 2020B Assignment Agreement (the “2020B Assignment Agreement,” and together with the 2020A Assignment Agreement, the “Assignment Agreement”), dated as of October 1, 2020, whereby the Authority will assign to the Trustee all of its rights and entitlements under the 2020B Site Lease and the 2020B Lease Agreement, including but not limited to the entitlement to receive the 2020B Rental Payments from the City; and WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code (the “Act”); and WHEREAS, the City is a member of the Authority and the City of Ukiah Customer Service Center Project is to be located within the boundaries of the City; and WHEREAS, on this July 7, 2020, a public hearing was held on the financing of the City of Ukiah Customer Service Center Project in accordance with Section 6586.5 of the Act, which hearing was held at City Hall, 300 seminary Avenue, Ukiah, California; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Ukiah Daily Journal, a newspaper of general circulation in the City; and WHEREAS, the Authority, with the aid of its staff, has reviewed the Indenture, the Site Lease, the Lease Agreement (along with the corresponding “Memorandum of Lease Agreement”) and the Assignment Agreement (collectively the Indenture, Site Lease, Lease Agreement, Memorandum of Lease Agreement and Assignment Agreement are hereafter referred to as the “Financing Documents”), the forms of which are on file with the Secretary of the Authority (the “Secretary”), Page 386 of 658 Page 3 of 5 and the Board of Directors of the Authority (the “Board”) wishes at this time to approve the foregoing in the public interests of the Authority; and WHEREAS, Authority is authorized by law to lease and re-lease the Leased Property and to enter into the Financing Documents; and WHEREAS, pursuant to Government Code Section 5852.1, certain information relating to the Bonds is set forth in Appendix A attached to this Resolution, and such information is hereby disclosed and made public; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the City of Ukiah Customer Service Center Project in the manner and upon the terms herein provided; and NOW, THEREFORE, IT IS HEREBY DETERMINED AND RESOLVED BY THE BOARD OF DIRECTORS OF THE UKIAH PUBLIC FINANCING AUTHORITY AS FOLLOWS: Section 1. Recitals and Findings. The Board hereby specifically finds and declares that each of the statements, findings and determinations of the Authority set forth in the recitals set forth above and in the preambles of the documents approved herein are true and correct and are incorporated herein by this reference. The Board hereby further finds and determines that the annual and total rental to be paid under the Lease Agreement does not exceed the annual and total fair rental value, respectively, of the Leased Property as set forth in the Lease Agreement. Section 2. Authorization of the Bonds. The Board hereby authorizes the preparation, sale and delivery of the Bonds in accordance with the terms and provisions of the Indenture. Section 3. Authorized Representatives. The Chair, Vice Chair, Executive Director, Treasurer or Secretary, and any other person designated by the Board or Executive Director to act on behalf of the Authority, shall each be an “Authorized Representative” of the Authority for the purposes of structuring and providing for the issuance of the Bonds, and are hereby authorized, jointly and severally, for and in the name of and on behalf of the Authority, to execute and deliver any and all documents and certificates that may be required to be executed in connection with the execution and delivery of the Bonds (including, but not limited to, the Financing Documents and any other documentation required or necessary in connection therewith) and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the City Council has approved in this Resolution and the Financing Documents. Section 4. Approval of Financing Documents. The Financing Documents in substantially the form on file with the Secretary and presented at this meeting are hereby approved. Any Authorized Representative, on behalf of the Authority, each acting alone, are hereby authorized and directed, for and in the name of the Authority, to execute and deliver the Financing Documents in such form, together with such changes, insertions and omissions as may be approved by Authority counsel and/or an Authorized Representative, such execution to be conclusive evidence of such approval; and the Secretary is hereby authorized and directed to attest such Financing Documents and affix the seal of the Authority thereto. The Board hereby authorizes the delivery Page 387 of 658 Page 4 of 5 and performance of the Financing Documents. Section 5. Engagement of Consultants. The Board hereby confirms the engagement of The Weist Law Firm for bond counsel services and NHA Advisors for financial advisory services in connection with the issuance of the Bonds. Section 6. Good Faith Estimates. In accordance with Section 5852.1 of the California Government Code, good faith estimates of the following are set forth on Appendix A attached hereto: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds. Section 7. Public Hearing. The Board hereby finds that (a) the public capital improvements to be financed and refinanced by the Bonds are to be located within the boundaries of the City and (b) there are significant public benefits, including demonstrable savings in effective interest rates, bond preparation, bond underwriting or bond issuance costs, arising from the Authority’s issuance of the Bonds to finance such public capital improvements as contemplated by Section 6586 of the California Government Code. Section 8. Other Actions. The Chair, Vice Chair, Executive Director, Treasurer or Secretary, and such other officers of the Authority are authorized and directed, jointly and severally, to do any and all things and to execute and deliver the Financing Documents and any and all other documents and certificates which they may deem necessary or advisable in order to consummate the sale and delivery of the Bonds, and otherwise effectuate the purposes of this Resolution. Section 9. Effective Date. This Resolution shall take effect immediately from and after the date of its passage and adoption. THE FOREGOING RESOLUTION WAS PASSED AND ADOPTED by the Board of Directors of the Ukiah Public Financing Authority at a regular meeting held on this August 19, 2020, by the following roll call vote: AYES: NOES: ABSENT ABSTAIN: _____________________________ Douglas F. Crane, Chair of the Ukiah Public Financing Authority ATTEST: ____________________________ Kristine Lawler, Secretary of the Ukiah Public Financing Authority Page 388 of 658 A-1 APPENDIX A GOOD FAITH ESTIMATES* Set forth below are good faith estimates of the Authority’s municipal advisor, as required under Section 5852.1 of the California Government Code (the “Code”) in connection with the Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project) (the “2020A Bonds”), and the Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) (the “2020B Bonds”). The following estimates have no bearing on, and should not be misconstrued as, any not-to-exceed financial parameters authorized by resolution. Series 2020A Bonds (a) The true interest cost of the 2020A Bonds is estimated at 2.1593588%, calculated as provided in Section 5852.1(a)(1)(A) of the Code. (b) The finance charge of the 2020A Bonds, including all fees and charges paid to third parties, is estimated at $34,342.02. ** (c) Proceeds of the 2020A Bonds to be received by the City of $3,111,449.65 less the finance charge set forth in (b) above, is equal to $3,077,107.63. *** (d) The total payment amount of the 2020A Bonds calculated as provided in Section 5852.1(a)(1)(D) of the Code is estimated at $3,834,336.11. Series 2020B Bonds (a) The true interest cost of the 2020B Bonds is estimated at 4.0543101%, calculated as provided in Section 5852.1(a)(1)(A) of the Code. (b) The finance charge of the 2020B Bonds, including all fees and charges paid to third parties, is estimated at $585,817.98. ** (c) Proceeds of the 2020B Bonds to be received by the City of $50,510,000.00 less the finance charge set forth in (b) above, is equal to $49,924,182.02. *** (d) The total payment amount of the 2020B Bonds calculated as provided in Section 5852.1(a)(1)(D) of the Code is estimated at $93,934,946.04. _____________ *All amounts and percentages are estimates, and are made in good faith by the Authority based on information available as of the date of adoption of this Resolution, The principal amounts, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto will differ from such good faith estimates which are subject to change prior to the time of closing. ** Total costs of issuance are allocated pro rata to Series A & B based on par amount. *** Includes anticipated cash funded debt service reserve fund. Page 389 of 658 RECORDING REQUESTED BY: City of Ukiah WHEN RECORDED MAIL TO: The Weist Law Firm 20 South Santa Cruz Avenue, Suite 300 Los Gatos, California 95030 Attn: Cameron A. Weist, Esq. ) ) ) ) ) ) ) ) ) (DO NOT WRITE ABOVE LINE - SPACE FOR RECORDERS USE ONLY) THIS IS A FINANCING DOCUMENT RECORDED FOR THE BENEFIT OF THE CITY OF UKIAH. THIS TRANSACTION IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. 2020A SITE AND FACILITIES LEASE Dated as of October 1, 2020 by and between the UKIAH PUBLIC FINANCING AUTHORITY and the CITY OF UKIAH Relating to the $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) Attachment 3 Page 390 of 658 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. ........................................................................................................................................... 2  SECTION 2. 2020A SITE LEASE; TERM. ..................................................................................................................... 2  SECTION 3. RENTAL. .................................................................................................................................................... 2  SECTION 4. TITLE. ......................................................................................................................................................... 2  SECTION 5. DEFAULT. .................................................................................................................................................. 2  SECTION 6. EMINENT DOMAIN. ................................................................................................................................. 3  SECTION 7. RIGHT OF ENTRY. ................................................................................................................................... 3  SECTION 8. QUIET ENJOYMENT BY THE AUTHORITY. ....................................................................................... 3  SECTION 9. ASSIGNMENTS AND SUBLEASES. ....................................................................................................... 3  SECTION 10. TERMINATION. ...................................................................................................................................... 3  SECTION 11. WAIVER OF PERSONAL LIABILITY. ................................................................................................. 4  SECTION 12. TAXES. ..................................................................................................................................................... 4  SECTION 13. REPRESENTATIONS OF THE CITY. .................................................................................................... 4  SECTION 14. REPRESENTATIONS OF THE AUTHORITY. ...................................................................................... 4  SECTION 15. LAW GOVERNING. ................................................................................................................................ 4  SECTION 16. NOTICES. ................................................................................................................................................. 4  SECTION 17. VALIDITY AND SEVERABILITY. ........................................................................................................ 5  SECTION 18. PURPOSE OF 2020A SITE LEASE......................................................................................................... 5  SECTION 19. WAIVER OF DEFAULT. ......................................................................................................................... 5  SECTION 20. SECTION HEADINGS. ............................................................................................................................ 5  SECTION 21. AMENDMENTS. ...................................................................................................................................... 5  SECTION 22. EXECUTION; RECORDATION. ............................................................................................................ 6  EXHIBIT A — DESCRIPTION OF THE 2020A LEASED FACILITIES Attachment 3 Page 391 of 658 2020A SITE LEASE 1 2020A SITE AND FACILITIES LEASE This 2020A Site and Facilities Lease (the “2020A Site Lease”), dated as of October 1, 2020, is made by and between the CITY OF UKIAH, a municipal corporation duly organized and existing under the laws of the State of California (the “City”), as lessor, and the UKIAH PUBLIC FINANCING AUTHORITY, a joint exercise of powers agency, duly organized and existing under the laws of the State of California (the “Authority”), as lessee. RECITALS: WHEREAS, the City desires to finance the acquisition, design, construction, installation, renovation, furnishing and/or reimbursement of certain real property and improvements constituting a new customer service center for the City as well as a new roof for the City museum and other such public improvements (the “Ukiah Community Facilities Acquisition and Improvement Project”); and WHEREAS, in order to finance the Ukiah Community Facilities Acquisition and Improvement Project, the City wishes to lease to the Authority certain real property (the “2020A Site”) along with the improvements thereon (the “2020A Facilities,” and together with the 2020A Site, the “2020A Leased Facilities”); and WHEREAS, the 2020A Site is more particularly described in Exhibit A hereto; and WHEREAS, the Authority has determined to issue its Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project) (the “2020A Bonds”) in the aggregate principal amount of $____________, and its Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) in the aggregate principal amount of $____________ (the “2020B Bonds,” and together with the 2020A Bonds, the “Bonds”) pursuant to an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); and WHEREAS, the Authority, concurrently with the execution of this 2020A Site Lease, will lease the 2020A Leased Facilities to the City pursuant to a 2020A Lease Agreement, dated as of October 1, 2020 (the “2020A Lease”), by and between the City and the Authority, in consideration for base rental payments (the “2020A Base Rental Payments”); and WHEREAS, all rights to receive the 2020A Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to a 2020A Assignment Agreement, dated as of the date hereof (the “2020A Assignment Agreement”); and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this 2020A Site Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2020A Site Lease; and NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenant contained herein and for other valuable consideration, the parties hereto do hereby agree as follows: Attachment 3 Page 392 of 658 2020A SITE LEASE 2 SECTION 1. DEFINITIONS. Terms used herein and not otherwise defined herein but defined in the Indenture or the 2020A Lease shall have the meanings ascribed to them in the Indenture or the 2020A Lease, as applicable. SECTION 2. 2020A SITE LEASE; TERM. The City hereby leases the 2020A Leased Facilities to the Authority and the Authority hereby leases the 2020A Leased Facilities from the City, on the terms and conditions hereinafter set forth. The term of this 2020A Site Lease shall commence on October __, 2020, or the date this 2020A Site Lease is recorded in the Official Records of Mendocino County, California, whichever is later, and shall expire on the earliest of (i) the Expiration Date; (ii) the date the last 2020A Base Rental Payment is made under the provisions of the 2020A Lease; or (iii) the date of termination of the 2020A Lease pursuant to Section 2 thereof. Notwithstanding the foregoing, the term of this 2020A Site Lease shall automatically be extended commensurate with any extension of the 2020A Lease. SECTION 3. RENTAL. The Authority agrees to pay to the Trustee, on the Closing Date, the proceeds of the 2020A Bonds, as advance rental for the use and right to possession of the 2020A Leased Facilities for the term of this 2020A Site Lease. The rental shall be applied by the Trustee as provided in the Indenture. SECTION 4. TITLE. In accordance with the 2020A Lease, the City shall obtain, at its own cost and expense, a CLTA or ALTA policy of title insurance at the time of and dated as of the date of execution and delivery of the 2020A Bonds in an amount not less than the aggregate principal amount of the 2020A Bonds, payable to the Trustee, insuring the respective interests of the City and the Authority in the 2020A Leased Facilities, and insuring the validity of this 2020A Site Lease and the 2020A Lease, issued by a title insurance company qualified to do business in the State of California. Throughout the term of this 2020A Site Lease, title to the 2020A Leased Facilities shall remain in the City. SECTION 5. DEFAULT. (a) If the Authority shall fail to keep, observe or perform any term, covenant or condition contained herein to be kept or performed by the Authority, or (b) if (1) the Authority’s interest in this 2020A Site Lease or any part thereof is assigned or transferred without the written consent of the City, either voluntarily or by operation of law or otherwise, except as provided in Section 9 hereof, or (2) any proceeding under the United States Bankruptcy Code or any federal or state bankruptcy, insolvency or similar law providing for the appointment of a receiver, liquidator, trustee or similar official of the Authority or of all or substantially all of its assets is instituted by or with the consent of the Authority, or is instituted without its consent and is not permanently stayed or dismissed within sixty (60) days, or if the Authority offers to the Authority’s creditors to effect a composition or extension of time to pay the Authority’s debts, or asks, seeks or prays for a reorganization or to effect a plan or reorganization or for readjustment of the Authority’s debts, or if the Attachment 3 Page 393 of 658 2020A SITE LEASE 3 Authority shall make a general assignment or any assignment for the benefit of the Authority’s creditors, then the Authority shall be deemed to be in default hereunder and it shall be lawful for the City to exercise any and all rights and remedies available pursuant to law; provided however, that: (i) no merger of this 2020A Site Lease and of the 2020A Lease shall be deemed to occur as a result thereof; and (ii) so long as any [2020A Bonds][Bonds] remain outstanding the City shall have no power to terminate this 2020A Site Lease by reason of any default on the part of the Authority if such termination would prejudice the exercise of the remedies provided in Section 11 of the 2020A Lease. Neither the City nor the Authority shall in any event be in default in the performance of any of its obligations hereunder or imposed by law unless and until the City or the Authority (as the case may be) shall have failed to perform such obligations within sixty (60) days after notice by the Authority or the City to the nonperforming party properly specifying wherein such party has failed to perform any such obligation. SECTION 6. EMINENT DOMAIN. If the whole or any part of the 2020A Leased Facilities shall be taken under the power of eminent domain, the interest of the Authority shall be recognized and is hereby determined to be the amount of the unpaid principal components of 2020A Base Rental Payments due under the 2020A Lease, and all accrued interest thereon, and the amount of the unpaid Additional Rental Payments due under the 2020A Lease, and the balance of the award, if any, shall be paid to the City. SECTION 7. RIGHT OF ENTRY. The City and its assignees shall have the right to enter the 2020A Leased Facilities during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the City’s or the Authority’s rights or obligations under this 2020A Site Lease, and (c) for all other lawful purposes. SECTION 8. QUIET ENJOYMENT BY THE AUTHORITY. The Authority shall at all times during the term of this 2020A Site Lease peaceably and quietly have, hold and enjoy the 2020A Leased Facilities without suit, trouble or hindrance from the City, subject to the rights granted to the City under the Lease, and subject to the Authority’s compliance with the terms and provisions hereof. SECTION 9. ASSIGNMENTS AND SUBLEASES. The Authority shall not assign, mortgage, hypothecate or otherwise encumber this 2020A Site Lease or any rights hereunder or the leasehold created hereby by trust agreement, indenture or deed of trust or otherwise or sublet the 2020A Leased Facilities without the written consent of the City, except as provided by the 2020A Lease and as security for the [2020A Bonds][Bonds]. SECTION 10. TERMINATION. The Authority agrees, upon the termination of this 2020A Site Lease, to quit and surrender the 2020A Leased Facilities in the same good order and condition as the same were in at the time of commencement of Attachment 3 Page 394 of 658 2020A SITE LEASE 4 the term hereunder, reasonable wear and tear excepted, and the Authority and the City agree that any permanent improvements and structures existing upon the 2020A Leased Facilities at the time of the termination of this 2020A Site Lease shall remain thereon and title thereto shall be vested in the City. SECTION 11. WAIVER OF PERSONAL LIABILITY. All liabilities hereunder on the part of the Authority shall be solely liabilities of the Authority as a separate legal entity, and no member, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable hereunder for anything done or omitted to be done by the Authority hereunder. SECTION 12. TAXES. The Authority hereby agrees and covenants to pay, or to cause the City to pay, any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the 2020A Leased Facilities. SECTION 13. REPRESENTATIONS OF THE CITY. The City represents and warrants to the Authority and the Trustee: (a) the City has the full power and authority to enter into, to execute and to deliver this 2020A Site Lease, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this 2020A Site Lease; (b) except for Permitted Encumbrances, the 2020A Leased Facilities is not subject to any dedication, easement, right-of-way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the use of the 2020A Leased Facilities for governmental purposes as contemplated by the City; (c) all taxes, assessments or impositions of any kind with respect to the 2020A Leased Facilities, except current taxes, have been paid in full; and (d) the 2020A Leased Facilities are necessary to the City in order for the City to perform its governmental functions. SECTION 14. REPRESENTATIONS OF THE AUTHORITY. The Authority represents and warrants to the City and the Trustee that the Authority has the full power and authority to enter into, to execute and to deliver this 2020A Site Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this 2020A Site Lease. SECTION 15. LAW GOVERNING. This 2020A Site Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California. SECTION 16. NOTICES. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests Attachment 3 Page 395 of 658 2020A SITE LEASE 5 or other communications hereunder by either party lo the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail return receipt requested, postage pre-paid, and, if to the City, addressed to the City Manager, City of Ukiah, 300 Seminary Avenue, Ukiah, CA 95482, or if to the Authority, addressed to the Treasurer, Ukiah Public Financing Authority, 300 Seminary Avenue, Ukiah, CA 95482, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 17. VALIDITY AND SEVERABILITY. If any one or more of the terms, provisions, covenants or conditions of this 2020A Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this 2020A Site Lease shall be affected thereby, and each provision of this 2020A Site Lease shall be valid and enforceable to the fullest extent permitted by law. If for any reason this 2020A Site Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the City or by the Authority, or if for any reason it is held by such a court that any of the covenants and conditions of the Authority hereunder is unenforceable for the full term hereof, then and in such event this 2020A Site Lease is and shall be deemed to be a lease from year to year and all of the rental and other terms, provisions and conditions of this 2020A Site Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 18. PURPOSE OF 2020A SITE LEASE. The Authority covenants that during the term of this 2020A Site Lease, except to the extent that other uses may be permitted under the 2020A Lease, it will use or cause the use of, the 2020A Leased Facilities for the purposes described in the 2020A Lease and for such other purposes as may be incidental thereto. SECTION 19. WAIVER OF DEFAULT. Failure of the City to take advantage of any default on the part of the Authority shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this 2020A Site Lease be construed to waive or to lessen me right of the City to insist upon performance by the Authority of any term, covenant or condition hereof, or to exercise any rights given the City on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this 2020A Site Lease. SECTION 20. SECTION HEADINGS. All section headings contained are for convenience of reference only and are not intended to define or limit the scope of any provision of this 2020A Site Lease. SECTION 21. AMENDMENTS. This 2020A Site Lease may be amended in writing as may be mutually agreed by the Authority and Attachment 3 Page 396 of 658 2020A SITE LEASE 6 the City. SECTION 22. EXECUTION; RECORDATION. This 2020A Site Lease may be executed in any number of counterparts, each of which shall be deemed to an original, but all together shall constitute but one and the same 2020A Site Lease. It is also agreed that separate counterparts of this 2020A Site Lease may separately be executed by the City and the Authority, all with the same force and effect as though the same counterpart had been executed by both the City and the Authority. This 2020A Site Lease shall be recorded in the Land Records of Mendocino County, California. [Signature page to follow on next page] Attachment 3 Page 397 of 658 2020A SITE LEASE 7 IN WITNESS WHEREOF, the Authority has caused this 2020A Site Lease to be executed in its name by its duly authorized officers; and the City has caused this 2020A Site Lease to be executed in its name by its duly authorized officers, as of the date first above written. CITY OF UKIAH, CALIFORNIA By:______________________________ Sage Sangiacomo, City Manager Attest: By:__________________________ Kristine Lawler, City Clerk UKIAH PUBLIC FINANCING AUTHORITY By:________________________________ Daniel Buffalo, Treasurer Attest: By:__________________________ Kristine Lawler, Secretary Attachment 3 Page 398 of 658 2020A SITE LEASE A-1 EXHIBIT A DESCRIPTION OF THE 2020A LEASED FACILITIES ALL THAT CERTAIN REAL PROPERTY (ALONG WITH ALL IMPROVEMENTS, FIXTURES AND FACILITIES AT ANY TIME SITUATED THEREON) SITUATED IN THE CITY OF UKIAH, COUNTY OF MENDOCINO, STATE OF CALIFORNIA, AND ANY IMPROVEMENTS THERETO, DESCRIBED AS FOLLOWS: Attachment 3 Page 399 of 658 AUTHORITY’S CERTIFICATE OF ACCEPTANCE OF 2020A SITE AND FACILITIES LEASE This is to certify that the interest in real property conveyed by the 2020A Site and Facilities Lease, dated as of October 1, 2020, from the City of Ukiah, California, as lessor, to Ukiah Public Financing Authority (the “Authority”), as lessee, is hereby accepted by the undersigned officer on behalf of the Authority, pursuant to authority conferred by resolution of the Authority, and the Authority consents to recordation thereof by its duly authorized officer. Dated: October __, 2020 UKIAH PUBLIC FINANCING AUTHORITY By:__________________________________ Attachment 3 Page 400 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF MENDOCINO On , before me, _________________________________, (Date) (Name and Title of officer) personally appeared ____________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 3 Page 401 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF MENDOCINO On , before me, _________________________________, (Date) (Name and Title of officer) personally appeared ____________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 3 Page 402 of 658 2020B SITE AND FACILITIES LEASE Dated as of October 1, 2020 by and between the UKIAH PUBLIC FINANCING AUTHORITY and the CITY OF UKIAH Relating to the $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) Attachment 4 Page 403 of 658 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. ........................................................................................................................................... 2  SECTION 2. 2020B SITE LEASE; TERM. ..................................................................................................................... 2  SECTION 3. RENTAL. .................................................................................................................................................... 2  SECTION 4. TITLE. ......................................................................................................................................................... 2  SECTION 5. DEFAULT. .................................................................................................................................................. 2  SECTION 6. EMINENT DOMAIN. ................................................................................................................................. 3  SECTION 7. RIGHT OF ENTRY. ................................................................................................................................... 3  SECTION 8. QUIET ENJOYMENT BY THE AUTHORITY. ....................................................................................... 3  SECTION 9. ASSIGNMENTS AND SUBLEASES. ....................................................................................................... 3  SECTION 10. TERMINATION. ...................................................................................................................................... 3  SECTION 11. WAIVER OF PERSONAL LIABILITY. ................................................................................................. 4  SECTION 12. TAXES. ..................................................................................................................................................... 4  SECTION 13. REPRESENTATIONS OF THE CITY. .................................................................................................... 4  SECTION 14. REPRESENTATIONS OF THE AUTHORITY. ...................................................................................... 4  SECTION 15. LAW GOVERNING. ................................................................................................................................ 4  SECTION 16. NOTICES. ................................................................................................................................................. 4  SECTION 17. VALIDITY AND SEVERABILITY. ........................................................................................................ 5  SECTION 18. PURPOSE OF 2020B SITE LEASE. ........................................................................................................ 5  SECTION 19. WAIVER OF DEFAULT. ......................................................................................................................... 5  SECTION 20. SECTION HEADINGS. ............................................................................................................................ 5  SECTION 21. AMENDMENTS. ...................................................................................................................................... 5  SECTION 22. EXECUTION; RECORDATION. ............................................................................................................ 6  EXHIBIT A — DESCRIPTION OF THE 2020B LEASED FACILITIES Attachment 4 Page 404 of 658 2020A SITE LEASE 1 2020B SITE AND FACILITIES LEASE This 2020B Site and Facilities Lease (the “2020B Site Lease”), dated as of October 1, 2020, is made by and between the CITY OF UKIAH, a municipal corporation duly organized and existing under the laws of the State of California (the “City”), as lessor, and the UKIAH PUBLIC FINANCING AUTHORITY, a joint exercise of powers agency, duly organized and existing under the laws of the State of California (the “Authority”), as lessee. RECITALS: WHEREAS, the City desires to finance the acquisition, design, construction, installation, renovation, furnishing and/or reimbursement of certain real property and improvements constituting a new customer service center for the City as well as a new roof for the City museum and other such public improvements (the “Ukiah Community Facilities Acquisition and Improvement Project”); and WHEREAS, in order to finance the Ukiah Community Facilities Acquisition and Improvement Project, the City wishes to lease to the Authority certain real property (the “2020B Site”) along with the improvements thereon (the “2020B Facilities,” and together with the 2020B Site, the “2020B Leased Facilities”); and WHEREAS, the 2020B Site is more particularly described in Exhibit A hereto; and WHEREAS, the Authority has determined to issue its Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project) (the “2020A Bonds”) in the aggregate principal amount of $____________, and its Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) in the aggregate principal amount of $____________ (the “2020B Bonds,” and together with the 2020A Bonds, the “Bonds”) pursuant to an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); and WHEREAS, the Authority, concurrently with the execution of this 2020B Site Lease, will lease the 2020B Leased Facilities to the City pursuant to a 2020B Lease Agreement, dated as of October 1, 2020 (the “2020B Lease”), by and between the City and the Authority, in consideration for base rental payments (the “2020B Base Rental Payments”); and WHEREAS, all rights to receive the 2020B Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to a 2020B Assignment Agreement, dated as of the date hereof (the “2020B Assignment Agreement”); and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this 2020B Site Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2020B Site Lease; and NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenant contained herein and for other valuable consideration, the parties hereto do hereby agree as follows: Attachment 4 Page 405 of 658 2020A SITE LEASE 2 SECTION 1. DEFINITIONS. Terms used herein and not otherwise defined herein but defined in the Indenture or the 2020B Lease shall have the meanings ascribed to them in the Indenture or the 2020B Lease, as applicable. SECTION 2. 2020B SITE LEASE; TERM. The City hereby leases the 2020B Leased Facilities to the Authority and the Authority hereby leases the 2020B Leased Facilities from the City, on the terms and conditions hereinafter set forth. The term of this 2020B Site Lease shall commence on October __, 2020, or the date this 2020B Site Lease is recorded in the Official Records of Mendocino County, California, whichever is later, and shall expire on the earliest of (i) the Expiration Date; (ii) the date the last 2020B Base Rental Payment is made under the provisions of the 2020B Lease; or (iii) the date of termination of the 2020B Lease pursuant to Section 2 thereof. Notwithstanding the foregoing, the term of this 2020B Site Lease shall automatically be extended commensurate with any extension of the 2020B Lease. SECTION 3. RENTAL. The Authority agrees to pay to the Trustee, on the Closing Date, the proceeds of the 2020B Bonds, as advance rental for the use and right to possession of the 2020B Leased Facilities for the term of this 2020B Site Lease. The rental shall be applied by the Trustee as provided in the Indenture. SECTION 4. TITLE. In accordance with the 2020B Lease, the City shall obtain, at its own cost and expense, a CLTA or ALTA policy of title insurance at the time of and dated as of the date of execution and delivery of the 2020B Bonds in an amount not less than the aggregate principal amount of the 2020B Bonds, payable to the Trustee, insuring the respective interests of the City and the Authority in the 2020B Leased Facilities, and insuring the validity of this 2020B Site Lease and the 2020B Lease, issued by a title insurance company qualified to do business in the State of California. Throughout the term of this 2020B Site Lease, title to the 2020B Leased Facilities shall remain in the City. SECTION 5. DEFAULT. (a) If the Authority shall fail to keep, observe or perform any term, covenant or condition contained herein to be kept or performed by the Authority, or (b) if (1) the Authority’s interest in this 2020B Site Lease or any part thereof is assigned or transferred without the written consent of the City, either voluntarily or by operation of law or otherwise, except as provided in Section 9 hereof, or (2) any proceeding under the United States Bankruptcy Code or any federal or state bankruptcy, insolvency or similar law providing for the appointment of a receiver, liquidator, trustee or similar official of the Authority or of all or substantially all of its assets is instituted by or with the consent of the Authority, or is instituted without its consent and is not permanently stayed or dismissed within sixty (60) days, or if the Authority offers to the Authority’s creditors to effect a composition or extension of time to pay the Authority’s debts, or asks, seeks or prays for a reorganization or to effect a plan or reorganization or for readjustment of the Authority’s debts, or if the Attachment 4 Page 406 of 658 2020A SITE LEASE 3 Authority shall make a general assignment or any assignment for the benefit of the Authority’s creditors, then the Authority shall be deemed to be in default hereunder and it shall be lawful for the City to exercise any and all rights and remedies available pursuant to law; provided however, that: (i) no merger of this 2020B Site Lease and of the 2020B Lease shall be deemed to occur as a result thereof; and (ii) so long as any [2020B Bonds][Bonds] remain outstanding the City shall have no power to terminate this 2020B Site Lease by reason of any default on the part of the Authority if such termination would prejudice the exercise of the remedies provided in Section 11 of the 2020B Lease. Neither the City nor the Authority shall in any event be in default in the performance of any of its obligations hereunder or imposed by law unless and until the City or the Authority (as the case may be) shall have failed to perform such obligations within sixty (60) days after notice by the Authority or the City to the nonperforming party properly specifying wherein such party has failed to perform any such obligation. SECTION 6. EMINENT DOMAIN. If the whole or any part of the 2020B Leased Facilities shall be taken under the power of eminent domain, the interest of the Authority shall be recognized and is hereby determined to be the amount of the unpaid principal components of 2020B Base Rental Payments due under the 2020B Lease, and all accrued interest thereon, and the amount of the unpaid Additional Rental Payments due under the 2020B Lease, and the balance of the award, if any, shall be paid to the City. SECTION 7. RIGHT OF ENTRY. The City and its assignees shall have the right to enter the 2020B Leased Facilities during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the City’s or the Authority’s rights or obligations under this 2020B Site Lease, and (c) for all other lawful purposes. SECTION 8. QUIET ENJOYMENT BY THE AUTHORITY. The Authority shall at all times during the term of this 2020B Site Lease peaceably and quietly have, hold and enjoy the 2020B Leased Facilities without suit, trouble or hindrance from the City, subject to the rights granted to the City under the Lease, and subject to the Authority’s compliance with the terms and provisions hereof. SECTION 9. ASSIGNMENTS AND SUBLEASES. The Authority shall not assign, mortgage, hypothecate or otherwise encumber this 2020B Site Lease or any rights hereunder or the leasehold created hereby by trust agreement, indenture or deed of trust or otherwise or sublet the 2020B Leased Facilities without the written consent of the City, except as provided by the 2020B Lease and as security for the [2020B Bonds][Bonds]. SECTION 10. TERMINATION. The Authority agrees, upon the termination of this 2020B Site Lease, to quit and surrender the 2020B Leased Facilities in the same good order and condition as the same were in at the time of commencement of Attachment 4 Page 407 of 658 2020A SITE LEASE 4 the term hereunder, reasonable wear and tear excepted, and the Authority and the City agree that any permanent improvements and structures existing upon the 2020B Leased Facilities at the time of the termination of this 2020B Site Lease shall remain thereon and title thereto shall be vested in the City. SECTION 11. WAIVER OF PERSONAL LIABILITY. All liabilities hereunder on the part of the Authority shall be solely liabilities of the Authority as a separate legal entity, and no member, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable hereunder for anything done or omitted to be done by the Authority hereunder. SECTION 12. TAXES. The Authority hereby agrees and covenants to pay, or to cause the City to pay, any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the 2020B Leased Facilities. SECTION 13. REPRESENTATIONS OF THE CITY. The City represents and warrants to the Authority and the Trustee: (a) the City has the full power and authority to enter into, to execute and to deliver this 2020B Site Lease, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this 2020B Site Lease; (b) except for Permitted Encumbrances, the 2020B Leased Facilities is not subject to any dedication, easement, right-of-way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the use of the 2020B Leased Facilities for governmental purposes as contemplated by the City; (c) all taxes, assessments or impositions of any kind with respect to the 2020B Leased Facilities, except current taxes, have been paid in full; and (d) the 2020B Leased Facilities are necessary to the City in order for the City to perform its governmental functions. SECTION 14. REPRESENTATIONS OF THE AUTHORITY. The Authority represents and warrants to the City and the Trustee that the Authority has the full power and authority to enter into, to execute and to deliver this 2020B Site Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this 2020B Site Lease. SECTION 15. LAW GOVERNING. This 2020B Site Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California. SECTION 16. NOTICES. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests Attachment 4 Page 408 of 658 2020A SITE LEASE 5 or other communications hereunder by either party lo the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail return receipt requested, postage pre-paid, and, if to the City, addressed to the City Manager, City of Ukiah, 300 Seminary Avenue, Ukiah, CA 95482, or if to the Authority, addressed to the Treasurer, Ukiah Public Financing Authority, 300 Seminary Avenue, Ukiah, CA 95482, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 17. VALIDITY AND SEVERABILITY. If any one or more of the terms, provisions, covenants or conditions of this 2020B Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this 2020B Site Lease shall be affected thereby, and each provision of this 2020B Site Lease shall be valid and enforceable to the fullest extent permitted by law. If for any reason this 2020B Site Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the City or by the Authority, or if for any reason it is held by such a court that any of the covenants and conditions of the Authority hereunder is unenforceable for the full term hereof, then and in such event this 2020B Site Lease is and shall be deemed to be a lease from year to year and all of the rental and other terms, provisions and conditions of this 2020B Site Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 18. PURPOSE OF 2020B SITE LEASE. The Authority covenants that during the term of this 2020B Site Lease, except to the extent that other uses may be permitted under the 2020B Lease, it will use or cause the use of, the 2020B Leased Facilities for the purposes described in the 2020B Lease and for such other purposes as may be incidental thereto. SECTION 19. WAIVER OF DEFAULT. Failure of the City to take advantage of any default on the part of the Authority shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this 2020B Site Lease be construed to waive or to lessen me right of the City to insist upon performance by the Authority of any term, covenant or condition hereof, or to exercise any rights given the City on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this 2020B Site Lease. SECTION 20. SECTION HEADINGS. All section headings contained are for convenience of reference only and are not intended to define or limit the scope of any provision of this 2020B Site Lease. SECTION 21. AMENDMENTS. This 2020B Site Lease may be amended in writing as may be mutually agreed by the Authority and Attachment 4 Page 409 of 658 2020A SITE LEASE 6 the City. SECTION 22. EXECUTION; RECORDATION. This 2020B Site Lease may be executed in any number of counterparts, each of which shall be deemed to an original, but all together shall constitute but one and the same 2020B Site Lease. It is also agreed that separate counterparts of this 2020B Site Lease may separately be executed by the City and the Authority, all with the same force and effect as though the same counterpart had been executed by both the City and the Authority. This 2020B Site Lease shall be recorded in the Land Records of Mendocino County, California. [Signature page to follow on next page] Attachment 4 Page 410 of 658 2020A SITE LEASE 7 IN WITNESS WHEREOF, the Authority has caused this 2020B Site Lease to be executed in its name by its duly authorized officers; and the City has caused this 2020B Site Lease to be executed in its name by its duly authorized officers, as of the date first above written. CITY OF UKIAH, CALIFORNIA By:______________________________ Sage Sangiacomo, City Manager Attest: By:__________________________ Kristine Lawler, City Clerk UKIAH PUBLIC FINANCING AUTHORITY By:________________________________ Daniel Buffalo, Treasurer Attest: By:__________________________ Kristine Lawler, Secretary Attachment 4 Page 411 of 658 2020A SITE LEASE A-1 EXHIBIT A DESCRIPTION OF THE 2020B LEASED FACILITIES The Leased Property consists of consists of ___ lane miles of streets in the City. Attachment 4 Page 412 of 658 2020A LEASE AGREEMENT Dated as of October 1, 2020 by and between the UKIAH PUBLIC FINANCING AUTHORITY and the CITY OF UKIAH Relating to the $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) Attachment 5 Page 413 of 658 Attachment 5 Page 414 of 658 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS .......................................................................................................................................... 2  SECTION 2. TERM ........................................................................................................................................................ 3  SECTION 3. RENTAL ................................................................................................................................................... 4  SECTION 4. USE OF PROCEEDS ............................................................................................................................... 6  SECTION 5. MAINTENANCE, UTILITIES, TAXES AND ASSESSMENTS ........................................................... 6  SECTION 6. CHANGES TO THE LEASED FACILITIES .......................................................................................... 7  SECTION 7. SUBSTITUTION OR RELEASE OF LEASED FACILITIES ................................................................ 7  SECTION 8. TITLE INSURANCE ................................................................................................................................ 8  SECTION 9. INSURANCE ............................................................................................................................................ 9  SECTION 10. DAMAGE, DESTRUCTION AND CONDEMNATION; APPLICATION OF NET PROCEEDS……. .................................................................................................................... 10  SECTION 11. DEFAULT .............................................................................................................................................. 12  SECTION 12. PREPAYMENT AND CREDITS .......................................................................................................... 13  SECTION 13. MECHANICS’ LIENS ........................................................................................................................... 14  SECTION 14. QUIET ENJOYMENT ............................................................................................................................ 14  SECTION 15. INDEMNIFICATION ............................................................................................................................. 14  SECTION 16. ASSIGNMENT ....................................................................................................................................... 15  SECTION 17. ABATEMENT OF RENTAL ................................................................................................................. 15  SECTION 18. COVENANTS OF THE CITY REGARDING TAX EXEMPT STATUS OF  THE 2020A BONDS .............................................................................................................................. 16  SECTION 19. OTHER COVENANTS OF THE CITY AND AUTHORITY............................................................... 20  SECTION 20. CONTINUING DISCLOSURE .............................................................................................................. 20  SECTION 21. WAIVER ................................................................................................................................................. 20  SECTION 22. NET LEASE ........................................................................................................................................... 21  SECTION 23. AMENDMENTS .................................................................................................................................... 21  SECTION 24. LAW GOVERNING ............................................................................................................................... 22  SECTION 25. NOTICES ................................................................................................................................................ 22  SECTION 26. VALIDITY AND SEVERABILITY ...................................................................................................... 22  SECTION 27. SECTION HEADINGS .......................................................................................................................... 22  SECTION 28. NO MERGER ......................................................................................................................................... 22  SECTION 29. EXECUTION; RECORDATION ........................................................................................................... 22  SECTION 30. FINDINGS OF LESSEE ......................................................................................................................... 23  EXHIBIT A — DESCRIPTION OF THE LEASED FACILITIES EXHIBIT B — 2020A BASE RENTAL PAYMENT SCHEDULE Attachment 5 Page 415 of 658 2020A LEASE AGREEMENT 1 2020A LEASE AGREEMENT This 2020A Lease Agreement (the “2020A Lease”), dated as of October 1, 2020, is made by and between the UKIAH PUBLIC FINANCING AUTHORITY, a joint powers agency duly organized and existing pursuant to the laws of the State of California (the “Authority”), as sublessor, and the CITY OF UKIAH, a municipal corporation duly organized and existing under the laws of the State of California (the “City”), as sublessee. RECITALS: WHEREAS, the City desires to finance the acquisition, design, construction, installation, renovation, furnishing and/or reimbursement of certain real property and improvements constituting a new customer service center for the City and a new roof for the City museum, all as more particularly described in Exhibit A hereto (the “Ukiah Community Facilities Acquisition and Improvement Project”); and WHEREAS, the City desires that the Authority issue its Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project) (the “2020A Bonds”) for the purposes of, among other things, funding part or all of the Ukiah Community Facilities Acquisition and Improvement Project; and WHEREAS, the City is obligated by the Public Employees’ Retirement Law, commencing with Section 20000 of the Government Code of the State of California, as amended (the “Retirement Law”), to make payments relating to pension benefits accruing to the California Public Employees’ Retirement System’s (“CalPERS”) members, including the City; and WHEREAS, the City is obligated specifically to make certain payments to CalPERS in respect of current and retired public safety employees and miscellaneous employees under the pension programs of CalPERS that amortize such obligations over a fixed period of time (collectively, the “CalPERS Obligation”); and WHEREAS, the Pension Obligation is evidenced by a contract or contracts with CalPERS with respect to public safety employees and miscellaneous employees of the City, as heretofore and hereafter amended from time to time (collectively, the “CalPERS Contract”); and WHEREAS, the City desires that the Authority issue its Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) (the “2020B Bonds,” and together with the 2020A Bonds, the “Bonds”) for the purposes of, among other things, prepaying part or all of its CalPERS Obligation (the “CalPERS Prepayment Project,” and together with the Ukiah Community Facilities Acquisition and Improvement Project, the “Project”); and WHEREAS, in order to finance the Ukiah Community Facilities Acquisition and Improvement Project, the City will lease to the Authority certain real property (the “2020A Site”) and improvements thereon (the “2020A Leased Facilities,” and together with the 2020A Site, the “2020A Leased Property”) pursuant to a 2020A Site and Facilities Lease, dated as of October 1, 2020, between the Authority and City (the “2020A Site Lease”); and WHEREAS, the 2020A Site is more particularly described in Exhibit A hereto; and Attachment 5 Page 416 of 658 2020A LEASE AGREEMENT 2 WHEREAS, the Authority has determined to issue its (i) 2020A Bonds in the aggregate principal amount of $__________ pursuant to an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and (ii) 2020B Bonds in the aggregate principal amount of $__________ pursuant to the Indenture; and WHEREAS, the Authority, pursuant to this 2020A Lease, will sublease the 2020A Leased Facilities to the City, in consideration for base rental payments to be made by the City pursuant to this 2020A Lease, in accordance with the base rental schedule attached hereto as Exhibit B, that corresponds in amount to the principal and interest coming due with respect to the 2020A Bonds (the “2020A Base Rental Payments”); and WHEREAS, all rights to receive the 2020A Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to a 2020A Assignment Agreement, dated as of October 1, 2020, between the Authority and Trustee (the “2020A Assignment Agreement”); and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this 2020A Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2020A Lease; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: SECTION 1. DEFINITIONS Terms used herein and not otherwise defined herein but defined in the Indenture shall have the meanings ascribed to them in the Indenture. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this 2020A Lease, have the meanings herein specified, the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined: “Additional Rental Payments” means Additional Rental Payments due under Section 3(b) hereof. “2020A Base Rental Payments” means 2020A Base Rental Payments and any additional base rental payments made hereunder to support Additional Bonds issued in accordance with the Indenture. “Expiration Date” means October 1, 20__, being the final scheduled maturity date of the Bonds, unless extended or sooner terminated as provided in Section 2 hereof. “2020A Facilities” means all improvements, fixtures and facilities at any time situated on the 2020A Site. “Indenture” means the Indenture dated as of October 1, 2020, by and between the Trustee and the Authority. Attachment 5 Page 417 of 658 2020A LEASE AGREEMENT 3 “Interest Component” means interest component of any 2020A Base Rental Payments as set forth in Exhibit B hereto. “Interest Payment Date” means April 1 and October 1 of each year, commencing April 1, 2021, so long as any Bonds are Outstanding. “2020A Lease” means this 2020A Lease Agreement. “2020A Leased Facilities” means, collectively, the 2020A Site and 2020A Facilities, as more fully described in Exhibit A hereto, as such Exhibit A may be revised and amended from time to time pursuant to the terms of the Indenture and of this 2020A Lease. “2020A Lease Payment Date” means, with respect to any Interest Payment Date, the 25th day of the month immediately preceding each Interest Payment Date. “Net Proceeds” means any insurance or condemnation proceeds, paid with respect to the 2020A Leased Facilities remaining after payment therefrom of all expenses in the collection thereof. “Permitted Encumbrances” means, with respect to the 2020A Leased Facilities, as of any particular time, (i) to the extent in effect on the Closing Date, the right, title and interest of the City to the 2020A Leased Facilities and the existing interests of the Authority to the 2020A Leased Facilities as lessee of the City, and the existing interests of the City in the 2020A Leased Facilities as lessee of the Authority; (ii) the 2020A Site Lease; (iii) this 2020A Lease, (iv) the Indenture, the Assignment Agreement and the Trustee’s and the Authority’s interests in the 2020A Leased Facilities, (v) liens for taxes and assessments not then delinquent, (vi) utility, access and other easements and rights of way, restrictions and exceptions that a City Representative certifies will not interfere with or impair the use intended to be made of the 2020A Leased Facilities; (vii) any additions and improvements to the 2020A Leased Facilities as permitted in this 2020A Lease; (viii) any sublease or use permitted by this 2020A Lease, (ix) covenants, conditions or restrictions or liens of record relating to the 2020A Leased Facilities and existing on the Closing Date; (x) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property similar in character to the 2020A Leased Facilities and as do not materially impair the use intended to be made of property affected thereby, and (xi) any encumbrances listed in the preliminary title report issued pursuant to Section 8 hereof. “Principal Component” means the principal component of any 2020A Base Rental Payments as set forth in Exhibit B hereto. “Rental Period” means each period during the Term of this 2020A Lease commencing on and including the day immediately following an Interest Payment Date and extending to and including the next succeeding Interest Payment Date. “2020A Site” means the real property described in Exhibit A hereto. SECTION 2. TERM Attachment 5 Page 418 of 658 2020A LEASE AGREEMENT 4 The Authority hereby leases to the City and the City hereby leases from the Authority, on the terms and conditions hereinafter set forth, the 2020A Leased Facilities. The term of this 2020A Lease shall commence on October __, 2020, or the date this 2020A Lease is recorded, whichever is later, and shall expire on the later of (i) the Expiration Date; (ii) the date the last 2020A Base Rental Payment is made under the provisions hereof; or (iii) the date of discharge of all of the Bonds and Additional Bonds pursuant to Section 9.03 of the Indenture. Notwithstanding the foregoing, the term of this 2020A Lease shall automatically be extended for a period of ten (10) years, if, on the Expiration Date, the Bonds and any Additional Bonds have not been fully discharged, and shall terminate on the date when the Bonds and any Additional Bonds have been fully discharged. SECTION 3. RENTAL Subject to the provisions of Sections 12 and 17 hereof, the City agrees to pay to the Authority, its successors or assigns, as rental for the use and possession of the 2020A Leased Facilities, the following amounts at the following times: (a) 2020A Base Rental Payments; Additional Base Rental Payments. The City agrees to pay to the Trustee, as assignee of the Authority, the 2020A Base Rental Payments (denominated into Principal Components and Interest Components) in accordance with the 2020A Base Rental Payment Schedule attached hereto as Exhibit B, in the respective amounts specified in Exhibit B attached hereto and by this reference incorporated herein, to be due and payable on the Interest Payment Dates immediately following each of the respective 2020A Lease Payment Dates, and to be deposited by the City with the Trustee on each of the 2020A Lease Payment Dates. Any amount held in the 2020A Lease Revenue Fund on any 2020A Lease Payment Date (other than amounts resulting from the prepayment of the Principal Components in part but not in whole pursuant to Section 12 hereof and other than amounts required for payment of past due Principal Components or Interest Components represented by any Bonds not presented for payment) shall be credited towards the 2020A Base Rental Payment then required to be paid hereunder; and no 2020A Base Rental Payment need be deposited with the Trustee on any 2020A Lease Payment Date if the amounts then held in the 2020A Lease Revenue Fund are at least equal to the 2020A Base Rental Payment then required to be deposited with the Trustee. The 2020A Base Rental Payments payable in any Rental Period shall be for the use of the 2020A Leased Facilities during such Rental Period. The obligation of the City to pay the 2020A Base Rental Payments with respect to the 2020A Bonds and the 2020B Bonds shall rank pari passu with each other as well as with the obligation of the City to pay 2020A Base Rental Payments with respect to any Additional Bonds. Upon and after the issuance of any Additional Bonds secured by base rental payments with respect to the 2020A Leased Facilities, the City shall pay the 2020A Base Rental Payments with respect to such Additional Bonds as provided in the Supplemental Indenture for such Additional Bonds, in accordance with the additional base rental payment schedule which shall be attached hereto as an additional exhibit prior to the delivery of such Additional Bonds, as adjusted for any prepayments. (b) Additional Rental Payments. The City shall also pay, as “Additional Rental Payments” hereunder, in addition to the 2020A Base Rental Payments and any base rental payments hereunder made with respect to Additional Bonds, to the Trustee, as assignee of the Authority, as hereinafter provided, such amounts in each year as shall be required for the payment of all costs and expenses (not otherwise paid for or Attachment 5 Page 419 of 658 2020A LEASE AGREEMENT 5 provided for out of the proceeds of sale of the Bonds) incurred by the Authority or the Trustee in connection with the execution, performance or enforcement of this 2020A Lease or the assignment hereof, the Indenture, or the Authority’s or the Trustee’s respective interests in the 2020A Leased Facilities, including, but not limited to, all fees, costs and expenses, all administrative costs of the Authority relating to the 2020A Leased Facilities (including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture), fees of auditors, accountants, attorneys or engineers, and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the terms of the Bonds or of the Indenture. Such Additional Rental Payments shall be billed to the City by the Authority or the Trustee from time to time. Amounts so billed shall be paid by the City within thirty (30) days after receipt of the bill by the City. (c) Fair Rental Value. Payments of 2020A Base Rental Payments and Additional Rental Payments for each rental payment period shall constitute the total rental for such rental payment period, and shall be paid by the City in each rental payment period for and in consideration of the right of the use and possession of, and the continued quiet use and enjoyment of, the 2020A Leased Facilities during each such period for which said rental is to be paid. The City represents and covenants that the useful life of the 2020A Leased Facilities is not shorter than the final maturity of the Bonds. The parties to this 2020A Lease specifically acknowledge that the annual fair rental value of the 2020A Leased Facilities is in excess of the maximum annual 2020A Base Rental Payments, and that any “discount” of 2020A Base Rental Payments below fair market value is in recognition of the unique characteristics of the 2020A Leased Facilities. In making such determination, consideration has been given to other obligations of the parties under this 2020A Lease, the uses and purposes which may be served by the 2020A Leased Facilities and the benefits therefrom which will accrue to the City and the general public. The determination of fair rental value of the 2020A Leased Facilities pursuant to this paragraph shall not be deemed to be controlling in connection with a determination of fair value of the 2020A Leased Facilities by the parties hereto for any other purpose. (d) Payment of 2020A Base Rental. Each installment of 2020A Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to the order of the Trustee at the corporate trust office of the Trustee in Los Angeles, California, or such other place as the Trustee shall designate. Notwithstanding any dispute between the City and the Authority, the City shall make all 2020A Base Rental Payments when due, without deduction or offset of any kind, and shall not withhold any 2020A Base Rental Payments pending the final resolution of any such dispute. In the event of a determination that the City was not liable for said 2020A Base Rental Payments or any portion thereof, said 2020A Base Rental Payments or excess of payments, as the case may be, shall, at the option of the City, be credited against subsequent 2020A Base Rental Payments due hereunder or be refunded at the time of such determination. (e) Increases in Aggregate 2020A Base Rental Payments. The City covenants that it shall not permit an increase in the aggregate 2020A Base Rental Payments or permit additional base rental payments with respect to Additional Bonds without first obtaining an opinion of Bond Counsel to the effect that the incurring of such increased 2020A Base Rental Payments will not (i) impair the validity and enforceability of this 2020A Lease and (ii) in and of itself impair the exclusion of interest on the 2020A Bonds and, to the extent applicable, any Additional Bonds (that are intended to be Tax-Exempt), from the gross income of the owners thereof for federal income tax purposes. Attachment 5 Page 420 of 658 2020A LEASE AGREEMENT 6 (f) Covenant to Budget and Appropriate. The City covenants to take such action as may be necessary to include all 2020A Base Rental Payments due hereunder in its annual budget and to make the necessary annual appropriations for all such 2020A Base Rental Payments, subject only to abatement as provided in Section 17 hereof. The City will furnish to the Authority annually, on or before September 1, a certificate stating that it has complied with the covenant set forth in this paragraph. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this 2020A Lease agreed to be carried out and performed by the City. The obligation of the City to make 2020A Base Rental Payments or Additional Rental Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the Bonds (or any Additional Bonds) nor the obligation of the City to make 2020A Base Rental Payments or Additional Rental Payments constitutes an indebtedness of the City, the State or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. SECTION 4. USE OF PROCEEDS The parties hereto agree that the proceeds of the 2020A Bonds will be used for the purposes of funding the Ukiah Community Facilities Acquisition and Improvement Project and the costs of issuing the 2020A Bonds. SECTION 5. MAINTENANCE, UTILITIES, TAXES AND ASSESSMENTS During such time as the City or any assignee or sublessee thereof is in possession of the 2020A Leased Facilities, all maintenance and repair, ordinary or extraordinary, of the 2020A Leased Facilities shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of (a) all utility services supplied to the 2020A Leased Facilities, (b) the cost of operation of the 2020A Leased Facilities, and (c) the costs of maintenance of and repair to the 2020A Leased Facilities resulting from regulatory mandate and ordinary wear and tear or want of care on the part of the City. The City shall at the City’s sole cost and expense keeps and maintain the 2020A Leased Facilities clean and in a safe and good condition and repair. The Authority shall have no obligation to alter, remodel, improve, repair, decorate, or paint the 2020A Leased Facilities or any part thereof (except as may be required by regulatory mandate), and the parties hereto affirm that the Authority has made no representations or warranties to the City respecting the condition of the 2020A Leased Facilities. The City shall comply with all statutes, ordinances, regulations, and other requirements of all governmental entities that pertain to the occupancy or use of the 2020A Leased Facilities. The Authority has no responsibility or obligation whatsoever to construct any improvements modification or alteration to the 2020A Leased Facilities. The City waives the right to make repairs at the Authority’s expense under Subsection 1 of Section 1932, Sections 1941 and 1942 of the California Civil Code, or any other such law, statute, or ordinance now or hereafter in effect. Attachment 5 Page 421 of 658 2020A LEASE AGREEMENT 7 The parties hereto contemplate that the 2020A Leased Facilities will be used for public purposes by the City and, therefore, that the 2020A Leased Facilities will be exempt from all taxes presently assessed and levied with aspect to real and personal property, respectively. In the event that the use, possession or acquisition by the Authority or the City of the 2020A Leased Facilities is found to be subject to taxation in any form, the City will pay during the term hereof, as the same respectively became due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the 2020A Leased Facilities and any other property acquired by the City in substitution for, as a renewal or replacement of, or a modification, improvement or addition to the 2020A Leased Facilities; provided, that with respect to any governmental charges or taxes that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are accrued during such time as this 2020A Lease is in effect. SECTION 6. CHANGES TO THE 2020A LEASED FACILITIES The City shall have the right during the term of this 2020A Lease to acquire and construct improvements or to attach fixtures, structures or signs to the 2020A Leased Facilities if such improvements, fixtures, structures or signs are necessary or beneficial for the use of the 2020A Leased Facilities by the City; provided, however, that no such acquisition or construction shall result in a material reduction in the value of the 2020A Leased Facilities, reduce the fair rental value thereof or substantially alter the nature of the 2020A Leased Facilities. Upon termination of this 2020A Lease, the City may remove any fixture, structure or sign added by the City, but such removal shall be accomplished so as to leave the 2020A Leased Facilities, except for ordinary wear and tear and damage by casualty, in substantially the same condition as it was in before the fixture, structure or sign was attached. SECTION 7. SUBSTITUTION OR RELEASE OF 2020A LEASED FACILITIES The City shall have, so long as this 2020A Lease is in effect, and is hereby granted, the option at any time and from time to time, to substitute other real property (the “Substitute 2020A Leased Facilities”) for any portion of the 2020A Leased Facilities (the “Former 2020A Leased Facilities”) or release any identifiable real property and/or improvements currently constituting the 2020A Leased Facilities (in such case, Substitute 2020A Leased Facilities shall mean the Former 2020A Leased Facilities less any portion released pursuant to this Section); provided that the City shall satisfy all of the following requirements, which are hereby declared to be conditions precedent to such substitution and/or release: (a) No Event of Default shall have occurred and be continuing; (b) The City shall file with the Authority and the Trustee, and cause to be recorded in the office of the Mendocino County Recorder, sufficient memorialization of amendments to this 2020A Lease and the 2020A Site Lease which replaces Exhibit A hereto, and Exhibit A to the 2020A Site Lease, with a description of such Substitute 2020A Leased Facilities which deletes therefrom the description of the Former 2020A Leased Facilities; (c) The City shall obtain a California Land Title Association (“CLTA”) or American Land Title Association (“ALTA”) policy of title insurance insuring the City’s fee or leasehold estate in such Substitute Attachment 5 Page 422 of 658 2020A LEASE AGREEMENT 8 2020A Leased Facilities, the City’s leasehold estate hereunder, and the Authority’s leasehold estate under the 2020A Site Lease in such Substitute 2020A Leased Facilities, subject only to Permitted Encumbrances, in an amount not less than the aggregate principal amount of the Outstanding Bonds; provided, however, that this requirement shall not apply to Substitute 2020A Leased Facilities that consists only of Former 2020A Leased Facilities less any released portion; (d) The City shall certify in writing to the Authority and to the Trustee that such Substitute Property serves an essential governmental function and constitutes property which the City is permitted to lease under the laws of the State of California; (e) The substitution of the Substitute 2020A Leased Facilities shall not cause the City to violate any of its covenants, representations and warranties made herein; (f) The City shall file with the Authority and the Trustee a written certificate of the City or other evidence which establishes that the annual fair rental value of the Substitute 2020A Leased Facilities after substitution or release will be at least equal to 100% of the maximum amount of the 2020A Base Rental Payments becoming due in the then current fiscal year or in any subsequent fiscal year, and that the useful economic life of the Substitute 2020A Leased Facilities shall be at least equal to the maximum remaining term of this 2020A Lease; and (g) The City shall furnish to the Trustee an opinion of Bond Counsel addressed to the Trustee, the City and the Authority to the effect that the substitution or release is permitted under this 2020A Lease and will not in and of itself (i) impair the validity and enforceability of this 2020A Lease or (ii) impair the exclusion of interest on the 2020A Bonds, and, if applicable, any Additional Bonds (that are intended to be Tax-Exempt), from the gross income of the owners thereof for federal income tax purposes. Upon the satisfaction of all such conditions precedent, and upon the City delivering to the Authority and the Trustee a written certification of the City certifying that the conditions set forth is subsections (a), (c) and (e) of this Section have been satisfied, the Term of this 2020A Lease shall thereupon end as to the Former 2020A Leased Facilities and shall thereupon commence as to the Substitute 2020A Leased Facilities, and all references to the Former 2020A Leased Facilities shall apply with full force and effect to the Substitute 2020A Leased Facilities. The City shall not be entitled to any reduction, diminution, extension or other modification of the 2020A Base Rental Payments whatsoever as a result of such substitution or release hereunder. The City and the Authority shall execute, deliver and cause to be recorded all documents required to properly discharge this 2020A Lease lien of record against the Former 2020A Leased Facilities. SECTION 8. TITLE INSURANCE The City shall provide, at its own expense, one or more CLTA or ALTA title insurance policies for the 2020A Leased Facilities, in the aggregate amount of not less than the aggregate initial principal amount of the Bonds. Said policy or policies shall insure (a) the fee interest of the City in the 2020A Leased Facilities, (b) the Authority’s ground leasehold estate in the 2020A Leased Facilities under the 2020A Site Lease, and (c) the City’s leasehold estate hereunder in the 2020A Leased Facilities, subject only to Permitted Encumbrances; provided, however, that one or more of said estates may be insured through an endorsement to such policy or policies. All Net Proceeds received under said policy or policies shall be applied as provided in Section 10 hereof. So long as any of the Bonds remain Outstanding, each policy of title insurance obtained Attachment 5 Page 423 of 658 2020A LEASE AGREEMENT 9 pursuant hereto or required hereby shall provide that all proceeds thereunder shall be payable to the Trustee for the benefit of the Owners. SECTION 9. INSURANCE (a) Liability Insurance. The City shall procure (or cause to be procured) and maintain (or cause to be maintained), throughout the term of this 2020A Lease, reasonable and customary general liability insurance, naming as additional insured the Authority, the Trustee, and their directors, officers, agents and employees, insuring against all direct or contingent loss or liability for damages for bodily injury, death or property damage occasioned by reason of the use or operation of the 2020A Leased Facilities. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the City. (b) Workers Compensation Insurance. The City shall at all times comply with the workers’ compensation insurance laws of the State of California to the extent applicable to the City. (c) Fire and Extended Coverage Insurance. The City shall procure (or cause to be procured) and maintain (or cause to be maintained), throughout the term of this 2020A Lease, insurance against loss or damage to any part of the 2020A Leased Facilities against all perils included within the classification of fire, lightning, and all other risks covered by an extended coverage endorsement (excluding earthquake) to the full insurable value of the Property, subject to a $100,000 loss deductible provision. Said fire and extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke, sprinkler damage, boiler explosion and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to 100% of the replacement cost of the improvements on the 2020A Leased Facilities. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried or required to be carried by the City, provided that coverage pursuant to this subsection shall apply exclusively to the 2020A Leased Facilities, and payment of insurance proceeds shall not be contingent upon the degree of damage sustained at other facilities owned or leased by the City. (d) Rental Interruption Insurance. The City shall procure (or cause to be procured) and maintain (or cause to be maintained), throughout the term of this 2020A Lease, rental interruption insurance to cover loss, total or partial, of the use of any part of the 2020A Leased Facilities as the result of any of the hazards covered in the insurance required by subsection (c) of this Section and the resulting loss of rental income to the Trustee, as assignee of the Authority, in an amount sufficient to pay the maximum remaining principal and interest portions of 2020A Base Rental due under this 2020A Lease during a period equal to the greater of (i) two times Maximum Annual Debt Service, and (ii) the period certified by the City to be reasonably required to rebuild or reconstruct the 2020A Leased Facilities in the event of damage or destruction to the 2020A Leased Facilities. The Net Proceeds of such insurance shall be paid to the Trustee for deposit in the 2020A Lease Revenue Fund and shall be credited towards the payment of 2020A Base Rental in the order in which such 2020A Base Rental Payments become due and payable. The City covenants and agrees to use its best efforts to provide sufficient construction funds and to make all required payments hereunder, in excess of the available rental interruption insurance, if necessary, in order to ensure completion of the reconstruction, repair, restoration, modification or improvement of the 2020A Leased Facilities. (e) Self-Insurance. Except for the insurance required by subsection (d) of this Section (rental interruption insurance), for which the City may not provide self-insurance, as an alternative to providing Attachment 5 Page 424 of 658 2020A LEASE AGREEMENT 10 the insurance required by this Section the City may provide a self-insurance method or plan of protection (but only from a special fund of the City or other source for which the General Fund of the City is not in any fashion obligated nor to which the City is otherwise obligated to make payments), covering one or all of the insurance coverage’s required to be provided by subsections (a), (b) and (c) of this Section, so long as such self-insurance method or plan of protection shall afford reasonable protection to the Authority and the Trustee, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by cities in the State other than the City. (f) Net Proceeds of Insurance; Form of Policies. The policy of insurance required by subsections (c) and (d) of this Section shall provide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender’s loss payable endorsement, and shall name the City, the Authority and the Trustee as insureds. The Net Proceeds of policies of insurance under subsection (c) of this Section shall be applied as provided in Section 10 hereof. All policies of insurance required by this 2020A Lease and any statements of self-insurance shall be in form satisfactory to the Authority. The City shall pay or cause to be paid when due the premiums for all insurance policies required by this 2020A Lease and shall promptly furnish or cause to be furnished evidence of such payments to the Authority and the Trustee. All such policies shall provide that the Authority and the Trustee shall be given thirty (30) days’ notice of each expiration, and any intended cancellation thereof or reduction of the coverage provided thereby. The City shall deliver to the Trustee on or before the Closing Date and each anniversary of the Closing Date a certificate that all insurance required under this 2020A Lease is in full force and effect. In the event that the City obtains insurance through a pooled insurance program of governmental entities, an annual statement or memorandum of coverage delivered to the Authority and the Trustee will satisfy the requirements of this subsection. The Trustee and the Authority shall not be responsible for the sufficiency of any insurance herein required or payment of premium and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. (g) Advances. If the City shall fail to perform in any of its obligations under this Section, then the Authority may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money on behalf of the City, and the City shall be obligated to repay all such advances as soon as possible. (h) Waivers of Subrogation. Each of the parties hereby waives any and all rights to recovery against the other or against any other tenant or occupant of the 2020A Leased Facilities, or against the officers, employees, agents, representatives, customers, and business visitors of such other party or of such other tenant or occupant of the 2020A Leased Facilities, for loss or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against under the standard form of property damage insurance policy with all permissible extensions and endorsements covering extended perils or under any other policy of insurance carried by such waiving party in lieu thereof, to the extent such policies then in force permit such waiver. SECTION 10. DAMAGE, DESTRUCTION AND CONDEMNATION; APPLICATION OF NET PROCEEDS If prior to the termination of the term hereof (a) the 2020A Leased Facilities is destroyed (in whole or in part) or is damaged by fire of other casualty, or (b) title to, or the temporary use of, any portion of the 2020A Leased Facilities or the estate of the Authority or the City in the 2020A Leased Facilities or any portion shall be Attachment 5 Page 425 of 658 2020A LEASE AGREEMENT 11 taken under the exercise of the power of eminent domain by any governmental body or by any person or firm or corporation acting under governmental authority, then the City and the Authority shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the 2020A Leased Facilities or portion thereof, in accordance with the provisions of this Section 10. If Net Proceeds are insufficient to repair or replace the 2020A Leased Facilities or portion thereof, the City shall, to the extent permitted by law, use its best efforts to fund any deficiency from any legally available funds. If there is an abatement of rental payments pursuant to Section 17 hereof as a result of such casualty or event, and the City elects pursuant to Section 12(a) hereof to apply such insurance proceeds and such other sums as are deposited by the City pursuant to such Section to the prepayment of 2020A Base Rental Payments rather than replacing or repairing the destroyed or damaged portion of the 2020A Leased Facilities, then this 2020A Lease shall terminate with respect to the destroyed or damaged portion of the 2020A Leased Facilities as of the later of the date of such election by the City or the date the amount required by Section 12(a) hereof is received by the Trustee. The provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code, including any amendments thereto and any other law which may hereinafter be in force during the term of this 2020A Lease which authorizes the termination of this 2020A Lease upon the partial or complete destruction of the 2020A Leased Facilities, are hereby waived by the City. The City hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Bonds and any Additional Bonds remain outstanding and unpaid, the City will not exercise the power of condemnation with respect to the 2020A Leased Facilities. The City further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the City should fail or refuse to abide by such covenant and condemns the 2020A Leased Facilities, the value of the 2020A Leased Facilities shall not be less than the greater of (i) if Outstanding Bonds are then subject to redemption, the principal and interest due on the Outstanding Bonds through the date of their redemption, or (ii) if such Outstanding Bonds are not then subject to redemption, the amount necessary to defease such Outstanding Bonds to the first available redemption date in accordance with the Indenture. The City shall deposit any Net Proceeds with the Trustee for deposit into the: (a) 2020A Insurance and Condemnation Fund if the City elects to repair the 2020A Leased Facilities, or (b) the Redemption Fund if the City elects to redeem the Outstanding Bonds. The City shall have 45 days from the date of any such destruction or partial destruction to determine whether to repair the 2020A Leased Facilities or use insurance and condemnation award proceeds received to redeem such Bonds. To the extent that the City determines not to repair the 2020A Leased Facilities and cannot use insurance and condemnation award proceeds to redeem such Bonds, the City shall and hereby covenants to expeditiously substitute property for such 2020A Leased Facilities of equivalent or greater value in accordance with the provisions of Section 7 hereof. If the City determines to repair the 2020A Leased Facilities, disbursements by the Trustee shall only be made upon presentation of a requisition in a form substantially similar to Exhibit C of the Indenture. If the City determines to cause the redemption of less than the full amount of the Outstanding Bonds, such redemption shall only be made to the extent the remaining fair rental value of the 2020A Leased Facilities is not less than the remaining 2020A Base Rental Payments supporting debt service on the Outstanding Bonds. Attachment 5 Page 426 of 658 2020A LEASE AGREEMENT 12 SECTION 11. DEFAULT (a) Each of the following events constitutes an Event of Default hereunder: (1) Failure by the City to pay any 2020A Base Rental Payment or other payment (including Additional Rental Payments) required to be paid hereunder at the time specified herein. (2) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in the preceding subsection (1), for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority. However, if the City notifies the Authority that in its reasonable opinion the failure stated in the notice can be corrected, but not within such 30-day period, the failure will not constitute an Event of Default if the City commences to cure the failure within such 30-day period and thereafter diligently and in good faith cures such failure in a reasonable period of time; provided, that such cure period shall not extend beyond 60 days. (3) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted. The Authority expressly waives the right to receive any amount from the City pursuant to Section 1951.2(a)(3) of the California Civil Code. (b) Whenever any Event of Default has happened and is continuing, the Authority may exercise any and all remedies available under law or granted under this 2020A Lease. Notwithstanding anything herein to the contrary, there shall be no right under any circumstances to accelerate the 2020A Base Rental Payments or otherwise declare any 2020A Base Rental Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Authority may exercise any and all rights granted hereunder; provided, that no termination of this 2020A Lease will be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Authority may exercise each and every one of the following remedies: (1) Enforcement of Payments Without Termination. If the Authority does not elect to terminate this 2020A Lease in the manner hereinafter provided for in subsection (b)(2) of this Section, the City agrees to remain liable for the payment of all 2020A Base Rental Payments and the performance of all conditions herein contained, and the Authority may take whatever action at law or in equity may appear necessary or desirable, to collect each 2020A Base Rental Payment as it becomes due hereunder; provided, however, that it is expressly understood and agreed that repossession or re-leasing of the 2020A Leased Facilities is not a remedy hereunder or under the 2020A Site Lease. (2) Termination of 2020A Lease. If an Event of Default occurs and is continuing hereunder, the Authority at its option may terminate this 2020A Lease, in which case the City Attachment 5 Page 427 of 658 2020A LEASE AGREEMENT 13 nevertheless agrees to pay to the Authority all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of 2020A Base Rental Payments. Neither notice to pay rent or to deliver up possession of the premises given under law nor any proceeding in unlawful detainer taken by the Authority will of itself operate to terminate this 2020A Lease, and no termination of this 2020A Lease on account of default by the City will be or become effective by operation of law, or otherwise, unless and until the Authority has given written notice to the City of the election on the part of the Authority to terminate this 2020A Lease. The City agrees that no surrender of the 2020A Leased Facilities, or of the remainder of the term hereof or any termination of this 2020A Lease will be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice. (3) Proceedings at Law or In Equity. If an Event of Default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. (4) Remedies under the 2020A Site Lease. If an Event of Default occurs and continues hereunder, the Authority may exercise its rights under the 2020A Site Lease. SECTION 12. PREPAYMENT AND CREDITS (a) Prepayment from Net Proceeds. (1) The City may prepay, from Net Proceeds of insurance or a condemnation award received by it pursuant to Section 10, the Principal Component of 2020A Base Rental Payments then unpaid (and corresponding Interest Component), in whole or in part on any date, pursuant to Section 10 hereof, at a prepayment price equal to the sum of the Principal Component prepaid plus accrued interest thereon to the date of prepayment. (2) Prepayments made pursuant to this subsection (a) shall be allocated pro rata among the Principal Components of 2020A Base Rental Payments relating to the Bonds and any Additional Bonds. (b) Optional Prepayment. The City may at its option prepay from any source of available moneys for redemption of Bonds on any Business Day pursuant to Section 2.03(b) of the Indenture, all or any part (in an integral multiple of $5,000) of the Principal Component of 2020A Base Rental Payments then unpaid, so that the aggregate annual amounts of principal component of 2020A Base Rental which shall be payable after such prepayment date shall each be an integral multiple of $5,000, at a prepayment price equal to the sum of the principal component prepaid plus interest accrued with respect thereto to the date of prepayment, without premium. Before making any prepayment pursuant to this Section, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given unless the Trustee agrees to a shorter period. Attachment 5 Page 428 of 658 2020A LEASE AGREEMENT 14 The Authority and the City hereby agree that any prepayment in part under this Section and any redemption of Bonds by the Authority pursuant to Section 2.03(b)(i) or Section 2.03(b)(ii) of the Indenture shall be credited towards the City’s obligations hereunder at the option of the City in any manner determined in writing delivered to the Trustee by the City. A prepayment made pursuant to this Section shall not cause a defeasance of any Bonds unless the requirements of Section 9.03 of the Indenture are satisfied. In the event of prepayment in full of the Principal Component of all 2020A Base Rental Payments, such that this 2020A Lease shall be terminated by its terms as provided in Section 2, all amounts then on deposit under the Indenture which are to be credited to the City’s obligations to make 2020A Base Rental Payments shall be credited towards the amounts then required to be so prepaid. In the event of the prepayment of some but not all of the Principal Components of the 2020A Base Rental Payments, the City shall replace the applicable 2020A Base Rental Schedule with a revised 2020A Base Rental Payment Schedule reflecting such prepayment of the Principal Components of such 2020A Base Rental Payments. SECTION 13. MECHANICS’ LIENS In the event the City shall at any time during the term of this 2020A Lease cause any improvements or other work to be done or performed or materials to be supplied, in or upon the 2020A Leased Facilities, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the 2020A Leased Facilities and which may be secured by any mechanics’, materialmen’s or other liens against the 2020A Leased Facilities or the Authority’s interest therein, and will cause any such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment. SECTION 14. QUIET ENJOYMENT The parties hereto mutually covenant that the City, so long as it keeps and performs the covenants and agreements herein contained, shall at all times during the term of this 2020A Lease peaceably and quietly have, hold and enjoy the 2020A Leased Facilities without suit, trouble or hindrance from the Authority. SECTION 15. INDEMNIFICATION The City shall, to the full extent then permitted by law, indemnify, defend, protect and hold harmless the Authority and its members, officers and employees and the Trustee from and against any and all liabilities, obligations, losses, claims and damages whatsoever regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest (i) arising out of or as the result of the entering into of this 2020A Lease and the Indenture, the payment of the costs of acquiring the 2020A Leased Facilities or any accident in connection with the operation, use, condition or possession of the 2020A Leased Facilities or any portion thereof resulting in damage to property or injury to or death to any person, but excluding any loss arising out of the intentional malfeasance or gross negligence of the Trustee or its officers, and (ii) with regard to the Trustee, arising out of or in the exercise and performance of the Trustee’s powers and duties hereunder and the Indenture. The indemnification arising Attachment 5 Page 429 of 658 2020A LEASE AGREEMENT 15 under this section and compensation under Section 3(b) hereof shall continue in full force and effect notwithstanding the full payment of all rent obligations hereunder or the termination hereof for any reason or the resignation or removal of the Trustee. The City agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions breakdowns or infirmities of the 2020A Leased Facilities. The Authority and the City mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either’s learning thereof. SECTION 16. ASSIGNMENT The parties understand that this 2020A Lease and the rights of the Authority hereunder, with certain exceptions, will be assigned to the Trustee as provided in the Indenture and the 2020A Assignment Agreement, to which assignment the City hereby consents. Neither this 2020A Lease nor any interest of the City hereunder shall be mortgaged, pledged, assigned or transferred by the City by voluntary act or by operation of law or otherwise; provided, subject to the provisions of Section 18 hereof, that the 2020A Leased Facilities may be subleased in whole or in part by the City, but only subject to the following conditions, which are hereby made conditions precedent to any such sublease: (a) This 2020A Lease and the obligation of the City to make all 2020A Base Rental Payments and Additional Rental Payments hereunder shall remain the sole obligation of the City; (b) The City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) No such sublease by the City shall cause the 2020A Leased Facilities to be used for a primary purpose other than a governmental or proprietary function authorized under the provisions of the Constitution and laws of the State of California, as evidenced by a Certificate of the City that is delivered to the Trustee; (d) Any sublease of the 2020A Leased Facilities by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this 2020A Lease; and (e) The City shall have filed or caused to be filed with the Authority and the Trustee an opinion of Bond Counsel to the effect that such sublease will not, in and of itself, cause the interest on the 2020A Bonds and any Additional Bonds (that are intended to be Tax-Exempt) to be included in gross income for federal income tax purposes. SECTION 17. ABATEMENT OF RENTAL The obligation of the City to pay 2020A Base Rental Payments and Additional Rental Payments shall be abated during any period in which by reason of any damage, destruction or condemnation there is substantial interference with the use and occupancy of the 2020A Leased Facilities or any portion thereof by the City. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the 2020A Leased Facilities, and ending with the substantial completion of the work of repair or replacement of the 2020A Attachment 5 Page 430 of 658 2020A LEASE AGREEMENT 16 Leased Facilities, or the portion thereof so damaged or destroyed, and the term of this 2020A Lease shall be extended as provided in Section 2 hereof. Notwithstanding the foregoing, to the extent that moneys are available for the payment of 2020A Base Rental Payments in any of the funds and accounts established under the Indenture, such 2020A Base Rental Payments shall not be abated but shall be payable by the City as a special obligation payable solely from such funds and accounts. In the event of any such damage or destruction, this 2020A Lease continues in full force and effect and the City waives any right to terminate this 2020A Lease by virtue of any such damage and destruction. SECTION 18. COVENANTS OF THE CITY REGARDING TAX EXEMPT STATUS OF THE 2020A BONDS (a) Special Definitions. When used in this Section, the following terms have the following meanings: “Computation Date” has the meaning set forth in section 1.148-l(b)of the Tax Regulations. “Gross Proceeds” means any proceeds as defined in section l.148-1(b) of the Tax Regulations, and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the 2020A Bonds. “Investment” has the meaning set forth in section 1.148-l(b) of the Tax Regulations. “Nongovernmental Output Property” means any property (or interest therein) that prior to its acquisition by the City was used by (or manufactured for or to the order of or held for the use by) any Nongovernmental Person (whether actually so used or not) in connection with any electric and gas generation, transmission, distribution, or related facilities. “Nongovernmental Person” refers to any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, or an agency or instrumentality acting solely on behalf thereof. “Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the 2020A Bonds are invested and that is not acquired to carry out the governmental purposes of the 2020A Bonds. “Original Facilities” means any property the acquisition, construction or improvement of which is financed directly or indirectly with Gross Proceeds of the 2020A Bonds. “Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code, or under the provisions of any predecessor statute corresponding thereto. Attachment 5 Page 431 of 658 2020A LEASE AGREEMENT 17 “Yield” of (1) any Investment has the meaning set forth in section 1.148-5 of the Tax Regulations; and (2) the 2020A Bonds has the meaning set forth in section 1.148-4 of the Tax Regulations. (b) Not to Cause Interest to Fail to Be Excluded from Gross Income. The City covenants that it will not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted, respectively, would cause the interest on any of the 2020A Bonds to fail to be excluded pursuant to section 103(a) of the Code from the gross income, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any 2020A Bond, the City will comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as would not cause any 2020A Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the City covenants that at all times prior to the payment and cancellation of the last 2020A Bond to be paid and canceled: (1) it will use its best efforts to ensure that the City (or another entity other than a Nongovernmental Entity) exclusively owns, operates and possesses all of the facilities that are to be financed directly or indirectly with Gross Proceeds of the 2020A Bonds, and that it will not use or permit the use of such Gross Proceeds (including under any contractual arrangement with terms different than those applicable to the general public) or the Original Facilities in any activity carried on by any Nongovernmental Person, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity in respect of the use by any Nongovernmental Person of Gross Proceeds of the 2020A Bonds, other than interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. Without limiting the foregoing, except as would not cause any 2020A Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the City will not: (i) permit any Nongovernmental Person to hold any ownership, proprietary or possessory interest in any of the Original Facilities; (ii) contract with any Nongovernmental Person for the provision of operating or other services with respect to any function of an Original Facility (unless either (A) such arrangement requires no payment of fees to such Nongovernmental Person other than as direct reimbursement of third party costs or reasonable administrative overhead, or (B) such arrangement conforms to administrative guidance of the Internal Revenue Service in order to assure that such arrangement does not create a private business use relationship of the Nongovernmental Person to the Gross Proceeds of the 2020A Bonds or to any Original Facility); or (iii) contract with any Nongovernmental Person for the sale of output or capacity of an Original Facility that is an output facility, unless such contract is described either in section 1.141-7(c) of the Treasury Regulations (describing certain types of output contracts that do not have the effect of transferring the benefits of owning the property and the burdens of paying debt service on the financing of the property) or in section 1.141-7(f) of the Treasury Regulations (describing certain types of output contracts that while having the effect of transferring such benefits and burdens but nevertheless may be disregarded in evaluating private business use). Attachment 5 Page 432 of 658 2020A LEASE AGREEMENT 18 (d) No Private Loan. Except as would not cause any 2020A Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the City has not used, and will not use, Gross Proceeds of any 2020A Bond to make or finance loans to any Nongovernmental Person. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except as would not cause any 2020A Bond to become an “arbitrage bond” within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder, the City shall not at any time prior to the final maturity of the 2020A Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of such 2020A Bond within the meaning of said section 148. (f) Not Federally Guaranteed. The City covenants that, except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder, it will not take or omit to take any action that would cause any 2020A Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder. (g) Information Report. The City covenants that it will timely file or cause to be filed any information required by section 149(e) of the Code with respect to the 2020A Bonds with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations and rulings thereunder: (1) it will account for all Gross Proceeds of the 2020A Bonds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last 2020A Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the 2020A Bonds with its other money, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith; (2) not less frequently than each Computation Date, it will calculate or cause to be calculated the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder. The Trustee may rely conclusively upon the City’s determinations, calculations and certifications required by this Section. The Trustee shall have no responsibility to independently make any calculation of determination or to review the City’s calculations hereunder. The City covenants that it will maintain a copy of the calculation with its Attachment 5 Page 433 of 658 2020A LEASE AGREEMENT 19 official transcript of proceedings relating to the issuance of the 2020A Bonds until six years after the final Computation Date; (3) it will deposit in the Rebate Fund and cause the Trustee to pay to the United States the amount that when added to the future value of previous rebate payments made for the 2020A Bonds equals (A) in the case of a Final Computation Date as defined in section 1.148-3(e)(2) of the Tax Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (B) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such a date. In all cases such Rebate payments shall be made by the City (or by the Trustee at the direction of the City) at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder, and such payments shall be accompanied by Form 8038-T executed by the City or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder; and (4) it will exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3) above, and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) or other provision of the Tax Regulations. (i) Not to Divert Arbitrage Profits. The City covenants that, except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, at no time prior to the final maturity of the 2020A Bonds will it enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield on the 2020A Bonds not been relevant to each party. (j) 2020A Bonds Not Hedge Bonds. (1) The City represents and covenants that the 2020A Bonds will not be “hedge bonds” within the meaning of section 149(g) of the Code. (2) Without limitation of paragraph (1) above, the City warrants that: (I) on date of issuance of the 2020A Bonds, the City reasonably expects that at least 85% of the spendable proceeds of the 2020A Bonds will be expended within the three-year period commencing on such date of issuance, and (II) no more than 50% of the proceeds of the 2020A Bonds at any time will be invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more. (k) Use of Proceeds; Weighted Average Maturity. The City hereby represents and covenants that it will apply the proceeds of the 2020A Bonds in a manner so that the weighted average maturity of the 2020A Bonds does not exceed 120% of the average reasonably expected remaining economic life of the 2020A Leased Facilities (all determined in accordance with the provisions of section 147(b) of the Code). (l) Elections. The City hereby directs and authorizes any Responsible Officer to make elections permitted or required pursuant to the provisions of the Code or the Tax Regulations, as such Responsible Attachment 5 Page 434 of 658 2020A LEASE AGREEMENT 20 Officer (after consultation with Bond Counsel) deems necessary or appropriate in connection with the 2020A Bonds, in the Tax Certificate relating to the 2020A Bonds or similar or other appropriate certificate, form or document. (m) Closing Certificate. The City agrees to execute and deliver in connection with the execution and delivery of this 2020A Lease a Tax Certificate as to Arbitrage and the provisions of Sections 103 and 141-150 of the Internal Revenue Code of 1986, or similar document containing additional representations and covenants pertaining to the exclusion of the interest on the 2020A Bonds from the gross income of the owners thereof for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein. SECTION 19. OTHER COVENANTS OF THE CITY AND AUTHORITY (a) Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the 2020A Leased Facilities during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority’s rights or obligations under this 2020A Lease, and for all other lawful purposes. (b) Authority Not Liable. The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the 2020A Leased Facilities. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of any person, firm, corporation or governmental authority arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the 2020A Leased Facilities or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the 2020A Leased Facilities or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. (c) Essentiality. The City covenants and agrees that the 2020A Leased Facilities are essential to the City’s exercise of its governmental functions. SECTION 20. CONTINUING DISCLOSURE The City will comply with the continuing disclosure requirements applicable to it promulgated under U.S. Securities and Exchange Commission Rule 15c2-12, as amended, and will also comply with its obligations under the Continuing Disclosure Certificate, dated as of October 1, 2020, executed an delivered by City in connection with the Bonds, and under any continuing disclosure agreement or certificate related to Additional Bonds that are subject to Rule 15c2-12; provided, however, that the sole remedy hereunder in the event of any failure of the City to comply with this covenant shall be an action to compel performance and the City’s failure to comply with any continuing disclosure requirement shall not be deemed a default or an Event of Default. SECTION 21. WAIVER Attachment 5 Page 435 of 658 2020A LEASE AGREEMENT 21 Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may be established between the parties in the course of administering this 2020A Lease be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this 2020A Lease. SECTION 22. NET LEASE Subject to the provisions of Section 17 (“Abatement of Rental”), this 2020A Lease shall be deemed and construed to be a “Triple-Net Lease” and the City hereby agrees that rental provided for herein shall be an absolute net return to the Authority, free and clear of any expenses, taxes, fees, insurance premiums, rebate payments, reserve deposits, charges or setoffs whatsoever. SECTION 23. AMENDMENTS This 2020A Lease may be amended in writing as may be mutually agreed by the Authority and the City; provided, that no such amendment which materially adversely affects the rights of the Owners shall be effective unless it shall have been consented to by the Owners of more than a majority in aggregate principal amount of the affected Bonds and any Additional Bonds then Outstanding, and provided further, that no such amendment shall (a) extend the payment date of any 2020A Base Rental Payment, without the prior written consent of the Owner of each Bond so affected, or (b) reduce the percentage of the Outstanding Bonds the consent of the Owners of which is required for the execution of any amendment hereof. This 2020A Lease and the rights and obligations of the Authority and the City hereunder may also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution by the Authority and the City without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (a) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein and other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein to or conferred herein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners; (b) to make such provisions for the purpose of curing any ambiguity of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith, and which shall not materially adversely affect the interests of the Owners; (c) to effect a Substitution or Removal; (d) to increase the amount of 2020A Base Rental Payment payable hereunder for the purpose of allowing the Authority to add any real property to be acquired and leased hereunder or for the issuance of Additional Bonds; or Attachment 5 Page 436 of 658 2020A LEASE AGREEMENT 22 (e) for any other purpose which shall not materially adversely affect the interests of the Owners. SECTION 24. LAW GOVERNING This 2020A Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California. SECTION 25. NOTICES All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or by facsimile transmission or if mailed by United States first class mail, postage prepaid, and, if to the City, addressed to the Finance Director, City of Ukiah, 300 Seminary Avenue, Ukiah, California 95482, Fax: (707) 463-6204, or if to the Authority, addressed to the Treasurer, Ukiah Public Financing Authority, 300 Seminary Avenue, Ukiah, California 95482, Fax: 300 Seminary Avenue, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 26. VALIDITY AND SEVERABILITY If for any reason this 2020A Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants of the City hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this 2020A Lease is and shall be deemed to be a lease from year to year under which the rentals are to be paid by the City monthly in consideration of the right of the City to possess, occupy and use the 2020A Leased Facilities, and all of the rental and other terms, provisions and conditions of this 2020A Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 27. SECTION HEADINGS All section headings contained are for convenience of reference only and are not intended to define or limit the scope of any provision of this 2020A Lease. SECTION 28. NO MERGER If both the Authority’s and the City’s estate under this or any other lease relating to the 2020A Leased Facilities or any portion thereof shall at any time or for any reason become vested in one owner, this 2020A Lease and the estate created hereby shall not be destroyed or terminated by the doctrine of merger unless the City so elects as evidenced by recording a written declaration so stating, and unless and until the City so elects, the City shall continue to have and enjoy all of its rights and privileges as to the separate estates. SECTION 29. EXECUTION; RECORDATION Attachment 5 Page 437 of 658 2020A LEASE AGREEMENT 23 It is agreed that separate counterparts of this 2020A Lease may separately be executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City. This 2020A Lease, or a memorandum hereof, shall be recorded at the commencement of the term hereof, in the Land Records of Mendocino County, California. SECTION 30. FINDINGS OF LESSEE The Lessee finds and declares that the issuance of the Bonds will result in significant public benefits to the citizens of the Lessee, including but not limited to demonstrable savings in effective interest rate, bond preparation, bond underwriting or bond issuance costs. [Signature page to follow on next page] Attachment 5 Page 438 of 658 2020A LEASE AGREEMENT 24 IN WITNESS WHEREOF, the Authority and the City have caused this 2020A Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF UKIAH, CALIFORNIA By________________________________ Sage Sangiacomo, City Manager Attest: By__________________________ Kristine Lawler, City Clerk UKIAH PUBLIC FINANCING AUTHORITY By________________________________ Daniel Buffalo, Treasurer Attest: By________________________ Kristine Lawler, Secretary Attachment 5 Page 439 of 658 2020A LEASE AGREEMENT EXHIBIT A-1 EXHIBIT A DESCRIPTION OF 2020A LEASED FACILITIES ALL THAT CERTAIN REAL PROPERTY (ALONG WITH ALL IMPROVEMENTS, FIXTURES AND FACILITIES AT ANY TIME SITUATED THEREON) SITUATED IN THE CITY OF UKIAH, COUNTY OF MENDOCINO, STATE OF CALIFORNIA, AND ANY IMPROVEMENTS THERETO, DESCRIBED AS FOLLOWS: Attachment 5 Page 440 of 658 2020A LEASE AGREEMENT EXHIBIT B EXHIBIT B 2020A BASE RENTAL PAYMENT SCHEDULE Interest Payment Date* Principal Component of 2020A Base Rental Payments Interest Component of 2020A Base Rental Payments Total 2020A Base Rental Payments Attachment 5 Page 441 of 658 2020A LEASE AGREEMENT EXHIBIT B Totals _____________________ * This represents the Interest Payment Date on the Bonds. The City must make each of the scheduled 2020A Base Rental Payments to the Trustee on or before each respective 2020A Lease Payment Date, being the 25th day of the month immediately preceding each Interest Payment Date. Attachment 5 Page 442 of 658 CERTIFICATE OF ACCEPTANCE OF 2020A LEASE AGREEMENT This is to certify that the interest in real property conveyed by the 2020A Lease Agreement, dated as of October 1, 2020, from Ukiah Public Financing Authority, as sublessor, to the City of Ukiah, California, as sublessee (the “City”), as evidenced by the Memorandum of 2020A Lease Agreement recorded concurrently herewith, is hereby accepted by the undersigned officer on behalf of the City pursuant to authority conferred by resolution of the City Council adopted on August 19, 2020, and the City consents to recordation thereof by its duly authorized officer. Dated as of October __, 2020 CITY OF UKIAH, CALIFORNIA By:____________________________________ Attachment 5 Page 443 of 658 2020B LEASE AGREEMENT Dated as of October 1, 2020 by and between the UKIAH PUBLIC FINANCING AUTHORITY and the CITY OF UKIAH Relating to the $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) Attachment 6 Page 444 of 658 Attachment 6 Page 445 of 658 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS .......................................................................................................................................... 2  SECTION 2. TERM ........................................................................................................................................................ 3  SECTION 3. RENTAL ................................................................................................................................................... 4  SECTION 4. USE OF PROCEEDS ............................................................................................................................... 6  SECTION 5. MAINTENANCE, UTILITIES, TAXES AND ASSESSMENTS ........................................................... 6  SECTION 6. CHANGES TO THE LEASED FACILITIES .......................................................................................... 7  SECTION 7. SUBSTITUTION OR RELEASE OF LEASED FACILITIES ................................................................ 7  SECTION 8. TITLE INSURANCE ................................................................................................................................ 8  SECTION 9. INSURANCE ............................................................................................................................................ 8  SECTION 10. DAMAGE, DESTRUCTION AND CONDEMNATION; APPLICATION OF NET PROCEEDS……. .................................................................................................................... 10  SECTION 11. DEFAULT .............................................................................................................................................. 11  SECTION 12. PREPAYMENT AND CREDITS .......................................................................................................... 12  SECTION 13. MECHANICS’ LIENS ........................................................................................................................... 13  SECTION 14. QUIET ENJOYMENT ............................................................................................................................ 13  SECTION 15. INDEMNIFICATION ............................................................................................................................. 13  SECTION 16. ASSIGNMENT ....................................................................................................................................... 14  SECTION 17. ABATEMENT OF RENTAL ................................................................................................................. 14  SECTION 18. RESERVED ............................................................................................ Error! Bookmark not defined.  SECTION 19. OTHER COVENANTS OF THE CITY AND AUTHORITY............................................................... 15  SECTION 20. CONTINUING DISCLOSURE .............................................................................................................. 15  SECTION 21. WAIVER ................................................................................................................................................. 15  SECTION 22. NET LEASE ........................................................................................................................................... 16  SECTION 23. AMENDMENTS .................................................................................................................................... 16  SECTION 24. LAW GOVERNING ............................................................................................................................... 17  SECTION 25. NOTICES ................................................................................................................................................ 17  SECTION 26. VALIDITY AND SEVERABILITY ...................................................................................................... 17  SECTION 27. SECTION HEADINGS .......................................................................................................................... 17  SECTION 28. NO MERGER ......................................................................................................................................... 17  SECTION 29. EXECUTION .......................................................................................................................................... 17  SECTION 30. FINDINGS OF LESSEE ......................................................................................................................... 18  EXHIBIT A — DESCRIPTION OF THE LEASED FACILITIES EXHIBIT B — 2020B BASE RENTAL PAYMENT SCHEDULE Attachment 6 Page 446 of 658 2020B LEASE AGREEMENT 1 2020B LEASE AGREEMENT This 2020B Lease Agreement (the “2020B Lease”), dated as of October 1, 2020, is made by and between the UKIAH PUBLIC FINANCING AUTHORITY, a joint powers agency duly organized and existing pursuant to the laws of the State of California (the “Authority”), as sublessor, and the CITY OF UKIAH, a municipal corporation duly organized and existing under the laws of the State of California (the “City”), as sublessee. RECITALS: WHEREAS, the City desires to finance the acquisition, design, construction, installation, renovation, furnishing and/or reimbursement of certain real property and improvements constituting a new customer service center for the City and a new roof for the City museum, all as more particularly described in Exhibit A hereto (the “Ukiah Community Facilities Acquisition and Improvement Project”); and WHEREAS, the City desires that the Authority issue its Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project) (the “2020A Bonds”) for the purposes of, among other things, funding part or all of the Ukiah Community Facilities Acquisition and Improvement Project; and WHEREAS, the City is obligated by the Public Employees’ Retirement Law, commencing with Section 20000 of the Government Code of the State of California, as amended (the “Retirement Law”), to make payments relating to pension benefits accruing to the California Public Employees’ Retirement System’s (“CalPERS”) members, including the City; and WHEREAS, the City is obligated specifically to make certain payments to CalPERS in respect of current and retired public safety employees and miscellaneous employees under the pension programs of CalPERS that amortize such obligations over a fixed period of time (collectively, the “CalPERS Obligation”); and WHEREAS, the Pension Obligation is evidenced by a contract or contracts with CalPERS with respect to public safety employees and miscellaneous employees of the City, as heretofore and hereafter amended from time to time (collectively, the “CalPERS Contract”); and WHEREAS, the City desires that the Authority issue its Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) (the “2020B Bonds,” and together with the 2020A Bonds, the “Bonds”) for the purposes of, among other things, prepaying part or all of its CalPERS Obligation (the “CalPERS Prepayment Project,” and together with the Ukiah Community Facilities Acquisition and Improvement Project, the “Project”); and WHEREAS, in order to finance the Ukiah Community Facilities Acquisition and Improvement Project, the City will lease to the Authority certain real property (the “2020B Site”) and improvements thereon (the “2020B Leased Facilities”) pursuant to a 2020B Site and Facilities Lease, dated as of October 1, 2020, between the Authority and City (the “2020B Site Lease”); and WHEREAS, the 2020B Site is more particularly described in Exhibit A hereto; and Attachment 6 Page 447 of 658 2020B LEASE AGREEMENT 2 WHEREAS, the Authority has determined to issue its (i) 2020A Bonds in the aggregate principal amount of $__________ pursuant to an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and (ii) 2020B Bonds in the aggregate principal amount of $__________ pursuant to the Indenture; and WHEREAS, the Authority, pursuant to this 2020B Lease, will sublease the 2020B Leased Facilities to the City, in consideration for base rental payments to be made by the City pursuant to this 2020B Lease, in accordance with the base rental schedule attached hereto as Exhibit B, that corresponds in amount to the principal and interest coming due with respect to the 2020B Bonds (the “2020B Base Rental Payments”); and WHEREAS, all rights to receive the 2020B Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to a 2020B Assignment Agreement, dated as of October 1, 2020, between the Authority and Trustee (the “2020B Assignment Agreement”); and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this 2020B Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2020B Lease; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: SECTION 1. DEFINITIONS Terms used herein and not otherwise defined herein but defined in the Indenture shall have the meanings ascribed to them in the Indenture. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this 2020B Lease, have the meanings herein specified, the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined: “Additional Rental Payments” means Additional Rental Payments due under Section 3(b) hereof. “2020B Base Rental Payments” means 2020B Base Rental Payments and any additional base rental payments made hereunder to support Additional Bonds issued in accordance with the Indenture. “Expiration Date” means October 1, 20__, being the final scheduled maturity date of the Bonds, unless extended or sooner terminated as provided in Section 2 hereof. “2020B Facilities” means all improvements, fixtures and facilities at any time situated on the 2020B Site. “Indenture” means the Indenture dated as of October 1, 2020, by and between the Trustee and the Authority. Attachment 6 Page 448 of 658 2020B LEASE AGREEMENT 3 “Interest Component” means interest component of any 2020B Base Rental Payments as set forth in Exhibit B hereto. “Interest Payment Date” means April 1 and October 1 of each year, commencing April 1, 2021, so long as any Bonds are Outstanding. “2020B Lease” means this 2020B Lease Agreement. “2020B Leased Facilities” means, collectively, the 2020B Site and 2020B Facilities, as more fully described in Exhibit A hereto, as such Exhibit A may be revised and amended from time to time pursuant to the terms of the Indenture and of this 2020B Lease. “2020B Lease Payment Date” means, with respect to any Interest Payment Date, the 25th day of the month immediately preceding each Interest Payment Date. “Net Proceeds” means any insurance or condemnation proceeds, paid with respect to the 2020B Leased Facilities remaining after payment therefrom of all expenses in the collection thereof. “Permitted Encumbrances” means, with respect to the 2020B Leased Facilities, as of any particular time, (i) to the extent in effect on the Closing Date, the right, title and interest of the City to the 2020B Leased Facilities and the existing interests of the Authority to the 2020B Leased Facilities as lessee of the City, and the existing interests of the City in the 2020B Leased Facilities as lessee of the Authority; (ii) the 2020B Site Lease; (iii) this 2020B Lease, (iv) the Indenture, the Assignment Agreement and the Trustee’s and the Authority’s interests in the 2020B Leased Facilities, (v) liens for taxes and assessments not then delinquent, (vi) utility, access and other easements and rights of way, restrictions and exceptions that a City Representative certifies will not interfere with or impair the use intended to be made of the 2020B Leased Facilities; (vii) any additions and improvements to the 2020B Leased Facilities as permitted in this 2020B Lease; (viii) any sublease or use permitted by this 2020B Lease, (ix) covenants, conditions or restrictions or liens of record relating to the 2020B Leased Facilities and existing on the Closing Date; (x) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property similar in character to the 2020B Leased Facilities and as do not materially impair the use intended to be made of property affected thereby, and (xi) any encumbrances listed in the preliminary title report issued pursuant to Section 8 hereof. “Principal Component” means the principal component of any 2020B Base Rental Payments as set forth in Exhibit B hereto. “Rental Period” means each period during the Term of this 2020B Lease commencing on and including the day immediately following an Interest Payment Date and extending to and including the next succeeding Interest Payment Date. “2020B Site” means the real property described in Exhibit A hereto. SECTION 2. TERM Attachment 6 Page 449 of 658 2020B LEASE AGREEMENT 4 The Authority hereby leases to the City and the City hereby leases from the Authority, on the terms and conditions hereinafter set forth, the 2020B Leased Facilities. The term of this 2020B Lease shall commence on October __, 2020, or the date this 2020B Lease is recorded, whichever is later, and shall expire on the later of (i) the Expiration Date; (ii) the date the last 2020B Base Rental Payment is made under the provisions hereof; or (iii) the date of discharge of all of the Bonds and Additional Bonds pursuant to Section 9.03 of the Indenture. Notwithstanding the foregoing, the term of this 2020B Lease shall automatically be extended for a period of ten (10) years, if, on the Expiration Date, the Bonds and any Additional Bonds have not been fully discharged, and shall terminate on the date when the Bonds and any Additional Bonds have been fully discharged. SECTION 3. RENTAL Subject to the provisions of Sections 12 and 17 hereof, the City agrees to pay to the Authority, its successors or assigns, as rental for the use and possession of the 2020B Leased Facilities, the following amounts at the following times: (a) 2020B Base Rental Payments; Additional Base Rental Payments. The City agrees to pay to the Trustee, as assignee of the Authority, the 2020B Base Rental Payments (denominated into Principal Components and Interest Components) in accordance with the 2020B Base Rental Payment Schedule attached hereto as Exhibit B, in the respective amounts specified in Exhibit B attached hereto and by this reference incorporated herein, to be due and payable on the Interest Payment Dates immediately following each of the respective 2020B Lease Payment Dates, and to be deposited by the City with the Trustee on each of the 2020B Lease Payment Dates. Any amount held in the 2020B Lease Revenue Fund on any 2020B Lease Payment Date (other than amounts resulting from the prepayment of the Principal Components in part but not in whole pursuant to Section 12 hereof and other than amounts required for payment of past due Principal Components or Interest Components represented by any Bonds not presented for payment) shall be credited towards the 2020B Base Rental Payment then required to be paid hereunder; and no 2020B Base Rental Payment need be deposited with the Trustee on any 2020B Lease Payment Date if the amounts then held in the 2020B Lease Revenue Fund are at least equal to the 2020B Base Rental Payment then required to be deposited with the Trustee. The 2020B Base Rental Payments payable in any Rental Period shall be for the use of the 2020B Leased Facilities during such Rental Period. The obligation of the City to pay the 2020B Base Rental Payments with respect to the 2020B Bonds and the 2020B Bonds shall rank pari passu with each other as well as with the obligation of the City to pay 2020B Base Rental Payments with respect to any Additional Bonds. Upon and after the issuance of any Additional Bonds secured by base rental payments with respect to the 2020B Leased Facilities, the City shall pay the 2020B Base Rental Payments with respect to such Additional Bonds as provided in the Supplemental Indenture for such Additional Bonds, in accordance with the additional base rental payment schedule which shall be attached hereto as an additional exhibit prior to the delivery of such Additional Bonds, as adjusted for any prepayments. (b) Additional Rental Payments. The City shall also pay, as “Additional Rental Payments” hereunder, in addition to the 2020B Base Rental Payments and any base rental payments hereunder made with respect to Additional Bonds, to the Trustee, as assignee of the Authority, as hereinafter provided, such amounts in each year as shall be required for the payment of all costs and expenses (not otherwise paid for or Attachment 6 Page 450 of 658 2020B LEASE AGREEMENT 5 provided for out of the proceeds of sale of the Bonds) incurred by the Authority or the Trustee in connection with the execution, performance or enforcement of this 2020B Lease or the assignment hereof, the Indenture, or the Authority’s or the Trustee’s respective interests in the 2020B Leased Facilities, including, but not limited to, all fees, costs and expenses, all administrative costs of the Authority relating to the 2020B Leased Facilities (including, without limiting the generality of the foregoing, salaries and wages of employees, overhead, insurance premiums, taxes and assessments (if any), expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture), fees of auditors, accountants, attorneys or engineers, and all other reasonable and necessary administrative costs of the Authority or charges required to be paid by it to comply with the terms of the Bonds or of the Indenture. Such Additional Rental Payments shall be billed to the City by the Authority or the Trustee from time to time. Amounts so billed shall be paid by the City within thirty (30) days after receipt of the bill by the City. (c) Fair Rental Value. Payments of 2020B Base Rental Payments and Additional Rental Payments for each rental payment period shall constitute the total rental for such rental payment period, and shall be paid by the City in each rental payment period for and in consideration of the right of the use and possession of, and the continued quiet use and enjoyment of, the 2020B Leased Facilities during each such period for which said rental is to be paid. The City represents and covenants that the useful life of the 2020B Leased Facilities is not shorter than the final maturity of the Bonds. The parties to this 2020B Lease specifically acknowledge that the annual fair rental value of the 2020B Leased Facilities is in excess of the maximum annual 2020B Base Rental Payments, and that any “discount” of 2020B Base Rental Payments below fair market value is in recognition of the unique characteristics of the 2020B Leased Facilities. In making such determination, consideration has been given to other obligations of the parties under this 2020B Lease, the uses and purposes which may be served by the 2020B Leased Facilities and the benefits therefrom which will accrue to the City and the general public. The determination of fair rental value of the 2020B Leased Facilities pursuant to this paragraph shall not be deemed to be controlling in connection with a determination of fair value of the 2020B Leased Facilities by the parties hereto for any other purpose. (d) Payment of 2020B Base Rental. Each installment of 2020B Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to the order of the Trustee at the corporate trust office of the Trustee in Los Angeles, California, or such other place as the Trustee shall designate. Notwithstanding any dispute between the City and the Authority, the City shall make all 2020B Base Rental Payments when due, without deduction or offset of any kind, and shall not withhold any 2020B Base Rental Payments pending the final resolution of any such dispute. In the event of a determination that the City was not liable for said 2020B Base Rental Payments or any portion thereof, said 2020B Base Rental Payments or excess of payments, as the case may be, shall, at the option of the City, be credited against subsequent 2020B Base Rental Payments due hereunder or be refunded at the time of such determination. (e) Increases in Aggregate 2020B Base Rental Payments. The City covenants that it shall not permit an increase in the aggregate 2020B Base Rental Payments or permit additional base rental payments with respect to Additional Bonds without first obtaining an opinion of Bond Counsel to the effect that the incurring of such increased 2020B Base Rental Payments will not (i) impair the validity and enforceability of this 2020B Lease and (ii) in and of itself impair the exclusion of interest on the 2020B Bonds and, to the extent applicable, any Additional Bonds (that are intended to be Tax-Exempt), from the gross income of the owners thereof for federal income tax purposes. Attachment 6 Page 451 of 658 2020B LEASE AGREEMENT 6 (f) Covenant to Budget and Appropriate. The City covenants to take such action as may be necessary to include all 2020B Base Rental Payments due hereunder in its annual budget and to make the necessary annual appropriations for all such 2020B Base Rental Payments, subject only to abatement as provided in Section 17 hereof. The City will furnish to the Authority annually, on or before September 1, a certificate stating that it has complied with the covenant set forth in this paragraph. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this 2020B Lease agreed to be carried out and performed by the City. The obligation of the City to make 2020B Base Rental Payments or Additional Rental Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the Bonds (or any Additional Bonds) nor the obligation of the City to make 2020B Base Rental Payments or Additional Rental Payments constitutes an indebtedness of the City, the State or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. SECTION 4. USE OF PROCEEDS The parties hereto agree that the proceeds of the 2020B Bonds will be used for the purposes of funding the Ukiah Community Facilities Acquisition and Improvement Project and the costs of issuing the 2020B Bonds. SECTION 5. MAINTENANCE, UTILITIES, TAXES AND ASSESSMENTS During such time as the City or any assignee or sublessee thereof is in possession of the 2020B Leased Facilities, all maintenance and repair, ordinary or extraordinary, of the 2020B Leased Facilities shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of (a) all utility services supplied to the 2020B Leased Facilities, (b) the cost of operation of the 2020B Leased Facilities, and (c) the costs of maintenance of and repair to the 2020B Leased Facilities resulting from regulatory mandate and ordinary wear and tear or want of care on the part of the City. The City shall at the City’s sole cost and expense keeps and maintain the 2020B Leased Facilities clean and in a safe and good condition and repair. The Authority shall have no obligation to alter, remodel, improve, repair, decorate, or paint the 2020B Leased Facilities or any part thereof (except as may be required by regulatory mandate), and the parties hereto affirm that the Authority has made no representations or warranties to the City respecting the condition of the 2020B Leased Facilities. The City shall comply with all statutes, ordinances, regulations, and other requirements of all governmental entities that pertain to the occupancy or use of the 2020B Leased Facilities. The Authority has no responsibility or obligation whatsoever to construct any improvements modification or alteration to the 2020B Leased Facilities. The City waives the right to make repairs at the Authority’s expense under Subsection 1 of Section 1932, Sections 1941 and 1942 of the California Civil Code, or any other such law, statute, or ordinance now or hereafter in effect. Attachment 6 Page 452 of 658 2020B LEASE AGREEMENT 7 The parties hereto contemplate that the 2020B Leased Facilities will be used for public purposes by the City and, therefore, that the 2020B Leased Facilities will be exempt from all taxes presently assessed and levied with aspect to real and personal property, respectively. In the event that the use, possession or acquisition by the Authority or the City of the 2020B Leased Facilities is found to be subject to taxation in any form, the City will pay during the term hereof, as the same respectively became due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the 2020B Leased Facilities and any other property acquired by the City in substitution for, as a renewal or replacement of, or a modification, improvement or addition to the 2020B Leased Facilities; provided, that with respect to any governmental charges or taxes that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are accrued during such time as this 2020B Lease is in effect. SECTION 6. CHANGES TO THE 2020B LEASED FACILITIES The City shall have the right during the term of this 2020B Lease to acquire and construct improvements or to attach fixtures, structures or signs to the 2020B Leased Facilities if such improvements, fixtures, structures or signs are necessary or beneficial for the use of the 2020B Leased Facilities by the City; provided, however, that no such acquisition or construction shall result in a material reduction in the value of the 2020B Leased Facilities, reduce the fair rental value thereof or substantially alter the nature of the 2020B Leased Facilities. Upon termination of this 2020B Lease, the City may remove any fixture, structure or sign added by the City, but such removal shall be accomplished so as to leave the 2020B Leased Facilities, except for ordinary wear and tear and damage by casualty, in substantially the same condition as it was in before the fixture, structure or sign was attached. SECTION 7. SUBSTITUTION OR RELEASE OF 2020B LEASED FACILITIES The City shall have, so long as this 2020B Lease is in effect, and is hereby granted, the option at any time and from time to time, to substitute other real property (the “Substitute 2020B Leased Facilities”) for any portion of the 2020B Leased Facilities (the “Former 2020B Leased Facilities”) or release any identifiable real property and/or improvements currently constituting the 2020B Leased Facilities (in such case, Substitute 2020B Leased Facilities shall mean the Former 2020B Leased Facilities less any portion released pursuant to this Section); provided that the City shall satisfy all of the following requirements, which are hereby declared to be conditions precedent to such substitution and/or release: (a) No Event of Default shall have occurred and be continuing; (b) The City shall file with the Authority and the Trustee, and cause to be recorded in the office of the Mendocino County Recorder, sufficient memorialization of amendments to this 2020B Lease and the 2020B Site Lease which replaces Exhibit A hereto, and Exhibit A to the 2020B Site Lease, with a description of such Substitute 2020B Leased Facilities which deletes therefrom the description of the Former 2020B Leased Facilities; (c) The City shall obtain a California Land Title Association (“CLTA”) or American Land Title Association (“ALTA”) policy of title insurance insuring the City’s fee or leasehold estate in such Substitute Attachment 6 Page 453 of 658 2020B LEASE AGREEMENT 8 2020B Leased Facilities, the City’s leasehold estate hereunder, and the Authority’s leasehold estate under the 2020B Site Lease in such Substitute 2020B Leased Facilities, subject only to Permitted Encumbrances, in an amount not less than the aggregate principal amount of the Outstanding Bonds; provided, however, that this requirement shall not apply to Substitute 2020B Leased Facilities that consists only of Former 2020B Leased Facilities less any released portion; (d) The City shall certify in writing to the Authority and to the Trustee that such Substitute Property constitutes property which the City is permitted to lease under the laws of the State of California; (e) The substitution of the Substitute 2020B Leased Facilities shall not cause the City to violate any of its covenants, representations and warranties made herein; (f) The City shall file with the Authority and the Trustee a written certificate of the City or other evidence which establishes that the annual fair rental value of the Substitute 2020B Leased Facilities after substitution or release will be at least equal to 100% of the maximum amount of the 2020B Base Rental Payments becoming due in the then current fiscal year or in any subsequent fiscal year, and that the useful economic life of the Substitute 2020B Leased Facilities shall be at least equal to the maximum remaining term of this 2020B Lease; and (g) The City shall furnish to the Trustee an opinion of Bond Counsel addressed to the Trustee, the City and the Authority to the effect that the substitution or release is permitted under this 2020B Lease and will not in and of itself impair the validity and enforceability of this 2020B Lease. Upon the satisfaction of all such conditions precedent, and upon the City delivering to the Authority and the Trustee a written certification of the City certifying that the conditions set forth is subsections (a), (c) and (e) of this Section have been satisfied, the Term of this 2020B Lease shall thereupon end as to the Former 2020B Leased Facilities and shall thereupon commence as to the Substitute 2020B Leased Facilities, and all references to the Former 2020B Leased Facilities shall apply with full force and effect to the Substitute 2020B Leased Facilities. The City shall not be entitled to any reduction, diminution, extension or other modification of the 2020B Base Rental Payments whatsoever as a result of such substitution or release hereunder. The City and the Authority shall execute, deliver and, if necessary, cause to be recorded all documents required to properly discharge this 2020B Lease lien of record against the Former 2020B Leased Facilities. SECTION 8. RESERVED SECTION 9. INSURANCE (a) Liability Insurance. The City shall procure (or cause to be procured) and maintain (or cause to be maintained), throughout the term of this 2020B Lease, reasonable and customary general liability insurance, naming as additional insured the Authority, the Trustee, and their directors, officers, agents and employees, insuring against all direct or contingent loss or liability for damages for bodily injury, death or property damage occasioned by reason of the use or operation of the 2020B Leased Facilities. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the City. Attachment 6 Page 454 of 658 2020B LEASE AGREEMENT 9 (b) Workers Compensation Insurance. The City shall at all times comply with the workers’ compensation insurance laws of the State of California to the extent applicable to the City. (c) Fire and Extended Coverage Insurance. The City shall procure (or cause to be procured) and maintain (or cause to be maintained), throughout the term of this 2020B Lease, insurance against loss or damage to any part of the 2020B Leased Facilities against all perils included within the classification of fire, lightning, and all other risks covered by an extended coverage endorsement (excluding earthquake) in an amount not less than the principal amount of the Outstanding 2020B Bonds. Said fire and extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke, sprinkler damage, boiler explosion and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to 100% of the replacement cost of the improvements on the 2020B Leased Facilities. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried or required to be carried by the City, provided that coverage pursuant to this subsection shall apply exclusively to the 2020B Leased Facilities, and payment of insurance proceeds shall not be contingent upon the degree of damage sustained at other facilities owned or leased by the City. (d) Reserved. (e) Self-Insurance. Except for the insurance required by subsection (d) of this Section (rental interruption insurance), for which the City may not provide self-insurance, as an alternative to providing the insurance required by this Section the City may provide a self-insurance method or plan of protection (but only from a special fund of the City or other source for which the General Fund of the City is not in any fashion obligated nor to which the City is otherwise obligated to make payments), covering one or all of the insurance coverage’s required to be provided by subsections (a), (b) and (c) of this Section, so long as such self-insurance method or plan of protection shall afford reasonable protection to the Authority and the Trustee, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by cities in the State other than the City. (f) Net Proceeds of Insurance; Form of Policies. The policy of insurance required by subsection (c) of this Section shall provide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender’s loss payable endorsement, and shall name the City, the Authority and the Trustee as insureds. The Net Proceeds of policies of insurance under subsection (c) of this Section shall be applied as provided in Section 10 hereof. All policies of insurance required by this 2020B Lease and any statements of self-insurance shall be in form satisfactory to the Authority. The City shall pay or cause to be paid when due the premiums for all insurance policies required by this 2020B Lease and shall promptly furnish or cause to be furnished evidence of such payments to the Authority and the Trustee. All such policies shall provide that the Authority and the Trustee shall be given thirty (30) days’ notice of each expiration, and any intended cancellation thereof or reduction of the coverage provided thereby. The City shall deliver to the Trustee on or before the Closing Date and each anniversary of the Closing Date a certificate that all insurance required under this 2020B Lease is in full force and effect. In the event that the City obtains insurance through a pooled insurance program of governmental entities, an annual statement or memorandum of coverage delivered to the Authority and the Trustee will satisfy the requirements of this subsection. The Trustee and the Authority shall not be responsible for the sufficiency of any insurance herein required or payment of premium and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. Attachment 6 Page 455 of 658 2020B LEASE AGREEMENT 10 (g) Advances. If the City shall fail to perform in any of its obligations under this Section, then the Authority may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money on behalf of the City, and the City shall be obligated to repay all such advances as soon as possible. (h) Waivers of Subrogation. Each of the parties hereby waives any and all rights to recovery against the other or against any other tenant or occupant of the 2020B Leased Facilities, or against the officers, employees, agents, representatives, customers, and business visitors of such other party or of such other tenant or occupant of the 2020B Leased Facilities, for loss or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against under the standard form of property damage insurance policy with all permissible extensions and endorsements covering extended perils or under any other policy of insurance carried by such waiving party in lieu thereof, to the extent such policies then in force permit such waiver. SECTION 10. DAMAGE, DESTRUCTION AND CONDEMNATION; APPLICATION OF NET PROCEEDS If prior to the termination of the term hereof (a) the 2020B Leased Facilities is destroyed (in whole or in part) or is damaged by fire of other casualty, or (b) title to, or the temporary use of, any portion of the 2020B Leased Facilities or the estate of the Authority or the City in the 2020B Leased Facilities or any portion shall be taken under the exercise of the power of eminent domain by any governmental body or by any person or firm or corporation acting under governmental authority, then the City and the Authority shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the 2020B Leased Facilities or portion thereof, in accordance with the provisions of this Section 10. If Net Proceeds are insufficient to repair or replace the 2020B Leased Facilities or portion thereof, the City shall, to the extent permitted by law, use its best efforts to fund any deficiency from any legally available funds. If there is an abatement of rental payments pursuant to Section 17 hereof as a result of such casualty or event, and the City elects pursuant to Section 12(a) hereof to apply such insurance proceeds and such other sums as are deposited by the City pursuant to such Section to the prepayment of 2020B Base Rental Payments rather than replacing or repairing the destroyed or damaged portion of the 2020B Leased Facilities, then this 2020B Lease shall terminate with respect to the destroyed or damaged portion of the 2020B Leased Facilities as of the later of the date of such election by the City or the date the amount required by Section 12(a) hereof is received by the Trustee. The provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code, including any amendments thereto and any other law which may hereinafter be in force during the term of this 2020B Lease which authorizes the termination of this 2020B Lease upon the partial or complete destruction of the 2020B Leased Facilities, are hereby waived by the City. The City hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Bonds and any Additional Bonds remain outstanding and unpaid, the City will not exercise the power of condemnation with respect to the 2020B Leased Facilities. The City further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the City should fail or refuse to abide by such covenant and condemns the 2020B Leased Facilities, the value of the Attachment 6 Page 456 of 658 2020B LEASE AGREEMENT 11 2020B Leased Facilities shall not be less than the greater of (i) if Outstanding Bonds are then subject to redemption, the principal and interest due on the Outstanding Bonds through the date of their redemption, or (ii) if such Outstanding Bonds are not then subject to redemption, the amount necessary to defease such Outstanding Bonds to the first available redemption date in accordance with the Indenture. The City shall deposit any Net Proceeds with the Trustee for deposit into the: (a) 2020B Insurance and Condemnation Fund if the City elects to repair the 2020B Leased Facilities, or (b) the 2020B Redemption Fund if the City elects to redeem the Outstanding Bonds. The City shall have 45 days from the date of any such destruction or partial destruction to determine whether to repair the 2020B Leased Facilities or use insurance and condemnation award proceeds received to redeem such Bonds. To the extent that the City determines not to repair the 2020B Leased Facilities and cannot use insurance and condemnation award proceeds to redeem such 2020B Bonds, the City shall and hereby covenants to expeditiously substitute property for such 2020B Leased Facilities of equivalent or greater value in accordance with the provisions of Section 7 hereof. If the City determines to repair the 2020B Leased Facilities, disbursements by the Trustee shall only be made upon presentation of a requisition in a form substantially similar to Exhibit C of the Indenture. If the City determines to cause the redemption of less than the full amount of the Outstanding Bonds, such redemption shall only be made to the extent the remaining fair rental value of the 2020B Leased Facilities is not less than the remaining 2020B Base Rental Payments supporting debt service on the Outstanding Bonds. SECTION 11. DEFAULT (a) Each of the following events constitutes an Event of Default hereunder: (1) Failure by the City to pay any 2020B Base Rental Payment or other payment (including Additional Rental Payments) required to be paid hereunder at the time specified herein. (2) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in the preceding subsection (1), for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority. However, if the City notifies the Authority that in its reasonable opinion the failure stated in the notice can be corrected, but not within such 30-day period, the failure will not constitute an Event of Default if the City commences to cure the failure within such 30-day period and thereafter diligently and in good faith cures such failure in a reasonable period of time; provided, that such cure period shall not extend beyond 60 days. (3) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted. The Authority expressly waives the right to receive any amount from the City pursuant to Section 1951.2(a)(3) of the California Civil Code. (b) Whenever any Event of Default has happened and is continuing, the Authority may exercise any and all remedies available under law or granted under this 2020B Lease. Notwithstanding anything herein Attachment 6 Page 457 of 658 2020B LEASE AGREEMENT 12 to the contrary, there shall be no right under any circumstances to accelerate the 2020B Base Rental Payments or otherwise declare any 2020B Base Rental Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Authority may exercise any and all rights granted hereunder; provided, that no termination of this 2020B Lease will be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Authority may exercise each and every one of the following remedies: (1) Proceedings at Law or In Equity. If an Event of Default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. (4) Remedies under the 2020B Site Lease. If an Event of Default occurs and continues hereunder, the Authority may exercise its rights under the 2020B Site Lease. SECTION 12. PREPAYMENT AND CREDITS (a) Prepayment from Net Proceeds. (1) The City may prepay, from Net Proceeds of insurance or a condemnation award received by it pursuant to Section 10, the Principal Component of 2020B Base Rental Payments then unpaid (and corresponding Interest Component), in whole or in part on any date, pursuant to Section 10 hereof, at a prepayment price equal to the sum of the Principal Component prepaid plus accrued interest thereon to the date of prepayment. (2) Prepayments made pursuant to this subsection (a) shall be allocated pro rata among the Principal Components of 2020B Base Rental Payments relating to the Bonds and any Additional Bonds. (b) Optional Prepayment. The City may at its option prepay from any source of available moneys for redemption of Bonds on any Business Day pursuant to Section 2.03(b) of the Indenture, all or any part (in an integral multiple of $5,000) of the Principal Component of 2020B Base Rental Payments then unpaid, so that the aggregate annual amounts of principal component of 2020B Base Rental which shall be payable after such prepayment date shall each be an integral multiple of $5,000, at a prepayment price equal to the sum of the principal component prepaid plus interest accrued with respect thereto to the date of prepayment, without premium. Before making any prepayment pursuant to this Section, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given unless the Trustee agrees to a shorter period. The Authority and the City hereby agree that any prepayment in part under this Section and any redemption of Bonds by the Authority pursuant to Section 2.03(b)(i) or Section 2.03(b)(ii) of the Indenture shall be credited towards the City’s obligations hereunder at the option of the City in any manner determined Attachment 6 Page 458 of 658 2020B LEASE AGREEMENT 13 in writing delivered to the Trustee by the City. A prepayment made pursuant to this Section shall not cause a defeasance of any Bonds unless the requirements of Section 9.03 of the Indenture are satisfied. In the event of prepayment in full of the Principal Component of all 2020B Base Rental Payments, such that this 2020B Lease shall be terminated by its terms as provided in Section 2, all amounts then on deposit under the Indenture which are to be credited to the City’s obligations to make 2020B Base Rental Payments shall be credited towards the amounts then required to be so prepaid. In the event of the prepayment of some but not all of the Principal Components of the 2020B Base Rental Payments, the City shall replace the applicable 2020B Base Rental Schedule with a revised 2020B Base Rental Payment Schedule reflecting such prepayment of the Principal Components of such 2020B Base Rental Payments. SECTION 13. MECHANICS’ LIENS In the event the City shall at any time during the term of this 2020B Lease cause any improvements or other work to be done or performed or materials to be supplied, in or upon the 2020B Leased Facilities, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the 2020B Leased Facilities and which may be secured by any mechanics’, materialmen’s or other liens against the 2020B Leased Facilities or the Authority’s interest therein, and will cause any such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment. SECTION 14. QUIET ENJOYMENT The parties hereto mutually covenant that the City, so long as it keeps and performs the covenants and agreements herein contained, shall at all times during the term of this 2020B Lease peaceably and quietly have, hold and enjoy the 2020B Leased Facilities without suit, trouble or hindrance from the Authority. SECTION 15. INDEMNIFICATION The City shall, to the full extent then permitted by law, indemnify, defend, protect and hold harmless the Authority and its members, officers and employees and the Trustee from and against any and all liabilities, obligations, losses, claims and damages whatsoever regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest (i) arising out of or as the result of the entering into of this 2020B Lease and the Indenture, the payment of the costs of acquiring the 2020B Leased Facilities or any accident in connection with the operation, use, condition or possession of the 2020B Leased Facilities or any portion thereof resulting in damage to property or injury to or death to any person, but excluding any loss arising out of the intentional malfeasance or gross negligence of the Trustee or its officers, and (ii) with regard to the Trustee, arising out of or in the exercise and performance of the Trustee’s powers and duties hereunder and the Indenture. The indemnification arising under this section and compensation under Section 3(b) hereof shall continue in full force and effect notwithstanding the full payment of all rent obligations hereunder or the termination hereof for any reason or the resignation or removal of the Trustee. The City agrees not to withhold or abate any portion of the payments Attachment 6 Page 459 of 658 2020B LEASE AGREEMENT 14 required pursuant hereto by reason of any defects, malfunctions breakdowns or infirmities of the 2020B Leased Facilities. The Authority and the City mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either’s learning thereof. SECTION 16. ASSIGNMENT The parties understand that this 2020B Lease and the rights of the Authority hereunder, with certain exceptions, will be assigned to the Trustee as provided in the Indenture and the 2020B Assignment Agreement, to which assignment the City hereby consents. Neither this 2020B Lease nor any interest of the City hereunder shall be mortgaged, pledged, assigned or transferred by the City by voluntary act or by operation of law or otherwise; provided, subject to the provisions of Section 18 hereof, that the 2020B Leased Facilities may be subleased in whole or in part by the City, but only subject to the following conditions, which are hereby made conditions precedent to any such sublease: (a) This 2020B Lease and the obligation of the City to make all 2020B Base Rental Payments and Additional Rental Payments hereunder shall remain the sole obligation of the City; (b) The City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) No such sublease by the City shall cause the 2020B Leased Facilities to be used for a primary purpose other than a governmental or proprietary function authorized under the provisions of the Constitution and laws of the State of California, as evidenced by a Certificate of the City that is delivered to the Trustee; and (d) Any sublease of the 2020B Leased Facilities by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this 2020B Lease. SECTION 17. ABATEMENT OF RENTAL The obligation of the City to pay 2020B Base Rental Payments and Additional Rental Payments shall be abated during any period in which by reason of any damage, destruction or condemnation there is substantial interference with the use and occupancy of the 2020B Leased Facilities or any portion thereof by the City. Such abatement shall be in an amount such that the resulting 2020B Base Rental Payments in any year during which such interference continues does not exceed the fair rental value of the portions of the 2020B Leased Property as to which such damage, destruction, taking or title defect does not substantially interfere with the City’s use and right of possession, as evidenced by a Certificate of the City. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the 2020B Leased Facilities, and ending with the substantial completion of the work of repair or replacement of the 2020B Leased Facilities, or the portion thereof so damaged or destroyed, and the term of this 2020B Lease shall be extended as provided in Section 2 hereof. Attachment 6 Page 460 of 658 2020B LEASE AGREEMENT 15 Notwithstanding the foregoing, to the extent that moneys are available for the payment of 2020B Base Rental Payments in any of the funds and accounts established under the Indenture, such 2020B Base Rental Payments shall not be abated but shall be payable by the City as a special obligation payable solely from such funds and accounts. In the event of any such damage or destruction, this 2020B Lease continues in full force and effect and the City waives any right to terminate this 2020B Lease by virtue of any such damage and destruction. SECTION 18. RESERVED SECTION 19. OTHER COVENANTS OF THE CITY AND AUTHORITY (a) Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the 2020B Leased Facilities during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority’s rights or obligations under this 2020B Lease, and for all other lawful purposes. (b) Authority Not Liable. The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the 2020B Leased Facilities. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of any person, firm, corporation or governmental authority arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the 2020B Leased Facilities or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the 2020B Leased Facilities or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. (c) Essentiality. The City covenants and agrees that the 2020B Leased Facilities are essential to the City’s exercise of its governmental functions. SECTION 20. CONTINUING DISCLOSURE The City will comply with the continuing disclosure requirements applicable to it promulgated under U.S. Securities and Exchange Commission Rule 15c2-12, as amended, and will also comply with its obligations under the Continuing Disclosure Certificate, dated as of October 1, 2020, executed an delivered by City in connection with the Bonds, and under any continuing disclosure agreement or certificate related to Additional Bonds that are subject to Rule 15c2-12; provided, however, that the sole remedy hereunder in the event of any failure of the City to comply with this covenant shall be an action to compel performance and the City’s failure to comply with any continuing disclosure requirement shall not be deemed a default or an Event of Default. SECTION 21. WAIVER Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may be established between the parties Attachment 6 Page 461 of 658 2020B LEASE AGREEMENT 16 in the course of administering this 2020B Lease be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this 2020B Lease. SECTION 22. NET LEASE Subject to the provisions of Section 17 (“Abatement of Rental”), this 2020B Lease shall be deemed and construed to be a “Triple-Net Lease” and the City hereby agrees that rental provided for herein shall be an absolute net return to the Authority, free and clear of any expenses, taxes, fees, insurance premiums, rebate payments, reserve deposits, charges or setoffs whatsoever. SECTION 23. AMENDMENTS This 2020B Lease may be amended in writing as may be mutually agreed by the Authority and the City; provided, that no such amendment which materially adversely affects the rights of the Owners shall be effective unless it shall have been consented to by the Owners of more than a majority in aggregate principal amount of the affected Bonds and any Additional Bonds then Outstanding, and provided further, that no such amendment shall (a) extend the payment date of any 2020B Base Rental Payment, without the prior written consent of the Owner of each Bond so affected, or (b) reduce the percentage of the Outstanding Bonds the consent of the Owners of which is required for the execution of any amendment hereof. This 2020B Lease and the rights and obligations of the Authority and the City hereunder may also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution by the Authority and the City without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (a) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein and other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein to or conferred herein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners; (b) to make such provisions for the purpose of curing any ambiguity of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith, and which shall not materially adversely affect the interests of the Owners; (c) to effect a Substitution or Removal; (d) to increase the amount of 2020B Base Rental Payment payable hereunder for the purpose of allowing the Authority to add any real property to be acquired and leased hereunder or for the issuance of Additional Bonds; or (e) for any other purpose which shall not materially adversely affect the interests of the Owners. Attachment 6 Page 462 of 658 2020B LEASE AGREEMENT 17 SECTION 24. LAW GOVERNING This 2020B Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California. SECTION 25. NOTICES All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or by facsimile transmission or if mailed by United States first class mail, postage prepaid, and, if to the City, addressed to the Finance Director, City of Ukiah, 300 Seminary Avenue, Ukiah, California 95482, Fax: (707) 463-6204, or if to the Authority, addressed to the Treasurer, Ukiah Public Financing Authority, 300 Seminary Avenue, Ukiah, California 95482, Fax: 300 Seminary Avenue, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 26. VALIDITY AND SEVERABILITY If for any reason this 2020B Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants of the City hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this 2020B Lease is and shall be deemed to be a lease from year to year under which the rentals are to be paid by the City monthly in consideration of the right of the City to possess, occupy and use the 2020B Leased Facilities, and all of the rental and other terms, provisions and conditions of this 2020B Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 27. SECTION HEADINGS All section headings contained are for convenience of reference only and are not intended to define or limit the scope of any provision of this 2020B Lease. SECTION 28. NO MERGER If both the Authority’s and the City’s estate under this or any other lease relating to the 2020B Leased Facilities or any portion thereof shall at any time or for any reason become vested in one owner, this 2020B Lease and the estate created hereby shall not be destroyed or terminated by the doctrine of merger unless the City so elects as evidenced by recording a written declaration so stating, and unless and until the City so elects, the City shall continue to have and enjoy all of its rights and privileges as to the separate estates. SECTION 29. EXECUTION Attachment 6 Page 463 of 658 2020B LEASE AGREEMENT 18 It is agreed that separate counterparts of this 2020B Lease may separately be executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City. SECTION 30. FINDINGS OF LESSEE The Lessee finds and declares that the issuance of the Bonds will result in significant public benefits to the citizens of the Lessee, including but not limited to demonstrable savings in effective interest rate, bond preparation, bond underwriting or bond issuance costs. [Signature page to follow on next page] Attachment 6 Page 464 of 658 2020B LEASE AGREEMENT 19 IN WITNESS WHEREOF, the Authority and the City have caused this 2020B Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF UKIAH, CALIFORNIA By________________________________ Sage Sangiacomo, City Manager Attest: By__________________________ Kristine Lawler, City Clerk UKIAH PUBLIC FINANCING AUTHORITY By________________________________ Daniel Buffalo, Treasurer Attest: By________________________ Kristine Lawler, Secretary Attachment 6 Page 465 of 658 2020B LEASE AGREEMENT EXHIBIT A-1 EXHIBIT A DESCRIPTION OF 2020B LEASED FACILITIES The Leased Property consists of consists of __ lane miles of streets in the City. Attachment 6 Page 466 of 658 2020B LEASE AGREEMENT EXHIBIT B EXHIBIT B 2020B BASE RENTAL PAYMENT SCHEDULE Interest Payment Date* Principal Component of 2020B Base Rental Payments Interest Component of 2020B Base Rental Payments Total 2020B Base Rental Payments Attachment 6 Page 467 of 658 2020B LEASE AGREEMENT EXHIBIT B Totals _____________________ * This represents the Interest Payment Date on the Bonds. The City must make each of the scheduled 2020B Base Rental Payments to the Trustee on or before each respective 2020B Lease Payment Date, being the 25th day of the month immediately preceding each Interest Payment Date. Attachment 6 Page 468 of 658 CERTIFICATE OF ACCEPTANCE OF 2020B LEASE AGREEMENT This is to certify that the interest in real property conveyed by the 2020B Lease Agreement, dated as of October 1, 2020, from Ukiah Public Financing Authority, as sublessor, to the City of Ukiah, California, as sublessee (the “City”), as evidenced by the Memorandum of 2020B Lease Agreement recorded concurrently herewith, is hereby accepted by the undersigned officer on behalf of the City pursuant to authority conferred by resolution of the City Council adopted on August 19, 2020, and the City consents to recordation thereof by its duly authorized officer. Dated as of October __, 2020 CITY OF UKIAH, CALIFORNIA By:____________________________________ Attachment 6 Page 469 of 658 RECORDING REQUESTED BY: City of Ukiah WHEN RECORDED MAIL TO: The Weist Law Firm 20 South Santa Cruz Avenue, Suite 300 Los Gatos, California 95030 Attn: Cameron A. Weist, Esq. ) ) ) ) ) ) ) ) ) (DO NOT WRITE ABOVE LINE - SPACE FOR RECORDERS USE ONLY) THIS IS A FINANCING DOCUMENT RECORDED FOR THE BENEFIT OF THE CITY OF UKIAH. THIS TRANSACTION IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. 2020A ASSIGNMENT AGREEMENT Dated as of October 1, 2020 by and between the UKIAH PUBLIC FINANCING AUTHORITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Relating to the $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) Attachment 7 Page 470 of 658 2020A ASSIGNMENT AGREEMENT 2 2020A ASSIGNMENT AGREEMENT THIS 2020A ASSIGNMENT AGREEMENT, dated as of October 1, 2020, is made by and between the UKIAH PUBLIC FINANCING AUTHORITY, a joint powers agency duly organized and existing under the laws of the State of California (the “Authority”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), under the Indenture hereinafter defined. W I T N E S S E T H: WHEREAS, the Authority has entered into a 2020A Site and Facilities Lease, dated as of October 1, 2020 and recorded concurrently herewith (the “2020A Site Lease”), with the City of Ukiah, California (the “City”), whereby the Authority has agreed to lease certain real property and facilities located within the City, as described in Exhibit A attached hereto (the “2020A Leased Facilities”), from the City; and WHEREAS, the Authority has entered into an unrecorded 2020A Lease Agreement, dated as of October 1, 2020, a Memorandum of which is recorded concurrently herewith (the “2020A Lease”), with the City, whereby the Authority has agreed to lease the 2020A Leased Facilities to the City; and WHEREAS, under and pursuant to the 2020A Lease, the City is obligated to make 2020A Base Rental Payments as defined therein, to the Authority for the lease of the 2020A Leased Facilities; and WHEREAS, the 2020A Base Rental Payments have been pledged by the Authority as security for the payment of principal of and interest on its Lease Revenue Refunding Bonds, Series 2020A (Federally Tax-Exempt) (Ukiah Community Facilities Acquisition and Improvement Project), in the aggregate principal amount of $____________ (the “Tax-Exempt Bonds”), and its Lease Revenue Refunding Bonds, Series 2020B (Federally Taxable) (CalPERS Prepayment Project), in the aggregate principal amount of $____________ (the “Taxable Bonds,” and together with the Tax-Exempt Bonds, the “Bonds”), authorized and issued pursuant to an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and the Trustee; and WHEREAS, in order to make the Bonds marketable on terms acceptable to the Authority, the Authority desires to assign and transfer its rights under the 2020A Lease and the 2020A Site Lease to the Trustee for the benefit of the Owners of the Bonds; and WHEREAS, each of the parties has authority to enter into this 2020A Assignment Agreement, and has taken all actions necessary to authorize its respective officers to execute it. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. All capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture or the 2020A Lease, as appropriate. Attachment 7 Page 471 of 658 2020A ASSIGNMENT AGREEMENT 3 Section 2. Assignment. The Authority does hereby assign and transfer without recourse to the Trustee all of the Authority’s rights, title and interest in and to (but none of its obligations under) the 2020A Lease and the 2020A Site Lease (excepting only (i) the Authority’s rights to give approvals and consents thereunder, including, without limitation, to amendments, and the Authority’s rights to the payment of Additional Rental Payments pursuant to Section 3(b) of the 2020A Lease and to indemnification pursuant to Section 15 of the 2020A Lease, and (ii) the Authority’s rights to receive lease payments other than the 2020A Base Rental Payments), including the Authority’s rights to receive 2020A Base Rental Payments, as well as its rights to enforce payment of such 2020A Base Rental Payments when due or otherwise to protect its interests in the event of a default by the City under the 2020A Lease, in accordance with the terms thereof, in trust nonetheless, and provided that should the Authority well and truly perform all of its obligations under the Indenture, this 2020A Assignment Agreement shall terminate and all interest in the 2020A Lease and the 2020A Site Lease shall revert to the Authority. The 2020A Base Rental Payments shall be applied, and the rights of the Authority assigned hereunder shall be exercised by the Trustee, as provided in the Indenture. Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing, equally and proportionately, the payments due pursuant to the 2020A Lease, 2020A Site Lease and Indenture to, and the rights under the 2020A Lease, 2020A Site Lease and Indenture of, the Owners of the Bonds delivered pursuant to the Indenture, all subject to the provisions of the Indenture. Section 4. No Additional Rights or Duties. Excepting only the assignment and transfer of rights to the Trustee pursuant to Section 2 hereof, this 2020A Assignment Agreement shall not confer any rights nor impose any duties, obligations or responsibilities upon the Trustee beyond those expressly provided in the 2020A Lease, the 2020A Site Lease and the Indenture. The Trustee does not warrant the accuracy of any of the recitals hereto. This 2020A Assignment Agreement shall not impose any duties, obligations or responsibilities upon the Authority or the City beyond those expressly provided in the 2020A Lease, the 2020A Site Lease and the Indenture or as otherwise set forth herein. Section 5. Substitution or Release. Upon the substitution or release of 2020A Leased Facilities subject to the 2020A Lease by the City and the Authority pursuant to Section 7 of the 2020A Lease, the 2020A Leased Facilities subject to this 2020A Assignment Agreement shall be modified to the same extent, and the Authority and the Trustee shall execute and cause to be recorded corrective instruments reflecting such substitution or release. Section 6. Further Assurances. The Trustee will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the Attachment 7 Page 472 of 658 2020A ASSIGNMENT AGREEMENT 4 performance of this 2020A Assignment Agreement, and for the better assuring and confirming to the Trustee the rights and obligations intended to be conveyed pursuant hereto. Section 7. Law Governing. This 2020A Assignment Agreement is made in the State of California under the Constitution and laws of the State of California and is to be so construed. Section 8. Binding Effect; Successors. This 2020A Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Whenever in this 2020A Assignment Agreement any party is named or referred to, such reference shall be deemed to include such party’s successors and assigns and all covenants and agreements contained in this 2020A Assignment Agreement by or on behalf of any party hereto shall bind and inure to the benefit of such party’s successors and assigns whether so expressed or not. Section 9. Counterparts. This 2020A Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature Page to Follow on Next Page] Attachment 7 Page 473 of 658 2020A ASSIGNMENT AGREEMENT 5 IN WITNESS WHEREOF, the parties hereto have executed this 2020A Assignment Agreement by their respective officers thereunto duly authorized as of the day and year first written above. UKIAH PUBLIC FINANCING AUTHORITY By:______________________________________ Daniel Buffalo, Treasurer Attest: By:__________________________ Mary Horger, Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By:______________________________________ Authorized Signatory Attachment 7 Page 474 of 658 2020A ASSIGNMENT AGREEMENT A-1 EXHIBIT A DESCRIPTION OF THE 2020A LEASED FACILITIES ALL THAT CERTAIN REAL PROPERTY (ALONG WITH ALL IMPROVEMENTS, FIXTURES AND FACILITIES AT ANY TIME SITUATED THEREON) SITUATED IN THE CITY OF UKIAH, COUNTY OF MENDOCINO, STATE OF CALIFORNIA, AND ANY IMPROVEMENTS THERETO, DESCRIBED AS FOLLOWS: Attachment 7 Page 475 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF MENDOCINO On , before me, ________________________________, (Date) (Name and Title of officer) personally appeared __________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 7 Page 476 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , before me, ________________________________, (Date) (Name and Title of officer) personally appeared __________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 7 Page 477 of 658 RECORDING REQUESTED BY: City of Ukiah WHEN RECORDED MAIL TO: The Weist Law Firm 20 South Santa Cruz Avenue, Suite 300 Los Gatos, California 95030 Attn: Cameron A. Weist, Esq. ) ) ) ) ) ) ) ) ) (DO NOT WRITE ABOVE LINE - SPACE FOR RECORDERS USE ONLY) THIS IS A FINANCING DOCUMENT RECORDED FOR THE BENEFIT OF THE CITY OF UKIAH. THIS TRANSACTION IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. 2020B ASSIGNMENT AGREEMENT Dated as of October 1, 2020 by and between the UKIAH PUBLIC FINANCING AUTHORITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Relating to the $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) Attachment 8 Page 478 of 658 2020A ASSIGNMENT AGREEMENT 2 2020B ASSIGNMENT AGREEMENT THIS 2020B ASSIGNMENT AGREEMENT, dated as of October 1, 2020, is made by and between the UKIAH PUBLIC FINANCING AUTHORITY, a joint powers agency duly organized and existing under the laws of the State of California (the “Authority”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), under the Indenture hereinafter defined. W I T N E S S E T H: WHEREAS, the Authority has entered into a 2020B Site and Facilities Lease, dated as of October 1, 2020 and recorded concurrently herewith (the “2020B Site Lease”), with the City of Ukiah, California (the “City”), whereby the Authority has agreed to lease certain real property and facilities located within the City, as described in Exhibit A attached hereto (the “2020B Leased Facilities”), from the City; and WHEREAS, the Authority has entered into an unrecorded 2020B Lease Agreement, dated as of October 1, 2020, a Memorandum of which is recorded concurrently herewith (the “2020B Lease”), with the City, whereby the Authority has agreed to lease the 2020B Leased Facilities to the City; and WHEREAS, under and pursuant to the 2020B Lease, the City is obligated to make 2020B Base Rental Payments as defined therein, to the Authority for the lease of the 2020B Leased Facilities; and WHEREAS, the 2020B Base Rental Payments have been pledged by the Authority as security for the payment of principal of and interest on its Lease Revenue Refunding Bonds, Series 2020A (Federally Tax-Exempt) (Ukiah Community Facilities Acquisition and Improvement Project), in the aggregate principal amount of $____________ (the “Tax-Exempt Bonds”), and its Lease Revenue Refunding Bonds, Series 2020B (Federally Taxable) (CalPERS Prepayment Project), in the aggregate principal amount of $____________ (the “Taxable Bonds,” and together with the Tax-Exempt Bonds, the “Bonds”), authorized and issued pursuant to an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and the Trustee; and WHEREAS, in order to make the Bonds marketable on terms acceptable to the Authority, the Authority desires to assign and transfer its rights under the 2020B Lease and the 2020B Site Lease to the Trustee for the benefit of the Owners of the Bonds; and WHEREAS, each of the parties has authority to enter into this 2020B Assignment Agreement, and has taken all actions necessary to authorize its respective officers to execute it. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. All capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture or the 2020B Lease, as appropriate. Attachment 8 Page 479 of 658 2020A ASSIGNMENT AGREEMENT 3 Section 2. Assignment. The Authority does hereby assign and transfer without recourse to the Trustee all of the Authority’s rights, title and interest in and to (but none of its obligations under) the 2020B Lease and the 2020B Site Lease (excepting only (i) the Authority’s rights to give approvals and consents thereunder, including, without limitation, to amendments, and the Authority’s rights to the payment of Additional Rental Payments pursuant to Section 3(b) of the 2020B Lease and to indemnification pursuant to Section 15 of the 2020B Lease, and (ii) the Authority’s rights to receive lease payments other than the 2020B Base Rental Payments), including the Authority’s rights to receive 2020B Base Rental Payments, as well as its rights to enforce payment of such 2020B Base Rental Payments when due or otherwise to protect its interests in the event of a default by the City under the 2020B Lease, in accordance with the terms thereof, in trust nonetheless, and provided that should the Authority well and truly perform all of its obligations under the Indenture, this 2020B Assignment Agreement shall terminate and all interest in the 2020B Lease and the 2020B Site Lease shall revert to the Authority. The 2020B Base Rental Payments shall be applied, and the rights of the Authority assigned hereunder shall be exercised by the Trustee, as provided in the Indenture. Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing, equally and proportionately, the payments due pursuant to the 2020B Lease, 2020B Site Lease and Indenture to, and the rights under the 2020B Lease, 2020B Site Lease and Indenture of, the Owners of the Bonds delivered pursuant to the Indenture, all subject to the provisions of the Indenture. Section 4. No Additional Rights or Duties. Excepting only the assignment and transfer of rights to the Trustee pursuant to Section 2 hereof, this 2020B Assignment Agreement shall not confer any rights nor impose any duties, obligations or responsibilities upon the Trustee beyond those expressly provided in the 2020B Lease, the 2020B Site Lease and the Indenture. The Trustee does not warrant the accuracy of any of the recitals hereto. This 2020B Assignment Agreement shall not impose any duties, obligations or responsibilities upon the Authority or the City beyond those expressly provided in the 2020B Lease, the 2020B Site Lease and the Indenture or as otherwise set forth herein. Section 5. Substitution or Release. Upon the substitution or release of 2020B Leased Facilities subject to the 2020B Lease by the City and the Authority pursuant to Section 7 of the 2020B Lease, the 2020B Leased Facilities subject to this 2020B Assignment Agreement shall be modified to the same extent, and the Authority and the Trustee shall execute and cause to be recorded corrective instruments reflecting such substitution or release. Section 6. Further Assurances. The Trustee will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the Attachment 8 Page 480 of 658 2020A ASSIGNMENT AGREEMENT 4 performance of this 2020B Assignment Agreement, and for the better assuring and confirming to the Trustee the rights and obligations intended to be conveyed pursuant hereto. Section 7. Law Governing. This 2020B Assignment Agreement is made in the State of California under the Constitution and laws of the State of California and is to be so construed. Section 8. Binding Effect; Successors. This 2020B Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Whenever in this 2020B Assignment Agreement any party is named or referred to, such reference shall be deemed to include such party’s successors and assigns and all covenants and agreements contained in this 2020B Assignment Agreement by or on behalf of any party hereto shall bind and inure to the benefit of such party’s successors and assigns whether so expressed or not. Section 9. Counterparts. This 2020B Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature Page to Follow on Next Page] Attachment 8 Page 481 of 658 2020A ASSIGNMENT AGREEMENT 5 IN WITNESS WHEREOF, the parties hereto have executed this 2020B Assignment Agreement by their respective officers thereunto duly authorized as of the day and year first written above. UKIAH PUBLIC FINANCING AUTHORITY By:______________________________________ Daniel Buffalo, Treasurer Attest: By:__________________________ Mary Horger, Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By:______________________________________ Authorized Signatory Attachment 8 Page 482 of 658 2020A ASSIGNMENT AGREEMENT A-1 EXHIBIT A DESCRIPTION OF THE 2020B LEASED FACILITIES The Leased Property consists of consists of ___ lane miles of streets in the City. Attachment 8 Page 483 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF MENDOCINO On , before me, ________________________________, (Date) (Name and Title of officer) personally appeared __________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 8 Page 484 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , before me, ________________________________, (Date) (Name and Title of officer) personally appeared __________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 8 Page 485 of 658 INDENTURE Dated as of October 1, 2020 by and between THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and the UKIAH PUBLIC FINANCING AUTHORITY Relating to the $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) Attachment 9 Page 486 of 658 INDENTURE i TABLE OF CONTENTS Page ARTICLE I ...................................................................................................................................................................... 3  DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY .................................. 3  SECTION 1.01. DEFINITIONS. ................................................................................................................................. 3  SECTION 1.02. LEGAL AUTHORITY ..................................................................................................................... 12  SECTION 1.03. RULES OF CONSTRUCTION. .......................................................................................................... 12  SECTION 1.04. AUTHORIZATION AND PURPOSE OF BONDS ................................................................................. 12  SECTION 1.05. EQUAL SECURITY ......................................................................................................................... 13  ARTICLE II ................................................................................................................................................................... 13  ISSUANCE OF BONDS ............................................................................................................................................... 13  SECTION 2.01. DESIGNATION ............................................................................................................................... 13  SECTION 2.02(A). TERMS OF 2020A BONDS ........................................................................................................ 13 SECTION 2.02(B). TERMS OF 2020A BONDS ........................................................................................................ 13  SECTION 2.03. REDEMPTION OF BONDS. .............................................................................................................. 14  SECTION 2.04. FORM OF BONDS. .......................................................................................................................... 17  SECTION 2.05. EXECUTION OF BONDS. ................................................................................................................ 17  SECTION 2.06. TRANSFER OF BONDS. .................................................................................................................. 18  SECTION 2.07. EXCHANGE OF BONDS. ................................................................................................................. 18  SECTION 2.08. TEMPORARY BONDS. .................................................................................................................... 18  SECTION 2.09. REGISTRATION BOOKS. ................................................................................................................ 19  SECTION 2.10. BONDS MUTILATED, LOST, DESTROYED OR STOLEN. ................................................................. 19  SECTION 2.11. BOOK-ENTRY SYSTEM; LIMITED OBLIGATION. ........................................................................... 19  SECTION 2.12. REPRESENTATION LETTER. .......................................................................................................... 20  SECTION 2.13. TRANSFERS OUTSIDE BOOK-ENTRY SYSTEM. ............................................................................. 21  SECTION 2.14. PAYMENTS AND NOTICES TO THE NOMINEE. ............................................................................... 21  SECTION 2.15. INITIAL DEPOSITORY AND NOMINEE. .......................................................................................... 21  ARTICLE III ................................................................................................................................................................. 22  DEPOSIT AND APPLICATION OF PROCEEDS ................................................................................................... 22  SECTION 3.01. ISSUANCE OF BONDS. ................................................................................................................... 22  SECTION 3.02(A). APPLICATION OF PROCEEDS OF SALE OF 2020A BONDS AND OTHER MONEYS.22 SECTION 3.02(B). APPLICATION OF PROCEEDS OF SALE OF 2020A BONDS AND OTHER MONEYS. ..................................... 22  SECTION 3.03(A). 2020A COSTS OF ISSUANCE FUND. ......................................................................................... 22 SECTION 3.03(B). 2020B COSTS OF ISSUANCE FUND. ......................................................................................... 23 SECTION 3.04. RESERVE FUND............................................................................................................................. 23  SECTION 3.05. INSURANCE AND CONDEMNATION FUND. ................................................................................... 23  SECTION 3.06. ADDITIONAL BONDS. ................................................................................................................... 24  SECTION 3.07. VALIDITY OF BONDS. ................................................................................................................... 26  ARTICLE IV ................................................................................................................................................................. 26  REVENUES; FLOW OF FUNDS ................................................................................................................................ 26  Attachment 9 Page 487 of 658 INDENTURE ii SECTION 4.01. PLEDGE OF REVENUES; ASSIGNMENT OF RIGHTS. ...................................................................... 26  SECTION 4.02. LEASE REVENUE FUND; RECEIPT, DEPOSIT AND APPLICATION OF REVENUES. ......................... 27  SECTION 4.03. REBATE FUND. ............................................................................................................................. 28  SECTION 4.04. INVESTMENTS. .............................................................................................................................. 29  SECTION 4.05. VALUATION AND DISPOSITION OF INVESTMENT. ........................................................................ 30  SECTION 4.06. REDEMPTION FUND. ..................................................................................................................... 30  ARTICLE V ................................................................................................................................................................... 30  COVENANTS OF THE AUTHORITY ...................................................................................................................... 30  SECTION 5.01. PUNCTUAL PAYMENT. .................................................................................................................. 30  SECTION 5.02. EXTENSION OF PAYMENT OF BONDS. .......................................................................................... 30  SECTION 5.03. AGAINST ENCUMBRANCES. .......................................................................................................... 30  SECTION 5.04. POWER TO ISSUE BONDS AND MAKE PLEDGE AND ASSIGNMENT. .............................................. 31  SECTION 5.05. ACCOUNTING RECORDS AND FINANCIAL STATEMENTS. ............................................................. 31  SECTION 5.06. ADDITIONAL OBLIGATIONS. ........................................................................................................ 31  SECTION 5.07. LEASE. .......................................................................................................................................... 31  SECTION 5.08. TAX COVENANTS. ........................................................................................................................ 31  SECTION 5.09. FURTHER ASSURANCES. ............................................................................................................... 34  ARTICLE VI ................................................................................................................................................................. 34  THE TRUSTEE ............................................................................................................................................................. 34  SECTION 6.01. APPOINTMENT OF TRUSTEE. ........................................................................................................ 34  SECTION 6.02. ACCEPTANCE OF TRUSTS. ............................................................................................................ 35  SECTION 6.03. FEES, CHARGES AND EXPENSES OF TRUSTEE. ............................................................................. 38  SECTION 6.04. NOTICE TO BOND OWNERS OF DEFAULT. .................................................................................... 38  SECTION 6.05. INTERVENTION BY TRUSTEE. ....................................................................................................... 38  SECTION 6.06. REMOVAL OF TRUSTEE. ............................................................................................................... 39  SECTION 6.07. RESIGNATION BY TRUSTEE. ......................................................................................................... 39  SECTION 6.08. APPOINTMENT OF SUCCESSOR TRUSTEE. .................................................................................... 39  SECTION 6.09. MERGER OR CONSOLIDATION. ..................................................................................................... 39  SECTION 6.10. CONCERNING ANY SUCCESSOR TRUSTEE. ................................................................................... 39  SECTION 6.11. APPOINTMENT OF CO-TRUSTEE. .................................................................................................. 40  SECTION 6.12. INDEMNIFICATION; LIMITED LIABILITY OF TRUSTEE. ................................................................. 40  ARTICLE VII ................................................................................................................................................................ 44  MODIFICATION AND AMENDMENT OF THE INDENTURE .......................................................................... 44  SECTION 7.01. AMENDMENT. ............................................................................................................................... 41  SECTION 7.02. EFFECT OF SUPPLEMENTAL INDENTURE. ..................................................................................... 42  SECTION 7.03. ENDORSEMENT OR REPLACEMENT OF BONDS AFTER AMENDMENT. ......................................... 42  ARTICLE VIII .............................................................................................................................................................. 42  EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS ........................................................................ 42  Attachment 9 Page 488 of 658 INDENTURE iii SECTION 8.01. EVENTS OF DEFAULT. .................................................................................................................. 42  SECTION 8.02. REMEDIES; NO ACCELERATION. .................................................................................................. 43  SECTION 8.03. APPLICATION OF REVENUES AND OTHER FUNDS AFTER DEFAULT. ........................................... 44  SECTION 8.04. POWER OF TRUSTEE TO CONTROL PROCEEDINGS. ...................................................................... 44  SECTION 8.05. APPOINTMENT OF RECEIVERS. ..................................................................................................... 44  SECTION 8.06. NON-WAIVER. .............................................................................................................................. 45  SECTION 8.07. RIGHTS OF BOND OWNERS. .......................................................................................................... 45  SECTION 8.08. TERMINATION OF PROCEEDINGS. ................................................................................................. 45  ARTICLE IX ................................................................................................................................................................. 46  MISCELLANEOUS ...................................................................................................................................................... 46  SECTION 9.01. LIMITED LIABILITY OF AUTHORITY. ............................................................................................ 46  SECTION 9.02. BENEFITS OF INDENTURE LIMITED TO PARTIES. ......................................................................... 46  SECTION 9.03. DEFEASANCE; DISCHARGE OF INDENTURE. ................................................................................. 46  SECTION 9.04. SUCCESSOR IS DEEMED INCLUDED IN ALL REFERENCES TO PREDECESSOR. ............................. 47  SECTION 9.05. CONTENT OF CERTIFICATES AND OPINIONS. ............................................................................... 47  SECTION 9.06. EXECUTION OF DOCUMENTS BY BOND OWNERS. ....................................................................... 48  SECTION 9.07. DISQUALIFIED BONDS. ................................................................................................................. 48  SECTION 9.08. WAIVER OF PERSONAL LIABILITY. .............................................................................................. 48  SECTION 9.09. PARTIAL INVALIDITY. .................................................................................................................. 49  SECTION 9.10. DESTRUCTION OF CANCELED BONDS. ......................................................................................... 49  SECTION 9.11. FUNDS AND ACCOUNTS. ............................................................................................................... 49  SECTION 9.12. PAYMENT ON BUSINESS DAYS. .................................................................................................... 49  SECTION 9.13. NOTICES. ...................................................................................................................................... 49  SECTION 9.14. UNCLAIMED MONEYS. ................................................................................................................. 50  SECTION 9.15. GOVERNING LAW. ........................................................................................................................ 50  SECTION 9.16. FINDINGS OF THE AUTHORITY. .................................................................................................... 50  SECTION 9.17. EXECUTION IN COUNTERPARTS. .................................................................................................. 50  EXHIBIT A-1 — FORM OF SERIES 2020A BOND EXHIBIT A-2 — FORM OF SERIES 2020B BOND EXHIBIT B — FORM OF COSTS OF ISSUANCE REQUISITION EXHIBIT C — FORM OF NET PROCEEDS REQUISITION Attachment 9 Page 489 of 658 INDENTURE 1 INDENTURE THIS INDENTURE, dated as of October 1, 2020, is by and between THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), and the UKIAH PUBLIC FINANCING AUTHORITY, a joint powers authority and public body duly organized and existing under the laws of the State of California (the “Authority”); W I T N E S S E T H: WHEREAS, the Authority is a joint powers authority duly organized and existing under and pursuant to that certain Joint Powers Agreement (as defined herein), and under the provisions of Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of financing public capital improvements; and WHEREAS, the City of Ukiah (the “City”) desires to finance the acquisition, design, construction, installation, renovation, furnishing and/or reimbursement of certain real property and improvements constituting a new customer service center for the City and a new roof for the City museum, all as more particularly described in Exhibit A hereto (the “Ukiah Community Facilities Acquisition and Improvement Project”); and WHEREAS, the City desires that the Authority issue its Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project) (the “2020A Bonds”) for the purposes of, among other things, funding part or all of the Ukiah Community Facilities Acquisition and Improvement Project; and WHEREAS, the City is obligated by the Public Employees’ Retirement Law, commencing with Section 20000 of the Government Code of the State of California, as amended (the “Retirement Law”), to make payments relating to pension benefits accruing to the California Public Employees’ Retirement System’s (“CalPERS”) members, including the City; and WHEREAS, the City is obligated specifically to make certain payments to CalPERS in respect of current and retired public safety employees and miscellaneous employees under the pension programs of CalPERS that amortize such obligations over a fixed period of time (collectively, the “CalPERS Obligation”); and WHEREAS, the Pension Obligation is evidenced by a contract or contracts with CalPERS with respect to public safety employees and miscellaneous employees of the City, as heretofore and hereafter amended from time to time (collectively, the “CalPERS Contract”); and WHEREAS, the City desires that the Authority issue its Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project) (the “2020B Bonds,” and together with the 2020A Bonds, the “Bonds”) for the purposes of, among other things, prepaying part or all of its CalPERS Obligation (the “CalPERS Prepayment Project,” and together with the Ukiah Community Facilities Acquisition and Improvement Project, the “Project”); and WHEREAS, the Authority has determined to issue the Bonds pursuant to this Indenture and the Act Attachment 9 Page 490 of 658 INDENTURE 2 for such purposes; and WHEREAS, in order to finance the Ukiah Community Facilities Acquisition and Improvement Project, the City will lease to the Authority certain real property (the “2020A Site”) and improvements thereon (the “2020A Facilities,” and together with the 2020A Site, the “2020A Leased Facilities”) pursuant to a 2020A Site and Facilities Lease, dated as of October 1, 2020, between the Authority and City (the “2020A Site Lease”); and WHEREAS, in order to finance the CalPERS Prepayment Project, the City will lease to the Authority certain real property (the “2020B Site,” and together with the 2020A Site, the “Site”) and improvements thereon (the “2020B Facilities,” and together with the 2020A Facilities, the “Leased Facilities,” and together with the 2020B Site, the “2020B Leased Facilities”) pursuant to a 2020B Site and Facilities Lease, dated as of October 1, 2020, between the Authority and City (the “2020B Site Lease,” and together with the 2020A Site Lease, the “Site Lease”); and WHEREAS, the Authority and the City have entered into a 2020A Lease Agreement, dated as of October 1, 2020 (the “2020A Lease”), whereby the Authority has agreed to lease the 2020A Leased Facilities to the City in consideration for base rental payments to be made by the City pursuant to the 2020A Lease, in accordance with the base rental schedule attached thereto (the “2020A Base Rental Payments”); and WHEREAS, the Authority and the City have entered into a 2020B Lease Agreement, dated as of October 1, 2020 (the “2020B Lease,” and together with the 2020A Lease, the “Lease”), whereby the Authority has agreed to lease the 2020B Leased Facilities to the City in consideration for base rental payments to be made by the City pursuant to the 2020B Lease, in accordance with the base rental schedule attached thereto (the “2020B Base Rental Payments,” and together with the 2020B Base Rental Payments, the “Base Rental Payments”); and WHEREAS, the Authority has assigned without recourse all its rights to receive the 2020A Base Rental Payments scheduled to be paid by the City under and pursuant to the 2020A Lease, along with certain other rights under this Indenture, to the Trustee pursuant to a 2020A Assignment Agreement, dated as of October 1, 2020, by and between the Authority and Trustee (the “2020A Assignment Agreement”); and WHEREAS, the Authority has assigned without recourse all its rights to receive the 2020B Base Rental Payments scheduled to be paid by the City under and pursuant to the 2020B Lease, along with certain other rights under this Indenture, to the Trustee pursuant to a 2020B Assignment Agreement, dated as of October 1, 2020, by and between the Authority and Trustee (the “2020B Assignment Agreement,” and together with the 2020B Assignment Agreement, the “Assignment Agreement”); and WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Indenture; and WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and Attachment 9 Page 491 of 658 INDENTURE 3 binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Indenture, have the meanings herein specified. In addition, all terms defined in the Lease and not otherwise defined herein shall have the respective meanings specified in the Lease. “Act” means the provisions of Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of the State of California, as in existence on the Closing Date or as thereafter amended from time to time. “Additional Bonds” means any additional Series of Bonds authorized by a Supplemental Indenture that are issued pursuant to this Indenture. “Additional Rental Payments” means the additional rental payable by the City under and pursuant to Section 3(b) of the applicable Lease. “Annual Debt Service” means, for each Bond Year with respect to each of the Bonds, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year. “2020A Assignment Agreement” means the 2020A Assignment Agreement relating to the 2020A Bonds, dated as of October 1, 2020, by and between the Authority as assignor and the Trustee as assignee, as originally executed or as thereafter amended pursuant to any duly authorized and executed amendments thereto. “2020B Assignment Agreement” means the 2020B Assignment Agreement relating to the 2020B Bonds, dated as of October 1, 2020, by and between the Authority as assignor and the Trustee as assignee, as originally executed or as thereafter amended pursuant to any duly authorized and executed amendments thereto. Attachment 9 Page 492 of 658 INDENTURE 4 “Assignment Agreement” means the 2020A Assignment Agreement and the 2020B Assignment Agreement. “Authority” means the Ukiah Public Financing Authority, a joint powers authority and public body duly organized and existing under the Joint Powers Agreement and the laws of the State of California. “Authority Board” means the governing Board of the Authority. “Authority Representative” means the Chair, Vice Chair, Executive Director, Treasurer or Secretary of the Authority, or any other person authorized by resolution of the Board of the Authority to act on behalf of the Authority under or with respect to this Indenture. “Authorized Denominations” means $5,000 or any integral multiple thereof. “2020A Base Rental Payments” means, collectively, all payments required to be paid by the City pursuant to Section 3 of the 2020A Lease including any prepayment thereof pursuant to Section 12 of the 2020A Lease. “2020B Base Rental Payments” means, collectively, all payments required to be paid by the City pursuant to Section 3 of the 2020B Lease including any prepayment thereof pursuant to Section 12 of the 2020B Lease. “Base Rental Payments” means the 2020A Base Rental Payments and the 2020B Base Rental Payments. “Bond Counsel” means (a) The Weist Law Firm, and (b) any other attorney or firm of attorneys of nationally recognized expertise with respect to legal matters relating to obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code. “Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act, as in existence on the Closing Date or as thereafter amended from time to time. “Bondowner” or “Owner” means, with respect to a Bond, the registered owner of such Bond as set forth in the Bond Register. “Bond Register” means the registration books for the ownership of Bonds maintained by the Trustee pursuant to Section 2.12 hereof. “2020A Bonds” means the Ukiah Public Financing Authority, Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project), issued hereunder in the aggregate principal amount of $____________. “2020B Bonds” means the Ukiah Public Financing Authority, Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project), issued hereunder in the aggregate principal amount of $____________. Attachment 9 Page 493 of 658 INDENTURE 5 “Bonds” means the 2020A Bonds and the 2020B Bonds, issued pursuant to terms and provisions of this Indenture, and, where the context requires, any Additional Bonds. “Bond Year” means each twelve-month period extending from October 2 in one calendar year to October 1 in the succeeding calendar year, both dates inclusive, except that the first Bond Year shall extend from the Closing Date to October 1, 2021. “Business Day” means a day other than a Saturday, Sunday or legal holiday, on which banking institutions in the State of California, or in any state in which the Office of the Trustee is located, are not closed. “CalPERS Prepayment Project” means the prepayment by the City to CalPERS of part or all of its CalPERS Obligation from proceeds of the 2020B Bonds, all as more particularly described in the 2020B Lease. “City” means the City of Ukiah, a municipal corporation duly organized and existing under the laws of the State of California. “City Representative” means the Mayor, Vice Mayor, City Manager, Finance Director, City Clerk, Deputy City Clerk or any other person authorized by resolution of the City Council of the City to act on behalf of the City under or with respect to this Indenture. “Closing Date” means October __, 2020, being the day when the Bonds, duly authenticated by the Trustee, are delivered to the Original Purchaser. “Code” or “Tax Code” means the Internal Revenue Code of 1986, as amended. Any reference herein to a provision of the Tax Code shall include all applicable Tax Regulations promulgated with respect to such provision. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the City and dated the date of original execution and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the term thereof. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority relating to the execution and delivery of the Lease or the execution, sale and delivery of a series of Bonds, including but not limited to all document preparation expenses in connection with this Indenture, the Lease, the Site Lease, the Bonds and any preliminary official statement and final official statement pertaining to the Bonds, filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee (which shall include legal fees and the first annual administration fee of the Trustee), financing discounts, legal fees and charges (including fees and expenses of Bond and Disclosure Counsel), insurance fees and charges, recording and title insurance costs, financial and other professional consultant fees, costs of rating agencies for credit ratings, bond insurance premium and fees, costs of any guarantee or surety, fees for execution, transportation and safekeeping of the Bonds and charges and fees in connection with the foregoing. “Costs of Issuance Fund” means the fund by that name created pursuant to Section 3.03 hereof. Attachment 9 Page 494 of 658 INDENTURE 6 “County” means the county of Mendocino, California. “Ukiah Community Facilities Acquisition and Improvement Project” means the acquisition, design, construction, installation, renovation, furnishing and/or reimbursement of certain real property and improvements constituting a new customer service center for the City and a new roof for the City museum, all as more particularly described in the 2020A Lease. “Depository” means DTC and its successors and assigns or if (a) the then Depository resigns from its functions as securities depository of the Bonds, or (b) the Authority discontinues use of the Depository pursuant to Section 2.13 hereof, any other securities depository which agrees to follow the procedures requested to be followed by a securities depository in connection with the Bonds and which is selected by the Authority. “Depository System Participant” means any participant in the Depository’s book-entry system. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns. References in this Indenture to DTC shall include any Nominee of DTC in whose name any Bond is registered. “Event of Default” means any of the events described in Section 8.01 hereof. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security – State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. “Federal Securities” means any direct, noncallable obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America), or other noncallable obligations for which the faith and credit of the United States of America are pledged for the payment of principal and interest. “Fiscal Year” means the twelve-month period beginning on July 1 of any year and ending on June 30 of the next succeeding year, both dates inclusive, or any other twelve-month period by the Authority as its fiscal year pursuant to written notice filed with the Trustee. “Fitch” means Fitch, Inc., its successors and assigns. Attachment 9 Page 495 of 658 INDENTURE 7 “Indenture” means this Indenture, dated as of October 1, 2020, as originally executed or as thereafter amended or supplemented pursuant to any amendments or supplement hereto permitted to be made hereunder. “Independent Certified Public Accountant” means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State of California, appointed by the Authority, and who, or each of whom: (1) is in fact independent and not under domination of the City or Authority; (2) does not have any substantial interest, direct or indirect, with the City or Authority; and (3) is not connected with the City or Authority as an officer or employee of the City or Authority, but who may be regularly retained to make reports to the City or Authority. “Independent Financial Consultant” means any financial consultant or firm of such consultants appointed by the City or Authority, and who, or each of whom: (1) is in fact independent and not under domination of the City or Authority; (2) does not have any substantial interest, direct or indirect, with the City or Authority; and (3) is not connected with the City or Authority as an officer or employee of the City or Authority, but who may be regularly retained to make reports to the City or Authority. “Information Services” means the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at http://emma.msrb.org; provided, however, in accordance with then current guidelines of the Securities and Exchange Commission, Information Services shall mean such other organizations providing information with respect to called Bonds as the Authority may designate in writing to the Trustee. “Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.02 hereof. “Interest Payment Date” means April 1 and October 1 of each year, commencing April 1, 2021, so long as any Bonds are Outstanding. “Joint Powers Agreement” means that certain Joint Exercise of Powers Agreement dated as of May 5, 2020, as may be amended from time to time, by and between the City and the Industrial Development Authority of the City of Ukiah. “2020A Lease” means the 2020A Lease Agreement relating to the 2020A Lease Facilities, dated as of October 1, 2020, by and between the Authority as lessor and the City as lessee, as originally executed or as thereafter amended pursuant to any duly authorized and executed amendments thereto. “2020B Lease” means the 2020B Lease Agreement relating to the 2020B Lease Facilities, dated as of October 1, 2020, by and between the Authority as lessor and the City as lessee, as originally executed or as thereafter amended pursuant to any duly authorized and executed amendments thereto. Attachment 9 Page 496 of 658 INDENTURE 8 “Lease” means the 2020A Lease Agreement and the 2020B Lease Agreement. “2020A Leased Facilities” means, collectively, the 2020A Site and the 2020A Facilities. “2020B Leased Facilities” means, collectively, the 2020 Site and the 2020B Facilities. “Leased Facilities” means the 2020A Leased Facilities and the 2020B Leased Facilities. “Lease Revenue Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.02 hereof. “Maximum Annual Debt Service” in respect of any Bond Year means the largest of the sums obtained for that or any succeeding Bond Year after totaling the following for each such Bond Year: A. The principal amount of all Outstanding Bonds maturing or required to be redeemed by mandatory sinking account redemption in such Bond Year; and B. The interest which would be due during such Bond Year on the aggregate principal amount of Bonds which would be Outstanding in such Bond Year if the Bonds Outstanding on the date of such computation were to mature or be redeemed in accordance with the applicable maturity or mandatory sinking account redemption schedule. At the time and for the purpose of making such computation, the amount of Bonds already retired in advance of the above-mentioned schedule or schedules shall be deducted pro rata from the remaining amounts thereon. “Moody’s” means Moody’s Investors Service, its successors and assigns. “Net Proceeds” means insurance proceeds or an eminent domain award (including any proceeds of sale to a governmental entity under threat of the exercise of eminent domain powers), paid with respect to the Leased Facilities, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. “Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.15 of this Indenture. “Office” or “Trust Office” means the office of the Trustee in Los Angeles, California or such other offices as may be specified to the Authority by the Trustee in writing or, solely for purposes of the surrender of the Bonds for payment, transfer or exchange, the corporate trust operations or agency office designated by the Trustee. “Opinion of Counsel” means a written opinion of Bond Counsel. “Original Purchaser” means ___________________, the original purchaser of the Bonds from the Authority. Attachment 9 Page 497 of 658 INDENTURE 9 “Outstanding” means used as of any particular time with respect to Bonds and Additional Bonds, means (subject to the provisions of Section 9.07) all Bonds and Additional Bonds theretofore executed, issued and delivered by the Authority under this Indenture, except: (a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds deemed to have been paid pursuant to Section 9.03 hereof; and (c) Bonds in lieu of or in exchange for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture or any Supplemental Indenture. “Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely on a Request of the Authority directing investment in such Permitted Investment as a certification by the Authority to the Trustee that such Permitted Investment is a legal investment under the laws of the State), but only to the extent that the same are acquired at Fair Market Value: (a) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America, including instruments evidencing a direct ownership interest in securities described in this clause such as Stripped Treasury Coupons at the time of purchase rated or assessed in the highest rating category by S&P and Moody’s and held by a custodian for safekeeping on behalf of holders of such securities. (b) Bonds or notes which are exempt from federal income taxes and for the payment of which cash or obligations described in clause (a) of this definition in an amount sufficient to pay the principal of, premium, if any, and interest on when due have been irrevocably deposited with a trustee or other fiscal depositary and which at the time of purchase are rated the same rating as direct obligations of the United States of America by S&P and Moody’s. (c) Obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following: Federal Home Loan Bank System, Government National Mortgage Association, Farmer’s Home Administration, Federal Home Loan Mortgage Corporation or Federal Housing Administration; provided that with respect to the funds and accounts established under this Indenture, such obligations shall at no time exceed an amount equal to ten percent (10%) of the aggregate principal amount of the Bonds Outstanding. (d) Deposit accounts, including time deposits, trust funds, trust accounts, overnight bank deposits, interest bearing deposits, interest bearing money market accounts, certificates of deposit (including those placed by a third party pursuant to an agreement between the Trustee and the Authority) or savings accounts (i) fully insured by the Federal Deposit Insurance Corporation or (ii) with banks whose short term obligations are at the time of purchase rated no lower than A-1 by S&P and P-1 by Moody’s including those of the Trustee and its affiliates. Attachment 9 Page 498 of 658 INDENTURE 10 (e) Federal funds or banker’s acceptances with a maximum term of one year of any bank that at the time of purchase (i) has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” by Moody’s and “A-l” or “A” or better by S&P (including the Trustee and its affiliates) or (ii) is insured by the FDIC. (f) Repurchase or reverse repurchase obligations (including those of the Trustee or any of its affiliates) with a term not exceeding 30 days pursuant to a written agreement between the Trustee and either a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the SIPC or a federally chartered commercial bank whose long-term debt obligations at the time of purchase are rated A or better by S&P and Moody’s, with respect to any security described in clause (1); provided that the securities which are the subject of such repurchase obligation (i) must be free and clear of all liens, (ii) in the case of a SIPC dealer, were not acquired pursuant to a repurchase or reverse repurchase agreement, (iii) must be deposited with the Trustee and maintained through weekly market valuations in an amount equal to 104% of the invested funds plus accrued interest; and further provided that the Trustee must have a valid first perfected security interest in such securities. (g) Taxable government money market portfolios that at the time of purchase have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s, subject to a maximum permissible limit equal to six months of principal and interest on the Bonds including portfolios for which Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise. (h) Tax-exempt government money market portfolios that at the time of purchase have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s consisting of securities which are rated in the highest rating categories of S&P and Moody’s subject to a maximum permissible limit equal to six months of principal and interest on the Bonds, including those for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise. (i) Money market funds registered under the Investment Company Act of 1940, the shares in which are registered under the Securities Act of 1933 and that at the time of purchase have a rating by S&P of AAAm-G or AAAm and rated in one of the two highest rating categories of Moody’s, including those managed or advised by the Trustee or its affiliates or for which the Trustee or an affiliate of the Trustee serves as administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. (j) Commercial paper having, at the time of investment or contractual commitment to invest therein, a rating from Moody’s and S&P, of A1 and P1, respectively. (k) The Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name. Attachment 9 Page 499 of 658 INDENTURE 11 (l) Investment agreements, including guaranteed investment contracts (“GICs”) forward purchase agreements and reserve fund put agreements with banks or other financial institutions rated, or guaranteed by institutions rated, or with senior unsecured debt rated, at the time of entrance into such agreement by S&P or Moody’s, in one of the three highest rating categories assigned by such agencies. (m) The California Investment Trust managed by The California Investment Trust Retirement Plan Group. (n) Any other investments which meet the criteria established by applicable published investment guidelines issued by each rating agency then rating the Bonds. “Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.02 hereof. “Principal Payment Date” means each October 1, commencing October 1, 2021. “Project” means, collectively, the Ukiah Community Facilities Acquisition and Improvement Project and the CalPERS Prepayment Project, or as described in any Supplemental Indenture. [“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank, national banking association or insurance company and deposited with the Trustee pursuant to Section 3.04(d) provided that all of the following requirements are met: (i) the long-term credit rating of such bank or insurance company at the time of delivery of such letter of credit or surety bond is rated in one of the two highest rating categories by Moody’s or S&P and, if rated by A.M. Best & Company, a minimum rating of “A”; (ii) such letter of credit or surety bond or policy has a term which ends no earlier than the last Interest Payment Date of the Bonds; (iii) such letter of credit or surety bond has a stated amount at least equal to the portion of the 2020A Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 3.04(d); and (iv) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the amounts available to repay the principal of and interest on the Bonds.] “Rebate Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.03. “Rebate Requirement” means, in respect of an issue of Bonds, obligations imposed under section 148(f) the Code in respect of such issue. “Record Date” means the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date, whether or not such fifteenth (15th) day is a Business day. “Redemption Fund” means the fund by that name established pursuant to Section 4.06 hereof. “Registration Books” means the records maintained by the Trustee pursuant to Section 2.09 for registration of the ownership and transfer of ownership of the Bonds. Attachment 9 Page 500 of 658 INDENTURE 12 “Rental Payments” means, collectively, the Base Rental Payments, any additional base rental payments made in connection with Additional Bonds and any Additional Rental Payments. “Request of the Authority” means a request in writing signed by an Authority Representative or by any other officer of the Authority duly authorized by an Authority Representative for that purpose, as evidenced in writing to the Trustee. “Request of the City” means a request in writing signed by a City Representative or by any other officer of the City duly authorized for that purpose. “Reserve Account” means any reserve account which secures one or more Series of Additional Bonds as provided in the Supplemental Indenture providing for the establishment thereof. “Revenues” means (a) all Base Rental Payments payable by the City pursuant to the Lease (including prepayments); (b) any proceeds of Bonds originally deposited with the Trustee and all moneys and accounts established hereunder; (c) investment income with respect to any moneys held by the Trustee; and (d) any insurance proceeds or condemnation awards received by or payable to the Trustee relating to the Base Rental Payments, including rental interruption insurance. “S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, New York, New York, or its successors. “Securities Depositories” means The Depository Trust Company, New York, New York and its successors and assigns or if (i) the then Securities Depository resigns from its functions as depository of the Bonds or (ii) the Authority discontinues use of the then Securities Depository pursuant to Section 2.13, any other securities depository which agrees to follow the procedures required to be followed by a securities depository in connection with the Bonds and which is selected by the Authority.. “Series” whenever used in this Indenture with respect to the Bonds or Additional Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange of or in lieu of or in substitution for (but not to refund) such Bonds as provided herein. “2020A Site Lease” means that certain 2020A Site and Facilities Lease, dated as of October 1, 2020, by and between the City and the Authority, pursuant to which the Authority leases the 2020A Leased Facilities from the City. “2020B Site Lease” means that certain 2020B Site and Facilities Lease, dated as of October 1, 2020, by and between the City and the Authority, pursuant to which the Authority leases the 2020B Leased Facilities from the City. “Site Lease” means the 2020A Site Lease and the 2020B Site Lease. “State” means the State of California. Attachment 9 Page 501 of 658 INDENTURE 13 “Supplemental Indenture” means any resolution, agreement or other instrument then in full force and effect which amends or supplements this Indenture, and which has been duly adopted or entered into by the City or Authority; but only if and to the extent that such Supplemental Indenture is specifically authorized under this Indenture. “Tax Certificate” means the tax certificate delivered by the Authority and the City at the time of the issuance and delivery of the 2020A Bonds, as the same may be amended or supplemented in accordance with its terms. “Tax-Exempt” means, with respect to interest on any obligations of a state or local government, including interest on the 2020A Bonds, that such interest is intended to be excluded from the gross income of the holders thereof for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code. “Tax Regulations” means temporary and permanent regulations promulgated under the Tax Code. “Term Bonds” means the Bonds that are payable on or before their specified maturity dates from mandatory sinking account payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. “Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto as Trustee hereunder, appointed as provided herein. “Written Certificate of the Authority” and “Written Request of the Authority” mean, respectively, any written certificate or written request signed in the name of the Authority by an Authority Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument “Written Certificate of the City” and “Written Request of the City” mean, respectively, any written certificate or written request signed in the name of the City by a City Representative. Any such certificate or request may, but need, not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. SECTION 1.02. Legal Authority. Each of the parties hereby represents and warrants that it has full legal Authority and is duly empowered to enter into this Indenture, and has taken all actions necessary to authorize the execution of this Indenture by the officers and persons signing it. SECTION 1.03. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. SECTION 1.04. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and Attachment 9 Page 502 of 658 INDENTURE 14 hereby finds and determines that all things, conditions, and acts required by law to exist, to happen and to be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under this Indenture and the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose described in the recitals hereof. SECTION 1.05. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. ARTICLE II ISSUANCE OF BONDS SECTION 2.01. Designations. The 2020A Bonds are authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture and shall be designated the “Ukiah Public Financing Authority, Lease Revenue Bonds, Series 2020A (Capital Improvement Refunding Project),” and shall be issued in the original aggregate principal amount of $____________. The 2020B Bonds are authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture and shall be designated the “Ukiah Public Financing Authority, Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project),” and shall be issued in the original aggregate principal amount of $____________. SECTION 2.02(a). Terms of 2020A Bonds. The 2020A Bonds shall be dated the Closing Date, shall mature on the dates and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates per annum as follows: Maturity Date (October 1) Principal Amount Interest Rate Attachment 9 Page 503 of 658 INDENTURE 15 SECTION 2.02(b). Terms of 2020A Bonds. The 2020A Bonds shall be dated the Closing Date, shall mature on the dates and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates per annum as follows: Maturity Date (October 1) Principal Amount Interest Rate The Bonds shall be delivered in fully registered form, numbered from one upwards in consecutive numerical order (with such alphabetical prefix as the Trustee shall determine). The Bonds shall be executed and delivered in their respective Authorized Denominations. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it shall bear interest from October __, 2020; provided, however, that if, at the time of authentication of any Bond interest with respect to such Bond is in default, such Bond shall bear interest from the Interest Payment Date to which interest has been paid or made available for payment with respect to such Bond. Interest with respect to any Bond shall be payable in lawful money of the United States of America on each Interest Payment Date to the Owner thereof as of the close of business on the Record Date, such interest to be paid by check of the Trustee, mailed by first class mail no later than the Interest Payment Date to the Owner at his address as it appears, on such Record Date, on the Registration Books maintained by the Trustee; provided, however, that at the written request of the Owner of at least $1,000,000 in aggregate principal amount of Outstanding Bonds filed with the Trustee prior to any Record Date, interest on such Bonds shall be paid to such Owner on each succeeding Interest Payment Date (unless such request has been revoked in writing) by wire transfer of immediately available funds to an account in the United States designated in such written request. Payments of defaulted interest with respect to the Bonds shall be paid by check or draft to the registered Owners of the Bonds as of a special record date to be fixed by the Trustee, notice of which special record date shall be given to the registered Owners of the Bonds not less than ten days prior thereto. The principal of and premium, if any, on the Bonds are payable by check when due upon surrender thereof at the Trust Office in lawful money of the United States of America. Attachment 9 Page 504 of 658 INDENTURE 16 SECTION 2.03. Redemption of Bonds. (a) Extraordinary Redemption. The Bonds and any Additional Bonds are subject to redemption prior to their respective maturity dates, upon written notice from the Authority to the Trustee at least forty- five (45) days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee), as a whole or in part on a pro rata basis, on any date from prepayments of Base Rental Payments made by the City pursuant to the Lease from funds received by the City due to a taking of the Leased Facilities or any portion thereof under the power of eminent domain or from insurance proceeds received by the City due to damage to or destruction of the Leased Facilities or any portion thereof, under the circumstances and upon the conditions and terms prescribed herein and in the Lease. Redemption pursuant to this subparagraph (a) shall be made at a redemption price equal to the sum of the principal of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium. To the extent Net Proceeds are not sufficient to redeem all Outstanding Bonds, the 2020A Bonds and the 2020A Bonds shall be redeemed on a pro-rata basis, as designated pursuant to a Written Certificate of the Authority. (b)(i) Optional Redemption Pertaining to 2020A Bonds. The 2020A Bonds maturing on or before October 1, 20__, are not subject to optional redemption prior to their stated maturities. The 2020A Bonds maturing on or after October 1, 20__, are subject to redemption prior to their stated maturities, on any Business Day on or after October 1, 20__, as a whole or in part by such maturities as may be designated by the Authority to the Trustee at least forty-five (45) days prior to the redemption date, and by lot within any one maturity, from prepayments of 2020A Base Rental Payments made at the option of the City pursuant to the 2020A Lease, at a redemption price equal to the principal amount of the 2020A Bonds to be redeemed, without premium, plus accrued but unpaid interest to the redemption date. (b)(ii) Optional Redemption Pertaining to 2020B Bonds. The 2020B Bonds maturing on or before October 1, 20__, are not subject to optional redemption prior to their stated maturities. The 2020B Bonds maturing on or after October 1, 20__, are subject to redemption prior to their stated maturities, on any Business Day on or after October 1, 20__, as a whole or in part by such maturities as may be designated by the Authority to the Trustee at least forty-five (45) days prior to the redemption date, and by lot within any one maturity, from prepayments of 2020B Base Rental Payments made at the option of the City pursuant to the 2020B Lease, at a redemption price equal to the principal amount of the 2020B Bonds to be redeemed, without premium, plus accrued but unpaid interest to the redemption date. (c)(i) Mandatory Sinking Account Redemption Pertaining to 2020A Bonds. The 2020A Bonds maturing October 1, 20__ are subject to mandatory redemption, in part by lot, from sinking account payments in each year as set forth in the following schedule, commencing October 1, 20__, and on October 1 in each year thereafter to and including October 1, 20__ at a redemption price equal to the principal amount of the 2020A Bonds to be redeemed, plus accrued but unpaid interest thereon to the date fixed for redemption, without premium. Redemption Date (October 1) Principal Amount To be Redeemed Attachment 9 Page 505 of 658 INDENTURE 17 _____________________ * Maturity If some but not all of the 2020A Bonds have been redeemed pursuant to optional redemptions, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2020A Bonds so redeemed by reducing each such future sinking account payment as shall be designated by the Authority pursuant to written notice filed by Authority with the Trustee, or in the absence of such direction, on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by Authority with the Trustee. In the event of any reductions in the amount of sinking account payments due as a result of some but not all of the 2020A Bonds being redeemed pursuant to extraordinary or optional redemptions, the Authority shall provide the Trustee with a revised schedule reflecting such reductions. (c)(ii) Mandatory Sinking Account Redemption Pertaining to 2020B Bonds. The 2020B Bonds maturing October 1, 20__ are subject to mandatory redemption, in part by lot, from sinking account payments in each year as set forth in the following schedule, commencing October 1, 20__, and on October 1 in each year thereafter to and including October 1, 20__ at a redemption price equal to the principal amount of the 2020B Bonds to be redeemed, plus accrued but unpaid interest thereon to the date fixed for redemption, without premium. Redemption Date (October 1) Principal Amount To be Redeemed _____________________ * Maturity If some but not all of the 2020B Bonds have been redeemed pursuant to optional redemptions, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2020B Bonds so redeemed by reducing each such future sinking account payment as shall be designated by the Authority pursuant to written notice filed by Authority with the Trustee, or in the absence of such direction, on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by Authority with the Trustee. In the event of any reductions in the amount of sinking account payments due as a result of some but not all of the 2020B Bonds being redeemed pursuant to extraordinary or optional redemptions, the Authority shall provide the Trustee with a revised schedule reflecting such reductions. (d) Notice of Redemption. The Trustee on behalf and at the expense of the Authority shall mail Attachment 9 Page 506 of 658 INDENTURE 18 (by first class mail) notice of any redemption to the respective Owners of any Bonds designated for redemption, to their respective addresses appearing on the Registration Books, to the Securities Depositories and to one or more Information Services, at least 20 but not more than 60 days prior to the date fixed for redemption, provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption price and the redemption price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of either the 2020A Bonds or the 2020B Bonds, as the case may be) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Such notice shall further state, if so determined by the Authority pursuant to Section 2.03(i) below, that such notice may be rescinded at any time prior to the redemption date. Neither the Authority nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that, neither the Authority nor the Trustee shall be liable for any inaccuracy in such numbers. (e) Purchase in Lieu of Redemption. At any time prior to the selection of Bonds for redemption, the Trustee may, upon written direction of the City, apply amounts held for redemption of Bonds to the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest payable from the Interest Account) as the City may direct the Trustee, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price of such Bonds; and provided further that in the case of optional redemption, in lieu of redemption at such next succeeding date of redemption, or in combination therewith, amounts for redemption may be used for payment of such Bonds to be redeemed in order of their due date as set forth in a request of the City. (f) Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously called for redemption, by such maturities as the Authority shall designate (and by lot within any maturity). For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 portions and such portions shall be treated as separate Bands, which may be separately redeemed. (g) Partial Redemption of Bonds. If only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same series and maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond being redeemed. (h) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date. All Bonds redeemed pursuant to this Section 2.03 shall be canceled by the Trustee. Attachment 9 Page 507 of 658 INDENTURE 19 All moneys held by or on behalf of the Trustee for the payment of principal of or interest or premium on Bonds whether at redemption or maturity, shall be held in trust for the account of the Owners thereof and the Trustee shall not be required to pay Owners any interest on, or be liable to Owners for any interest earned on, moneys so held. (i) Rescission of Redemption. The Authority has the right to rescind any notice of optional redemption of Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default. The Authority and the Trustee have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Indenture. SECTION 2.04. Form of Bonds. The form of 2020A Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A-1 attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. The form of 2020A Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A-2 attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. SECTION 2.05. Execution of Bonds. The Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signature of its Executive Director or Treasurer, and attested with the manual or facsimile signature of its Secretary or any Assistant Secretary duly appointed by the Authority Board, and shall be delivered to the Trustee for authentication. In case any officer of the Authority who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Bond shall be the proper officer although on the nominal date of such Bond such individual shall not have been such officer. Only such of the Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually authenticated on behalf of the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. SECTION 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon presentation and Attachment 9 Page 508 of 658 INDENTURE 20 surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Authority shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connection with any such transfer shall be paid by the Authority, except that the Trustee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be required to transfer, pursuant to this Section, (a) any Bond during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bond selected and noticed for redemption pursuant to Section 2.03(d). Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. SECTION 2.07. Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee for the same aggregate principal amount of Bonds of the same tenor, interest rate, series designation, and maturity and of other authorized denominations. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connection with any such exchange shall be paid by the Authority, except that the Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be required to exchange, pursuant to this Section, (a) any Bond during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bond selected for redemption pursuant to Section 2.03(d). SECTION 2.08. Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds definitive Bonds of like tenor, maturity and aggregate principal amount in authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder. SECTION 2.09. Registration Books. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which shall at all times during regular business hours be open to inspection by the Authority with reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer, or cause to be registered or transferred, on said Attachment 9 Page 509 of 658 INDENTURE 21 records, Bonds as herein provided. SECTION 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor, maturity and aggregate principal amount in an authorized denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by the Trustee. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence shall be satisfactory to it and indemnity satisfactory to it shall be given, the Authority, at the expense of the Bond Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like series and tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Authority may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses that may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture. SECTION 2.11. Book-Entry System; Limited Obligation. The Bonds shall be initially executed, authenticated and delivered in the form of a separate single fully registered Bond (which may be typewritten) for each of the maturities of each series of Bonds. Upon initial execution, authentication and delivery, the ownership of each such Bond shall be registered in the Bond Register in the name of the Nominee as nominee of the Depository. Except as provided in Section 2.13 hereof, all of the Outstanding Bonds shall be registered in the Bond Register kept by the Trustee in the name of the Nominee and the Bonds may be transferred, in whole but not in part, only to the Depository, to a successor Depository or to another nominee of the Depository or of a successor Depository. Each Bond shall bear a legend substantially to the following effect: “UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE) TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” With respect to Bonds registered in the Bond Register in the name of the Nominee, the Authority and the Trustee shall have no responsibility or obligation to any Depository Participant or to any person on behalf of which such a Depository Participant holds a beneficial interest In the Bonds. Without limiting the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, the Nominee or any Depository Participant with respect to any beneficial ownership interest in the Bonds, (b) the delivery to any Depository Participant, Attachment 9 Page 510 of 658 INDENTURE 22 beneficial owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any Redemption Notice, (c) the selection by the Depository and the Depository Participants of the beneficial interests In the Bonds to be redeemed in part, or (d) the payment to any Depository Participant, beneficial owner or any other person, other than the Depository, of any amount with respect to principal of, interest on, or premium, if any, of the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute Owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on, the Bond, for the purpose of giving Redemption Notices with respect to the Bonds and other notices with respect to the Bonds, and for all other purposes whatsoever, including without limitation, registering transfers with respect to the Bonds. The Trustee shall pay all principal of, premium, if any, and interest on, the Bonds only to or upon the order of the respective Bond Owners, as shown in the Bond Register kept by the Trustee, or their respective attorneys duly authorized in writing, and all such payments shall be valid hereunder with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner, as shown in the Bond Register, shall receive a Bond evidencing the obligation to make payments of principal of, premium, if any, and interest on, such Bond pursuant to this Indenture. Upon delivery by the Depository to the Trustee and the Authority of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such new nominee of the Depository. The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues (other than deposits to the Rebate Fund created by the Indenture), and the Revenues (other than deposits to the Rebate Fund created by the Indenture) constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority are not pledged for the payment of the principal of or interest or premium (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture. SECTION 2.12. Representation Letter. To qualify the Bonds for the Depository’s book-entry system, the Authority shall execute, countersign and deliver to such Depository a letter from the Authority representing such matters as shall be necessary to so qualify the Bonds (the “Representation Letter”). The execution and delivery of the Representation Letter shall not in any way limit the provisions of Section 2.11 hereof or in any other way impose upon the Authority or the City any obligation whatsoever with respect to persons having beneficial interests in the Bonds other than the Owners, as shown in the Bond Register kept by the Trustee. In the written acceptance by the Trustee of the Representation Letter, the Trustee shall agree, and hereby agrees, to take all actions necessary for all representations of the Trustee in the Representation Letter with respect to the Trustee to at all times be complied with. In addition to the execution and delivery of the Representation Letter, the Authority Representative and all other officers of the Authority, and their respective deputies and designees, each is hereby authorized to take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry program. Attachment 9 Page 511 of 658 INDENTURE 23 SECTION 2.13. Transfers Outside Book-Entry System. If at any time the Depository notifies the Authority that it is unwilling or unable to continue as Depository with respect to the Bonds or if at any time the Depository shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor Depository is not appointed by the Authority within 90 days after the Authority receives notice or becomes aware of such condition, as the case may be, Section 2.11 hereof shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver bonds representing the Bonds as provided below. In addition, the Authority may determine at any time that the Bonds shall no longer be represented by global bonds and that the provisions of Section 2.11 hereof shall no longer apply to the Bonds. In any such event the Authority shall execute and the Trustee shall authenticate and deliver bonds representing the Bonds as provided below. Bonds executed, authenticated and delivered in exchange for global bonds pursuant to this Section 2.13 shall be registered in such names and delivered in such Authorized Denominations as the Depository, pursuant to instructions from the Depository Participants or otherwise, shall instruct the Authority and the Trustee. The Trustee shall deliver such bonds representing the Bonds to the persons in whose names such Bonds are so registered. If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or cause to be prepared a new fully-registered global bond for each of the maturities of the Bonds, registered in the name of such successor or substitute securities depository or its nominee, or make such other arrangements as are acceptable to the Authority, the Trustee and such securities depository and not inconsistent with the terms of this Indenture. SECTION 2.14. Payments and Notices to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments of principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Depository. SECTION 2.15. Initial Depository and Nominee. The initial Depository under this Indenture shall be DTC. The initial Nominee shall be Cede & Co., as nominee of DTC. ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS SECTION 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Bonds to the Trustee for authentication and delivery to the original purchaser thereof upon the Request of the Authority. Attachment 9 Page 512 of 658 INDENTURE 24 SECTION 3.02(a). Application of Proceeds of Sale of 2020A Bonds and Other Moneys. Upon the receipt of payment for the 2020A Bonds on the Closing Date, the Trustee shall apply $___________ of the net proceeds of the sale of the 2020A Bonds (representing the principal amount of the 2020A Bonds of $____________, [plus][less] net original issue [premium][discount] of $__________, less underwriter’s discount of $_________, as follows: (a) The Trustee shall deposit the amount of $__________ in the 2020A Costs of Issuance Fund. (b) The Trustee shall deposit the amount of $____________ in the 2020A Project Fund. For record keeping purposes the Trustee may establish such funds and accounts as may be necessary to reflect such deposits. SECTION 3.02(b). Application of Proceeds of Sale of 2020B Bonds and Other Moneys. Upon the receipt of payment for the 2020B Bonds on the Closing Date, the Trustee shall apply $____________ of the net proceeds of the sale of the 2020B Bonds (representing the principal amount of the 2020B Bonds of $____________, [plus][less] net original issue [premium][discount] $__________, less underwriter’s discount of $_________, as follows: (a) The Trustee shall deposit the amount of $___________ in the 2020B Costs of Issuance Fund. (b) The Trustee shall transfer the amount of $__________ to CalPERS pursuant to a Written Request of the Authority dated the Closing Date. For record keeping purposes the Trustee may establish such funds and accounts as may be necessary to reflect such deposits. SECTION 3.03(a). 2020A Costs of Issuance Fund. There is hereby established a fund to be held by the Trustee known as the “2020A Costs of Issuance Fund,” into which shall be deposited a portion of the proceeds of the sale of the 2020A Bonds pursuant to Section 3.02(a). The moneys in the 2020A Costs of Issuance Fund shall be used to pay Costs of Issuance pertaining to the 2020A Bonds from time to time and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition executed by a City or Authority Representative in substantially the form set forth as Exhibit C hereto. Each such requisition shall: (a) identify the total amount of such costs to be paid pursuant to such requisition, including all items of cost in such detail as may be available to the City or Authority; and (b) state with respect to such disbursement (i) the requisition number, (ii) the amount to be disbursed for payment of such costs, and (iii) that each item of cost identified therein has been properly incurred, and is a proper charge against the 2020A Costs of Issuance Fund and has not been the basis of any previous disbursement. The Trustee may conclusively rely on requisitions submitted in accordance with this Section 3.03(a) as complete authorization for the disbursements made pursuant thereto and shall not be responsible for any representations or certifications made therein. On the date that is 180 days following the Closing Date or upon the earlier receipt by the Trustee of a Written Request of either the City or Authority certifying that all Costs of Issuance pertaining to the 2020A Attachment 9 Page 513 of 658 INDENTURE 25 Bonds have been paid or provided for, the Trustee shall transfer any remaining amounts in the 2020A Costs of Issuance Fund to the Lease Revenue Fund, and the Trustee shall then close the 2020A Costs of Issuance Fund. SECTION 3.03(b). 2020B Costs of Issuance Fund. There is hereby established a fund to be held by the Trustee known as the “2020B Costs of Issuance Fund,” into which shall be deposited a portion of the proceeds of the sale of the 2020A Bonds pursuant to Section 3.02(b). The moneys in the 2020B Costs of Issuance Fund shall be used to pay Costs of Issuance pertaining to the 2020A Bonds from time to time and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition executed by a City or Authority Representative in substantially the form set forth as Exhibit C hereto. Each such requisition shall: (a) identify the total amount of such costs to be paid pursuant to such requisition, including all items of cost in such detail as may be available to the City or Authority; and (b) state with respect to such disbursement (i) the requisition number, (ii) the amount to be disbursed for payment of such costs, and (iii) that each item of cost identified therein has been properly incurred, and is a proper charge against the 2020B Costs of Issuance Fund and has not been the basis of any previous disbursement. The Trustee may conclusively rely on requisitions submitted in accordance with this Section 3.03(b) as complete authorization for the disbursements made pursuant thereto and shall not be responsible for any representations or certifications made therein. On the date that is 180 days following the Closing Date or upon the earlier receipt by the Trustee of a Written Request of either the City or Authority certifying that all Costs of Issuance pertaining to the 2020A Bonds have been paid or provided for, the Trustee shall transfer any remaining amounts in the 2020B Costs of Issuance Fund to the Lease Revenue Fund, and the Trustee shall then close the 2020B Costs of Issuance Fund. [SECTION 3.04. Reserve Fund.] [(a) There is hereby created a separate fund to be known as the “Reserve Fund,” which shall be held in trust by the Trustee. An amount equal to the Reserve Requirement shall be maintained in the Reserve Fund at all times, subject to the provisions of Section 4.02(c), and any deficiency therein shall be replenished from the first available Revenues pursuant to Section 4.02(c). (b) Moneys in the Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the Bonds, including the redemption price of the Bonds coming due and payable by operation of mandatory sinking fund redemption pursuant to Section 2.03, if the Revenues are insufficient therefor. If the amount on deposit in the Lease Revenue Fund on any date is insufficient to enable the Trustee to pay in full the aggregate amount of principal of and interest on the Bonds coming due and payable, including the redemption price of the Bonds coming due and payable by operation of mandatory sinking fund redemption pursuant to Section 2.03, the Trustee shall withdraw the amount of such insufficiency from the Reserve Fund and transfer such amount to the Lease Revenue Fund. (c) If the amount on deposit in the Reserve Fund exceeds the Reserve Requirement on the fifteenth (15th) calendar day of the month preceding any Interest Payment Date, the amount of such excess shall be withdrawn therefrom by the Trustee and transferred to the Lease Revenue Fund and credited against the Base Rental Payments next due from the City. Attachment 9 Page 514 of 658 INDENTURE 26 (d) The Authority may fund all or a portion of the Reserve Requirement with one or more Qualified Reserve Fund Credit Instruments. In any case where the Reserve Fund is funded with a combination of cash and a Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any available moneys provided by the Authority shall be used first to reinstate the Qualified Reserve Fund Credit Instrument and second, to replenish the cash in the Reserve Fund. If the Qualified Reserve Fund Credit Instrument is drawn upon, the Authority shall make payment of interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making any payments pursuant to Section 4.02. If the Qualified Reserve Fund Credit Instrument will lapse or expire, the Trustee shall draw upon such Qualified Reserve Fund Credit Instrument prior to its lapsing or expiring in the full amount of such Qualified Reserve Fund Credit Instrument, make deposits from available Revenues to the Reserve Fund to increase the amount on deposit therein to the Reserve Requirement or substitute such Qualified Reserve Fund Credit Instrument with a Qualified Reserve Fund Credit Instrument that satisfies the requirements of this subsection (d).] SECTION 3.05. Insurance and Condemnation Fund. The Trustee shall establish and maintain a separate fund to be known as the “Insurance and Condemnation Fund,” into which shall be deposited Net Proceeds deposited therein pursuant to Section 10 of the Lease. The Trustee shall disburse or transfer all amounts in the Insurance and Condemnation Fund, as stated in a Written Request of the City (as described below) for the payment of the cost of the reconstruction of the Leased Facilities (including reimbursement to the City for any such costs paid by it). Before any payment of money is made from the Insurance and Condemnation Fund, the Authority shall file or shall cause the City to file with the Trustee a requisition in substantially the form set forth as Exhibit C hereto. The Trustee may conclusively rely on requisitions submitted in accordance with this Section 3.05 as complete authorization for the disbursements made pursuant thereto and shall not be responsible for any representations or certifications made therein. SECTION 3.06. Additional Bonds. (a) Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Bonds) payable from Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder and under the corresponding Supplemental Indenture, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds: (1) neither the Authority nor the City shall be in default under this Indenture, the Lease or the Site Lease; (2) the issuance of such Additional Bonds shall have been authorized under and pursuant to the Act and under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following: (i) the purposes for which such Additional Bonds are to be issued; provided, that the proceeds of the sale of such Additional Bonds shall be applied only for one or more of the following purposes: (A) providing funds to pay costs of City facilities (including Attachment 9 Page 515 of 658 INDENTURE 27 capitalized interest), (B) providing funds to refund any Bonds issued hereunder or other obligations of the City, (C) providing funds to pay Costs of Issuance incurred in connection with the issuance of such Additional Bonds, and (D) providing funds to make any deposit to any Reserve Account; (ii) the principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds, which shall be Authorized Denominations; (iii) that such Additional Bonds shall be payable as to interest on the Interest Payment Dates, except that the first installment of interest may be payable on either April 1 or October 1; (iv) the date, the maturity date or dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, that (A) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on October 1 of each year in which principal falls due, and the term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on October 1, (B) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, and (C) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates; (v) the redemption premiums and terms, if any, for such Additional Bonds; (vi) the form of such Additional Bonds; (vii) the designation as to whether or not such Additional Bonds shall be secured by a Reserve Account; and (viii) such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof; and (3) upon the issuance of such Additional Bonds, the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of the issuance of such Additional Bonds, plus Additional Rental Payments, in any Rental Period shall not be in excess of the annual fair rental value of the Leased Facilities after taking into account the use of the proceeds of such Additional Bonds (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City). (b) Procedure for the Issuance of Additional Bonds. Whenever the Authority and the City shall determine to authorize the issuance of any Additional Bonds, the Authority, the City and the Trustee shall enter into a Supplemental Indenture satisfying the conditions of Section 3.06(a) hereof. Before such Additional Bonds shall be issued, the Authority and the City shall file or cause to be filed with the Trustee the following: Attachment 9 Page 516 of 658 INDENTURE 28 (1) an Opinion of Counsel setting forth (i) that counsel rendering such opinion has examined the Supplemental Indenture, the amendment to the Lease, if any, and the amendment to the Site Lease, if any, (ii) that the issuance of the Additional Bonds has been duly authorized by the Authority, (iii) that the execution and delivery of the Supplemental Indenture and, if any, the amendments to the Lease and the Site Lease have been duly authorized, executed and delivered by the Authority and the City, (iv) that upon execution and delivery of such Supplemental Indenture and any such amendments to the Lease and the Site Lease, this Indenture, as amended and supplemented by such Supplemental Indenture, and, if so amended, the Lease and the Site Lease, as amended by such amendments, will be valid and binding obligations of the Authority and the City, and (v) that the execution and delivery of the Supplemental Indenture and, if any, the amendments to the Lease and the Site Lease, in and of themselves, do not adversely affect the exclusion from gross income for federal income tax purposes of interest on 2020A Bonds; (2) a Written Certificate of the Authority that the requirements of Section 3.06(a) hereof have been met; (3) a Written Certificate of the City that the requirements of Section 3.06(a) hereof have been met, which shall include a certification as to the fair rental value of the Property, after giving effect to any amendments to the Lease and the Site Lease entered into in connection with the issuance of the Additional Bonds and taking into account the use of proceeds of such Additional Bonds; (4) certified copies of the resolutions of the Authority Board and the City Council of the City authorizing the execution and delivery of the Supplemental Indenture and, if any, the amendments to the Lease and the Site Lease; (5) executed counterparts or duly authenticated copies of the Supplemental Indenture and, if any, the amendments to the Lease and the Site Lease, with satisfactory evidence that any such amendments to the Lease and the Site Lease have been duly recorded in the appropriate records of the county in which the Leased Facilities is located; (6) certified copies of the policies of insurance required by Section 9 of the Lease or certificates thereof, which shall evidence that the amounts of the insurance required under subsections (c) and (d) of Section 9 of the Lease have been increased, if applicable, to cover the amount of such Additional Bonds; and (7) a CLTA or ALTA title insurance policy or other appropriate form of policy in the amount of the Additional Bonds of the type and with the endorsements described in Section 8 of the Lease. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee’s being satisfied from an examination of said instruments that all of the documents required by this Section have been delivered, the Trustee shall authenticate such Additional Bonds, and shall deliver such Additional Bonds to, or upon the request of, the Authority. SECTION 3.07. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any Attachment 9 Page 517 of 658 INDENTURE 29 proceedings taken with respect to the application of the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance. Attachment 9 Page 518 of 658 INDENTURE 30 ARTICLE IV REVENUES; FLOW OF FUNDS SECTION 4.01. Pledge of Revenues; Assignment of Rights. Subject to the provisions of Section 6.03, the Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues and a pledge of all of the moneys in the Interest Account and the Principal Account, including all amounts derived from the investment of such moneys. The Bonds shall be equally secured by a pledge, charge and lien upon the Revenues and such moneys without priority for number, date of the Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any portion thereof shall be and are secured by an exclusive pledge, charge and lien upon the Revenues and such moneys. So long as any of the Bonds are Outstanding, the Revenues and such moneys shall not be used for any other purpose; except that out of the Revenues there may be apportioned such sums, for such purposes, as are expressly permitted by Section 4.02. The Authority hereby transfers in trust and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest of the Authority in the Lease, including its rights to receive the Base Rental Payments scheduled to be paid by the City under and pursuant to the Lease and any and all of the other rights of the Authority under the Lease as may be necessary to enforce payment of such Base Rental Payments when due or otherwise to protect the interest of the Owners of the Bonds, including its leasehold title to the 2020A Leased Facilities leased to the City pursuant to the 2020A Lease. The Trustee accepts such assignments. Subject to the provisions of this Indenture, the Trustee shall be entitled to and shall receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Authority covenants and agrees to take such action as is necessary from time to time to preserve the priority of the pledge set forth in this Section 4.01 under applicable law, and at the expense of the Authority or the City and the Trustee shall cooperate with the Authority and/or the City in taking such action. This Indenture shall be supplemented pursuant to a Supplemental Indenture to pledge revenues from additional base rental payments under the Lease for any Series of Additional Bonds. SECTION 4.02. Lease Revenue Fund; Receipt, Deposit and Application of Revenues. All Revenues shall be deposited by the Trustee in a special fund designated as the “Lease Revenue Fund,” which the Trustee shall establish, maintain and hold in trust hereunder. If the City pays more than 100% of the Base Rental Payments coming due 15 days prior to any Interest Payment Date, the Trustee shall deposit into the Lease Revenue Fund only that portion of the Base Rental Payments which the City is required to make under Section 3(a) of the Lease for the next Interest Payment Date, and shall remit any excess to the City. On or before each Interest Payment Date, or Principal Payment Date, as applicable, the Trustee shall transfer from the Lease Revenue Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Lease Revenue Fund), the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any Attachment 9 Page 519 of 658 INDENTURE 31 such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: (a) Interest Accounts. The Trustee shall establish and maintain separate accounts to be known as the “2020A Interest Account” and the “2020B Interest Account.” The Trustee shall likewise establish and maintain separate accounts for any Additional Bonds (the “Additional Bonds Interest Accounts”). The 2020A Interest Account, the 2020B Interest Account and any Additional Bonds Interest Accounts are herein collectively referred to as the “Interest Accounts.” On or before each Interest Payment Date, the Trustee shall deposit in each respective applicable Interest Account an amount required to cause the aggregate amount on deposit in the respective applicable Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all respective applicable Outstanding Bonds and Additional Bonds. No deposit need be made into the respective applicable Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon the respective applicable Outstanding Bonds and any Additional Bonds on each succeeding Interest Payment Date within the then current Bond Year. All moneys in the Interest Accounts shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds and any Additional Bonds as it shall become due and payable (including accrued interest on any Bonds and any Additional Bonds redeemed prior to maturity). (b) Principal Accounts. The Trustee shall establish and maintain separate accounts to be known as the “2020A Principal Account” and the “2020B Principal Account.” The Trustee shall likewise establish and maintain separate accounts for any Additional Bonds (the “Additional Bonds Principal Accounts”). The 2020A Principal Account, the 2020B Principal Account and any Additional Bonds Principal Accounts are herein collectively referred to as the “Principal Accounts.” On or before each Principal Payment Date, the Trustee shall deposit in each respective applicable Principal Account an amount required to cause the aggregate amount on deposit in such respective applicable Principal Account to equal the principal amount of the respective applicable Bonds and Additional Bonds maturing or required to be redeemed through mandatory sinking account redemption on such Principal Payment Date, pursuant to Section 2.02 or Section 2.03 or pursuant to a Supplemental Indenture, as applicable. All moneys in the Principal Accounts shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds and any Additional Bonds. (c) Reserved. (d) Surplus. On or before April 1 and October 1 of each year the Trustee shall determine the amount, if any, remaining in the Lease Revenue Fund after making the deposits required by paragraphs (a) and (b) above and the transfers of investment earnings pursuant to Section 4,03, and shall apply such amount as a credit against the next following Base Rental Payment. Notwithstanding the foregoing, if directed in a Request of the City, the Trustee shall, with respect to all or any portion of such amount, pay, or set aside an amount for the payment of, any Rebate Requirement (as defined in the Tax Certificate) in accordance with a computation made by the City to the Trustee. SECTION 4.03. Rebate Fund. (a) In addition to the other funds and accounts created pursuant hereto, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated the “Rebate Fund” (the “Rebate Fund”) in connection with the 2020A Bonds. Within the Rebate Fund, the Trustee shall maintain such accounts or subaccounts as are specified in a Written Request of the City or Attachment 9 Page 520 of 658 INDENTURE 32 Authority to the Trustee pursuant to the Tax Certificate. The Trustee shall deposit moneys in the Rebate Fund pursuant to a Written Request of the City or Authority. Subject to the transfer provisions provided below, all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement, for payment to the federal government of the United States of America, and none of the Authority, the Trustee or the Owner of any Bond shall have any right in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with the provisions of this Section 4.03 and the Tax Certificate if it follows the Written Request of the City or Authority, including supplying all necessary information in the manner requested by the City or Authority, and except as otherwise expressly provided herein, shall not be required to take any actions hereunder in the absence of written directions by the City or Authority, and shall have no liability or responsibility to enforce compliance by the City or Authority with the terms of the Tax Certificate or this Section. The Trustee agrees to comply with all Written Requests of the City or Authority given pursuant to the Tax Certificate. (1) Upon a Written Request of the City or Authority, an amount shall be deposited into the Rebate Fund by the Trustee from deposits by the City or Authority, if and to the extent required, so that the balance of the amount on deposit thereto shall be equal to the Rebate Requirement. Computations of the Rebate Requirement shall be furnished by or on behalf of the City or Authority in accordance with the Tax Certificate. The City or Authority shall provide the Trustee with a Written Certificate of the City or Authority evidencing that the computation of the Rebate Requirement has been made. (2) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created hereunder or from other moneys provided to it by the City or Authority. (3) The Trustee shall invest all amounts held in the Rebate Fund in Permitted Investments as directed by a Written Request of the City or Authority. Money, including investment earnings, shall not be transferred from the Rebate Fund except as provided in subparagraph (4) below. (4) Upon receipt of a Written Request of the City or Authority, the Trustee shall remit part or all of the amounts in the Rebate Fund to the United States of America, as so directed. In addition, if the City or Authority so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or fund as directed by the Written Request of the City or Authority. Any funds remaining in the Rebate Fund in excess of the Rebate Requirement as of the end of any Bond Year shall be transferred to the 2020A Interest Account. Notwithstanding any other provision hereof, including, in particular, Section 9.03, the obligation to remit the Rebate Requirement to the United States and to comply with all other requirements of this Section and the Tax Certificate shall survive the defeasance or payment in full of the 2020A Bonds. SECTION 4.04. Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments pursuant to the written direction of the Authority given to the Trustee two Business Days in advance of the making of such investments. In the Attachment 9 Page 521 of 658 INDENTURE 33 absence of any such direction from the Authority, the Trustee shall hold funds uninvested. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account. On April 15 and October 15 of each year the Trustee shall transfer all investment earnings on amounts in the Principal Account and the Interest Account, to the Lease Revenue Fund. All investment earnings on amounts in the Insurance and Condemnation Fund shall be retained therein. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee may act as principal or agent in the acquisition of any investment and may impose its customary charges therefor. The Trustee may act as manager, sponsor, advisor or depository with respect to any Permitted Investment. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section. The Authority acknowledges that regulations of the Comptroller of the Currency grant the Authority the right to receive brokerage confirmations of security transactions to be effected by the Trustee hereunder as they occur. The Authority specifically waives the right to receive such notification to the extent permitted by applicable law and agrees that it will instead receive periodic cash transaction statements which include detail for the investment transactions effected by the Trustee hereunder; provided, however, that the Authority retains its right to receive brokerage confirmation on any investment transaction requested by the Authority. SECTION 4.05. Valuation and Disposition of Investment. For the purpose of determining the amount in any fund or account, Permitted Investments credited to such fund or account shall be valued at least semiannually on or before each Interest Payment Date at cost (excluding any brokerage commissions and excluding any accrued interest) by the Authority. SECTION 4.06. Redemption Fund. The Trustee shall establish and maintain, as necessary, a special fund designated the “Redemption Fund.” Within the Redemption Fund the Trustee shall establish and maintain separate accounts to be known as the “2020A Redemption Account” and the “2020B Redemption Account.” The 2020A Redemption Account and the 2020B Redemption Account are herein collectively referred to as the “Redemption Accounts.” The Trustee shall deposit in the Redemption Fund any Net Proceeds received from the City in connection with the City’s exercise of its right to cause Bonds to be redeemed pursuant to Section 2.03(a) hereof. Additionally, the Trustee shall deposit in the respective applicable Redemption Accounts the respective applicable amounts received from the City in connection with the City’s exercise of its right to cause Bonds to be redeemed pursuant to Section 2.03(b)(i) and/or 2.03(b)(ii) hereof, as applicable. Amounts in the Redemption Accounts shall be disbursed therefrom by the Trustee for the payment of the redemption price of, and accrued interest on, Bonds redeemed pursuant to 2.03(c)(i) and/or 2.03(c)(ii) hereof, as applicable. ARTICLE V COVENANTS OF THE AUTHORITY SECTION 5.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, Attachment 9 Page 522 of 658 INDENTURE 34 according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture. SECTION 5.02. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds or Additional Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds. SECTION 5.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds and Additional Bonds are Outstanding, except the pledge and assignment created by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes. SECTION 5.04. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, the Lease and other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee (subject to the provisions of Section 6.02 hereof) shall at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever. SECTION 5.05. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions by the Trustee relating to the proceeds of Bonds, the Revenues, the Lease and all funds and accounts established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority and the City during regular business hours with reasonable prior notice. SECTION 5.06. Additional Obligations. The Authority covenants that no additional bonds, notes or indebtedness shall be issued or incurred that are payable out of the Revenues in whole or in part, other than Additional Bonds. Attachment 9 Page 523 of 658 INDENTURE 35 SECTION 5.07. Lease. The Trustee, as assignee of the Authority’s rights under each Lease pursuant to Section 4.01 hereof and under each Assignment Agreement, shall receive all amounts due from the City pursuant to the Lease. The Authority will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Lease required to be complied with, kept, observed and performed by it and, together with the Trustee, will enforce the Lease against the City in accordance with its terms. So long as any Bonds or Additional Bonds remain Outstanding, the Authority will not alter, amend or modify the Lease, except pursuant to Section 23 thereof. SECTION 5.08. Tax Covenants. (a) Special Definitions. When used in this Section, the following terms have the following meanings with respect to any 2020A Bonds or Additional Bonds (that are intended to be Tax-Exempt) that the Authority intends interest thereon to be excludable from the gross income of the Owners thereof: “Computation Date” has the meaning set forth in section 1.148-(b) of the Tax Regulations. “Gross Proceeds” means any proceeds as defined in section 1.148-l(b) of the Tax Regulations, and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the 2020A Bonds. “Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of 2020A Bonds are invested and which is not acquired to carry out the governmental purposes of such 2020A Bonds. “Rebate Amount” has the meaning set forth in section 1.148-l(b) of the Tax Regulations. “Yield” of 1) any Investment has the meaning set forth in section 1.148-5 of the Tax Regulations; and 2) the 2020A Bonds has the meaning set forth in section 1.143-4 of the Tax Regulations. (b) Not to Cause Interest to Become Taxable. The Authority shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted, respectively, would cause the interest on any of the 2020A Bonds to become includable in the gross income as defined in the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Authority receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion from gross income Attachment 9 Page 524 of 658 INDENTURE 36 for federal income tax purposes of the interest on any 2020A Bond, the Authority shall comply with each of the specific covenants in this Section. (c) Not Private Use or Private Payments. Except as would not cause any 2020A Bonds to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the Authority shall at all times prior to the last slated maturity of 2020A Bonds: 1) require that one or more state or local governmental agencies exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the 2020A Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any Authority, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; 2) and not permit the direct or indirect imposition of any charge or other payment on or by any person or entity who is treated as using Gross Proceeds of the 2020A Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except as would not cause any 2020A Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the Authority shall not use or permit the use of Gross Proceeds of the 2020A Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction that is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except as would not cause the 2020A Bonds to become “arbitrage bonds” within the meaning of the Code and the Tax Regulations and rulings thereunder, the Authority shall not at any time prior to the final Stated Maturity of the 2020A Bonds directly or indirectly invest or permit the Investment of Gross Proceeds in any Investment, if as a result of such investment the Yield on Investments acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the 2020A Bonds. For purposes of this paragraph, Yield on Investments shall be determined in accordance with the provisions of section 1.148-5 of the Tax Regulation, which, under certain circumstances, requires Yield to be determined on less than all such Investments. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder, the Authority shall not take or omit to take, or permit, any action that would cause any 2020A Bonds to be treated as “federally guaranteed” within the meaning of the Code and the Tax Regulations and rulings thereunder. Attachment 9 Page 525 of 658 INDENTURE 37 (g) Information Report. The Authority shall timely file or cause to be filed any information required by section 149(e) of the Code with respect to the 2020A Bonds with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations and rulings thereunder: (1) The Authority shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding 2020A Bond is retired. However, to the extent permitted by law, the Authority may commingle Gross Proceeds of 2020A Bonds with other money of the Authority, provided that the Authority separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the Authority shall cause the City to calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder, and to provide promptly to the Authority a copy of said calculation, which the Authority shall maintain with its official transcript of proceedings relating to the issuance of the 2020A Bonds until six years after the final Computation Date. (3) In order to assure the excludability of the interest on 2020A Bonds from the gross income of the owners thereof for federal income tax purposes, the Authority shall make rebate payments at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder, which payments shall be accompanied by Form 8038-T prepared by the Authority or such other forms and information as is or may be required by Section 148(f) of the Code and the Tax Regulations and rulings thereunder; provided, however, that the liability of the Authority to make any such payments shall be limited to amounts received by it for such purpose pursuant to the Lease. (4) The Authority shall cause the exercise of reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) of the Tax Regulations. The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report or rebate calculations and shall have no independent duty to review any rebate calculations or enforce the compliance with such rebate requirements or the covenants of the Authority provided herein. (i) Not to divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, the Authority shall not enter into any transaction that reduces the amount required to be paid to the United States pursuant to section l48(f) of the Code because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and the Yield of the 2020A Bonds had been irrelevant to each party. Attachment 9 Page 526 of 658 INDENTURE 38 SECTION 5.09. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture. ARTICLE VI THE TRUSTEE SECTION 6.01. Appointment of Trustee. The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, is hereby appointed Trustee by the Authority for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Authority agrees that it will maintain a Trustee which has (or which is a wholly-owned subsidiary of a corporation which has) a combined capital and surplus of at least $75,000,000, and which is subject to supervision or examination by Federal or State authority, so long as any Bonds are Outstanding. If such bank, national banking association or trust company or such parent corporation publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining Authority above referred to, then for the purpose of this Section 6.01 the combined capital and surplus of such bank, national banking association or trust company or such parent corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee is hereby authorized to pay the principal of and interest and redemption premium (if any) on the Bonds when duly presented for payment at maturity, or on redemption prior to maturity, and to cancel all Bonds upon payment thereof. The Trustee shall keep accurate records of all funds and accounts administered by it and of all Bonds paid and discharged. SECTION 6.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: (a) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the Authority. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners pursuant to this Indenture, unless such Attachment 9 Page 527 of 658 INDENTURE 39 Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order bond or other paper or document, but the Trustee, in its discretion, may make such further inquiry or Investigation into such facts or matters as it may see fit. (e) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no covenants of or against the Trustee shall be implied in this Indenture. In case an Event of Default hereunder or under the Lease has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture and by the Lease, and shall use the same degree of care and skill in the exercise of such rights and powers as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (f) The Trustee may execute any of the trusts, or powers hereunder and perform the duties required of it here under either directly or by or through attorneys, receivers or agents, shall not be liable for the acts or omissions of such attorneys, receivers or agents appointed with due care, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. The Trustee may conclusively rely on an opinion of counsel as full and complete authorization and protection for any action taken, suffered or omitted by it hereunder. (g) The Trustee shall not be responsible for any recital herein, in the Lease, or in the Bonds, or for any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby and makes no representation as to the validity or sufficiency of the Bonds, this Indenture or the Lease. The Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Authority hereunder or on the part of the Authority or the City under the Lease, The Trustee shall not be responsible for the application by the Authority or the City of the proceeds of the Bonds. (h) The Trustee may become the Owner or pledgee of Bonds secured hereby with the same rights it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (i) The Trustee may rely and shall be protected in acting or refraining from acting in good faith and without negligence, upon any notice, resolution, opinion, report, direction, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture or the Lease upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be Attachment 9 Page 528 of 658 INDENTURE 40 reflected on the Registration Books. (j) The permissive right of the Trustee to do things enumerated in this Indenture or in the Lease shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents. (k) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder or under the Lease except failure by the Authority or the City to make any of the payments to the Trustee required to be made by the Authority pursuant hereto or thereto or failure by the Authority or the City to file with the Trustee any document required by this Indenture or the Lease to be so filed subsequent to the issuance of the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Authority or by the Owners of at least 25% in aggregate principal amount of the Bonds then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid. (l) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right (but not the duty) to fully inspect all books, papers and records of the Authority pertaining to the Bonds, and to make copies of any of such books, papers and records which are not privileged by statute or by law. (m) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises hereof. (n) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, as may be deemed desirable for the purpose of establishing the right of the Authority to the execution of any Bonds, the withdrawal of any cash or the taking of any other action by the Trustee. (o) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (p) Whether or not expressly provided therein, every provision of this Indenture and the Lease relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Section. (q) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (r) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee. (s) The Trustee shall have the right to accept and act upon instructions, including funds transfer Attachment 9 Page 529 of 658 INDENTURE 41 instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a person is to be added or deleted from the listing. If the Authority and City elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (t) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. (u) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. SECTION 6.03. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances (with interest on such advances at the maximum rate allowed by law), counsel fees (including expenses) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services, and the Authority shall pay or cause the City to pay the Trustee all such amounts. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment of any Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs expenses or Attachment 9 Page 530 of 658 INDENTURE 42 renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. SECTION 6.04. Notice to Bond Owners of Default. If an Event of Default hereunder or under the Lease occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.02(k) hereof, then the Trustee shall, within 30 days of the receipt of such notice, give written notice thereof by first class mail to the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Authority to make any payment when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interest of the Bond Owners not to give such notice. SECTION 6.05. Intervention by Trustee. In any judicial proceeding to which the Authority or the City is a party that, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to Section 6.02(c), shall do so if requested in writing by the Owners of at least 25% in aggregate principal amount of such Bonds then Outstanding. SECTION 6.06. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing, filed with the Trustee and signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds. The Authority may also remove the Trustee at any time upon 30 days’ notice, except during the existence of an Event of Default. The Trustee may be removed at any time for any breach of the Trustee’s duties set forth herein. SECTION 6.07. Resignation by Trustee. The Trustee and any successor Trustee may at any time give written notice of its intention to resign as Trustee hereunder, such notice to be given to the Authority and the City by registered or certified mail. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be given by first class mail, postage prepaid, to the Bond Owners at their respective addresses set forth on the Registration Books. SECTION 6.08. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, the Authority shall promptly appoint a successor Trustee. In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within 60 days following the delivery to the Trustee of the instrument described in Section 6.06 or within 60 days following the receipt of notice by the Authority pursuant to Section 6.07, the Trustee may, at the expense of the Authority, apply to a court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6.01. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any Attachment 9 Page 531 of 658 INDENTURE 43 action by the Authority purporting to appoint a successor Trustee following the expiration of such 60-day period. SECTION 6.09. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall meet the requirements set forth in Section 6.01, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. SECTION 6.10. Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request of the Authority, or of the Trustee’s successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. SECTION 6.11. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction in may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action that may be desirable or necessary in connection therewith, it may be necessary that the Trustee or the Authority appoint an additional individual or institution as a separate trustee or co-trustee. The following provisions of this Section are adapted to these ends. If the Trustee or the Authority appoints an additional individual or institution as a separate trustee or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate trustee or co-trustee but only to the extent necessary to enable such separate trustee or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee shall run to and be enforceable by either of them. Should any instrument in writing from the Authority be required by the separate trustee or co-trustee Attachment 9 Page 532 of 658 INDENTURE 44 so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, shall resign or shall be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. SECTION 6.12. Indemnification; Limited Liability of Trustee. The Authority further covenants and agrees, to the extent permitted by law, to indemnify and save the Trustee and its officers, directors, agents and employees, harmless against any loss, expense (including legal fees and expenses) and liabilities arising out of or in the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities that are due to the negligent act or negligent omission of the Trustee, its officers, directors or employees. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder if it shall have reasonable grounds for believing repayment of such funds or adequate indemnity against such liability or risk is not assured to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of at least 25% in aggregate principal amount of Bonds Outstanding relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture or exercising any power conferred upon the Trustee under this Indenture. The obligations of the Authority under this Section and Section 6.03 shall survive the resignation or removal of the Trustee under this Indenture and final payment or defeasance of the Bonds. ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE SECTION 7.01. Amendment. This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without consent of any Bond Owner, to the extent permitted by law but only for any one or more of the following purposes: (a) to issue Additional Bonds in accordance with Section 3.06 hereof; (b) to add to the covenants and agreements of the Authority in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such limitation or surrender of such rights or powers shall not materially adversely affect the Owners of the Bonds; (c) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds in the reasonable Attachment 9 Page 533 of 658 INDENTURE 45 judgment of the Authority; (d) to maintain the exclusion of interest on the 2020A Bonds, or any Additional Bonds that are intended to be Tax-Exempt, from gross income for federal income tax purposes under the Code, if applicable; or (e) for any other purpose that does not materially adversely affect the interests of the Owners. Except as set forth in the preceding paragraph of this Section, this Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may only be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) modify any of the rights or obligations of the Trustee without its written consent thereto. SECTION 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Prior to entering into any Supplemental Indenture pursuant to this Section, the Trustee shall be furnished by the Authority an opinion of nationally recognized bond counsel to the effect that such Supplemental Indenture has been adopted in accordance with the requirements of this Indenture. SECTION 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as herein above provided, the Authority may determine that the Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of such Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such Bond Owners’ action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the Trust Office of the Trustee, without cost to each Bond Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds. Attachment 9 Page 534 of 658 INDENTURE 46 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS SECTION 8.01. Events of Default. The following events shall be Events of Default hereunder: (a) Default in the due and punctual payment of the principal of or premium on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, or by proceedings for redemption. (b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable. (c) Failure by the Authority to observe and perform any of the covenants, agreements or conditions on its port in this Indenture or in the Bonds contained, other than as referred to in the preceding clauses (a) and (b), for a period of 30 days after written notice, specifying such failure and requesting that it be remedied has been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than 25% in aggregate principal amount of the Outstanding Bonds; provided, however, that if such default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Authority within the applicable period and diligently pursued until the default is corrected, which period shall not be longer than sixty (60) days from the date of written notice specifying the failure. (d) The filing by the Authority of a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Authority, seeking reorganization under the Federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property. (e) Default under Section 11 of the applicable Lease and such default shall not have been remedied within any applicable grace period thereunder. SECTION 8.02. Remedies; No Acceleration. Upon the occurrence of an Event of Default the Trustee shall have the right: (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or any member, officer or employee thereof, in order to compel the Authority or any such member, officer or employee to perform and carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him contained herein or in the Lease; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or (c) by suit in equity upon the happening of on Event of Default to require the Authority and its Attachment 9 Page 535 of 658 INDENTURE 47 members, officers and employees to account as the trustee of an express trust. If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of a majority in aggregate principal amount of Outstanding Bonds and indemnified as provided in Section 6.02(c), the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bond Owners. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or the Bond Owners hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver or any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. The Trustee shall have no right to declare the principal of or interest on the Bonds to be due and payable immediately. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected. SECTION 8.03. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee in the following order of priority: First, to the payment of the fees, costs and expenses of the Trustee, including reasonable compensation to its agents, attorneys and counsel; Second, to the payment of all amounts then due for interest on the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable; and Third, to the payment of all amounts then due for principal of the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of principal of such Bonds due and payable. SECTION 8.04. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or Attachment 9 Page 536 of 658 INDENTURE 48 upon the request of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation and if the Trustee is indemnified as provided in Section 6.02(c). Any suit, action or proceeding which any Owner of Bonds shall have the right to bring or enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners of the Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. SECTION 8.05. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. SECTION 8.06. Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bond Owners, as the case may be. SECTION 8.07. Rights of Bond Owners. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default, (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and (d) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Attachment 9 Page 537 of 658 INDENTURE 49 Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. SECTION 8.08. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Bond Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE IX MISCELLANEOUS SECTION 9.01. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, the Authority shall not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Revenues or otherwise from amounts payable under the Lease), The Authority may, however advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness. The Bonds shall be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premiums (if any) on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in this Indenture. The Owners of the Bonds shall never have the right to compel the forfeiture of any property of the Authority except the Revenues and other funds pledged to the payment of the Bonds as provided in this Indenture. The principal of and interest on the Bonds, and any premiums upon the redemption of any thereof, Attachment 9 Page 538 of 658 INDENTURE 50 shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds (other than amounts on deposit in the Rebate Fund) pledged to the payment thereof as provided in this Indenture. SECTION 9.02. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee, the City and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee, the City and the Owners of the Bonds. SECTION 9.03. Defeasance; Discharge of Indenture. If the Authority shall pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest and premiums (if any) on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums (if any); or (c) by irrevocably depositing with the Trustee or any other fiduciary, in trust, Federal Securities in such amount as an Independent Certified Public Accountant shall determine in a written report filed with the Trustee (upon which report the Trustee may conclusively rely) will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and delivering an opinion of Bond Counsel acceptable in form and substance, and addressed, to the Authority and the Trustee to the effect that the Bonds are no longer Outstanding under the Indenture, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been mailed pursuant to Section 2.03(d) or provision satisfactory to the Trustee shall have been made for the mailing of such notice, then, at the Request of the Authority, and notwithstanding that any of such Bonds shall not have been surrendered for payment, the pledge of the Revenues and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to all such Bonds, shall cease and terminate, except only the obligation of the Authority to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and all amounts due the Trustee. Any funds held by the Trustee following any payment or discharge of the Outstanding Bonds pursuant to this Section, which are not required for said purposes, shall after payment of amounts due the Trustee hereunder be paid over to the Authority for any lawful purpose. SECTION 9.04. Successor Is Deemed Included in All References to Predecessor. Attachment 9 Page 539 of 658 INDENTURE 51 Whenever in this Indenture or any Supplemental Indenture the Authority is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors whether so expressed or not. SECTION 9.05. Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture except the certificate of destruction pursuant to Section 9.10 shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or conditions and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion ore based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement is to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate made or given by an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or upon the certificate or opinion of or representations by an officer or officers of the Authority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. SECTION 9.06. Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by their agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof. The ownership of Bonds shall be proved by the Registration Books. Any request, consent or vote of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or Attachment 9 Page 540 of 658 INDENTURE 52 the Authority in pursuance of such request, consent or vote. In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action. SECTION 9.07. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the City or the Authority (but excluding Bonds held in any employees’ retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded. Upon request of the Trustee, the City and the Authority shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. SECTION 9.08. Waiver of Personal Liability. No officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the Bonds; but nothing herein contained shall relieve any such officer agent or employee from the performance of any official duly provided by law. SECTION 9.09. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Bonds; but the Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. SECTION 9.10. Destruction of Canceled Bonds. Whenever in this Indenture provision is made for the surrender of any Bonds which have been paid or canceled pursuant to the provisions of this Indenture, the Trustee shall cancel and destroy such Bonds and upon Request of the Authority furnish to the Authority a certificate of such destruction. SECTION 9.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in Attachment 9 Page 541 of 658 INDENTURE 53 each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof. SECTION 9.12. Payment on Business Days. Whenever in this Indenture any amount is required to be paid on a day that is not a Business Day, such payment shall be required to be made, without accruing additional interest thereby, on the Business Day immediately following such day. SECTION 9.13. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by first class mail, postage prepaid, or sent by facsimile transmission, addressed as follows: If to the Authority: Ukiah Public Financing Authority 300 Seminary Avenue Ukiah, CA 95482 Attention: Treasurer Officer Fax: (707) 463-6204 If to the City: City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 Attention: Finance Director Fax: (707) 463-6204 If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500 Los Angeles, CA 90071 Attention: Corporate Trust Department Fax: (213) 630-6215 The City, Authority and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 9.14. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds that remain unclaimed for two years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable, shall be repaid by the Trustee to the Authority, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Authority for the payment of such Bonds; provided however, that before being required to make any such payment to the Authority, the Trustee shall, at the written request and expense of the Authority, cause to be mailed to the Owners of all such Bonds, at their respective addresses appearing on the Registration Books, a notice that said moneys remain unclaimed and that after a date named in said notice, which date shall not be Attachment 9 Page 542 of 658 INDENTURE 54 less than 30 days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the Authority. SECTION 9.15. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State of California. SECTION 9.16. Findings of the Authority. The Authority finds and determines that the issuance of the Bonds will result in significant public benefits to the citizens of the City of Ukiah, including but not limited to demonstrable savings in effective interest rate, bond preparation, bond underwriting or bond issuance costs. SECTION 9.17. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. [Signature page to follow on next page] Attachment 9 Page 543 of 658 INDENTURE 55 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be signed by their respective officers, all as of the day and year first above written. UKIAH PUBLIC FINANCING AUTHORITY By____________________________________________ Daniel Buffalo, Finance Director Attest: By___________________________ Kristine Lawler, Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By_________________________________________ Authorized Officer Attachment 9 Page 544 of 658 INDENTURE A-1-1 EXHIBIT A-1 [FORM OF SERIES 2020A BOND] NO. R– $ UNITED STATES OF AMERICA STATE OF CALIFORNIA UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: % October 1, 20 October __, 2020 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The UKIAH PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the Stale of California (the “Authority”), for value received, hereby promises to pay (but only out of Revenues, as defined in the Indenture hereinafter referred to, and certain other moneys) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to March 15, 2021, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on April 1 and October 1 in each year, commencing October 1, 2021 (each an “Interest Payment Date”) until payment of such Principal Amount in full. The Principal Amount hereof is payable by check upon presentation hereof upon maturity or earlier redemption at the principal corporate trust office (the “Trust Office”) of The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in Los Angeles, California, or at such other office as the Trustee may designate. Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books of the Trustee as of the first calendar day of the month of such Interest Payment Date (except that in the case of a Registered Owner of at least $1,000,000 in aggregate principal amount, such payment may, at such Registered Owner’s option, be made by wire transfer of immediately available funds in accordance with written instructions provided by such Registered Owner prior to the fifteenth calendar day of the month preceding such Interest Payment Date). Attachment 9 Page 545 of 658 INDENTURE A-1-2 This Bond is one of a duly authorized issue of bonds of the Authority designated the “Ukiah Public Financing Authority, Lease Revenue Bonds, Series 2020A (Ukiah Community Facilities Acquisition and Improvement Project)” (herein, the “Bonds”), in an aggregate principal amount to $____________ issued under an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder, and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees. The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title I of the Government Code of the State of California (the “Act”). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues, and the Revenues constitute a trust fund for the security and payment of the principal of and interest on the Bonds. Additional bonds payable from the Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the terms and conditions set forth in the Indenture. The full faith and credit of the Authority are not pledged for the payment of the principal of or interest or premium (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture. The Bonds have been issued for the purpose of financing certain public capital improvements of the City, and to pay the costs of issuance associated with the issuance and sale of the Bonds. The Authority has entered into a 2020A Lease Agreement (as defined in the Indenture) and a 2020B Lease Agreement (as defined in the Indenture) each with the City, under which the City is obligated to pay amounts which are anticipated to be sufficient to enable the Authority to pay the principal of and interest on the Bonds. The Bonds are subject to redemption prior to their maturity as provided in the Indenture. The Bonds are subject to redemption prior to their respective maturity dates, upon notice as hereinafter provided, as a whole on any date, from prepayments of 2020A Base Rental Payments (as defined in the Indenture) made by the City pursuant to the 2020A Lease from funds received by the City due to a taking of the 2020A Leased Facilities (as defined in the Indenture) or any portion thereof under the power of eminent domain or due to damage to or destruction of the Leased Facilities or any portion thereof, under the circumstances and upon the conditions and terms prescribed in the Indenture and in the 2020A Lease, at a redemption price equal to the sum of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium. The Bonds maturing on or before October 1, 20_, are not subject to optional redemption prior to their stated maturities. The Bonds maturing on or after October 1, 20__, are subject to redemption prior to their stated maturities, on any Business Day on or after October 1, 20__, as a whole or in part by such maturities as may be designated by the Authority to the Trustee at least forty-five (45) days prior to the redemption date, Attachment 9 Page 546 of 658 INDENTURE A-1-3 and by lot within any one maturity, from prepayments of Base Rental Payments made at the option of the City pursuant to the Lease, at a redemption price equal to the principal amount of the Bonds to be redeemed, without premium, plus accrued but unpaid interest to the redemption date. The Term Bonds maturing October 1, 20__ are subject to mandatory redemption, in part by lot, from sinking account payments in each year as set forth in the following schedule, commencing October 1, 20__, and on October 1 in each year thereafter to and including October 1, 20__ at a redemption price equal to the principal amount of the Term Bonds to be redeemed, plus accrued but unpaid interest thereon to the date fixed for redemption, without premium. Redemption Date (October 1) Principal Amount To be Redeemed _____________________ * Maturity The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the registration books maintained by the Trustee, to the Securities Depositories and to one or more Information Services (as such terms are defined in the Indenture), at least 30 but not more than 60 days prior to the redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, the serial numbers of each maturity or maturities (except that if the event of redemption is of all of the Bonds of such maturity or maturities in whole, the Trustee shall designate such maturities or the maturity in whole without referencing each individual number) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Any notice given pursuant to the preceding paragraph may be conditional and/or rescinded by written notice given to the Trustee by the City or the Authority, and the Trustee shall provide notice of such rescission as soon thereafter as practicable in the same manner, and to the same recipients, as notice of such redemption was given. The Bonds may be issued in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, this Bond may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount, interest rate and maturity of fully registered Bonds of other authorized denominations. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly Attachment 9 Page 547 of 658 INDENTURE A-1-4 authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any Bond during the period in which the Trustee is selecting Bonds for redemption or any Bond selected for redemption. The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture. It is hereby certified that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act and the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been signed by the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Authority or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the Ukiah Public Financing Authority has caused this Bond to be executed in its name and on its behalf with the manual or facsimile signature of its Treasurer, and attested by the manual or facsimile signature of its Secretary, all as of the Dated Date set forth above. UKIAH PUBLIC FINANCING AUTHORITY By: ______________________________________ Treasurer Attachment 9 Page 548 of 658 INDENTURE A-1-5 Attest: By: ___________________________________ Secretary FORM OF CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture and registered on the Bond Registration Books. Authentication Date: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: ______________________________________ Authorized Signatory Attachment 9 Page 549 of 658 INDENTURE A-1-6 FORM OF ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) ________________________________ ________________ attorney, to transfer the same on the bond register of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: NOTE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. NOTICE: Signature(s) must be guaranteed by a member of an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or other similar program. Attachment 9 Page 550 of 658 INDENTURE B-2-1 EXHIBIT B-2 [FORM OF SERIES 2020B BOND] NO. R– $ UNITED STATES OF AMERICA STATE OF CALIFORNIA UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE REFUNDING BONDS, SERIES 2020B (CalPERS Prepayment Project) INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: % October 1, 20 October __, 2020 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The UKIAH PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the Stale of California (the “Authority”), for value received, hereby promises to pay (but only out of Revenues, as defined in the Indenture hereinafter referred to, and certain other moneys) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to March 15, 2021, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on April 1 and October 1 in each year, commencing October 1, 2021 (each an “Interest Payment Date”) until payment of such Principal Amount in full. The Principal Amount hereof is payable by check upon presentation hereof upon maturity or earlier redemption at the principal corporate trust office (the “Trust Office”) of The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in Los Angeles, California, or at such other office as the Trustee may designate. Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books of the Trustee as of the first calendar day of the month of such Interest Payment Date (except that in the case of a Registered Owner of at least $1,000,000 in aggregate principal amount, such payment may, at such Registered Owner’s option, be made by wire transfer of immediately available funds in accordance with written instructions provided by such Registered Owner prior to the fifteenth calendar day of the month preceding such Interest Payment Date). Attachment 9 Page 551 of 658 INDENTURE B-2-2 This Bond is one of a duly authorized issue of bonds of the Authority designated the “Ukiah Public Financing Authority, Taxable Lease Revenue Bonds, Series 2020B (CalPERS Prepayment Project)” (herein, the “Bonds”), in an aggregate principal amount to $____________ issued under an Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder, and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees. The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title I of the Government Code of the State of California (the “Act”). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues, and the Revenues constitute a trust fund for the security and payment of the principal of and interest on the Bonds. Additional bonds payable from the Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the terms and conditions set forth in the Indenture. The full faith and credit of the Authority are not pledged for the payment of the principal of or interest or premium (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture. The Bonds have been issued for the purpose of financing the prepayment by the City to CalPERS of part or all of its CalPERS Obligation (as defined in the Indenture), and to pay the costs of issuance associated with the issuance and sale of the Bonds. The Authority has entered into a Lease Agreement dated as of October 1, 2020 (the “Lease”) with the City, under which the City is obligated to pay amounts which are anticipated to be sufficient to enable the Authority to pay the principal of and interest on the Bonds. The Bonds are subject to redemption prior to their respective maturity dates, upon notice as hereinafter provided, as a whole on any date, from prepaid Base Rental Payments made by the City from funds received by the City due to a taking of the Leased Facilities (as defined in the Indenture) or any portion thereof under the power of eminent domain or due to damage to or destruction of the Leased Facilities or any portion thereof, under the circumstances and upon the conditions and terms prescribed in the Indenture and in the Lease, at a redemption price equal to the sum of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium. The Bonds are subject to redemption prior to their maturity as provided in the Indenture. The Bonds are subject to redemption prior to their respective maturity dates, upon notice as hereinafter provided, as a whole on any date, from prepayments of 2020B Base Rental Payments (as defined in the Indenture) made by the City pursuant to the 2020B Lease from funds received by the City due to a taking of the 2020B Leased Facilities (as defined in the Indenture) or any portion thereof under the power of eminent domain or due to damage to or destruction of the Leased Facilities or any portion thereof, under the Attachment 9 Page 552 of 658 INDENTURE B-2-3 circumstances and upon the conditions and terms prescribed in the Indenture and in the 2020B Lease, at a redemption price equal to the sum of the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium. The Bonds maturing on or before October 1, 20_, are not subject to optional redemption prior to their stated maturities. The Bonds maturing on or after October 1, 20__, are subject to redemption prior to their stated maturities, on any Business Day on or after October 1, 20__, as a whole or in part by such maturities as may be designated by the Authority to the Trustee at least forty-five (45) days prior to the redemption date, and by lot within any one maturity, from prepayments of Base Rental Payments made at the option of the City pursuant to the Lease, at a redemption price equal to the principal amount of the Bonds to be redeemed, without premium, plus accrued but unpaid interest to the redemption date. The Term Bonds maturing October 1, 20__ are subject to mandatory redemption, in part by lot, from sinking account payments in each year as set forth in the following schedule, commencing October 1, 20__, and on October 1 in each year thereafter to and including October 1, 20__ at a redemption price equal to the principal amount of the Term Bonds to be redeemed, plus accrued but unpaid interest thereon to the date fixed for redemption, without premium. Redemption Date (October 1) Principal Amount To be Redeemed _____________________ * Maturity The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the registration books maintained by the Trustee, to the Securities Depositories and to one or more Information Services (as such terms are defined in the Indenture), at least 30 but not more than 60 days prior to the redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, the serial numbers of each maturity or maturities (except that if the event of redemption is of all of the Bonds of such maturity or maturities in whole, the Trustee shall designate such maturities or the maturity in whole without referencing each individual number) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Any notice given pursuant to the preceding paragraph may be conditional and/or rescinded by written notice given to the Trustee by the City or the Authority, and the Trustee shall provide notice of such rescission Attachment 9 Page 553 of 658 INDENTURE B-2-4 as soon thereafter as practicable in the same manner, and to the same recipients, as notice of such redemption was given. The Bonds may be issued in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, this Bond may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount, interest rate and maturity of fully registered Bonds of other authorized denominations. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any Bond during the period in which the Trustee is selecting Bonds for redemption or any Bond selected for redemption. The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture. It is hereby certified that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act and the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been signed by the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Authority or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Attachment 9 Page 554 of 658 INDENTURE B-2-5 IN WITNESS WHEREOF, the Ukiah Public Financing Authority has caused this Bond to be executed in its name and on its behalf with the manual or facsimile signature of its Treasurer, and attested by the manual or facsimile signature of its Secretary, all as of the Dated Date set forth above. UKIAH PUBLIC FINANCING AUTHORITY By: ______________________________________ Treasurer Attest: By: ___________________________________ Secretary FORM OF CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture and registered on the Bond Registration Books. Authentication Date: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: ______________________________________ Authorized Signatory Attachment 9 Page 555 of 658 INDENTURE B-2-6 FORM OF ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) ________________________________ ________________ attorney, to transfer the same on the bond register of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: NOTE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. NOTICE: Signature(s) must be guaranteed by a member of an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or other similar program. Attachment 9 Page 556 of 658 INDENTURE B-1 EXHIBIT B $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) FORM OF COSTS OF ISSUANCE REQUISITION The undersigned, as [City Manager] [Finance Director] of the City of Ukiah (the “City”), in connection with the $__________ aggregate principal amount of the Ukiah Public Financing Authority, Lease Revenue Bonds [Series 2020A][Series 2020B] (the “Bonds”), issued in accordance with the Indenture, dated as of October 1, 2020 (the “Indenture”), between the Ukiah Public Financing Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., as the trustee named therein (the “Trustee”), does hereby certify on behalf of the City that: (i) the undersigned is a duly authorized City Representative (as defined in the Indenture) with authority to act on behalf of the City and the Authority as necessary to disburse money from the 2020[(a)[(b)] Costs of Issuance Fund provided for in Section 3.03[(a)][(b)] of the Indenture (the “Costs of Issuance Fund”); (ii) an obligation in the not-to-exceed amount stated for each of the payees set forth on Exhibit “A” has been properly incurred under and pursuant to the Indenture and each such obligation is a proper charge against the Costs of Issuance Fund; (iii) that pursuant to the Indenture, the undersigned, on behalf of the City and the Authority, hereby requests the Trustee to disburse from the Costs of Issuance Fund to the payees set forth on Exhibit A attached hereto, upon receipt of an invoice, an amount not to exceed the sum set forth opposite each such payee, for the purpose identified therein; (iv) there has not been filed with or served upon the City or Authority a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the payees set forth on Exhibit “A,” which claim, lien, right to lien or attachment has not been released or will not be released with the payment of such obligation; and (v) all payments shall be made by check or wire transfer in accordance with the payment instructions set forth in Exhibit A attached hereto or in invoices submitted in accordance herewith, and the Trustee may rely on such payment instructions as though given by the City with no duty to investigate or inquire as to the authenticity of the invoice or the payment instructions contained therein. Dated: _____ _, 2020 CITY OF UKIAH, CALIFORNIA By: ________________________________ Attachment 9 Page 557 of 658 INDENTURE B-2 Attachment 9 Page 558 of 658 INDENTURE C-1 EXHIBIT C FORM OF NET PROCEEDS REQUISITION REQUISITION NO. __ with reference to $____________ UKIAH PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS SERIES 2020A (Ukiah Community Facilities Acquisition and Improvement Project) $____________ UKIAH PUBLIC FINANCING AUTHORITY TAXABLE LEASE REVENUE BONDS SERIES 2020B (CalPERS Prepayment Project) I. The City of Ukiah (the “City”) hereby requests The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), pursuant to that certain Indenture, dated as of October 1, 2020 (the “Indenture”), by and between the Ukiah Public Financing Authority (the “Authority”) and the Trustee, under the terms of which the Authority has issued the above-captioned Bonds, to pay from the moneys in the Insurance and Condemnation Fund established pursuant to the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I. II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schedule I hereto. III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the Insurance and Condemnation Fund. None of the items for which payment is requested has been reimbursed previously from the Insurance and Condemnation Fund. IV. There has not been filed with or served upon the City or the Authority a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person[s] named on Schedule I hereto which has not been released or will not be released simultaneously with the payment of such obligation, other than liens accruing by mere operation of law. Dated: ________, 20__ CITY OF UKIAH, CALIFORNIA By: ________________________________ Attachment 9 Page 559 of 658 NHA 2019-20 PENSION SUMMARY REPORT Office: 415.785.2025 | www.NHAadvisors.com 4040 Civic Center Drive, Suite 200 San Rafael, CA 94903 TRANSLATING 8-YEARS OF CALPERS ACTUARIAL REPORTS FOR CITY OF UKIAH INCLUDING PLAN OVERVIEW, HISTORICAL STATISTICS, COST PROJECTIONS AND ALTERNATIVE REPAYMENT AND COST MANAGEMENT STRATEGIES ATTACHMENT 10 Page 560 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. TABLE OF CONTENTS Objective ............................................................................................................................................. 1 Executive Summary ............................................................................................................................. 1 Why are Pension Costs Increasing so Rapidly? ..................................................................................... 1 “CalPERS 101” – Glossary of Terms....................................................................................................... 2 City of Ukiah Pension Plans – Overview ............................................................................................... 2 FYE 2019 Investment Performance and Historical Returns ................................................................... 1 8-Year History of Normal and UAL Costs and % of Payroll..................................................................... 2 UAL History and Sensitivity .................................................................................................................. 2 30-Year Cost Projections ...................................................................................................................... 3 Alternative Repayment and Cost Management Strategies .................................................................... 4 A. Pre-Pay UAL at Beginning of Fiscal Year .......................................................................................... 5 B. Exit CalPERS ...................................................................................................................................... 5 C. Fresh Start ........................................................................................................................................ 5 D. Use Cash to Increase Contributions ................................................................................................. 6 E. Restructure Portion of UAL to Smooth Payments ........................................................................... 6 Page 561 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 1 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. OBJECTIVE As a financial consultant and municipal advisor to cities and other local government agencies throughout the State of California, NHA Advisors, LLC (“NHA”) works with many agencies to distill and translate the complex nature of the CalPERS (“PERS”) annual actuarial reports. NHA’s financial expertise provides a more comprehensive historical trend analysis, simplified education materials (for elected officials, City staff and community stakeholders) and alternative repayment and cost management strategies. The NHA Pension Summary Report is meant to provide an executive summary of key PERS pension information in order to assist the City of Ukiah (“City”) with cash flow budgeting, future fiscal sustainability planning, and general education. Pension liabilities should be considered collectively with other long-term general fund obligations. NHA believes taking a comprehensive view of the entire general fund liabilities provides a better picture of future financial commitments. EXECUTIVE SUMMARY Rising pension costs are the most pressing financial issue facing California public agencies. The City’s annual pension costs are expected to rise from $3.7 million (29% of payroll) in FYE 2014 to an estimated $6.3 million (45% of payroll) by FYE 2021. These costs represent about 19% of the City’s overall General Fund budget. Increasing pension costs reduce the ability for the City to fund other operations, capital projects and grow reserves. Amortization of the City’s Unfunded Accrued Liability (UAL) is the most rapidly growing component of costs given that the UAL has increased 120% (from $25.0 million to $55.0 million) since FYE 2013. Combined with the City’s other General Fund backed bond debt ($5 million in capital leases), overall payments are expected to grow from approximately $4.6 million to $5.4 million over FYE 2020-2024, peak at over $6.1 million FYE 2032, and gradually decrease thereafter. Additionally, there are various tools cities can use to address the fiscal challenge created by rising pension costs to provide greater financial and retirement security (see Alternative Repayment and Cost Management Strategies on Pages 7 through 9). NHA encourages PERS members to approach all impacted stakeholders in a collaborative manner to ensure long-term sustainability of the system. We hope that this document can help educate all stakeholders in an effective and transparent way. WHY ARE PENSION COSTS INCREASING SO RAPIDLY? Several factors are resulting in increased employer and in some case employee contributions: • The “Great Recession”: A primary reason for pension cost increases was the economic downturn in 2008 when PERS suffered a 27% negative return with a gross impact of a 34.75% loss to the fund. More detail can be found on Page 3 related to historical investment performance. • Lowering of Discount Rate: When PERS lowers its investment return target, also known as the “discount rate,” member agencies must increase contributions to make up the difference. PERS dropped the discount rate from 8.25% to 7.75% in 2003, down to 7.50% in 2014 and then to 7.00% in 2016. This last adjustment was phased in over a 3-year period, with the last phase being incorporated into the latest actuarial valuation report. With a 5- year payment ramp up for every UAL increase, the full impact of the reduction will be realized in 2025. • Enhanced Pension Benefits: These benefit enhancements authorized by state law in 2000 for public safety employees and 2001 for all other public employees also included a retroactivity credit for years of service. • Mortality Rates: People are living and drawing pensions longer, leading PERS to adjust assumptions for longer lifespans. 8.25% 7.75% 7.50% 7.00% Page 562 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 2 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. • Lower Active vs. Retired Ratios: There are fewer active employees for each retiree. In 2001, there were two active workers for each retiree. By 2016, that dropped to 1.3 and PERS projects that in 10–20 years there will be just 0.6 active workers per retiree. Fewer people paying into the system means higher contribution rates from local agencies and their employees. Page 3 depicts active/retired ratios for the City of Ukiah. “CALPERS 101” – GLOSSARY OF TERMS • Normal Cost (NC): Annual cost for current employees. • Unfunded Accrued Liability (UAL): Actuarial Liability minus Actuarial Value of Assets o “How much we currently have vs. how much we should have.” o UAL is amortized over 20 to 30 years. • Funded Ratio: Percentage of assets available today to pay the pension benefits promised to employees. • Defined Benefit Plan: A type of pension plan in which an employer/sponsor promises a specified monthly benefit upon retirement that is predetermined by a formula based on the employee’s earnings history, tenure of service and age. The City’s PERS plans are Defined Benefit Plans. • Actuarial Report: An actuarial valuation is a type of appraisal that makes economic and demographic assumptions to estimate future liabilities. The assumptions are typically based on a mix of statistical studies and experienced judgment. • Discount Rate: Also known as the expected rate of return or the assumed rate of return. It is the estimated long-term average return expected to be earned on investments. • PEPRA - Public Employees’ Pension Reform Act of 2013: A pension reform bill that went into effect January 1, 2013. The bill impacts new public employees and establishes a limit on the amount of compensation that can be used to calculate a retirement benefit. CITY OF UKIAH PENSION PLANS – OVERVIEW The City currently has three primary plans with CalPERS: The Miscellaneous Plan, which covers all non-safety employees, the Safety Fire Plan, which covers all fire employees and the Safety Police Plan, which covers all police employees. As shown in the table below, there are 144 active employees covered by the Miscellaneous Plan and 45 active employees covered by the Safety Plan. About 37% of the active Miscellaneous Employees, and 29% of the active Safety Employees, are subject to the new PEPRA limitations, while the remaining active employees are covered under one of the classic (pre-PEPRA) plans. The breakdown of active employees by benefit group and benefit formula is shown below. MISCELLANEOUS PLANS SAFETY PLANS Benefit Group # of Actives Formula Benefit Group # of Actives Formula Benefit Group # of Actives Formula Miscellaneous 91 2.7% @ 55 Safety Fire 51 3.0% @ 55 Safety Police 17 3.0% @ 50 PEPRA Misc. 53 2.0% @ 62 PEPRA Fire 1 2.7% @ 57 PEPRA Police 12 2.7% @ 57 In total, the number of employees covered under the City’s plans has grown 16%, from 562 to 653, over the last six years. About 71% of covered employees are covered by the Miscellaneous Plans, with the remaining 29% covered by the Safety Plans. While the overall level of members has increased, the ratio of active vs. retired employees over the past six years has remained stable for the Miscellaneous Plan, while declining slightly for the Safety Plan. Relative to prior years, this indicates that fewer people are paying into the plans versus those receiving benefits. Over this period, the ratio has remained fairly steady at 79% for the Miscellaneous Plan while having fallen from 56% to 49% for the Safety Plan, as shown in the chart below. Page 563 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 1 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. FYE 2019 INVESTMENT PERFORMANCE AND HISTORICAL RETURNS In FYE 2019, PERS generated investment returns of 6.7%, marginally under its target discount rate of 7.0%. We note that the impacts of these returns on the City’s UAL balance will not be reflected in the recently released 2019 PERS valuation reports (6/30/2018 valuation). These returns will rather be reflected in the following year’s PERS reports. The slight setback in investment performance ended a streak of two consecutive years in which PERS outperformed its target rate by earning 8.6% in FYE 2018, following a strong 11.2% return in FYE 2017. The positive effects of the FYE 2018 returns been incorporated into the current valuation reports; however, these benefits have been more than outweighed by the final phase of the discount rate reduction to 7.0%. The current 5-year average return for PERS is 5.9%, 9.1% for the 10-year average return, 5.8% for the 20-year average return, and 8.1% for the 30-year average return. Moving forward, annual investment performance will continue to be a key driver to future increases and decreases in the UAL. These changes will be incorporated annually, with increases from lower than expected investment returns (or conversely, decreases if there are strong investment returns) amortized over a 20-year period. 165 173 179 179 185 191 397 415 419 424 449 462 56%55%54%49%54%49% 79%80%79%81%83%79% 0% 20% 40% 60% 80% 100% 0 100 200 300 400 500 600 700 2014 2015 2016 2017 2018 2019 Member Statistics and Active to Retired Ratio Safety Plan Members Miscellaneous Plan Members Active to Retired Ratio (Safety)Active to Retired Ratio (Miscellaneous) 14.5% 2.0% 16.3%15.3% 20.1%19.5% 12.5%10.5% -7.2%-6.1% 3.7% 16.6%12.3% 11.8% 19.1% -5.1% -24.0% 13.3% 21.7% 0.1% 13.2% 18.4% 2.4%0.6% 11.2%8.6%6.7% -25.0% -20.0% -15.0% -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 19 9 3 19 9 4 19 9 5 19 9 6 19 9 7 19 9 8 19 9 9 20 0 0 20 0 1 20 0 2 20 0 3 20 0 4 20 0 5 20 0 6 20 0 7 20 0 8 20 0 9 20 1 0 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 20 1 9 Annual Investment Returns 5-Year Average Annual Return 10-Year Average Annual Return 20-Year Average Annual Return 30-Year Average Annual Return Page 564 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 2 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. 8-YEAR HISTORY OF NORMAL AND UAL COSTS AND % OF PAYROLL The two charts below provide a breakdown of Normal and UAL costs for both of the City’s plans over the last eight (8) years, as well as the percentage of total payroll that those payments represent. We note that the Normal Cost component only includes the Employer share and does not include the Employee share, or any portion of the Employee share being picked up by the City. As shown, Miscellaneous Plan payments will have grown from $2.4 million (26% of payroll) in FYE 2014 to an estimated $3.7 million (38% of payroll) in FYE 2021. Similarly, Safety Plan payments will have grown from $1.3 million (36% of payroll) to $2.5 million (59% of payroll) over the same period. UAL HISTORY AND SENSITIVITY The chart at the top of the next page depicts the City’s UAL and Funded Status for each plan annually from the June 30, 2012 through June 30, 2018 valuation dates. Overall, the City’s UAL has more than doubled during that time, increasing by $30.0 million (from $25.0 million to $55.0 million). Total UAL is projected to increase to $55.8 million as of 6/30/2020. Funded ratios for the plans have dropped from 69.9% to 61.1% for the Miscellaneous Plan from FYE 2013-2019 and from 82.2% to 71.1% for the Safety Plan from FYE 2013-2019. The key factors impacting the UAL fluctuations over this period include: • 2013 → 2014: Discount Rate lowered from 7.75% to 7.50%; PERS changed mortality assumptions (people living longer) and moved from an actuarial (AVA) to a market valuation of assets (MVA) which significantly increased the UAL • 2014 → 2015: Strong returns of 13.2% (2013) and 18.4% (2014) factor into a reduced UAL • 2015 → 2016 → 2017: Below average returns of 2.4% and 0.6%, combined with discount rate reduction from 7.50% to 7.00% (phased in over 3 years) factor into an increased UAL • 2017 → 2018: Above average returns of 11.2% factor into a reduced UAL • 2018 → 2019: Above average returns of 8.6% outweighed by final phase of planned discount rate reduction • 2019 → 2020: Slightly below average returns to be incorporated in next year’s CalPERS valuation report 26%28%30% 32% 34%36%37%38% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 2014 2015 2016 2017 2018 2019 2020 2021 Mi l l i o n s Miscellaneous Plan Employer Normal Cost UAL Payment % of Payroll 36%38% 42% 45%48% 55%55% 59% 0% 10% 20% 30% 40% 50% 60% 70% $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 2014 2015 2016 2017 2018 2019 2020 2021 Mi l l i o n s Safety Plan Employer Normal Cost UAL Payment % of Payroll Page 565 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 3 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. Sensitivity Analysis: The table on the right describes the sensitivity of the City’s UAL to hypothetical discount rate changes to 6% and 8%. The PERS reports indicate that the City’s UAL would increase by $21.0 million (38.1%) from a discount rate reduction to 6% (or long term returns of 6%), and decrease by $17.8 million (-32.3%) with a discount rate increase to 8% (or achieving long term returns of 8%). 30-YEAR COST PROJECTIONS The chart below depicts cost projections for the next 30-years and is primarily based on the UAL and Normal Cost figures shown in the latest 2019 PERS actuarial report. For the Normal Cost, we have matched the growth assumption in the PERS report for the next 5-years (3% payroll growth), and have assumed no growth thereafter 69.9% 61.7%66.0%64.1%60.8%62.4%61.1% 82.2% 72.9%76.7%73.7%69.2%71.7%71.1% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% $- $10,000,000 $20,000,000 $30,000,000 $40,000,000 $50,000,000 $60,000,000 2013 2014 2015 2016 2017 2018 2019 UAL History and Funded Status Miscellaneous UAL Safety UAL Funded Status (Misc.)Funded Status (Safety) UAL Sensitivity Analysis As of June 30, 2018 Total UAL UAL Change ($) UAL Change (%) 6.0% $76,219,861 $21,031,240 38.1% 7.0% (Current) $55,188,621 - - 8.0% $37,384,057 ($17,804,564) -32.3% $0 $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 20 2 0 20 2 1 20 2 2 20 2 3 20 2 4 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 20 3 0 20 3 1 20 3 2 20 3 3 20 3 4 20 3 5 20 3 6 20 3 7 20 3 8 20 3 9 20 4 0 20 4 1 20 4 2 20 4 3 20 4 4 20 4 5 20 4 6 20 4 7 20 4 8 20 4 9 20 5 0 30-Year Projected CalPERS Costs -UAL & Normal Cost Miscellaneous Normal Cost Safety Normal Cost Miscellaneous UAL Safety UAL $5.5M in cumulative increases over 2020 levels Page 566 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 4 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. given that these costs will be dependent on future employee turnover, which is difficult to predict (costs for classic employees will increase with payroll increases, but off-set by lower costs for new PEPRA employees). As shown, annual costs are rapidly increasing (from $5.8 million in FYE 2020 to $7.4 million in FYE 2025 to $8.1 million in FYE 2030. As depicted in the red triangle below, on a cumulative basis, the City is projected to face $5.5 million of increased PERS required payments above 2020 levels over the next 5 years. Why Is My Payment Schedule Increasing So Rapidly and Then Declining? – The City’s UAL is comprised of several components (called “bases”), each of which has a different time period for repayment. This schedule is shown in the “Schedule of Plan’s Amortization Bases” section of the 2019 PERS actuarial report. When viewed in totality, the majority of the bases and applicable UAL are being amortized over the next 25 years. Additionally, most of the recent increases are being amortized on a “step-up” schedule, meaning that the increases are phased in over the first five (5) years before plateauing at the full 100% required payment. This exacerbates the increasing repayment shape in the near term. Given that many amortization bases are paid off over the next 15 to 20 years, the City may see a drop off in payments starting around FYE 2032 (assuming no major changes to the UAL structure moving forward). What Costs are Attributable to Only the General Fund and How Much of the Total Budget is That? – The chart below illustrates projected PERS costs that are attributable to the City’s General Fund. Based on an approximate 45% allocation of Miscellaneous Plan costs to the City’s other enterprises, only the remaining 55% of this Plan’s costs are included in the chart below. Since it is prudent to view these General Fund PERS costs in combination with the City’s other General Fund-backed debt service, the grey portion of the bar chart reflects estimated debt service attributable to the City’s leases. The slightly front-loaded nature of these lease payments, combined with rising PERS costs, will put pressure on the City’s budget over the next five years, with PERS and debt costs currently representing a combined 19% of the City’s overall General Fund budget. ALTERNATIVE REPAYMENT AND COST MANAGEMENT STRATEGIES While there is no “magic bullet” to solve the issue of rising pension costs, there are several strategies that municipalities have undertaken to better manage these costs and/or create alternative repayment schedules. The information presented on the next page provides a quick summary of each. Aside from these five (5) pension specific strategies outlined, the City can also evaluate other internal cost cutting/budgetary measures. NHA can provide a more precise analysis if the City is interested in learning more about any of the five strategies shown below and the cost/benefits of each. $0 $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 20 2 0 20 2 1 20 2 2 20 2 3 20 2 4 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 20 3 0 20 3 1 20 3 2 20 3 3 20 3 4 20 3 5 20 3 6 20 3 7 20 3 8 20 3 9 20 4 0 20 4 1 20 4 2 20 4 3 20 4 4 20 4 5 20 4 6 20 4 7 20 4 8 20 4 9 20 5 0 General Fund Debt and Pension Costs General Fund Pension Costs General Fund Debt Payments Total GF & CalPERS Payments Represent about 19% of Total GF Budget 55% Miscellaneous Plan Costs + 100% Safety Plan Costs Page 567 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 5 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. A. Pre-Pay UAL at Beginning of Fiscal Year Instead of making monthly payments, the City can prepay its annual UAL payment and receive an approximate 3.5% discount (half the discount rate) on the required amount. This prepayment is often made from cash reserves or from the proceeds of a Tax and Revenue Anticipation Note (TRAN). For FYE 2021, these savings would amount to about $142,000. B. Exit CalPERS Many cities have expressed interest in leaving PERS. Unfortunately, at an estimated cost of over $140 million to the City (per the “Hypothetical Termination Liability” section of the PERS report), this option is extremely cost prohibitive given that PERS uses a “risk-free” rate of return to calculate this payment. Hypothetical rates of return of 2.50% and 3.25% were used in the most recent 2019 PERS actuarial report, translating to an estimated termination payment somewhere between $148 million and $276 million. C. Fresh Start The City can use the Fresh Start option that PERS provides to shorten the amortization period and create a more linear payment structure. The UAL remains the same and is amortized at the same discount rate, so there is no present value savings to the modified structure. Assuming a 15-year Fresh Start for the Miscellaneous Plan and 15-year for the Safety Plan (per the alternative schedules shown in the “Amortization Schedule and Alternatives” section of the PERS reports) cumulative annual payments are higher by approximately $15.4 million through the new 15-year amortization, with approximately $31.6 million in cash flow savings after Year 15, where all of the savings are expected to be realized. A shorter Fresh Start time horizon would increase payments in the near term even further, but would also reduce overall cumulative payments as less interest would be accrued over time. However, it is also important to note that once a Fresh Start is initiated, the City would not be allowed to revert back to its current amortization schedule. Pre-Pay UAL at Start of Year Exit CalPERS Request “Fresh-Start” Amortization Use Cash Reserves to Pay Extra Borrow Money to Pay Down Portion of UAL 1. Direct Pay-Down of UAL with PERS 2. Section 115 Trust •New linear payment shape 1.Internal Loan 2.POB Issuance•Cost prohibitive•3.5% discount $0 $2,000,000 $4,000,000 $6,000,000 $8,000,000 20 2 1 20 2 2 20 2 3 20 2 4 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 20 3 0 20 3 1 20 3 2 20 3 3 20 3 4 20 3 5 20 3 6 20 3 7 20 3 8 20 3 9 20 4 0 20 4 1 20 4 2 20 4 3 20 4 4 20 4 5 20 4 6 20 4 7 20 4 8 20 4 9 20 5 0 Ukiah 15-Year Fresh Start Analysis Current UAL Payments 15-Year Fresh-Start Payments Years 16-30: $31.6M in Total Savings Page 568 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 6 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. D. Use Cash to Increase Contributions The City can use cash reserves to make additional contributions in one of two ways. It can directly pay off a portion of the amortization bases with PERS or it can set up a separate Section 115 trust that is managed by a separate entity, such as Public Agency Retirement Services (PARS). For a direct pay down, the City can choose any amortization base within either of its plans and will get credit at the discount rate of 7.0%, thereby eliminating the future payments associated with that amortization base that is paid off. It is important to note that the longer (maturity) the amortization base is, the more cumulative cash flow savings there is, but less on an annual basis. Conversely, a shorter amortize base paid off translates into more annual savings, but less on a cumulative basis. As of June 30, 2019, the City’s FY 2019 CAFR estimates a FYE General Fund balance of approximately $3.3 million. We acknowledge however, per the City’s Financial Management Policy, the City’s commitment to maintain reserves of at least 25% of operating expenditures ($19.9 million of operating expenditures in FYE 2019). For illustrative purposes, the table to the right depicts the future payment reductions from a $1.0 million pay-down, both for a 10-year base, and a 20-year base. A Section 115 Trust is a separate account managed by a third party, but can only be used to fund pension and OPEB costs. The key benefit of this trust is flexibility, meaning that the City can elect when and how it would like to utilize the funds. The funds can be invested in a variety of ways, with varying investment objectives available based on the City’s desired risk tolerance. Funds can be left in the account to grow over time, can be used to make additional contributions directly to PERS, or can be used to make the City’s required annual PERS payments during challenging budgetary years. E. Restructure Portion of UAL to Smooth Payments Some cities have borrowed money (either internally from other funds, or publicly from investors through a Pension Obligation Bond (POB) issuance) to pay down a portion of their UAL and replace those PERS payments with new payments at a lower interest rate. It is important to note that any prepayment of UAL is not without risks, most notably, reinvestment/market timing risk in this instance. The general rule is that a borrowing will produce positive present value (PV) savings if the investment earnings earned by PERS is greater than the rate paid on the new borrowing. The ability to restructure (“smooth-out”) the overall payment shape to enhance budget predictability is, in our view, a more important consideration than trying to create PV savings through arbitrage. Over the past year or two, several cities have issued POBs, including the cities of Pacifica, Hawthorne, Glendora, Marysville, Baldwin Park, La Verne, Monrovia, Brawley and Chowchilla. Most of them have utilized a “smoothing” strategy for the new amortization in order to (1) create near term cash flow savings, (2) stabilize and lower pension costs as a % of payroll and (3) enhance long term budget predictability. The graphic below visually depicts the smoothing technique utilized by four of these cities. Also as shown, interest rates on the POBs ranged from about 2.85% to 4.26%. Note that these are best estimates based on our review of each City’s actuarial reports and official statement for each of the POB transactions. Fiscal Year 20-Year Amortization Base 10 Year Amortization Base 2020 74,712 123,926 2021 76,673 127,179 2022 78,686 130,517 2023 80,752 133,943 2024 82,871 137,459 2025 85,047 141,068 2026 87,279 144,771 2027 89,570 148,571 2028 91,921 152,471 2029 94,334 156,473 2030 96,811 - 2031 99,352 - 2032 101,960 - 2033 104,636 - 2034 107,383 - 2035 110,202 - 2036 113,095 - 2037 116,063 - 2038 119,110 - 2039 122,237 - Reduced Payments 1,932,696 1,396,379 Initial Deposit (1,000,000)(1,000,000) Net Savings 932,696 396,379 Reduced Payments from $1.0 Million Pay Down Estimated payments assume a 7.00% Discount Rate and 2.625% Annual Payroll Growth. Page 569 of 658 CITY OF UKIAH NHA 2019-20 PENSION SUMMARY REPORT 8-YEAR HISTORY THROUGH JUNE 30, 2018 PAGE 7 Disclaimer: NHA Advisors, LLC is not registered or licensed as an actuary. In the current market environment, a strategically structured POB for Ukiah could potentially generate around $1.0 million to $1.6 million of annual cash flow savings over the next 15 years. Ultimately, these annual savings are dependent on the size of the issuance (how much UAL is paid off), the structure/amortization of the new POB, and the interest rate market. Generally speaking, a smaller POB ($20M - $30M, funding 35-50% of the UAL) would generate savings on the lower end of that range while a larger POB ($45M - $55M, funding over 80% of UAL) would project savings on the upper range of that range. If a POB is evaluated by the City, it is important to analyze all options available to carefully tailor the strategy to the City’s budgetary objectives. This includes evaluating pro- rata vs. selective amortization base pay-offs, various sizes of UAL paid off, and different amortization shapes for the new debt (i.e. flat vs 2% annual escalating). It is also critical to evaluate the core risk of any POB, which is reinvestment and market timing risk, and develop strategies to help mitigate these risks. NHA can help estimate the impact of poor market timing and a significant crash immediately after a POB is issued. Beyond this initial worst-case breakeven analysis, we often recommend considering the services of a professional actuary to conduct more comprehensive stress-testing to quantity the risks associated and evaluate a status quo vs. POB scenario under a myriad of reinvestment scenarios by CalPERS, and particularly under a recessionary scenario. OTHER RESOURCES • NHA 2019 Pension White Paper (“Pension Costs: The Everchanging Landscape”) o http://nhaadvisors.com/wp-content/uploads/2018/09/NHA-Pension-White-Paper-Fall-2019.pdf • League of California Cities: https://www.cacities.org/ o Pension: https://www.cacities.org/Policy-Advocacy/Hot-Issues/Retirement-System-Sustainability • Government Finance Officers Association: http://www.gfoa.org/ o Pension: http://www.gfoa.org/pension-resource-center • CalPERS: https://www.calpers.ca.gov/ • List of Actuaries: https://www.calpers.ca.gov/docs/opeb-actuaries.pdf $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 20 2 1 20 2 3 20 2 5 20 2 7 20 2 9 20 3 1 20 3 3 20 3 5 20 3 7 20 3 9 20 4 1 20 4 3 20 4 5 20 4 7 Glendora $64M POB (100% UAL; 2.85% Interest Rate ) Miscellaneous Total Safety 2019 POB $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 20 2 1 20 2 3 20 2 5 20 2 7 20 2 9 20 3 1 20 3 3 20 3 5 20 3 7 20 3 9 20 4 1 20 4 3 20 4 5 20 4 7 20 4 9 Hawthorne $120M POB (100% UAL; 3.61% Interest Rate) Miscellaneous Total Safety 2019 POB $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 20 2 0 20 2 2 20 2 4 20 2 6 20 2 8 20 3 0 20 3 2 20 3 4 20 3 6 20 3 8 20 4 0 20 4 2 20 4 4 20 4 6 20 4 8 La Verne $54 POB (100% UAL; 4.26% Interest Rate) Total Miscellaneous Total Safety 2018 POB $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 20 1 9 20 2 1 20 2 3 20 2 5 20 2 7 20 2 9 20 3 1 20 3 3 20 3 5 20 3 7 20 3 9 20 4 1 20 4 3 20 4 5 20 4 7 Monrovia $112M POB (100% UAL; 4.05% Interest Rate) Miscellaneous Total Safety 2017 POB Page 570 of 658 City of Ukiah Hypothetical UAL Restructuring Savings 1 $(1.0) $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 20 2 1 20 2 2 20 2 3 20 2 4 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 20 3 0 20 3 1 20 3 2 20 3 3 20 3 4 20 3 5 20 3 6 20 3 7 20 3 8 20 3 9 20 4 0 20 4 1 20 4 2 20 4 3 20 4 4 20 4 5 20 4 6 20 4 7 20 4 8 20 4 9 20 5 0 20 5 1 Mi l l i o n s Current UAL Payments 77% UAL LRB - No Dissavings (27 Years) 77% UAL LRB - Level Payments (25 Years) 77% UAL LRB - 1% Esc. Payments (30 Years) 77% UAL LRB: Esc. Payments (27 Years) 77% UAL LRB: 2% Esc. Payments (27 Years) 77% UAL LRB: Level Payments (30 Years) Attachment 11 Page 571 of 658 Savings Analysis 2 Metrics 77% UAL LRB -No Dissavings (27 Years) 77% UAL LRB: Esc. Payments (27 Years) 77% UAL LRB - Level Payments (25 Years) 77% UAL LRB: 2% Esc. Payments (27 Years) 77% UAL LRB: Level Payments (30 Years) 77% UAL LRB -1% Esc. Payments (30 Years) UAL Funded ($)$43,000,000 $43,000,000 $43,000,000 $43,000,000 $43,000,000 $43,000,000 UAL Funded (%)77%77%77%77%77%77% New Funded Ratio 92%92%92%92%92%92% Average Life of New Debt 13.5 Years 13.7 Years 15.8 Years 19.8 Years 21.3 Years 22.0 Years All-In Interest Rate 3.84%3.85%3.92%4.06%4.10%4.12% PV Savings (%)28.51%28.28%26.93%24.63%24.18%21.04% PV Savings ($)$12,258,502 $12,158,402 $11,580,349 $10,590,273 $10,399,523 $9,046,059 Cumulative Savings $15,262,116 $14,528,000 $10,102,913 $1,046,525 ($2,163,237)($7,776,439) Savings From 2021 to 2037 $15,127,849 $14,000,135 $21,216,937 $26,910,396 $27,797,575 $29,063,784 Average Savings (2021-2037)$889,873 $823,537 $1,248,055 $1,582,964 $1,635,151 $1,709,634 Attachment 11 Page 572 of 658 Savings Analysis: No Dissavings (27 Years) 77% UAL LRB -No Dissavings (27 Years) FY Current UAL Payment Unrefunded UAL Payment LRB Debt Service FY 21 Proceeds from Bond Total New Payments Savings PV Savings 2021 4,086,083 4,086,083 (28,606)(5,000,000)(942,523)5,028,606 5,028,606 2022 4,518,673 1,018,978 3,165,249 0 4,184,227 334,446 318,342 2023 4,440,951 1,001,452 3,259,929 0 4,261,381 179,570 164,692 2024 4,710,180 1,062,164 3,276,011 0 4,338,175 372,005 328,743 2025 4,976,823 1,122,293 3,293,266 0 4,415,558 561,265 477,911 2026 4,965,125 1,119,655 3,375,384 0 4,495,039 470,086 385,680 2027 5,120,633 1,154,723 3,426,280 0 4,581,003 539,630 426,595 2028 5,261,452 1,186,478 3,391,544 0 4,578,022 683,430 520,577 2029 5,406,139 1,219,105 3,357,766 0 4,576,871 829,268 608,633 2030 5,545,404 1,250,510 3,325,724 0 4,576,234 969,170 685,379 2031 5,697,900 1,284,898 3,290,711 0 4,575,610 1,122,290 764,728 2032 5,676,907 1,280,164 3,296,920 0 4,577,084 1,099,823 722,096 2033 5,593,925 1,261,452 3,313,241 0 4,574,693 1,019,232 644,786 2034 5,359,404 1,208,566 3,369,095 0 4,577,661 781,743 476,515 2035 5,238,653 1,181,336 3,394,763 0 4,576,099 662,554 389,139 2036 5,021,795 1,132,434 3,445,189 0 4,577,623 444,172 251,365 2037 4,614,983 1,040,696 3,543,725 0 4,584,422 30,561 16,665 2038 3,789,294 854,500 2,952,793 0 3,807,294 (18,000)(9,457) 2039 3,536,565 797,509 2,748,604 0 3,546,114 (9,549)(4,834) 2040 3,351,040 755,672 2,601,177 0 3,356,850 (5,810)(2,834) 2041 3,241,068 730,873 2,513,280 0 3,244,153 (3,085)(1,450) 2042 2,679,054 604,137 2,067,740 0 2,671,878 7,176 3,250 2043 2,558,147 576,872 1,970,064 0 2,546,936 11,211 4,892 2044 2,241,161 505,390 1,716,620 0 2,222,011 19,150 8,052 2045 334,991 75,542 196,844 0 272,386 62,605 25,363 2046 65,537 14,779 74,425 0 89,204 (23,667)(9,239) 2047 146,577 33,054 74,425 0 107,479 39,098 14,706 2048 51,745 11,669 (19)0 11,650 40,095 14,531 2049 941 212 0 0 212 729 254 2050 18,480 4,167 0 0 4,167 14,313 4,816 2051 0 0 0 0 0 0 0 Total 108,249,630 27,575,365 70,412,149 (5,000,000)92,987,514 15,262,116 12,258,502 3 Attachment 11 Page 573 of 658 Savings Analysis: No Dissavings (27 Years; 2% Escalation) 77% UAL LRB: Esc. Payments (27 Years) FY Current UAL Payment Unrefunded UAL Payment LRB Debt Service FY 21 Proceeds from Bond Total New Payments Savings PV Savings 2021 4,086,083 4,086,083 (29,025)(5,000,000)(942,942)5,029,025 5,029,025 2022 4,518,673 1,018,978 2,924,858 0 3,943,836 574,837 547,061 2023 4,440,951 1,001,452 2,943,244 0 3,944,696 496,255 454,998 2024 4,710,180 1,062,164 2,981,440 0 4,043,604 666,576 588,799 2025 4,976,823 1,122,293 3,025,974 0 4,148,267 828,556 705,103 2026 4,965,125 1,119,655 3,130,534 0 4,250,189 714,936 586,153 2027 5,120,633 1,154,723 3,204,062 0 4,358,784 761,849 601,763 2028 5,261,452 1,186,478 3,280,870 0 4,467,348 794,104 604,292 2029 5,406,139 1,219,105 3,365,812 0 4,584,917 821,222 602,064 2030 5,545,404 1,250,510 3,449,126 0 4,699,636 845,768 597,375 2031 5,697,900 1,284,898 3,530,753 0 4,815,652 882,248 600,343 2032 5,676,907 1,280,164 3,659,406 0 4,939,570 737,337 483,379 2033 5,593,925 1,261,452 3,803,388 0 5,064,840 529,085 334,165 2034 5,359,404 1,208,566 3,985,543 0 5,194,110 165,294 100,579 2035 5,238,653 1,181,336 4,008,307 0 5,189,644 49,009 28,730 2036 5,021,795 1,132,434 3,839,324 0 4,971,758 50,037 28,260 2037 4,614,983 1,040,696 3,520,290 0 4,560,987 53,996 29,380 2038 3,789,294 854,500 2,880,717 0 3,735,217 54,077 28,347 2039 3,536,565 797,509 2,683,760 0 3,481,269 55,296 27,926 2040 3,351,040 755,672 2,538,509 0 3,294,182 56,858 27,664 2041 3,241,068 730,873 2,452,829 0 3,183,702 57,366 26,890 2042 2,679,054 604,137 2,014,407 0 2,618,544 60,510 27,326 2043 2,558,147 576,872 1,918,746 0 2,495,618 62,529 27,205 2044 2,241,161 505,390 1,672,218 0 2,177,608 63,553 26,639 2045 334,991 75,542 188,551 0 264,092 70,899 28,630 2046 65,537 14,779 76,333 0 91,112 (25,575)(9,950) 2047 146,577 33,054 76,333 0 109,387 37,190 13,939 2048 51,745 11,669 19,956 0 31,624 20,121 7,266 2049 941 212 0 0 212 729 254 2050 18,480 4,167 0 0 4,167 14,313 4,797 2051 0 0 0 0 0 0 0 Total 108,249,630 27,575,365 71,146,265 (5,000,000)93,721,630 14,528,000 12,158,402 4 Attachment 11 Page 574 of 658 Savings Analysis: Level Payments (25 Years) 77% UAL LRB -Level Payments (25 Years) FY Current UAL Payment Unrefunded UAL Payment LRB Debt Service FY 21 Proceeds from Bond Total New Payments Savings PV Savings 2021 4,086,083 4,086,083 (33,407)(5,000,000)(947,324)5,033,407 5,033,407 2022 4,518,673 1,018,978 3,105,823 0 4,124,801 393,872 374,471 2023 4,440,951 1,001,452 3,121,399 0 4,122,850 318,101 291,151 2024 4,710,180 1,062,164 3,062,934 0 4,125,098 585,082 515,538 2025 4,976,823 1,122,293 2,997,964 0 4,120,257 856,566 726,600 2026 4,965,125 1,119,655 3,000,602 0 4,120,256 844,869 689,944 2027 5,120,633 1,154,723 2,970,225 0 4,124,947 995,686 782,776 2028 5,261,452 1,186,478 2,936,816 0 4,123,294 1,138,158 861,407 2029 5,406,139 1,219,105 2,905,815 0 4,124,920 1,281,219 933,511 2030 5,545,404 1,250,510 2,872,818 0 4,123,328 1,422,076 997,492 2031 5,697,900 1,284,898 2,838,105 0 4,123,003 1,574,897 1,063,480 2032 5,676,907 1,280,164 2,840,990 0 4,121,154 1,555,753 1,011,366 2033 5,593,925 1,261,452 2,860,407 0 4,121,859 1,472,066 921,267 2034 5,359,404 1,208,566 2,912,221 0 4,120,788 1,238,616 746,252 2035 5,238,653 1,181,336 2,941,519 0 4,122,855 1,115,798 647,179 2036 5,021,795 1,132,434 2,991,643 0 4,124,077 897,718 501,268 2037 4,614,983 1,040,696 3,081,235 0 4,121,931 493,052 265,041 2038 3,789,294 854,500 3,267,384 0 4,121,884 (332,590)(172,115) 2039 3,536,565 797,509 3,325,380 0 4,122,889 (586,324)(292,105) 2040 3,351,040 755,672 3,365,809 0 4,121,482 (770,442)(369,514) 2041 3,241,068 730,873 3,393,860 0 4,124,734 (883,666)(408,009) 2042 2,679,054 604,137 3,519,352 0 4,123,489 (1,444,435)(642,052) 2043 2,558,147 576,872 3,546,980 0 4,123,852 (1,565,705)(669,997) 2044 2,241,161 505,390 3,617,553 0 4,122,944 (1,881,783)(775,217) 2045 334,991 75,542 4,047,502 0 4,123,044 (3,788,053)(1,502,312) 2046 65,537 14,779 80,426 0 95,205 (29,668)(11,327) 2047 146,577 33,054 0 0 33,054 113,523 41,726 2048 51,745 11,669 0 0 11,669 40,076 14,181 2049 941 212 0 0 212 729 248 2050 18,480 4,167 0 0 4,167 14,313 4,694 2051 0 0 0 0 0 0 0 Total 108,249,630 27,575,365 75,571,352 (5,000,000)98,146,717 10,102,913 11,580,349 5 Attachment 11 Page 575 of 658 Savings Analysis: Escalating Payments (27 Years) 77% UAL LRB: 2% Esc. Payments (27 Years) FY Current UAL Payment Unrefunded UAL Payment LRB Debt Service FY 21 Proceeds from Bond Total New Payments Savings PV Savings 2021 4,086,083 4,086,083 (34,777)(5,000,000)(948,694)5,034,777 5,034,777 2022 4,518,673 1,018,978 2,703,033 0 3,722,011 796,662 756,049 2023 4,440,951 1,001,452 2,321,547 0 3,322,998 1,117,953 1,019,993 2024 4,710,180 1,062,164 2,258,216 0 3,320,380 1,389,800 1,219,058 2025 4,976,823 1,122,293 2,269,591 0 3,391,884 1,584,939 1,336,543 2026 4,965,125 1,119,655 2,339,076 0 3,458,731 1,506,394 1,221,257 2027 5,120,633 1,154,723 2,376,080 0 3,530,802 1,589,831 1,239,132 2028 5,261,452 1,186,478 2,415,565 0 3,602,043 1,659,409 1,243,421 2029 5,406,139 1,219,105 2,457,404 0 3,676,509 1,729,630 1,245,994 2030 5,545,404 1,250,510 2,501,582 0 3,752,092 1,793,312 1,241,987 2031 5,697,900 1,284,898 2,543,021 0 3,827,919 1,869,981 1,245,077 2032 5,676,907 1,280,164 2,625,844 0 3,906,009 1,770,898 1,133,577 2033 5,593,925 1,261,452 2,723,787 0 3,985,239 1,608,686 989,981 2034 5,359,404 1,208,566 2,858,328 0 4,066,894 1,292,510 764,694 2035 5,238,653 1,181,336 2,969,026 0 4,150,363 1,088,290 619,009 2036 5,021,795 1,132,434 3,102,931 0 4,235,365 786,430 430,041 2037 4,614,983 1,040,696 3,283,393 0 4,324,090 290,893 152,926 2038 3,789,294 854,500 3,557,306 0 4,411,806 (622,512)(314,626) 2039 3,536,565 797,509 3,699,961 0 4,497,470 (960,905)(466,901) 2040 3,351,040 755,672 3,836,640 0 4,592,313 (1,241,273)(579,842) 2041 3,241,068 730,873 3,952,272 0 4,683,146 (1,442,078)(647,634) 2042 2,679,054 604,137 4,176,413 0 4,780,550 (2,101,496)(907,335) 2043 2,558,147 576,872 4,298,458 0 4,875,330 (2,317,183)(961,829) 2044 2,241,161 505,390 4,473,911 0 4,979,301 (2,738,140)(1,092,675) 2045 334,991 75,542 5,003,901 0 5,079,443 (4,744,452)(1,820,203) 2046 65,537 14,779 5,167,824 0 5,182,603 (5,117,066)(1,887,352) 2047 146,577 33,054 4,755,699 0 4,788,753 (4,642,176)(1,646,083) 2048 51,745 11,669 (8,291)0 3,378 48,367 16,488 2049 941 212 0 0 212 729 239 2050 18,480 4,167 0 0 4,167 14,313 4,510 2051 0 0 0 0 0 0 0 Total 108,249,630 27,575,365 84,627,740 (5,000,000)107,203,105 1,046,525 10,590,273 6 Attachment 11 Page 576 of 658 Savings Analysis: Level Payments (30 Years) 77% UAL LRB: Level Payments (30 Years) FY Current UAL Payment Unrefunded UAL Payment LRB Debt Service FY 21 Proceeds from Bond Total New Payments Savings PV Savings 2021 4,086,083 4,086,083 (31,199)(5,000,000)(945,116)5,031,199 5,031,199 2022 4,518,673 1,018,978 2,693,050 0 3,712,028 806,645 765,152 2023 4,440,951 1,001,452 2,708,520 0 3,709,971 730,980 666,363 2024 4,710,180 1,062,164 2,651,632 0 3,713,796 996,384 872,915 2025 4,976,823 1,122,293 2,589,369 0 3,711,662 1,265,161 1,065,200 2026 4,965,125 1,119,655 2,591,012 0 3,710,667 1,254,458 1,015,035 2027 5,120,633 1,154,723 2,556,183 0 3,710,905 1,409,728 1,096,227 2028 5,261,452 1,186,478 2,525,075 0 3,711,553 1,549,899 1,158,266 2029 5,406,139 1,219,105 2,492,957 0 3,712,062 1,694,077 1,216,684 2030 5,545,404 1,250,510 2,460,234 0 3,710,744 1,834,660 1,266,311 2031 5,697,900 1,284,898 2,427,088 0 3,711,987 1,985,913 1,317,301 2032 5,676,907 1,280,164 2,432,876 0 3,713,040 1,963,867 1,251,920 2033 5,593,925 1,261,452 2,451,655 0 3,713,106 1,880,819 1,152,263 2034 5,359,404 1,208,566 2,500,890 0 3,709,456 1,649,948 971,437 2035 5,238,653 1,181,336 2,530,467 0 3,711,803 1,526,850 863,934 2036 5,021,795 1,132,434 2,577,132 0 3,709,566 1,312,229 713,566 2037 4,614,983 1,040,696 2,669,527 0 3,710,223 904,760 472,822 2038 3,789,294 854,500 2,859,643 0 3,714,144 75,150 37,743 2039 3,536,565 797,509 2,912,966 0 3,710,475 (173,910)(83,940) 2040 3,351,040 755,672 2,955,901 0 3,711,573 (360,533)(167,236) 2041 3,241,068 730,873 2,983,667 0 3,714,540 (473,472)(211,066) 2042 2,679,054 604,137 3,105,587 0 3,709,724 (1,030,670)(441,554) 2043 2,558,147 576,872 3,136,358 0 3,713,230 (1,155,083)(475,573) 2044 2,241,161 505,390 3,206,787 0 3,712,178 (1,471,017)(582,051) 2045 334,991 75,542 3,638,406 0 3,713,948 (3,378,957)(1,284,891) 2046 65,537 14,779 3,695,914 0 3,710,692 (3,645,155)(1,332,109) 2047 146,577 33,054 3,680,642 0 3,713,695 (3,567,118)(1,252,798) 2048 51,745 11,669 3,697,986 0 3,709,655 (3,657,910)(1,234,629) 2049 941 212 3,714,162 0 3,714,374 (3,713,433)(1,204,534) 2050 18,480 4,167 3,709,379 0 3,713,546 (3,695,066)(1,151,875) 2051 0 0 3,713,636 0 3,713,636 (3,713,636)(1,112,558) Total 108,249,630 27,575,365 87,837,502 (5,000,000)110,412,867 (2,163,237)10,399,523 7 Attachment 11 Page 577 of 658 Savings Analysis: Escalating Payments (30 Years) 77% UAL LRB -1% Esc. Payments (30 Years) FY Current UAL Payment Unrefunded UAL Payment LRB Debt Service FY 21 Proceeds from Bond Total New Payments Savings PV Savings 2021 4,086,083 4,086,083 (32,919)(5,000,000)(946,836)5,032,919 5,032,919 2022 4,518,673 1,018,978 2,735,297 0 3,754,275 764,398 724,882 2023 4,440,951 1,001,452 2,400,182 0 3,401,634 1,039,317 946,994 2024 4,710,180 1,062,164 2,340,672 0 3,402,836 1,307,344 1,144,566 2025 4,976,823 1,122,293 2,316,126 0 3,438,418 1,538,405 1,294,115 2026 4,965,125 1,119,655 2,350,445 0 3,470,100 1,495,025 1,208,377 2027 5,120,633 1,154,723 2,353,174 0 3,507,897 1,612,736 1,252,474 2028 5,261,452 1,186,478 2,359,413 0 3,545,891 1,715,561 1,280,156 2029 5,406,139 1,219,105 2,364,216 0 3,583,321 1,822,818 1,306,927 2030 5,545,404 1,250,510 2,367,781 0 3,618,291 1,927,113 1,327,599 2031 5,697,900 1,284,898 2,370,177 0 3,655,076 2,042,824 1,352,204 2032 5,676,907 1,280,164 2,415,617 0 3,695,781 1,981,126 1,260,012 2033 5,593,925 1,261,452 2,468,097 0 3,729,548 1,864,377 1,139,325 2034 5,359,404 1,208,566 2,560,024 0 3,768,591 1,590,813 934,082 2035 5,238,653 1,181,336 2,626,057 0 3,807,393 1,431,260 807,487 2036 5,021,795 1,132,434 2,717,625 0 3,850,059 1,171,736 635,182 2037 4,614,983 1,040,696 2,848,273 0 3,888,970 726,013 378,150 2038 3,789,294 854,500 3,075,090 0 3,929,590 (140,296)(70,213) 2039 3,536,565 797,509 3,173,366 0 3,970,875 (434,310)(208,844) 2040 3,351,040 755,672 3,254,260 0 4,009,933 (658,893)(304,431) 2041 3,241,068 730,873 3,322,955 0 4,053,828 (812,760)(360,818) 2042 2,679,054 604,137 3,488,686 0 4,092,823 (1,413,769)(603,053) 2043 2,558,147 576,872 3,561,051 0 4,137,923 (1,579,776)(647,477) 2044 2,241,161 505,390 3,670,855 0 4,176,246 (1,935,085)(762,045) 2045 334,991 75,542 4,144,532 0 4,220,074 (3,885,083)(1,470,050) 2046 65,537 14,779 4,251,476 0 4,266,255 (4,200,718)(1,527,238) 2047 146,577 33,054 4,277,462 0 4,310,516 (4,163,939)(1,454,585) 2048 51,745 11,669 4,342,728 0 4,354,397 (4,302,652)(1,444,184) 2049 941 212 4,398,794 0 4,399,006 (4,398,065)(1,418,402) 2050 18,480 4,167 4,440,763 0 4,444,931 (4,426,451)(1,371,655) 2051 0 0 4,488,428 0 4,488,428 (4,488,428)(1,336,395) Total 108,249,630 27,575,365 93,450,704 (5,000,000)116,026,069 (7,776,439)9,046,059 8 Attachment 11 Page 578 of 658 MEMORANDUM OF 2020A LEASE AGREEMENT 1 RECORDING REQUESTED BY: City of Ukiah WHEN RECORDED MAIL TO: The Weist Law Firm 20 South Santa Cruz Avenue, Suite 300 Los Gatos, California 95030 Attn: Cameron A. Weist, Esq. ) ) ) ) ) ) ) ) ) (DO NOT WRITE ABOVE LINE - SPACE FOR RECORDERS USE ONLY) THIS IS A FINANCING DOCUMENT RECORDED FOR THE BENEFIT OF THE CITY OF UKIAH. THIS TRANSACTION IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. MEMORANDUM OF 2020A LEASE AGREEMENT This Memorandum of 2020A Lease Agreement (this “Memorandum of 2020A Lease Agreement”), is entered into as of October 1, 2020, by and between the UKIAH PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as sublessor (the “Authority”), and the CITY OF UKIAH, a municipal corporation and general law city duly organized and validly existing under the constitution and laws of the State of California, as sublessee (the “City”), who agree as follows: Section 1. The 2020A Lease. The City leases from the Authority and the Authority leases to the City, certain real property described in paragraph 2 hereof, and the improvements situated upon said real property, upon the terms and conditions, and for the term, more fully set forth in the 2020A Lease Agreement, dated as of October 1, 2020, by and between the Authority, as sublessor, and the City, as sublessee (the “2020A Lease Agreement”), all of the provisions of which are hereby incorporated into this Memorandum of 2020A Lease Agreement by reference. Section 2. Leased Premises; Term. The Authority subleases, lets and demises unto the City and the City subleases, hires and takes from the Authority, certain land and related real property which is located in the City of Ukiah, State of California, and is more particularly described in Exhibit A attached hereto and made a part hereof (the “2020A Site”), along with all improvements on and to the 2020A Site (the “2020A Facilities,” and together with the 2020A Site, the “2020A Leased Facilities”). The 2020A Lease Agreement is for a term commencing on the date of recordation of this Memorandum of 2020A Lease Agreement and ending on October 1, 20_, or such earlier or later date on which the 2020A Base Rental Payments (as defined in the 2020A Lease Agreement) are paid in full or provision has been made for such payment in accordance with the 2020A Lease Agreement. Attachment 12 Page 579 of 658 MEMORANDUM OF 2020A LEASE AGREEMENT 2 Section 3. Assignment of Lessor’s Rights Under 2020A Lease Agreement. Pursuant to the 2020A Assignment Agreement dated as of October 1, 2020, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), recorded concurrently herewith, the Authority has agreed to assign and transfer to the Trustee, certain of its rights under the 2020A Lease Agreement, and in consideration of such assignment and the execution of the Indenture dated as of October 1, 2020, by and between the Trustee and the Authority, the Trustee has agreed to authenticate and deliver the Bonds (as defined in the Indenture), which are payable from the 2020A Base Rental Payments to be made by the City under the 2020A Lease Agreement. Section 4. Provisions Binding on Successors and Assigns. Subject to the provisions of the 2020A Lease Agreement relating to assignment and subletting, the 2020A Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 5. Purpose of Memorandum. This Memorandum of 2020A Lease Agreement is prepared for the purpose of recordation, and it in no way modifies the provisions of the 2020A Lease Agreement. Section 6. Execution. This Memorandum of 2020A Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature page to follow on next page] Attachment 12 Page 580 of 658 MEMORANDUM OF 2020A LEASE AGREEMENT 3 IN WITNESS WHEREOF, the Authority has caused this Memorandum of 2020A Lease Agreement to be executed in its name by its duly authorized officers; and the City has caused this Memorandum of 2020A Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written. UKIAH PUBLIC FINANCING AUTHORITY, as sublessor By: Daniel Buffalo, Treasurer Attest: By: Kristine Lawler, City Clerk CITY OF UKIAH, CALIFORNIA, as sublessee By: Sage Sangiacomo, City Manager Attest: By: Kristine Lawler, City Clerk Attachment 12 Page 581 of 658 MEMORANDUM OF 2020A LEASE AGREEMENT Exhibit A-1 EXHIBIT A DESCRIPTION OF THE LEASED FACILITIES ALL THAT CERTAIN REAL PROPERTY (ALONG WITH ALL IMPROVEMENTS, FIXTURES AND FACILITIES AT ANY TIME SITUATED THEREON) SITUATED IN THE CITY OF UKIAH, COUNTY OF MENDOCINO, STATE OF CALIFORNIA, AND ANY IMPROVEMENTS THERETO, DESCRIBED AS FOLLOWS: Attachment 12 Page 582 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF MENDOCINO On , before me, _________________________________, (Date) (Name and Title of officer) personally appeared ____________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 12 Page 583 of 658 ALL CAPACITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF MENDOCINO On , before me, _________________________________, (Date) (Name and Title of officer) personally appeared ____________________________________________________, (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________________ Signature of officer (Seal) Attachment 12 Page 584 of 658 Page 1 of 2 Agenda Item No: 12.a. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-352 AGENDA SUMMARY REPORT SUBJECT: Receive Status Report and Consider Any Action or Direction Related to the Novel Coronavirus (COVID-19) Emergency Including Operational Preparedness and Response; Continuity of City Operations and Services; Community and Business Impacts; and Any Other Related Matters. DEPARTMENT: City Manager / Admin PREPARED BY: Tami Bartolomei, Office of Emergency Management Coordinator PRESENTER: Tami Bartolomei, Office of Emergency Management Coordinator ATTACHMENTS: None Summary: The City Council will receive a status report and consider any action or direction related to the Novel Coronavirus (COVID-19) Emergency including operational preparedness and response; continuity of City operations and services; community and business impacts; and any other related matters. Background: On March 4, 2020, California Governor Gavin Newsom declared a State of Emergency in California in response to the COVID-19 pandemic. The County of Mendocino declared a State of Emergency related to the COVID-19 on March 4, 2020. On March 17, 2020, the City Manager acting as the Director of Emergency Services declared the existence of a local emergency. On March 18, 2020, City Council approved a Resolution ratifying the proclamation declaring the existence of a local emergency. Since the onset of the emergency, the City of Ukiah has worked to respond to the public health and safety needs of the community in cooperation with the County of Mendocino and other partners. The local response for public health is lead regionally by the County of Mendocino and the County's Public Health Officer. In addition, the City of Ukiah has worked to maintain the continuity of public services including public safety, water, sewer, electric, airport, public works, and other essential activities. Discussion: As the coronavirus “COVID-19” continues to evolve, the City of Ukiah continues to monitor the situation and respond to emerging needs of the community. The City is in continued contact with local and state agencies, as well as community partners, hospitals, schools, and neighboring cities to ensure we have the most updated information pertaining to COVID-19 and are coordinating efforts. Reports and/or information from the City of Ukiah's Emergency Operation Center (EOC) will include: * Emergency Operation Center (EOC) Status * COVID-19 Case Updates * Public Information Officer * Medical Services * School/Education Page 585 of 658 Page 2 of 2 * Public Safety (Police/Fire/EMS) * Shelter in Place Monitoring and Compliance * Community Service Groups * Homeless Response * Business Impacts/Services * Public Infrastructure/Construction Status * City Finance * Recovery Efforts and Planning * Other Related matters Staff will provide a status report to City Council and will seek direction or action on operational preparedness and response; continuity of City operations and services; community and business impacts; and any other related matters. Go to the City's website (www.cityofukiah.com) for direct access to information related to the Novel Coronavirus (COVID-19) emergency including local updates, City Services, Community/Resident Information, and Business Resources. Recommended Action: Receive status report and consider any action or direction related to the Novel Coronavirus (COVID-19) Emergency including operational preparedness and response; continuity of City operations and services; community and business impacts; and any other related matters. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Sage Sangiacomo, City Manager Page 586 of 658 Page 1 of 2 Agenda Item No: 12.b. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-526 AGENDA SUMMARY REPORT SUBJECT: Annual Report Regarding the Visit Ukiah Program and Authorization for City Manager to Negotiate and Execute Performance Agreement between the Greater Ukiah Chamber of Commerce and the City of Ukiah for Continued Administration of the Program for Fiscal Year 2020-21. DEPARTMENT: Economic Development PREPARED BY: Shannon Riley, Deputy City Manager PRESENTER: Shannon Riley, Deputy City Manager. ATTACHMENTS: 1. Greater Ukiah Chamber of Commerce 2019-07-01 Summary: The City Council will receive a presentation regarding the Visit Ukiah program and consider authorizing the City Manager to negotiate and execute a performance agreement between the Greater Ukiah Chamber of Commerce and the City of Ukiah for the continued administration of the program. Background: In 2007, Ukiah residents voted to increase the transient occupancy tax (TOT) from 8% to 10% in part to create a mechanism for funding the promotion of tourism to the Ukiah area. Tourism has become an increasingly important economic driver for the community, and TOT revenue has more than doubled since the program began. Originally, the program was administered by the Chamber of Commerce. In 2011, it was transferred to the City of Ukiah, and beginning with the 2019-20 fiscal year, it has been transferred to the Greater Ukiah Business and Tourism Alliance, which represents the merger of the Greater Ukiah Chamber of Commerce, the Ukiah Main Street Program, and Visit Ukiah. The performance agreement for that year is provided as Attachment 1. Discussion: Oversight for the program is provided by Deputy City Manager Shannon Riley, who serves as staff liaison to the Board of Directors, and Facilities Administrator Kerry Randall, who serves as the Board President. Katrina Kessen, the Executive Director for the Greater Ukiah Business and Tourism Alliance, will present the annual report for the Visit Ukiah program. In spite of challenges presented by COVID-19 and staffing changes mid-year, this organization has served an important role within the business community and has formed strong alliances with the Economic Development and Financing Corporation, the West Business Development Center, Visit Mendocino, and the other Chambers of Commerce in the County. At this time, Staff recommends that the Council authorize the City Manager to negotiate and execute a performance agreement for the continued administration of the Visit Ukiah program by the Chamber of Commerce, which serves as the fiscal agent for the Greater Ukiah Business and Tourism Alliance. Recommended Action: Receive a presentation regarding the Visit Ukiah program and consider authorizing the City Manager to negotiate and execute a performance agreement between the Greater Ukiah Chamber of Commerce and the City of Ukiah for the continued administration of the program. BUDGET AMENDMENT REQUIRED: n/a Page 587 of 658 Page 2 of 2 CURRENT BUDGET AMOUNT: $87,000 PROPOSED BUDGET AMOUNT: n/a FINANCING SOURCE: Transient Occupancy Tax Revenue; 10112700 PREVIOUS CONTRACT/PURCHASE ORDER NO.: 1819-229 COORDINATED WITH: Greater Ukiah Business and Tourism Alliance Page 588 of 658 COU No. TOT MEASUREXPERFORMANCEAGREEMENT BETWEEN THE CITY OF UKIAH AND THE GREATER UKIAH CHAMBER OF COMMERCE This Agreement is made this I day of July, 2019, by and between the City of Ukiah, herein called City," and the Greater Ukiah Chamber of Commerce, a California not for profit corporation formed pursuant to the laws of the State of California, herein called "Chamber." RECITALS 1. The City is desirous of creating a quality promotional program for the Greater Ukiah area, the City of Ukiah, and Ukiah's tourism industry. 2. In November 2006, the voters of the City of Ukiah passed Measure X, which raised the transient occupancy tax (TOT) in the City from 8% to 10%. City Council Resolution No. 2006-68 ("Resolution"), as amended August 28, 2006, specified that for the first two years after the increase goes into effect, 75% of the additional revenue produced by the tax increase would be spent on promotion of the City of Ukiah and its tourist industry, and 50% thereafter. 3. The Resolution provides that the revenues expended for promotion of the City of Ukiah and its tourist industry shall be administered by the Greater Ukiah Chamber of Commerce, subject to an annual performance agreement with the City of Ukiah. 4. The Chamber agrees to perform this function on behalf of the City. The parties have entered this performance agreement to comply with the Resolution. NOW, THEREFORE, in consideration of the above -recited facts and agreement contained herein, it is agreed as follows: A. TERM This Agreement shall be effective from July 1, 2019 and shall terminate on June 30, 2020. B. SCOPE OF SERVICES The Chamber shall carry on promotional activities as Visit Ukiah with and on behalf of the City. These activities shall be carried out in cooperation and coordination with the City. These services shall include, but are not limited to, the work plan attached as Exhibit A. C. REPRESENTATION Visit Ukiah shall be represented by an Advisory Board comprised of individuals representing the various segments of the hospitality industry including, but not limited to, lodging, arts and culture, wine, and restaurants. Three Advisory Board members shall serve on the Executive Board of the Chamber (dba Greater Ukiah Business and Tourism Alliance); additionally, one City of Ukiah Staff Liaison and one City Council Liaison may be appointed to the Executive Board. D. RECORDS. REPORTS AND ACCOUNTABILITY The Chamber shall, by June 30, 2020 furnish the City with a written annual report, covering the activities and services performed during the term of this Agreement. The report shall include the type and scope of promotional activities implemented under this agreement and measures Attachment 1 Page 589 of 658 documenting the success of the promotional activities. Such report shall identify and quantify all work program tasks and objectives completed during the term of this agreement and detail and quantify the impact of completed program objectives on promotion and tourism for the City of Ukiah. The report shall also itemize and quantify any uncompleted program work tasks or goals, provide justification for failure to complete any tasks or goals, and forward recommendations for how those tasks or goals might be successfully completed in the future. Chamber shall maintain a bookkeeping system and books of account in accordance with generally accepted accounting principles consistently applied, which are capable of audit and which account for the funds provided to the Chamber pursuant to this Agreement, identifying how the funds were used to provide the services described in the work plan. The City shall have access to said books of account during regular business hours for purposes of inspection and audit. Chamber shall fully cooperate with the City and its agents and accountants during any such inspection and audit, including, but not limited to, making its employees, accountants, bookkeepers, or officials available to provide any requested information or documents. Chamber shall furnish a. detailed report by June 30, 2020, covering the annual activities of the promotional program undertaken on behalf of the City. Furthermore, the Chamber shall provide verbal reports to the Ukiah City Council at regularly scheduled Council meetings by January 31, 2020 and again by June 30, 2020, detailing the activities undertaken pursuant to this agreement. The presentation shall include a summary of the items identified in the written report. Any and all future Agreements between the Chamber and the City be predicated on the Chamber's on-going ability to accomplish the prescribed services contained in the "Scope of Services" and completion/submission of the identified reports. E. FINANCIAL COMPENSATION BY CITY In consideration of Chamber's performance of the above services, and under the terms of this Agreement, the City shall disburse to Chamber quarterly payments based on the same period from the prior year; the final payment shall include a reconciliation based on actual receipts, due to the Chamber no later than August 15, 2020. This sum of money shall constitute the entirety of the City's financial contribution to Chamber for the term and scope of services detailed in this Agreement. Of the disbursements provided by City to Chamber, Chamber shall appropriate and expend no less than 65 percent toward direct marketing and promotional activities. Chamber shall account for these activities explicitly in its books of account, referenced in section D, and report them as such in budget -to -actual income statements. Chamber shall submit a written request for the release of funds from the City and within 15 business days thereafter the City shall pay the request funds to the Chamber. F. INSURANCE AND INDEMNIFICATION During the term of this Agreement, the Chamber agrees to indemnify and hold harmless the City, its officers, agents, and employees, from and against any and all claims, losses, defense costs, or liability of any kind or nature which the City, and its officers, agents, and employees, may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage Page 590 of 658 to property as a result of, arising out of, or in any manner connected with ttie Chamber's performance under the terms of this Agreement, excepting only liability arising out of the sole and active negligence of the City. Without limiting the Chamber's indemnification, it is agreed that the Chamber shall maintain in force at all times during the performance of this Agreement, the following policy or policies of insurance approved by the City and issued by admitted California insurers approved by the City covering its operations, which name the City as an additional insured: 1. Comprehensive General or Commercial Liability, including contractual liability, products, and completed operations and business automotive liability, all of which shall include coverage for both bodily injury and property damage with a combined single limit of One Million Dollars ($1,000,000). 2. Worker's Compensation coverage at statutory limits. 3. The certificates of insurance and endorsements shall be completed to the satisfaction of the City. Should the Chamber fail to comply with this paragraph, the City shall have the right to immediately terminate this Agreement without further notice to Chamber. G. RELATIONSHIP BETWEEN CHAMBER AND CITY Nothing in this Agreement shall be construed as making the Chamber or any of its employees or representatives, the agent or employee of the City for any purpose, or any employee of the City an employee of the Chamber or creating between the City and the Chamber the relationship of legal partners orjoint ventures. It is understood that the contractual relationship of the Chamber to the City is that of an independent contractor. H. TERMINATION FOR NON-PERFORMANCE If any party to this Agreement breaches any provision thereof, then the other party may give the defaulting party a notice to remedy such violation within thirty (30) days. The other party may terminate the Agreement: (a) if such violation is not remedied within said 30 days; (b) if the breach cannot be remedied within such time period; or (c) the defaulting party has not commenced efforts to cure the breach or fails to diligently complete steps necessary to cure the breach. Should this contract be terminated for breach on the part of the Chamber, compensation as provided in paragraph E shall be refunded to the City on a prorata basis. A waiver by either party of performance of any provision of this Agreement shall not amount to a future waiver of the strict performance of such provisions or of any other provision of this Agreement. I. NON-PERFORMANCE DUE TO CONDITION BEYOND CONTROL OF PARTIES If either party is unable to perform its obligations under this Agreement due to conditions beyond its reasonable control, such as, but not limited to, changes in local, state, or federal laws or regulations, judicial interpretations of existing law, vote by the citizens of Ukiah, or administrative action, and not due to the fault or neglect of any party, such failure to perform shall not be deemed a violation of this Agreement, provided the party whose performance is so prevented performs Page 591 of 658 its obligation as soon as practicable after the occurrence of the event preventing performance under this Agreement no longer prevents such performance. Such party shall use reasonable diligence to put itself again in a position to carry out its obligations hereunder, and in the event such party does not or cannot within a reasonable time put itself again in a position to do so, the other party may, at its option, terminate this Agreement. J. MISCELLANEOUS PROVISIONS 1. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver or modification of the Agreement or of any covenant, condition, or limitations herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in a proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed. The provisions of this paragraph may not be waived, except as herein set forth. 2. SEVERABILITY Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 3. NOTICE Whenever notice is permitted or required by this Agreement, it shall be deemed given when personally delivered to or when deposited in the US Mail with proper first class postage affixed thereto and addressed to: City of Ukiah City Manager 300 Seminary Avenue Ukiah, CA 95482 4. DUPLICATE ORIGINALS Great Ukiah Chamber of Commerce Executive Director 200 South School Street Ukiah, CA 95482 This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 5. AUTHORITY The parties hereto acknowledge that they have the authority to execute this Agreement on behalf of the entity that they represent as herein set forth below. 6. ARBITRATION Page 592 of 658 a) All claims or controversies, disputes and other matters in question arising out of or relating to this Agreement or the breach hereof, shall be decided by binding arbitration. Any such dispute shall be submitted to arbitration upon the written request of either party served on the other party. Arbitration shall comply with and be governed by the provisions of the California Arbitration Act. The award rendered by the arbitrator shall be final, and judgment may be entered upon it inaccordance with the laws of the State of California in any court having jurisdiction thereof. Arbitration shall be conducted in Ukiah, California. b) The arbitrator shall be a person mutually agreed upon by Chamber and City within 30 days' written notice of either party's request for arbitration. If the parties cannot agree upon an arbitrator, they may apply to the superior court for the appointment of an arbitrator. c) Each party shall pay one-half of the charges, expenses and fees of the arbitrator and the arbitration, unless the arbitrator orders a different allocation of these costs. 7. ATTORNEY'S FEES AND COSTS By the parties' signatures below, each of them hereby acknowledges that they have read, understood and agree to be bound by the arbitration provisions stated herein above. If any action is commenced to compel arbitration or to confirm and enforce an arbitrator's award, the prevailing party shall be entitled to reasonable attorney's fees and costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 8. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either, oral or in writing, between the parties hereto with respect to the terms and conditions contained herein, and contains all of the covenants and agreements between the parties with respect to this Agreement in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreements, statement, or promise not contained in this agreement shall be valid or binding. 9. GOVERNING LAW AND JURISDICTION This agreement shall be governed by and construed in accordance with the laws of the State of California as they apply to a contract entered into and performed in that State. Jurisdiction and venue shall be in Mendocino County, California. 10. HEADINGS AND CONTEXT The headings of this Agreement are inserted for convenience only and do not define, limit or extend the scope or intent of this agreement or any provision thereof. When the context permits, a word or phrase used in the singular means the plural and when used in any gender, its meaning also includes all genders. 11. MERGER This Agreement constitutes the entire understanding between the parties as to the terms Page 593 of 658 and conditions contained herein, all previous understandings being merged herein. 12. ADEQUATE ASSURANCES Each party shall execute, acknowledge and deliver such additional documents, writings or assurances as the other may periodically require so as to give full force and effect to the terms and provisions of this Agreement. 13. CONSTRUCTION OF AGREEMENT This Agreement shall be interpreted in accordance with its plain meaning, neither for nor against any party. This Agreement has been reviewed by separate counsel for both parties. Any ambiguity existing in this Agreement shall not be construed against either party as the drafter of this Agreement. 14. TIME Time is of the essence of this Agreement. ACKNOWLEDGEMENT: IN WITNESS WHEREOF, this Agreement is executed by the City of Ukiah and the Greater Ukiah Chamber of Commerce, by their duly authorized representatives, on the Effective Date. CITY OF UKIAH City Manager APPROVED AS TO FORM: 4- Ai ae,-/ DaviokRapport City A torney ATTEST: IA,v3fyiAt (a44,6i Kristine Lawler, City Clerk GR BER OF COMMERCE Una Wirkebau. ecutive Director Page 594 of 658 EXHIBIT A GREATER UKIAH CHAMBER OF COMMERCE 2019-20 Visit Ukiah Work Plan Overview: In 2019-20, the primary focus of the Visit Ukiah program will be to continue leveraging the significant growth of Transient Occupancy Tax (TOT) revenue by strengthening strategic partnerships and updating its assets. The following activities will be performed, with outcomes provided at a year-end report to the City Council: Operate a Visitor Center at the Ukiah Valley Conference Center that is open to the public six days per week during peak travel times. o Performance Indicator: Maintain regular open hours and ensure that promotional materials are current and well stocked. Develop and launch branding refresh and updated website. o Performance Indicator: Work with branding consultant to develop and launch updated branding and website o Performance Indicator: Update branded assets, including trade show materials, signage, and brochures Implement a comprehensive marketing plan that includes print and digital advertisements. o Performance Indicator: Demonstrate strategic placement of print and digital advertisements Continue to expand social media outreach. o Performance Indicator: Demonstrate through analytics increased reach and effectiveness to target markets Maintain a visitor -oriented website, including a comprehensive event calendar. o Performance Indicator: Track visitor usage through analytics Represent Ukiah at one or more trade shows. o Performance Indicator: Demonstrate participation in at least one trade show. Administer Special Event Grant Program on behalf of Mendocino County Tourism Commission o Performance Indicator: Provide a year-end report that describes the special events funded Develop and distribute at least three visitor -oriented newsletters o Performance Indicator: Utilizing a comprehensive database of visitor leads and stakeholders, distribute at least three visitor -oriented newsletters Page 595 of 658 Page 1 of 2 Agenda Item No: 12.c. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-524 AGENDA SUMMARY REPORT SUBJECT: Receive Report Regarding the Economic Development and Financing Corporation (EDFC); Consideration of Request for Funding from EDFC; and Request for Authorization for the City Manager to Negotiate and Execute Performance Agreement Between the City of Ukiah and EDFC. DEPARTMENT: Economic Development PREPARED BY: Shannon Riley, Deputy City Manager PRESENTER: Shannon Riley, Deputy City Manager ATTACHMENTS: 1. Performance Agreement_EDFC_1920 2. EDFC 2019-2020 ANNUAL-Ukiah Report Summary: The Council will receive the annual report from Economic Development and Financing Corporation (EDFC); consider request for funding from EDFC; and consider authorizing the City Manager to negotiate and execute Performance Agreement between the City of Ukiah and EDFC. Background: The Economic Development and Financing Corporation (EDFC) is a non-profit, tax-exempt Community Development Financial Institution (CDFI), founded in 1995, that engages in economic development activity in Mendocino and Lake Counties. EDFC was formed through a partnership between Mendocino County’s four incorporated cities and the County to coordinate and support economic development activity Mendocino County-wide--and has now expanded its business into Lake County. When EDFC was formed, an assessment formula was developed by the participating entities—50 cents per capita for the County and 75 cents per capita for cities. Based on Ukiah’s population of 15,977, the contribution for 2020-21 would be $11,982.75. Discussion: Jesse Burnett, Interim Director, will present EDFC’s year-to-date activities to the Council, along with team members Diann Simmons and Robert Gernert. The 2019-20 agreement with EDFC is provided as Attachment 1. City of Ukiah Economic Development Staff monitors this agreement and serves on the EDFC board. With the presentation of this year-to-date report, Staff has determined that EDFC has met the requirements of the 2018-19 performance agreement. A detailed report submitted by EDFC of those activities is provided as Attachment 2. Council is asked to receive a brief presentation from EDFC and consider this request for funding in the amount of $11,983. If so desired, the Council may direct the City Manager to negotiate and execute a performance agreement with EDFC for the 2020-21 fiscal year. Recommended Action: Receive report regarding the Economic Development and Financing Corporation (EDFC); consider request for funding from EDFC; and authorize the City Manager to negotiate and execute Performance Agreement between the City of Ukiah and EDFC. BUDGET AMENDMENT REQUIRED: n/a CURRENT BUDGET AMOUNT: Page 596 of 658 Page 2 of 2 $12,000 in Account #10012600.52100; Contracted Services - Economic Development Consulting and Misc. Services PROPOSED BUDGET AMOUNT: n/a FINANCING SOURCE: General Fund PREVIOUS CONTRACT/PURCHASE ORDER NO.: COORDINATED WITH: Economic Development and Financing Corporation Page 597 of 658 CA - (ciao-oqo PERFORMANCE AGREEMENT between the CITY OF UKIAH and the ECONOMIC DEVELOPMENT AND FINANCING CORPORATON This Agreement is made and entered on July I , 2019 between the City of Ukiah, a California general law municipal corporation, herein called "City," and the Economic Development and Financing Corporation EDFC), a California not-for-profit corporation formed pursuant to and in compliance with the laws of the State of California, herein called "EDFC." Individually, EDFC and City may be referred to in this Agreement as a Party," and collectively as "the Parties." RECITALS 1. The City is desirous of creating a vital economic development climate through collaborative projects and the promotion of locally owned and operated small businesses. 2. EDFC is organized to provide assistance to individuals and small business owners by coordinating economic development activities in Mendocino County and in particular, the City of Ukiah, for the purpose of creating, expanding or retaining businesses. EDFC has expertise in economic development and in securing financing in the form of loans, grants, capital and venture capital funding, to assist with the development, expansion and/or retention of businesses. 3. EDFC was created in 1995 by the County of Mendocino and its incorporated cities in order to facilitate a countywide approach to economic development. At that time, a formula was developed for funding, whereby each city would pay 75 cents per capita per year and the County would pay 50 cents per capita per year. This formula, however, is not binding; compensation may also be based on performance of the agreed-upon scope of services and other terms outlined in this Agreement. NOW, THEREFORE, in consideration of the above -recited facts and terms and conditions stated below, the Parties agree as follows: A. TERM This Agreement shall be effective from July 1, 2019 and shall terminate on June 30, 2020. B. SCOPE OF SERVICES EDFC shall perform the Scope of Services set forth in Exhibit A. C. RECORDS, REPORTS AND ACCOUNTABILITY EDFC shall maintain a bookkeeping system and books of account in accordance with generally accepted accounting principles consistently applied, which outline the accounting and utilization of City funds paid to the EDFC for services defined in this agreement. City shall have access to said books of account during regular business hours for purposes of inspection and audit. EDFC shall fully cooperate with the City and its agents and accountants during any such inspection and audit, including, but not limited to, making its employees, accountants, bookkeepers, or officials available to provide any requested information or documents. As stated in the Scope of Services in Exhibit A, EDFC shall furnish detailed annual reports by June 1, 2020. Performance Agreement.EDFC-City of Ukiah FY 2019-20 Attachment 1 Page 598 of 658 FINANCIAL COMPENSATION BY CITY In consideration of the EDFC's performance of the above services, and under the terms of this Agreement, the City shall pay the EDFC the sum of Eleven thousand, nine -hundred eighty-two dollars and seventy-five cents ($11,982.75) for fiscal year 2019-20 in order for the EDFC to accomplish the specific scope of work identified in Exhibit A. This sum of money shall constitute the entirety of City's financial contribution to the EDFC during the effective dates of this Agreement. The compensation provided in this paragraph shall be paid to EDFC in installments as follows: Terms of Payment. Payment to EDFC for services rendered in accordance with this contract shall be based upon submission of annual invoices for the work satisfactorily performed prior to the date of the invoice, which amounts shall be due and payable thirty (30) days after receipt by the City. The invoices shall be accompanied with a description of work performed on behalf of the City and the amount of time spent on each item. Invoices shall be accompanied by documentation sufficient to enable the City to determine progress made. E. INSURANCE AND INDEMNIFICATION During the term of this Agreement, the EDFC agrees to indemnify and hold harmless the City, its officers, agents, and employees from and against any and all claims, losses, defense costs, or liability of any kind or nature which the City, its officers, agents, and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the EDFC's performance under the terms of this Agreement, excepting only liability arising out of the sole and active negligence of the City. Without limiting the EDFC's indemnification, it is agreed that the EDFC shall maintain in force at all times during the performance of this Agreement, the following policy or policies of insurance summarized below and fully detailed in Exhibit A approved by the City and issued by admitted California insurers approved by the City covering its operations: 1. Comprehensive General Liability, including contractual liability, products, and completed operations and business automotive liability, all of which shall include coverage for both bodily injury and property damage with a combined single limit of One Million Dollars ($1,000,000). 2. Worker's Compensation coverage at statutory limits. The certificates of insurance and endorsements shall be completed to the satisfaction of the City. Should the EDFC fail to comply with this paragraph then, the City shall have the right to immediately terminate this Agreement without further notice to EDFC. F. RELATIONSHIP BETWEEN EDFC AND CITY Nothing in this Agreement shall be construed as making the EDFC or any of its employees or representatives, the agent or employee of the City for any purpose, or any employee of the City an employee of the EDFC or creating between the City and the EDFC the relationship of legal partners or joint ventures. It is understood that the contractual relationship of the EDFC to the City is that of an independent contractor. The key contact person involved in the implementation and administration of this Agreement with EDFC will be Heather Gurewitz, Executive Director of EDFC. The key contact person for City of Ukiah will be Sage Sangiacomo, City Manager, or his designee. Performance Agreement.EDFC-City of Ukiah FY 2019-20 Page 599 of 658 G. TERMINATION FOR NON-PERFORMANCE If any Party to this Agreement breaches any provision thereof, then the other Party may give the defaulting Party a notice to remedy such violation within thirty (30) days. The other Party may terminate the Agreement: (a) if such violation is not remedied within said 30 days; or (b) if the breach cannot be remedied within such time period. Should this contract be terminated for breach on the part of the EDFC, in addition to any other remedies or compensation to which the City may be entitled, EDFC shall not be entitled to any further installment payments not yet paid at the time of breach. A waiver by either Party of performance of any provision of this Agreement shall not amount to a future waiver of the strict performance of such provisions or of any other provision of this Agreement. H. NON-PERFORMANCE DUE TO CONDITION BEYOND CONTROL OF PARTIES If either Party is unable to perform its obligations under this Agreement due to conditions beyond its reasonable control, such as, but not limited to, changes in local, state, or federal laws or regulations arising from legislative changes, judicial interpretations of existing law, vote by the citizens of Ukiah, or administrative action, and not due to the fault or neglect of any Party, such failure to perform shall not be deemed a violation of this Agreement provided the Party whose performance is so prevented performs its obligation as soon as practicable after the occurrence of the event preventing performance under this Agreement. Such Party shall use reasonable diligence to put itself again in a position to carry out its obligations hereunder, and in the event such Party does not or cannot within a reasonable time put itself again in a position to do so, the other Party may, at its option, terminate this Agreement. J. MISCELLANEOUS PROVISIONS 1. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver or modification of the Agreement or of any covenant, condition, or limitations herein contained shall be valid unless in writing and duly executed by the Party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in a proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any Party hereunder, unless such waiver or modification is in writing and duly executed. The provisions of this paragraph may not be waived, except as herein set forth. 2. SEVERABILITY In the event any section, subsection, provision, or clause of this Agreement or any combination thereof is found to be unenforceable at law, inequity, or under any presently existing or hereafter enacted legislation, regulation, or order of the United States, any state or subdivision thereof or any municipality, those findings shall not in any way affect the other sections, subsections, provisions, or clauses of this Agreement, which shall continue in full force and effect, and the unenforceable provisions shall be interpreted in a manner that imposes the maximum restriction or obligation permitted by applicable law. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 3 Performance Agreement.EDFC-City of Ukiah FY 2019-20 Page 600 of 658 3. NOTICE Whenever notice is permitted or required by this Agreement, it shall be deemed given when deposited in the U.S. Mail with proper first class postage affixed thereto and addressed or personally delivered to: City of Ukiah Attention: Sage Sangiacomo 300 Seminary Ave. Ukiah, CA 95482 4. DUPLICATE ORIGINALS Economic Development & Financing Corporation Attn: Heather Gurewitz 208 B South Oak St. Ukiah, CA. 95482 This Agreement may be executed in one or more duplicate originals, each bearing the original signatures of the parties. When so executed, each such duplicate original shall be admissible to establish the existence and terms of this Agreement. 5. AUTHORITY The parties hereto acknowledge that they have the authority to execute this Agreement on behalf of the entity that they represent as herein set forth below. 6. GOVERNING LAW AND JURISDICTION The interpretation and enforcement of this Agreement shall be governed by the laws of the State of California. All legal actions arising under this Agreement shall be filed in the California state courts in Mendocino County, which shall have jurisdiction and venue over any such actions or proceedings. 7. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either, oral or in writing, between the parties hereto with respect to the terms and conditions contained herein, and contains all of the covenants and agreements between the parties with respect to this Agreement in any manner whatsoever. Each Party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other agreements, statement, or promise not contained in this agreement shall be valid or binding. Party. 8. PLAIN MEANING This Agreement shall be interpreted in accordance with its plain meaning, neither for nor against any 9. HEADINGS AND CONTEXT The headings of this Agreement are inserted for convenience only and do not define, limit or extend the scope or intent of this agreement or any provision thereof. When the context permits, a word or phrase used in the singular means the plural and when used in any gender, its meaning also includes all genders. 10. MERGER This Agreement constitutes the entire understanding between the parties as to the terms and conditions contained herein, all previous understandings being merged herein. 4 Performance Agreement.EDFC-City of Ukiah FY 2019-20 Page 601 of 658 11. ADEQUATE ASSURANCES Each Party shall execute, acknowledge and deliver such additional documents, writings or assurances as the other may periodically require so as to give full force and effect to the terms and provisions of this Agreement. 12. CONSTRUCTION OF AGREEMENT This Agreement has been reviewed by separate counsel for both parties. Any ambiguity existing in this Agreement shall not be construed against either Party as the drafter of this Agreement. 13. TIME Time is of the essence of this Agreement. Acknowledgement: IN WITNESS WHEREOF, this Agreement is executed by the City of Ukiah and the EDFC, by their duly authorized representatives, on the Effective Date. CITY OF UKIAH ECONOMIC DEVELOPMENT & FINANCING CORPORATION By: 4SJ- Sag Sa,giacomo, City Manager ATTEST: i/ibJ Kristine Lawler, City Clerk Performance Agreement.EDFC-City of Ukiah FY 2019-20 By. Heather Gurewitz, Executive P 'rector 5 Page 602 of 658 EXHIBIT A ECONOMIC DEVELOPMENT & FINANCING CORPORATION SCOPE OF SERVICES Contractor shall provide the following services: 1. Assist the City during the term of this agreement with support and coordination of economic development activities that encourage job retention, business expansion and business relocation within and to the City of Ukiah by coordinating activities with the County of Mendocino, tribal governments, Workforce Alliance of the North Bay., West Business Development Center/Mendocino SBDC, Sonoma Mendocino Economic Development District, and the Greater Ukiah Business and Tourism Alliance. Performance Indicators Help organize and co -host at least one Access to Capital Workshop, Job Fair, or similar event. Continue to maintain current economic and demographic data for the Ukiah area on EDFC's website. In quarterly reports provided to the City (no later than 30 days after the end of each quarter), detail coordination efforts with partners. Continue to distribute the Resource Guide. 2. Provide services and programming as the local Community Development Financial Institution CDFI). 3. Assist with locating grant funding, loans, private and public capital, and venture capital funds to support Ukiah businesses and the City of Ukiah. Of particular interest are grants and low-interest loans that would assist with facade improvements and code -required improvements (seismic retrofits, fire sprinklers, ADA improvements, etc.). Performance Indicators Provide regular updates to City Staff via quarterly reports. In the year-end report, detail the number of businesses assisted and the total amount of funds awarded to EDFC in the contract year that support economic development activities in the Greater Ukiah Valley. 4. Meet as needed with the City of Ukiah Business Liaison and inform the Liaison (by phone or email) when assistance is either requested by or provided to a business within the Ukiah city limits. Performance Indicator Contact Business Liaison as required. 5. Communicate activities, service delivery, and fiscal reports to the City. Performance Indicator Submit a detailed annual report to the City Staff and City Council regarding activities and services during contract period and including the work plan for the up -coming year. 6 Performance Agreement.EDFC-City of Ukiah FY 2019-20 Page 603 of 658 Economic Development & Financing Corporation Attachment #2 EDFC's Contract Deliverables: July 1, 2018 — June 30, 2019* In the 2018-2019 Fiscal Year, EDFC accomplished the following contract deliverables and auxiliary activities to support economic development in Mendocino County, the City of Ukiah, the City of Fort Bragg, the City of Willits, and the City of Point Arena: Loan Program EDFC continues to offer loans from under $5,000 up to $25Q000. In the last year, EDFC made some major changes to the loan program to improve its efficiency and its sustainability. EDFC developed loan program servicing policies, underwriting policies, and portfolio performance measures and goals, as well as tiers for loan sizes that are reflected in the criteria for the loan. EDFC approved five loans totaling $257,208 in Albion, Fort Bragg, and Anderson Valley. EDFC has been working with DPO investors and the Mendocino Wool and Fiber Project in Ukiah. Provided technical assistance through our Rural Microentrepreneur Assistance Program via West Company and EDFC staff. Submitted application to the California iBank Business Loan Guarantee Program to increase EDFC's loan programs' resiliency Economic Development Mendocino County Economic Summit: Over 130 representatives from organizations and local governments from across Mendocino County participated in the economic summit. This was a first step in trying to understand the economic needs of the county. Some of the key outcomes were the need for housing, workforce, and collaboration. Attached is the report for the event. Acts as the Mendocino Liaison for the Sonoma -Mendocino Economic Development District SMEDD): o Participated in and presented at the SMEDD semi-annual meeting o Organized (later cancelled) Quarterly SMEDD Meeting o Met via phone and communicated with Sonoma County economic development staff o Discussed potential collaborative projects with SMEDD including Revolving Loan Fund Loan Programs o Recruited/recruiting board members from Mendocino County to be on the SMEDD board o Collaborated on Scope of Work for future SMEDD grant Quarterly economic reports on the state of Mendocino County's economy Participation in the Healthy Mendocino Poverty Action Teams for inland Mendocino and the Mendocino Coast Participated in North Coast Opportunities' (NCO) study on a commercial kitchen/economic development center Page 604 of 658 Coordinated with the Alex Rorabaugh Center (ARC) Family Resource Center, Ukiah Vecinos en Accion, and West Business Development Center to develop Community Market program in Ukiah Took on fiscal sponsorship of the Mendocino Latinx Alliance Participation in the Workforce Alliance of the North Bay (WANB) o Executive Director was appointed to the WANB committees for Mendocino County and Policy & Oversight, and participated in the quarterly meetings for these committees o Facilitated communications between WANB staff and County o Regular coordination with WANB staff Provided direct outreach to the Greater Ukiah Chamber of Commerce, Mendocino Coast Chamber of Commerce, Willits Chamber of Commerce, Employers Council of Mendocino, Ukiah Rotary Club, South Ukiah Rotary Club, Kiwanis of Ukiah, Savings Bank of Mendocino County, Westamerica Bank, Redwood Credit Union, Wells Fargo, Tri -Counties Bank, Inland Water and Power Commission, Mendocino Coast Latino Coalition, Mendocino County Farm Bureau, Mendocino Wine Grower's Inc., Mendocino Coast Association of Realtors, Mendocino Community College Business Classes, Redwood Valley Municipal Advisory Council, Participated in the following events: o 12@12 with the Mendocino Coast Chamber o Office hours at KGUA in Gualala o Fort Bragg Latino Business Owners Forum (with West BDC) o The Small Business Administration Small Business Road Show (with West BDC) o Ukiah Vecinos en Accion September meeting o Mendocino Winegrowers' Economic Summit o Agriculture and Business Coalition Outlook 2019 Monthly radio spots on Peggy's Place on KGUA radio serving Point Arena and Gualala Participated in the California Economic Summit in Santa Rosa November 15-16, 2018 Participated in the California Economic Development Annual Conference, gave co -presentation on Local Entrepreneurial Ecosystems Project with CAMEO and West BDC. March 27, 2019 Participated in the City of Ukiah CDBG Loan Committee EDFC continues to provide a collaborative format for the 5 jurisdictions to discuss economic development projects and look for opportunities to partner. Opportunity Sites (Opportunity Zones) Webinar on June 5, 2019 Basics of Business Borrowing" workshop development and preliminary workshop planned in Covelo on June 26, 2019. Broadband Completed the Mendocino County Digital Infrastructure Plan in December, 2019 o Mendocino County was approved at the February 26th Board of Supervisors meeting. o Fort Bragg City Council adopted the plan on April 22"d Met with County Planning Staff to discuss project development and understand planning and zoning requirements for projects. Continuing conversations about ways to work together to support broadband implementation. Economic Development and Financing Corporation FY 18-19 Annual Performance Report Page 605 of 658 Met with WISPS (Fixed wireless Internet service providers) and other service providers to discuss opportunities for deployment and collaboration, including a meeting of 4 WISPs in Boonville in May. Met with Community Foundation regarding their broadband fund and use for deployment Exploration of potential projects including Road 409 and the Round Valley Indian Health Center Submitted a project for CDBG funding for a feasibility study to deploy high speed Internet to low income rural populations in Mendocino County Met with Cities' staff and Councils to discuss support needed for broadband policies and deployment planning Prepared County work plan and contributed to consortium -wide goals for CPUC-CASF grant application that was submitted in May by the North Bay North Coast Broadband Consortium Attended CPUC workshop for updates on broadband implementation funding; networked with provider for potential future service Met with US Congressman Huffman's field representative to coordinate support of local unserved communities Met with Assemblymember Jim Wood's and State Senator Mike McGuire's staff to discuss broadband issues in the county. Spoke with CA State Parks to get an understanding of their infrastructure and the capacity to leverage their resources Coordination between the North Bay North Coast Broadband Consortium and Mendocino County including legislative advocacy by Mendocino County for important broadband bills Organizational Development Participated in trainings for: USDA Rural Microentrepreneur Assistance Program and Intermediary Revolving Loan Program, USDA Rural Development 502 Direct Housing Loan Program, CaICAP Loan Loss Reserve Program webinar, and CDBG Disaster Resilience webinar, Microlending Essentials, Loan Portfolio Management Webinars through Aspen Institute Ongoing Revolving Loan Fund Webinars from Council of Development Financial Agencies California Association for Microenterprise Opportunity's Emerging CDFI Cohort training program Attended the CALED Conference in Anaheim and made a presentation with the California Association for Microenterprise Opportunity and West BDC, about developing entrepreneurial ecosystems. Grants EDFC received the following grants in the FY 2018 -FY 2019 Fiscal Year 400,000 grant from the Community Development Financial Institution Fund (CDFI) for lending and administration of the loan funds. 10,000 grant from PG&E to coordinate an Economic Summit 100,000 total ($50,000/year for two years) from the Economic Development Administration EDA) to conduct Economic Recovery and Resiliency Planning and Implementation. 800,000 from the EDA to create a new loan fund totaling $1,000,000. Economic Development and Financing Corporation FY 18-19 Annual Performance Report Page 606 of 658 10,000 from the Community Foundation Jim and Babbie Mayfield Fund to improve Access to Capital in Remote & Rural Mendocino County. 2,500 from Savings Bank of Mendocino County for access to capital in remote and rural Mendocino County and Lake County. 2,500 from AT&T for general support 1,000 in-kind Technical Assistance from California Association for Microenterprise Opportunity to improve loan program operations. Total funds awarded in FY 18-19: $1,326,000 EDFC has applied for the following funds which are pending: USDA Rural Development Rural Business Development Grant to implement ZoomProspector 20,000) Mendocino County CDBG Planning and Technical Assistance Grant — High Speed Internet for Low Income Communities ($75,000) Partner on the Sonoma Mendocino Economic Development District Partnership Planning Program ($30,000 per year for three years to EDFC) Partner on the North Bay North Coast Broadband Consortium's Application for California Advanced Services Funds to support Broadband Development in Mendocino County ($32,500 per year for three years to Mendocino County) Facebook Charitable Giving ($10,000) Wells Fargo ($5,000) Community Development Financial Institution Fund Technical Assistance Grant ($125,000) Redwood Credit Union ($1,000) Total Pending Applications from FY 18-19: $423,500 Despite the great success we have had in the last year in applying for funding from other sources, the local support we receive from our local jurisdictions remains critical. Without the local dollars that drive EDFC's mission, we are not able to match federal grants. However, our goal, as an organization is to leverage every dollar we receive from local sources to multiply them and support a high performing organization. Without the $48,500 we received from Mendocino County, City of Ukiah, City of Fort Bragg, and City of Willits, we would not have been able to receive the $1,326,000 in grants from other sources. For every local government $1 received, EDFC generated $27 in grants in the FY 18-19 Fiscal Year. THANK YOU for your continued support! June activities are projected as planned. This report does not include any potential loan activity in June. Numbers may change before the completion of the fiscal year. Economic Development and Financing Corporation FY 18-19 Annual Performance Report Page 607 of 658 ANNUAL Report for 2019-2020 July 1, 2019 - June 30, 2020 Ukiah Brewing Company Outside Dining UBC Great Plates Delivery Prep UCB Safe Ordering EDFC has had a year of transition, with staff changes and meeting the “new COVID normal” impacts. The year started with bringing on our first Lending Man ager, Robert Gernert, who has made incredible leaps in his expertise, currently handling all outreach, directly working with loan applicants, underwriting, loan presentation and closing, and support of current clients. Our Executive Director has changed several times with Sheilah Rogers stepping in before and into the COVID period, bringing her years of expertise as the founder of West Co. and establishing it as the regional Small Business Development Center. Our newest Interim Executive Director, who is committed to a longer term, is Jesse Burnett, who brings years of service on the EDFC Board of Directors, as Vice-Chair, and Loan Review Committee. To this new role, he brings years of experience and expertise in the economic development realm, in his work with a variety of Tribal entities. As COVID became our new reality, EDFC stepped forward to work with our loan clients and as a community partner to address issues in new ways. ECONOMIC DEVELOPMENT Completed Mendocino County 2018-2019 Economic Assessment, released on August 8th o Presentation of Economic Report: A web-based and in-person presentation of the Economic Assessment was presented on August 21 Serving as a partner organization on the Steering Committee of MOVE 2030 – the 10 year County-wide Economic Resiliency Plan project funded by the Economic Development Administration o Participate in bi-weekly Steering Committee planning meetings o Conducted interviews with the six county municipal advisory councils and all of the cities, concerning their economic needs for input into the Resiliency Plan Worked with the Mendocino Fire Safe Council to develop a neighborhood chipper program Conducted four outreach workshops in Covelo, Laytonville, Caspar and Willits offering workshops on how to fund a start-up business Attachment 2 Page 608 of 658  Attended the Opportunity Finance Network Conference in Washington, D.C. This was an opportunity to connect with over 1,000 professionals from CDFIs from all over the county  Host the “How to Do Business” Guide on our website at www.edfc.org  Host information on our website about the State’s CalRecycle Marketing Development Zone Program (RMDZ) o Received one inquiry for an RMDZ loan and connected that company with the state. o Included information about CalRecycle in newsletters  Launched our ZoomProspector website, in October, which is a comprehensive data system that includes planning, zoning, market data, and available real estate. We worked for many months to access full MLS feed from BAREIS and the Coastal Mendocino Association of Realtors, with full access starting in March. The pilot project time-frame goes through January 2021.  Released a Mendocino County Economic Status Report in November  Serve as the Mendocino administrator for the Sonoma-Mendocino Economic Development District (SMEDD): o Coordinate on a regular basis with Calvin Sandeen, Sonoma County Economic Development Board to administer the Sonoma Mendocino Economic Development District (SMEDD) o Held SMEDD Board Meetings on September 18, January 28 and May 26, 2020. o Worked with Calvin Sandeen of Sonoma County EDB to develop three-year scope for SMEDD continuation for a grant application to the Econ omic Development Administration o Worked with SMEDD partners at the Sonoma Economic Development Board to develop an application to the Economic Development Administration (EDA) for a $400,000 technical assistance grant to be used to update the SMEDD Comprehensive Economic Development Strategy (CEDS) /goals and begin to address facilitation of those goals o Developed a joint Sonoma-Mendocino industry resiliency event from a regional approach scheduled for March 13, 2020. Due to the beginning of shelter-in-place, the event was postponed until it is safe to have public events  Workforce Alliance of the North Bay o Served on the Workforce Alliance of the North Bay (WANB), Mendocino sub- committee and participated in the policy and oversight committee through December; currently applying for an appointment to the committee, for our new Interim Executive Director. o Helped get out the WANB Rapid Response Layoff Assistance information to local businesses  Worked with the Sonoma County Economic Development Board, to apply for, (awarded) an Economic Development Administration grant to establish a new revolving loan fund to support Sonoma businesses. This activity will bring additional income into Mendocino County’s economy while supporting our partner in the Sonoma Mendocino Economic Development District (SMEDD).  Submitted an application and received an award for $10,000 from PG&E to publicize their “Emergency Preparedness and Safety” program.  Shared economic development opportunities almost daily on our Facebook page and through our e-newsletter from July through December Page 609 of 658  Continue fiscal sponsorship of the Mendocino Latinx Alliance Loan Program EDFC continues to offer loans from under $5,000 up to $250,000, including a very low interest resiliency microloan for businesses impacted by fires and planned electric outages. EDFC introduced a new low-interest loan – “Business Pivot for COVID Loan”, to support those businesses that have or would like to change their product or service to be able to continue to operate during COVID  Closed a new EDA grant for $800,000 with matching funds totaling $1M  Applied for a new EDA grant for the revolving loan fund for $500,000  Provided 830 hours of direct assistance to businesses to assist with access to capital  Closed loans totaling $1,154,543 this fiscal year.  New loans helped retain or create 92 jobs  Managed a loan portfolio of 40 loans  Received 56 loan inquiries and 19 loan applications  Worked with bank partners to fill financing gaps in the community  Offered deferral of loan payments to all of our business loan clients at the beginning of COVID shelter-in-place; Over half of our clients needed and took advantage of the deferral  Gave two presentations about our loan programs: to the Greater Ukiah Business and Tourism Alliance emphasizing resiliency loans for State St. construction and at the Farmers Convergence emphasizing agriculture related low-interest loans  Submitted a grant application to the EDA for a second loan fund of $500,000 for businesses in Mendocino and Lake Counties that have been impacted by COVID. This grant includes an additional 10% for administration of the RLF over 2 years Sheet Metal Works Exterior Sheet Metal Works - Fabricating Sheet Metal Works Interior Ukiah Specific  Current total loans to Ukiah businesses in portfolio: $942,811  Current Jobs Retained and Created: 52  Total Loaned in Ukiah FY 19 -20: $422,811  FY 19 -20 Loans Closed: o The Alley Grill - $50,000 to purchase a business that would have closed with the former owner’s retirement o Sheet Metal Works - $173,250; This business is the only surviving custom sheet metal shop in the area. Our loan, combined with another loan, allowed the business to Page 610 of 658 purchase their building and remain in their current location. A move would have been costly and would have included loss of an important contract. o Ukiah Brewing Co. - $199,561; Our Lending Manager worked with the owners for a period of months to help them identify changes to increase their efficiency, which they implemented. They are one of the few Ukiah restaurants who have been able to remain open by pivoting to meet the new requirements and opportunities during COVID. o Three of our Ukiah clients needed to take advantage of our deferral of loan payments during COVID COVID Beginning in March, EDFC joined many other entities in the county to begin to address the new and difficult impacts of COVID and shelter-in-place:  Worked closely with our loan clients to check in on their needs and status. We offered all of our clients the option of a no-penalty loan payments deferral period. Approximately 50% of our clients opted for the deferral status.  Per request from County Deputy CEO, worked with the cities and chambers to compile an extensive email list of businesses for contact to disseminate initial shelter -in-place information, and surveys  Received calls from many businesses seeking support for application for the federal EIDL and PPP loan/grant programs, which we directed to the local SBDC/West BDC  Participated in weekly county-wide Business Community Partnership meetings including the jurisdictions, the Chambers and Workforce Alliance  Supported the Business Resiliency Fund Grant Project - reviewed 44 grant applications.  Initiated an order to the California Governor's Office of Business and Economic Development (GO-Biz) for a large order of PPE equipment – 294,000 surgical grade masks and 2,100 gallons of sanitizer gel - to distribute to businesses across the county to address the costs and availability of these items as business make changes required to create safe business environments for their employees and customers. Into July and August EDFC worked closely with Katrina Kessen of the Greater Ukiah Business & Tourism Alliance to distribute the PPE supplies to Ukiah businesses as a part of the Mask-Up-Mendo campaign. Page 611 of 658 Page 1 of 3 Agenda Item No: 12.d. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-378 AGENDA SUMMARY REPORT SUBJECT: Discuss and Consider Approval of Resolution Confirming an Emergency Order of the City Manager of the City of Ukiah in His Capacity as the Director of Emergency Services extending the operation period of the Inland Winter Homeless Shelter located at 1045 South State Street in Ukiah through April 30, 2021. DEPARTMENT: City Manager / Admin PREPARED BY: Sage Sangiacomo, City Manager PRESENTER: Darcy Vaughn, Assistant City Attorney ATTACHMENTS: 1. Confirming Shelter Extension Emergency Order to April 30 2021 Summary: The City Council will consider approval of a resolution confirming the emergency order of the City Manager of the City of Ukiah in his capacity as the Director of Emergency Services extending the operation period of the Inland Winter Homeless Shelter located at 1045 South State Street in Ukiah through April 30, 2021. Background: In response to a declared emergency, Ukiah City Code Sections 5122F and 5130 give the City Council, City Manager and other designated delegates the authority to adopt rules, orders or regulations to provide for the protection of life and property and preservation of public order and safety. In addition, California Government Code Section 8550(a) may confer not only on the Governor as to state statutes and regulations, but also on the City Council, as to City ordinances and regulations, the authority to suspend them, where the City Council determines and declares that strict compliance with the ordinance or regulation would in any way prevent, hinder, or delay the mitigation of the effects of the emergency. Ukiah City Code: UCC 5122 F. In the event of the proclamation of a local emergency, the proclamation of a state of emergency by the Governor or the Director of the California Office of Emergency Services, or the existence of a state of war emergency, the Director is hereby empowered: 1. To make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency; provided, however, such rules and regulations must be confirmed at the earliest possible time by the City Council; UCC 5130 AUTHORITY FOR EMERGENCY ORDERS AND REGULATIONS The City Council, to provide prompt response to emergency situations following the proclamation of a local emergency as authorized in this Chapter, the proclamation of a state of emergency, local emergency or the existence of a state of war emergency, specifically delegates in the following priority order, to the City Manager, Assistant City Manager, or others authorized by the City Manager to act as Director of Emergency Services in the Emergency Operations Center, authority to promulgate orders and regulations to provide for the protection of life and property, where necessary to preserve the public order and safety. Such orders and regulations should, when circumstances permit, be jointly concurred in, but may be independently Page 612 of 658 Page 2 of 3 promulgated when the situation makes concurrence impractical. All such orders and regulations to be effective must be in writing and signed by the promulgating official, and must be confirmed at the next regular meeting of the City Council. California Government Code: § 8550. Declaration of purpose and policy The state has long recognized its responsibility to mitigate the effects of natural, manmade, or war-caused emergencies that result in conditions of disaster or in extreme peril to life, property, and the resources of the state, and generally to protect the health and safety and preserve the lives and property of the people of the state. To ensure that preparations within the state will be adequate to deal with such emergencies, it is hereby found and declared to be necessary: (a) To confer upon the Governor and upon the chief executives and governing bodies of political subdivisions of this state the emergency powers provided herein; and to provide for state assistance in the organization and maintenance of the emergency programs of such political subdivisions. (b) To provide for a state office to be known and referred to as the Office of Emergency Services, within the office of the Governor, and to prescribe the powers and duties of the director of that office. (c) To provide for the assignment of functions to state entities to be performed during an emergency and for the coordination and direction of the emergency actions of those entities. (d) To provide for the rendering of mutual aid by the state government and all its departments and agencies and by the political subdivisions of this state in carrying out the purposes of this chapter. (e) To authorize the establishment of such organizations and the taking of such actions as are necessary and proper to carry out the provisions of this chapter. It is further declared to be the purpose of this chapter and the policy of this state that all emergency services functions of this state be coordinated as far as possible with the comparable functions of its political subdivisions, of the federal government including its various departments and agencies, of other states, and of private agencies of every type, to the end that the most effective use may be made of all manpower, resources, and facilities for dealing with any emergency that may occur. § 8571. Suspension of regulatory statutes and agency rules during states of emergency During a state of war emergency or a state of emergency the Governor may suspend any regulatory statute, or statute prescribing the procedure for conduct of state business, or the orders, rules, or regulations of any state agency, including subdivision (d) of Section 1253 of the Unemployment Insurance Code, where the Governor determines and declares that strict compliance with any statute, order, rule, or regulation would in any way prevent, hinder, or delay the mitigation of the effects of the emergency. Discussion: The Major Use Permit issued for the Inland Winter Homeless Shelter operated by Redwood Community Services, Inc. (“RCS”) and located at 1045 South State Street in Ukiah states that operation of the Shelter is permitted “during winter for a duration of six (6) months commencing the first day of operation.” Under the Use Permit, that six month term would begin November 1, 2019 and end April 30, 2020. Due to the COVID-19 pandemic, the City Manager, in his capacity as the Director of Emergency Services for the City, approved an emergency order on April 28, 2020 allowing RCS to continue the term of its Use Permit to operate the Winter Homeless Shelter until June 30, 2020. The City Manager issued a subsequent emergency order on May 22, 2020 that allowed for the extended operation of the shelter through August 31, 2020. Given the continued impacts of the pandemic and to ensure the continuity of services, City Manager Page 613 of 658 Page 3 of 3 again issued an emergency order on August 14, 2020 that allowed for the extended operation of the shelter through what would be end date of its customary operating period, April 30, 2021.(Exhibit A to Attachment #1). The resolution confirming this emergency order is included as Attachment #1 for consideration. In summary, the term of operation for the Inland Winter Homeless Shelter shall be extended until April 30, 2021, RCS shall to operate the Shelter expansion in the adjacent former retail space, RCS shall otherwise continue to operate the shelter in conformance with the existing permit, and RCS will continue to ensure that all occupants are receiving available services through the Mendocino County Health & Human Services Agency. Recommended Action: 1. Approve Resolution confirming Emergency Order of the City Manager of the City of Ukiah, in his capacity as the Director of Emergency Services for the City, extending the operation period of the Inland Winter Homeless Shelter located at 1045 South State Street in Ukiah through April 30, 2021. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: David Rapport, City Attorney; Tami Bartolomei, OES Coordinator; Craig Schlatter, Director of Community Development; Shannon Riley, Deputy City Manager Page 614 of 658 RESOLUTION NO. 2020-XXXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH, CALIFORNIA, CONFIRMING THE EMERGENCY ORDER OF THE CITY MANAGER OF THE CITY OF UKIAH, IN HIS CAPACITY AS THE DIRECTOR OF EMERGENCY SERVICES FOR THE CITY, EXTENDING THE PERIOD OF OPERATION OF WINTER SHELTER FOR THE HOMELESS LOCATED AT 1045 SOUTH STATE STREET TO APRIL 30, 2021. WHEREAS, on March 4, 2020, the Governor of the State of California r esponded to the COVID-19 pandemic by issuing a Proclamation of State of Emergency under the authority of California Government Code Section 8625; and WHEREAS, on March 18, 2020, in Resolution No. 2020 -14, in response to the Governor’s proclamation and the threat of the spread of COVID-19 in the City, the City Council ratified the proclamation of a local emergency pursuant to Government Code Section 8550, et seq., and Ukiah City Code Section 5125; and WHEREAS, under the Local Emergency Declaration in Resolution No. 2020-14, during the existence of this local emergency, the City Manager or his designee is authorized to take whatever action is authorized under the Ukiah City Code and state and federal law, subject to any required authorization from the City Council, consistent with the Resolution and its basic purposes ; and WHEREAS, under Ukiah City Code Sections 5221.F and 5130, in a declared local emergency the City Manager has the authority to promulgate orders and regulations to provide for the protection of life and property, where necessary to preserve the public order and safety. All such orders and regulations to be effective must be in writing and signed by the promulgating official and must be confirmed at the earliest opportunity by the City Council. NOW, THEREFORE, IT IS ORDERED by the Council of the City of Ukiah that the Emergency Order (Exhibit A) of the City Manager, in his capacity as the Director of Emergency Services for the City, extending the operation period of the Inland Winter Shelter through April 30, 2021, and orders contained therein. PASSED, ADOPTED and APPROVED this 19th day of August, 2020 by the following vote on roll call vote: AYES: NOES: ABSTAIN: ABSENT: _______________________________ Douglas F. Crane, Mayor ATTEST: _______________________________ Kristine Lawler, City Clerk Page 615 of 658   Page 1 of 2   300 Seminary Avenue • Ukiah • CA • 95482-5400 Phone: (707) 463-6200 · Fax: (707) 463-6204 ·www.cityofukiah.com EMERGENCY ORDER OF THE CITY MANAGER OF THE CITY OF UKIAH, IN HIS CAPACITY AS THE DIRECTOR OF EMERGENCY SERVICES FOR THE CITY, EXTENDING OPERATION OF WINTER SHELTER FOR THE HOMELESS LOCATED AT 1045 SOUTH STATE STREET THROUGH APRIL 30, 2021 A. Background: 1. On March 4, 2020, the Governor of the State of California responded to the COVID-19 pandemic by issuing a Proclamation of State of Emergency under the authority of California Government Code Section 8625. 2. On March 18, 2020, in Resolution No. 2020-14, in response to the Governor’s proclamation and the threat of the spread of COVID-19 in the City, the City Council ratified the proclamation of a local emergency pursuant to Government Code Section 8550, et seq., and Ukiah City Code Section 5125. 3. Under the Local Emergency Declaration in Resolution No. 2020-14, during the existence of this local emergency, the City Manager or his designee is authorized to take whatever action is authorized under the Ukiah City Code and state and federal law, subject to any required authorization from the City Council, consistent with the Resolution and its basic purposes. 4. Under Ukiah City Code Section 5130, in a declared local emergency the City Manager has the authority to promulgate orders and regulations to provide for the protection of life and property, where necessary to preserve the public order and safety. All such orders and regulations to be effective must be in writing and signed by the promulgating official and must be confirmed at the next regular meeting of the City Council. 5. The Governor and Mendocino County Health Officer have issued a series of orders to mitigate the risk of COVID-19 infection, and the State of California has made additional funding available to increase shelter capacity and services for the homeless. 6. Per Public Health guidance, individuals experiencing homelessness are strongly urged to obtain appropriate shelter as soon as possible, and governmental and other entities, to the extent feasible, are encouraged to make such shelter available, particularly for vulnerable populations. 7. The current City of Ukiah Major Use Permit issued for the Winter Homeless Shelter operated by Redwood Community Services, Inc. (“RCS”) and located at 1045 South State Street in Ukiah states that operation of the Shelter is permitted “during winter for a duration of six (6) months commencing the first day of operation.” The Homeless Services Community Center Program Plan included as Exhibit A to the Use Permit states that the Winter Homeless Shelter shall operate from November 1, 2019 through April 30, 2020. Page 616 of 658 Page 2 of 2   300 Seminary Avenue • Ukiah • CA • 95482-5400 Phone: (707) 463-6200 · Fax: (707) 463-6204 ·www.cityofukiah.com   8. In order to comply with the April 10, 2020 Mendocino County Public Health Order and to ensure the health and safety of individuals experiencing homelessness, RCS facilitated the expansion of the habitable area at the Winter Homeless Shelter into the adjacent former retail space in order to accommodate more beds. 12. On May 22, 2020, the City Manager, in his capacity as the Director of Emergency Services for the City, approved an emergency order allowing RCS to continue the term of its Use Permit to operate the Inland Winter Homeless Shelter until August 31, 2020 in order to provide for the health and safety of individuals experiencing homelessness. 13. To ensure the continuity of services, the City and RCS wish to extend the operation period of the Winter Homeless Shelter during this local emergency until April 30, 2021. B. Order IT IS ORDERED by the City Manager, in his capacity as the Director of Emergency Services for the City of Ukiah, as follows: 1. The period of operation of the Winter Homeless Shelter located at 1045 South State Street in Ukiah shall be extended to April 30, 2021, provided that the Shelter is operated in substantial conformance with the conditions imposed in Permit 2748 UP-PC issued for the Winter Homeless Shelter. 2. RCS shall be authorized to continue to operate the Winter Homeless Shelter expansion in the adjacent former retail space, provided that, if RCS intends to operate in this adjacent space past April 30, 2021, they shall seek an amendment to their use permit to include the new occupied space and increase in the number of beds. 3. RCS shall implement all COVID-19 social distancing requirements and other mitigation directives/guidelines ordered or advised by the County of Mendocino’s Public Health Officer that are applicable to RCS’s operation and use. RCS shall be responsible for obtaining directives and guidance from the Mendocino County Health & Human Services Agency. 4. RCS shall facilitate provision of all available County homeless services and resources through the Mendocino County Health & Human Services Agency for individuals utilizing the Shelter, as required by the current Homeless Services Community Center Program Plan or as amended during the extended operational period provided for under this order or subsequent orders. ____________________________ Sage Sangiacomo, City Manager Director of Emergency Services, City of Ukiah Date: August 14, 2020 Page 617 of 658 Page 1 of 2 Agenda Item No: 12.e. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-512 AGENDA SUMMARY REPORT SUBJECT: Receive Report Regarding Review of Ordinance for Development of Operating Standards for Community Gardens, Live Entertainment, Outdoor Dining, Sidewalk Cafes, and Specialty Food and Beverage Sales with Tasting; and Provide Direction to Staff as Necessary DEPARTMENT: Community Development PREPARED BY: Craig Schlatter, Community Development Director PRESENTER: Craig Schlatter, Community Development Director ATTACHMENTS: 1. Attachment 1- Ordinance No. 1167 Summary: Council will receive a report from Staff on review of the Ordinance for Development and Operating Standards, located in Division 9, Chapter 2, Article 15.6 of Ukiah City Code, for community gardens, live entertainment, outdoor dining, sidewalk cafes, and specialty food and beverage sales with tasting. Background: On August 3, 2016, City Council adopted Ordinance No. 1167 (Attachment 1), establishing development and operating standards for community gardens, live entertainment, outdoor dining, sidewalk cafes, and specialty food and beverage sales with tasting. The Ordinance also added specific definitions for outdoor dining and sidewalk cafes. At the August 3, 2016 meeting, Council directed that Staff present a one-time review and report on Staff's implementation of the Ordinance, with a specific report of how the Ordinance impacted live entertainment applications. In each of the subsequent years, 2017, 2018, and 2019, Council directed Staff provide additional annual reports related to Ordinance No. 1167. Below is a summary of these previously presented reports. - September 1, 2017 - report presented to Council. No new applications nor new inquiries had been received for activities listed within the Ordinance. - August 1, 2018 - report presented to Council. One new application for a specialty beverage tasting room with sales was received. No other new applications had been received, but three existing outdoor dining permits were renewed. One inquiry was recorded regarding the addition of live music to a restaurant in the downtown. - September 4, 2019 - report presented to Council. No new applications received. A few inquiries were recorded related to sidewalk cafes. Discussion: Since August 2019, Staff has received no new applications for activities permitted by the Ordinance. Three existing outdoor dining permits were renewed in September 2019, and Staff anticipates these permits will be renewed again in September 2020. Although not directly related to Ordinance No. 1167, the City adopted a Temporary Use Permit process to allow businesses more flexibility during the COVID-19 pandemic. This process provides temporary flexibility and streamlines and expedites applications for mobile food vending, business signage, and the use of outdoor space (both public and private) to assist with COVID-related requirements. Prior to the expiration of this program, Staff will present an analysis of its implementation and recommendations regarding its future Page 618 of 658 Page 2 of 2 applicability to the Council. Ordinance No. 1167 appears to still be well-received by the business community, and Staff has recorded no specific feedback related to the Ordinance. Staff recommends Council receive the report and provide additional direction as necessary. Recommended Action: Receive report and provide direction to Staff as necessary. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Shannon Riley, Deputy City Manager Page 619 of 658 1 1 1 ORDINANCE NO. 1167 ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UKIAH ADDING DIVISION 9, CHAPTER 2, ARTICLE 15.6, SECTIONS §9173, §9173.1, §9173.2, §9173.3, §9173.4, §9173.5, 9173.6 TO THE ZONING CODE RELATED TO DEVELOPMENT AND OPERATING STANDARDS FOR: COMMUNITY GARDENS, LIVE ENTERTAINMENT, OUTDOOR DINING, SIDEWALK CAFES, SPECIALTY FOOD AND BEVERAGE SALES WITH TASTING AND AMENDING SECTION §9278 ADDING DEFINITIONS OF OUTDOOR DINNING AND SIDEWALK CAFES The City Council hereby ordains as follows: SECTION ONE — FINDINGS 1. Pursuant to the procedures set forth in the Ukiah Municipal Code section 9265, the Official Zoning Ordinance for the City of Ukiah is amended to include development and operational standards for Community Gardens, Live Entertainment, Outdoor Dining, Sidewalk Cafes, Specialty Food and Beverage Sales with Tasting. 2. Planning Department staff prepared an initial environmental study (IS) in order to evaluate the potential impacts that could result from the Project. Due to the specificity of the standards, the IS concluded the Zoning Ordinance amendments could not have a significant effect on the environment and a Negative Declaration was prepared. 3. The Planning Commission held a duly noticed public hearing on May 11, 2016 and June 16, 2016 after giving notice of said hearing in the manner, for the period, and in the form required by the Ukiah City Code and Government Code sections 65090 and 65091 to consider the Negative Declaration for the Zoning Ordinance Amendments. At the meeting, the Planning Commission received public comment, discussed the initial environmental study, and voted 5-0 to recommend the City Council adopt the negative declaration for the Zoning Ordinance amendments. 4. At the May 11, 2016 and June 16, 2016 public hearing, the Planning Commission conducted a public hearing to consider the Zoning Ordinance Amendments. After receiving public testimony, considering the staff report, and due deliberation, the Planning Commission voted 5- 0 to recommend the City Council approve the Zoning Ordinance amendments, 5. The Project is consistent with General Plan Goal ED -1 by supporting economic development, strong businesses, and CD -3 by promoting aesthetically pleasing urbanscapes, and CD -10 preserving and enhancing neighborhood character. SECTION TWO Article 15.6 of Chapter 2 of Division 9 of the Ukiah City Code is hereby added to tread as follows. Article 15.6. STANDARDS FOR SPECIFIC LAND USES 9173 PURPOSE Sections 9173.2-9173.6 in this Article 15.6 provide site planning, development, and/or operational standards for certain land uses that are allowed in certain zoning districts without discretionary review. The standards for each use are intended to mitigate any potentially adverse impacts associated with the specific use. Page 1 of 10 Attachment 1 Page 620 of 658 9173.1 APPLICABILITY The land uses and activities included in sections 9173.2-91.734.6 of this code shall comply with the provisions of the section applicable to the specific land use, in addition to all other applicable provisions of this article and the Ukiah City Code. A. Where Allowed: The uses that are subject to the standards in sections 9173.2-9173.6 of this code shall only be located in the zoning districts indicted herein. B. Development Standards: The standards for specific land uses included in sections 9173.2- 9173.6 of this code are required and supplement those included in the Ukiah City Code. In the event of any conflict between the requirements of sections 9173.2-9173.6 of this code and those included elsewhere in the City Code, the requirements of sections 9173.2-9173.6 of this code shall control. 9173.2 COMMUNITY GARDENS Community gardens may be located in any zoning district provided they comply with the following standards and requirements: A. Days and Hours of Operation: Seven (7) days a week from seven o'clock (7:00) A.M. until dusk. B. Fencing: Fencing is discouraged. When fencing is required to prevent vandalism or theft, trespassing, and/or encroachment by animals, fencing shall comply with the following: 1. Open Fencing: Open fencing (such as chain link, wrought iron, deer) up to seven 7) feet in height, measured from the grade adjacent to the fence to the top of the fence, is allowed at the property line or set back from the property line. This type of fencing allows the garden to be protected and maximizes the size of the garden while creating an open, pedestrian -oriented use consistent with the purposes of this code. 2. Solid Fencing: Solid fencing (such as wood, masonry) is prohibited since this closes off the site to the public realm, presents a solid unbroken surface which is not pedestrian -oriented, and reduces the size of the garden. C. Herbicides and Pesticides: All pest and weed control shall be accomplished through organic means using the least toxic methods available. If unsure how to combat pests, weeds, and diseases organically, contact the garden team leader or other qualified professionals or organizations for guidance and resources. D. Motorized Equipment: Use of motorized equipment (such as weed eaters, leaf blowers, rototillers) shall be limited to weekdays from eight o'clock (8:00) A.M. to seven o'clock (7:00) P.M. and weekends and holidays recognized by the City of Ukiah from ten o'clock (10:00) A.M. to five o'clock (5:00) P.M. E. Noise: Compliance with the City of Ukiah noise ordinance is required, except as indicated in subsection D of this section, Motorized Equipment, which may be more restrictive. F. Parking: A minimum of one parking space along the street frontage of the community garden shall be provided. Vehicle use by members of the community garden should be limited to taking supplies to and from the garden, rainy or poor weather, or assisting gardeners with a disabilities Users of the garden shall be encouraged to walk or bike to the site in order to reduce the need for parking and parking impacts on neighboring uses. Page 2 of 10 Page 621 of 658 1 1 G. Signs: Signs are limited to identification, informational, and directional signs in conformance with the City of Ukiah sign ordinance requirements. H. Structures — Accessory: The following accessory structures are allowed: tool sheds, greenhouses, cold -frames, hoop houses, compost bins, rain barrel systems, picnic tables, benches, bike racks, garden art, and fences subject to the development standards of the zoning district in which the community garden is located and the requirements of this section. Commercially maintained portable bathrooms are allowed as accessory structures; provided, that they comply with accessibility standards and comply with the development standards of the zoning district in which the community garden is located. Water Use: Every effort shall be made to reduce water usage. Drip irrigation is required where feasible. Mulch and compost shall be used in order to reduce the amount of water needed for garden plots. Prohibitions: Smoking, drinking alcoholic beverages, using illegal drugs, and gambling are prohibited. Weapons, pets and other animals (except service animals) are also prohibited. Ord. 1139, §2 (Exh. A, 5.030), adopted 2012) 9173.3 LIVE ENTERTAINMENT A. Live entertainment uses may occur in the C-1, C-2, and P -F zoning districts provided they comply with the following standards and requirements: 1. Live entertainment shall commence no earlier than 10:00 a.m. and shall end at 11:00 p.m. and is limited to two times a week. 2. Live entertainment shall not violate the City of Ukiah noise ordinance 3. The number of people within a building where live entertainment is performing shall not exceed the occupancy standards contained in the California I3uilding Code or Ukiah City Code. 4. Businesses desiring to have live entertainment shall provide adequate security during and after live entertainment events. 5. Parking shall generally comply with the Ukiah City Code, although on -street parking within commercial zoning districts may be included in the number of parking spaces provided for the live entertainment. 6. Any building proposed for live entertainment shall comply with all Fire Code requirements and shall be reviewed and approved by the Ukiah Fire Marshal. B. Management Plan: Prior to the conduct of live entertainment, the applicant shall submit a Management Plan addressing the items listed below. The Management Plan shall be submitted to the Director of Planning and Community Development for review and action. The Director shall distribute the Plan to the Ukiah Police and Fire Departments for review. The Management Plan shall, at a minimum, include the following: 1. Potential for loitering and how the business will preclude loitering 2. Adequacy of lighting for security and safety purposes. 3. Adequacy of parking. 4. Compatibility and suitability with the existing and allowed uses in the area and/or character of the area, including, but not limited to, proximity to sensitive land uses such as residences, schools, parks, daycare facilities, and churches. 5. Details regarding how security will be provided during and after live entertainment events. Page 3 of 10 Page 622 of 658 6. Likelihood the use would facilitate the vitality, economic viability, and/or provide recreational or entertainment opportunities in an existing commercial area without presenting a significant impact on health and safety. 7. Hours of operation for the business and hours of proposed live entertainment. 8. Other information deemed necessary on a case-by-case basis. If the Management Plan is found acceptable by the Police and Fire Departments, as well as the Director of Planning and Community Development, the Director shall make corresponding findings and approve it writing. C. Relief from any of the standards or requirements may be sought through the Use Permit process. The Director of Planning and Community Development shall determine whether or not a certain Use Permit is minor or major. The determination shall be based, in part. on how much relief is being sought and the location of the proposed live entertainment and its potential to disrupt the area. 9173.4 OUTDOOR DINING On-site outdoor dining may be allowed in the C -N, C-1 and C-2 zoning districts, provided it is incidental to and part of the operation of a restaurant located on the same parcel, and it complies with the standards and requirements listed below. A. Purpose: The provisions of this section are intended to allow outdoor dining in association with a restaurant located on the same parcel as the outdoor dining, where the outdoor dining is clearly incidental to the adjacent restaurant use and will not negatively impact the operations and function of the existing restaurant, including parking facilities, pedestrian access and circulation, and disabled access facilities. B. Location of Outside Dining: Outdoor dining shall be located on the same site as the restaurant which the outdoor dining will serve. Outdoor dining facilities, such as tables, chairs, umbrellas, etc., shall not be located in pedestrian walkways, required parking spaces, or disabled access facilities (such as parking spaces, walkways, entries, etc.). Outdoor dining areas may be located in landscaped areas if located in such a manner as to not damage the landscaping. C. Hours of Operation: Days and hours of operation for the outdoor dining shall not extend beyond the hours of operation for the restaurant which it serves. Tables, chairs, and all other furniture used in the operation of outdoor dining shall be removed from any pedestrian walkways and stored indoors at night and whenever the cafe is not in operation. D. Live Entertainment: Outdoor dining shall not be used for live entertainment unless in compliance with section 9173.3 of this code. E. Tables, Chairs, Furniture, Signage: 1. In order to provide adequate and safe ingress/egress, a minimum unobstructed pedestrian walkway width of forty-eight inches (48") or the width of the doors, whichever is greater, shall be maintained. The required width of the unobstructed pedestrian walkway shall extend from the front of the door(s) to the public sidewalk. A reduced width may be approved by the Building Official in compliance with the building code. 2. A minimum of sixty inches (60") of unobstructed space shall be maintained between exits and any furniture or fixtures related to outdoor dining, or as required by the building code, whichever is greater. Page 4 of 10 Page 623 of 658 3. All outdoor dining furniture, including tables, chairs, umbrellas, and planters, shall be movable. 4. Umbrellas shall be secured with a minimum base of not less than sixty (60) pounds and shall leave a vertical clearance of seven feet (7') from the sidewalk surface. 5. Outdoor heaters are allowed subject to fire and building code compliance. Non -live music and/or speakers may be used provided the music does not violate the City of Ukiah noise ordinance. 6. No signage shall be allowed in the outdoor dining area except for the name of the establishment on an awning or umbrella fringe and in compliance with this section and Division 3, Chapter 7 of this code (sign ordinance). F. Maintenance: The property and/or business owner are responsible for maintaining all outdoor dining furnishings and the outdoor dining area in good condition, including, but not limited to, the following: 1. AH outdoor dining furnishings and all exterior surfaces within the outdoor dining area shall be easily cleanable and kept clean and free of debris. The outdoor dining area and adjacent areas kept in a clean and safe condition. G. Food and Beverages: Outdoor dining areas may only serve food and nonalcoholic beverages prepared or stocked for sale at the adjoining indoor restaurant; provided, however, that the service of beer or wine or both, solely for on -premises consumption by customers within the outdoor dining area, may be authorized by the Planning Director and Police Department if each of the following requirements are met: 1. The outdoor dining operation is duly licensed, or prior to the service of any beer or wine, will be duly licensed by State authorities to sell beer or wine for consumption within the outdoor dining area. 2. The authorized outdoor dining area is identified in a manner which will clearly separate and delineate it from the areas of the sidewalk that will remain open to pedestrian traffic. 3. One or more signs, as approved as part of the encroachment permit, are posted during all times the sidewalk cafe is in operation, which shall give notice to the cafe's customers that the drinking of beer or wine or the carrying of any open container which contains beer or wine is prohibited and unlawful outside the delineated outdoor dining area. Outdoor dining areas authorized by the Planning Department and Police Department and in compliance with the requirements of this section are exempt from section 6000 of this code. H. Service Requirements: 1. Service areas (such as busing and service stations) may be located within the outdoor dining area. Service areas shall comply with subsection B of this section Location of Outside Dining). Outdoor food preparation in the outdoor dining area is prohibited. Page 5 of 10 Page 624 of 658 2. Restrooms for the outdoor dining area shall be provided in the adjoining indoor restaurant. Seating for the outdoor dining may be counted in determining the restroom requirements for the indoor restaurant at the discretion of the Building Official. Revocation: The outdoor dining may be revoked by the City upon finding that one or more of the requirements of this section have been violated or that the outdoor dining is being operated in a manner that constitutes a nuisance. 9173.5 SIDEWALK CAFE A. A sidewalk cafe may be allowed in the C -N, C-1, and C-2 zoning districts provided it is incidental to and part of the operation of a restaurant and it complies with the standards and requirements listed below; B. Purpose: The provisions of this section are intended to allow a sidewalk cafe to operate in association with an allowed restaurant use, where the sidewalk cafe is clearly incidental to the restaurant use and will not negatively impact the right-of-way. C. Permit Requirements: A sidewalk cafe shall require the approval of an encroachment permit from the Department of Public Works and Planning and Community Development Department. D. Limitations and Requirements: A sidewalk cafe may be allowed only where allowed by section 9173.4 and only when the sidewalk cafe is incidental to and part of the operation of an adjacent restaurant and when in compliance with the following requirements of this section. 1. Where Permissible: A sidewalk cafe may be located on a public sidewalk immediately adjacent to and abutting the indoor restaurant which operates the cafe; provided, that the area in which the sidewalk cafe extends is no farther along the sidewalk frontage than the operating indoor restaurant. 2. Location of Sidewalk Cafes: Each cafe shall be confined to a defined location on the sidewalk immediately adjacent to the restaurant which operates the cafe. 3. Hours of Operation: Sidewalk cafes may operate on days whenever fair weather would enhance outdoor dining. The hours of operation shall not exceed eight o'clock (8:00) A.M. to nine o'clock (9:00) P.M. Tables, chairs, and all other furniture used in the operation of a sidewalk cafe shall be removed from the sidewalk and stored indoors at night and whenever the cafe is not in operation. Additional hours may be authorized with Zoning Administrator approval of a minor use permit. 4. Sidewalk Clearances: A sidewalk cafe may be allowed only where the sidewalk is wide enough to adequately accommodate the usual pedestrian traffic in the area, to comply with California State accessibility standards and federal ADA requirements, and the operation of the proposed cafe. 5. Live Entertainment: A sidewalk cafe shall not be used for live entertainment. Live entertainment at sidewalk cafes may be authorized in compliance with section 9224.6 of this code. E. Tables, Chairs, Furniture, Signage: Page 6 of 10 Page 625 of 658 1 1 1 1. All tables and chairs comprising a sidewalk cafe shall be situated in a safe fashion and away from any sidewalk or street barrier including a bollard, and shall not be within eight feet (8') feet of any designated bus stop. 2. The dining area shall not impede the use of public furnishings such as lighting, benches, etc. 3. In order to provide adequate and safe ingress/egress, a minimum unobstructed public sidewalk width of forty-eight inches (48") shall be maintained for the entire length of the sidewalk cafe. The required width shall extend from the front of the door(s) to the end of the sidewalk cafe. 4. A minimum of sixty inches (60") of unobstructed space shall be maintained between exits and any furniture or fixtures related to the sidewalk cafe, or as required by the building code, whichever is greater. 5. All sidewalk cafe furniture, including tables, chairs, umbrellas, and planters, shall be movable. Umbrellas shall be secured with a minimum base of not less than sixty (60) pounds and shall leave a vertical clearance of seven feet (7') from the sidewalk surface. Outdoor heaters are allowed subject to fire and building code compliance. Music and/or speakers may be authorized with Zoning Administrator approval of a minor use permit. 8. No signage shall be allowed at the sidewalk cafe except for the name of the establishment on an awning or umbrella fringe and in compliance with this section and the sign ordinance (Division 3, Chapter 7 of this code). 9. All furnishings and other items associated with the sidewalk cafe shall be removed from the sidewalk during nonoperation hours of the cafe. Storage of these items outside may be authorized with Zoning Administrator approval of a minor use permit. 10. Any proposed seating in the vicinity of street trees shall comply with the City's Management Guidelines adopted December 1, 2010 Maintenance: The permittee is responsible for maintaining all outdoor dining furnishings and the sidewalk cafe area in good condition, including, but not limited to, the following: 1. AH outdoor dining furnishings and all exterior surfaces within the sidewalk cafe area shall be easily cleanable and kept clean and free of debris. 2. The sidewalk cafe area and adjacent areas shall be kept in a clean and safe condition. G. Food and Beverages: A sidewalk cafe may serve only food and nonalcoholic beverages prepared or stocked for sale at the adjoining indoor restaurant; provided, however, that the service of beer or wine or both solely for on -premises consumption by customers within the areas of the sidewalk cafe may be authorized by the Planning Director and Police Department as part of the required encroachment permit if each of the following requirements are met: Page 7 of 10 Page 626 of 658 1. The sidewalk cafe operation is duly licensed, or prior to the service of any beer or wine will be duly licensed by State authorities to sell beer or wine for consumption within the area of the sidewalk cafe. 2. The area in which the sidewalk cafe is authorized is identified in a manner, as part of the encroachment permit, which will clearly separate and delineate it from the areas of the sidewalk that will remain open to pedestrian traffic. 3. One or more signs, as approved as part of the encroachment permit, are posted during all times the sidewalk cafe is in operation, which shall give notice to the cafe's customers that the drinking of beer or wine or the carrying of any open container which contains beer or wine is prohibited and unlawful outside the delineated area of the sidewalk cafe. Sidewalk cafes authorized by the Planning Department and Police Department as part of the required encroachment permit and in compliance with the requirements of this section are exempt from section 6000 of this code. H. Service Requirements: 1. The outdoor preparation of food and busing and service stations are prohibited at the sidewalk cafe. Outdoor service station may be authorized with Zoning Administrator approval of a minor use permit. Restrooms for the sidewalk cafe shall be provided in the adjoining indoor restaurant. Seating for the sidewalk cafe may be counted in determining the restroom requirements for the indoor restaurant at the discretion of the Building Official. Trash and refuse receptacles for the sidewalk cafe shall not be permitted within the area designated for the sidewalk cafe or on adjacent sidewalk areas and the permittee shall remove trash and litter as they accumulate. Trash and/or refuse containers may be authorized within the outdoor dining area or adjacent sidewalk areas with Zoning Administrator approval of a minor use permit. I. Power to Prohibit Operation of the Sidewalk Cafe: Any encroachment permit issued for a sidewalk cafe shall provide that the City shall have the right and power, acting through the City Manager or designee, to prohibit the operation of a sidewalk cafe at any time because of anticipated or actual problems or conflicts in the use of the sidewalk area. Such problems may arise from, but are not limited to, scheduled festivals and similar events, or parades or marches, or repairs to the street or sidewalk, or from demonstrations or emergencies occurring in the area. To the extent possible, the permittee shall be given prior written notice of any time period during which the operation of the sidewalk cafe will be prohibited by the City, but any failure to give prior written notice shall not affect the right and power of the City to prohibit the cafe's operation at any particular time. Conditions: In connection with granting the encroachment permit for a sidewalk cafe, conditions may be imposed in granting approval as deemed necessary for the proposed operation to meet the operating requirements of this section. K. Modifications: In the event the City determines during the operation of an approved sidewalk cafe that additional or revised conditions are necessary in order for the sidewalk cafe to comply with the requirements of this section, the City shall have the ability to add additional conditions to the approved encroachment permit. Page 8 of 10 Page 627 of 658 1 1 L. Revocation: The encroachment permit to operate a sidewalk cafe may be revoked by the City upon finding that one or more conditions of the permit or this section have been violated or that the sidewalk cafe is being operated in a manner that constitutes a nuisance or that the operation of the sidewalk cafe unduly impedes the movement of pedestrians past the sidewalk cafe. (Ord. 1139, §2 (Exh. A, 5.080), adopted 2012) Revocations may be appealed per the process outlined in Section 5613 of the City of Ukiah Municipal Code. 9173.6 SPECIALTY FOOD AND BEVERAGE SALES WITH TASTINGS Specialty food and beverage sales with tastings may be allowed in the C -N, C-1, C-2, and P -F zoning districts provided they comply with the following standards and requirements: A. Days and Hours of Operation: Days and hours of operation shall be limited to daily from ten o'clock (10:00) A.M. to ten o'clock (10:00) P.M. Additional hours may be authorized with Zoning Administrator approval of a minor use permit. B. Live Entertainment: Live entertainment is allowed in compliance with section 9173.3 of this code and may perform until eight o'clock (8:00) P.M. Other arrangements for live entertainment may be authorized with Zoning Administrator approval of a minor use permit. C. Outdoor Seating: Outdoor seating is allowed in compliance with the applicable requirements for outdoor dining included in section 9173.4 of this code or sidewalk cafes in section 9173.5 of this code. D. Minor Use Perrnit: An application for a minor use permit to allow additional operating hours and/or live entertainment in a manner that exceeds the operating characteristics required in this section may be authorized with Zoning Administrator approval of a minor use permit. An application for a minor use permit shall address the following considerations: 1. Potential for loitering and how the business will preclude loitering. 2. Adequacy of lighting for security and safety purposes. 3. Adequacy of parking. 4. Compatibility and suitability with the existing and allowed uses in the area and/or character of the area, including but not limited to proximity to sensitive land uses such as residences, schools, parks, daycare facilities, and churches. 5. Likelihood the use would facilitate the vitality, economic viability, and/or provide recreational or entertainment opportunities in an existing commercial area without presenting a significant impact on health and safety. 6. Details regarding how security will be provided during and after live entertainment events. 7. Other information deemed necessary on a case-by-case basis. E. Minor Use Perrnit Findings: The above considerations shall be incorporated as findings for approval, conditional approval, or disapproval of a use permit for a specialty food and beverage sales with tastings in addition to the findings required by Article 20 of this Code. 9278 DEFINITIONS Page 9 of 10 Page 628 of 658 OUTDOOR DINING- A designated area on the premise of a retail food establishment or restaurant, but outside the principal building, and where patrons may sit at tables while consuming food and beverages ordered from the establishment. SIDEWALK CAFES- A designated area of a public sidewalk where patrons may sit at tables while consuming food and beverages ordered from the establishment. SECTION THREE 1. Severability: If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held by a court of competent jurisdiction to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of the Ordinance. The City Council of the City of Ukiah hereby declares that it would have passed this Ordinance and each section, subsection, sentence, clause and phrase thereof irrespective of the fact that one or more sections, subsections, sentences, clauses or phrases may be held invalid or unconstitutional. 2. Publication: Within fifteen (15) days after its adoption, this Ordinance shall be published once in a newspaper of general circulation in the City of Ukiah. In lieu of publishing the full text of the Ordinance, the City may publish a summary of the Ordinance once 5 days prior to its adoption and again within fifteen (15) days after its adoption. 3. Effective Date: The ordinance and shall become effective thirty (30) days after its adoption. Introduced by title only on July 20, 2016, by the following roll call vote: AYES: Councilmembers Crane, Doble, Brown, and Mayor Scalmanini NOES: None ABSENT: Councilmember Mulheren ABSTAIN: None Adopted on August 3, 2016, by the following roll call vote: AYES: Councilmembers Crane, Mulheren, Doble, Brown, and Mayor Scalmanini NOES: None ABSENT: None ABSTAIN: None ATTEST: 4../Gbt,(., Kristine Lawler, City Clerk Page 10 of 10 fiedu2-1-- ) 1.4-€40,1art-‘0-tc ephen G. Scalmanini, Mayor Page 629 of 658 Page 1 of 3 Agenda Item No: 12.f. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-479 AGENDA SUMMARY REPORT SUBJECT: Receive Report Regarding Annual Review of Ordinance for the Regulation of Shopping Cart Containment and Retrieval, and Provide Direction as Necessary. DEPARTMENT: Community Development PREPARED BY: Craig Schlatter, Community Development Director PRESENTER: Craig Schlatter, Community Development Director. ATTACHMENTS: 1. Ordinance No. 1187 Shopping Cart Containment and Retrieval 2. Ordinance No. 1191 Amending Shopping Cart Containment and Retrieval Ordinance Summary: City Council will receive a report from Staff regarding an annual review of the ordinance for the regulation of shopping cart containment and retrieval, Ordinance No. 1187. Background: On April 4, 2018, City Council adopted Ordinance No. 1187 (Attachment 1), an ordinance adding Article 8 to Chapter 2, Division 2 and Article 11 to Chapter 1, Division 7 of the Ukiah City Code (UCC) to regulate shopping cart containment and retrieval. An amendment to Ordinance No. 1187 amending UCC Sections 6096 and 6098 to more closely parallel the Business and Professions Code Section 22435.2 and avoid preemption issues was adopted by Council on December 5, 2018, through Ordinance No. 1191 (Attachment 2). Council requested a one-time review of the Ordinance one year after the effective date of the Ordinance. Staff provided this update on July 3, 2019. A summary of the July 3, 2019 report is below: - Ordinance No. 1187 became effective May 4, 2018. On May 9, 2018, the Community Development Department (CDD) released packets informing the businesses of the new ordinance. The packets also included a shopping cart plan template that could be used by the businesses to complete their plans. - By August 7, after a 90-day grace period suggested by the shopping cart ad hoc, four shopping cart plans had been received. Of the four plans received, two plans (10% of businesses) met ordinance requirements and were approved by CDD. No shopping cart plans were received from 16 businesses. - CDD conducted an extension outreach campaign via phone in August. Two additional businesses submitted plans, which were approved. - CDD released a first warning letter to the 80% of businesses still out of compliance, as well as follow-up calls to the businesses. Six plans were submitted as a result of this effort, and all six plans were approved. - CDD released a final warning letter to the 10 businesses still out of compliance as of December 3, 2018. This final warning letter marked the start of the code enforcement proceedings and was referred to as a Notice of Violation. Four additional shopping cart plans were received and approved as a result of this letter. - As of January 1, 2019, 14 businesses (70%) were in compliance with shopping cart plan requirements listed Page 630 of 658 Page 2 of 3 in Ordinance No. 1187. The remaining six businesses were referred to the City Attorney's Office for code enforcement legal proceedings. - As a result of the City Attorney's letters, two additional businesses were brought into compliance as of June 26, 2019. - As of July 3, 2019, the remaining four businesses were still out of compliance with Ordinance No. 1187. Overall, during its first year of implementation the Ordinance appeared effective in accomplishing the intentions of the ad hoc and reducing the number of abandoned carts citywide, as well as reducing the impact related to cart retrieval on Ukiah Police Department (UPD) officers related to cart retrieval. Enforcement responsibilities and efforts increased, however, for CDD Staff and the City Attorney's Office. Additionally, it was only through CDD and City Attorney enforcement efforts that 90% of businesses achieved compliance with the Ordinance. CDD staff time per business on average, for example, was approximately 10- 15 hours. This was a point to be reviewed and considered in the future. The Council received the report and provided direction to Staff to present annual reports on the Ordinance going forward. In accordance with this direction, this 2019-2020 annual report provides an update since July 3, 2019, as well as evaluating the effectiveness of the Ordinance in accomplishing the policy directive of the Council. Discussion: Section 2384F of Ordinance No. 1187 requires that "every two years a business owner may renew an exemption or a previously approved shopping cart plan, without modification, if no more than six of the owner's shopping carts have been found off-site within the previous three months. The owner shall submit a written application for renewal by July 1st, together with the owner's statement that no more than six of the business's shopping carts have been found off-site within the previous three months." To assist the businesses in meeting this biennial plan renewal requirement, on May 5, 2020, CDD Planning Division staff sent letters to the 16 businesses that had submitted approved plans in 2018-2019. Staff did not send biennial renewal letters to the four businesses that still, as of May 4, 2020, had never submitted a shopping cart plan. At the time of development of the Ordinance, Staff and the ad hoc believed the biennial plan renewal process would be relatively straightforward and involve little effort by Staff or the businesses. Staff approached the biennial renewal process from this standpoint, sending courtesy letters to each of the 16 businesses that had previously submitted approved plans and making one follow-up call to each business that had not met the biennial renewal requirement by July 1, 2020. As of August 12, 2020, five businesses had submitted new plans meeting the requirements of the Ordinance and two businesses had submitted a written statement that there had been no changes to their previously approved plans. Although these seven businesses (35%) are materially in compliance with Ordinance No. 1187, the two businesses submitting written statements of no plan changes did not make a statement that no more than six of their businesses' shopping carts were found off-site within the previous months, per Section 2384F. Nine businesses that had previously submitted approved plans had not completed their biennial plan renewal by July 1, 2020, and are now out of compliance with the Ordinance. Overall compliance statistics are as follows: - Zero (0) businesses met the requirement of submitting an owner's statement that no more than six of the business's shopping carts have been found off-site within the previous three months. - Seven (7) businesses (35%) submitted approved plans or statements that their plans had not changed, and besides not having the owner's statement, are in full compliance with the Ordinance. Page 631 of 658 Page 3 of 3 - Nine (9) businesses (45%) with previously approved plans have not met their biennial plan renewal requirement and are currently out of compliance with the Ordinance. - Four (4) businesses (20%) still have never submitted plans and are out of compliance. Overall Evaluation of the Ordinance, 2019-2020: The Ukiah Police Department reported a 63% increase in the number of shopping cart citations issued between June 2019 and July 2020, as well as mentioning there are "a large number" of unclaimed carts at the City yard. UPD also reported that as of December 31, 2019, the California Shopping Cart Retrieval Service had collected 1,594 shopping carts citywide (due to budgetary issues, UPD is no longer tracking current data from this company). Comparing 2018-2019 to 2019-2020, it appears that when a significant amount of time is dedicated by Staff in outreach and enforcement efforts, primarily by the Community Development Department and City Attorney's Office, more businesses achieve compliance with the ordinance. This in turn leads to fewer abandoned shopping carts citywide and less impact to UPD in the issuance of citations. These two metrics- fewer abandoned shopping carts and less impact to UPD officers- were the two primary objectives of ad hoc and Council in developing the Ordinance. Given the challenges with implementation and general lack of compliance, Staff recommends Council consider directing Staff to review compliance and enforcement and provide recommendations for Council's consideration. Recommended Action: Receive report from Staff and provide direction as necessary. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Captain Sean Kaeser, Ukiah Police Department; Darcy Vaughn, Assistant City Attorney Page 632 of 658 1 1 1 ORDINANCE NO. 1187 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UKIAH ADDING ARTICLE 8 TO CHAPTER 2, DIVISION 2 AND ARTICLE 11 TO CHAPTER 1, DIVISION 7 OF THE UKIAH CITY CODE TO REGULATE SHOPPING CART CONTAINMENT AND RETRIEVAL The City Council of the City of Ukiah ordains as follows: SECTION ONE. FINDINGS AND DECLARATION OF INTENT: The City Council of the City of Ukiah hereby finds and declares as follows: Abandoned shopping carts constitute a nuisance, create potential hazards to the health and safety of the public, and interfere with pedestrian and vehicular traffic within the City. 2. The accumulation of wrecked, dismantled and abandoned shopping carts on public and private property also tends to create conditions that reduce property values, promoting blight and deterioration in the City. The intent of this Ordinance is to ensure that measures are taken by businesses that own and use shopping carts to prevent the removal of shopping carts from store premises. 4. This Ordinance is based in part on California Business and Professions Code section 22435 and following. SECTION TWO. Article 8, entitled "Shopping Cart Containment and Retrieval" is added to Chapter 2, Division 2 of the Ukiah City Code and shall read as follows. ARTICLE 8. SHOPPING CART CONTAINMENT AND RETRIEVAL Sections: 2380 Applicability. 2381 Definitions. 2382 Prohibitions. 2383 Shopping cart identification signs. 2384 Shopping cart plan. 2385 Enforcement. 2380 Applicability. This Article applies to: A. Each business owner in the City that provides shopping carts for customer use on the business premises: and B. Any person who removes or who is in possession of or who has abandoned an off- site shopping cart. Page 1 of 7 Attachment 1 Page 633 of 658 2381 Definitions. Administrator means the Director of Planning and Community Development or his or her designee. Business owner or owner means one or more persons or any legal entity, such as, but not limited to, a corporation, limited liability company, partnership or association that owns a business that provides shopping carts for customer use on the premises. Off-site shopping cart means a shopping cart that has been removed from the premises where it belongs in violation of the requirements of this Article. Premises means the entire area owned or under the control of a business owner, including the parking area and for businesses in a shopping center or other development where common areas serve more than one business, the common area shared by the business with other businesses in the development. Shopping cart or cart means a basket or a similar device which is mounted on wheels and is generally owned and used as part of a retail establishment and used by a customer for transporting goods. Shopping cart plan means a document submitted to the City by the business owner, under Ukiah City Code Section 2384.C. 2382 Prohibitions. A. Prohibitions Applicable to Business Owners. It is unlawful and a violation of this Article for a business owner to: 1. Fail to affix an identifying sign to each shopping cart; 2. Fail to submit a shopping cart plan or request for exemption in conformance with Ukiah City Code Section 2384.B; 3. Fail to comply with an approved shopping cart plan; or 4. Allow or authorize a shopping cart to be removed from the premises, except to allow for shopping carts to be serviced or repaired by a qualified and licensed company off-site. B. Other Prohibitions. It is unlawful and a violation of this Article for a person to: 1. Remove a shopping cart from the premises where it belongs; or 2. Possess an off-site shopping cart; or 3. Abandon an off-site shopping cart; or 4. Alter, convert, or tamper with a shopping cart, or remove any part or portion thereof or remove, obliterate or alter an identifying sign or serial numbers on a shopping cart. Page 2of7 1 1 Page 634 of 658 1 1 1 2383 Shopping cart identification signs. The business owner shall have a sign permanently affixed to each cart in a prominent location. The sign shall include all of the following information: A. The identity of the owner of the cart or the business, or both; B. The valid address or phone number of the business for returning the cart to the owner or business; C. Notice to the public that the unauthorized removal of the cart from the premises or the unauthorized possession of the cart is a violation of state law and of the Ukiah City Code; and D. Notice to the public that there shall be no authorized removal of the cart from the premises. 2384 Shopping cart plan. A. General requirement. Each owner of a business shall submit to the Administrator, obtain approval from the Administrator, and effectively implement a shopping cart plan in accordance with this Article. B. Exemptions. A business owner is exempt from this Article, for two years at a time, if the owner submits an exemption request and meets all of the following requirements: 1. The business has effective restraints that prohibit any carts from exiting the premises or from operating off the premises. Examples of such effective restraints include but are not limited to: poles attached to carts to keep them from passing a certain point; electronic wheel locks on all carts which prevent wheels from rolling past the perimeter of the premises; physical constraints such as bollards; and continuous use of courtesy clerks to accompany customers and return the carts to the store. 2. The business secures all shopping carts during the hours the business is closed by storing carts inside or locking them outside. C. Contents of the shopping cart plan. The shopping cart plan shall include all of the following elements: 1. Name, address and telephone number of the business, the business owner and the name and telephone number of the on-site manager. 2. The number of on-site shopping carts, and a description of how the business owner intends to comply with the requirements for sign identification on carts. 3. Public notices. A description of a customer education process by which the business owner will inform customers that the removal or off-site possession or abandonment of carts is a violation of state law and this Article. This information may include business signs posted in prominent places, flyers, warnings on shopping bags, direct mail, in - Page 3 of 7 Page 635 of 658 store announcements, or other means demonstrated to be effective. Public notice to customers shall include signage permanently affixed to each shopping cart that that identifies the owner of the cart or the retailer, or both, as set forth in Business & Professions Code Section 22435.1 and Section 2383 of this Code. 4. Employee training. A description of an annual (or more frequent) employee training program to educate existing and new employees about the shopping cart plan. 5. Loss prevention. A description of the measures that the business owner will implement to prevent the removal of shopping carts from the premises. These measures may include any of those listed in subsection B of this section or use of security personnel to prevent removal, security deposit for use of a cart, or other measures demonstrated to be effective. 6. Cart retrieval. A plan for mandatory retrieval of off-site shopping carts on at least a weekly basis, and within three business days of notice from the City under Ukiah City Code Section 2385.A. The Administrator may require retrieval on a more frequent time schedule based on the number of off-site carts from the business requiring retrieval. Cart retrieval may be done by the business owner, business employees or agents, or a cart retrieval service contracted for by the business owner or by a combination of owners. A business owner is not required to retrieve an off-site cart in someone's possession and containing personal property of the person. 7. Implementation: The plan shall describe the measures the owner intends to take to prevent the removal of shopping carts from the premises, to retrieve off-site shopping carts on at least a weekly basis, and to modify these measures should they result in circumstances that would justify revocation of the plan as set forth in Subsection G of this Section. D. Administrator review. Within 30 days after a shopping cart plan is submitted, the Administrator shall render a decision to approve or deny the plan, or to request additional information. If a plan is rejected as incomplete or inadequate, or if additional information is needed, the Administrator shall notify the owner in writing. The owner has 30 days from the date such notification is given to submit the additional information or a complete or adequate plan, as the case may be. The Administrator may deny a plan on any of the following grounds: 1. The plan fails to include the information required under this Article or fails to adequately address the required elements. 2. The plan fails to meet the standards contained in Subdivision C.5 to prevent removal of carts. 3. Implementation of the plan violates this Article, or a local, state or federal law. 4. The owner knowingly makes a false statement in or omits material facts from the plan, or any amendment. E. Plan modification. The owner may submit a plan modification of any previously approved Page 4 of 7 1 1 Page 636 of 658 1 1 1 shopping cart plan to address changed circumstances or to modify ineffective provisions. The Administrator shall review and consider the modification in the same manner set forth in Subsection D of this Section. F. Biennial renewal. Every two years a business owner may renew an exemption or a previously approved shopping cart plan, without modification, if no more than six of the owner's shopping carts have been found off-site within the previous three months. The owner shall submit a written application for renewal by July 1st, together with the owner's statement that no more than six of the business's shopping carts have been found off-site within the previous three months. G. Denial or revocation. The Administrator may revoke a plan approved under Subsection D of this Section, deny a renewal under Subsection F of this Section, or revoke an exemption granted under Subsection B of this Section if: 1. A shopping cart has been found on public property on seven or more occasions within the prior three-month period; 2. The owner has failed to comply with a provision of this Article; 3. The owner has knowingly made a false statement or failed to disclose material information in an application, an amendment or a report required or provided under this Article. 2385 Enforcement. A. Retrieval. Whenever the Administrator notifies a business owner of an off-site cart, either verbally or in writing, the owner shall retrieve the cart within three business days. B. Violations. The following will be subject to any enforcement procedures permitted by law, as set forth in Subsection C of this Section: 1. An owner who violates this Article or a provision of the owner's approved shopping cart plan; 2. A person who removes or possesses or abandons a shopping cart off-site; 3. A person who alters, converts, or tampers with a shopping cart; or 4. An owner of real property who allows off-site carts to remain on his, her or its real property. C. The enforcement procedures permitted by law for violations of this Article include: 1. Revocation of an exemption under Ukiah City Code Section 2384.B. 2. The requirement for a stricter shopping cart plan. Page 5 of 7 Page 637 of 658 3. Prosecution as a misdemeanor under the authority of California Business and Professions Code sections 22435.2, 22435.3 or 22435.13 or Section 6098 of this Code. 4. Imposition of a fine not exceeding (1) one hundred dollars ($100.00) for a first violation, 2) two hundred dollars ($200.00) for a second violation within the same year, and (3) five hundred dollars ($500.00) for each additional violation within the same year. 5. Procedures for abatement of a nuisance under Ukiah City Code Sections 3452.K and 3402.A, the civil and criminal penalties in Ukiah City Code Section 3424, and any other applicable administrative procedures contained in the Ukiah City Code. 6. Civil action for enforcement, including to abate a public nuisance by injunction, the City Council declaring that a violation of this Article constitutes a public nuisance. 7. Proceedings for revocation of a use or site development permit, if applicable. These enforcement procedures and penalties are cumulative with each other and any other remedy available at law or in equity, and are not mutually exclusive. Any one or more of them may apply and be used or charged in response to a single violation of this Article. SECTION THREE. Article 11, entitled "Shopping Carts" is added to Chapter 1, Division 7 of the Ukiah City Code and shall read as follows. ARTICLE 11. SHOPPING CARTS Sections: 6096 Unauthorized removal, alteration, or possession of a shopping cart. 6097 Definitions. 6098 Penalty for Violation. 6096 Unauthorized removal, alteration, or possession of a shopping cart. It is unlawful and a public nuisance for any person to: A. Remove a shopping cart from the business premises where it belongs; or B. Possess or abandon an off-site shopping cart; or C. Alter, convert, or tamper with a shopping cart, remove any part or portion thereof or remove, obliterate or alter an identifying sign or serial numbers on a cart. 6097 Definitions. All terms in this Article shall have the meaning stated in Section 2381 of this Code. 6098 Penalty for Violation. In addition to the penalty prescribed in Business and Professions Code Section 22435.3 or any amendment thereof, a violation of this Article is a misdemeanor, subject to a fine not exceeding five hundred dollars ($500.00) or imprisonment in the County jail for a period not exceeding Page 6 of 7 1 1 Page 638 of 658 1 1 1 three (3) months, or by both such fine and imprisonment. SECTION FOUR. 1. SEVERABILITY. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases of this Ordinance, or its application to any other person or circumstance. The City Council of the City of Ukiah hereby declares that it would have adopted each section, subsection, subdivision, paragraph, sentence, clause or phrase hereof, irrespective of the fact that any one or more other sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases hereof be declared invalid or unenforceable. 2. EFFECTIVE DATE. This Ordinance shall be published as required by law in a newspaper of general circulation in the City of Ukiah, and shall become effective thirty (30) days after its adoption. Introduced by title only on March 21, 2018, by the following roll call vote: AYES: Councilmembers Brown, Scalmanini, Crane, Mulheren, and Mayor Doble NOES: None ABSENT: None ABSTAIN: None Adopted on April 4, 2018, by the following roll call vote: AYES: Councilmembers Brown, Scalmanini, Crane, and Vice Mayor Mulheren NOES: None ABSENT: Mayor Doble ABSTAIN: None f Maure-n Mulheren, Vic Mayor ATTEST: 11/1_5.1)1A -e (*.6t (Z-• Kristine Lawler, City Clerk Page 7of7 Page 639 of 658 1 1 1 ORDINANCE NO. 1191 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING ARTICLE 11 TO CHAPTER 1, DIVISION 7 OF THE UKIAH CITY CODE TO REGULATE ENFORCEMENT OF SHOPPING CART CONTAINMENT AND RETRIEVAL ORDINANCE. The City Council of the City of Ukiah ordains as follows: SECTION ONE. Article 11, entitled "Shopping Carts" in Chapter 1, Division 7 of the Ukiah City Code shall be amended to read as follows. ARTICLE 11. SHOPPING CARTS Sections: 6096 Unauthorized removal. alteration, or possession of a shopping cart. 6097 Definitions. 6098 Penalty for Violation. 6096 Unauthorized removal, alteration, or possession of a shopping cart. It is unlawful and a public nuisance for any person to do any of the following acts, if a shopping cart or laundry cart has a permanently affixed sign in compliance with Section 2383 of this Code: A. Remove a shopping cart from the business premises where it belongs. with the intent to temporarily or permanently deprive the business owner or business of possession of the cart: or B. Possess or abandon an off-site shopping cart, with the intent to temporarily or permanently deprive the business owner or business of possession of the cart; or C. Alter, convert, or tamper with a shopping cart, remove any part or portion thereof or remove, obliterate or alter an identifying sign or serial numbers on a cart. with the intent to temporarily or permanently deprive the business owner or business of possession of the cart. 6097 Definitions. All terms in this Article shall have the meaning stated in Section 2381 of this Code. 6098 Penalty for Violation. Any person who knowingly or willfully violates any provision of this Article is guilty of a misdemeanor. SECTION FOUR. 1. SEVERABILITY. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining sections, subsections, subdivisions, paragraphs. sentences, clauses or phrases of 1 Attachment 2 Page 640 of 658 this Ordinance, or its application to any other person or circumstance. The City Council of the City of Ukiah hereby declares that it would have adopted each section, subsection, subdivision, paragraph, sentence, clause or phrase hereof, irrespective of the fact that any one or more other sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases hereof be declared invalid or unenforceable. 2. EFFECTIVE DATE. This Ordinance shall be published as required by law in a newspaper of general circulation in the City of Ukiah, and shall become effective thirty (30) days after its adoption. Introduced by title only on November 7, 2018, by the following roll call vote: AYES: Councilmembers Brown, Scalmanini, Crane, Mulheren, and Mayor Doble NOES: None ABSENT: None ABSTAIN: None Adopted on December 5, 2018, by the following roll call vote: AYES: Councilmembers Orozco, Brown, Scalmanini, Crane, and Mayor Mulheren NOES: None ABSENT: None ABSTAIN: None 1\( Maureen Mulheren, Mayor ATTEST: t Vb ' (iv Kristine Lawler, City Clerk 2 1 Page 641 of 658 Page 1 of 3 Agenda Item No: 12.g. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2020-481 AGENDA SUMMARY REPORT SUBJECT: Continued Discussion and Possible Adoption of Resolution Amending Procedures for Annual Appointment and Rotation of Mayor, Vice Mayor, and City Councilmembers. DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Kristine Lawler, City Clerk ATTACHMENTS: 1. Dais Seating 2. Mayor Rotation Scenarios 3. Resolution - Redline 4. Resolution A 5. Resolution B Summary: The City Council will continue their discussion and possibly adopt a resolution amending the guidelines for the annual councilmember rotations. Background: In 2011, the City Council adopted resolution 2011-44, which established guidelines for how the Mayor and Councilmembers rotate their seating from year to year. The guidelines are based on seniority in a number of given situations, which can sometimes be unclear and requires interpretation by staff for what recommendations to make to Council. On December 4, 2019, the Council held a discussion followed by the appointment of Mayor Crane and Councilmember Brown to serve on a Mayor Rotation ad hoc, to review the Mayor rotation guidelines and determine if they could be modified to address the discussed concerns. On August 5, 2020, Council held a discussion for this item, and then continued this item to the August 19th meeting for further discussion and consideration. Discussion: The Mayor Rotation ad hoc met and a revised rotation method – shown below - was proposed. Proposed Method: Based on the following seating arrangement (See Attachment 1 for image of Dais seating): Seat 1 – Farthest to Mayor’s right Seat 2 – Middle seat to Mayor’s right Seat 3 – Directly to Mayor’s right Vice Mayor Mayor Each year, all members will rotate as follows: Seat 1 to Seat 2 Seat 2 to Seat 3 Seat 3 to Vice Mayor Vice Mayor to Mayor Page 642 of 658 Page 2 of 3 Outgoing Mayor to Seat 1 Rotation with Incoming Councilmembers: • Outgoing Mayor will rotate into Seat 1. • New member will rotate into Seat 2, which will give the new member a chance to be Mayor once during their first term. o If there are two new members, then they will rotate into Seat 2 & 3. o If there are three new members: – This is the only scenario where – using the new method – a new member would rotate directly into the Vice Mayor position (see Attachment 2, highlighted scenario.) Alternatively, the three new members could rotate into Seat 1, 2 & 3; this would put the outgoing mayor back into the vice mayor position, and put the incoming member with the least amount of votes into Seat 1, which would most likely not give them a chance to be mayor in their first term. – The seniority given to three new members would remain the same as the current method. With the member having received the most votes going into the most advanced seat. • Appointed members to unfulfilled terms will be treated as new members in respect to the rotations. There are an infinite number of combinations and possibilities for how various rotations would look over time; however, Attachment 2 provides some scenarios to show how the proposed method could look over the next couple of years. Staff Recommendations: Staff recommends that the City Council have a discussion regarding the following points: • To keep the old method of rotation, go with the new method, or return back to the ad hoc with direction. • If going with the new method, discuss the following options regarding the scenario of three new members: Option A – Incoming members would go into Seat 2, 3, and the Vice Mayor position – meaning the member with the most votes would be placed directly into the Vice Mayor position; this option giving all three incoming members a chance to be mayor once during their first term. Option B – Incoming members would go into Seat 1, 2, and 3 - meaning the outgoing mayor would rotate directly back to the vice mayor position, and the new member with the least votes would likely not be mayor in their first term. • If going with the new method, then adopt one of the following resolutions (a redline version has been provided for reference as Attachment 3): - Resolution for Option A (Attachment 4) - Resolution for Option B (Attachment 5) Page 643 of 658 Page 3 of 3 Recommended Action: 1) Conduct a discussion per staff recommendations; and 2) If Council decides to go with the proposed method of rotation, then adopt Resolution A or B, depending on which option Council chooses; or 3) If Council decides not to go with the proposed method, then give direction to the ad hoc and staff. BUDGET AMENDMENT REQUIRED: N/A CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: Mayor Rotation Ad Hoc Committee (Crane;Brown) and Sage Sangiacomo, City Manager. Page 644 of 658 DAIS SEATING Audience ATTACHMENT 1 Page 645 of 658 MAYOR ROTATION SCENARIOS USING PROPOSED NEW METHOD OF ROTATION Proposed Rotation Method: Leaving Mayor always rotates to Seat 1 on the far right. Incoming members start in the middle seat (this allows a chance to be mayor in a four‐year term. All other members rotate one seat up starting from Seat 1, 2, 3, Vice‐Mayor, then Mayor. RED = Councilmember Term Expirations 2022, 2026, 2030, 2034 BLUE = Councilmember Term Expirations 2020, 2024, 2028, 2032 2019 2020 ‐ Election Year, 2 blue Seats 2021 Scenario 1: Current Positions Scenario 2: No New Members Scenario 3: No New Members from 2 MAYOR CouncilMember 1: 2006;2010;2012;2016 Councilmember 2: 2018 Councilmember 3: 2015;2016 VICE‐MAYOR Councilmember 2: 2018 Councilmember 3: 2015;2016;2020 Councilmember 4: 2014;2018 SEAT 3 ‐ next to Mayor CouncilMember 3: 2015;2016 CouncilMember 4: 2014;2018 CouncilMember 5: 2014;2018 SEAT 2 ‐ middle CouncilMember 4: 2014;2018 CouncilMember 5: 2014;2018 CouncilMember 1: 2006;2010;2012;2016;2020 SEAT 1 ‐ far right CouncilMember 5: 2014;2018 CouncilMember 1: 2006;2010;2012;2016;2020 Councilmember 2: 2018 Scenario 2a: CM 1 Replaced Scenario 3a: No New Members from 2a  Scenario 4a: CM 2 Replaced from 3a Scenario: CM 2 Replaced from 3 MAYOR Councilmember 2: 2018 Councilmember 3: 2015;2016 CouncilMember 4: 2014;2018;2022 CouncilMember 4: 2014;2018;2022 VICE‐MAYOR Councilmember 3: 2015;2016 CouncilMember 4: 2014;2018 CouncilMember 5: 2014;2018;2022 CouncilMember 5: 2014;2018;2022 SEAT 3 ‐ next to Mayor CouncilMember 4: 2014;2018 CouncilMember 5: 2014;2018 Councilmember 6: 2020 CouncilMember 1: 2006;2010;2012;2016;2020 SEAT 2 ‐ middle CouncilMember 5: 2014;2018 Councilmember 6: 2020 Councilmember 7: 2022, new Councilmember 6: 2022, New SEAT 1 ‐ far right Councilmember 6: 2020, new Councilmember 2: 2018 CouncilMember 3: 2015;2016 CouncilMember 3: 2015;2016;2020 Scenario 2b: CM 3 Replaced Scenario 3b: No New Members from 2b Scenario 4b: CM 4 Replaced from 3b Scenario: CM 4 Replaced from 3 MAYOR Councilmember 2: 2018 CouncilMember 4: 2014;2018 CouncilMember 5: 2014;2018 CouncilMember 5: 2014;2018 VICE‐MAYOR CouncilMember 4: 2014;2018 CouncilMember 5: 2014;2018 Councilmember 1: 2006;2010;2012;2016 Councilmember 1: 2006;2010;2012;2016;2020 SEAT 3 ‐ next to Mayor CouncilMember 5: 2014;2018 CouncilMember 1: 2006;2010;2012;2016 CouncilMember 6: 2020 Councilmember 2: 2018 SEAT 2 ‐ middle CouncilMember 1: 2006;2010;2012;2016 CouncilMember 6: 2020 Councilmember 2: 2018 Councilmember 6: 2022, new SEAT 1 ‐ far right CouncilMember 6: 2020, new Councilmember 2: 2018 Councilmember 7: 2022, new CouncilMember 3: 2015;2016 Scenario 2c: CM 1 & 3 Replaced Scenario 3c: No New Members from 2c Scenario 4c: CM 5 Replaced from 3c Scenario 4 : CM 5 Replaced from 3  MAYOR Councilmember 2: 2018 CouncilMember 4: 2014;2018 Councilmember 6: 2020 CouncilMember 4: 2014;2018 VICE‐MAYOR CouncilMember 4: 2014;2018 CouncilMember 5: 2014;2018 Councilmember 7: 2020 Councilmember 1: 2006;2010;2012;2016;2020 SEAT 3 ‐ next to Mayor CouncilMember 5: 2014;2018 Councilmember 6: 2020 Councilmember 2: 2018 Councilmember 2: 2018 SEAT 2 ‐ middle Councilmember 6: 2020, new Councilmember 7: 2020 Councilmember 8: 2022, new Councilmember 6: 2022, new SEAT 1 ‐ far right Councilmember 7: 2020, new Councilmember 2: 2018 CouncilMember 4: 2014;2018 CouncilMember 3: 2015;2016;2020 Scenario 2d: CM 1, 3, & 5 Replaced Scenario 3d: No New Members from 2d Scenario 4d: CM 2,4 Replaced from 3d Scenario 4 : CM 2,4 Replaced from 3 MAYOR Councilmember 2: 2018 CouncilMember 4: 2014;2018 Councilmember 6: 2020 CouncilMember 5: 2014;2018 VICE‐MAYOR CouncilMember 4: 2014;2018 Councilmember 6: 2020 Councilmember 7: 2020 CouncilMember 1: 2006;2010;2012;2016;2020 SEAT 3 ‐ next to Mayor Councilmember 6: 2020, new Councilmember 7: 2020 CouncilMember 8: appt to fill term Councilmember 6: 2022, new SEAT 2 ‐ middle Councilmember 7: 2020, new CouncilMember 8: appt to fill term Councilmember 9: 2022, new Councilmember 7: 2022, new SEAT 1 ‐ far right CouncilMember 8: appt to fill term, new Councilmember 2: 2018 Councilmember 10: 2022, new Councilmember 3: 2015;2016 Scenario 4e: CM 2,5 Replaced from 3  MAYOR Councilmember 4: 2014;2018 VICE‐MAYOR CouncilMember 1: 2006;2010;2012;2016;2020 SEAT 3 ‐ next to Mayor Councilmember 6: 2022, new SEAT 2 ‐ middle Councilmember 7: 2022, new SEAT 1 ‐ far right Councilmember 3: 2015;2016 Scenario 4f: CM 4,5 Replaced from 3 MAYOR CouncilMember 1: 2006;2010;2012;2016;2020 VICE‐MAYOR Councilmember 2: 2018 SEAT 3 ‐ next to Mayor Councilmember 6: 2022, new SEAT 2 ‐ middle Councilmember 7: 2022, new SEAT 1 ‐ far right Councilmember 3: 2015;2016 Scenario 4g: CM 2,4,5 Replaced from 3 MAYOR CouncilMember 1: 2006;2010;2012;2016;2020 VICE‐MAYOR Councilmember 6: 2022, new SEAT 3 ‐ next to Mayor Councilmember 7: 2022, new SEAT 2 ‐ middle Councilmember 8: 2022, new SEAT 1 ‐ far right Councilmember 3: 2015;2016 Councilmember 2: 2018;2022 CouncilMember 3: 2015;2016;2020 2022 ‐ Election Year, 3 red Seats Scenario 4: No New Members from 3 CouncilMember 4: 2014;2018;2022 CouncilMember 5: 2014;2018;2022 CouncilMember 1: 2006;2010;2012;2016;2020 ATTACHMENT 2 Page 646 of 658 Resolution No. 2006-04 Page 1of 1 RESOLUTION NO. 20112020- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING RULES GOVERNING COUNCIL MEETINGS WHEREAS, 1.The City Council has adopted by resolution Procedures of Conduct for City Council Meetings, last revised on July 20, 2005November 2, 2011 (“Procedures”); and 2.The City Council has determined to revise the rules governing the Mayoral Rotation and Seating Arrangement for Council. NOW, THEREFORE, BE IT RESOLVED that the title and Section 7 of the Procedures are amended as follows: TITLE: City of Ukiah City Council Meeting Procedures SECTION 7. VOTING PROCEDURE I. Mayoral Rotation and Seating Arrangement for Council It is the policy of the City Council that the office of Mayor be rotated insofar as possible among the members of the City Council and that the Mayor shall serve a term of one year or until a successor is appointed. The City Council shall choose one of its members as Mayor, and one of its members as Vice Mayor, at the same regular meeting in the month of December when the election results are presented. Rotation is based on the following seating arrangement: Seat 1 – Farthest to Mayor’s right Seat 2 – Middle seat to Mayor’s right Seat 3 – Directly to Mayor’s right Vice Mayor Mayor Mayor CCM Seat 2Vice Mayor Most Senior CCMSeat 3 Least Senior CCM Seat 1 City Manager City Attorney ATTACHMENT 3 Page 647 of 658 Resolution No. 2006-04 Page 2of 1 Each year, all members will rotate as follows: Seat 1 to Seat 2 Seat 2 to Seat 3 Seat 3 to Vice Mayor Vice Mayor to Mayor Outgoing Mayor to Seat 1 Incoming Councilmembers: - Outgoing Mayor will [Resolution A] rotate into Seat 1. [Resolution B] either rotate into Seat 1, or into Vice Mayor position if there are three incoming members. - New member will rotate into Seat 2; - If there are two new members, then they will rotate into Seat 2 & 3. - If there are three new members: [Resolution A] then incoming members will go into Seat 2, 3, and the Vice Mayor position, with the member having received the most votes going into Vice Mayor position, and the member with the least votes going into Seat 2. [Resolution B] then incoming members will go into Seat 1, 2, and 3, with the member having received the most votes going into Seat 3, and the member with the least votes going into Seat 1. - Appointed members to unfulfilled terms will be treated as new members in respect to the rotations. The rotation is based on seniority. The Vice Mayor shall replace the outgoing Mayor. It is the intent and desire of the City Council to allow every member the opportunity to serve as Mayor, and consideration is given to those members of the Council who have not previously served as Mayor unless all members have so served. The City Council shall, at its first regular meeting in the month of December, meet and choose one of its members as Mayor, and one of its members as Vice Mayor. The Mayor’s seat shall be filled by the most senior member in length of uninterrupted service who has not previously served as Mayor. The Councilmember selected as Mayor, however, shall have served at least one year as a member of the City Council. Where all Councilmembers have served a term as Mayor, the person to be selected as Mayor shall be the person who has not served as Mayor for the longest period of time. If the person who has not served as Mayor for the longest period of time declines the position, then the person who has not served as Mayor for the longest period of time other than the declining Councilmember or Councilmembers shall be selected. When a selection of Mayor is to be made from a Councilmember who has not yet served as Mayor, the person who is otherwise qualified and has served on the Council the longest without being Mayor shall be selected as Mayor. In the case where two or more persons qualified to be selected as Mayor have served the same amount of time as a Page 648 of 658 Resolution No. 2006-04 Page 3of 1 Councilmember without being Mayor, the person selected shall be the person who received the most votes at their initial election. At the time of selection of the Mayor in any given year, the individual who would qualify to be selected as Mayor in the next following year, using the criteria above, shall be named Vice Mayor for the current year. If a Councilmember declines to serve as Vice Mayor, the Council will decide by formal action where the member will fit into the rotation at the December meeting. The Council has the ultimate discretion to elect or not elect any Councilmember for any office at the December meeting. The Mayor and Councilmembers shall be seated as follows, seating assignments given from the perspective facing the audience: A. The Mayor and Councilmembers shall sit in the five of seven furthest rightward positions on the dais. B. The Mayor’s position shall be the fourth from the right or center of the dais. C. The Vice Mayor shall be seated immediately to the Mayor’s left or left hand side. D. Following the installation of new Councilmembers into office, Councilmembers leaving office shall immediately step down from the dais. Incumbent Councilmembers shall then assume any positions vacated to their left. Newly elected or appointed Councilmembers shall be seated at the far right of the dais. If more than one Councilmember is newly elected, they shall be seated in order of votes cast, with the lowest vote getter being seated furthest right and the highest vote getter being seated to the left. E. Except as described in subsection F below, following the annual rotation of the Vice Mayor, the exiting Vice Mayor shall move right to the Mayor’s position in the center of the dais, the newly selected Vice Mayor shall move to the Mayor’s left hand side, and the remaining Councilmembers shall move one seat to their left. F. Following the annual rotation of the Vice Mayor during general election years, the newly elected Councilmembers shall remain in the furthest right seats and only incumbent Councilmembers shall rotate positions as described in subsection E above. G. To the extent that the foregoing rules do not address Councilmember seating changes or rotations, the City Council shall determine the seating location by formal action of the same at a regular, special, or adjourned meeting. Mayor CCM Vice Mayor Most Senior CCM Least Senior CCM City Manager City Attorney Page 649 of 658 Resolution No. 2006-04 Page 4of 1 BE IT FURTHER RESOLVED that the amended version of Section 7 as contained in this Resolution shall replace Section 7 in the City Council Meeting Procedures as it read prior to the adoption of this Resolution. PASSED AND ADOPTED this 2nd 5th day of NovemberAugust, 20112020, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: ________________________________ Mari RodinDouglas F. Crane, Mayor ATTEST: ______________________________ JoAnne CurrieKristine Lawler, City Clerk Page 650 of 658 ATTACHMENT 4 (Option A) Page 1 of 1 RESOLUTION NO. 2020- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING RULES GOVERNING COUNCIL MEETINGS WHEREAS, 1. The City Council has adopted by resolution Procedures of Conduct for City Council Meetings, last revised on November 2, 2011 (“Procedures”); and 2. The City Council has determined to revise the rules governing the Mayoral Rotation and Seating Arrangement for Council. NOW, THEREFORE, BE IT RESOLVED that the title and Section 7 of the Procedures are amended as follows: TITLE: City of Ukiah City Council Meeting Procedures SECTION 7. VOTING PROCEDURE I. Mayoral Rotation and Seating Arrangement for Council It is the policy of the City Council that the office of Mayor be rotated among the members of the City Council and that the Mayor shall serve a term of one year or until a successor is appointed. The City Council shall choose one of its members as Mayor, and one of its members as Vice Mayor, at the regular meeting in the month of December when the election results are presented. Rotation is based on the following seating arrangement: Seat 1 – Farthest to Mayor’s right Seat 2 – Middle seat to Mayor’s right Seat 3 – Directly to Mayor’s right Vice Mayor Mayor Page 651 of 658 ATTACHMENT 3 (Option A) Page 2 of 1 Each year, all members will rotate as follows:  Seat 1 to Seat 2  Seat 2 to Seat 3  Seat 3 to Vice Mayor  Vice Mayor to Mayor  Outgoing Mayor to Seat 1 Incoming Councilmembers:  Outgoing Mayor will rotate into Seat 1.  New member will rotate into Seat 2;  If there are two new members, then they will rotate into Seat 2 & 3.  If there are three new members, then incoming members will go into Seat 2, 3, and the Vice Mayor position, with the member having received the most votes going into the Vice Mayor position, and the member with the least votes going into Seat 2.  Appointed members to unfulfilled terms will be treated as new members in respect to the rotations. If a Councilmember declines to serve as Vice Mayor, the Council will decide by formal action where the member will fit into the rotation at the December meeting. The Council has the ultimate discretion to elect or not elect any Councilmember for any office at the December meeting. BE IT FURTHER RESOLVED that the amended version of Section 7 as contained in this Resolution shall replace Section 7 in the City Council Meeting Procedures as it read prior to the adoption of this Resolution. PASSED AND ADOPTED this 5th day of August, 2020, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: ________________________________ Douglas F. Crane, Mayor ATTEST: ______________________________ Kristine Lawler, City Clerk Page 652 of 658 ATTACHMENT 5 (Option B) Page 1 of 1 RESOLUTION NO. 2020- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AMENDING RULES GOVERNING COUNCIL MEETINGS WHEREAS, 1. The City Council has adopted by resolution Procedures of Conduct for City Council Meetings, last revised on November 2, 2011 (“Procedures”); and 2. The City Council has determined to revise the rules governing the Mayoral Rotation and Seating Arrangement for Council. NOW, THEREFORE, BE IT RESOLVED that the title and Section 7 of the Procedures are amended as follows: TITLE: City of Ukiah City Council Meeting Procedures SECTION 7. VOTING PROCEDURE I. Mayoral Rotation and Seating Arrangement for Council It is the policy of the City Council that the office of Mayor be rotated among the members of the City Council and that the Mayor shall serve a term of one year or until a successor is appointed. The City Council shall choose one of its members as Mayor, and one of its members as Vice Mayor, at the regular meeting in the month of December when the election results are presented. Rotation is based on the following seating arrangement: Seat 1 – Farthest to Mayor’s right Seat 2 – Middle seat to Mayor’s right Seat 3 – Directly to Mayor’s right Vice Mayor Mayor Page 653 of 658 ATTACHMENT 4 (Option B) Page 2 of 1 Each year, all members will rotate as follows:  Seat 1 to Seat 2  Seat 2 to Seat 3  Seat 3 to Vice Mayor  Vice Mayor to Mayor  Outgoing Mayor to Seat 1 Incoming Councilmembers:  Outgoing Mayor will either rotate into Seat 1, or into Vice Mayor position if there are three incoming members.  New member will rotate into Seat 2;  If there are two new members, then they will rotate into Seat 2 & 3.  If there are three new members, then incoming members will go into Seat 1, 2, and 3, with the member having received the most votes going into Seat 3, and the member with the least votes going into Seat 1.  Appointed members to unfulfilled terms will be treated as new members in respect to the rotations. If a Councilmember declines to serve as Vice Mayor, the Council will decide by formal action where the member will fit into the rotation at the December meeting. The Council has the ultimate discretion to elect or not elect any Councilmember for any office at the December meeting. BE IT FURTHER RESOLVED that the amended version of Section 7 as contained in this Resolution shall replace Section 7 in the City Council Meeting Procedures as it read prior to the adoption of this Resolution. PASSED AND ADOPTED this 5th day of August, 2020, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: ________________________________ Douglas F. Crane, Mayor ATTEST: ______________________________ Kristine Lawler, City Clerk Page 654 of 658 Page 1 of 1 Agenda Item No: 13.a. MEETING DATE/TIME: 8/19/2020 ITEM NO: 2019-62 AGENDA SUMMARY REPORT SUBJECT: Receive Updates on City Council Committee and Ad Hoc Assignments, and, if Necessary, Consider Modifications to Assignments and/or the Creation/Elimination of Ad Hoc(s). DEPARTMENT: City Clerk PREPARED BY: Kristine Lawler, City Clerk PRESENTER: Sage Sangiacomo, City Manager ATTACHMENTS: 1. 2020 City Council Special Assignments - 07-06-20 Summary: City Council members will provide reports and updates on their committee and ad hoc assignments. If necessary, the Council may consider modifications. Background: City Council members are assigned to a number of committees and ad hoc activities. These assignments are included as Attachment #1. Discussion: Previously, the City Council discussed having more time allocated to reporting on committee and ad hoc activities. Often, the Council Reports section of the regular agenda is rushed due to impending business (i.e., public hearings), and not enough time is afforded for reports beyond community activities. In an effort to foster regular updates on committee and ad hoc assignments, this item is being placed on the agenda to provide the City Council members an expanded opportunity to report on assignments and modify assignments as necessary. Recommended Action: Receive report(s). The Council will consider modifications to committee and ad hoc assignments along with the creation/elimination ad hoc(s). BUDGET AMENDMENT REQUIRED: No CURRENT BUDGET AMOUNT: N/A PROPOSED BUDGET AMOUNT: N/A FINANCING SOURCE: N/A PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A COORDINATED WITH: N/A Page 655 of 658  2020 CITY COUNCIL SPECIAL ASSIGNMENTS COUNTY/REGIONAL OnGoing One + Alternate MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Disaster Council Shall meet a minimum of twice a year at a time and place designated upon call of the chair Place designated upon call of the chair or, if she/he is unavailable or unable to call such meeting, the first vice chair and then the City Manager or her/his designee. Emergency Management Coordinator 300 Seminary Ave. Ukiah, CA 95482 467-5765 - Tami Bartolomei Develop any necessary emergency and mutual aid plans, agreements, ordinances, resolutions, rules, and regulations. Mulheren Orozco- Alternate Tami Bartolomei, Community Services Administrator; 467-5765 tbartolomei@cityofukiah.com Greater Ukiah Business & Tourism Alliance 3rd Tuesday of month, 11:30 a.m. 200 S School St. Ukiah, CA 95482 200 S School St. Ukiah, CA 95482 Promotes tourism and works to strengthen and promote the historic downtown and businesses within the greater Ukiah area Mulheren Shannon Riley,Deputy City Manager; 467-5793 sriley@cityofukiah.com Mendocino Council of Governments (MCOG) 1st Monday of month, 1:30 p.m. Board of Supervisors Chambers 501 Low Gap Road Ukiah, CA Executive Director 367 N. State Street, Ste. 206 Ukiah, CA 95482 463-1859 Plan and allocate State funding, transportation, infrastructure and project County wide Brown Mulheren- Alternate Tim Eriksen, Public Works Director/City Engineer; 463-6280 teriksen@cityofukiah.com Mendocino County Inland Water and Power Commission (IWPC) 2nd Thursday of month, 6:00 p.m. Civic Center 300 Seminary Avenue conference room 5 IWPC Staff P.O. Box 1247 Ukiah, CA 95482 391-7574 - Candace Horsley Develops coordination for water resources and current water rights: Potter Valley project - Eel River Diversion Orozco Brown- Alternate Sean White,Director of Water Resources; 463-5712 swhite@cityofukiah.com Mendocino Solid Waste Management Authority (MSWMA) 3rd Thursday of every other month (varies), 10:00 a.m. Willits Council Chambers Solid Waste Director 3200 Taylor Drive Ukiah, CA 95482 468-9710 County-wide Solid Waste JPA Brown Scalmanini- Alternate Tim Eriksen, Public Works Director/City Engineer; 463-6280 teriksen@cityofukiah.com Mendocino Transit Authority (MTA) Board of Directors Last Wednesday of month, 1:30 p.m. Alternating locations - Ukiah Conference Center or Fort Bragg, or Point Arena Executive Director 241 Plant Road Ukiah, CA 95482 462-1422 County-wide bus transportation issues and funding Mulheren Brown- Alternate Tim Eriksen, Public Works Director/City Engineer; 463-6280 teriksen@cityofukiah.com North Coast Opportunities (NCO)4th Wednesday of month, 2 p.m. Alternating locations - Ukiah and Lakeport Ross Walker, Governing Board Chair North Coast Opportunities 413 North State Street Ukiah, CA 95482 Assist low income and disadvantaged people to become self reliant Bartolomei (appointed 12/19/18) Tami Bartolomei, Community Services Administrator; 467-5765 tbartolomei@cityofukiah.com North Coast Rail Authority (NCRA)2nd Wednesday of month, 10:30 a.m.Various Locations - announced 419 Talmage Road, Suite M Ukiah, CA 95482 463-3280 Provides a unified and revitalized rail infrastructure meeting the freight and passenger needs of the region Shannon Riley, Deputy City Manager Shannon Riley,Deputy City Manager; 467-5793 sriley@cityofukiah.com Russian River Watershed Association (RRWA) 4th Thursday of month, 9:00 a.m. (only 5 times a year) Windsor Town Hall Russian River Watershed Association Attn: Daria Isupov 425 South Main St., Sebastopol, CA 95472 666-4857 Consider issues related to Russian river - plans projects and funding requests Mulheren Brown- Alternate Tim Eriksen, Public Works Director/City Engineer;463-6280 teriksen@cityofukiah.com Ukiah Valley Basin Groundwater Sustainability Agency (GSA) 2nd Thursday of month, 1:30 p.m. Board of Supervisors Chambers; 501 Low Gap Road Ukiah, CA County Executive Office Nicole French 501 Low Gap Rd., Rm. 1010 Ukiah, CA 95482 463-4441 GSA serves as the Groundwater Sustainability Agency in the Ukiah Valley basin Crane Mulheren- Alternate Sean White, Director of Water Resources; 463-5712 swhite@cityofukiah.com COUNTY/REGIONAL One + Staff Alternate MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Economic Development & Financing Corporation (EDFC) 2nd Thursday of month, 2:00 p.m. Primarily 631 S. Orchard Street (location varies) Executive Director 631 South Orchard Avenue Ukiah, CA 95482 467-5953 Multi-agency co-op for economic development and business loan program Riley (appointed 12/19/18) Shannon Riley, Deputy City Manager; 467-5793 sriley@cityofukiah.com Sun House Guild ex officio 2nd Tuesday of month, 4:30 p.m. Sun House 431 S. Main St. Ukiah, CA 431 S. Main Street Ukiah, CA 95482 467-2836 Support and expand Grace Hudson Museum Bartolomei (appointed 12/19/18) David Burton, Museum Director; 467-2836 dburton@cityofukiah.com Continued - COUNTY/REGIONAL One + Staff Alternate MTG DATE/TIME MEETING LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Mendocino Youth Project JPA Board of Directors 3rd Wednesday of month, 7:45 a.m. 776 S. State Street Conference Room Mendocino Co. Youth Project 776 S. State Street, Ste. 107 Ukiah, CA 95482 707-463-4915 Targets all youth with a focus on drug and alcohol prevention, healthy alternatives and empowering youth to make healthy choices Noble Waidelich, Police Lieutenant Noble Waidelich, Police Lieutenant; 463‐6249;  nwaidelich@cityofukiah.com Northern California Power Agency (NCPA) 4th Thursday of month, 9:00 a.m. (see calendar from NCPA) Roseville, CA and other locations 651 Commerce Drive Roseville, CA 95678 916-781-4202 Pool of public utilities for electric generation and dispatch Crane Grandi - Alternate Mel Grandi, Electric Utility Director; 463- 6295 mgrandi@cityofukiah.com 1 6/22/2020 ATTACHMENT 1 Page 656 of 658  2020 CITY COUNCIL SPECIAL ASSIGNMENTS LOCAL/COUNTY/REGIONAL/LIASONS OnGoing One or Two Council and/or Staff MTG DATE/TIME LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Adventist Health Community Advisory Council Quarterly: Aug. 27, 6:45 a.m. Nov 5, 6:45 a.m. 275 Hospital Drive Ukiah, CA 95482 275 Hospital Drive Ukiah, CA 95482 707-463-7623 Allyne Brown - Allyne.Brown@ah.org Provides the Adventist Health Ukiah Valley (AHUV) Governing Board and Administration with advice, support, and suggestions on matter of importance to Mendocino, Lake and Sonoma Counties. Brown Kristine Lawler, City Clerk, 463-6217 klawler@cityofukiah.com League of California Cities Redwood Empire Legislative Committee Prior to Division Meetings, meets 3x in person and then via conference call Various locations that are announced Redwood Empire League President; Public Affairs Program Manager (916) 658-8243 Elected city officials and professional city staff attend division meetings throughout the year to share what they are doing and advocate for their interests in Sacramento Mulheren Brown‐ Alternate Sage Sangiacomo, City Manager; 463-6221 ssangiacomo@cityofukiah.com City Selection Committee Called as required by the Clerk of the Board BOS Conference Room 501 Low Gap Rd. Rm. 1090 Ukiah, CA C/O: BOS 501 Low Gap Rd., Rm 1090 Ukiah, CA 95482 463-4441 Makes appointments to LAFCO and Airport Land Use Commission Mayor Kristine Lawler, City Clerk; 463-6217 klawler@cityofukiah.com Investment Oversight Committee Varies Civic Center 300 Seminary Ave. Ukiah, CA 95482 Civic Center 300 Seminary Ave. Ukiah, CA 95482 Reviews City investments, policies, and strategies Crane Orozco, Alternate Alan Carter, Treasurer Dan Buffalo, Director of Finance; 463-6220 dbuffalo@cityofukiah.com Library Advisory Board 3rd Wednesdays of alternate months (beginning January), 1:00 p.m. Various Mendocino County Libraries Ukiah County Library 463-4491 Review library policy and activities Mulheren Kristine Lawler, City Clerk; 463-6217; klawler@cityofukiah.com Ukiah Players Theater Board of Directors 3rd Tuesday of month, 6:00 p.m 1041 Low Gap Rd Ukiah, CA 95482 462-1210 1041 Low Gap Rd Ukiah, CA 95482 462-1210 To oversee the activities, organization and purpose of the Ukiah Players Theater Greg Owen, Airport Manager (appointed 12/19/18) Kristine Lawler, City Clerk; 463-6217 klawler@cityofukiah.com Ukiah Unified School District (UUSD) Committee Quarterly 511 S. Orchard, Ste. D Ukiah, CA 95482 511 S. Orchard Ukiah, CA 95482 Information exchange with UUSD Board Chair, Mayor, Superintendent, and City Manager Mayor, City Manager and Police Chief Sage Sangiacomo, City Manager; 463-6221 ssangiacomo@cityofukiah.com Russian River Flood Control District (RRFCD) Liaison 1st Monday of month, 5:30 p.m. 151 Laws Ave.,Suite D Ukiah, CA 151 Laws Ave., Ukiah, CA 95482; rrfc@pacific.net; 462-5278 Proactively manage the water resources of the upper Russian River for the benefit of the people and environment of Mendocino County Mulheren/Orozco White (appointed 12/19/18) Sean White, Director of Water Resources; 463-5712 swhite@cityofukiah.com HHSA Advisory Board 2nd Wednesday of month; 9:00 a.m. Big Sur Room County Department of Social Services Executive Director Jackie Williams - 462-1934 c/o Ford St. Project 139 Ford St. Ukiah CA 95482 Discussions and possible work on health and human service issues Brown - Liaison Shannon Riley, Deputy City Manager; 467- 5793 sriley@cityofukiah.com Mendocino County Local Area Formation Commission (LAFCO) 1st Monday of month, 9:00 a.m.Board of Supervisors Chambers Executive Director 200 S. School Street, Ste. 2 Ukiah, CA 95482 463-4470 Required by legislation - planning spheres of influence, annexation, service areas, and special districts (positions not active) Crane Mulheren- Alternate Craig Schlatter, Director of Community Development; 463-6219; cschlatter@cityofukiah.com Mendocino County Airport Land Use Commission As needed BOS Conference Room 501 Low Gap Rd., Rm. 1090, Ukiah, CA Mendocino County Executive Office 501 Low Gap Rd. Rm. 1010 Ukiah, CA 95482 To formulate a land use compatibility plan, provide for the orderly growth of the airport and the surrounding area, and safeguard the general welfare of the inhabitants within the vicinity Owen/Schlatter Greg Owen, Airport Manager; 467-2855; gowen@cityofukiah.com Craig Schlatter, Director of Community Development; 463-6219; cschlatter@cityofukiah.com Mendocino County 2nd District Liaison 1st Wednesdays of month, 8:00 a.m. Civic Center Annex conference room #5 411 West Clay St. Ukiah, CA 95482 Civic Center 300 Seminary Ave. Ukiah, CA 95482 To coordinate activities and policy development with the City's 2nd District Supervisor Brown Crane- Alternate Sage Sangiacomo, City Manager; 463-6221; ssangiacomo@cityofukiah.com LOCAL/COUNTY/REGIONAL/LIASONS OnGoing One or Two Council and/or Staff MTG DATE/TIME LOCATION MAILING ADDRESS/CONTACT COMMITTEE FUNCTION ASSIGNED TO PRINCIPAL STAFF SUPPORT Fire Executive Committee 2nd Wednesdays of month, 3:45 p.m. Ukiah Valley Conference Center, 200 S. School Street Ukiah, CA Stephanie Abba Civic Center 300 Seminary Ave. Ukiah, CA 95482 sabba@cityofukiah.com Per the recently adopted agreement between the City of Ukiah and the Ukiah Valley Fire Protection District Orozco/Brown Doug Hutchison, Fire Chief; 463-6263; dhutchison@cityofukiah.com Mendocino County 5th District Liaison Monthly; TBD Civic Center Annex conference room #5 411 West Clay St. Ukiah, CA 95482 Civic Center 300 Seminary Ave. Ukiah, CA 95482 To coordinate activities and policy development with the County's 5th District Supervisor Brown Sage Sangiacomo, City Manager; 463-6221; ssangiacomo@cityofukiah.com 2 6/22/2020 Page 657 of 658 COMMITTEE ASSIGNED TO PRINCIPAL STAFF SUPPORT COMMENTS Electric Grid Operational Improvements Crane/Scalmanini Mel Grandi, Electric Utility Director; 463-6295 mgrandi@cityofukiah.com Downtown Parking Management Mulheren/Brown Shannon Riley, Deputy City Manager; 467-5793 sriley@cityofukiah.com Public Works Project Specification Development Crane/Mulheren Tim Eriksen, Public Works Director/City Engineer; 463-6280 teriksen@cityofukiah.com Uniform Cost Accounting Crane/Mulheren Tim Eriksen, Public Works Director/City Engineer; 463-6280 teriksen@cityofukiah.com Marbut Study Ad Hoc Brown/Scalmanini Justin Wyatt, Police Operations Captain, 463-6760 jwyatt@cityofukiah.com Cannabis Events Mulheren/Brown Tami Bartolomei, Community Services Administrator; 467-5765 tbartolomei@cityofukiah.com Public Right of Way Related ADA Compliance Scalmanini/Orozco Tim Eriksen, Public Works Director/City Engineer; 463-6280 teriksen@cityofukiah.com Mayor Rotation Guidelines Brown/Crane Kristine Lawler, City Clerk; 463-6217 klawler@cityofukiah.com 2020 Rate Study for Sewer Brown/Orozco Sean White, Director of Water Resources; 463-5712 swhite@cityofukiah.com Tim Eriksen, Public Works Director/City Engineer;463-6280 teriksen@cityofukiah.com Dan Buffalo, Director of Finance; 463-6220 dbuffalo@cityofukiah.com Budget Development Best Practices and Financial Policy For FY 20/21 Budget Crane/Brown Dan Buffalo, Director of Finance; 463-6220 dbuffalo@cityofukiah.com Sheri Mannion, Human Resource Director/Risk Manager; 463-6272, smannion@cityofukiah.com Advance Planning & Policy for Sphere of Influence (SOI), Municipal Service Review (MSR), Annexation, Tax Sharing, Detachment, and Out of Area Service Agreements Crane/Scalmanini Sage Sangiacomo, City Manager 463-6221 ssangiacomo@cityofukiah.com Shannon Riley, Deputy City Manager 467-5793 sriley@cityofukiah.com Craig Schlatter, Community Development Director 463-6219 cschlatter@cityofukiah.com Sean White, Director of Water Resources; 463-5712 swhite@cityofukiah.com Tim Eriksen, Public Works Director/City Engineer; 463-6280 teriksen@cityofukiah.com Mel Grandi, Electric Utility Director; 463-6295 mgrandi@cityofukiah.com Dan Buffalo, Director of Finance; 463-6220 dbuffalo@cityofukiah.com 2020 Electric Rate Study Crane/Scalmanini Mel Grandi, Electric Utility Director; 463‐6295  mgrandi@cityofukiah.com Diversity and Equity Orozco/Mulheren TBD 2020 AD HOC COMMITTEES 3 7/6/2020 Page 658 of 658